Nassem Ziyad
MIDDLEBYAbout Nassem A. Ziyad
Independent director of The Middleby Corporation since 2017; age 59. Executive Chairman of Ziyad Brothers Importing since 2022, after serving as CEO/COO since 1983. Core credentials include extensive global experience in marketing, branding, and financial management of food products; brings perspective on ethnic food distribution, cross-border trade, brand management, and marketing. Committees: Audit; added to Compensation Committee effective March 19, 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ziyad Brothers Importing | Executive Chairman | 2022–present | Leads a distributor/marketer of diverse ethnic food products representing multinational customers; expertise in branding and financial management. |
| Ziyad Brothers Importing | CEO/COO | 1983–2022 | Long-term leadership over global marketing, branding, and financial management across food products. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the proxy. |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; Ziyad is listed as INDEPENDENT.
- Committee memberships: Audit Committee member; Compensation Committee member since March 19, 2025; not a chair.
- Board activity and attendance: In FY2024 the Board held 4 in-person and 7 virtual meetings; directors collectively had 97% attendance at full Board and 98% including committees; independent directors held six executive sessions without management. (Company-wide rates; individual attendance not disclosed.)
- Audit Committee cadence: Met five times virtually and once in person during FY2024; members designated “financially sophisticated” and “audit committee financial experts.”
- Compensation Committee cadence: Met two times virtually and four times in person during FY2024; advised by an independent compensation consultant; no interlocks.
- Governance practices: Separate independent Chairman; majority vote standard; clawback policy; anti-hedging/pledging; stock ownership guidelines for directors (5× annual cash compensation).
Fixed Compensation (Non‑Employee Director)
| Component | Structure | Amount/Terms |
|---|---|---|
| Annual cash retainer | Paid quarterly | $100,000. |
| Chairman of the Board add-on | Paid quarterly | $25,000 (not applicable to Ziyad). |
| Committee chair fee | Paid quarterly | $25,000 (not applicable to Ziyad). |
| Audit Committee member fee | Paid quarterly | $12,500 (applicable to Ziyad). |
| Compensation/NCG member fee | Paid quarterly | $7,500 (Comp membership added 3/19/2025; FY2024 fees reflect roles that year). |
| Meeting fees | — | None. |
| Director (FY2024) | Cash Fees ($) | Equity RSUs Grant-Date Fair Value ($) | Total ($) |
|---|---|---|---|
| Nassem A. Ziyad | 114,375 | 175,001 | 289,376 |
Performance Compensation (Director)
| Item | Details |
|---|---|
| Performance-linked pay | None for non-employee directors; equity is time-based RSUs with one-year vesting. |
| March 2024 RSU grant | Grant-date fair value $175,001; RSUs vested March 6, 2025; each non-employee director held 1,140 outstanding RSUs as of Dec 28, 2024. |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| — | — | — | No other public company board service disclosed; Compensation Committee notes “no compensation committee interlocks.” |
Expertise & Qualifications
- Extensive experience in global ethnic food distribution, branding, and financial management, informing Board oversight on brand management and marketing.
- Brings practical knowledge of cross-border trade and global ethnic food trends relevant to Middleby’s end markets.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | RSUs Outstanding (12/28/2024) | Ownership Guidelines Compliance | Pledging/Hedging |
|---|---|---|---|---|---|
| Nassem A. Ziyad | 13,031 | <1% | 1,140 | All non‑employee directors exceeded 5× cash retainer guideline as of 12/28/2024. | Company policy prohibits hedging, pledging, short selling. No pledging disclosed. |
Governance Assessment
- Board effectiveness: Independent director with audit and compensation committee experience; committees composed entirely of independent directors; independent Chairman; robust risk oversight across audit, compensation, and NCGC. Positive signal for governance quality.
- Independence & attendance: Independent status affirmed; Company-wide attendance strong (97% Board; 98% including committees). Individual attendance not disclosed.
- Compensation alignment: Director pay mix balanced—fixed cash plus time-based RSUs; no meeting fees; ownership guidelines at 5× cash retainer with full compliance. Aligns incentives without over-risking.
- Conflicts/related-party exposure: Proxy reports no material related person transactions since beginning of FY2024; directors must pre-notify before adding external boards; audit committee reviews related party items. No red flags identified for Ziyad.
- Risk indicators: Anti-hedging/pledging policy; clawback policy; no option repricing; no golden parachute tax gross-ups; Compensation Committee advised by independent consultant; “no interlocks.” Supportive of investor confidence.
- Shareholder signals: Say‑on‑Pay support ~87% at 2024 annual meeting; ongoing shareholder engagement program covering ~63% of outstanding shares in early 2025.
RED FLAGS
- None disclosed specific to Nassem Ziyad: no related-party transactions, pledging/hedging, or committee interlocks reported; individual meeting attendance metrics not disclosed (monitor future proxies).