Sarah Palisi Chapin
MIDDLEBYAbout Sarah Palisi Chapin
Independent director of The Middleby Corporation since 2013; age 63. Principal of Chapin Creative, LLC (business incubation, strategy, marketing advisory) since 2016. Previously CEO and board member of Hail Merry (gluten-free, vegan snacks); earlier CEO then Chairman of Enersyst Development Center (food processing IP/licensing); Vice President of Worldwide Business Strategy at Burger King (co-led creation of Restaurant Services, Inc., the purchasing coop); began in foodservice as Director of New Concepts & Engineering at Pizza Hut. Core credentials: strategy, franchising, commercial kitchen technology, brand/marketing, product development, operations excellence, market expansion, and M&A in food service/processing. Independent; Chair of the Nominating & Corporate Governance Committee (NCGC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chapin Creative, LLC | Principal | 2016–present | Business incubation, strategy, marketing advisory |
| Hail Merry | CEO; Board Member | ~2009–2016 | Led gluten-free, vegan snacks brand; operating leadership |
| Enersyst Development Center | CEO; later Chairman | 1995–2003 | IP development/licensing in food processing, vending, foodservice |
| Burger King Corporation | VP, Worldwide Business Strategy | 1990–1995 | Co-leader for Restaurant Services, Inc. (purchasing coop) |
| Pizza Hut | Director, New Concepts & Engineering | 1985–1990 | Early career in commercial foodservice innovation |
External Roles
| Organization | Type | Tenure | Committee roles / Notes |
|---|---|---|---|
| Caribou Coffee Company | Public company (former) | 2007–2013 | Compensation Committee Chair; Nominating & Corporate Governance Committee member |
| FlowTrans LLC | Private company | Since 2021 | Liquid food-grade tanker logistics (Board) |
| Yummy Spoonfuls | Private company | 2014–2018 | Organic baby/toddler food (Board) |
| Hail Merry | Private company | 2009–2016 | Plant-based food brand (Board) |
| PrimeSource Foodservice Equipment Distributors | Private company | 2002–2012 | Board member |
| IRM | Private company | 1998–2008 | Data analytics subscription company (Board) |
| Enersyst Development Center | Private company | 1995–2002 | Board member |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Chapin is listed as INDEPENDENT and serves as NCGC Chair .
- Committee assignments: Chair, NCGC; NCGC members in FY24 included Chapin (Chair), McCarthy, Nerbonne; Bowerman joined 2/24/25. NCGC met once virtually and four times in person in FY2024 (5 meetings) .
- Board/committee attendance: FY2024 attendance was 97% for full Board and 98% including committees; independents held six executive sessions without management .
- Board structure: Independent Chairman (Gordon O’Brien); separate Chair/CEO roles; all committees composed entirely of independent directors .
- Stockholder engagement: Outreach to top 30 holders (~87% of shares); meetings/correspondence with holders representing ~63% of shares in early 2025 .
- Related-party transactions: No material reportable related person transactions since the beginning of FY2024; Audit Committee reviews/approves any such transactions .
- Hedging/pledging: Company prohibits hedging, pledging, and short selling of Company stock under its Insider Trading Compliance Program .
Fixed Compensation
Director pay program and Chapin’s FY2024 compensation.
| Component | Pay form | Amount/Structure | Source |
|---|---|---|---|
| Annual cash retainer (non-employee director) | Cash (quarterly) | $100,000 | |
| Committee chair fee (NCGC) | Cash (quarterly) | $25,000 | |
| Committee member fee (NCGC) | Cash (quarterly) | $7,500 | |
| Annual equity grant (non-employee director) | RSUs (one-year vest) | $175,000 grant-date value | |
| Meeting fees | — | None |
| Director (FY2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Sarah Palisi Chapin (NCGC Chair) | 132,500 | 175,001 | 307,501 |
| Notes | Cash = $100,000 retainer + $25,000 chair fee + $7,500 NCGC member fee; RSUs granted Feb 26, 2024, fair value per ASC 718; RSUs vested Mar 6, 2025 | ||
| Sources |
Performance Compensation
- Directors receive time-based RSUs (no performance metrics). 2024 director RSUs were granted 2/26/2024 with grant-date fair value of $175,001 and vested on 3/6/2025; as of 12/28/2024 each non-employee director held 1,140 outstanding RSUs .
- No stock options, TSR/EBITDA/EPS performance conditions, or meeting-based fees apply to directors .
| Equity detail (Director RSUs) | Grant date | Shares outstanding at 12/28/2024 | Vest date | Grant-date fair value |
|---|---|---|---|---|
| Non-employee director RSUs (each) | Feb 26, 2024 | 1,140 | Mar 6, 2025 | 175,001 |
| Source |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Chapin (past public directorship at Caribou Coffee 2007–2013) .
- Compensation Committee interlocks: None (Board disclosure) .
- Service-on-other-boards policy: No hard cap, but NCGC reviews commitments; Audit Committee members limited to serving on ≤2 other public company audit committees .
Expertise & Qualifications
- 30+ years across foodservice and food processing; strategy, franchising, commercial kitchen technology, brand management, product development, marketing, operations, expansion, and acquisition strategy .
- Governance: Chairs NCGC; oversees director training, annual evaluations/skillset assessment; succession planning for Board/committees; sustainability oversight .
- Board practices: Independent committees; independent Chairman; annual evaluations; stock ownership guidelines; clawback (executive-focused) and robust compliance policies .
Equity Ownership
| Holder | Total beneficial ownership (shares) | % of class | Unvested RSUs | Ownership guidelines | Compliance status |
|---|---|---|---|---|---|
| Sarah Palisi Chapin | 6,611 | <1% | 1,140 (each non-employee director as of 12/28/2024) | 5x annual cash compensation for non-employee directors (RSUs count; 5-year compliance window) | All non-employee directors exceeded minimum as of 12/28/2024 |
| Sources |
Policy note: Hedging, pledging, and short selling of Company stock are prohibited for directors, officers, and employees under the Insider Trading Compliance Program, supporting alignment with shareholders .
Governance Assessment
-
Strengths
- Independent long-tenured director (since 2013) with deep domain experience across foodservice operations, franchising, and commercial kitchen technology; Chairs the NCGC with direct oversight of evaluations, succession, and sustainability policies .
- Clear alignment mechanisms: meaningful annual equity in RSUs, stringent director stock ownership guideline (5x cash retainer), and company-wide prohibition on hedging/pledging; all non-employee directors above guideline as of 12/28/2024 .
- Board/process quality: fully independent committees, independent Chairman, strong attendance (97% Board; 98% including committees), regular executive sessions, robust shareholder engagement (reached out to ~87% of shares; met/corresponded with ~63%) .
- Pay practices show responsiveness: independent consultant (Aon) used for Board pay; 2024 adjustments to director cash retainers and RSU values grounded in peer analysis .
- No material related-party transactions disclosed in FY2024; no compensation committee interlocks .
-
Watch items
- NCGC met five times in FY2024 (one virtual, four in person); continued monitoring of cadence and depth of governance work advisable amid active shareholder environment (noting 2/24/2025 Cooperation Agreement with Garden Investment Management adding a director) .
- Director equity grants are time-based (1-year vest) rather than performance-based; alignment mitigants include ownership guidelines and trading restrictions .
-
Shareholder sentiment signals
- Say-on-pay support was approximately 87% at the 2024 annual meeting—supportive backdrop for governance/compensation practices .
- Cooperation Agreement (Feb 24, 2025) with Garden Investment Management reflects active engagement and potential for further governance focus; not directly related to Chapin but pertinent to Board dynamics .