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Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
$ / shares
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]

Pay Versus Performance

 

Set forth below are certain disclosures related to executive compensation and company performance using selected financial performance measures required by Item 402(v) of Regulation S-K. The table below discloses: (i) the total compensation paid (as reported in the Summary Compensation Table (“SCT”)) and the compensation actually paid (“CAP”) to the individuals who served as the Company’s CEO; (ii) the average of the total compensation paid (as reported in the SCT) and the average CAP to the individuals who served as non-CEO NEOs; (iii) the cumulative total shareholder return of the Company and peer group cumulative total shareholder return; (iv) net income; (v) Adjusted EBITDA, and (vi) Adjusted EPS. CAP is calculated in the manner required by Item 402(v) of Regulation S-K.

 

Please refer to the Compensation Discussion and Analysis for a discussion of the Company’s executive compensation policies and programs and an explanation of the Company’s executive compensation review process.

 

 
                   Value of Initial Fixed
$100 Investment
Based on:		            
Year  Summary
Compensation
Table Total for
CEO		   Compensation
Actually Paid to
CEO(1)(2)(7)		   Average
Summary
Compensation
Table Total
for Non-CEO
NEOs		   Average
Compensation
Actually Paid
to Non-CEO
NEOs(1)(2)(7)		   Total
Shareholder
Return		   Peer Group
Total
Shareholder
Return(3) 		   Net Income
(in thousands)		   Adjusted
EBITDA
(in thousands)		   Adjusted
EPS (per
share)(6)		 
2022  $9,402,045   $7,174,921   $3,353,429   $2,801,501   $122.26   $122.60   $436,569   $853,408   $9.10 
2021  $9,406,995   $15,006,040   $3,580,324   $4,894,970   $179.66   $138.08   $488,492   $712,574   $7.94 
2020  $5,345,193   $5,864,185(4)(5)   $1,219,490   $1,387,825(4)(5)   $117.71   $111.99   $207,294   $483,893   $4.96 

 

(1) The “Compensation Actually Paid” amounts in these columns are calculated in the manner required by Item 402(v) of Regulation S-K. However, they do not represent the actual amount of compensation the Company considers to be earned by or paid to the NEOs during the applicable year.
 

In particular, with respect to long-term equity incentive awards, “compensation actually paid” does not represent amounts actually paid to the NEO or necessarily the value that will ultimately be realized under long-term equity incentive awards. Rather, it primarily reflects the change in fair market value of equity awards during the applicable year, including for unvested awards subject to the achievement of performance targets in future years. Given the methodology under which CAP is required to be calculated, these amounts are subject to significant fluctuation based on stock price volatility and varying levels of projected and actual achievement with respect to PSU awards.

 

 

 

(2) The table below sets forth the amounts deducted from and added to SCT total compensation to calculate CAP to the CEO and average CAP to the non-CEO NEOs:
     2022   2021   2020
  Adjustments  CEO   Average of
Non-CEO NEOs		   CEO   Average of
Non-CEO NEOs		   CEO   Average of
Non-CEO NEOs
  Total Compensation from SCT  $9,402,045   $3,353,429   $9,406,995   $3,580,324   $5,345,193   $1,219,490
  Less, Change in Pension Value reported in SCT  $—   $—   $—   $—   $—   $—
  Plus, service cost  $—   $—   $—   $—   $—   $—
  Plus, prior service cost for plan amendment or new plan  $—   $—   $—   $—   $—   $—
  Less, value of Stock Awards and Option Awards reported in SCT  $(6,465,950)   $(1,826,751)   $(6,678,831)   $(2,109,142)   $(4,363,011)   $(671,233)
  Plus, year-end fair value of Stock Awards and Option Awards granted during year that are outstanding and unvested at year-end  $6,025,086   $1,702,199   $7,681,123   $2,654,606   $4,363,011   $671,233
  Plus, change in year-end fair value of Stock Awards and Option Awards granted in any prior year that are outstanding and unvested at year-end  $(1,988,655)   $(447,526)   $4,400,104   $708,502   $577,635   $198,016
  Plus, change in year-end fair value as of vesting date of any Stock Awards and Option Awards granted in any prior year that vested during covered year  $202,395   $20,150   $196,650   $60,680   $(58,644)   $(29,682)
  Less, fair value at end of prior year of Stock Awards and Option Awards that failed to meet applicable vesting conditions during year  $—   $—   $—   $—   $—   $—
  Plus, dividends or other earnings paid on Stock Awards and Option Awards during year prior to vesting if not otherwise included in total compensation for year  $—   $—   $—   $—   $—   $—
  Compensation Actually Paid  $7,174,921   $2,801,501   $15,006,040   $4,894,970   $5,864,185   $1,387,825

