David Daniels
About David Daniels
David Daniels is Senior Vice President and Chief Marketing Officer at Potbelly Corporation, serving since August 2021, with prior senior marketing roles spanning QSR and CPG, including Pizza Hut and Anheuser-Busch InBev . His variable pay is tied to annual metrics (Adjusted EBITDA, same-store sales, new shop development) and long-term equity with performance-vesting based on stock price appreciation or TSR versus peers, aligning incentives to operational and shareholder outcomes . The company maintains an updated SEC/NASDAQ-compliant clawback policy and double-trigger equity vesting on change-in-control, reinforcing pay-for-performance governance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Food Hall Co. | Senior Vice President, Marketing | Oct 2018 – Aug 2021 | Led marketing for developer/operator of food halls, positioning brand in experiential dining . |
| Pizza Hut (QSR) | Vice President, Marketing | Mar 2015 – Mar 2018 | Directed brand marketing initiatives for a national QSR chain . |
| Anheuser-Busch InBev | Marketing and Sales Leadership | 1993 – Dec 2014 | Held various leadership roles driving brand and commercial execution in beverages . |
External Roles
No public company directorships or committee roles disclosed for Daniels in the proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $375,433 | $394,615; Committee approved a $20,000 increase effective April 1, 2024 |
| Target Bonus (% of Base) | 60% | 60% |
| Actual Annual Bonus Paid ($) | $426,360 | $132,000 (55% of target payout based on Company results) |
| Stock Awards Grant-Date Fair Value ($) | $438,145 | $438,682 |
Performance Compensation
| Metric | Weight | Threshold | Target | Stretch | Max | 2024 Actual | Achievement % | Payout Driver |
|---|---|---|---|---|---|---|---|---|
| Adjusted EBITDA (in millions) | 60% | $28.8 | $32.1 | $34.6 | $37.3 | $31.865 (includes negative discretionary adj. of $0.685M) | 92% | 58% payout on weighted component |
| Same-Store Sales | 20% | 1.5% | 5.5% | 6.2% | 7.5% | (0.3)% | 0% | 0% payout |
| New Shop Development | 20% | 30 | 42 | 45 | 49 | 23 | 0% | 0% payout |
| Bonus Earned (Daniels) | — | — | — | — | — | — | — | $132,000 (55% of target) |
Long-Term Incentive Mix and Targets:
- Equity mix: 50% RSUs and 50% PSUs; PSUs vest based on stock price appreciation or TSR versus peer companies under the 2019 LTIP .
- 2024 Target Opportunity (fixed dollar value): RSUs $150,000; PSUs $150,000 .
2024 Grants:
| Award | Grant Date | Shares (Threshold/Target/Max) | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| PSUs | Apr 5, 2024 | 9,302 / 18,604 / 37,208 | Cliff vest Apr 5, 2027; payout 50%–200% on performance | $238,689 |
| RSUs | Apr 5, 2024 | 18,604 | Time-based, three equal installments on Apr 5, 2025/2026/2027 | $199,993 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 26, 2025):
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| David Daniels | 91,335 | Less than 1.0% (out of 30,172,225 shares outstanding) |
Outstanding Unvested Equity (as of Dec 29, 2024; valued at $10.42/share):
| Award | Units Unvested | Implied Value ($) | Vesting Details |
|---|---|---|---|
| PSU (granted 2023) | 21,820 | $202,053 | Vest based on performance on Apr 7, 2026 |
| PSU (granted 2024) | 18,604 | $172,273 | Vest based on performance on Apr 5, 2027 |
| PSU (granted 2022) | 22,865 | $211,730 | Vest based on performance on Apr 1, 2025 |
| RSU (cliff, 2022 grant) | 7,622 | $70,580 | Vests Apr 1, 2025 |
| RSU (installments, 2023 grant) | 14,546 | $134,696 | Equal installments Apr 7, 2025 and Apr 7, 2026 |
| RSU (installments, 2024 grant) | 18,604 | $172,273 | Three equal installments Apr 5, 2025, Apr 5, 2026, Apr 5, 2027 |
Policies and Alignment:
- Anti-hedging policy prohibits hedging or monetization strategies by directors and officers .
- Robust executive stock ownership guidelines noted (specific multiples not disclosed) .
- Double-trigger vesting of equity upon change-in-control (no single-trigger vesting) .
- No 280G excise tax gross-ups under the 2019 LTIP .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement Date | July 29, 2021 |
| Base Pay & Target Bonus | Base salary; target annual cash incentive at 60% of base salary; eligible for annual equity grants |
| Severance (Qualifying Termination without Cause/for Good Reason) | 12 months of base salary paid over 12 months; 12 months subsidized COBRA |
| Change-in-Control (Qualifying Termination on/within 2 years post-CIC) | Cash severance equal to 12 months base salary; 12 months subsidized COBRA; double-trigger equity vesting under plan; Daniels’ illustrative RSU/PSU values shown below |
| Illustrative Potential Payments at 12/31/2024 (CIC Qualifying Termination) | Cash $400,000; COBRA $25,224; RSUs $377,549; PSUs $586,056; Total $1,388,829 |
| Illustrative Potential Payments (Good Reason/Without Cause) | Cash $400,000; COBRA $25,224; Total $425,224 |
| Death/Disability | Table shows no cash/COBRA; certain NEOs eligible for pro-rated bonus under AIP per footnote |
Clawback and Insider Trading:
- Clawback policy updated Oct 2023 to comply with SEC Rule 10D-1/NASDAQ; recovery of incentive-based pay upon restatement of financials .
- Insider trading policy and procedures in place; governance materials posted on investor website .
Compensation Committee Analysis
- Committee members: David Near (Chair), David Head, Jill Sutton .
- Independent consultant transition in 2024 from Aon to FW Cook; FW Cook advised on market competitiveness and program appropriateness .
- Peer group: Restaurant companies across casual, fine dining, quick casual, and quick service; used as a reference without explicit benchmarking .
- Governance features in LTIP: no evergreen, no liberal share recycling, minimum 1-year vesting, no option repricing, no single-trigger vesting, no 280G gross-ups .
Say-on-Pay & Shareholder Feedback
| Item | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| 2024 NEO Compensation (Advisory) | 22,875,812 | 632,513 | 71,140 | 4,145,262 |
Investment Implications
- Pay-for-performance linkage is clear: Daniels’ 2024 bonus was cut to 55% of target as same-store sales and new shop openings missed thresholds, while Adjusted EBITDA achieved 92% of target after a negative discretionary adjustment—indicative of disciplined bonus governance .
- Upcoming RSU installment vestings (Apr 2025–2027) and PSU cliffs (Apr 2025/2026/2027) create identifiable potential selling windows; insider pressure is muted by performance-based PSU gating and anti-hedging restrictions .
- Change-in-control protections are moderate (12 months base + COBRA), with double-trigger equity treatment; no single-trigger vesting or 280G gross-ups mitigates shareholder-unfriendly outcomes, lowering pay-related deal friction and retention risk in transactional scenarios .
- Ownership is sub-1%, but meaningful unvested equity aligns Daniels to multiyear performance and TSR outcomes; robust ownership guidelines further reinforce alignment, though pledging restrictions are not expressly highlighted in the proxy governance extracts cited .