Steven Spittle
MIDDLEBYAbout Steven Spittle
Steven P. Spittle, age 44, is Chief Commercial Officer (CCO) of The Middleby Corporation, serving since February 2021 after leading key operating brands within Middleby; he is one of the company’s Named Executive Officers (NEOs) . Company performance context during his tenure (FY2024): Adjusted EBITDA of $866.3 million, Adjusted EPS of $9.49, and GAAP net income of $428.4 million, with annual incentives paid at 19% of target due to below-target EBITDA results . The 2022–2024 PSU cycle vested below target after a negative TSR modifier (bottom quartile vs peers), aligning long-term equity outcomes with shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Middleby Corporation | Chief Commercial Officer | Feb 2021–Present | — |
| Middleby (Pitco Frialator & G.S. Blodgett) | Group President | Mar 2017–Feb 2021 | — |
| Pitco Frialator (Middleby) | President | Apr 2015–May 2017 | — |
External Roles
No external directorships or outside roles disclosed for Mr. Spittle in the latest proxy .
Fixed Compensation
| Metric ($USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $550,000 | $575,000 | $600,000 |
| Stock Awards (Grant-date fair value, RSUs/PSUs) | $2,102,723 | $2,396,342 | $2,597,255 |
| Non-Equity Incentive Plan (Annual Bonus) | $1,096,700 | $767,050 | $114,942 |
| All Other Compensation | $12,525 | $13,525 | $13,775 |
| Total Compensation | $3,761,948 | $3,751,917 | $3,325,972 |
Performance Compensation
Annual Incentive (VCIP – FY2024)
| Metric | Weighting | Threshold | Target | Max | Reported Result | Adjusted Result | Payout Mechanics | Mr. Spittle Payout ($) |
|---|---|---|---|---|---|---|---|---|
| EBITDA $ (in millions) | 65% | $925 | $942 | $975 | $866 | $865 | 0% of base for EBITDA$ component | $114,942 total bonus |
| EBITDA % | 35% | 22.3% | 22.5% | 23.0% | 22.4% | 22.3% | 19.2% of base for EBITDA% component | $114,942 total bonus |
| Vesting/Payment | — | — | — | — | — | — | Cash under VCIP after Compensation Committee certification | $114,942 |
Long-Term Incentives (LTI – Grants in 2024)
| Element | Grant Date | Target Value | Shares/Units | Performance Period | Metrics | TSR Modifier | Vesting |
|---|---|---|---|---|---|---|---|
| PSUs | May 14, 2024 | Included in total LTI | 12,652 target; 32,894 max with +30% TSR | FY2024–FY2026; certify in Q1 2027 | 50% Adjusted EPS Growth; 50% EV Growth (Less Net Debt) per share | ±30% vs peer group percentiles | Cliff vest based on performance; subject to TSR modifier |
| RSUs | May 14, 2024 | Included in total LTI | 6,325 | N/A | N/A | N/A | Ratable vest on Mar 1, 2025/2026/2027; shares must be held until end of 3-year PSU period |
3-Year PSU Results (Performance Period 2022–2024; certified early 2025)
| Metric Outcome | TSR Relative Result | PSU Vesting Outcome |
|---|---|---|
| Adjusted EPS Growth: 24% | TSR below 25th percentile → −30% modifier | 89% of target for Adjusted EPS PSUs (after TSR modifier) |
| EV Growth (Less Net Debt) per share: 29% | TSR below 25th percentile → −30% modifier | 84% of target for EV Growth PSUs (after TSR modifier) |
| Mr. Spittle Vested PSUs (2022–2024 cycle) | — | 8,263 shares |
2024 Stock Vested
| Name | Shares Acquired on Vesting | Value Realized |
|---|---|---|
| Steven P. Spittle | 20,511 | $3,174,839 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 42,448 shares; <1% of class |
| Outstanding Unvested RSUs (12/28/2024) | 9,227; 3,621; 6,325 RSUs outstanding, market values $1,260,224; $494,556; $863,869 (at $136.58 close) |
| Outstanding PSUs (Target, 12/28/2024) | 10,864 and 12,652 target PSUs, payout values $1,483,805 and $1,728,010 (at $136.58) |
| Options | None granted in FY2024; company did not grant options in 2024 |
| Ownership Guidelines | NEOs must hold a multiple of base salary; unvested time-based RSUs count; retain 50% of net shares until compliant; all NEOs exceed requirements as of 12/31/2024 |
| Hedging/Pledging | Prohibited by Insider Trading Compliance Program; no hedging, pledging or short selling |
Employment Terms
| Provision | Mr. Spittle |
|---|---|
| Employment Agreement | None (only CEO has an employment agreement) |
| Severance (Cash) | Not disclosed/none for non-CEO NEOs in quantification table (no cash severance entry for Spittle) |
| Termination without Cause (Equity) | RSUs: pro-rata vesting; PSUs: pro-rata based on actual performance through period-end |
| Change-in-Control (Equity) | RSUs: immediate full vest; PSUs: vest at greater of target or actual-to-date (Comp Committee determination) |
| Potential Equity Value (Illustrative at 12/28/2024) | Involuntary Termination Without Cause: $3,620,986; Change-in-Control: $6,090,785 (equity acceleration only) |
| Clawback Policy | Recovery of incentive compensation for accounting restatements/erroneous data over prior three years |
| Tax Gross-Ups | No golden parachute tax gross-ups for executive officers |
Compensation Structure Analysis
- Pay mix emphasizes equity and at-risk pay: PSUs 2/3 and RSUs 1/3 of LTI; annual bonus tied to EBITDA$ and EBITDA% .
- TSR modifier reduced 2022–2024 PSU outcomes by 30% due to bottom-quartile TSR, demonstrating downside sensitivity to shareholder returns .
- 2024 annual bonus paid at ~19% of target across NEOs; Mr. Spittle received $114,942, driven solely by EBITDA% component (EBITDA$ paid 0%) .
- 2024 LTI grants include explicit holding period on RSUs until end of related 3-year PSU cycle, moderating near-term selling pressure post-vesting .
Say‑on‑Pay & Shareholder Feedback
- FY2024 Say‑on‑Pay approval was ~87%; Committee kept framework but intends to add ROIC, Adjusted EPS Growth, and TSR to 2025 LTIP metrics in response to feedback and consultant input .
Performance & Track Record (Company context)
| Measure | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($000s) | $436,569 | $400,882 | $428,433 |
| Adjusted EBITDA ($000s) | $853,408 | $900,394 | $866,295 |
| Adjusted EPS ($/share) | $9.10 | $9.70 | $9.49 |
Investment Implications
- Alignment and downside sensitivity: The negative TSR modifier on PSUs and 2024 bonus at 19% of target indicate real pay-for-performance discipline; equity remains the dominant lever (PSUs/RSUs) for Mr. Spittle .
- Limited forced selling risk near vest dates: RSUs from 2024 grant vest in tranches through 2027 but must be held until the PSU cycle ends, reducing immediate sell pressure; hedging/pledging is prohibited, further supporting alignment .
- Retention and change-in-control economics: No disclosed cash severance for Spittle, but meaningful equity acceleration on termination without cause or change-in-control suggests retention is primarily equity-driven; monitor PSU performance trajectory and TSR vs peer group for future payout risk .
- Upcoming catalysts: 2024–2026 PSU cycle depends on Adjusted EPS Growth and EV Growth per share, with potential ±30% TSR overlay; improvements in these measures and relative TSR will directly affect Mr. Spittle’s realized LTI .