James Pool
MIDDLEBYAbout James K. Pool III
James K. Pool III is Middleby’s Chief Technology and Operations Officer (CTOO) since February 2021, after serving as Company Group President and President of TurboChef Technologies, LLC from 2011 to February 2021 . He is 53 years old as of March 28, 2025 . During his tenure on the senior team, Middleby reported Adjusted EBITDA of $866.3 million and Adjusted EPS of $9.49 in 2024; the company’s total shareholder return (TSR) for 2024 corresponded to a $123.68 value of an initial $100 investment, with Net Income of $428.4 million . Middleby’s executive program emphasizes pay-for-performance (PSUs tied to Adjusted EPS Growth and Enterprise Value Growth per share with a ±30% TSR modifier), stock ownership guidelines, and a clawback policy, aligning CTOO incentives with shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Middleby Corporation | Chief Technology and Operations Officer | Feb 2021–present | Not disclosed in proxy |
| TurboChef Technologies, LLC (Middleby) | Company Group President and President | 2011–Feb 2021 | Not disclosed in proxy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external roles disclosed for Mr. Pool |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $575,000 | $600,000 |
| Target Bonus (% of Base) | 100% | 100% |
| Max Bonus (% of Base) | 200% | 200% |
| Actual Annual Incentive Paid ($) | $767,050 | $114,942 |
| Notes | 2023 EBITDA$ and EBITDA% adjustments yielded 63.3% and 70% of base respectively | 2024 adjusted outcomes: EBITDA$ payout 0%, EBITDA% payout 19.2% of base |
Performance Compensation
Annual Incentive Plan – FY 2024 Outcomes (VCIP)
| Metric | Weight | Threshold | Target | Target+ | Max | Reported Result | Adjusted Result | Payout (% of Base) |
|---|---|---|---|---|---|---|---|---|
| EBITDA $ (in $MM) | 65% | $925 | $942 | $958 | $975 | $866 | $865 | 0% |
| EBITDA % | 35% | 22.3% | 22.5% | 22.7% | 23.0% | 22.4% | 22.3% | 19.2% |
Long‑Term Equity Incentives – Grants
| Grant | Date | Vehicle | Target Shares (#) | Grant Date Fair Value ($) | Key Metrics & Weighting | Vesting |
|---|---|---|---|---|---|---|
| FY 2024 LTI | May 14, 2024 | PSUs | 12,652 | $1,730,667 | 50% Adjusted EPS Growth; 50% Enterprise Value Growth (Less Net Debt) per share; ±30% TSR modifier | Cliff vest after 3-year performance period; vesting to be certified in early 2027 |
| RSUs | 6,325 | $866,588 | Time-based (no TSR modifier) | Ratable over March 2025, March 2026, March 2027; shares held until end of related 3-year PSU performance period | ||
| FY 2023 LTI | Aug 9, 2023 | PSUs | 10,864 | $1,596,465 | 50% Adjusted EPS Growth; 50% Enterprise Value Growth (Less Net Debt) per share; ±30% TSR modifier | Cliff vest after 3-year performance period; vesting to be certified in early 2026 |
| RSUs | 5,431 | $799,878 | Time-based (no TSR modifier) | Ratable over March 2024, March 2025, March 2026; shares held until end of related 3-year PSU performance period |
Long‑Term Equity Incentives – Performance and Payout (2012‑2024 Award Performance Window)
| Performance Period | Metric | Actual Performance | TSR Modifier | Payout vs Target | Shares Vested (#) |
|---|---|---|---|---|---|
| 2022–2024 | Adjusted EPS Growth | 24% | Bottom quartile (−30%) | 89% of target | 8,263 PSUs (Pool) |
| 2022–2024 | EV Growth (Less Net Debt) per share | 29% | Bottom quartile (−30%) | 84% of target | Included in total above |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Mar 17, 2025) | 44,263 shares; <1% of class |
| Beneficial Ownership (Mar 15, 2024) | 35,944 shares; <1% of class |
| Stock Ownership Guidelines | NEOs must hold a multiple of salary; unvested time-based RSUs count; all NEOs exceeded requirements as of Dec 31, 2024 |
| Hedging/Pledging | Prohibited by Insider Trading Compliance Program; no hedging, pledging, or short selling |
