Adam Noyes
About Adam Noyes
Adam Noyes, 55, is President of Potbelly (appointed Oct 23, 2025) and previously served as SVP and Chief Operating Officer (COO) since January 2023, after joining as Chief Operations Officer in August 2020. He holds a B.S. in Business Administration from the University of Florida and an MBA from the University of South Florida . During the company’s 2024 performance year, Potbelly reported Adjusted EBITDA of $32.6M (+14.9% YoY), reignited unit growth with 23 openings, expanded digital mix to 40% in Q4, and lifted AWS to $25,120 . Pay-versus-performance disclosures show cumulative TSR index value of $215.56 in 2024 (vs. $215.56 in 2023 and $129.10 in 2022) and GAAP net income of $40.294M in 2024 vs. $5.119M in 2023 . Company revenues were $462.6M in FY2024 vs. $491.4M in FY2023; GAAP net income was $40.3M in FY2024 vs. $5.1M in FY2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Potbelly Corporation | President | 2025–Present | Elevated during acquisition integration to lead day-to-day brand performance and growth . |
| Potbelly Corporation | SVP, Chief Operating Officer | 2023–2025 | Led operations during period of EBITDA growth, new unit openings, and digital penetration gains . |
| Potbelly Corporation | Chief Operations Officer | 2020–2023 | Oversaw operations transformation post-2020 leadership transition . |
| Checkers & Rally’s | Chief Administrative Officer & EVP | 2016–2019 | Senior leadership role at major QSR platform . |
| Checkers & Rally’s | Various roles of increasing responsibility | 1991–2016 | Long-tenured operating leadership in QSR . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in company filings reviewed | — | — | No external directorships or public company boards mentioned in executive biography section of the proxy . |
Fixed Compensation
| Element | 2024 Detail | Post-Acquisition Terms (effective Oct 23, 2025) |
|---|---|---|
| Base Salary | $486,432 (FY2024 Summary Compensation Table) | $600,000 base salary |
| Target Annual Bonus | 65% of base salary (Support Center AIP) | $400,000 cash-based annual incentive target |
| Actual Annual Bonus (2024) | $176,590 (55% of target) | — |
| Long-Term Incentive Format | Equity: RSUs and PSUs under 2019 LTIP | Cash-based long-term incentive program, $450,000 annual target, generally 3-year performance periods |
| Benefits/Other | Standard executive benefit and reimbursement programs | Eligible to purchase non-voting common stock/membership interests of Parent and affiliates |
Performance Compensation
2024 Annual Incentive Plan (AIP) payout determination
| Metric | Weight | Threshold | Target | Stretch | Maximum | 2024 Actual | Achievement % | Payout % |
|---|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 60% | 28.8 | 32.1 | 34.6 | 37.3 | 31.865 | 92% | 58% |
| Same Store Sales | 20% | 1.5% | 5.5% | 6.2% | 7.5% | (0.3)% | 0% | 0% |
| New Shop Development | 20% | 30 | 42 | 45 | 49 | 23 | 0% | 0% |
| Overall bonus outcome | — | — | — | — | — | — | — | Paid at 55% of target for Noyes ($176,590) |
Note: Adjusted EBITDA used for AIP reflects a discretionary negative adjustment of $0.685M; unadjusted 2024 AEBITDA was $32.5M .
2024 Long-Term Incentive (RSUs/PSUs) and vesting
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting / Performance |
|---|---|---|---|---|
| RSU | 4/5/2024 | 20,930 | $224,998 | Vests in 3 equal annual installments starting 4/5/2025 |
| PSU | 4/5/2024 | Target 20,930 (50–200% payout) | $268,532 | Performance period 4/5/2024–4/5/2027; vests 4/5/2027 based on (i) 90-day VWAP vs Target Stock Price schedule and/or (ii) relative TSR vs Russell 3000 Travel & Leisure Index; threshold/target/150%/200% levels: $13.78/$16.77/$20.97/$29.95 and >40th/>55th/>75th/>90th percentiles, respectively . |
2025 LTIP design change: Committee revised PSU peer to Russell 3000 Restaurant Index and added an absolute TSR cap limiting upside if absolute TSR is negative over the period, to further align with shareholder interests .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 257,206 shares; includes 63,098 RSUs vesting within 60 days of March 26, 2025; <1% of class (30,172,225 shares outstanding) . |
| Unvested Equity at FY2024-end | Unvested units/values (select awards): 30,487 PSUs ($282,310); 15,243 RSUs ($141,150); 90,909 RSUs ($841,817; vest 1/3/2026); 31,172 PSUs ($288,653); 20,781 RSUs ($192,432); 20,930 PSUs ($193,812); 20,930 RSUs ($193,812). Values at $10.42 closing price on 12/27/2024 . |
| Hedging/Pledging | Company has an anti-hedging policy applicable to officers; insider trading policy restricts certain transactions. No specific pledging disclosure provided in proxy . |
| Stock Ownership Guidelines | Proxy highlights “robust director and executive stock ownership guidelines” (specific multiples for executives not detailed in proxy) . |
Change-in-control treatment (2019 LTIP): Double-trigger; unvested awards accelerate upon qualifying termination within 24 months post-CoC; options/warrants not-in-the-money receive no consideration .
Post-acquisition equity conversion (RaceTrac transaction):
- Vested RSUs cashed out at $17.12 per share; unvested RSUs and PSUs converted into cash-based awards with same vesting schedules and double-trigger acceleration on qualifying terminations post-close; options cashed out to the extent in-the-money .
Implication: near-term open-market selling pressure from vesting equity is reduced as equity became cash-settled awards with service/performance conditions .
