Robert Hartnett
About Robert Hartnett
Independent director (Class I) of Noodles & Company since July 2016; age 73 as of March 19, 2025. Former CEO of Houlihan’s Restaurants (2001–2015), and previously President/CEO/Chairman of Einstein Noah Restaurant Group; earlier roles include President of Bennigan’s and ownership/operation of Einstein Bros. and Boston Market franchises. He currently serves as Executive Chairman of FairWave Holdings Specialty Coffee Collective (private). He holds a BA in Accounting from Lamar University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Houlihan’s Restaurants, Inc. | Chief Executive Officer | 2001–2015 | Led brand reinvention and sale of the company |
| Einstein Noah Restaurant Group Inc. | President, CEO and Chairman | Not disclosed | National operator/franchisor; prior to Houlihan’s |
| Bennigan’s Restaurants | President | Not disclosed | Multi‑unit casual dining operator |
| Einstein Bros. & Boston Market franchises | Owner/Operator | Not disclosed | Franchise operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FairWave Holdings Specialty Coffee Collective (private) | Executive Chairman | Current | Privately held company |
Board Governance
- Board class/term: Class I director; current term expires at the 2026 Annual Meeting.
- Committee assignments: Audit Committee member; Compensation Committee member and Chair. Not on Nominating & Corporate Governance Committee.
- Independence: Board determined Hartnett is independent under Nasdaq rules (including heightened committee independence).
- Attendance/engagement: Board met 8 times in 2024; each director attended 100% of Board and applicable committee meetings. Executive sessions of independent directors are held at each regular meeting.
- Board leadership: Roles of Chairman (Jeff Jones, independent) and CEO are separated.
Fixed Compensation (Director)
| Component (FY2024) | Amount (USD) | Detail |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Standard non‑employee director cash retainer |
| Committee service retainers (cash) | $15,000 Audit; $10,000 Compensation | Standard committee retainers |
| Committee chair retainer (cash) | $10,000 (Compensation Committee Chair) | Additional for chair duties |
| Fees earned or paid in cash (reported) | $85,000 | Includes Audit ($15k), Compensation ($10k), Compensation Chair ($10k), and partial year N&CG service |
| Equity (annual RSUs, fully vested at grant) | $58,108 (grant-date FV) | RSUs granted using fixed-value approach; immediate vesting |
| Total director compensation (reported) | $143,108 | Sum of cash fees and stock awards |
Notes:
- Director equity structure: Annual RSUs based on fixed intended value ($90,000 for directors; $135,000 for Chairman) using a notional $3.33 price to manage share usage; RSUs vest immediately upon grant.
Performance Compensation (Director)
- No performance-conditioned director pay disclosed; annual director equity is time-based RSUs with immediate vesting (no performance metrics).
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Notes |
|---|---|---|
| Noodles & Company | Director; Compensation Committee Chair | Committee also includes Thomas Lynch (independent director affiliated with Mill Road Capital, the largest stockholder with 15.3% ownership). Mill Road has board designation rights ≥10% ownership. Board determined Lynch independent. Potential perceived influence given designation rights. |
| Noodles & Company | Board | Britain Peakes (appointed via Support Agreement with Hoak & Co.; Hoak owned ≥9% during relevant period). Peakes serves on Audit Committee. |
No current public company directorships for Hartnett were disclosed in the proxy.
Expertise & Qualifications
- 40+ years in restaurant operations, franchising, and brand development across casual and fast‑casual concepts (Houlihan’s, Einstein Noah, Bennigan’s; franchise operations).
- Financial/operational oversight experience suitable for Audit and Compensation Committee service; BA in Accounting (Lamar University).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Robert Hartnett | 184,085 | <1% (indicated by asterisk) |
Additional alignment policies:
- Director stock ownership guideline: 5x annual cash retainer; retention requirement to hold 50% of net shares until compliance.
- Anti‑hedging/anti‑pledging: Hedging and pledging of Company stock prohibited for directors.
Governance Assessment
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Strengths
- Independent director with deep sector operating experience; chairs Compensation Committee and serves on Audit, aligning skills with oversight needs.
- Strong engagement: 100% attendance; independent director executive sessions each regular meeting; separated Chair/CEO roles with an independent Chairman.
- Shareholder alignment mechanisms: Director ownership guidelines (5x retainer) and prohibition on hedging/pledging.
- Compensation Committee uses independent consultant (FW Cook); independence assessed with no conflicts found.
- Shareholder support: Say‑on‑pay approval 97% in 2024, indicating positive sentiment toward compensation practices overseen by the committee.
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Potential Risks / Watch Items
- Investor‑affiliated designees: Mill Road Capital (largest holder) retains board designation rights and its affiliate (Thomas Lynch) sits on the Compensation Committee chaired by Hartnett; Hoak & Co. gained a board seat via Support Agreement. While the Board determined independence, the presence of shareholder designees on key committees can raise perceived influence concerns.
- Director equity vests immediately (annual RSUs), which offers alignment but less retention effect than multi‑year vesting; however, immediate vesting is disclosed as part of the program design.
-
Related‑party/Conflicts
- No related‑party transactions involving Hartnett were disclosed; related‑party transactions (Mill Road private placement; Hoak Support Agreement) are governed by Audit Committee review procedures.
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Compensation Committee Analysis
- 2024 Compensation Committee members: Mary Egan, Robert Hartnett (Chair), Jeff Jones, Thomas Lynch, Elisa Schreiber; all independent; no interlocks or insider participation noted.
- Committee remit covers CEO and executive pay decisions, plans administration, risk assessment of compensation programs, and shareholder engagement on executive compensation.
- Independent consultant FW Cook engaged; independence confirmed; peer group benchmarking practices and program governance detailed in CD&A.