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 Year Summary Compensation Actually Paid to CEO (1)(2)(7) Average Average Compensation Actually Paid to Non-CEO NEOs (1)(2)(7) Total Peer Group Total Shareholder Return (3) Net Income Adjusted 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 CEO Average of CEO Average of 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 Bryan E. Mittelman Martin M. Lindsay James K. Pool III Steven P. Spittle Messrs. David Brewer Bryan E. Mittelman Martin M. Lindsay | | |
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 CEO Average of CEO Average of 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 CEO Average of CEO Average of 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 | | |
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[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. | |