Britain Peakes
About Britain Peakes
Britain Peakes, 42, is an independent Class III director of Noodles & Company and a CPA with a finance/investment background; she joined the Board in June 2024 (effective June 10, 2024), and is nominated for a new term ending at the 2028 annual meeting if re‑elected . She holds an M.S. in Accounting and a B.B.A. from Southern Methodist University . The Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hoak & Co. | Principal investor | Jan 2020 – Present | Leads sourcing, diligence, negotiation, execution, portfolio mgmt. across real estate, private equity, public equity |
| HBC Investments | Various roles | Not disclosed | Finance/investment roles |
| Blackhill Partners | Various roles | Not disclosed | Finance/investment roles |
| ACS; RM Crowe; Ernst & Young | Various roles | Not disclosed | Accounting/finance experience; CPA |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NetSpark IP & Telecom | Director | Not disclosed | Not disclosed |
| Work Shield | Director | Not disclosed | Not disclosed |
Board Governance
- Committee assignments: Audit Committee member; the Audit Committee met 7 times in 2024, chaired by Jeff Jones (Audit financial expert) .
- Committee chair roles: None disclosed for Ms. Peakes .
- Independence: Board determined Ms. Peakes is independent under Nasdaq rules .
- Attendance: In 2024, each director attended 100% of Board and assigned committee meetings during their service period .
- Years of service: Director since June 2024; Class III term expiring at the 2025 annual meeting; nominated for a three-year term ending 2028 if re‑elected .
- Shareholder vote: Re‑elected as a Class III director at the May 14, 2025 annual meeting (Item 5.07 8‑K) .
Fixed Compensation (Non-Employee Director)
| Component | 2024 Amount |
|---|---|
| Cash retainer (pro‑rated for partial year) | $25,000 |
| Committee fees (pro‑rated; Audit) | Included in cash above (no separate meeting fees) |
| Total cash paid | $25,000 (paid directly to Hoak per agreement) |
| Annual RSU grant (pro‑rated; fully vested upon grant) | $46,823 grant-date fair value (per-share fair value $1.89) |
| Total 2024 director comp | $71,823 |
Program design: Standard annual board retainer $50,000 cash (Chairman $100,000), committee retainers: Audit $15,000 (plus $10,000 Chair), Compensation $10,000 (+$10,000 Chair), Nominating & Governance $10,000 (+$10,000 Chair). Annual director equity uses fixed‑value RSU grants ($90,000 for directors; $135,000 Chairman), granted using a notional price and fully vested on grant; no meeting fees .
Performance Compensation (Directors)
| Element | Terms |
|---|---|
| Performance equity | Not used for directors; equity is annual RSU with immediate vesting at grant (no performance conditions) |
| Options/PSUs | Not disclosed for directors in 2024; program described as RSUs only with immediate vesting |
| Clawback | Company maintains Dodd‑Frank compliant and discretionary clawback policies (primarily applicable to executives) |
Other Directorships & Interlocks
- Significant-holder affiliations:
- Ms. Peakes is a principal at Hoak & Co., whose affiliated entities beneficially owned approximately 9.4% of NDLS as of March 19, 2025; pursuant to a June 6, 2024 Support Agreement, the Company appointed Ms. Peakes to the Board and Hoak agreed to standstill and voting commitments through the 2026 proxy cycle, with possible extension to 2027 subject to conditions .
- Director fees payable to Ms. Peakes are paid directly to Hoak, while Ms. Peakes retains any stock awards (equity grants) .
- Another significant-holder designee: Thomas Lynch of Mill Road Capital (largest stockholder) sits on the Board under rights from a 2017 securities purchase agreement .
Expertise & Qualifications
- CPA; M.S. in Accounting and B.B.A. (SMU) .
- Finance/investment expertise across public and private markets .
- Audit Committee membership implies meeting Nasdaq financial literacy requirements (Committee members meet financial literacy standards) .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Britain Peakes | 25,113 | 24,774 directly held; 339 in Britain Peakes Rollover IRA; <1% of outstanding |
| Hoak Public Equities, L.P. (and affiliates) | 4,325,113 | 9.4% of outstanding; Ms. Peakes may be deemed to beneficially own Hoak shares but disclaims beneficial ownership |
- Stock ownership guidelines: Non‑employee directors must hold shares equal to 5× annual cash retainer; until met, must retain 50% of net shares from vesting/exercise .
- Hedging/pledging: Company policy prohibits directors from hedging or pledging Company stock .
- Section 16 compliance: Company believes all reporting persons filed required Section 16(a) reports on a timely basis in 2024 .
- Insider filings: Initial Form 3 filed for Ms. Peakes on June 11, 2024; no Ms. Peakes Form 4 transactions identified in public filing directories checked as of the dates cited .
Governance Assessment
- Strengths:
- Determined independent under Nasdaq; serves on Audit Committee that oversees financial reporting and enterprise risk/cybersecurity; Audit met 7x in 2024 .
- 100% meeting attendance in 2024 during service periods; board holds executive sessions of independent directors; strong anti‑hedging/pledging and stock ownership guidelines enhance alignment .
- Director equity is in RSUs; Ms. Peakes personally retains stock awards, improving skin‑in‑the‑game .
- Potential risks/flags:
- Shareholder‑affiliated appointment via 2024 Support Agreement with Hoak; director cash fees are paid to Hoak, a ~9.4% holder, introducing related‑party optics (mitigated by standstill and voting commitments) .
- Board includes two directors tied to significant stockholders (Hoak and Mill Road), concentrating influence among large investors even as the Board remains majority independent .
- Annual director equity grants are fully vested on grant (common practice but provides less holding power than time‑vested units), though ownership guidelines partially mitigate this .
- Shareholder sentiment/context:
- 2025 annual meeting: shareholders re‑elected Ms. Peakes; say‑on‑pay passed; frequency “1 year” approved; a proposal to eliminate supermajority provisions did not pass (Board recommended against) .
- 2024 say‑on‑pay support was 97%, indicating broad support for compensation programs (context for governance stability) .
Appendix: Board and Committee Reference
- Audit (member): Peakes, Hartnett, Jones (Chair), Taylor; 7 meetings in 2024 .
- Compensation: Egan, Hartnett (Chair), Jones, Lynch, Schreiber; 5 meetings in 2024 .
- Nominating & Corporate Governance: Egan (Chair), Lynch, Schreiber, Taylor; 4 meetings in 2024 .