Gordon O’Brien
MIDDLEBYAbout Gordon J. O’Brien
Independent Chairman of the Board since February 2019; director since 2005; age 59. Background spans private equity and specialty finance: Managing Partner at Cannon Capital (since 2017); formerly CIO/CFO at Re:Build Manufacturing (2020–mid-2022); President of Specialty Finance & Operations and earlier Principal/MD at American Capital Strategies; Vice President at Pennington Partners/PENMAN Partners. The Board has determined he is independent under Nasdaq standards and he serves on the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cannon Capital | Managing Partner | 2017–present | Capital markets, acquisition strategy; informs Board discussions on capital structure and M&A |
| Re:Build Manufacturing, LLC | Chief Investment Officer & Chief Financial Officer | 2020–mid-2022 | Operational and investment oversight at an industrial platform |
| American Capital Strategies | President, Specialty Finance & Operations; Principal & Managing Director | 1998–2017 (President 2008–2017; Principal/MD 1998–2008) | Specialty finance leadership; portfolio governance; M&A execution |
| Pennington Partners/PENMAN Partners | Vice President | 1995–1998 | Private equity portfolio work |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | — | — | No current public company directorships disclosed in the proxy |
| Various portfolio boards | Director | — | Referenced broadly via private equity roles; specific companies not named |
Board Governance
- Leadership: Independent Chairman; roles of Chair and CEO are separated per Corporate Governance Guidelines to reduce conflicts and strengthen oversight .
- Independence: All directors except the CEO are independent; O’Brien is independent and serves on the Compensation Committee .
- Committees: Compensation Committee member; 2025 membership: Scherger (Chair), Garden, O’Brien, Ziyad; fully independent; no compensation committee interlocks disclosed .
- Attendance and engagement:
- FY2024: Board held 4 in-person and 7 virtual meetings; directors had 97% attendance at full Board and 98% including committees; independent directors met in executive session six times; all directors attended the 2024 Annual Meeting .
- FY2023: Board held 4 in-person and 2 virtual meetings; 100% attendance at Board and committee meetings; all directors attended the 2023 Annual Meeting .
- Shareholder votes:
- 2025 director election results for O’Brien: For 43,058,706; Against 3,537,494; Abstain 21,561; Broker non-votes 2,519,946 .
- 2025 Say-on-Pay: For 44,170,878; Against 2,405,136; Abstain 41,747; Broker non-votes 2,519,946 .
- 2024 Say-on-Pay support was approximately 87% per proxy .
Fixed Compensation
| Component | Description | Amount/Structure |
|---|---|---|
| Annual cash retainer | Non-employee director cash retainer | $100,000 per year (paid quarterly) |
| Chairman retainer | Additional cash compensation | $25,000 per year for Chair (paid quarterly) |
| Committee chair fees | Audit, Compensation, Nominating chairs | $25,000 per year (paid quarterly) |
| Committee member fees | Additional annual cash for members | Audit $12,500; Compensation $7,500; Nominating $7,500 (effective for 2024) |
| Meeting fees | Attendance | None (no meeting fees) |
| Director | Year | Cash Fees ($) | Stock Awards ($) | Total ($) | Grant/RSU Detail |
|---|---|---|---|---|---|
| Gordon J. O’Brien | 2024 | 135,625 | 175,001 | 310,626 | RSUs granted Feb 26, 2024; vest Mar 6, 2025; 1,140 RSUs outstanding as of Dec 28, 2024 |
Director Stock Ownership Guidelines
- Non-employee directors must own at least five times their annual cash compensation; unvested time-based RSUs count; options do not. As of Dec 28, 2024, all non-employee directors exceeded the minimum .
Performance Compensation
- Directors receive time-based RSUs with one-year vesting; no director-specific performance metrics. The Compensation Committee oversees executive performance plans; key metrics and weights used for executive pay (context for Board oversight):
| Program | Metric | Weight | Notes |
|---|---|---|---|
| Annual VCIP (executives) | EBITDA $ (in millions) | 65% | Linear payout scale versus threshold/target/maximum |
| Annual VCIP (executives) | EBITDA % | 35% | EBITDA $ ÷ GAAP revenue |
| LTI PSUs (executives) | Adjusted EPS Growth | 50% | Three-year performance; cliff vest; rigorous multi-year targets |
| LTI PSUs (executives) | EV Growth (Less Net Debt) per share | 50% | Three-year performance; capital efficiency and cash generation |
| LTI PSUs modifier | Relative TSR vs peer group | ±30% | Increases at ≥75th percentile; decreases at ≤25th percentile |
- FY2024 executive annual payouts were at 19% of target, demonstrating alignment with below-target results; LTI for 2022–2024 vested ~87% of target after negative TSR modifier .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed for O’Brien |
| Committee interlocks | None; Compensation Committee affirmed no interlocks |
| Service on other boards policy | NCGC reviews number of other boards; audit committee members limited to ≤2 other public company audit committees |
Expertise & Qualifications
- Capital markets, acquisition strategy, private equity governance, and specialty finance leadership; long tenure and deep knowledge of Middleby operations and culture informing Chair judgment .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Gordon J. O’Brien | 41,146 | <1% | Latest beneficial ownership as of Mar 17, 2025 |
| RSUs outstanding (per non-employee director) | 1,140 | — | RSUs granted in 2024; vest Mar 6, 2025 |
- Hedging/pledging: Company Insider Trading Compliance Program prohibits hedging, pledging, and short selling by directors .
- Ownership guidelines compliance: All non-employee directors exceeded guidelines as of year-end 2024 .
Governance Assessment
- Strengths:
- Independent Chair with long tenure and private equity/finance expertise; separated Chair/CEO roles mitigate conflicts .
- Fully independent committees; Compensation Committee advised by an independent consultant (Aon); no interlocks .
- Strong attendance (97–100% across FY2024–FY2023) and regular executive sessions enhance oversight .
- No material related-party transactions reported since FY2024; robust policies on clawbacks and anti-hedging support alignment .
- Director ownership guidelines exceeded; equity grants maintain alignment (RSUs) .
- Watch items / signals:
- 2025 election vote shows notably higher “Against” votes for O’Brien vs most nominees (3.54 million against), potentially signaling investor scrutiny of board leadership or compensation oversight dynamics; continued investor engagement advisable .
- Say-on-Pay support was ~87% in 2024 and passed again in 2025; monitor any shifts as Compensation Committee metric set evolves to include Adjusted EPS, ROIC, and TSR per planned 2025 changes .
RED FLAGS: None identified in filings—no hedging/pledging, no related-party transactions, no committee interlocks, and attendance above governance norms . The elevated “Against” votes in 2025 for O’Brien warrant ongoing shareholder engagement focus .