Bryan Mittelman
MIDDLEBYAbout Bryan E. Mittelman
Bryan E. Mittelman, age 54, has served as Chief Financial Officer (CFO) of The Middleby Corporation since February 2019 and previously served as Chief Accounting Officer from July 2018 to February 2019. Prior roles include Vice President, Controller at Knowles Corporation (Dec 2013–Jul 2018) and Corporate Controller at Morningstar, Inc. (Dec 2011–Sep 2013) . Under the current leadership team, Middleby reported record operating cash flows in 2024; pay-versus-performance disclosures show Adjusted EBITDA of $866.3 million in 2024 (vs. $900.4 million in 2023) and Adjusted EPS of $9.49 (vs. $9.70 in 2023), while the indexed TSR value of an initial $100 investment stood at 123.68 at year-end 2024 (vs. 134.38 in 2023 and 179.66 in 2021) . Say-on-pay support in 2024 was approximately 87%, and the 2025 LTI program is being modified to include Adjusted EPS Growth, ROIC, and TSR metrics reflecting shareholder feedback .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Middleby Corporation | Chief Accounting Officer | Jul 2018 – Feb 2019 | Prepared for CFO transition; leadership continuity in finance |
| Knowles Corporation | Vice President, Controller | Dec 2013 – Jul 2018 | Public company controllership; SEC reporting and controls |
| Morningstar, Inc. | Corporate Controller | Dec 2011 – Sep 2013 | Corporate accounting leadership at a global information services company |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2024 | 550,000 | Base increased from $525,000 (2023) consistent with market data |
| 2023 | 525,000 | |
| 2022 | 500,000 |
- Target annual bonus opportunity set at 100% of base salary for 2024 (maximum 200%) for all NEOs, including the CFO .
Performance Compensation
Annual Incentive (2024)
| Metric | Weight | Threshold | Target | Max | Reported Result | Adjusted Result | CFO Payout |
|---|---|---|---|---|---|---|---|
| EBITDA $ (in $mm) | 65% | 925 | 942 | 975 | 866 | 865 | 0% of salary (for this component) |
| EBITDA % | 35% | 22.3% | 22.5% | 23.0% | 22.4% | 22.3% | 19.2% of salary (for this component) |
| Total CFO Cash Bonus ($) | 105,364 |
- Program design: EBITDA$ and EBITDA%; Compensation Committee used discretion for certain non-recurring items; 2024 annual payout equaled ~19% of target for NEOs .
Long-Term Incentives (Grant Year 2024)
| Grant Date | Instrument | Target # | Vesting | Performance Metrics |
|---|---|---|---|---|
| May 14, 2024 | PSUs | 9,246 | Cliff vests after 3-year period (FY2024–FY2026), subject to performance; payout modified ±30% by relative TSR vs peer group | 50% Adjusted EPS Growth; 50% Enterprise Value Growth (Less Net Debt) per share; ±30% TSR modifier |
| May 14, 2024 | RSUs | 4,622 | 1/3 vests in March 2025, March 2026, March 2027; shares must be held until the end of the 3-year PSU period | Time-based; holding requirement until PSU period ends |
Three-year (2022–2024) PSU outcomes certified in early 2025: Adjusted EPS Growth 24% and EV Growth per share 29%, with TSR below 25th percentile applying a -30% modifier; Mittelman vested 6,610 PSUs (≈87% of target across metrics after TSR) .
Multi-Year Compensation (Total Direct Comp)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 550,000 | 1,898,021 | 105,364 | 14,088 | 2,567,473 |
| 2023 | 525,000 | 1,747,367 | 700,350 | 13,580 | 2,986,297 |
| 2022 | 500,000 | 1,682,266 | 997,000 | 12,041 | 3,191,307 |
Additional design notes:
- No stock options were granted in 2024; LTI mix is 2/3 PSUs, 1/3 RSUs, emphasizing performance-based equity .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/17/2025) | 35,942 shares; <1% of shares outstanding |
| 2024 Equity Grants | PSUs (target 9,246) and RSUs (4,622) granted 5/14/2024 |
| 2022–2024 PSU Vesting | 6,610 PSUs vested for Mittelman (certified early 2025) |
| 2024 Stock Vested | 13,125 shares; value realized $2,031,259 |
| Ownership Guidelines | Executive stock ownership guidelines in place; unvested time-based RSUs count; all NEOs exceeded minimums as of 12/31/2024 |
| Hedging/Pledging | Prohibited under Insider Trading Compliance Program; no hedging, pledging, or short selling |
| Clawback | Applies to incentive compensation for three prior completed fiscal years upon a restatement indicating excess pay; compliant with SEC/Nasdaq rules |
Vesting/holding features reduce near-term selling pressure: time-based RSUs must be held until the end of the three-fiscal-year performance cycle to which they relate .
