Middleby Corp. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
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	Definitive Proxy Statement
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	Soliciting Material under §240.14a-12

Middleby Corp.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
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This is Middleby

Middleby is a global leader in the foodservice industry. The company develops and manufactures a broad line of solutions used in commercial foodservice and food processing. Middleby showcases its advanced solutions in the Middleby Innovation Kitchens for commercial foodservice, and industrial baking and protein Innovation Centers for food processing solutions.

We are committed to delivering new, innovative solutions to the markets we serve, which are quickly evolving in both of our business segments. These innovations deliver speed, versatility, automation, safety, energy savings and other sustainable operating benefits to our customers.

While we are dedicated to our global customer base, Middleby also prioritizes connecting with the communities where we live and work through philanthropic efforts and sustainable initiatives. We endeavor to set the standard for tomorrow, with a goal of serving excellence in everything we do today.

		Commercial Foodservice Middleby is the worldwide leader in innovative solutions for commercial foodservice. We develop and manufacture advanced cooking, warming, and beverage equipment, along with innovative IoT and automation solutions to enhance operations for commercial foodservice operators. Middleby brands can be found in a wide array of foodservice businesses, including quick service, fast casual, pizza, independent restaurants, casual and fine dining establishments, grocery and convenience stores and institutional commissaries and stadiums.

		Food Processing Middleby develops innovative, industry-leading solutions for industrial protein processing, high-volume baking, snack food, packaging and other specialty areas where automated and large scale food production is required. With a broad offering of highly respected brands and advanced technologies, Middleby has the ability to fully integrate a wide array of total line solutions to deliver efficiency, flexibility, quality and consistency.

May 19, 2026

3:00 p.m. CDT

Virtual Meeting
www.virtualshareholdermeeting.com/MIDD2026

NOTICE

of Annual Meeting of Stockholders

The Annual Meeting of Stockholders of The Middleby Corporation will be held for the following purposes:

AGENDA

1.	To elect eleven directors to hold office until the 2027 Annual Meeting.
2.	To approve, on an advisory basis, the compensation of our named executive officers.
3.	To ratify the selection of Ernst & Young LLP as Middleby’s independent registered public accountants for the fiscal year ending January 2, 2027.
4.	To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

RECORD DATE:

March 20, 2026

By Order of the Board of Directors

Michael D. Thompson

General Counsel and Secretary

WHO MAY VOTE:

Your vote is important to us. Even if you plan to attend the Annual Meeting virtually, we urge you to return your proxy promptly. For more information about how to vote, please see “Information About the Annual Meeting,” which begins on page 58.

HOW TO ATTEND:

To attend and register for the virtual meeting, please see “Information About the Annual Meeting,” which begins on page 58.

DELIVERY OF ANNUAL MEETING MATERIALS:

The Notice of Internet Availability of Proxy Materials, this Proxy Statement, and Middleby’s Annual Report on Form 10-K for the fiscal year ended January 3, 2026, are being distributed or made available to stockholders on or about April 8, 2026.

We are holding the Annual Meeting virtually. In order to attend and participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction card. You may also ask questions and vote online by following the instructions provided at www.virtualshareholdermeeting.com/MIDD2026 during the Annual Meeting. A list of stockholders entitled to vote at the annual meeting will be available for stockholders as of the record date upon request by sending an email to legal@middleby.com.

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.		INTERNET Visit the website on your proxy card.		BY TELEPHONE Call the telephone number on your proxy card.		BY MAIL Sign, date and return your proxy card in the enclosed envelope.		IN PERSON Attend the annual meeting virtually. See page 58 for instructions on how to attend.

