Mike Hynes
About Mike Hynes
Mike Hynes, age 49, has served as Chief Financial Officer of Noodles & Company since July 24, 2023. He is a CPA with a B.S.B.A. in Accounting from Auburn University and a Master of Accountancy from the University of Georgia. Prior to NDLS, he spent 2008–2023 at Ruth’s Hospitality Group (Ruth’s Chris) in finance and accounting leadership, including FP&A, investor relations, accounting/treasury, and earlier roles at RSM and Deloitte (career start 1998) . Company performance context during his tenure includes FY2024 system-wide comparable restaurant sales down 1.5% and an executive bonus funded at 20% of target (EBITDA and SSS below threshold; Menu Innovation at 80%), while the company’s Pay-vs-Performance table shows indexed TSR of 6.38 in 2024 vs 34.73 in 2023 and 99.82 in 2022 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Noodles & Company | Chief Financial Officer | 2023–present | Leads finance, IR, strategic planning; financial reporting/treasury |
| Ruth’s Hospitality Group (Ruth’s Chris) | VP Finance & Accounting; prior finance roles | 2008–2023 | Led IR; strategic FP&A; budgeting/forecasting; accounting/reporting; treasury; new unit financial evaluation |
| RSM; Deloitte | Managerial roles (started career at Deloitte) | 1998–2008 (prior to joining Ruth’s in 2008) | Public accounting/assurance foundation; CPA credentials |
External Roles
- None disclosed for Hynes (no outside public company directorships or committee roles listed) .
Fixed Compensation
| Item | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary | $350,000 | $375,250 | Increased 7.2% effective May 1, 2024 |
| Target Annual Bonus (% of salary) | 75% | 75% | NEO target set by Comp Committee |
| Actual Annual Bonus Paid | — | $56,288 | 20% of target based on 2024 outcomes (EBITDA/SSS below threshold; Menu Innovation 80%) |
| All Other Compensation | $2,948 | $11,937 (Car $4,154; 401k match $3,657; Life Ins. $2,926; Tech $1,200) | Perquisites/benefits (no SERP) |
Performance Compensation
| Metric (Weight) | Threshold | Target | Maximum | Actual (2024) | Unweighted payout |
|---|---|---|---|---|---|
| Adjusted EBITDA (50%) | $33.0m | $46.4m | $55.2m | $23.6m | 0% |
| Same Store Sales (25%) | 2.0% | 4.0% | 6.0% | (1.9)% | 0% |
| Menu Innovation (25%) | n/a | Milestones | n/a | Committee: 80% | 80% |
- Result: 20% of target bonus for NEOs including the CFO .
- LTI design (CFO): 2024 target $400,000: 60% PSUs, 40% RSUs; PSU vesting based on VWAP hurdles over 3 years; RSUs time-vest .
2024 Equity Grants (detail)
| Grant | Grant date | Shares/Target | Vesting | Plan terms (performance) |
|---|---|---|---|---|
| RSUs | May 15, 2024 | 48,048 | 4 equal annual installments each May 15, 2025–2028 | Time-based |
| PSUs (target) | May 15, 2024 | 72,072 (Threshold 36,036; Max 144,144) | Cliff at 3 yrs (May 15, 2027) subject to stock-price goals | VWAP goals: Threshold $4.50 (50%); Target $6.50 (100%); Max ≥$8.50 (150%) over any 45 consecutive trading days in period |
- Context: Company’s 2022–2024 performance PSUs (across NEO cohort) paid 0% (SSS CAGR 0.7% vs 4.0% threshold; Cumulative Adj. EBITDA $85.8m vs $155.4m threshold; Relative TSR <25th percentile) .
Equity Ownership & Alignment
| Ownership element | Detail |
|---|---|
| Beneficial ownership | 13,529 shares as of March 19, 2025 (less than 1%) |
| Shares outstanding (denominator) | 45,903,948 Class A shares outstanding as of March 19, 2025 |
| Ownership as % of outstanding | ≈0.03% (13,529 / 45,903,948) based on figures above |
| Unvested RSUs (granted 7/24/2023) | 53,571 RSUs vest in three equal installments each July 24, 2025–2027 |
| Unvested RSUs (granted 5/15/2024) | 48,048 RSUs vest in four equal installments each May 15, 2025–2028 |
| Unvested PSUs (target, 5/15/2024) | 72,072 target PSUs; vest on May 15, 2027 if VWAP goals achieved (see above) |
| Stock ownership guidelines | 2x base salary for NEOs; must retain 50% of net shares until compliant (unvested awards/options don’t count) |
| Hedging/pledging | Prohibited for officers; insider trading policy bars hedging and pledging; pre-clearance and window constraints apply – |
| Clawback | Dodd-Frank compliant recoupment (3-year lookback on restatements) plus discretionary clawback policy |
Vesting calendar implies potential periodic supply around May 15 and July 24 each year as RSUs settle, moderated by trading windows/10b5-1 plans and 50% post-vest retention until ownership guidelines are met – .
