Adiya Dixon
About Adiya Dixon
Adiya Dixon is Senior Vice President, Chief Legal Officer, Chief Compliance Officer, and Secretary of Potbelly, overseeing all legal matters since December 2020 and compliance since March 2023; age 46 as of December 29, 2024 . Company performance metrics tied to her incentive plans include Adjusted EBITDA, same-store sales, and new shop development—FY2024 Adjusted EBITDA was $31.865 million (92% of target; payout result 58%), while same-store sales (-0.3%) and new shop development (23) were below thresholds and paid 0% . In 2023, the company achieved 12% same-store sales growth and an 80% increase in Adjusted EBITDA to $28 million, reflecting execution of the Five-Pillar Strategy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Potbelly Corporation | Chief Legal Officer & Secretary | Dec 2020–present | Oversees all legal matters, later oversight extended to compliance in Mar 2023 |
| Potbelly Corporation | Chief Compliance Officer | Mar 2023–present | Oversight of legal, HR, and operational risks; quarterly reporting to Nominating & Corporate Governance Committee |
| AAD Squared | Legal Consultant | Feb 2020–Dec 2020 | Provided legal services prior to joining Potbelly |
| Wendy’s International | Director, International Counsel | Jul 2016–Jul 2018 | Led international legal matters for a global QSR brand |
| Wendy’s International | Director, Corporate Counsel | Oct 2013–Jul 2016 | Corporate legal leadership for the enterprise |
External Roles
No current public-company directorships or committee roles disclosed for Ms. Dixon .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus ($) |
|---|---|---|---|
| 2024 | $386,538 | 60% (Annual Incentive Plan) | $132,000 (55% of target, based on company results) |
- Deal-signing bonus in connection with the RaceTrac transaction: 30% of base salary, payable in cash after signing (approved September 9, 2025) .
Performance Compensation
Annual Incentive Plan – FY2024 Objective Component
| Metric | Weight | Threshold | Target | Stretch | Max | Actual | Achievement | Payout | Vesting |
|---|---|---|---|---|---|---|---|---|---|
| Adjusted EBITDA (in $MM) | 60% | $28.8 | $32.1 | $34.6 | $37.3 | $31.865 | 92% | 58% | Annual cash (FY2024) |
| Same Store Sales | 20% | 1.5% | 5.5% | 6.2% | 7.5% | -0.3% | 0% | 0% | Annual cash (FY2024) |
| New Shop Development | 20% | 30 | 42 | 45 | 49 | 23 | 0% | 0% | Annual cash (FY2024) |
Long-Term Incentives (Equity)
| Grant Type | Grant Date | Shares (Threshold/Target/Max) | Grant-Date Fair Value ($) | Performance Metrics | Vesting |
|---|---|---|---|---|---|
| RSU | 4/5/2024 | 13,953 | $149,995 | Time-based | Three equal installments on Apr 5, 2025/2026/2027 |
| PSU | 4/5/2024 | 6,977 / 13,953 / 27,906 | $179,017 | Payout range 50–200% based on “certain performance metrics” | Vests, if at all, on Apr 5, 2027 |
| PSU (program design) | 4/7/2023 | N/A (see design) | N/A | Stock-price VWAP vs target and relative TSR vs Russell 3000 Travel & Leisure Index; thresholds shown below | Vests Apr 7, 2026 |
PSU design thresholds for 2023 grants (program context):
- Target Stock Price thresholds: $8.59 (50%), $10.46 (100%), $13.07 (150%), $18.68 (200%) .