Employment Terms
| Provision | Pre-Deal (Executive Employment Agreement dated Aug 28, 2020) | Post-Deal (Oct 23, 2025 8‑K) |
|---|---|---|
| Base salary & bonus target | Base salary; target annual cash incentive at 60% of salary (raised to 65% in 2023); eligible for annual equity grants . | Base salary $600,000; target annual cash incentive $400,000; cash-based LTIP $450,000; eligible to purchase non-voting equity in Parent/affiliates . |
| Severance (non‑CoC) | 12 months’ base salary + subsidized 12 months’ COBRA upon qualifying termination . | For one year after closing, entitled to severance compensation “to which he would have been entitled” under prior agreement; prior agreement otherwise terminated . |
| CoC economics (illustrative table if terminated following CoC) | Cash severance $493,960; COBRA $18,384; RSU acceleration $1,369,211; PSU acceleration $764,774; Total $2,646,329 (values at $10.42) . | RSUs/PSUs converted to cash awards with double-trigger acceleration; treatment governed by Merger Agreement and Substituted Award terms . |
| Clawback | Company clawback updated in Oct 2023 to comply with Rule 10D-1 and NASDAQ . |
Compensation Structure Analysis (context for pay-for-performance)
- Cash vs equity mix: 2024 stock awards fell to $493,530 from $1,125,933 in 2023; non-equity incentive fell to $176,590 from $566,423; salary rose to $486,432 from $465,193 .
- Annual plan rigor and outcome: Weighted heavily to Adjusted EBITDA (60%); SSS and new shop development both paid 0% in 2024; overall NEO bonus paid at 55% of target .
- LTIP metrics: Price/TSR-based PSUs tie outcomes to absolute/relative shareholder returns; 2025 adds absolute TSR cap to avoid paying for negative absolute returns .
Company Performance (context for incentive alignment)
Selected financials (GAAP)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | 491,409,000 | 462,598,000 |
| Net Income ($) | 5,119,000 | 40,294,000 |
| EBITDA ($) | 25,481,000* | 24,918,000* |
Values with an asterisk were retrieved from S&P Global.
Selected 2024 operating KPIs
| KPI | 2024 Result |
|---|---|
| Adjusted EBITDA | $32.6M (+14.9% YoY) |
| New shop openings | 23 |
| Franchise commitments added | 115 (open+committed total 727) |
| Average Weekly Sales (AWS) | $25,120 (+0.5%) |
| Digital sales mix (Q4) | 40% |
Pay vs Performance (company-wide disclosure)
| Year | Value of $100 Investment (TSR Index) | Net Income (GAAP) |
|---|---|---|
| 2022 | 129.10 | $4,345,000 |
| 2023 | 215.56 | $5,119,000 |
| 2024 | 215.56 | $40,294,000 |
Governance, Committees, Peer Group
- Compensation Committee members: David Near (Chair), David Head, Jill Sutton . Independent consultant FW Cook engaged in 2024; Aon was prior consultant .
- Peer group used for 2024 decisions spans Casual Dining, Fine Dining, Quick Casual, and QSR (e.g., BJ’s, First Watch, Red Robin, Wingstop, Shake Shack, Portillo’s, Dutch Bros, Jack in the Box, etc.) .
- 2019 LTIP features: double-trigger CoC vesting, no evergreen, no repricing without shareholder approval, 1-year minimum vesting (limited exceptions), no 280G excise tax gross-ups .
Equity Award Treatment in 2025 Acquisition (RaceTrac)
- Vested RSUs cashed at $17.12 per share; unvested RSUs/PSUs converted to cash-settled awards with original vesting schedules and double-trigger acceleration upon qualifying termination during a post-closing period; options cashed to the extent in-the-money .
- Noyes promoted to President; new comp aligns to cash-based incentives under private ownership, with optional investment in parent/affiliates .
Say-on-Pay & Shareholder Feedback
- 2025 proxy includes an advisory vote on 2024 NEO compensation; the Board recommends “FOR.” Specific historical approval percentages were not provided in the proxy .
Expertise & Qualifications
- Education: B.S. Business Administration (University of Florida); MBA (University of South Florida) .
- Domain expertise: Multi-decade QSR/restaurant operations leadership (Checkers & Rally’s; Potbelly COO/President) .
Employment Terms – Additional Notes
- Anti-hedging policy for officers and employees; insider trading policy restricts certain transactions .
- Company adopted a clawback policy compliant with SEC/NASDAQ (Oct 2023) .
Investment Implications
- Alignment and incentives: AIP weighting (60% Adjusted EBITDA) and PSU design focused on both absolute share price hurdles and relative TSR support alignment with shareholder value creation; 2025 addition of an absolute TSR cap is shareholder-friendly and reduces windfall risk .
- Retention vs. selling pressure: The merger’s conversion of equity to cash-settled awards with double-trigger vesting removes routine market-selling from equity vesting and ties liquidity to service/performance or termination scenarios, potentially stabilizing insider selling pressure while maintaining retention hooks .
- Change-in-control economics: Pre-deal CoC table indicates substantial equity acceleration value for Noyes if terminated post-CoC; post-deal, award treatment continues via substituted cash awards with double-trigger, and a one-year severance protection under prior terms mitigates near-term retention risk .
- Performance trajectory: 2024 GAAP net income expansion and Adjusted EBITDA growth alongside unit growth and digital mix suggest operating execution improvements during Noyes’s tenure in senior operations roles, though topline declined YoY; bonus outcomes reflect underperformance on SSS and development vs. plan, partially offset by EBITDA delivery .