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Joe Christina

Joe Christina

President and Chief Executive Officer at NOODLES &
CEO
Executive
Board

About Joe Christina

Joe Christina, 63, is President and Chief Executive Officer of Noodles & Company (NDLS) effective August 31, 2025, after joining as President and Chief Operating Officer in February 2025; he also joined NDLS’s Board on August 31, 2025 . He previously served as CEO, President and Board Member of Church’s Chicken (2013–Aug 2022) and CEO of Tijuana Flats (2022–Jul 2024); he began his 29‑year career at Burger King, ultimately becoming SVP of U.S. Franchise Operations (West Division). He holds a BS in Business Management and Marketing from Quinnipiac University . For context, NDLS’s 2024 system‑wide comp sales declined 1.5% amid a challenging consumer environment , and in Q1 2025 NDLS reported a net loss of $9.1M and Adjusted EBITDA of $2.4M with company-owned comp sales up 4.7% .

Past Roles

OrganizationRoleYearsStrategic impact
Noodles & CompanyPresident & COOFeb 2025–Aug 2025Brought in for operational leadership; later elevated to CEO .
Church’s ChickenEVP U.S. Operations; then CEO/President/Board Member2013–Aug 2022Drove significant YoY growth during tenure (company disclosure) .
Tijuana FlatsCEO2022–Jul 2024Led brand revitalization; company later entered Ch. 11 in Apr 2024 and emerged Jan 2025 under new owner .
Burger KingMultiple roles culminating in SVP Franchise Ops (West)~29 yearsOperations, franchise leadership progression .

External Roles

OrganizationRoleYearsNotes
Church’s ChickenBoard Member (in addition to CEO/President)2013–Aug 2022Board role concurrent with CEO tenure .

Fixed Compensation

ComponentTerms
Base salary$550,000 per year as CEO, effective Aug 31, 2025 .
Director feesAs an officer-director, not eligible for director compensation .
BenefitsEligible for executive group insurance, savings/retirement plans, expense reimbursement per policy .

Performance Compensation

  • Annual bonus
    • Target: 100% of base salary, beginning with FY ending Dec 30, 2025; goals set by Board/Compensation Committee; paid after audit (no later than Apr 30) .
  • Long-term equity
    • CEO Equity Award: 250,000 time‑vested RSUs granted Aug 31, 2025; vest ratably over 4 years on each of the first through fourth anniversaries, subject to continued employment .
    • Eligibility for future equity awards at Committee discretion .
  • Company incentive design context
    • NDLS uses PSUs and RSUs for NEOs; 2024 plan used Adjusted EBITDA (50%), Same Store Sales (25%), and Menu Innovation (25%) for annual bonuses; PSUs tied to VWAP stock price over 3 years (2024 awards) . 2025 PSU form reflects 3‑year performance period and CIC treatment mechanics (plan form) .

Annual Bonus Plan (2025)

MetricWeightingTargetPayout mechanics
To be set by Board/Committeen/a100% of salary (target)Paid post‑audit; metrics not yet disclosed .

CEO Equity Award Vesting Schedule (insider supply cadence)

GrantAmountVesting dates (ratable)
Time‑vested RSUs250,00025% on each of the 1st, 2nd, 3rd, 4th anniversaries of Aug 31, 2025 (subject to employment) .

Equity Ownership & Alignment

ItemDetail
Initial CEO grant250,000 RSUs on Aug 31, 2025 .
Ownership guidelinesCEO required to hold stock equal to 5x base salary; until met, must retain 50% of net after‑tax shares from vesting/exercise .
Hedging/pledgingProhibited for directors and officers (anti‑hedging and anti‑pledging policies) .
Shares outstanding46,441,542 as of Aug 8, 2025; CEO grant equals ~0.54% of current shares if fully vested (calculation using cited data) .
Beneficial ownership line‑of‑sightJoe was not listed in the Mar 19, 2025 beneficial ownership table (he was not yet a director and was not a 2024 NEO) .

