Drew Madsen
About Drew Madsen
Drew Madsen, 68, is Chief Executive Officer and a Class II director of Noodles & Company; he joined the Board in 2017, served as Interim CEO from November 2023 to March 5, 2024, and was appointed permanent CEO on March 6, 2024 . He holds an MBA with Distinction from the University of Michigan and a BA (magna cum laude) from DePauw University; his core credentials are restaurant operations and brand management leadership at scale .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Panera Bread Company | President | May 2015 – Dec 2016 | Helped guide brand to leadership in clean food, digital ordering/payment, and delivery . |
| Norwegian Cruise Line (NCLH) | President & COO (Norwegian Cruise Line division) | Oct 2014 – Mar 2015 | Senior operator of global consumer services business . |
| Darden Restaurants (DRI) | President & COO; Director | 2005 – 2013 | Led large-scale restaurant operations; board service during tenure . |
| General Mills | Various brand management roles; VP Marketing | Early career | Consumer brand management foundation . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Darden Restaurants (DRI) | Director | 2005 – 2013 | Board member during executive tenure . |
No current public company directorships are disclosed for Mr. Madsen in the 2025 proxy .
Board Governance
- Independence status: The Board determined Madsen was independent under Nasdaq rules until his appointment as Interim CEO in November 2023; he is not independent as CEO .
- Committee assignments: None currently; he previously served on the Compensation Committee and resigned in connection with becoming Interim CEO; 2024 Compensation Committee comprised Egan, Hartnett (Chair), Jones, Lynch, Schreiber (all independent) .
- Attendance: In 2024, each director attended 100% of Board and applicable committee meetings; Board held eight meetings .
- Board structure: Separate CEO and independent Non‑Executive Chairman (Jeff Jones), who also chairs the Audit Committee; seven of eight directors are independent .
- Executive sessions: Independent directors meet in executive session during each regularly scheduled Board meeting .
- Class/tenure: Class II director; current term expires at the 2027 annual meeting .
Fixed Compensation
| Element | 2024 Amount/Terms | Notes |
|---|---|---|
| Base Salary (CEO) | $800,654 | Reflects 2024 salary; increased to $800,000 upon appointment as CEO on March 6, 2024 . |
| Director Compensation | $0 | Officers do not receive director pay . |
| Perquisites/Other | $11,304 | Includes $10,104 subsidized life insurance and $1,200 technology allowance . |
Performance Compensation
| Component | Structure | 2024 Targets/Outcomes |
|---|---|---|
| Annual Bonus (CEO) | Target 100% of salary; payout 0–200% based on Adjusted EBITDA (50%), Same Store Sales (25%), Menu Innovation (25%) . | 2024 outcomes: EBITDA below threshold (0%); SSS below threshold (0%); Menu Innovation at 80% of target; resulting payout 20% of target. CEO payout: $160,000 . |
| 2024 RSUs (CEO) | Time-vest RSUs; 3 annual installments | Granted 199,203 RSUs on 3/6/2024; intended target value $500,000; vest on 3/6/2025, 3/6/2026, 3/6/2027 . |
| 2024 PSUs (CEO) | 3‑year performance PSUs; vest based on 45‑day Highest VWAP | Target value $1,000,000; VWAP goals: Threshold $5 (50%); Target $7.50 (100%); Max ≥$10 (150%); performance window 3/6/2024–3/6/2027 . |
| 2024 Stock Options (CEO) | 250,000 options @ $2.51; performance vesting | Vest on 3/6/2027 only if price ≥$5 by either day-before close or 45‑day VWAP; grant-date fair value $262,500 . |
| Prior PSU performance (2012-2024 cycle) | 3‑year PSUs (2022 grants) tied to SSS CAGR, cumulative Adjusted EBITDA, and Relative TSR | All metrics below threshold; payout 0% (rigor signal) . |
Detailed annual bonus metrics and results:
| Measure | Threshold | Target | Maximum | Actual | Unweighted % of Target Earned |
|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | $33.0 | $46.4 | $55.2 | $23.6 | 0% . |
| Same Store Sales Growth | 2.0% | 4.0% | 6.0% | (1.9)% | 0% . |
| Menu Innovation | n/a | Milestones | n/a | Committee evaluation 80% | 80% (weighted to 20% overall payout) . |
Compensation governance calibration:
- 2024 say‑on‑pay approval: 97% (supportive of program design) .
- Independent consultant: FW Cook; Compensation Committee concluded no conflicts; uses peer benchmarking (e.g., Chuy’s, El Pollo Loco, Red Robin, Potbelly; later added BurgerFi, Denny’s, Portillo’s and several retailers for 2025 calibration) .
