Timothy FitzGerald
MIDDLEBYAbout Timothy FitzGerald
Timothy J. FitzGerald, 55, has served as CEO of The Middleby Corporation since February 2019 and as a director since 2019. He previously served as CFO (2003–2019), VP & Corporate Controller (2000–2003) and Corporate Controller (1998–2003), and earlier spent seven years as an Audit Manager at Arthur Anderson LLP . Under his leadership, Middleby’s LTI program emphasizes multi‑year Adjusted EPS Growth and Enterprise Value Growth per share with a TSR modifier; for the 2022–2024 cycle, performance achieved 24% Adjusted EPS Growth and 29% EV/share but TSR fell below the 25th percentile, producing sub‑target PSU vesting (CEO vested 25,407 PSUs) . 2024 annual incentive outcomes were below target (CEO earned $186,781; 19% of target) as EBITDA$ and EBITDA% underperformed after discretionary adjustments, and 2024 Say‑on‑Pay support was ~87% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Middleby & Middleby Marshall | Chief Financial Officer | 2003–2019 | Led finance through significant portfolio expansion and integrations; foundation for current value-creation framework . |
| Middleby & Middleby Marshall | VP & Corporate Controller | 2000–2003 | Strengthened reporting/controls during growth phase . |
| Middleby & Middleby Marshall | Corporate Controller | 1998–2003 | Built core financial infrastructure pre‑CFO tenure . |
| Arthur Anderson LLP | Audit Manager | Seven years (pre‑Middleby) | Assurance background supports discipline on performance metrics and governance . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Alliance Holdings Inc. (commercial/residential laundry equipment) | Director | Since 2021 . |
| Hardinge Inc. (metal machining provider) | Director | Since 2018 . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base salary ($) | 975,000 | 975,000 | 975,000 |
| Non‑equity incentive ($) | 1,944,150 | 1,300,650 | 186,781 |
| Stock awards, grant‑date fair value ($) | 6,465,950 | 6,140,784 | 6,343,205 |
| All other comp ($) | 16,945 | 18,445 | 20,495 |
| Total ($) | 9,402,045 | 8,434,879 | 7,525,481 |
| 2024 Annual Incentive Opportunity | Threshold | Target | Max |
|---|---|---|---|
| Dollar amount ($) | 170,625 | 975,000 | 1,950,000 |
CEO base salary has remained at $975,000 since promotion to CEO in 2019; his employment agreement dated March 10, 2022 memorialized this and auto‑extends annually beyond the initial term ending Dec 31, 2024 .
Performance Compensation
2024 Annual (VCIP) Results
| Metric | Weight | Threshold | Target | Target+ | Max | Reported Result | Adjusted Result | Payout (% of base) |
|---|---|---|---|---|---|---|---|---|
| EBITDA $ (in $mm) | 65% | 925 | 942 | 958 | 975 | 866 | 865 | 0% |
| EBITDA % | 35% | 22.3% | 22.5% | 22.7% | 23.0% | 22.4% | 22.3% | 19.2% |
- CEO actual annual incentive paid for 2024: $186,781 .
Long‑Term Incentive (LTI) Design and 2024 Grants
| Component | Weight | Performance criteria | Vesting |
|---|---|---|---|
| PSUs | 2/3 of target value | 50% Adjusted EPS Growth; 50% EV Growth (Less Net Debt) per share; +/-30% TSR modifier vs peer group | Cliff vest at end of 3‑year period (FY2024–FY2026), if earned . |
| RSUs | 1/3 of target value | Time‑based | Ratable over 3 years (Mar 2025/2026/2027); shares must be held until end of the 3‑fiscal‑year period . |
| 2024 LTI Grants (May 14, 2024) | Target # | Grant‑date fair value ($) |
|---|---|---|
| PSUs | 30,898 | 4,226,537 |
| RSUs | 15,449 | 2,116,667 |
| Total LTI target value | — | 6,350,002 |
LTI Earn‑outs for 2022–2024 Performance Cycle
| Measure | Achieved | Payout as % of target | CEO PSUs vested (#) |
|---|---|---|---|
| Adjusted EPS Growth (3‑yr) | 24% | 89% (after TSR −30% modifier) | 25,407 |
| EV Growth (Less Net Debt) per share (3‑yr) | 29% | 84% (after TSR −30% modifier) | — |
- Stock vested in FY2024 for CEO: 58,685 shares realized, $9,078,886 value; components included 45,268 PSUs (9/7/2021 grant) and several RSU tranches (9/7/2021, 5/15/2022, 8/9/2023) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 418,938 shares; footnote includes 20,000 held by spouse as trustee, 56,250 held by Mr. FitzGerald as trustee, 25,200 held by spouse and children; “*” indicates <1% of class . |
| Outstanding awards at FY2024 | 2023 grant: 9,280 unvested RSUs ($1,267,462) and 27,838 target PSUs ($3,802,114); 2024 grant: 15,499 unvested RSUs ($2,116,853) and 30,898 target PSUs ($4,220,049); values based on $136.58 close (12/27/24) . |
| Ownership guidelines | All NEOs, including CEO, exceeded minimum stock ownership requirements as of 12/31/2024; unvested time‑based RSUs count; PSUs do not; 50% net‑shares retention until compliant . |
| Hedging/derivatives policy | Insider Trading Program prohibits speculative transactions including shorts, options, or other hedging; section titled “Derivatives Trading, Hedging and Pledging” . |
| Recent vesting (FY2024) | CEO shares vested: 58,685; realized $9,078,886 . |
Note: RSU vesting occurs each March over three years for annual awards (e.g., 2024 RSUs in Mar 2025/2026/2027), which can create periodic liquidity windows; PSUs cliff‑vest if earned after the three‑year performance period .
