Jeffrey Douglas
About Jeffrey Douglas
Jeffrey Douglas is Senior Vice President and Chief Information Officer at Potbelly, serving since September 2019; he was 53 years old as of December 29, 2024. Prior roles include SVP of Information Technology at Levy Restaurants (2016–2019) and VP of Technology at The Options Clearing Corporation (2000–2016) . Company performance in 2024 included Adjusted EBITDA growth of 14.9% to $32.6M, 23 new shop openings, AWS up 0.5% to $25,120, and digital sales reaching 40% of Q4 shop sales, aligning executive incentives with operational outcomes . Potbelly’s executive pay structure includes annual cash incentives tied to Adjusted EBITDA, same-store sales, and new shop development, and long-term equity with PSUs/RSUs and TSR/price-appreciation features designed to align compensation with shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Potbelly Corporation | SVP & Chief Information Officer | Sep 2019–Present | Not disclosed |
| Levy Restaurants | SVP, Information Technology | Feb 2016–Sep 2019 | Not disclosed |
| The Options Clearing Corporation | VP, Technology | Dec 2000–Jan 2016 | Not disclosed |
External Roles
- None disclosed for Douglas in the company’s proxy materials .
Fixed Compensation
Compensation history disclosed for Douglas as a Named Executive Officer through FY 2022:
| Metric ($USD) | 2020 | 2021 | 2022 |
|---|---|---|---|
| Base Salary | $298,125 | $318,029 | $318,240 |
| Bonus | — | — | — |
| Stock Awards (Grant-Date Fair Value) | $209,999 | $249,996 | $249,995 |
| Non-Equity Incentive Plan Compensation | — | $205,632 | $211,948 |
| All Other Compensation | $6,052 | $11,121 | — |
| Total | $514,176 | $784,778 | $780,183 |
Notes:
- Douglas did not appear among 2023–2024 NEOs; individual 2023–2024 salary/bonus detail for Douglas is not disclosed in the Summary Compensation Tables . The annual incentive plan is applicable to all executive officers, but Douglas-specific payouts are not itemized .
Performance Compensation
Annual Incentive Plan – 2024 Company Metrics and Outcomes
| Metric | Threshold (50%) | Target (100%) | Stretch (150%) | Maximum (200%) | 2024 Actual | Achievement % | Weight | Payout % |
|---|---|---|---|---|---|---|---|---|
| Adjusted EBITDA (in millions) | $28.8 | $32.1 | $34.6 | $37.3 | $31.865 | 92 | 60% | 58% |
| Same-Store Sales | 1.5% | 5.5% | 6.2% | 7.5% | (0.3)% | 0% | 20% | 0% |
| New Shop Development | 30 | 42 | 45 | 49 | 23 | 0% | 20% | 0% |
- Plan-wide discretionary negative adjustment of $0.685M applied to Adjusted EBITDA to reflect refranchising activity that did not occur; AEBITDA would otherwise have been $32.5M .
Long-Term Incentive Structure
- Executives receive long-term incentives under the 2019 LTIP, typically 50% RSUs and 50% PSUs; PSUs vest based on stock price appreciation or TSR versus peers; double-trigger CoC vesting applies to equity awards .
Douglas Equity Grants – 2022
| Award Type | Grant Date | Shares (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSU | 4/01/2022 | 19,055 | $125,001 | Three equal installments beginning first anniversary of grant date |
| PSU (Target) | 4/01/2022 | 9,527 | $124,994 | Vests, if at all, on 4/01/2025; payout range 50%–200%; none if below threshold |
Equity Ownership & Alignment
Outstanding Unvested Equity (Douglas) at FY 2022
| Description | Units (#) | Value at FY-end ($) |
|---|---|---|
| RSUs vesting 6/24/2020 [note 9] | 15,837 | $88,529 |
| RSUs vesting 4/26/2021 [note 6] | 14,005 | $78,288 |
| RSUs vesting per 8/23/2021 [note 8] | 21,008 | $117,435 |
| PSUs vesting 4/01/2025 [note 10] | 19,054 | $106,512 |
| RSUs vesting 4/01/2023/2024/2025 [note 11] | 19,055 | $106,517 |
- Company anti-hedging policy prohibits hedging/monetization of company securities by directors, officers, and employees .
- Executive stock ownership guidelines are described as “robust,” but the exact multiple of salary for officers is not disclosed in the proxy; director guidelines require 4x annual retainer within five years .
Employment Terms
| Provision | Pre–Change in Control Qualifying Termination | Post–Change in Control (within 2 years) Qualifying Termination | Death/Disability |
|---|---|---|---|
| Cash Severance | 12 months base salary, paid over 12 months | 12 months base salary, paid over 12 months | — |
| COBRA | Subsidized for 12 months | Subsidized for 12 months | — |
| Annual Bonus | — | Pro-rated bonus for year of termination based on actual performance | Pro-rated bonus for year of termination based on actual performance |
| Equity | Not disclosed for Douglas | Not disclosed for Douglas | — |
Additional programs:
- Nonqualified Deferred Compensation Plan allows highly compensated employees to defer up to 80% of salary and up to 100% of bonus; distributions as lump sum or installments depending on seniority date and separation circumstances; change-of-control triggers lump-sum payment .
- Company clawback policy (Oct 2023) complies with SEC/NASDAQ Rule 10D-1 for recovery of incentive-based compensation upon accounting restatement .
Performance & Track Record
- 2024 outcomes: Adjusted EBITDA +14.9% to $32.6M; 23 new shop openings; AWS +0.5% to $25,120; franchise royalties/fees/rent income +79.3% to $7.3M; digital business reached 40% of shop sales in Q4 2024 .
- Incentive plans “worked as intended” with payouts aligned to financial and stock price performance, per Compensation Discussion & Analysis .
- Executive officers and directors with late Section 16(a) reports in 2024 were identified by name; Douglas was not listed among late filers, indicating no reported delinquency for him that year .
Compensation Committee Analysis
- Compensation Committee comprised of independent directors Head, Near (Chair), Sutton; five meetings in fiscal 2024; independent consultant FW Cook (replacing Aon) advised in 2024 .
- Peer group spans casual dining, fine dining, quick casual, and quick service (e.g., BJ’s Restaurants, Chuy’s, Denny’s, Red Robin, The ONE Group, Noodles & Company, Portillo’s, Shake Shack, Wingstop, Dutch Bros, El Pollo Loco, Jack in the Box); committee considers peer data but does not explicitly benchmark .
Investment Implications
- Alignment: Douglas’s compensation is primarily at-risk via annual metrics (Adjusted EBITDA, SSS, new shop openings) and long-term PSUs/RSUs tied to TSR/price appreciation, supporting pay-for-performance alignment .
- Retention and selling pressure: 2022 RSUs vest in tranches and PSUs scheduled to vest on April 1, 2025 if thresholds met; such timelines can create windows of potential liquidity for executives, though individual transactions are not disclosed here .
- Governance/risk: Anti-hedging policy reduces misalignment risk from derivatives/monetization; clawback policy mitigates restatement risk; double-trigger change-in-control protections balance retention with shareholder interests; no pledging policy disclosure found .
- Execution track record: Company’s 2024 operational metrics (digital penetration, unit growth, EBITDA expansion) are favorable; as CIO, Douglas operates within a context emphasizing digital innovation and operational efficiency, factors that support equity value creation when embedded in incentive design .