Scott Davis
About Scott Davis
Scott Davis, age 61, has served as Chief Concept Officer (CCO) of Noodles & Company (NDLS) since June 2024, bringing three decades of menu innovation and brand development experience (notably at Panera Bread) to lead NDLS’s concept, culinary, and product strategy . Company context during his early tenure: 2024 system‑wide comparable sales declined 1.5% (company-owned −1.8%, franchise −0.2%), while 2023 Adjusted EBITDA rose 11.3% to $33.0M despite a 1.2% revenue decline—highlighting a profitability focus amid soft traffic; 2022–2024 PSUs paid 0% (below‑threshold SSS, EBITDA, and Relative TSR), underscoring strict pay-for-performance alignment at the company level .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CoreLife Eatery | Chief Concept Officer, President, Partner | 2014–Jun 2024 | Led concept and growth for a health-focused fast casual brand |
| Au Bon Pain → St. Louis Bread Co. (Panera) | Store/District Mgmt; Special Projects; Director of Customer Experience | 1987–1999 (key milestones 1993, 1995) | Helped craft Panera’s strategic plan; guided transformation of St. Louis Bread Co. into Panera Bread |
| Panera Bread | SVP, Chief Concept Officer | 2001–2010 | Drove menu/concept innovation during Panera’s scale-up phase |
| Panera Bread | EVP, Chief Concept & Innovation Officer | 2010 onward (biography cites role evolution) | Expanded innovation remit across concept and product pipeline |
External Roles
- None disclosed in NDLS filings for Scott Davis .
Fixed Compensation
| Item | Scott Davis |
|---|---|
| Base salary | Not disclosed (Scott Davis is not listed among 2024 NEOs) |
| Target bonus % | Not disclosed |
| Actual bonus paid (latest year) | Not disclosed |
| Other cash (allowances/perqs) | Not disclosed for Scott; company describes standard exec benefits/perquisites in aggregate |
Note: NDLS discloses detailed compensation for Named Executive Officers (NEOs). Scott Davis (CCO) was not a 2024 NEO; thus, individual cash compensation is not reported in the proxy .
Performance Compensation
- Company’s 2024 NEO annual bonus design: Adjusted EBITDA (50%), Same-Store Sales growth (25%), Menu Innovation (25%). Results: EBITDA and SSS below threshold (0% payout on those components); Menu Innovation achieved 80% of target. Aggregate NEO bonus payouts equaled 20% of target. Scott Davis’s participation/targets were not disclosed .
| Metric (Company 2024 NEO Plan) | Weight | Threshold | Target | Max | Actual | Payout on Component |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 50% | 33.0 | 46.4 | 55.2 | 23.6 | 0% |
| Same-Store Sales Growth | 25% | 2.0% | 4.0% | 6.0% | −1.9% | 0% |
| Menu Innovation | 25% | n/a | Milestones | n/a | 80% of target | 80% of component |
| Resulting bonus payout (NEOs) | — | — | — | — | — | 20% of target |
Long-term incentives (company design evolution):
- 2024: Shifted to stock‑price PSUs (VWAP hurdles) plus RSUs; CEO PSU thresholds: $5/$7.50/$10 VWAP for 45 days over 3 years; other NEOs: $4.50/$6.50/$8.50. 2022–2024 PSUs paid 0% (below‑threshold SSS, cumulative Adjusted EBITDA, and Relative TSR) .
| LTI Feature | 2024 Design Highlights |
|---|---|
| Vehicle mix | PSUs (60% other NEOs; 66.7% CEO), RSUs (balance); CCO (Scott) not disclosed |
| PSU metrics | Stock price VWAP over 45 consecutive trading days during 3-year period (company’s shift from 3-yr relative TSR/financial PSUs) |
| Prior cycle outcome | 2022–2024 PSUs paid 0% (SSS CAGR 0.7% vs 4–7.3% range; cumulative Adj. EBITDA $85.8M vs $155.4–$199.7M; Relative TSR <25th percentile) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | Scott Davis not individually listed among beneficial owners table (as of Mar 19, 2025) . |
| Ownership % | Not disclosed for Scott Davis . |
| Shares pledged | Company prohibits pledging by directors, officers, and team members . |
| Hedging | Hedging transactions prohibited for directors, officers, and team members . |
| Stock ownership guidelines | Apply to CEO (5x salary), NEOs (2x salary), and non‑employee directors (5x annual retainer); not stated for non‑NEO executives like Scott . |
| Clawback | Dodd‑Frank‑compliant clawback adopted Nov 8, 2023; discretionary recoupment policy also in place; covers “covered executives,” including NEOs (Scott is an executive officer; coverage for him is governed by the policy definitions) . |
Employment Terms
| Term | Scott Davis |
|---|---|
| Employment start date & role | Chief Concept Officer since June 2024 |
| Contract term / expiration | Not disclosed |
| Severance & CIC | Not disclosed for Scott; NDLS discloses agreements for certain executives (CEO, CFO, Kline, Lockhart) with salary+bonus multiples and COBRA; equity plans outline pro‑rata vesting on certain terminations and CIC treatment in general |
| Non‑compete / non‑solicit | Not disclosed for Scott; company uses such covenants in certain executive agreements and policies . |
| Anti‑hedge/pledge | Prohibited for directors, officers, team members . |
Investment Implications
- Incentive alignment and payout sensitivity: Company bonus and PSU outcomes indicate strict pay-for-performance calibration—2024 cash bonuses for NEOs paid at 20% of target and 2022–2024 PSUs paid 0%; this suggests limited windfall risk and high sensitivity to EBITDA/SSS/stock price—positive for alignment but increases retention risk for executives whose realized pay depends on turnaround execution. Scott Davis’s individual plan is not disclosed, but as CCO his incentives are likely tied indirectly to menu innovation and traffic recovery across the system .
- Selling pressure mitigants: Company-wide prohibitions on hedging and pledging reduce forced selling or adverse alignment dynamics; stock ownership rules apply to NEOs/directors, but no individual ownership data is disclosed for Scott—monitor future proxies and Form 4s to assess his “skin in the game” .
- Execution and value creation: His Panera tenure (concept and innovation leadership) aligns with NDLS’s 2024–2025 “comprehensive menu upgrade” effort; near-term comps were negative in 2024, but the strategy emphasizes menu transformation and profitability; success would be visible in SSS and EBITDA—key levers in future bonus/PSU payouts company‑wide .
- Retention risk: No disclosed individual severance/CIC terms for Scott; absence of reported equity ownership and newness to the role (since June 2024) warrant monitoring for retention awards or inducements and any subsequent insider ownership disclosures .
Sources: NDLS 2025 DEF 14A (executive officer bio, compensation programs, policies, ownership) ; NDLS 2024 DEF 14A (company performance) .