Tejas Shah
MIDDLEBYAbout Tejas P. Shah
Tejas P. Shah, age 45, is an independent director of The Middleby Corporation (MIDD) since 2024 and serves on the Audit Committee where he is designated an “audit committee financial expert” under SEC rules . Professionally, he is Chief Information Officer at Fluence Energy Inc. (since 2023) and previously held CIO and senior product/software leadership roles at Tonal (2022–23) and Arlo Technologies Inc. (2018–22), bringing deep cybersecurity, SaaS, and IT expertise to Middleby’s board oversight, particularly in cyber risk management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fluence Energy Inc. | Chief Information Officer | 2023–present | Senior executive overseeing product/technology; aligns with Middleby’s cyber risk oversight needs |
| Tonal | Chief Information Officer | 2022–2023 | CIO driving technology execution; relevant to digital transformation |
| Arlo Technologies Inc. | CIO; SVP Product & CIO; SVP Software, SaaS & Services & CIO | 2018–2022 | Led product, software and services; enhances board capability in cybersecurity, IT, and SaaS governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bugcrowd, Inc. | Board Advisor | Since 2019 | Cybersecurity platform; adds practical threat intelligence perspective to Audit Committee oversight |
Board Governance
- Committee assignments: Audit Committee member (alongside McCarthy, Scherger); Audit met five times virtually and once in person in FY2024; Shah is designated “financially sophisticated” and an “audit committee financial expert” per SEC rules and meets Nasdaq independence criteria for audit members .
- Independence: Board determined all directors except the CEO are independent; committees (Audit, Compensation, Nominating & Corporate Governance) composed entirely of independent directors .
- Attendance/engagement: Board held 4 in-person and 7 virtual meetings in FY2024; directors had 97% attendance at board meetings and 98% including committees; independent directors held six executive sessions without management; directors are expected to attend the annual meeting and did so virtually in 2024 .
- Risk oversight: Audit Committee oversees financial reporting, internal controls, credit/liquidity, and cybersecurity/information security; receives periodic updates from senior management on cyber and information security matters .
- Other boards policy: Prior notice required before accepting outside board seats; Audit Committee members may serve on no more than two other public company audit committees simultaneously—Shah has no disclosed public-company directorships, so he complies .
Fixed Compensation
- Structure (FY2024): Annual cash retainer $100,000; Chairman add’l $25,000; committee chair add’l $25,000; Audit member add’l $12,500; Compensation/NCGC member add’l $7,500; equity via annual RSU grant with one-year vesting, $175,000 grant-date value; no meeting fees .
- Shah’s FY2024 director pay: Cash fees $112,500; Stock awards $175,001; Total $287,501 .
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 100,000 | Paid quarterly |
| Audit Committee member add’l | 12,500 | Paid quarterly |
| RSU grant (grant-date fair value) | 175,001 | One-year vest; awarded Feb 26, 2024; vested Mar 6, 2025 |
| Total FY2024 (Shah) | 287,501 | Fees + RSU grant |
Performance Compensation
Directors receive time-based RSUs (no PSUs/options); equity aligns interests but is not performance-conditioned for directors.
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| RSUs (annual director grant) | Feb 26, 2024 | 1,140 per non-employee director | 175,001 | One-year vest; vested March 6, 2025 |
- Ownership guidelines for directors: Required holdings equal to 5× annual cash compensation; unvested time-based RSUs count; options do not; compliance required within five years; as of Dec 28, 2024 all non-employee directors exceeded minimums .
Other Directorships & Interlocks
| Type | Company | Role | Interlock/Conflict Considerations |
|---|---|---|---|
| Public company boards | None disclosed | — | No disclosed public directorships; reduces interlock risk |
| Private/other | Bugcrowd, Inc. | Board Advisor | Cybersecurity advisory role; no disclosed transactions with Middleby |
| Employment | Fluence Energy Inc. | CIO | No disclosed related-party transactions with Middleby |
- Related-party transactions: None material reportable since beginning of FY2024; Audit Committee reviews and approves any related-person transactions on arm’s-length terms .
Expertise & Qualifications
- Cybersecurity/IT/SaaS leadership with global execution experience; strengthens audit oversight of cyber and operational infrastructure risk .
- Audit Committee financial expertise: Board determined Shah qualifies as an “audit committee financial expert” and is financially sophisticated per Nasdaq Rule 5605(c)(2) .
- Governance and compliance orientation: Experience in product/technology innovation and operational matters; complements Board’s skillset matrix in risk & technology and governance domains .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Tejas P. Shah | 1,140 | <1% | Reflects RSUs held as of Dec 28, 2024; unvested RSUs count toward director guideline compliance |
- Hedging/pledging: Company prohibits hedging, pledging, short selling and derivative transactions in Company stock; robust Insider Trading Compliance Program .
- Ownership guidelines: Directors must hold 5× annual cash compensation; all exceeded minimums as of Dec 28, 2024 .
Governance Assessment
- Strengths: Independent Audit Committee with Shah as an SEC-defined financial expert; formal cyber risk oversight; strong board independence and separation of Chairman/CEO; high aggregate attendance; director ownership guidelines and clawback framework support alignment and accountability .
- Compensation alignment: Director pay is balanced, with modest cash retainers and annual RSUs; RSU vesting encourages holding and long-term orientation; no director meeting fees; independent consultant (Aon) benchmarks director pay using the same peer group as executives .
- Shareholder signals: Say-on-Pay support ~87% in 2024; planned evolution of executive LTI metrics (adding ROIC and TSR with Adjusted EPS Growth) indicates responsiveness—supportive of overall governance environment Shah operates within .
- RED FLAGS: None disclosed specific to Shah—no material related-party transactions; no hedging/pledging; no public-company audit committee overload; no Section 16(a) delinquency disclosure impacting him in the proxy .