Stephen Scherger
MIDDLEBYAbout Stephen R. Scherger
Independent director of The Middleby Corporation since 2024; age 60. Executive Vice President and Chief Financial Officer of Graphic Packaging Holding Company (CFO since 2015; previously SVP–Finance in late 2014 and SVP, Consumer Packaging Division 2012–2014). Prior 26-year career at MeadWestvaco with senior roles across strategy, finance, and international operations. At Middleby, serves on the Audit Committee (audit committee financial expert) and chairs the Compensation Committee effective February 24, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Graphic Packaging Holding Company | Executive Vice President & CFO | 2015–present | Multi-dimensional finance leader driving revenue growth and margins; experience across 15 acquisitions |
| Graphic Packaging Holding Company | SVP – Finance | Oct 1, 2014–Dec 31, 2014 | Corporate finance leadership ahead of CFO role |
| Graphic Packaging Holding Company | SVP, Consumer Packaging Division | Apr 2012–Sep 2014 | Division leadership; operational and P&L ownership |
| MeadWestvaco Corporation | President, Beverage & Consumer Electronics; VP Corporate Strategy; VP & GM Beverage Packaging; CFO, Papers Group; VP APAC & LATAM Beverage Packaging; CFO Beverage Packaging | 1986–2012 | Global operations, strategy, finance, and segment leadership across geographies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Junior Achievement of Georgia | Board (private) | Since 2016 | Community and youth development engagement |
| Paperboard Packaging Council | Board (private) | Since 2022 | Industry advocacy and best-practice sharing |
Board Governance
| Area | Details |
|---|---|
| Independence | Board determined all directors other than the CEO are independent; Scherger is independent |
| Committees | Audit Committee member (financially sophisticated; audit committee financial expert); Compensation Committee Chair (effective Feb 24, 2025) |
| Committee cadence (FY2024) | Audit: five virtual + one in-person; Compensation: two virtual + four in-person; NCGC: one virtual + four in-person |
| Board attendance | 2024 board: 4 in-person + 7 virtual; directors collectively 97% attendance at board and 98% including committees; six independent-only executive sessions |
| Annual meeting | All directors virtually attended 2024 Annual Meeting |
| Stockholder engagement | 2025 outreach to top 30 holders (~87% of shares); engagement with ~63% of shares outstanding on governance and sustainability |
| Governance safeguards | Independent Chair; majority-independent board; independent committees; clawback policy; hedging/pledging prohibited; annual evaluations and skillset assessments |
Fixed Compensation
| Component | Structure/Amount | FY2024 Award to Scherger |
|---|---|---|
| Annual cash retainer | $100,000 (paid quarterly) | $120,000 total cash fees in FY2024 (includes committee membership fees) |
| Committee chair fees | $25,000 (Audit, Compensation, NCGC) | N/A for FY2024; Compensation Chair role effective Feb 24, 2025 |
| Committee member fees | $12,500 (Audit); $7,500 (Comp, NCGC) | Included within FY2024 cash total (member of Audit and Compensation) |
| Equity grant | RSUs; one-year vest; grant-date value $175,000 | $175,001 RSU grant on Feb 26, 2024; RSUs vested Mar 6, 2025; 1,140 RSUs outstanding as of Dec 28, 2024 |
Notes:
- Directors do not receive meeting fees .
- Director equity granted annually in March, one-year vest, no dividends paid/accumulated on unvested RSUs .
Performance Compensation
Directors do not receive performance-based awards; annual equity is time-based RSUs with one-year vest and holding policies. No director-specific performance metrics apply to RSU grants .
Other Directorships & Interlocks
| Company | Role | Public company board? | Interlocks/Notes |
|---|---|---|---|
| Graphic Packaging Holding Company | Executive Vice President & CFO | Not a director | No material related-person transactions reported by Middleby since the beginning of FY2024 |
- Policy limit: Audit Committee members may not serve simultaneously on more than two other public company audit committees (capacity safeguard) .
Expertise & Qualifications
- Audit committee financial expert; financially sophisticated under Nasdaq Rule 5605(c)(2) .
- Senior finance leadership (public company CFO), complex transactions, capital structures, and multi-year M&A integration experience .
- International operations leadership across APAC and LATAM; strategic planning and operational oversight .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 1,140 shares reported (less than 1% of class) |
| RSUs outstanding | 1,140 RSUs outstanding as of Dec 28, 2024 (granted Feb 26, 2024; vested Mar 6, 2025) |
| Ownership guidelines | Non-employee directors must hold 5x annual cash compensation; unvested time-based RSUs count toward compliance; all non-employee directors exceeded minimums as of Dec 28, 2024 |
| Hedging/pledging | Prohibited under Insider Trading Compliance Program; no hedging, pledging, or short-selling |
Governance Assessment
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Strengths
- Independent director; audit committee financial expert; now chairs Compensation Committee—strong alignment with governance best practices .
- Board and committee independence, robust attendance (97% board; 98% incl. committees), and regular independent-only sessions bolster oversight quality .
- Director pay structure mixes cash and equity; stock ownership guidelines enforced with full compliance; hedging/pledging prohibited, supporting alignment .
- No compensation committee interlocks; use of independent consultant (Aon) with independence affirmed; structured pay-for-performance for executives (signal of compensation rigor even if not directly applicable to director pay) .
- No material related-person transactions reported—low conflict exposure .
- 2024 Say-on-Pay support ~87% indicates investor confidence in compensation governance .
-
Watch items
- Significant external executive role (public company CFO) increases time commitments; Middleby mitigates via policy limits on audit committee service elsewhere and strong board attendance expectations .
- Compensation Chair appointment (Feb 24, 2025) places Scherger at center of pay design—continued transparency on metrics and shareholder engagement will be important, especially as 2025 LTI metrics evolve (Adjusted EPS, ROIC, TSR) .
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Overall signal
- Scherger’s finance expertise and committee leadership, combined with Middleby’s governance framework and engagement, support investor confidence; absence of related-party issues and strict ownership/insider trading policies reduce governance risk .