Robert Nerbonne
MIDDLEBYAbout Robert A. Nerbonne
Robert A. Nerbonne (age 67) has served as an independent director of The Middleby Corporation since 2019. He brings decades of leadership in commercial foodservice equipment, including CEO roles and M&A experience, and currently serves on Middleby’s Nominating and Corporate Governance Committee. His background includes leadership positions at Ali Group North America, Enodis/Welbilt, Pitco, and Cooper-Atkins, aligning closely with Middleby’s end markets and operational context . The Board has determined that all directors other than the CEO are independent, reaffirming Mr. Nerbonne’s independent status .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ali Group North America | Chief Executive Officer | 2009–2011 | Led North American operations of a leading foodservice equipment manufacturer |
| Enodis (today Welbilt) | Group President, Americas; other senior roles | 2002–2009 | Regional leadership across Americas in commercial foodservice equipment |
| Pitco (acquired by Middleby) | President | 1988–1998 | Led fryer and cooking equipment business prior to acquisition by Middleby |
| Cooper-Atkins Corporation | Consultant | 2012–2014 | Industry and operational advisory (temperature/monitoring solutions) |
| Cooper-Atkins Corporation | Officer and Board Member | 2014–2018 | Governance and executive responsibilities pre-acquisition by Emerson |
| Multiple commercial foodservice equipment companies | CEO/President (former) | — | Broad executive leadership and M&A execution experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cooper-Atkins Corporation (private) | Officer and Board Member | 2014–2018 | No current public company boards are disclosed for Mr. Nerbonne in the proxy |
Board Governance
- Committee assignments: Nominating and Corporate Governance Committee (member; Chair is Sarah Palisi Chapin). 2024 NCGC meetings: one virtual, four in-person .
- Independence: Listed as INDEPENDENT in his biography; Board determined all directors except the CEO are independent .
- Board attendance and engagement: In FY2024, the Board held four in-person and seven virtual meetings; directors achieved 97% attendance at full Board meetings and 98% including committees; independent directors met in executive session six times .
- Board leadership: Separate Chairman and CEO; independent Chairman Gordon J. O’Brien .
- Director development: Orientation and mandatory continuing education via NACD membership and training arranged by the NCGC .
- Related-party oversight: Audit Committee reviews and approves related person transactions; none material reported since the beginning of fiscal 2024 .
- Trading controls: Policy prohibits hedging, pledging, and short selling of Company stock by directors and employees .
Fixed Compensation
| Component | FY2024 Amount ($) | Terms/Notes |
|---|---|---|
| Cash fees (reported) | 107,500 | As disclosed in director compensation table |
| Annual cash retainer | 100,000 | Paid quarterly; applies to all non-employee directors |
| Committee membership fee (NCGC) | 7,500 | Additional annual cash for NCGC members; no meeting fees |
| Committee chair fee (if applicable) | — | Not applicable (Mr. Nerbonne is not a chair) |
| Board Chair premium | — | Not applicable (separate $25,000 applies only to Chair) |
Directors do not receive meeting fees .
Performance Compensation
| Component | Grant Date | Units | Grant-Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual) | Feb 26, 2024 | 1,140 | 175,001 | Vested Mar 6, 2025 | Each non-employee director received RSUs valued at $175,001; 1,140 RSUs outstanding as of Dec 28, 2024; time-based vesting (no performance metrics) |
- No option awards or performance-vesting equity are disclosed for directors; the RSU award is time-based and not tied to specific performance metrics .
Other Directorships & Interlocks
| Category | Company | Role | Overlap/Interlock |
|---|---|---|---|
| Public company boards (current) | — | — | None disclosed for Mr. Nerbonne |
| Private company boards (prior) | Cooper-Atkins Corporation | Officer and Board Member | No related-party transactions reported for FY2024 period |
Expertise & Qualifications
- Deep commercial foodservice industry leadership with CEO and president roles across multiple equipment companies; M&A background supporting strategic oversight .
- Relevant skills cited by Middleby: extensive leadership within the industry and transaction experience that inform long-term strategy and market responsiveness .
Equity Ownership
| Holder | Beneficial Shares | % of Class | Unvested RSUs (12/28/2024) | Ownership Guideline | Compliance Status | Hedging/Pledging |
|---|---|---|---|---|---|---|
| Robert A. Nerbonne | 23,113 | <1% | 1,140 | 5x annual cash compensation; unvested time-based RSUs count; options do not count | As of 12/28/2024, all non-employee directors exceeded minimums | Prohibited by policy |
Citations: Beneficial ownership and % of class ; RSUs outstanding, vesting terms, and award value ; Ownership guideline details and compliance status ; Hedging/pledging prohibition .
Governance Assessment
- Strengths: Independent director with directly relevant operator and M&A experience; active NCGC member; strong board attendance culture (97%/98%); independent Chairman; robust director education and ownership guidelines (all non-employee directors exceed requirements); prohibitions on hedging/pledging; no material related-party transactions reported in FY2024 .
- Compensation alignment: Balanced cash/equity mix consistent with market; 2024 RSU grant is time-based with one-year vesting; no meeting fees; structure reflects added committee workload via member fees (NCGC $7,500) .
- Potential watch items: Activist-related cooperation agreement added Edward P. Garden to the Board in 2025, which may signal heightened focus on performance and governance; not specific to Mr. Nerbonne but relevant to overall board dynamics .
RED FLAGS: None identified specific to Mr. Nerbonne. Company policies prohibit hedging and pledging, and the proxy reports no material related-person transactions in the relevant period .