Employment Terms
| Provision | Summary (CEO) |
|---|---|
| Agreement & term | Employment agreement dated March 10, 2022; memorializes $975,000 base (unchanged since 2019); initial term to Dec 31, 2024 with automatic one‑year extension on same terms . |
| Annual incentive program | VCIP with EBITDA$ (65%) and EBITDA% (35%) metrics; CEO 2024 target 100% of salary; max 200% . |
| Severance (non‑CIC) | If terminated without cause or CEO resigns for material diminution of duties: lump sum = 3× (base + greater of prior‑year bonus or average of last three years’ bonuses) + 24 months of medical/dental/vision/disability/life at active‑employee cost; pro‑rata VCIP for year of termination in specified cases . |
| CIC treatment (equity) | Upon change in control: all RSUs vest immediately; PSUs vest at greater of target or actual performance measured immediately before CIC (plan uses single‑trigger vesting for equity) . |
| 280G cutback | Payments reduced to avoid excise tax if doing so yields greater after‑tax benefit (no gross‑up) . |
Quantified potential payouts (assumes event on 12/28/2024, stock $136.58):
| Scenario | Cash severance ($) | Benefits ($) | Equity acceleration ($) | Total ($) |
|---|---|---|---|---|
| Involuntary termination without cause / material diminution | 8,127,600 | 60,000 | 9,954,041 | 18,141,641 |
| Change in control with qualifying termination | 8,127,600 | 60,000 | 16,075,193 | 24,262,793 |
| Change in control without qualifying termination (cash) | 186,781 payment equal to STI for year of change | — | — | 186,781 |
Board Service & Governance
- Director since 2019; Committees: none (management director) .
- Board leadership: Non‑Executive Chairman Gordon J. O’Brien (independent), Chairman since 2019, sits on Compensation Committee; separation of Chair/CEO mitigates dual‑role risk .
- 2024 non‑employee director compensation framework (for governance context; not applicable to CEO as an employee director): $100,000 annual retainer; +$25,000 Chair retainer; +$25,000 committee chair retainers; +$12,500 Audit members; +$7,500 Comp/NCG members; RSUs with $175,000 grant‑date value vesting over one year; no meeting fees .
Say‑on‑Pay, Peer Group & Committee
- Say‑on‑Pay support at the 2024 Annual Meeting: ~87%; 2025 LTI metrics to include Adjusted EPS Growth, ROIC and TSR based on investor and consultant feedback (Aon advises the committee) .
- Pay‑Versus‑Performance peer group (used for 2024 PVP): AMETEK, Carlisle, Crane, Dover, Flowserve, Graco, Helen of Troy, Hubbell, IDEX, Ingersoll Rand, ITT, John Bean Technologies, Lincoln Electric, Nordson, Pentair, Regal Rexnord, Rockwell Automation, Snap‑on, Timken, Woodward, Xylem .
Compensation Structure Analysis
- Mix shifting to equity with variable cash downside: 2024 non‑equity incentive fell to $186,781 vs. $1.3M in 2023 and $1.94M in 2022, reflecting below‑target EBITDA outcomes; equity grants remained consistent at ~$6.1–$6.5M grant‑date value, reinforcing long‑term alignment .
- Performance rigor: 2022–2024 PSUs paid at ~87% of target after −30% TSR modifier despite solid EPS and EV/share growth (24% and 29%), signaling TSR‑sensitive structure that can materially cut payouts when relative returns lag .
- Policy strength: Clawback compliant with Rule 10D‑1/Nasdaq; hedging/derivative bans; ownership guidelines met or exceeded by all NEOs .
Equity Ownership & Vesting Schedules (detail)
| Grant | Unvested RSUs (#) | RSU value @ $136.58 | Target PSUs unearned (#) | PSU value @ $136.58 |
|---|---|---|---|---|
| 2023 (Aug 9, 2023) | 9,280 | $1,267,462 | 27,838 | $3,802,114 |
| 2024 (May 14, 2024) | 15,499 | $2,116,853 | 30,898 | $4,220,049 |
RSU vesting: equal tranches in March 2025/2026/2027 (shares held until period end); 2022 RSU tranche also vested March 1, 2025 .
FY2024 stock vested/realized: 58,685 shares; $9,078,886 .
Employment Terms (key clauses)
- Pro‑rata VCIP on certain terminations (death/disability/without cause/material diminution) .
- Single‑trigger equity acceleration on CIC (full RSUs; PSUs ≥ target or actual) .
- 3× cash severance multiple plus 24 months benefits for qualifying terminations; 280G cutback (no gross‑up) .
Investment Implications
- Alignment vs. downside: 2024 annual bonus paid at ~19% of target on EBITDA underperformance; 2022–2024 PSUs paid below target after negative TSR modifier despite solid financial progress—pay program is demonstrably performance‑sensitive (supportive for shareholders) .
- Retention vs. overhang: Substantial unvested RSUs/PSUs across 2023–2024 grants with March‑cycle vesting creates predictable vest/sale windows; CIC terms include single‑trigger equity acceleration (potential overhang in a transaction) but cash is subject to 280G cutback .
- Governance mitigants: Independent non‑executive Chair, robust clawback, hedging/derivative prohibitions, and strong ownership compliance reduce governance risk; Say‑on‑Pay support (~87%) and planned shift to ROIC in 2025 LTI point to constructive investor engagement .
- Economics in downside/strategic scenarios: In a termination without cause/material diminution, estimated total CEO package ~$18.1M; in CIC with qualifying termination, ~$24.3M—important for M&A/succession modeling .