- Relative TSR vs Russell 3000 Travel & Leisure: >40th (50%), >55th (100%), >75th (150%), >90th (200%) .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Adiya Dixon | 118,075 | <1.0% |
Outstanding equity awards (as of Dec 29, 2024):
| Award Type | Units | Vesting Schedule |
|---|---|---|
| PSU | 22,865 | Vests, if at all, on Apr 1, 2025 |
| RSU | 7,622 | Vests on Apr 1, 2025 |
| PSU | 21,820 | Vests, if at all, on Apr 7, 2026 |
| RSU | 14,546 | Vests in equal installments on Apr 7, 2025 and Apr 7, 2026 |
| RSU | 13,953 | Vests in three equal installments on Apr 5, 2025/2026/2027 |
| PSU | 13,953 | Vests, if at all, on Apr 5, 2027 |
Alignment safeguards:
- Anti-hedging policy prohibits hedging/monetization transactions (options, collars, swaps, forwards) that reduce economic exposure to company stock .
- Executive compensation subject to SEC/NASDAQ-compliant clawback policy adopted October 2023 .
- No pledging disclosures identified for Ms. Dixon; none noted in proxy materials .
Note: No option awards for Ms. Dixon are listed in the outstanding awards table; equity is delivered via RSUs/PSUs .
Employment Terms
- Employment agreement date: November 11, 2020 (the “Dixon Agreement”) .
- Annual cash incentive eligibility at a 60% target rate of base salary (beginning 2021), subject to mutually agreed performance goals .
- Annual equity grant eligibility (beginning 2021) as determined by the Compensation Committee .
- Severance (qualifying termination): cash severance equal to 12 months of base salary, payable in installments over 12 months; subsidized COBRA benefits for 12 months .
- Potential payments table (as of Dec 31, 2024; assumed stock price $10.42):
• Voluntary termination for good reason or involuntary termination without cause: $400,000 cash; $1,308 COBRA .
• Qualifying termination following change in control: $400,000 cash; $1,308 COBRA; RSUs $334,480; PSUs $542,988 .
• Death/Disability: eligible for pro-rated Annual Incentive Plan bonus; no equity acceleration listed in table . - Change-in-control mechanics and governance: Company LTIP features double-trigger vesting (no single-trigger), no 280G excise tax gross-ups, minimum 1-year vesting; clawback and no repricing without stockholder approval .
- Transaction treatment (RaceTrac acquisition, Oct 23, 2025):
• Vested RSUs converted to cash at $17.12 per share; unvested RSUs/PSUs substituted into cash awards with same vesting terms and double-trigger acceleration on termination without cause or resignation for good reason in a post-closing period .
• Options and warrants canceled for cash based on in-the-money value; aggregate RSU/Option consideration ~$11 million (company-wide) .
Investment Implications
- Pay-for-performance design: Ms. Dixon’s cash incentive is 100% formulaic to company metrics (Adjusted EBITDA 60%, SSS 20%, new unit development 20%); FY2024 payout at 55% of target reflects EBITDA performance with no payout on SSS or unit development, signaling disciplined goal-setting and payout governance .
- Equity alignment and retention: RSUs/PSUs with multi-year, staged vesting through 2027 (and PSU designs tied to stock price and relative TSR) align incentives with shareholder value and create retention hooks; near-term vesting dates in 2025/2026 could otherwise create selling windows, though the anti-hedging policy limits hedging and the acquisition converted awards into cash with double-trigger protections, reducing near-term equity selling overhang while preserving retention economics post-closing .
- Severance and change-of-control risk: Standard 1x salary severance and COBRA minimize “golden parachute” risk; double-trigger equity acceleration plus substituted cash awards under the merger balance retention with fair treatment, lowering abrupt departure risk but still warrant monitoring of post-merger role stability and responsibilities .
- Governance quality: Presence of a compliant clawback, rigorous ownership and anti-hedging policies, independent compensation oversight with FW Cook, and LTIP protections (no single-trigger, no repricing, no excise tax gross-ups) collectively reduce governance red flags and support alignment with shareholder interests .
- Trading signals: The structured vesting calendar and prior PSU designs linked to TSR and VWAP suggest sensitivity of realized pay to share performance; following the acquisition, equity exposure transitions to cash-based awards with double-trigger acceleration, likely dampening forced selling pressure from vesting events and shifting focus to employment continuity and cash award vesting schedules .