 

 

(3) The peer group used in this Pay Versus Performance table is the Peer Group the Compensation Committee confirmed was appropriate as a reference for 2022 pay determinations, as further described in the Compensation Discussion & Analysis.
(4) Amounts earned by our NEOs as annual cash-based incentive compensation for fiscal year 2019 were paid in shares of Middleby common stock to conserve cash as part of the Company’s strategic plan to respond to the initial stages of the COVID-19 pandemic. These shares were awarded on March 25, 2020, after the completion of the Company’s fiscal year-end audit and after the Compensation Committee certified that the 2019 VCIP goals had been attained. The number of shares awarded to each NEO was determined by dividing the aggregate value of such NEO’s bonus payable for fiscal year 2019 performance by the closing price of our stock on March 25, 2020, and vested immediately upon issuance. This compensation was included as Non-Equity Incentive Plan Compensation for fiscal year 2019 in the Summary Compensation Table, and accordingly was not included in the calculation of CAP for fiscal year 2020.
(5) On April 10, 2020, the CEO and each of the NEOs elected to forego portions of base salary in respect of fiscal year 2020 as part of the Company’s strategic plan to respond to the initial stages of the COVID-19 pandemic. In lieu of such foregone base salary, the Compensation Committee determined to award the CEO and each of the NEOs a grant of restricted stock, which grant had an aggregate grant date fair value equal to the amount of such foregone salary. The restricted stock vested in full on December 28, 2020. This compensation was included as Base Salary for fiscal year 2020 in the Summary Compensation Table, and accordingly was not included in the stock award adjustment portion of the calculation of CAP for fiscal year 2020.

 

 
(6) Pursuant to Item 402(v) of Regulation S-K, we determined Adjusted EPS to be the most important financial performance measure used to link company performance to CAP to our CEO and other NEOs in 2022. This performance measure may not have been the most important financial performance measure for years 2021 and 2020 and we may determine a different financial performance measure to be the most important such measure in future years. See Appendix A for a discussion of this non-GAAP measure.
(7) Mr. Timothy J. FitzGerald is the only CEO reflected in the Pay Versus Performance Table. For fiscal years 2022 and 2021, Messrs. Bryan E. Mittelman, Martin M. Lindsay, James K. Pool III, and Steven P. Spittle are the other NEOs reflected in the Pay Versus Performance Table. For fiscal year 2020, Messrs. David Brewer, Bryan E. Mittelman and Martin M. Lindsay are the other NEOs reflected in the Pay Versus Performance Table.

    
Named Executive Officers, Footnote [Text Block]

 

(1) The “Compensation Actually Paid” amounts in these columns are calculated in the manner required by Item 402(v) of Regulation S-K. However, they do not represent the actual amount of compensation the Company considers to be earned by or paid to the NEOs during the applicable year.
 

In particular, with respect to long-term equity incentive awards, “compensation actually paid” does not represent amounts actually paid to the NEO or necessarily the value that will ultimately be realized under long-term equity incentive awards. Rather, it primarily reflects the change in fair market value of equity awards during the applicable year, including for unvested awards subject to the achievement of performance targets in future years. Given the methodology under which CAP is required to be calculated, these amounts are subject to significant fluctuation based on stock price volatility and varying levels of projected and actual achievement with respect to PSU awards.

    
Peer Group Issuers, Footnote [Text Block] The peer group used in this Pay Versus Performance table is the Peer Group the Compensation Committee confirmed was appropriate as a reference for 2022 pay determinations, as further described in the Compensation Discussion & Analysis.    
PEO Total Compensation Amount [1] $ 9,402,045 $ 9,406,995 $ 5,345,193
PEO Actually Paid Compensation Amount [1] $ 7,174,921 15,006,040 5,864,185
Adjustment To PEO Compensation, Footnote [Text Block]

 

 