2026 PROXY STATEMENT

TABLE OF CONTENTS	Proxy Summary	5
	Proposal 1: Election of Directors	16
	How We Select Directors	16
	Director Nominees	17
	Governance	23
	Board Leadership Structure	23
	Independence	23
	Risk Oversight	23
	Annual Board Evaluation and Skillset Assessment	24
	Stockholder Engagement	24
	Director Onboarding and Continuing Education	24
	Succession Planning	25
	Board Meetings	25
	Committees of the Board	25
	Service on Other Boards	26
	Age and Term Limits	26
	Stockholder Communications With the Board	26
	Related Party Transactions	27
	Governance Documents	27
	Director Compensation	27
	Sustainability	29
	Executive Officers	31
	Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation	32
	Vote Required for Approval; Board Recommendation	32
	Executive Compensation	33
	Compensation Discussion and Analysis	33
	Report of the Compensation Committee of the Board of Directors	42
	Executive Compensation Tables	43
	Security Ownership of Certain Beneficial Owners and Management	54
	Proposal 3: Ratification of Selection of Independent Registered Public Accountants	56
	Vote Required for Approval; Board Recommendation	56
	Report of the Audit Committee	57
	Information About the Annual Meeting	58
	Annex A - Non-GAAP Financial Measures	60

2026 PROXY STATEMENT


WHEN	WHERE	RECORD DATE
Tuesday, May 19, 2026, at 3:00 p.m. (CDT)	Virtual Meeting www.virtualshareholdermeeting.com/ MIDD2026	March 20, 2026

Proposal		Board voting recommendation		Where to find more information
	Elect eleven directors for a one-year term		FOR each nominee	Page 16
	Approve, on an advisory basis, the compensation of Middleby’s named executive officers		FOR	Page 32
	Ratify the selection of Ernst & Young LLP as Middleby’s independent registered public accounting firm for fiscal year 2026		FOR	Page 56

Name	Occupation	Age	Director since	Independent	Committees
Julie M. Bowerman	Former Chief Marketing Officer at Kellanova	57	2025		• Compensation • Nominating and Corporate Governance
Sarah Palisi Chapin	Principal of Chapin Creative, LLC	64	2013		• Nominating and Corporate Governance (chair)
Glenn A. Eisenberg	Former EVP and CFO of Laboratory Corporation of America Holdings	64	2026		• Nominating and Corporate Governance
Timothy J. FitzGerald	Chief Executive Officer of The Middleby Corporation	56	2019
Edward P. Garden	Chairman and CEO of Garden Investments	64	2025		• Compensation • Nominating and Corporate Governance
Christopher M. Hix	Former EVP and CFO of Enovis Corporation	64	2026		• Audit*
Cathy L. McCarthy	President and Chief Executive Officer of Cross Tack Consulting, Inc.	78	2015		• Audit (chair)* • Nominating and Corporate Governance
Robert A. Nerbonne	Former CEO and President of multiple commercial foodservice equipment companies	68	2019		• Nominating and Corporate Governance
Gordon J. O’Brien Chairman of the Board	Managing Partner at Cannon Capital	60	2005		• Compensation
Stephen R. Scherger	Executive Vice President and Chief Financial Officer of Amcor plc	61	2024		• Audit* • Compensation (chair)
Tejas P. Shah	Chief Executive Officer of Palo Alto Labs	46	2024		• Audit*

*	2025 Realized Compensation includes the following:
	*Base Salary* represents the fixed cash remuneration paid in fiscal year 2025.
	*Annual Incentive Bonus Plan* represents the annual cash incentive paid with respect to services performed in fiscal year 2025.
	*Time-Based RSU Awards* represents the vesting date value of time-based RSUs that vested in the first quarter of 2026 with respect to services performed in the 2025 fiscal year.
	*Performance-Based PSU Awards* represents the value on the vesting date of performance-based PSUs that vested in the first quarter of 2026 with respect to services performed in the 2025 fiscal year.

What We Do
	Majority vote standard for uncontested director elections
	Eleven out of twelve directors are independent
	Completely independent Board committees
	Separate Chairman and CEO roles
	Independent Chairman
	Annual stockholder engagement program
	Independent reviews by the Board and Audit Committee of the Company’s strategy, business, and the related key risks and mitigation activities
	Executive sessions at every in-person or virtual Board and committee meeting without management present
	Clawback Policy applicable to all executive officers and other covered officers
	Confidential, multilingual Anonymous Ethics and Compliance Hotline
	The Compensation Committee is advised by an independent compensation consultant
	Comprehensive Sustainability Report refreshed on periodic basis
	Annual Board skillset evaluation
	Corporate Governance Guidelines
	Annual Board and committee self-evaluations
	Stock ownership guidelines for executive officers and non-employee directors
	Middleby Code of Conduct and related training and compliance programs
	EHS Policy, Equal Employment Opportunity Policy and Human Rights Policy made publicly available on Company website
	Supplier Code of Conduct applicable to all suppliers to the Company
	Annual Code of Conduct training for all employees
	Enhanced disclosure of robust cybersecurity training programs
	Anti-Bribery Policy made publicly available on Company’s website

