Business Context and Reporting Period
This Form 8-K Current Report was filed by Noodles & Company on November 13, 2023, covering events occurring on November 9, 2023. The filing addresses significant changes in executive leadership, specifically the departure of the Chief Executive Officer and the appointment of an interim successor.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on executive compensation arrangements and personnel changes.
Material Changes
- Executive Departure: Dave Boennighausen ceased serving as Chief Executive Officer and resigned from the Board of Directors effective November 9, 2023.
- Interim Appointment: Drew Madsen, a Board member since September 2017, was appointed Interim Chief Executive Officer effective immediately.
- Search Process: The Board initiated a comprehensive search for a permanent CEO with the assistance of an executive search firm.
Compensation, Outlook, and Risks
Interim CEO Compensation (Drew Madsen)
- Base Salary: $669,500 annually.
- Initial Equity Grant: 100,000 restricted stock units (RSUs) vesting upon the appointment of a permanent CEO or a change in control.
- Monthly Equity Grant: Commencing May 1, 2024, 10,000 RSUs per month while serving as interim CEO, subject to the same vesting conditions.
- Benefits: Standard executive benefits including health, life, disability, and 401(k) participation. No director compensation is paid during the interim tenure.
Outgoing CEO Severance (Dave Boennighausen)
- Entitled to payments and benefits associated with a termination without Cause under his 2020 Employment Agreement.
- Receipt of severance is contingent upon the timely execution and non-revocation of a release agreement.
Risks and Contingencies
The filing notes that the interim CEO term is limited to one year or until a permanent CEO commences employment, whichever is earlier. The company faces the operational risk of leadership transition during the search for a permanent CEO.
Investor Verification Checklist
- Verify the specific terms of the "termination without Cause" severance package for Dave Boennighausen in the referenced 2020 Employment Agreement (Exhibit 10.1 of the Oct 29, 2020 10-Q).
- Confirm the timeline for the executive search firm's engagement and the expected duration of the interim leadership period.
- Review the 2023 Stock Incentive Plan to understand the specific vesting triggers for the RSUs granted to Drew Madsen.
- Monitor subsequent filings for the announcement of the permanent CEO appointment.