Business Context and Reporting Period
This Form 8-K filing by Noodles & Company (the "Company") reports significant executive leadership changes effective June 13, 2017. The report was filed on June 14, 2017. The Company is an emerging growth company incorporated in Delaware.
Key Financial Metrics
This filing does not contain operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on personnel appointments and associated compensation arrangements.
Material Changes
The filing details the following material changes to the Company's leadership structure:
- CEO Appointment: Dave Boennighausen was appointed permanent Chief Executive Officer, effective immediately. He previously served as CFO since July 2012 and has been with the Company since 2004.
- Executive Chairman Appointment: Paul J.B. Murphy III was appointed a Class III director and named Executive Chairman, effective July 10, 2017. He is stepping down as CEO of Del Taco Restaurants, Inc. to assume this role.
- Board Transition: Robert Hartnett will step down as non-executive Chairman but will remain a director.
- Interim CFO Appointment: Susan Daggett, previously Vice President of Finance, was appointed interim Chief Financial Officer to fill the vacancy created by Mr. Boennighausen's promotion.
Compensation and Management Commentary
The filing outlines specific compensatory arrangements for the new leadership:
- Paul J.B. Murphy III (Executive Chairman):
- Base salary: $550,000 per year.
- Annual bonus: Eligible for up to 50% of base salary based on targeted goals.
- Equity awards: 100,000 nonqualified stock options, 150,000 time-vesting restricted stock units (RSUs), and 50,000 performance-vesting RSUs.
- Severance: 12 months of base salary and COBRA coverage if terminated without cause.
- Susan Daggett (Interim CFO):
- Base salary: Remains unchanged.
- Interim bonus: $8,333.00 per month, payable monthly for the duration of her interim tenure.
The Company is commencing a search for a permanent replacement for the CFO role.
Investor Verification Checklist
- Verify the effective date of Paul J.B. Murphy III's transition from Del Taco to Noodles & Company (July 10, 2017).
- Confirm the vesting schedules and performance conditions for the equity awards granted to Mr. Murphy.
- Monitor the timeline and results of the search for a permanent CFO to replace Ms. Daggett.
- Review the press release (Exhibit 99.1) for additional strategic commentary not included in the 8-K text.