Employment Terms

TermKey provisions
Agreement datesOriginal NDLS employment agreement dated Feb 12, 2025 (as President & COO); Amended and Restated as CEO effective Aug 31, 2025 .
TermOngoing until terminated per agreement .
Severance (no CIC)12 months base salary (installments), pro‑rata annual bonus based on actual performance, and lump‑sum 12 months COBRA premium; subject to release and covenants .
Severance (CIC double‑trigger)If termination without Cause or for Good Reason during CIC Protection Period (60 days before to 12 months after CIC): 12 months base salary (lump sum), pro‑rata target bonus (lump sum), and lump‑sum 12 months COBRA premium; subject to release and covenants .
Good ReasonOutside CIC: relocation >50 miles (with carve‑out around Broomfield HQ). During CIC: removal from CEO role, temporary pay/target bonus reduction >10% (unless broadly applied), or material breach; notice/cure required .
Non‑compete12 months post‑employment; fast/quick‑casual restaurant or directly competing businesses in North America; passive ≤5% public holdings permitted .
Non‑solicit12 months post‑employment (non‑manager restaurant employees excluded from restriction) .
ConfidentialityRobust confidentiality and trade secret protections; whistleblower carve‑outs .
Equity treatment (plan)RSUs: pro‑rata vesting of next tranche on certain qualifying terminations; acceleration upon qualifying termination within 12 months post‑CIC per plan; Committee discretion can accelerate .
ClawbackDodd‑Frank compliant recoupment plus discretionary clawback for misstatements/misconduct .

Board Governance

  • Role and dual‑role implications
    • Christina is CEO and a director effective Aug 31, 2025; NDLS maintains a separate, independent Non‑Executive Chairman (Jeff Jones) and conducts executive sessions of independent directors, mitigating CEO/Chair power concentration concerns .
  • Committees (independent directors only)
    • Audit: Chair Jeff Jones; members Robert Hartnett, Britain Peakes, Shawn Taylor .
    • Compensation: Chair Robert Hartnett; members Mary Egan, Jeff Jones, Thomas Lynch, Elisa Schreiber .
    • Nominating & Corporate Governance: Chair Mary Egan; members Thomas Lynch, Elisa Schreiber, Shawn Taylor .
  • Attendance and structure
    • Board met eight times in 2024; directors attended 100% of meetings/assigned committees .
  • Director pay policy
    • Officer‑directors (e.g., CEO) do not receive director compensation .

Compensation Structure Analysis

  • Cash/equity mix and risk
    • CEO package emphasizes performance‑at‑risk pay via annual bonus (100% of salary target) and equity; initial CEO equity award is time‑vested RSUs (retention‑oriented), with future equity at Committee discretion . Company‑wide, NEO LTI mix heavily uses PSUs (≥60% target value for non‑CEO NEOs; 66.7% for former CEO in 2024), aligning payouts with stock performance via 3‑year VWAP hurdles .
  • Governance features
    • Double‑trigger CIC protection; no tax gross‑ups; anti‑hedging/pledging; stringent clawbacks; meaningful stock ownership guidelines (CEO 5x salary) .

Risk Indicators & Red Flags

  • Change‑in‑control and severance
    • Double‑trigger CIC and 1.0x cash severance limit excessive payouts; bonus uses pro‑rata actual (no CIC) vs pro‑rata target (CIC) .
  • Good Reason scope
    • Outside CIC, Good Reason is narrow (primarily relocation), reducing “walk‑away” optionality; broader protections during CIC .
  • Prior company event
    • Tijuana Flats (where Christina was CEO) filed Chapter 11 in Apr 2024 and emerged Jan 2025; note broader industry pressures during that period .
  • Alignment controls
    • Anti‑hedging/pledging and 50% post‑tax retention requirement to meet ownership guidelines materially restrict opportunistic selling .

Say‑on‑Pay & Shareholder Feedback

YearSay‑on‑pay approvalNotes
202497% “For”Committee interpreted as support for program design; continues routine investor outreach .

Compensation Peer Group (benchmarking context)

  • 2024 peer set included casual/fast‑casual comps (e.g., BJ’s, Chuy’s, El Pollo Loco, Red Robin), with subsequent 2025 adjustments; NDLS ranked lowest by market cap vs peer medians as of Feb 15, 2024 .

Investment Implications

  • Alignment and retention: The 250k RSU grant with 4‑year ratable vesting, CEO 5x salary ownership guideline, and anti‑hedging/pledging policies point to retention and long‑term alignment; 50% post‑tax share retention until guidelines are met dampens near‑term selling pressure from vestings .
  • Event risk/M&A: Double‑trigger CIC terms and plan‑level equity treatment reduce single‑trigger windfalls; equity can accelerate upon qualifying termination in a CIC, but not merely upon the transaction closing .
  • Execution risk: Christina’s mandate centers on operations and margin improvement; company‑wide 2024 comp declines and Q1 2025 losses underscore the turnaround challenge he inherits . Early tenure limits direct pay‑for‑performance read‑through; monitor 2025–2026 bonus metrics/targets and any PSU grants for hurdle rigor .
Citations: All facts are sourced as shown inline.