(2) The table below sets forth the amounts deducted from and added to SCT total compensation to calculate CAP to the CEO and average CAP to the non-CEO NEOs:
     2022   2021   2020
  Adjustments  CEO   Average of
Non-CEO NEOs		   CEO   Average of
Non-CEO NEOs		   CEO   Average of
Non-CEO NEOs
  Total Compensation from SCT  $9,402,045   $3,353,429   $9,406,995   $3,580,324   $5,345,193   $1,219,490
  Less, Change in Pension Value reported in SCT  $—   $—   $—   $—   $—   $—
  Plus, service cost  $—   $—   $—   $—   $—   $—
  Plus, prior service cost for plan amendment or new plan  $—   $—   $—   $—   $—   $—
  Less, value of Stock Awards and Option Awards reported in SCT  $(6,465,950)   $(1,826,751)   $(6,678,831)   $(2,109,142)   $(4,363,011)   $(671,233)
  Plus, year-end fair value of Stock Awards and Option Awards granted during year that are outstanding and unvested at year-end  $6,025,086   $1,702,199   $7,681,123   $2,654,606   $4,363,011   $671,233
  Plus, change in year-end fair value of Stock Awards and Option Awards granted in any prior year that are outstanding and unvested at year-end  $(1,988,655)   $(447,526)   $4,400,104   $708,502   $577,635   $198,016
  Plus, change in year-end fair value as of vesting date of any Stock Awards and Option Awards granted in any prior year that vested during covered year  $202,395   $20,150   $196,650   $60,680   $(58,644)   $(29,682)
  Less, fair value at end of prior year of Stock Awards and Option Awards that failed to meet applicable vesting conditions during year  $—   $—   $—   $—   $—   $—
  Plus, dividends or other earnings paid on Stock Awards and Option Awards during year prior to vesting if not otherwise included in total compensation for year  $—   $—   $—   $—   $—   $—
  Compensation Actually Paid  $7,174,921   $2,801,501   $15,006,040   $4,894,970   $5,864,185   $1,387,825

 

    
Non-PEO NEO Average Total Compensation Amount [1] $ 3,353,429 3,580,324 1,219,490
Non-PEO NEO Average Compensation Actually Paid Amount [1] $ 2,801,501 4,894,970 1,387,825
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

 

(2) The table below sets forth the amounts deducted from and added to SCT total compensation to calculate CAP to the CEO and average CAP to the non-CEO NEOs:
     2022   2021   2020
  Adjustments  CEO   Average of
Non-CEO NEOs		   CEO   Average of
Non-CEO NEOs		   CEO   Average of
Non-CEO NEOs
  Total Compensation from SCT  $9,402,045   $3,353,429   $9,406,995   $3,580,324   $5,345,193   $1,219,490
  Less, Change in Pension Value reported in SCT  $—   $—   $—   $—   $—   $—
  Plus, service cost  $—   $—   $—   $—   $—   $—
  Plus, prior service cost for plan amendment or new plan  $—   $—   $—   $—   $—   $—
  Less, value of Stock Awards and Option Awards reported in SCT  $(6,465,950)   $(1,826,751)   $(6,678,831)   $(2,109,142)   $(4,363,011)   $(671,233)
  Plus, year-end fair value of Stock Awards and Option Awards granted during year that are outstanding and unvested at year-end  $6,025,086   $1,702,199   $7,681,123   $2,654,606   $4,363,011   $671,233
  Plus, change in year-end fair value of Stock Awards and Option Awards granted in any prior year that are outstanding and unvested at year-end  $(1,988,655)   $(447,526)   $4,400,104   $708,502   $577,635   $198,016
  Plus, change in year-end fair value as of vesting date of any Stock Awards and Option Awards granted in any prior year that vested during covered year  $202,395   $20,150   $196,650   $60,680   $(58,644)   $(29,682)
  Less, fair value at end of prior year of Stock Awards and Option Awards that failed to meet applicable vesting conditions during year  $—   $—   $—   $—   $—   $—
  Plus, dividends or other earnings paid on Stock Awards and Option Awards during year prior to vesting if not otherwise included in total compensation for year  $—   $—   $—   $—   $—   $—
  Compensation Actually Paid  $7,174,921   $2,801,501   $15,006,040   $4,894,970   $5,864,185   $1,387,825
    
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Total Shareholder Return

 

    
Compensation Actually Paid vs. Net Income [Text Block]

Net Income

 

    
Compensation Actually Paid vs. Company Selected Measure [Text Block]

Compensation Actually Paid Versus Adjusted EPS

 

    
Total Shareholder Return Vs Peer Group [Text Block]

Compensation Actually Paid Versus Adjusted EBITDA

 

    
Tabular List [Table Text Block]

Most Important Financial Measures

 

The table below contains an unranked list of the most important financial performance measures used to link compensation actually paid to the NEOs to Company performance. Measures that were used to link executive compensation to Company performance are further described in the Compensation Discussion & Analysis.