| Outstanding Unvested RSUs (Dec 28, 2024) | 9,227; 3,621; 6,325 (by grant) |
| Outstanding Unearned PSUs (Target at Dec 28, 2024) | 10,864; 12,652 (by grant) |
| Options | No option grants in 2024; none disclosed outstanding for Pool |
| Upcoming RSU Vesting Dates | 2024 grant: one‑third on each of March 1, 2025, March 1, 2026, March 1, 2027 (subject to employment; shares held until end of PSU period) |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | None for Mr. Pool (only CEO has an employment agreement) |
| Termination Without Cause | Pro‑rata vesting of time-based RSUs and PSUs based on actual performance and time served; no cash severance disclosed for Mr. Pool |
| Change in Control | RSUs: vest in full; PSUs: vest at greater of target or actual performance measured immediately pre‑CIC |
| CIC/Termination Value (Dec 28, 2024) | Involuntary termination without cause: $3,620,986 (accelerated equity only); Change in Control: $6,090,785 (accelerated equity only) |
| Clawback Policy | Recovery of incentive comp for restatements causing overpayment, in prior 3 completed fiscal years (NASDAQ Rule 10D‑1 compliant) |
| Tax Gross‑Ups | No golden parachute tax gross‑ups for executive officers |
Additional Notes and Risk Indicators
- Limited perquisites; 2024 other comp for Mr. Pool included health savings contribution ($1,375), life insurance premiums ($2,070), and 401(k) match ($5,750) .
- Section 16 reporting: Form 4s for certain 2023 RSU/PSU vestings were filed late for multiple NEOs, including Mr. Pool; subsequently corrected .
- Related party transactions: none material since start of FY 2024 .
Company Performance Context (for Incentive Alignment)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($000s) | $436,569 | $400,882 | $428,433 |
| Adjusted EBITDA ($000s) | $853,408 | $900,394 | $866,295 |
| Adjusted EPS ($) | $9.10 | $9.70 | $9.49 |
| TSR – $100 Initial Investment | $125.66 | $134.38 | $123.68 |
Compensation Structure Highlights
- Mix: Performance‑based equity (PSUs) ~67%, time‑based RSUs ~33%; annual cash bonus tied to EBITDA$ and EBITDA% .
- 2024 VCIP payouts reflected below‑target achievement (19.2% of base on EBITDA% and 0% on EBITDA$), signaling downside sensitivity in annual cash comp .
- 2022‑2024 LTI results were reduced by a negative TSR modifier (bottom quartile), vesting at ~87% of target, illustrating linkage to shareholder returns .
- No stock option grants in 2024, consistent with a shift toward RSUs/PSUs that reduce repricing risk and tighten alignment .
Governance, Peer Benchmarking, and Shareholder Input
- Compensation peer groups updated; peers span industrials and capital goods (e.g., AMETEK, Dover, Regal Rexnord, Rockwell) .
- Say‑on‑pay approvals: ~90% (2023) and ~87% (2024), with planned 2025 LTI metric refinement to include Adjusted EPS Growth, ROIC, and TSR .
- Ownership guidelines and clawback policy strengthen alignment and risk mitigation .
Investment Implications
- Incentive alignment: Pool’s compensation is heavily tied to three‑year PSUs (Adjusted EPS Growth and EV per share) with a TSR modifier, plus strict ownership, hedging/pledging prohibitions, and clawbacks—supportive of shareholder alignment and multi‑year value creation .
- Near‑term selling pressure: Ratable RSU vestings in March 2025/2026/2027 and pro‑rata vesting mechanics on termination may create periodic supply, but required holding until PSU period end tempers immediate sell‑through risk .
- Performance sensitivity: The 2024 cash bonus outcome (19.2% of base) and 2022‑2024 TSR penalty on PSUs show tangible downside linkage, while planned inclusion of ROIC in 2025 LTI should sharpen capital efficiency incentives .
- Retention/contract risk: No standalone employment agreement or cash severance for Pool; retention levers are primarily equity‑based with CIC acceleration—monitor equity vest schedules and any Form 8‑K 5.02 changes .