Thomas Lynch
About Thomas Lynch
Thomas Lynch, 65, is a Class III independent director of Noodles & Company, serving since May 2023; he previously served on the board from March 2017 to July 2019 and the proxy also notes he re-joined the Board in 2024 . He is Senior Managing Director and Founder of Mill Road Capital Management LLC, which is the Company’s largest stockholder; he began his investing career at Blackstone and has served on more than fifteen boards, including Panera Bread Company . Lynch holds a B.A. in Political Economy & Philosophy from Williams College, a Master of Philosophy from Oxford University, and an MBA from Stanford University . He is nominated for a term expiring at the 2028 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Noodles & Company | Director (prior service) | Mar 2017–Jul 2019 | Board member during prior term |
| Blackstone | Investor (career start) | Not disclosed | Early investing career foundation |
| Mill Road Capital Management LLC | Founder, Senior Managing Director | Founded 2004 | Leads firm; largest NDLS stockholder, designation rights for a board nominee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mother’s Market and Kitchen | Chairman | Not disclosed | Regional supermarket chain |
| Skullcandy Inc. | Chairman | Not disclosed | Lifestyle audio brand |
| Panera Bread Company | Director (past) | Not disclosed | Public company directorship (historical) |
| Various not-for-profits | Board member | Not disclosed | Education and performing arts |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member; both committees designate him as an independent, non-employee director .
- Committee chair roles: None; current committee chairs are Hartnett (Compensation), Egan (Nominating & Corporate Governance), Jones (Audit) .
- Independence status: Listed as independent in committee compositions and as non-employee .
- Attendance and engagement: Board met eight times in 2024; Lynch attended 100% of Board and committee meetings during his service period; independent directors hold executive sessions at each regularly scheduled Board meeting .
- Board structure: Eight members across three staggered classes; Lynch is a Class III nominee for a term through 2028 .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Detail |
|---|---|---|
| Board cash retainer | $50,000 | Annual board retainer for non-executive directors |
| Committee service cash retainers | $20,000 | $10,000 Compensation Committee; $10,000 Nominating & Corporate Governance Committee (footnote (4)) |
| Total fees earned or paid in cash | $70,000 | Per director compensation table |
| Equity awards (RSUs) | $58,108 (ASC 718 FV) | Annual grant (fully vested upon grant); fair value computed under FASB ASC 718 |
| Total director compensation | $128,108 | Sum of cash and equity award value |
| Payment direction | Fees and stock awards payable to Lynch were transferred directly to Mill Road Capital at his request | Governance-related payment arrangement |
Additional program parameters:
- Committee retainer schedule (FY2024): Audit $15,000 service / $10,000 chair; Compensation $10,000 service / $10,000 chair; Nominating & Governance $10,000 service / $10,000 chair .
- Board retainer: $50,000 (Chairman $100,000) .
Performance Compensation
| Equity Grant Mechanics (FY2024) | Value/Term | Notes |
|---|---|---|
| Intended RSU grant value | $90,000 (Chairman $135,000) | Fixed-value methodology for non-employee directors |
| Notional stock price used | $3.33 | Chosen to manage share usage, above the closing price on grant date |
| Closing stock price on grant date | $2.15 (May 15, 2024) | Drove ASC 718 fair value ($58,108 for Lynch) |
| Vesting | Fully vested upon grant | Aligns with retainer-equity program; no performance conditions |
| Meeting fees | None; retainer-only cash structure | Expected as part of board service; best-practice design |
| Performance metrics tied to director pay | None disclosed | Director equity is not performance-conditioned |
Other Directorships & Interlocks
| Entity | Nature of Relationship | Rights/Notes |
|---|---|---|
| Mill Road Capital (affiliates) | Largest NDLS stockholder | 7,044,273 shares (15.3%); right to designate one board nominee while holding ≥10% ownership; registration rights under 2017 securities purchase agreement |
| Hoak & Co. (and affiliates) | Significant holder with Support Agreement | Company appointed Britain Peakes as Class III director; standstill and voting commitments; ownership was not less than 9% during relevant period |
- Compensation Committee interlocks: None of the current members (including Lynch) is or has been an officer/employee; no cross-board compensation interlocks with other entities; Madsen resigned from the Committee upon appointment as Interim CEO .
Expertise & Qualifications
- Founder/operator-investor with small-cap public company focus; extensive board experience (>15 boards) spanning public, private, and non-profit organizations; restaurant operations and finance expertise; prior service on NDLS board .
- Academic credentials: Williams College (B.A.), Oxford (M.Phil.), Stanford (MBA) .
- Committee service evidences governance engagement (Compensation; Nominating & Corporate Governance) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Thomas Lynch (individual line in directors table) | — | — | No personal beneficial ownership reported in table; fees and stock awards directed to Mill Road Capital |
| Thomas Lynch (per footnote, voting/dispositive power) | Sole voting/dispositive: 78,982; Shared voting/dispositive: 7,017,246 | Not quantified as %; disclaims beneficial ownership | Position via roles at Mill Road Capital II/III GP; disclaimer of beneficial ownership |
| Entities affiliated with Mill Road Capital | 7,044,273 | 15.3% | Largest stockholder; GP entities have sole voting/dispositive power over Fund II and III shares |
| Shares outstanding (reference base) | 45,903,948 | — | Class A common stock outstanding as of March 19, 2025 |
Ownership alignment policies:
- Stock ownership guidelines: Non-employee directors must hold five times annual cash retainer; ongoing retention of 50% of shares received until compliance; unvested RSUs/PSUs and unexercised options do not count toward the requirement .
- Anti-hedging and anti-pledging: Company maintains anti-hedging/anti-pledging policies; insider trading policy prohibits hedging, short sales, and trading in puts/calls .
Governance Assessment
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Board effectiveness and engagement appear strong: Lynch serves on two key committees (Compensation; Nominating & Corporate Governance), with 100% meeting attendance and regular executive sessions of independent directors at each scheduled Board meeting .
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Pay structure aligns with best practices: Retainer-only cash, meaningful full-value equity grants, no meeting fees, independent advisor (FW Cook), and share ownership requirements for directors (5x cash retainer) .
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Risk oversight: Compensation Committee’s 2024 risk review concluded compensation policies are not reasonably likely to cause material adverse effects, citing caps, multi-metric incentives, equity vesting, ownership guidelines, and anti-hedging/pledging policies .
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RED FLAGS / Potential conflicts:
- Mill Road Capital designation rights and largest holder status create potential influence and perceived conflict; Lynch’s compensation (fees and stock awards) directed to Mill Road at his request; Lynch has voting/dispositive power over substantial NDLS shares via Mill Road but disclaims beneficial ownership .
- Insurance protections: Lynch may be entitled to protections under insurance policies maintained by Mill Road Capital, indicating additional external indemnification arrangements to note in conflict reviews .
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Net takeaway: Lynch brings deep investor-operator experience in restaurants and small-cap governance, with strong attendance and committee engagement. However, Mill Road’s ownership and director designation rights, coupled with compensation directed to Mill Road, warrant ongoing monitoring for conflicts, independence perceptions, and alignment with broader shareholder interests .