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Get filing alertsMiddleby adopts Executive Severance Plan with 3x multiple for CEO, 1-2x for NEOs
Filed May 26, 2026 · Period ending May 20, 2026 · ~1 min read
Key Changes
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CEO receives 3.00x base salary plus target bonus upon termination without cause, the highest tier in the new plan and applicable regardless of change in control timing.
Item 5.02 verify on EDGAR → -
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Named executive officers (CFO, CTO, CCO, CDO) receive 1.00x base plus target bonus for standard terminations without cause, escalating to 2.00x if terminated within 24 months of a change in control.
Item 5.02 verify on EDGAR → -
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Company amended and restated its Value Creation Incentive Plan (originally adopted 2011), maintaining performance-based cash bonuses for executives with criteria set by the Compensation Committee.
Item 5.02 verify on EDGAR →
Summary
Middleby's Compensation Committee formalized executive severance arrangements on May 20, 2026, adopting a tiered Executive Severance Plan that covers the CEO, named executive officers, and other senior executives. The CEO stands alone in Tier I with a 3.00x severance multiple (base salary plus target bonus) for termination without cause. The four named executive officers—CFO Brittany Cerwin, Chief Technology and Operations Officer James Pool, Chief Commercial Officer Steven Spittle, and Chief Development Officer Matthew Fuchsen—fall into Tier II with a 1.00x multiple for standard involuntary terminations, doubling to 2.00x if the termination occurs within 24 months of a change in control or is for good reason in that window.
The plan codifies protections that are standard for public-company executives but increases the company's potential cash obligations in termination or M&A scenarios. The Compensation Committee also restated the Value Creation Incentive Plan, preserving the performance-based bonus framework in place since 2011. For shareholders, the severance adoption is a governance formalization with moderate cost implications tied to executive turnover or deal activity.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 20, 2026, the Compensation Committee (“Compensation Committee”) of the Board of Directors of the Middleby Corporation (the “Company”) adopted The Middleby Corporation Executive Severance Plan (the “ESP”), under which the Company’s named executive officers and certain other executives of the Company will be eligible to participate and receive benefits.
The company adopted a new Executive Severance Plan covering the CEO, named executive officers, and other executives. The plan provides severance benefits if employment is terminated without cause, with different payment multiples based on executive tier and whether termination occurs within 24 months of a change in control.
Added in current filing · verify on EDGAR →
for Tier II participants, which includes the Company’s named executive officers – currently, Brittany C. Cerwin, Chief Financial Officer; James K. Pool III, Chief Technology and Operations Officer; Steven P. Spittle, Chief Commercial Officer; and Matthew R. Fuchsen, Chief Development Officer – and other individuals who report directly to the CEO, an amount equal to 1.00 times the sum of the individual’s (i) annual base salary and (ii) target annual bonus
Named executive officers (CFO, Chief Technology and Operations Officer, Chief Commercial Officer, and Chief Development Officer) receive 1.00 times base salary plus target bonus for non-change-in-control terminations without cause, but 2.00 times those amounts if terminated without cause or for good reason within 24 months following a change in control.
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Added in current filing · verify on EDGAR →
On May 20, 2026, the Compensation Committee adopted an amended and restated The Middleby Corporation Value Creation Incentive Plan (the “VCIP”), which amended and restated the Company’s Value Creation Incentive Plan, which was previously adopted in 2011.
The company amended and restated its Value Creation Incentive Plan, originally adopted in 2011. The VCIP provides cash incentive bonuses based on performance goals for designated periods (typically the fiscal year or longer), with criteria and goals determined by the Compensation Committee. Named executive officers and certain other employees are eligible to participate.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 14, 2026 · How we verify