Robert Wright
About Robert D. Wright
Robert D. “Bob” Wright is President and Chief Executive Officer of Potbelly Corporation (PBPB), serving since July 2020. He is 57 years old and previously held senior operating roles at The Wendy’s Company (EVP & Chief Operations Officer, International 2016–2019; SVP & Chief Operations Officer 2013–2016) with prior leadership roles at Charley’s Philly Steaks, Checkers Drive‑In Restaurants, and Domino’s Pizza . During 2024, management highlighted improved operating execution with Adjusted EBITDA up 14.9% to $32.6M; however, same-store sales were negative and new unit openings missed internal targets, yielding a 55% of target annual bonus outcome for NEOs, including the CEO . Cumulative TSR (value of a $100 initial investment) was $129.10 (2022), $215.56 (2023) and $215.56 (2024) while reported net income rose to $40.3M in 2024; Potbelly agreed to be acquired by RaceTrac in 2025 for $17.12 per share, closing October 23, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Wendy’s Company | EVP & Chief Operations Officer, International | 2016–2019 | Not disclosed in proxy |
| The Wendy’s Company | SVP & Chief Operations Officer | 2013–2016 | Not disclosed in proxy |
| Charley’s Philly Steaks; Checkers Drive‑In Restaurants; Domino’s Pizza | Leadership roles | Not disclosed | Not disclosed in proxy |
External Roles
- No external public company directorships or committee roles disclosed for Wright in the 2025 DEF 14A .
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| CEO base salary (Employment Agreement terms) | $725,000 effective Jan 1, 2023 | $750,000 effective Apr 1, 2024 |
| Target annual bonus (% of base) | 115% of base | 115% of base |
| Actual annual bonus paid | $1,450,000 (cap-adjusted prior-year admin revision noted) | $474,375 (55% of target) |
Performance Compensation
Annual Incentive Plan – 2024 Structure and Outcome
| Metric | Weight | Threshold | Target | Stretch | Maximum | 2024 Actual | Achievement | Payout Contribution |
|---|---|---|---|---|---|---|---|---|
| Adjusted EBITDA (in $M) | 60% | 28.8 | 32.1 | 34.6 | 37.3 | 31.865 (after $0.685M negative discretionary adjustment) | 92% | 58% on this component |
| Same-Store Sales | 20% | 1.5% | 5.5% | 6.2% | 7.5% | (0.3)% | 0% | 0% |
| New Shop Development (count) | 20% | 30 | 42 | 45 | 49 | 23 | 0% | 0% |
CEO bonus math for 2024: Base $750,000; Target 115% = $862,500; Payout 55% of target = $474,375 .
Long‑Term Incentives – 2024 Grants and Vesting
| Grant Date | Instrument | Shares/Units | Grant‑Date Fair Value | Vesting / Performance Conditions |
|---|---|---|---|---|
| Jan 3, 2024 | RSU | 49,212 | $499,994 | Three equal annual installments beginning first anniversary of grant |
| Jan 3, 2024 | Price Performance Stock Units (PPSU) | 49,212 | $472,829 | Tranche vesting if 45‑day VWAP exceeds $8, $10, $12 (three steps) |
| Apr 5, 2024 | Performance Stock Units (PSU) | 60,465 target (50–200% payout range) | $775,766 | 3‑year performance (Apr 5, 2024–Apr 5, 2027): vest based on (i) 90‑day VWAP vs stock price hurdles or (ii) relative TSR vs Russell 3000 Travel & Leisure Index; vesting on Apr 5, 2027 |
2025 design updates: PSUs measured on relative TSR vs Russell 3000 Restaurant Index with an absolute TSR cap (limits upside if absolute TSR is negative) .
Equity Ownership & Alignment
- Beneficial ownership: Wright holds 689,042 shares (2.3% of shares outstanding as of Mar 26, 2025), including 11,102 RSUs vesting within 60 days of that date .
- Anti‑hedging: Directors and officers are prohibited from hedging or monetization transactions involving Company stock .
- Clawback: Updated in Oct 2023 to comply with SEC/Nasdaq; recovery of incentive‑based compensation upon restatement due to material noncompliance .
Outstanding unvested awards at FY‑end 2024 (valuation at $10.42 per share):
| Award Type | Units Unvested | Implied Value |
|---|---|---|
| RSU (1/36 monthly, start Jan 31, 2023) | 33,191 | $307,349 |
| RSU (1/36 monthly, start Jan 31, 2024) | 34,175 | $316,461 |
| PSU (performance period to Apr 7, 2026) | 62,344 | $577,305 |
| PSU (performance period to Apr 5, 2027) | 60,465 | $559,906 |
Change‑in‑control (RaceTrac acquisition, Oct 23, 2025): RSUs and PSUs were cancelled and converted into cash‑settled awards equal to $17.12 times the underlying shares, with unvested awards continuing on original schedules and double‑trigger acceleration on qualifying termination; PSU performance fixed at greater of target or actual achievement as of the day prior to closing .