Employment Terms
| Term | CFO (Mittelman) |
|---|---|
| Employment Agreement | None (only CEO has an employment agreement) |
| Severance (Cash) | Not disclosed for CFO; table shows no cash severance |
| Equity on Involuntary Termination (No Cause) | Pro-rata vesting of time-based RSUs; PSUs vest pro-rata based on actual performance at period end |
| Equity on Change in Control | All RSUs vest immediately; PSUs vest at greater of target or actual as of immediately prior to change in control |
| Quantified Value at 12/28/2024 | Involuntary termination: $2,749,492 equity acceleration; Change in control: $4,553,167 equity acceleration (no cash) |
| Clawback/Recovery | Yes, as above |
| Tax Gross-Ups | No golden parachute tax gross-ups for executive officers (governance policy) |
Note: Change-in-control equity vesting is single-trigger for RSUs and greater-of target/actual for PSUs (no termination condition required), which can be viewed as shareholder-unfriendly relative to double-trigger constructs .
Additional Governance & Compensation Structure Indicators
- Say-on-Pay: ~87% approval at 2024 annual meeting; 2025 LTI metrics to include Adjusted EPS Growth, ROIC, and TSR based on shareholder feedback .
- Peer Group: Compensation benchmarking peer group includes AMETEK, Carlisle, Crane, Dover (added), Flowserve, Graco, Helen of Troy, Hubbell, IDEX, Ingersoll Rand, ITT, John Bean Technologies, Lincoln Electric, Nordson, Pentair, Regal Rexnord (added), Rockwell Automation, Snap-on, Timken, Woodward, Xylem .
- Policies: Clawback, stock ownership guidelines (executives and directors), independent comp consultant (Aon), and prohibition on option repricing without shareholder approval .
Performance & Track Record (Company context)
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($000s) | 436,569 | 400,882 | 428,433 |
| Adjusted EBITDA ($000s) | 853,408 | 900,394 | 866,295 |
| Adjusted EPS ($/sh) | 9.10 | 9.70 | 9.49 |
| TSR Index (Initial $100) | 122.26 | 134.38 | 123.68 |
- 2022–2024 PSU cycle results (certified in early 2025) were above target on core metrics but reduced by a -30% TSR modifier due to relative performance below the 25th percentile, demonstrating alignment between long-term pay and relative shareholder returns .
Compensation Committee & Program Design Observations
- Mix shifts toward performance equity: 67% PSUs vs. 33% RSUs in LTI; no options granted in 2024, lowering risk profile versus options-heavy structures .
- Annual plan paid 19% of target in 2024 due to EBITDA underperformance versus targets; disciplined payout and discretionary adjustments applied for non-recurring items .
- Risk mitigants include clawback, ownership guidelines, multi-metric design, and capped payouts; hedging/pledging prohibited .
Related Party Transactions and Red Flags
- Related party transactions: None material since the beginning of fiscal 2024 .
- Red flags mitigated: No hedging/pledging; no option repricing without shareholder approval; no golden parachute tax gross-ups for executive officers .
Investment Implications
- Alignment: Mittelman’s pay mix is weighted to multi-year PSUs (with an explicit ±30% TSR modifier) and RSUs with mandated holding periods, tying realized value to sustained performance and relative TSR; all NEOs exceed ownership guidelines, reinforcing alignment .
- Retention/Supply-Demand for shares: 2024 annual bonus paid at ~19% of target; significant unvested PSU/RSU overhang plus RSU holding requirements indicate muted near-term selling pressure; 2022–2024 PSUs vested below target after TSR penalty, showing downside sharing when relative returns lag .
- Change-in-control economics: No disclosed CFO cash severance; single-trigger equity vesting on change in control (and CIC greater-of target/actual for PSUs) increases event-driven dilution risk and may be less favorable to shareholders than double-trigger structures, though it limits cash outlays .
- Governance quality: Strong policies (clawback, ownership, no hedging/pledging, independent comp consultant) and solid shareholder support (~87%) signal credible oversight; 2025 metric revisions (adding ROIC) should further enhance pay-performance linkage .