Noah Glass
About Noah Glass
Noah H. Glass is Founder, Chief Executive Officer, and Director of Olo, serving on the board since 2005; he is 43 years old and holds a B.A. in Political Science (International Relations) from Yale University . Under his leadership, Olo’s total revenue was $284.9 million in 2024 vs. $228.3 million in 2023, and non-GAAP operating income was $32.9 million in 2024 vs. $18.3 million in 2023, reflecting strong growth and improved profitability; equity incentives are increasingly tied to relative TSR and stock-price hurdles to align pay with performance . Glass’s compensation structure emphasizes variable equity (PSUs) linked to relative TSR vs. the Russell 2000 and stock-price hurdles through 2026, strengthening alignment with shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Endeavor Global Inc. | International Expansion Manager | Pre-2005 | Launched Endeavor’s first African affiliate; early experience scaling entrepreneurial ecosystems |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Portillo’s Inc. (NASDAQ: PTLO) | Director | Since 2017 | Industry insight and customer relationship; Portillo’s is an Olo customer |
| Share Our Strength | Director | Not disclosed | Non-profit governance focused on ending childhood hunger; enhances Olo’s ESG profile |
| Culinary Institute of America | Board of Trustees | Not disclosed | Advisory role to leading culinary college; deepens restaurant ecosystem ties |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 500,000 | 500,000 |
| All Other Compensation ($) | 22,689 | 13,440 | 17,018 |
| Notes | — | CEO target bonus increased to 100% of salary in 2023 | Target bonus maintained at 100% of salary in 2024 |
Performance Compensation
Annual Cash Bonus Plan (2024)
| Performance Metric | Weighting | Threshold | Target | Maximum | Actual Achievement | Weighted Payout Level |
|---|---|---|---|---|---|---|
| Non-GAAP Total Gross Profit ($M) | 50% | 162.8 | 177.0 | 192.1 | 174.7 | 93.7% |
| Gross Revenue ($M) | 25% | 271.1 | 300.0 | 360.0 | 284.9 | 78.7% |
| Non-GAAP Operating Income ($M) | 25% | 23.0 | 30.4 | 36.5 | 32.9 | 108.5% |
| Resulting Bonus Payout (NEOs except CRO) | — | — | — | — | — | 93.7% |
| CEO Bonus Detail (2024) | Value |
|---|---|
| Target ($) | 500,000 |
| Payout % | 93.7% |
| Actual Bonus Paid ($) | 468,368 |
Equity Awards and Vesting (CEO)
| Award Type | Grant Date | Shares/Units | Terms | Vesting |
|---|---|---|---|---|
| PSUs – Relative TSR vs Russell 2000 | 3/1/2024 | 930,889 target | 0–200% payout based on relative TSR over 3-year performance period (1/1/2024–12/31/2026) | Cliff at end of performance period; change-in-control truncates period and uses deal price |
| PSUs – Stock Price Hurdles | 3/1/2024 | 204,796 unearned outstanding as of 12/31/2024 | 1/3 vests at $12 (2024), $18.50 (2025), $25 (2026); catch-up if later hurdles achieved; 2024 hurdle not met | Through 12/31/2026 subject to hurdle achievement; change-in-control truncates |
| Equity Grant Fair Value (2024 Total PSUs) | 3/1/2024 | $8,525,359 | Grant-date fair value under ASC 718 | |
| RSUs | — | — | CEO did not receive 2024 RSUs (PSUs only) | — |
Outstanding Awards (CEO) – Potential Overhang and Timing
| Instrument | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| Stock Option | 1/12/2016 | 7,356,937 | — | 1.67 | 1/11/2026 |
| Stock Option | 1/21/2020 | 415,871 | — | 2.74 | 1/20/2030 |
| Stock Option | 2/1/2021 | 878,900 | 18,700 | 9.72 | 1/31/2031 |
| Stock Option | 1/19/2022 | 218,235 | 81,060 | 15.75 | 1/19/2032 |
| RSU | 1/19/2022 | 37,412 unvested at 12/31/2024 | — | — | Quarterly vesting over 4 years |
| RSU | 2/24/2023 | 92,707 unvested at 12/31/2024 | — | — | Quarterly vesting over 4 years |
Equity Ownership & Alignment
| Ownership Metric | Detail |