What We Don’t Do
	No golden parachute tax gross-ups for executive officers
	No poison pill in place
	No stock option repricing without stockholder approval
	No excessive perquisites for executive officers
	No dividends paid or accumulated on unvested RSUs or PSUs
	No hedging, pledging and short selling of Company stock per our Insider Trading Compliance Program

Sarah Palisi Chapin
Age: 64 Director since: 2013 *INDEPENDENT* Committees: • Nominating and Corporate Governance (chair)		Professional background Ms. Chapin has been Principal of Chapin Creative, LLC, a business incubation, strategy, and marketing advisory firm, since 2016. Ms. Chapin has served as an advisor to Michael Graves Design Group, Inc., since 2025. For seven years before founding Chapin Creative, she was Chief Executive Officer and a board member of Hail Merry, a marketer and manufacturer of gluten-free, vegan, refrigerated plant ingredient snacks. Earlier in her career, she was Chief Executive Officer, then Chairman, of Enersyst Development Center, an intellectual property development and licensing firm in food processing, vending, and foodservice, from 1995 to 2003. She served as Vice President of Worldwide Business Strategy of Burger King Corporation from 1990 to 1995, including as co-leader for development of Restaurant Services, Inc., Burger King’s purchasing coop. She began her career in food service as Director of New Concepts and Engineering for Pizza Hut from 1985 to 1990.
Service on other public boards • Caribou Coffee Company (2007-2013) (compensation committee chair and nominating and corporate governance committee member) Service on private boards • FlowTrans LLC, a liquid food grade tanker transportation and logistics business (since 2021) • Yummy Spoonfuls, an organic baby and toddler food company (2014-2018) • Hail Merry, a plant-based food brand (2009-2016) • PrimeSource Foodservice Equipment Distributors (2002-2012) • IRM, a data analytics subscription company (1998-2008) • Enersyst Development Center (1995-2002) • Lakeside Food Equipment Manufacturing (1998-2007)
Relevant skills Ms. Chapin’s more than three decades of experience in the food service and food processing industries give her a comprehensive understanding of strategy, franchising, commercial kitchen technology, brand management, product development, marketing, operational excellence, market expansion, and acquisition strategy.

Competency	Bowerman	Chapin	Eisenberg	FitzGerald	Garden	Hix	McCarthy	Nerbonne	O’Brien	Scherger	Shah
*Senior Leadership* *Experience*
*Financial Expertise*
*Industry Knowledge*
*Risk & Technology* *(Cyber, Al, IT)*
*Governance, Compliance &* *Sustainability*
*Strategic Planning*
*Sales, Marketing,* **Branding, Social Media & Digital Engagement**
*Mergers &* *Acquisitions*
*International Markets*
*Human Capital &* *Succession*
*Stockholder Engagement*
*Investment & Portfolio* *Management*
*Technology Experience*

*	Since February 1, 2026
**	Mr. Ziyad is not standing for re-election at the Annual Meeting.

•	Conflict Minerals Policy
•	Insider Trading Compliance Program
•	2025 Sustainabilty Metrics Update
•	2024 Sustainability Metrics Update
•	2023 Sustainability Report Update
•	2021 Sustainability Report
•	Accounting Complaint Procedures
•	Clawback Policy
•	EHS Policy
•	Equal Employment Opportunity Policy
•	Human Rights Policy
•	Supplier Code of Conduct

Type of compensation	How paid	Amount
Annual cash compensation for every non-employee director	Cash, paid in quarterly installments	$100,000
Additional cash compensation for Chairman of the Board	Cash, paid in quarterly installments	$25,000
Additional cash compensation for chairpersons of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee	Cash, paid in quarterly installments	$25,000
Additional cash compensation for Audit Committee members	Cash, paid in quarterly installments	$12,500
Additional cash compensation for Compensation Committee and Nominating and Corporate Governance Committee members	Cash, paid in quarterly installments	$7,500
Equity for every non-employee director	RSUs awarded in March of each year with a one-year vesting period	Aggregate value of $175,000 based on the price of Middleby’s common stock at the close of business on the grant date

