Corey Kline
About Corey Kline
Corey Kline is Executive Vice President, Technology at Noodles & Company (NDLS), age 47 as of March 19, 2025, with 14 years at the company; he joined in September 2011, became VP of IT in 2016, and has served as EVP, Technology since March 2021. He holds a BA in Mathematics with a minor in Computer Science and an emphasis in Secondary Education from Luther College, and prior roles include software engineering (IBM), consulting (Accenture), technology audit (Jefferson Wells), and enterprise applications/risk management (Famous Dave’s) . NDLS’s FY2024 operating scorecard, which underpinned annual incentives for executives including Kline, showed Adjusted EBITDA at $23.6M vs a $46.4M target and Same Store Sales at -1.9% vs a 4.0% target; Menu Innovation milestones were achieved at 80%, resulting in a 20% of target bonus payout for NEOs . Company performance context: system-wide comps decreased 1.5% in 2024, while Pay-Versus-Performance disclosures showed indexed TSR of 6.38 and GAAP net loss of $36.2M in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IBM | Software Engineer | 2000–2001 | Early technical build; software development exposure |
| Accenture | Telecom Technology Consultant | 2001–2005 | Enterprise telecom technology solutions; client delivery |
| Jefferson Wells | Technology Audit Professional | 2005–2006 | Controls and risk-focused technology auditing |
| Famous Dave’s | Enterprise Applications & Risk Manager | 2007–2011 | Enterprise apps management; risk oversight in restaurant ops |
| Noodles & Company | Director of IT | 2011–2016 | Built foundational IT capabilities; systems leadership |
| Noodles & Company | Vice President of IT | 2016–Feb 2021 | Scaled digital/IT infrastructure; multi-year execution |
| Noodles & Company | EVP, Technology | Mar 2021–Present | Executive leadership over technology strategy and execution |
External Roles
No external directorships or public company roles disclosed for Corey Kline .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (Paid) | $257,208 | $266,000 | $293,034 |
| Base Salary Rate | — | $267,800 | $291,817 (+9.0% YoY) |
| Target Bonus (% of Base) | — | 50% | 50% |
| Actual Bonus Paid | $25,594 | $0 | $25,461 |
| All Other Compensation | $15,801 | $20,617 | $15,477 |
Notes:
- 2024 perquisites detail: car allowance $9,346, 401(k) match $2,827, subsidized life insurance $2,104, technology allowance $1,200 .
- Target bonus payout mechanics for 2024 based on performance metrics shown below .
Performance Compensation
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout Basis |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 50% | 33.0 | 46.4 | 55.2 | 23.6 | 0% of target for this metric |
| Same Store Sales (SSS) Growth | 25% | 2.0% | 4.0% | 6.0% | (1.9)% | 0% of target for this metric |
| Menu Innovation Milestones | 25% | n/a | Milestones | n/a | 80% of milestones | 80% (unweighted) → overall bonuses at 20% of target |
Long-Term Incentives (2024 grants):
- Grant mix: RSUs 40% of target LTI; PSUs 60% of target LTI for non-CEO NEOs, including Kline .
- Kline LTI target values: RSUs $50,000; PSUs $75,000; Total $125,000 .
- RSUs vest in four equal annual installments; PSUs earned on 3-year performance period using stock price VWAP goals: Threshold $4.50 (50%), Target $6.50 (100%), Max ≥$8.50 (150%) .
- 2024 individual grant details (Grant-Date Fair Value): RSUs 15,015 units ($32,282); PSUs target 22,522 units ($36,260) .
- Historical PSU outcome: 2022–2024 PSUs earned 0% (below-threshold across 3-year SSS CAGR, cumulative Adjusted EBITDA, and Relative TSR) .
Equity Ownership & Alignment
- Beneficial Ownership (as of March 19, 2025): Corey Kline beneficially owns 56,143 shares; less than 1% of shares outstanding (45,903,948 shares) .
- Stock Ownership Guidelines: NEOs must hold stock valued at 2x base salary; until compliant, must retain 50% of shares received upon vesting/exercise (excludes unvested awards and unexercised options) .
- Hedging and Pledging: Company policy prohibits hedging and pledging transactions by directors, officers, and team members .
- Clawback: Dodd-Frank compliant recoupment policy plus discretionary clawback for materially inaccurate performance-based pay and misconduct .
Outstanding awards and vesting schedule (as of Dec 31, 2024):
| Instrument | Quantity | Key Terms | Vest/Expiry |
|---|---|---|---|
| Stock Options (exercisable) | 2,442 @ $18.43; 4,216 @ $16.70; 6,595 @ $10.64; 6,000 @ $6.84; 43,280 @ $12.30; 3,278 @ $7.88 | Option strikes from prior grants | Expire 2025–2029 per grant dates |
| RSUs (unvested) | 1,045 (2011/2021 grant schedule) | Final vest Mar 14, 2025 | 2025 |
| RSUs (unvested) | 4,051 (2022 grant) | Vest in two equal installments | Mar 14, 2025 & 2026 |
| RSUs (unvested) | 7,367 (2023 grant) | Vest in three equal installments | Mar 14, 2025–2027 |
| RSUs (unvested) | 15,015 (2024 grant) | Vest in four equal installments | May 15, 2025–2028 |
| PSUs (unvested) | 11,890 (2022 Relative TSR PSUs, target) | Performance-based vesting per plan | See plan terms |
| PSUs (unvested) | 14,367 (2023 Relative TSR PSUs, target) | Performance-based vesting per plan | See plan terms |
| PSUs (unvested) | 22,522 (2024 Stock Price PSUs, target) | Earned/vest May 15, 2027 if price ≥ $4.50 (CIC and double-trigger rules apply) | May 15, 2027 |
Vesting activity (2024):
- Shares vested (value realized at vest): 10,534 shares; $18,961 (based on closing price at vest dates) .
