{"url_path":"/sec/mfp/8-k/2026-07-06/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/2088281/0001193125-26-295649-index.html","accession_number":"0001193125-26-295649","cik":"0002088281","ticker":"MFP","issuer_name":"Midera Food Processing, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2088281/0001193125-26-295649-index.html","primary_entity_key":"0002088281","primary_entity_name":"Midera Food Processing, Inc."},"word_count":730,"has_tables":true,"body_markdown":"Item 5.02\n\nDeparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nAppointment of Directors\n\nEffective as of immediately prior to the consummation of the Spin-off, the following individuals are now serving as members of the Board of Directors of the Company (the “Board”) in the positions noted below:\n\n \n\nName\n  \nPosition\n\nRobert A. Nerbonne\n  \nDirector and Chair of the Board\n\nMark M. Salman\n  \nDirector and Chief Executive Officer\n\nCarlos A. Fernandez Villena\n  \nDirector\n\nTimothy J. FitzGerald\n  \nDirector\n\nJames T. Glerum, Jr.\n  \nDirector\n\nBrian M. Jacoby\n  \nDirector\n\nCathy L. McCarthy\n  \nDirector\n\nJanet H. Zelenka\n  \nDirector\n\nBiographical information on each member of the Board can be found in the Information Statement under the section entitled “Management—Directors and Executive Officers Following the Spin-Off” which is incorporated into this Item 5.02 by reference.\n\nAlso, effective as of immediately prior to the consummation of the Spin-off, the committees of the Board were comprised of the following members:\n\n \n\nCommittee\n  \nMembers\n\nAudit Committee\n  \nJanet H. Zelenka (Chair)\n\n  \nBrian M. Jacoby\n\n  \nJames T. Glerum, Jr.\n\n  \nCathy L. McCarthy\n\nCompensation Committee\n  \nBrian M. Jacoby (Chair)\n\n  \nCarlos A. Fernandez Villena\n\n  \nRobert A. Nerbonne\n\n  \nJanet H. Zelenka\n\nNominating and Corporate Governance Committee\n  \n\nCathy L. McCarthy (Chair)\n\nRobert A. Nerbonne\n\n  \nJames T. Glerum, Jr.\n\nEach of the non-employee directors of the Company will receive compensation for their service as a director or committee member in accordance with plans and programs more fully described in the Information Statement under the heading “Director Compensation” which is incorporated into this Item 5.02 by reference.\n\nThere are no arrangements or understandings between any of the individuals listed above and any other person pursuant to which such individuals were selected as directors. There are no transactions involving any of the individuals listed above that would be required to be reported under Item 404(a) of Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”).\n\nAppointment of Certain Executive Officers\n\nEffective as of immediately prior to the consummation of the Spin-off, the following individuals are now serving as executive officers of the Company in the positions noted below:\n\n \n\nName\n  \nPosition\n\nMark M. Salman\n\n  \nChief Executive Officer\n\nAmy A. Campbell\n\n  \nChief Financial Officer\n\nMark S. Bowie\n\n  \nChief Operating Officer\n\nMatthew R. Fuchsen\n\n  \nChief Strategy Officer\n\nThe plans and programs in which the named executive officers of the Company may participate in at the Company are substantially similar to those plans and programs in which each named executive officer was eligible to participate in at Middleby prior to the Spin-off, as described in the Information Statement under the heading “Executive Compensation” which is incorporated into this Item 5.02 by reference. In addition, prior to the Spin-off, Mr. Salman and the Company entered into an employment agreement, the terms of which are further described in the Information Statement under the heading “Executive Compensation”. Further, in connection with the Spin-off and as described in the Information Statement under the heading “Executive Compensation”, the Company adopted, and the sole stockholder of the Company approved, The Midera Food Processing, Inc. 2026 Long-Term Incentive Plan, and the Company adopted the Midera Food Processing, Inc. Value Creation Incentive Plan and the Midera Food Processing, Inc. Executive Severance Plan. Summaries of the material features of these plans can be found in the Information Statement under the section entitled “Executive Compensation” and the foregoing descriptions of these plans (including Mr. Salman’s employment agreement) set forth under this Item 5.02 do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the forms of the plans, which are attached to the Company’s Registration Statement on Form 10 (File No. 001-43265) initially filed with the SEC on May 4, 2026, as amended by Amendment No. 1 as filed with the SEC on May 27, 2026, as Exhibit 10.5, Exhibit 10.11, Exhibit 10.12 and Exhibit 10.13, and are incorporated into this Item 5.02 by reference.\n\nThere are no arrangements or understandings between any of the individuals listed above and any other persons pursuant to which such individuals were appointed to their respective positions. There are also no family relationships between such individuals and any director or executive officer of the Company. There are no transactions involving any of the individuals listed above that would be required to be reported under Item 404(a) of Regulation S-K of the Securities Act."}