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽¹⁾	Total ($)
Julie M. Bowerman	107,500	175,142	282,642
Sarah Palisi Chapin Nominating and Corporate Governance Committee Chairperson	126,875	175,142	302,017
Edward P. Garden	107,500	175,142	282,642
John R. Miller III⁽²⁾	33,125	—	33,125
Cathy L. McCarthy Audit Committee Chairperson	132,500	175,142	307,642
Robert A. Nerbonne	107,500	175,142	282,642
Gordon J. O’Brien Chairman of the Board	132,500	175,142	307,642
Stephen R. Scherger Compensation Committee Chairperson	132,500	175,142	307,642
Tejas P. Shah	112,500	175,142	287,642
Nassem A. Ziyad	112,500	175,142	287,642

•	Food Insecurity
•	Education Initiatives
•	Youth Programs
•	Needs for Shelter
•	Basic Living Necessities

Name	Age	Professional Background
Timothy J. FitzGerald	56	Mr. FitzGerald’s professional biography appears above under Election of Directors.
Bryan E. Mittelman⁽¹⁾	55	Chief Financial Officer of the Company from February 2019 to March 2026, and Chief Accounting Officer from July 2018 to February 2019. Vice President, Controller at Knowles Corporation from December 2013 to July 2018. Corporate Controller at Morningstar, Inc. from December 2011 to September 2013.
Brittany C. Cerwin⁽²⁾	42	Chief Financial Officer of the Company since March 2026, and Chief Accounting Officer from May 2023 to March 2026, Corporate Controller from 2018 to 2023. Director of Financial Reporting from 2017 to 2018. Manager of Financial Reporting from 2012 to 2017. Senior Financial Analyst from 2011 to 2012. Auditor at Grant Thornton from 2006 to 2011.
James K. Pool III	54	Chief Technology and Operations Officer of the Company since February 2021. Company Group President and President of TurboChef Technologies, LLC from 2011 to February 2021.
Steven P. Spittle	45	Chief Commercial Officer of the Company since February 2021. Group President of Pitco Frialator and G.S. Blodgett from March 2017 to February 2021. President of Pitco Frialator from April 2015 to May 2017.
Matthew R. Fuchsen⁽³⁾	55	Chief Development Officer of the Company since May 2023. Vice President, Mergers, Acquisitions and Tax from February 2018 to May 2023. Vice President of Tax from March 2014 to February 2018. Senior Tax Manager from November 2011 to March 2014.

(1)	Effective March 24, 2026, Mr. Mittelman transitioned from his position as Chief Financial Officer of the Company to a non-officer position as a Special Advisor to the Chief Executive Officer.
(2)	Effective March 24, 2026, Ms. Cerwin was appointed as Chief Financial Officer of the Company.
(3)	Mr. Fuchsen has been announced as the Chief Strategy Officer of the Middleby Food Processing business, effective upon completion of the spin-off of the Middleby Food Processing business as a stand-alone public company.

•	attract and retain executive talent;
•	link executive compensation with operating performance;
•	align executive long-term compensation with stockholder interests; and
•	facilitate a high-growth company strategy.

Table of Contents

*Compensation Discussion and Analysis*	33
Executive Summary	33
Stockholder Engagement Following the 2025 Annual Meeting	34
Compensation Objectives and Philosophy	34
Parties Involved in Compensation Decisions	35
Fiscal Year 2025 Compensation Decisions	36
Vesting of Equity Incentive Awards for 2023-2025 Performance Period	39
Stock Ownership Guidelines	40
Clawback Policy	41
Additional Compensation Information	41
*Report of the Compensation Committee of the Board of Directors*	42

Timothy J. FitzGerald	Chief Executive Officer
Bryan E. Mittelman⁽¹⁾	Chief Financial Officer
James K. Pool III	Chief Technology and Operations Officer
Steven P. Spittle	Chief Commercial Officer
Matthew R. Fuchsen	Chief Development Officer

