Edward Garden
MIDDLEBYAbout Edward P. Garden
Edward P. Garden (age 63) is an independent director of The Middleby Corporation, appointed pursuant to a February 24, 2025 Cooperation Agreement between Middleby and Garden Investment Management, L.P. He chairs and leads Garden Investments as Chairman & CEO (since 2023) and previously served as Chief Investment Officer and Founding Partner of Trian Fund Management (2005–2023). At Middleby, he serves on the Compensation Committee (effective February 24, 2025). He also serves on the GE Aerospace (General Electric Company) board, sitting on the Management Development & Compensation and Audit Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trian Fund Management | Chief Investment Officer; Founding Partner | 2005–2023 | Activist investor and board-level governance engagement across multiple large-caps |
| Garden Investments | Chairman & CEO | 2023–Present | Leads investment management firm |
External Roles
| Organization | Role | Tenure | Committees/Details |
|---|---|---|---|
| GE Aerospace (General Electric Company) | Director | 2017–Present | Management Development & Compensation Committee; Audit Committee |
| Janus Henderson Group | Director (prior) | 2022–2023 | Not disclosed |
| Invesco Ltd. | Director (prior) | 2020–2022 | Not disclosed |
| Legg Mason, Inc. | Director (prior) | 2019–2020 | Not disclosed |
| The Bank of New York Mellon Corporation | Director (prior) | 2014–2019 | Not disclosed |
| Pentair plc | Director (prior) | 2016–2018 | Not disclosed |
| Family Dollar Stores, Inc. | Director (prior) | 2011–2015 | Not disclosed |
| The Wendy’s Company | Director (prior) | 2004–2015 | Not disclosed |
Board Governance
| Topic | Details |
|---|---|
| Committee assignments | Compensation Committee member; committee composed entirely of independent directors; Scherger (Chair), Garden (since Feb 24, 2025), O’Brien, Ziyad (since Mar 19, 2025). No compensation committee interlocks. Meetings held two times virtually, four times in person in FY2024 (composition updated in 2025) . |
| Independence | Board determined all directors other than the CEO are independent . |
| Cooperation Agreement | Dated February 24, 2025; Board appointed Edward P. Garden; includes customary standstill, voting commitments for 2025 meeting, and mutual non-disparagement; summarized in 8-K filed February 25, 2025 (Cooperation Agreement attached as Exhibit 10.1) . |
| Board leadership | Separate Chair and CEO; independent Chairman (Gordon J. O’Brien) . |
| Attendance | In FY2024, Board held 4 in-person and 7 virtual meetings; 97% attendance at full Board and 98% including committees; independent directors met in 6 executive sessions without management . |
| Related-party transactions | None material since beginning of FY2024; Audit Committee reviews/approves related-party transactions . |
| Policies | Prohibits hedging/pledging and short selling; majority voting in uncontested elections; stock ownership guidelines for non-employee directors; independent committees; clawback policy for executives . |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $100,000 | Paid quarterly . |
| Chairman of the Board additional retainer | $25,000 | Paid quarterly . |
| Committee chair retainer (Audit, Compensation, NCG) | $25,000 | Paid quarterly . |
| Committee member retainers | Audit: $12,500; Compensation/NCG: $7,500 | Paid quarterly; added in 2024 following Aon review . |
| Equity (RSUs) | $175,000 grant-date value | Awarded in March, 1-year vest; based on closing price on grant date . |
Notes:
- Directors receive no meeting fees .
- Director stock ownership guideline: 5x annual cash compensation; unvested time-based RSUs count; new directors have 5 years to comply. As of Dec 28, 2024, all non-employee directors exceeded minimums (pre-dating Garden’s appointment) .
Performance Compensation
- Middleby does not use performance-based pay for directors; equity grants are time-based RSUs with one-year vesting .
- As a Compensation Committee member, Mr. Garden oversees NEO performance plan design. 2024 long-term incentive (LTI) metrics for executives (not directors) were:
- Adjusted EPS Growth (50% weight) and Enterprise Value Growth (Less Net Debt) per share (50% weight), with a +/-30% TSR modifier versus peer group .
| Executive LTI Metric | Definition | Weight |
|---|---|---|
| Adjusted EPS Growth | Net earnings adjusted for specified items, per share | 50% |
| EV Growth (Less Net Debt) per share | Adjusted EBITDA × market multiple − Net Debt, per share | 50% |
| TSR Modifier | +30% at/above 75th percentile; -30% at/below 25th percentile vs. peer group | Modifier |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public board(s) | GE Aerospace (Management Development & Compensation; Audit) . |
| Prior public boards | Wendy’s; Family Dollar; Pentair; BNY Mellon; Legg Mason; Invesco; Janus Henderson . |
| Interlocks | “There are no compensation committee interlocks.” |
| Service-on-other-boards policy | No strict numeric limit; NCGC reviews other board service and expects full commitment; prior notice required before accepting new seats; audit committee overboarding guardrail applies only to Middleby’s Audit Committee members . |
Expertise & Qualifications
- Extensive experience facilitating strategic, operational, and governance changes as a public company director; brings perspective from GE and other large-cap boards to Middleby’s value creation strategy .
- Investment and portfolio management leadership (Trian; Garden Investments); governance and compensation oversight via GE board committees .
- Independent status with significant shareholder alignment through beneficial ownership (see Equity Ownership) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Edward P. Garden | 2,635,866 | 4.91% | Held directly by GI SPV I; Mr. Garden may be deemed to indirectly beneficially own via control of Garden Investment Management entities (see footnote) . |
Policy context:
- Director stock ownership guideline requires 5x annual cash compensation; new directors have 5 years to comply; unvested time-based RSUs count; stock options do not .
- Insider Trading Compliance Program prohibits hedging, pledging, and short selling of Company stock .
Footnote: “Reflects 2,635,866 shares held directly by GI SPV I. Mr. Garden is the sole member of Garden Investment Management GP, LLC, which serves as the general partner of Garden Investment Management, L.P., which serves as the management company for GI SPV I. Accordingly, Mr. Garden may be deemed to indirectly beneficially own …” .
Governance Assessment
-
Positives and investor-confidence signals
- Independent director; Board determined all directors other than the CEO are independent .
- Significant ownership alignment: 4.91% beneficial stake via GI SPV I .
- Compensation Committee service aligns with his background in value-focused governance; Committee advised by independent consultant Aon and reports no interlocks .
- Strong governance posture: majority voting, independent chair, independent committees, no hedging/pledging, clawback policy for executives, and director ownership guidelines .
- No material related-party transactions since the start of FY2024 .
- Shareholder engagement is active; say-on-pay support was ~87% in 2024, indicating broad investor support for compensation approach the committee oversees .
-
Watch items / potential conflicts or risks
- Activist-to-director transition under a Cooperation Agreement: while it brings accountability and strategy expertise, it concentrates influence from a significant shareholder; mitigated by standstill, voting commitments, and non-disparagement provisions .
- Time commitments: concurrent board and dual-committee roles at GE plus Compensation Committee at MIDD; Middleby lacks a strict overboarding cap but requires prior notice and expects full commitment; Audit Committee overboarding guardrails do not apply to him at MIDD since he is not on MIDD’s Audit Committee .
- As a significant beneficial owner, he participates in pay decisions on the Compensation Committee; independence affirmed by the Board and lack of committee interlocks disclosed, but investors should monitor perceived conflicts and outcomes of comp design and performance rigor over time .