- Clawbacks: Dodd‑Frank compliant recovery policy (Nov 8, 2023) plus discretionary clawback for misconduct/inaccurate metrics .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Mr. Madsen . |
| Prior public company boards | Darden Restaurants, Inc. (Director, 2005–2013) . |
| Interlocks | No compensation committee interlocks reported in 2024; Mr. Madsen resigned from Comp Committee upon appointment as Interim CEO . |
Expertise & Qualifications
- Domain expertise: Multi‑decade leadership in restaurant operations, consumer brand management, and large-scale P&L stewardship (Darden, Panera, Norwegian Cruise Line) .
- Education: MBA, University of Michigan; BA, DePauw University; Phi Beta Kappa .
- Board-identified skills: Restaurant operations and brand management experience relevant to NDLS strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Drew Madsen | 193,865 | <1% | Beneficial ownership as of March 19, 2025 . |
Outstanding awards (as of 12/31/2024):
| Award Type | Quantity | Key Terms |
|---|---|---|
| RSUs (2024 grant) | 199,203 | Time-vest on 3/6/2025, 3/6/2026, 3/6/2027 . |
| PSUs (2024 grant) | 398,406 target (shows at 2x in table; 0–150% earnout) | Earn based on Highest VWAP through 3/6/2027; shares shown at target/2x context in outstanding table footnote; vest contingent on price hurdles . |
| Stock Options (2024 grant) | 250,000 @ $2.51 | Vest only if price ≥$5 by 3/6/2027; expire 3/6/2034 . |
Ownership alignment and restrictions:
- Stock ownership guidelines: CEO must hold stock equal to 5x base salary; 50% net‑after‑tax retention until met; unvested RSUs/PSUs and unexercised options do not count toward guideline .
- Anti‑hedging/anti‑pledging: Directors and officers are prohibited from hedging and pledging company stock .
Employment & Contracts (CEO)
- Agreement: 3‑year employment agreement effective March 6, 2024; base salary $800,000; target bonus 100% of base; initial equity awards as described above .
- Non‑compete: 12 months post‑termination; confidentiality and non‑disparagement covenants apply .
- Severance: If terminated without cause or for good reason, 18 months’ base, pro‑rata bonus based on year‑to‑date, and lump‑sum COBRA (24 months’ base and pro‑rata target bonus if within CIC protection period) .
- Change-in-control equity treatment: RSUs/options generally double‑trigger on qualifying termination after CIC; PSUs convert to time‑vest RSUs or vest based on performance/CIC timing per plan terms .
Director Compensation (context; not paid to Madsen)
| Component | 2024 Amount |
|---|---|
| Board retainer | $50,000 (Chairman $100,000); committee retainers: Audit $15,000 (+$10,000 chair), Comp $10,000 (+$10,000 chair), N&CG $10,000 (+$10,000 chair) . |
| Equity | RSUs based on fixed intended value ($90,000; $135,000 for Chair) using $3.33 notional; fully vested at grant; Madsen does not receive director pay as an officer . |
Related Party & Conflicts Check
- No related‑party transactions involving Madsen are disclosed; related arrangements include Mill Road Capital’s board designation right (Thomas Lynch) and a 2024 Support Agreement with Hoak & Co. appointing Britain Peakes and imposing standstill/voting commitments on Hoak .
- Insider trading policy prohibits hedging/pledging; all Section 16 reports were timely in 2024 .
Governance Assessment
Strengths supporting investor confidence
- Clear separation of Chair/CEO; 7/8 directors independent; independent chair leads executive sessions; robust committee structure; 100% director attendance in 2024 .
- Strong pay governance: majority of CEO target LTI in PSUs tied to multi‑year stock‑price hurdles; prior PSUs (2022–2024) paid 0% on below‑threshold results (downside risk) .
- Shareholder alignment mechanisms: stringent CEO ownership guideline (5x salary); anti‑hedging/anti‑pledging; dual clawback regime .
- Say‑on‑pay support at 97% in 2024 (market endorsement) .
Potential risk indicators to monitor
- Supermajority voting provisions remain for key charter/bylaw changes and director removal; Board opposed a 2025 shareholder proposal to eliminate them (could be viewed as shareholder‑unfriendly by some investors) .
- Concentrated ownership: six significant stockholders collectively own nearly 50%, which Board cited as a rationale for retaining certain supermajority thresholds (influence dynamics to watch) .
- Performance orientation centers heavily on stock‑price VWAP for PSUs/options; while aligned with TSR, it places less weight on operating metrics in LTI (counterbalanced by EBITDA/SSS/menu innovation in annual plan) .
Overall: Madsen’s operational pedigree, 100% attendance, alignment policies, and rigorous outcomes (0% PSU vest for 2022–24) support board effectiveness and pay–performance alignment; governance watch‑items include the persistence of supermajority provisions and ownership concentration that may affect control dynamics .