Shawn Taylor
About Shawn Taylor
Independent director at Noodles & Company since December 2020; age 65; Class II director with current term expiring at the 2027 Annual Meeting. Background spans restaurant franchising/operations, finance and auditing; B.S. in Accounting (with distinction) from Purdue University (1982). Core credentials include leadership of multi-unit franchise systems (Taco Bell, Zaxby’s), CFO experience, and committee work at large non-profits and a major public university.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Family EATS L.P. (Taco Bell franchisee – Houston) | Founder, GP, President & CEO | 1996–2007 | Elected to national FRANMAC board; built/operated 33 Taco Bell locations; sold in 2007 |
| Zaxby’s Houston, LLC (franchisee) | President & Operating Partner | 2013–2019 | Elected to Zaxby’s advisory committee; sold franchise operations in 2019 |
| Maverick Distributing Co. | Chief Financial Officer | Until 2021 | Privately held beverage distributor |
| Houston Baseball Partners, LLC / Houston Astros | Investor; Special Advisor to Chairman | Investor 2011–2017; Advisor 2017–2021 | Part of group that acquired the Astros; remained advisor through 2021 |
| Arthur Andersen & Co., LLP | Senior Staff Auditor | Early career | Audit foundation underpinning financial literacy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TAS Advisory LLC | President & CEO | Since March 2020 | Strategic consulting leadership |
| Memorial Hermann Foundation | Director | Current | Prior roles at Memorial Hermann Healthcare System Finance & Audit and Marketing Committees |
| Purdue University Board of Trustees | Trustee (Chair, Finance Committee; Member, Compensation & HR Committee) | Appointed July 2022 | Financial oversight and comp governance leadership at a major public university |
Board Governance
- Committee assignments: Audit Committee (member); Nominating & Corporate Governance Committee (member). No chair roles.
- Independence: Board determined Taylor “independent” under Nasdaq rules (including heightened criteria for Audit Committee).
- Attendance and engagement: In 2024, Board met 8 times; each director attended 100% of aggregate Board and committee meetings during their service period. Audit met 7 times; Nominating & Governance met 4 times.
- Executive sessions: Independent directors hold executive sessions at each regularly scheduled Board meeting, chaired by the Chairman.
- Term and classification: Class II director; director since 2020; term expires 2027.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $50,000 | Retainer-only cash model; no per-meeting fees |
| Audit Committee member retainer | $15,000 | Additional for membership; +$10,000 if Chair (not applicable) |
| Nominating & Governance member retainer | $10,000 | Additional for membership; +$10,000 if Chair (not applicable) |
| 2024 Cash fees paid (Taylor) | $75,000 | Sum consistent with Board + Audit member + N&G member |
| Equity retainer (RSUs; fully vested on grant) | $58,108 grant-date fair value (2024) | Directors’ RSUs granted at fixed value method; immediate vesting “to avoid entrenchment” |
| Total 2024 Director Compensation (Taylor) | $133,108 | Cash $75,000; Stock awards $58,108 |
Notes:
- 2024 director RSU grant methodology used a $90,000 intended value (Chairman $135,000) divided by a notional $3.33 vs. actual $2.15 close on May 15, 2024; this reduced grant-date fair value versus intended target. RSUs fully vested upon grant.
Performance Compensation (Director)
| Award Type | Performance Metric | Vesting/Condition | 2024 Value (Taylor) |
|---|---|---|---|
| RSUs (annual director grant) | None (no performance conditions) | Fully vested upon grant (May 15, 2024 methodology) | $58,108 grant-date fair value |
- No performance-based metrics are used for non-employee director equity; structure favors alignment via equity ownership with immediate vesting and robust ownership guidelines.
Other Directorships & Interlocks
- Current public company boards: None disclosed for Taylor.
- Non-profit/academic boards: Memorial Hermann Foundation (Director); Purdue University Board of Trustees (Chair – Finance; Member – Compensation & HR).
- Compensation Committee interlocks: Company states none; Taylor is not on NDLS Compensation Committee.
Expertise & Qualifications
- Financial literacy: Audit Committee member; background includes public accounting (Arthur Andersen) and CFO role, meeting Nasdaq financial literacy standards.
- Industry: Decades in restaurant franchising/operations (Taco Bell, Zaxby’s), multi-unit development, advisory roles.
- Governance: Service on healthcare system committees; leadership on Purdue finance and compensation committees; NDLS Nominating & Governance Committee member.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Shawn Taylor | 85,078 | <1% | Consists of shares in an account over which he shares voting and dispositive power; 45,903,948 shares outstanding at 3/19/2025 |
Additional alignment policies:
- Stock ownership guidelines: Non-employee directors required to hold equity equal to 5x annual cash retainer; retention requirements apply until threshold met.
- Anti-hedging/anti-pledging: Directors prohibited from hedging or pledging company stock.
- Section 16(a) compliance: Company reports all required insider ownership filings were timely in 2024.
Related Party / Conflicts Review
- Company-disclosed related party transactions in 2024–2025 involve Mill Road Capital and Hoak & Co.; no transactions involving Shawn Taylor were disclosed.
- Audit Committee oversees related party transaction review/approval per policy.
- No pledging or hedging permitted; no disclosure of any pledges by Taylor.
Governance Assessment
-
Strengths:
- Independent director with deep restaurant operating and franchising experience; active on Audit and Nominating & Governance, supporting board oversight depth. Attendance was 100% in 2024, indicating strong engagement.
- Alignment mechanisms include meaningful director stock ownership requirements (5x cash retainer) and prohibitions on hedging/pledging.
- No disclosed related-party transactions or Section 16(a) delinquencies involving Taylor.
-
Watch items:
- Director equity grants are fully vested upon grant (no performance conditions). While aligned via ownership guidelines, this structure relies on retention/holding policies rather than performance-based vesting for directors.
- External time commitments include leadership roles at Purdue and Memorial Hermann Foundation; company policy requires notification/review of outside directorships to manage conflicts. No issues disclosed.
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RED FLAGS: None disclosed specific to Taylor (no related-party dealings, no hedging/pledging, no attendance concerns).