Compensation element	How paid	Metrics and vesting
Base salary	Cash	Typically based on the Company’s current business environment, the individual’s level of responsibility and merit within the Company, and peer reference data.
Annual incentive compensation	Cash	The annual incentive compensation program is a performance-based plan that rewards performance against goals for earnings before interest, taxes, depreciation, and amortization on an organic adjusted basis (“EBITDA”) in dollars (“EBITDA$”), and EBITDA as a percentage of total revenue (“EBITDA%”).
Long-term equity incentives	2/3 performance-based performance stock units (PSUs)	The 2025 awards of PSUs will cliff vest, to the extent earned, at the end of a three-year performance period based on continued employment and performance against goals for Adjusted EPS Growth (65%) and Return on Invested Capital (35%). Final awards may be modified (+/- 30%) based on Middleby’s TSR compared to TSR for our peer group.
	1/3 time-based restricted stock units (RSUs)	The RSUs will vest in three equal tranches in the March following each of the three fiscal years of the performance period for the PSUs awarded on the same date, subject to continued employment. Shares underlying the vested RSUs must be held until the end of the three fiscal year period to which they relate.

AMETEK, Inc.	John Bean Technologies Corporation
Carlisle Companies Incorporated	Lincoln Electric Holdings, Inc.
Crane Co.	Nordson Corporation
Dover Corporation	Owens Corning
Flowserve Corporation	Pentair plc
Fortune Brands Innovations	Regal Rexnord Corporation
Graco Inc.	Resideo Technologies
Helen of Troy Limited	Rockwell Automation, Inc.
Hubbell Incorporated	Snap-on Incorporated
IDEX Corporation	The Timken Company
Ingersoll Rand Inc.	Woodward, Inc.
ITT Inc.	Xylem Inc.

Proxy Summary

Meeting Agenda

Director Nominees

Strategic Developments

Compensation Highlights

Corporate Governance Highlights

Proposal No. 1 Election of Directors

How We Select Directors

Director Nominees

Governance

Board Leadership Structure

Independence

Risk Oversight

Annual Board Evaluation and Skillset Assessment

Stockholder Engagement

Cooperation Agreement

Director Onboarding and Continuing Education

Succession Planning

Board Meetings

Committees of the Board

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Service on Other Boards

Age and Term Limits

Stockholder Communications With the Board

Related Party Transactions

Governance Documents

Director Stock Ownership Guidelines

Director Compensation

Director Compensation for Fiscal Year 2025

Sustainability

Sustainability Priorities and Management Process

Human Capital

Employee Safety

Community

Executive Officers

Proposal No. 2

Vote Required for Approval; Board Recommendation

Executive Compensation

Compensation Discussion and Analysis

Executive Summary

Stockholder Engagement Following the 2025 Annual Meeting

Compensation Objectives and Philosophy

Parties Involved in Compensation Decisions

Vesting of Equity Incentive Awards for 2023-2025 Performance Period

Stock Ownership Guidelines

Clawback Policy

Additional Compensation Information

Tax and Accounting Considerations

Report of the Compensation Committee of the Board of Directors

Executive Compensation Tables

Summary Compensation Table for Fiscal Year 2025

Employment Agreements with Named Executive Officers

Grants of Plan-Based Awards in Fiscal Year 2025

Outstanding Equity Awards at 2025 Fiscal Year End

Stock Vested for Fiscal Year 2025

Proposal No. 1
Election of Directors

Named Executive Officer	2024 Base Salary	2025 Base Salary	Percentage Change
Timothy J. FitzGerald (CEO)	$975,000	$975,000	0%
Bryan E. Mittelman (CFO)	$550,000	$566,500	3.00%
James K. Pool III (Chief Technology and Operations Officer)	$600,000	$618,000	3.00%
Steven P. Spittle (Chief Commercial Officer)	$600,000	$618,000	3.00%
Matthew R. Fuchsen (Chief Development Officer)	$420,000	$432,600	3.00%