Employment Terms
| Term | CFO – Mike Hynes |
|---|---|
| Start date and offer terms | Appointed CFO July 24, 2023; offer provides $350,000 base (since increased) and 75% target bonus; standard executive benefits; at-will |
| Severance (non‑CIC) | If terminated without cause or resigns for good reason: 12 months base salary, pro‑rata annual bonus (based on YTD performance), and lump‑sum COBRA premium for 12 months, subject to release |
| Severance (CIC double‑trigger) | If termination without cause/for good reason during CIC protection period: 12 months base (lump sum), pro‑rata target bonus, 12 months COBRA (lump sum) |
| Non‑compete / Non‑solicit | Non‑compete for six months post‑termination; non‑solicitation covenants per executive agreements |
| Estimated benefits (per FY2024 table) | Illustrative payout if separated on FY2024 year‑end (est.): cash severance $375,250; bonus $112,575; COBRA $25,753; equity treatment value $131,620; amounts vary by scenario and are per proxy assumptions |
Equity acceleration follows plan rules: RSUs accelerate on a qualifying termination within 12 months after CIC; PSUs convert to time‑vesting RSUs at target/actual through date or vest at CIC if not assumed, per plan discretion .
Compensation Structure Analysis
- Mix and leverage: For NEOs, ≥60% of ongoing LTI value is in PSUs with multi‑year stock‑price hurdles; annual bonus ties primarily to Adjusted EBITDA/SSS with a strategic component (Menu Innovation). 2024 outcomes funded at 20%, evidencing downside risk when targets are missed .
- Governance: No single‑trigger cash severance or equity acceleration on CIC; no tax gross‑ups; robust clawbacks; anti‑hedging/pledging; ownership guidelines with retention; say‑on‑pay passed with 97% approval in 2024 .
- Benchmarking: Peer set spans casual/fast‑casual restaurants (e.g., BJ’s, Chuy’s, El Pollo Loco, First Watch, Portillo’s) and selected retailers; NDLS ranked smaller on market cap, informing positioning of TDC opportunities .
Risk Indicators & Red Flags
- 2022–2024 PSUs paid 0% across metrics (SSS/EBITDA/Relative TSR), reinforcing pay-for-performance rigor but highlighting execution risk to earn equity .
- Indexed TSR in PVP disclosure fell to 6.38 in 2024 (from 34.73 in 2023), consistent with challenging sales trends and bonus underfunding .
- Insider alignment protections: anti‑hedging/pledging and ownership guidelines reduce hedging/pledging risks; clawback policies cover restatements and misconduct .
- No related‑party transactions or pledging disclosed for Hynes; the company has policies and committee oversight for related‑party items .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay received 97% approval; committee retained pay design and continues regular investor outreach .
Equity Compensation Tables (CFO)
| Metric | Grant/As of | Amount/Terms |
|---|---|---|
| 2024 LTI Target (value) | 2024 | $400,000 (60% PSUs; 40% RSUs) |
| 2024 RSUs | 5/15/2024 | 48,048; vest 25% annually 2025–2028 |
| 2024 PSUs (target) | 5/15/2024 | 72,072; vest 5/15/2027 if VWAP goals met (Threshold $4.50; Target $6.50; Max ≥$8.50) |
| 2023 RSUs | 7/24/2023 | 53,571; vest 1/3 annually 2025–2027 |
| Beneficially owned shares | 3/19/2025 | 13,529 |
Investment Implications
- Alignment: Hynes’ pay is meaningfully at‑risk via PSUs with absolute stock‑price hurdles; 2022–2024 PSUs paid 0%, and 2024 bonuses funded at 20%—both reinforcing pay-performance sensitivity and potential for upside if NDLS executes on sales/margin recovery and stock price appreciates to VWAP thresholds by 2027 .
- Retention risk: CFO severance is 1x salary plus pro‑rata bonus and COBRA (12 months), with standard six‑month non‑compete; equity vests over multi‑year schedules. This is moderate by small-cap casual dining standards and suggests reasonable, not excessive, protection .
- Supply/overhang: RSU installments in May/July annually could create periodic insider selling capacity; mitigated by 50% post‑tax retention until 2x salary ownership and insider trading windows/10b5‑1 plans – .
- Governance: Anti‑hedging/pledging and clawbacks, plus strong say‑on‑pay support, lower governance risk. The program’s shift to stock‑price PSUs concentrates incentives on shareholder value creation, but sets ambitious hurdles that may be difficult if comps/EBITDA recovery lags .