Mary Egan
About Mary Egan
Mary Egan, age 57, has served as an independent director of Noodles & Company since September 2017 and is Chair of the Nominating and Corporate Governance Committee. She previously founded and was CEO of Gatheredtable (2013–2018 sale), served as Head of Global Strategy and Corporate Development at Starbucks (2010–2012), and was a Managing Director at BCG (1997–2010). She holds a BA (Barnard College, Columbia), an MSEd (Bank Street Graduate School of Education), and an MBA (Columbia Business School). Her core credentials include consumer-centric growth strategy, execution, marketing, and brand expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gatheredtable | Founder & CEO | 2013–2018 (platform sold in 2018) | Led consumer SaaS meal-planning product to sale |
| Starbucks | Head of Global Strategy & Corporate Development | 2010–2012 | Drove cost reduction, developing markets, digital and food initiatives |
| Boston Consulting Group | Managing Director | 1997–2010 | Partnered with CEOs/boards on aggressive growth; global speaker on consumer-centric growth |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Urban Outfitters (NASDAQ: URBN) | Director | Current | Public company board service |
| Kripalu Center for Yoga & Health (nonprofit) | Board of Trustees member; Chair of Finance & Audit Committee | Current | Finance/Audit leadership at nonprofit |
Board Governance
- Committee assignments (current): Compensation Committee member; Nominating & Corporate Governance Committee Chair .
- 2024 committee activity: Compensation Committee met 5 times; Nominating & Corporate Governance met 4 times; Audit Committee met 7 times (Egan received Audit Committee service fees in 2024, indicating service during the year) .
- Independence: Board determined Egan is “independent” under Nasdaq rules, including heightened criteria for Audit and Compensation Committees .
- Attendance: Directors attended 100% of Board and applicable committee meetings in 2024 .
- Board structure: Eight-member classified board; Egan is Class I with term expiring at the 2026 annual meeting .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $85,000 | $85,000 | $85,000 |
| Stock Awards ($) | $75,000 | $90,000 | $58,108 |
| Total ($) | $160,000 | $175,000 | $143,108 |
| Cash Retainer Policy (Chair $100k) | $50,000 Board; committee/member/chair retainers per policy | $50,000 Board; policy unchanged | $50,000 Board; policy unchanged |
| Committee Member Retainers | Audit $15k; Comp $10k; N&G $10k | Audit $15k; Comp $10k; N&G $10k | Audit $15k; Comp $10k; N&G $10k |
| Committee Chair Retainers | $10k per chair (all committees) | $10k per chair | $10k per chair |
Notes:
- 2024 footnote breakdown for Egan: includes $15,000 Audit Committee, $10,000 N&G Committee, and $10,000 as N&G Committee Chair .
- Director compensation uses retainer-only cash (no meeting fees) and meaningful equity; FW Cook engaged as independent consultant; ownership guidelines apply .
Performance Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual RSU Grant Design | Fixed-value $75,000; fully vested on grant | Fixed-value $90,000 ($135,000 Chair); fully vested on grant | Intended value $90,000 ($135,000 Chair); divided by notional $3.33; grant-date fair value per share $2.15; RSUs fully vested on grant |
| Director Equity Type | RSUs (full-value, immediate vest) | RSUs (full-value, immediate vest) | RSUs (full-value, immediate vest) |
| Performance Metrics in Director Pay | None disclosed (no performance-conditioned director equity) | None | None |
Ownership alignment policies:
- Stock ownership guidelines: 5x annual cash retainer for non-employee directors; sales restricted below threshold; hedging and pledging prohibited .
Other Directorships & Interlocks
| Entity | Relationship to NDLS | Potential Conflict/Interlock |
|---|---|---|
| Urban Outfitters (URBN) | Public company board (retail apparel/home) | No related-party transactions disclosed involving Egan; no NDLS competitive/supplier/customer interlock disclosed |
| Kripalu Center | Nonprofit board | Not a commercial counterparty; no related-party exposure disclosed |
Mill Road Capital related party context:
- Mill Road Capital has board designation rights; its designee is Thomas Lynch (not Egan). Related-party approvals handled via Audit Committee procedures; no Egan-specific related-party transactions disclosed .
Expertise & Qualifications
- Consumer-centric growth strategy; brand and marketing expertise from BCG, Starbucks, and Gatheredtable leadership .
- Governance leadership as Chair of Nominating & Corporate Governance; committee responsibilities include director selection, governance principles, succession planning, sustainability oversight, and recommending committee chairs .
- Nonprofit finance/audit committee leadership; public-company board experience (URBN) .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Ownership % |
|---|---|---|
| March 22, 2023 | 42,385 | <1% (*) |
| March 20, 2024 | 69,412 | <1% (*) |
| March 19, 2025 | 96,439 | <1% (*) |
Director ownership policies:
- Stock ownership guidelines: 5x annual cash retainer; sales restricted below threshold .
- Hedging and pledging prohibited for directors .
Insider trades (Form 4):
| Transaction Date | Filing Date | Type | Shares Transacted | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|
| 2021-04-27 | 2021-04-29 | RSU Award (A) | 5,298 | 29,652 | |
| 2022-05-10 | 2022-05-11 | RSU Award (A) | 12,733 | 42,385 | |
| 2023-05-22 | 2023-05-23 | RSU Award (A) | 27,027 | 69,412 | |
| 2024-05-15 | 2024-05-17 | RSU Award (A) | 27,027 | 96,439 | |
| 2025-05-15 | 2025-06-03 | RSU Award (A) | 36,000 | 132,439 |
Data source: insider-trades skill (Form 4). More current than proxy; post-transaction ownership reflects Form 4 “securitiesOwned”.
Governance Assessment
- Board effectiveness: Egan is a seasoned operator/strategist with consumer/brand depth; chairs the Nominating & Governance Committee overseeing board composition, succession, governance principles, and sustainability—core to board quality .
- Independence and attendance: Confirmed independent under Nasdaq rules; 100% attendance in 2024—strong engagement .
- Compensation alignment: Director pay combines retainer-only cash and full-value RSUs with immediate vesting; ownership guidelines at 5x retainer and anti-hedging/pledging policies support alignment. 2024 RSU methodology used a higher notional price to manage share usage, lowering grant-date fair value ($58,108), signaling discipline amid share price volatility .
- Ownership signals: Steadily increasing beneficial ownership from 2023 to 2025, reinforced by annual RSU awards; recent 2025 RSU award increased holdings to 132,439 per Form 4, supporting skin-in-the-game .
- Conflicts/related party: No Egan-specific related-party transactions disclosed; board has formal conflict review policies and Audit Committee oversight for related party transactions .
RED FLAGS
None disclosed specific to Egan (no related-party transactions, no hedging/pledging, full attendance). Note: Director RSUs vest immediately and are not performance-conditioned, which reduces “at-risk” pay; mitigants include stock ownership guidelines (5x retainer) and prohibited hedging/pledging .
Say-on-Pay context (NEOs): 2024 say-on-pay approval was ~97%, indicating shareholder support for compensation governance; while not director-specific, it signals investor confidence in overall governance framework .