Steve Kennedy
About Steve Kennedy
Steve Kennedy is Executive Vice President, Marketing at Noodles & Company, serving since November 2024; he is 47 and holds an MBA from Eastern Michigan University and a BA in Communication and Media Studies from the University of Michigan . He brings 25+ years of marketing leadership, including roles at Bounteous, Nestlé USA, Domino’s Pizza (digital transformation contributor), General Motors, Borders Books, and Campbell‑Ewald . Company performance context during his tenure: in fiscal 2024, system‑wide comparable sales declined 1.5% (company‑owned −1.8%, franchise −0.2%), and Adjusted EBITDA was $23.6M versus a $33.0M threshold and $46.4M target for the annual bonus plan . The SEC “Pay vs Performance” table shows TSR and net income trends: TSR 99.82 (2022), 34.73 (2023), 6.38 (2024), and GAAP net income of $(3.3)M (2022), $(9.9)M (2023), $(36.2)M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bounteous | Vice President, Growth & Strategy | Not disclosed | Digital marketing and transformation leadership |
| Nestlé USA | Vice President, Marketing | Not disclosed | Led media, digital, creative, brand strategy, design, and consumer engagement across COEs |
| Domino’s Pizza | Marketing leadership (nearly 10 years) | ~10 years | Key contributor to industry‑leading digital transformation |
| General Motors | Marketing/Insights leadership | Not disclosed | Consumer insights and marketing leadership |
| Borders Books | Marketing/Insights leadership | Not disclosed | Brand and consumer engagement roles |
| Campbell‑Ewald | Marketing/Insights leadership | Not disclosed | Agency‑side marketing expertise |
Fixed Compensation
- No Steve Kennedy‑specific base salary, target bonus, or actual bonus paid are disclosed in the 2025 proxy’s NEO tables (he was not a 2024 Named Executive Officer) .
- Company program context: NEO 2024 target bonuses ranged from 50% to 100% of base; actual 2024 bonus payout was 20% of target (only Menu Innovation achieved 80%; EBITDA and SSS below threshold) .
Performance Compensation
Company incentive framework (context for executive officers):
| Metric | Threshold | Target | Maximum | Actual | Unweighted % of Target Earned |
|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | $33.0 | $46.4 | $55.2 | $23.6 | 0% |
| Same Store Sales Growth (%) | 2.0% | 4.0% | 6.0% | (1.9)% | 0% |
| Menu Innovation (milestones) | n/a | Milestones | n/a | Committee: 80% | 80% |
| Resulting 2024 bonus | 20% of target |
Long‑term incentives (context, 2024 grants to NEOs other than CEO):
| Performance Level | Highest VWAP Goals | PSU Payout (% of Target) |
|---|---|---|
| Maximum | ≥$8.50 | 150% |
| Target | $6.50 | 100% |
| Threshold | $4.50 | 50% |
| Below Threshold | <$4.50 | 0% |
- 2022–2024 PSUs paid 0% due to below‑threshold performance on SSS CAGR (0.7% vs 4.0% threshold), cumulative Adjusted EBITDA ($85.8M vs $155.4M threshold), and Relative TSR (<25th percentile threshold) .
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Beneficial ownership (Steve Kennedy) | Not disclosed; security ownership table lists NEOs and directors only, and does not include Kennedy . |
| Hedging/derivatives | Prohibited for directors, officers, and employees under the Insider Trading Policy (includes puts/calls and hedging transactions) . |
| Pledging as collateral | Prohibited for directors, officers, and employees under the Insider Trading Policy . |
| Stock ownership guidelines | Apply to NEOs and directors (CEO: 5× salary; other NEOs: 2× salary); guidelines require 50% retention of shares until met; Kennedy not identified as an NEO in 2024 disclosures . |
| Clawback | Dodd‑Frank compliant recoupment for restatements plus discretionary clawback for materially inaccurate performance calculations and misconduct . |
Note: We attempted to fetch Form 4 insider transactions for Steve Kennedy using the insider‑trades skill, but the data source returned 401 Unauthorized; revisit when access is restored (tool use documented) [ReadFile insider-trades SKILL.md] (fetch failure).
Employment Terms
- No individual employment agreement or severance/change‑of‑control terms are disclosed for Steve Kennedy in the 2025 proxy .
- Company policy context applicable to executive officers: anti‑hedging/anti‑pledging, confidentiality, and robust clawback programs . NEO agreements feature non‑compete and severance constructs (CEO: 18–24 months’ salary plus benefits; CFO: 12 months; other additional executives: 9 months; each with pro‑rata bonus provisions and COBRA cash payments; double‑trigger for CIC), highlighting market‑standard retention protections; these are disclosed as examples, not necessarily applicable to Kennedy .
Performance & Track Record
- Marketing leadership track record: Kennedy “played a key role” in Domino’s industry‑leading digital transformation, underscoring depth in digital growth and consumer engagement .
- Company TSR and GAAP Net Income (context):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Shareholder Return (index) | 99.82 | 34.73 | 6.38 |
| Net Income (Loss) ($M) | $(3.3) | $(9.9) | $(36.2) |
- 2024 operational backdrop: comp sales −1.5% and below‑threshold EBITDA under the annual bonus plan; menu overhaul initiated late 2024/1H25 to drive traffic and profitability .
Compensation Structure Analysis
- Equity‑heavy, pay‑for‑performance design: PSUs ≥60% of ongoing LTI value for NEOs; CEO at 66.7% PSUs; PSUs tied to ambitious stock price VWAP goals; prior 2022–2024 PSUs paid 0%—evidence of program rigor .
- Governance features: no single‑trigger severance or vesting on CIC, no excise tax gross‑ups, robust clawback, anti‑hedging/anti‑pledging—shareholder‑friendly .
- Say‑on‑pay support: 97% approval at the 2024 annual meeting; Committee made no program changes based on vote outcome .
Say‑On‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 97%; ongoing investor outreach on compensation, governance, and sustainability with feedback shared to Board and Committees .
Investment Implications
- Alignment and risk: Company‑wide prohibitions on hedging/pledging and a robust clawback reduce misalignment and hedging/pledging risk for officers including Kennedy . Strong pay‑for‑performance design (PSUs tied to stock price VWAP and zero payout for underperformance) limits windfalls and may curb selling pressure from under‑earned awards .
- Retention and disclosure: As a recent appointee (Nov 2024), Kennedy’s individual compensation, award sizes, and severance/CIC terms are not disclosed, increasing opacity for pay‑for‑performance and retention analysis specific to him; monitor future proxies and Form 4s for award timing/size, vesting, and sales .
- Company performance linkage: 2024 below‑threshold EBITDA and negative comps led to minimal annual bonus payouts and 0% for 2022–2024 PSUs, evidencing payout sensitivity to fundamentals—positive for governance but a headwind to realized comp; marketing execution on menu overhaul and catering (Kennedy’s remit) is a lever to reverse comps and support future PSU vesting .
- Actionable monitoring: Track upcoming filings for any compensatory 8‑Ks/RSU/PSU grants to Kennedy, insider transactions, and 2025–2026 plan metrics (SSS, EBITDA, VWAP PSUs) as potential trading signals; we attempted insider Form 4 retrieval but encountered access error—recheck once resolved (see note above) [ReadFile insider-trades SKILL.md].