Performance Metric	Relative Weighting		Threshold		Target		Target+		Maximum		Reported Result		Adjusted Result		Annual Performance- Based Cash Compensation*
EBITDA$ (in millions)**		65%	$	880	$	900	$	920	$	940	$	798	$	797
Percentage of Base Salary				33%		65%		98%		130%						0%
EBITDA%**		35%		22.05%		22.30%		22.55%		22.80%		20.28%		20.24%
Percentage of Base Salary				18%		35%		53%		70%						0%

*	When applicable, EBITDA$and EBITDA% Annual Performance-Based Cash Compensation is calculated based upon the percentage of base salary at the adjusted result, calculated on a linear basis between the performance targets.
**	EBITDA$and EBITDA% are not prepared in accordance with GAAP. For a reconciliation of EBITDA$to the most directly comparable GAAP financial measure and insight into how these non-GAAP measures are considered by management, please see Annex A, where EBITDA$is referred to as Adjusted EBITDA. EBITDA% is calculated as EBITDA$divided by GAAP revenue.

Named Executive Officer	Annual Performance-Based Cash Compensation for 2025
Timothy J. FitzGerald (CEO)	$	0
Bryan E. Mittelman (CFO)	$	0
James K. Pool III (Chief Technology and Operations Officer)	$	0
Steven P. Spittle (Chief Commercial Officer)	$	0
Matthew R. Fuchsen (Chief Development Officer)	$	0

Component		Current LTI Practices
Award Type		Performance-based PSUs (2/3 weight)
		Time-based RSUs (1/3 weight)
Award Timing		LTI awards made annually
Term		Three years
Performance and Vesting Period		Time-based awards: ratable over three years, but shares must be held until the end of the three fiscal year period to which they relate Performance-based awards: cliff vest to the extent earned, at the end of the three-year performance period
Performance Criteria		Adjusted EPS Growth (65% weight)
		Return on Invested Capital (35% weight)
TSR Modifier		• Vested performance shares increase by 30% for three-year TSR performance that is at or above the 75^thpercentile versus the Peer Group • Vested performance shares are unchanged for three-year TSR performance that is between the 25^thand 75^thpercentile versus Peer Group • Vested performance shares decrease by 30% for three-year TSR performance that is at or below the 25^thpercentile versus the Peer Group

Executive	Grant date target value of award* ($)		Target performance- based PSUs (#)		Target time-based RSUs (#)
Timothy J. FitzGerald	$	6,540,573		29,086		14,544
Bryan E. Mittelman	$	1,957,075		8,703		4,352
James K. Pool III	$	2,678,142		11,910		5,955
Steven P. Spittle	$	2,678,142		11,910		5,955
Matthew R. Fuchsen	$	1,467,319		6,527		3,264

Metric	Definition	Rationale
Adjusted EPS Growth	Net Earnings plus the following: amortization, restructuring expenses, acquisition-related inventory step-up charges, facility consolidation expense, net periodic pension benefit other than service costs, one-time restructuring costs, and income tax effect of pre-tax adjustments, with the result divided by shares outstanding.	This is an easily understood metric that is reported in Middleby’s earnings releases, that closely aligns with stockholder growth expectations, and that is closely aligned with the valuation of the Company.
Return on Invested Capital	Adjusted net operating profit after tax for a fiscal year period divided by average invested capital for the same fiscal year period.	This metric closely aligns to stockholder value creation by measuring how well the Company is using its capital it has invested to generate profit. It rewards the improvement of EBITDA while using resources wisely, supporting smart investments, and focusing on long-term value.

	3 Year Enterprise Value Growth (Less Net Debt) per share
3 Year Adjusted EPS Growth	10% (threshold)	17.5% (target)	32.5% (max)
7.5% (threshold)	50%	75%	150%
15% (target)	75%	100%	150%
30% (max)	150%	150%	200%

Named Executive Officer	Vested Performance-Based PSUs
Timothy J. FitzGerald (CEO)	10,579
Bryan E. Mittelman (CFO)	3,012
James K. Pool III (Chief Technology and Operations Officer)	4,130
Steven P. Spittle (Chief Commercial Officer)	4,130
Matthew R. Fuchsen (Chief Development Officer)	2,345

(a)	the Company is required to prepare an accounting restatement of its financial statements due to material noncompliance with any financial reporting requirement under securities law, and
(b)	the restated result indicates that an executive officer received additional incentive compensation based on the erroneous data.