 

Most Important Financial Measures
EBITDA$
EBITDA%
Adjusted EPS Growth
Enterprise Value Growth (Less Net Debt) Per Share
    
Total Shareholder Return Amount $ 122.26 179.66 117.71
Peer Group Total Shareholder Return Amount 122.60 138.08 111.99
Net Income (Loss) $ 436,569,000 $ 488,492,000 $ 207,294,000
Company Selected Measure Amount | $ / shares 9.10 7.94 4.96
Additional 402(v) Disclosure [Text Block] Pursuant to Item 402(v) of Regulation S-K, we determined Adjusted EPS to be the most important financial performance measure used to link company performance to CAP to our CEO and other NEOs in 2022. This performance measure may not have been the most important financial performance measure for years 2021 and 2020 and we may determine a different financial performance measure to be the most important such measure in future years. See Appendix A for a discussion of this non-GAAP measure.    
PEO [Member] | Timothy J FitzGerald      
Pay vs Performance Disclosure [Table]      
PEO Name Mr. Timothy J. FitzGerald Mr. Timothy J. FitzGerald Mr. Timothy J. FitzGerald
PEO [Member] | Less, Change in Pension Value reported in SCT      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount  
PEO [Member] | Plus, service cost      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount  
PEO [Member] | Plus, prior service cost for plan amendment or new plan      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount
PEO [Member] | Less, value of Stock Awards and Option Awards reported in SCT      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (6,465,950) (6,678,831) (4,363,011)
PEO [Member] | Plus, year-end fair value of Stock Awards and Option Awards granted during year that are outstanding and unvested at year-end      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 6,025,086 7,681,123 4,363,011
PEO [Member] | Plus, change in year-end fair value of Stock Awards and Option Awards granted in any prior year that are outstanding and unvested at year-end      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (1,988,655) 4,400,104 577,635
PEO [Member] | Plus, change in year-end fair value as of vesting date of any Stock Awards and Option Awards granted in any prior year that vested during covered year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 202,395 196,650 (58,644)
PEO [Member] | Less, fair value at end of prior year of Stock Awards and Option Awards that failed to meet applicable vesting conditions during year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount
PEO [Member] | Plus, dividends or other earnings paid on Stock Awards and Option Awards during year prior to vesting if not otherwise included in total compensation for year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount
Non-PEO NEO [Member] | Bryan E Mittelman      
Pay vs Performance Disclosure [Table]      
PEO Name Bryan E. Mittelman Bryan E. Mittelman Bryan E. Mittelman
Non-PEO NEO [Member] | Martin M Lindsay [Member]      
Pay vs Performance Disclosure [Table]      
PEO Name Martin M. Lindsay Martin M. Lindsay Martin M. Lindsay
Non-PEO NEO [Member] | Kames K Pool III      
Pay vs Performance Disclosure [Table]      
PEO Name James K. Pool III James K. Pool III  
Non-PEO NEO [Member] | Steven P Spittle      
Pay vs Performance Disclosure [Table]      
PEO Name Steven P. Spittle Steven P. Spittle  
Non-PEO NEO [Member] | David Brewer      
Pay vs Performance Disclosure [Table]      
PEO Name     Messrs. David Brewer
Non-PEO NEO [Member] | Less, Change in Pension Value reported in SCT      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount
Non-PEO NEO [Member] | Plus, service cost      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount
Non-PEO NEO [Member] | Plus, prior service cost for plan amendment or new plan      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount
Non-PEO NEO [Member] | Less, value of Stock Awards and Option Awards reported in SCT      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (1,826,751) (2,109,142) (671,233)
Non-PEO NEO [Member] | Plus, year-end fair value of Stock Awards and Option Awards granted during year that are outstanding and unvested at year-end      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,702,199 2,654,606 671,233
Non-PEO NEO [Member] | Plus, change in year-end fair value of Stock Awards and Option Awards granted in any prior year that are outstanding and unvested at year-end      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (447,526) 708,502 198,016
Non-PEO NEO [Member] | Plus, change in year-end fair value as of vesting date of any Stock Awards and Option Awards granted in any prior year that vested during covered year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 20,150 60,680 (29,682)
Non-PEO NEO [Member] | Less, fair value at end of prior year of Stock Awards and Option Awards that failed to meet applicable vesting conditions during year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount
Non-PEO NEO [Member] | Plus, dividends or other earnings paid on Stock Awards and Option Awards during year prior to vesting if not otherwise included in total compensation for year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Other Performance Measure Amount 853,408,000 712,574,000 483,893,000
Measure Name EBITDA$    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name EBITDA%    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted EPS Growth    
Measure [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name Enterprise Value Growth (Less Net Debt) Per Share    
[1] The “Compensation Actually Paid” amounts in these columns are calculated in the manner required by Item 402(v) of Regulation S-K. However, they do not represent the actual amount of compensation the Company considers to be earned by or paid to the NEOs during the applicable year.