Form 4 insider activity:
- No Form 4 filings for NDLS were found by our document search tools during the requested period; ownership and vesting data reflect proxy disclosures [ListDocuments showed no Form 4; SearchDocuments returned none].
Employment Terms
- Agreement Type: Employment agreement dated July 2021 (Additional Executive) .
- Non-Compete/Non-Solicit: Non-compete for six months post-termination; restrictive covenants apply .
- Severance (Without Cause / Good Reason): 9 months base salary paid over 9 months; pro-rata bonus based on YTD performance; lump-sum COBRA premiums for nine months; requires release .
- Change-in-Control (CIC) Protection: If termination without cause/for good reason during CIC protection period, same 9-month base salary paid as lump sum; pro-rata target bonus; lump-sum COBRA; equity follows plan double-trigger conversion/acceleration rules .
- Equity Treatment: RSUs generally vest pro-rata upon Qualifying Termination; options pro-rata vesting and exercisability per plan; PSUs convert/settle per plan on CIC (convert to RSUs or settle based on performance timing) with double-trigger vesting if not continued/assumed .
| Scenario | Cash Severance | Bonus | COBRA | Equity Treatment |
|---|---|---|---|---|
| Termination without cause / good reason | 9 months base salary (installments) | Pro-rata based on YTD performance | 9 months (lump sum) | RSUs/Options pro-rata; PSUs per plan terms |
| CIC + qualifying termination (within 12 months) | 9 months base salary (lump sum) | Pro-rata target bonus | 9 months (lump sum) | PSUs convert and/or accelerate per plan; RSUs double-trigger vest |
| Death/Disability | Accrued comp; pro-rata actual bonus for partial year | Pro-rata actual | — | PSUs earned paid after performance period |
Compensation governance context:
- No single-trigger cash severance or single-trigger equity acceleration upon CIC; no golden parachute tax gross-ups; robust clawbacks; anti-hedging/anti-pledging .
Multi-Year Compensation (Disclosure Summary)
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $257,208 | $266,000 | $293,034 |
| Stock Awards (RSUs/PSUs, grant-date fair value) | $124,985 | $124,995 | $68,543 |
| Option Awards | $0 | $0 | $0 |
| Non-Equity Incentive (Annual Bonus) | $25,594 | $0 | $25,461 |
| All Other Compensation | $15,801 | $20,617 | $15,477 |
| Total | $423,588 | $411,612 | $402,515 |
Company Performance Context (Pay vs Performance)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Indexed TSR | 99.82 | 34.73 | 6.38 |
| GAAP Net Income (Loss, $M) | (3.3) | (9.9) | (36.2) |
Additional operating context (2024):
- System-wide comps: -1.5% (company-owned -1.8%; franchise -0.2%) .
Compensation Structure Analysis
- Equity-heavy, performance-oriented mix: 60% of ongoing LTI for non-CEO NEOs in PSUs tied to ambitious stock-price VWAP goals; RSUs at 40% .
- Annual bonus tied to operational outcomes (Adjusted EBITDA and SSS) plus strategic menu innovation; payout discipline evidenced by 0% on financial metrics, 20% overall payout driven solely by menu milestone attainment .
- PSU outcomes reflect execution risk: 2022–2024 PSUs earned 0% amid below-threshold financial/TSR performance .
Risk Indicators & Red Flags
- Hedging/pledging prohibitions reduce misalignment risk; stock ownership guidelines require 2x salary for NEOs with retention requirements until compliance .
- No excise tax gross-ups; no single-trigger CIC payouts; robust clawback policies (Dodd-Frank plus discretionary) .
- No insider Form 4 pattern detected via document search; vesting activity disclosed via proxy tables .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial shares | 56,143 shares (as of Mar 19, 2025) |
| Ownership guidelines | 2x base salary; 50% retention on vested/exercised shares until compliant |
| Pledging/Hedging | Prohibited |
| Deferred compensation | Aggregate balance $18,420; no 2024 contributions |
Employment Terms (Key Economics)
| Provision | Terms |
|---|---|
| Severance multiple | 9 months base salary; pro-rata bonus; 9 months COBRA |
| CIC protection | Lump-sum 9 months salary; pro-rata target bonus; 9 months COBRA; equity per double-trigger rules |
| Non-compete | 6 months post-termination |
| Clawbacks | Dodd-Frank compliant + discretionary for inaccuracies/misconduct |
Investment Implications
- Pay-for-performance rigor: Financial underperformance in 2024 (EBITDA and SSS below threshold) drove zero payout on those bonus components and 20% of target via menu milestones; PSUs emphasize 3-year stock price appreciation, aligning Kline’s upside with shareholder value creation .
- Equity exposure and vesting cadence: Material unvested RSUs and PSUs with multi-year schedules (2025–2028) and price-conditioned PSUs (2027) suggest ongoing retention levers and potential future selling after vest dates; no hedging/pledging allowed mitigates misalignment .
- Severance/CIC economics: Nine-month severance structure and double-trigger equity vesting reduce windfall risk while providing standard retention protection; non-compete of six months modestly constrains exit optionality .
- Execution risk: 2022–2024 PSUs earned 0% due to below-threshold performance, underscoring operational turnaround dependence for LTI value realization; menu innovation focus in incentives highlights strategic pivot but requires sustained KPI improvement (EBITDA, SSS) .
Governance context: 2024 say-on-pay approval was 97%, and compensation committee uses a refreshed peer set; policies prohibit single-trigger CIC payouts and tax gross-ups, supporting investor-friendly governance .