Elisa Schreiber
About Elisa Schreiber
Independent Class III director at Noodles & Company since December 2019; age 46 as of March 19, 2025. Currently Chief Marketing Officer at Felicis (since March 2025), previously marketing partner at Greylock Partners (Dec 2014–Feb 2025) and led global communications at Hulu (2010–2013). MBA (USC Marshall); BA in Communications & Media Studies and BA in Visual Arts (UC San Diego). Determined independent under Nasdaq rules; up for re‑election to a term expiring at the 2028 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hulu | Head of Global Communications | 2010–2013 | Led communications during hyper‑growth; tech/media domain expertise |
| Greylock Partners | Marketing Partner | Dec 2014–Feb 2025 | Venture/tech marketing counsel; portfolio advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Felicis | Chief Marketing Officer | Mar 2025–present | VC firm CMO; emerging technologies focus |
| Greylock Partners | Marketing Partner | Dec 2014–Feb 2025 | Early‑stage VC; Silicon Valley |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member (not a chair) .
- Independence: Board determined Schreiber is independent under Nasdaq rules; Audit and Compensation committees comprised solely of independent directors .
- Attendance and engagement: Board held 8 meetings in 2024; each director attended 100% of Board and applicable committee meetings. Independent directors meet in executive session during each regularly scheduled Board meeting, chaired by the independent Board Chairman .
- Committee activity: Audit (7 meetings in 2024), Compensation (5), Nominating & Corporate Governance (4) .
- Board leadership: Independent Non‑Executive Chairman (Jeff Jones) with defined responsibilities and executive sessions of independent directors .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $50,000 | Standard non‑employee director retainer |
| Committee membership retainers | $20,000 | $10,000 for Compensation Committee; $10,000 for Nominating & Corporate Governance Committee |
| Total cash fees | $70,000 | Fees earned/paid in cash in 2024 |
| Equity retainer (RSUs) | $58,108 | Fully vested RSUs at grant; annual director grant uses fixed value and notional stock price method |
| Total | $128,108 | 2024 director compensation (cash + stock) |
- Program design: Retainer‑only cash (no meeting fees); significant portion in full‑value equity with immediate vesting; additional retainers for committee roles; meaningful share ownership guidelines (5× annual cash retainer) .
Performance Compensation
- No performance‑linked compensation for directors; RSU grants for directors vest immediately upon grant (no performance conditions) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Schreiber |
| Compensation Committee interlocks | Company disclosed no interlocks; current Compensation Committee members (including Schreiber) were not officers; no cross‑board service with Company officers; CEO resigned from Committee upon appointment as Interim CEO |
Expertise & Qualifications
- Marketing and communications leadership with emphasis on emerging technologies and growth companies .
- Advanced education: MBA (USC Marshall) and dual BAs (UC San Diego) .
- Governance focus: Member of Compensation and Nominating & Corporate Governance committees .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Elisa Schreiber | 84,647 | <1% | As of March 19, 2025; total Class A outstanding 45,903,948 |
- Stock ownership guidelines: Non‑employee directors must maintain holdings equal to 5× annual cash retainer; until met, 50% of net shares from vesting/exercise must be retained .
- Anti‑hedging/anti‑pledging: Company prohibits hedging and pledging of Company stock by directors and related parties .
- Section 16 compliance: Company believes all reporting persons filed required reports on a timely basis in 2024 .
Governance Assessment
- Strengths: Independent status; 100% attendance; service on key governance committees; robust anti‑hedging/anti‑pledging and clawback policies; director ownership guidelines enhance alignment .
- Compensation structure: Reasonable cash retainer plus meaningful equity; no meeting fees; equity immediately vested but paired with stringent ownership guidelines to mitigate entrenchment concerns .
- Shareholder signals: 2024 say‑on‑pay support at 97%, indicating broad investor confidence in compensation governance framework .
- Potential conflicts/related‑party exposure: No related‑party transactions disclosed for Schreiber. Broader board context includes investor‑affiliated directors (Mill Road Capital’s designation rights; Hoak Support Agreement) which can influence governance dynamics; Audit Committee oversees related‑party transaction policies .
- RED FLAGS: Company maintains supermajority voting requirements for certain actions (removal without cause, charter/bylaw amendments). Board recommends voting against a 2025 shareholder proposal to adopt simple majority voting, citing concentration among large holders—this may be viewed negatively by some governance investors .