Employment Terms
| Term | Detail |
|---|---|
| Agreement & term | CEO Employment Agreement dated Jul 20, 2020, amended Nov 2, 2022; term through Dec 31, 2025 . |
| Base salary | $725,000 effective Jan 1, 2023; increased to $750,000 effective Apr 1, 2024 . |
| Annual bonus | Eligible at 50% (threshold), 115% (target), 200% (max) of base salary subject to performance . |
| LTI structure | Annual RSUs ($500k value; monthly vest over 3 years per agreement), PSUs ($500k value), and PPSUs ($500k value; thresholds at $8/$10/$12); PPSU annual value increased to $550k from 2023 . |
| Severance (pre‑CIC) | If terminated without cause/for good reason: 12 months base salary ($750k), target pro‑rated annual bonus, 12 months subsidized COBRA; equity vests per original terms . |
| Post‑2025 transition | If termination after Dec 31, 2025 (other than for cause, death, disability) and CEO assists Board with transition, outstanding RSUs/PSUs/PPSUs continue to vest per terms; PPSUs remain eligible for 90 days if termination occurs before Dec 31, 2025 . |
| Change‑in‑control | Under plan: no single‑trigger; double‑trigger acceleration; Amended CEO terms provide for vesting of all unvested RSUs and all or some PSUs/PPSUs on a CIC . For RaceTrac deal, awards converted into cash with double‑trigger vesting protections as above . |
| Clawback & conduct | SEC/Nasdaq‑compliant clawback (Oct 2023) ; anti‑hedging policy . |
| 280G gross‑ups | 2019 LTIP expressly provides no 280G gross‑ups . |
Performance & Track Record
Operating highlights (2024):
- Adjusted EBITDA grew 14.9% to $32.6M; unit growth reignited (23 openings); digital reached 40% of shop sales in Q4; SSS negative (‑0.3%) and new shop development below plan (23 vs 42 target) .
- Pay outcomes aligned with results: 55% of target bonus for CEO and NEOs for 2024 .
Stock/TSR and net income (Pay‑vs‑Performance disclosure):
- Cumulative TSR ($100 initial): $129.10 (2022), $215.56 (2023), $215.56 (2024) .
- Net income: $4.3M (2022), $5.1M (2023), $40.3M (2024) .
Revenues and EBITDA (fiscal years; USD):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $451.973M | $491.409M | $462.598M |
| EBITDA | $12.840M* | $25.481M* | $24.918M* |
Values retrieved from S&P Global.*
Compensation Committee, Peer Group, and Say‑on‑Pay
- Compensation Committee: David Near (Chair), David Head, Jill Sutton .
- Independent consultant: FW Cook engaged in 2024 (replacing Aon); advised on plan design and peer benchmarking .
- Peer group (selected examples): Shake Shack, Wingstop, Portillo’s, Sweetgreen, BJ’s Restaurants, Red Robin, Denny’s, Jack in the Box, El Pollo Loco, Dutch Bros, FAT Brands, Noodles & Company, The ONE Group, First Watch, Fiesta Restaurant .
- 2025 proxy sought advisory approval of 2024 NEO pay (Say‑on‑Pay) .
Investment Implications
- Pay-for-performance design with high at-risk mix (50% PSUs and 50% RSUs for executives; CEO also receives PPSUs tied to absolute share-price hurdles) provides directional alignment; the 2024 bonus at 55% of target reflects discipline when SSS and development underperformed targets .
- Clear vesting schedules and double-trigger CIC protections balance retention and shareholder alignment; in the RaceTrac acquisition, equity converted to cash awards at $17.12 with continued vesting/double-trigger—reducing near‑term selling pressure while preserving retention economics through the transition .
- Wright’s 2.3% beneficial stake and anti‑hedging policy support alignment; no 280G tax gross‑ups in the plan is shareholder‑friendly .
- Execution risk shifts post‑deal: Potbelly is now private under RaceTrac; governance and compensation outcomes will be determined by the new owner, and public-market trading signals (e.g., open‑market Form 4 sales) will diminish accordingly .
Notes: All citations refer to Potbelly’s 2025 DEF 14A unless otherwise noted. Revenues and EBITDA marked with an asterisk are values retrieved from S&P Global.*