|---|---|
| Class A Shares (direct) | 151,093 |
| Class B Shares (direct) | 1,118,400 |
| Options exercisable within 60 days (Class A) | 249,412 |
| Options exercisable within 60 days (Class B) | 8,670,408 |
| Class B Shares held by Glass Family Trust | 3,604,595 (spouse trustee) |
| Total beneficial ownership disclosed | 400,505 Class A; 13,393,403 Class B |
| % of total voting power | 19.0% |
| Pledging/Hedging | Prohibited for employees and directors (no pledging, hedging, short selling, derivatives) |
Note: Company-wide equity overhang at 12/31/2024 was 29,274,924 securities to be issued upon exercise/settlement; remaining available for future issuance was 35,746,798; 2021 Plan and ESPP auto-increased shares on 1/1/2025 (not reflected in the table) .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Employment Agreement | Effective 1/1/2021; initial base salary $443,000; initial target bonus 80% of salary |
| Current Target Bonus | 100% of base salary (set in 2023 and maintained in 2024) |
| Severance (no change-in-control) | 12 months base salary; prorated target bonus; up to 12 months COBRA premiums |
| Change-in-Control (double trigger) | Lump sum 18 months base salary; prorated target bonus; up to 18 months COBRA; full acceleration of time-based equity; PSUs treated per award (performance period truncated to day prior to close; price set by deal) |
| Clawback (Recovery Policy) | Adopted 11/27/2023 (effective 10/1/2023); recovers incentive compensation upon restatement or misconduct |
| Tax Gross-Ups | None for change-in-control; best-net cutback or full-pay approach under 280G/4999 |
Compensation Structure Analysis
- Equity tilt and performance linkage: 2024 added two PSU designs (relative TSR vs Russell 2000; stock-price hurdles), with no 2024 stock-price tranche vesting, reinforcing performance sensitivity; 2025 simplifies PSUs to relative TSR vs a defined peer group over three years .
- Bonus metrics tightened: 2024 bonus funding used balanced metrics (50% non-GAAP total gross profit, 25% NGOI, 25% gross revenue) yielding a 93.7% payout vs. 103.86% in 2023 under revenue/NGOI metrics .
- Peer group oversight: Compensation peer groups updated to maintain median positioning and relevance to enterprise SaaS/e-commerce/payments peers; independent consultants engaged (Compensia in 2024; Aon for 2025 planning) .
Related Party Transactions and Governance
- Customer relationships: Portillo’s (board seat) generated ~$712,000 of revenue for Olo in 2024; audit committee concluded transactions were arm’s length and fair .
- Governance safeguards: Independent chair, majority independent board, prohibitions on pledging/hedging, board oversight of risk and cybersecurity, and comprehensive indemnification policies .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: Over 97% support at the 2024 annual meeting, indicating strong shareholder endorsement of executive pay design; the committee maintained a consistent structure for 2024 reflecting that feedback .
Investment Implications
- Alignment: High voting power (19%) and PSU-heavy grants tied to relative TSR and stock-price hurdles enhance long-term alignment; pledging/hedging bans reduce misalignment risk .
- Retention vs. overhang: Large in-the-money option stack, particularly 2016 grants expiring in 2026, and multi-year PSUs through 2026 create both retention hooks and potential future supply; monitor vesting/hurdle attainment and option expiry cadence for possible trading pressure windows .
- Performance sensitivity: Bonus and PSUs tethered to profitability and TSR should translate improved execution into compensation outcomes; 2024 bonus paid below target (93.7%), and no 2024 stock-price PSU vesting underscores discipline and performance linkage .