Steven Cirulis
About Steven Cirulis
Steven W. Cirulis is Senior Vice President, Chief Financial Officer and Chief Strategy Officer of Potbelly, serving since April 2020; he previously consulted to Potbelly in strategic planning and finance from December 2019 until his appointment. He is 54 years old (as of December 29, 2024) and has prior leadership roles in corporate strategy at McDonald’s, strategic projects at Panera Bread, and strategy/insights at Gap Inc. . Company performance under his tenure includes 2024 net income of $40.3 million and a pay-versus-performance TSR value of $215.56 for an initial $100 investment, with 2024 Adjusted EBITDA of $31.865 million (reduced by a $0.685 million discretionary adjustment) for annual bonus determination .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Panera Bread | Senior Vice President, Strategic Projects | Apr 2017–Jul 2018 | Strategic projects leadership |
| McDonald’s Corporation | Global Vice President, Corporate Strategy | Aug 2011–Sep 2016 | Corporate strategy leadership |
| Gap Inc. (Gap Brand) | Senior Director, Strategy, Business Development & Insights | Oct 2006–May 2011 | Strategy, business development, insights |
| Potbelly (pre-CFO) | Strategic planning/finance consulting | Dec 2019–Apr 2020 | Finance and analytical consulting |
External Roles
No external public company board roles for Cirulis are disclosed in the proxy materials .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $448,630 | $465,712 | $483,026 (base increased by $23,300 effective Apr 1, 2024) |
| Target Bonus % of Base | 60% | 65% (increase approved Jan 2023) | 65% |
| Actual Annual Bonus Paid ($) | $310,356 | $566,423 | $174,924 |
Performance Compensation
Annual Incentive Plan – 2024 Structure and Outcomes
| Metric | Weight | Threshold | Target | Stretch | Maximum | 2024 Actual | Achievement % | Payout % |
|---|---|---|---|---|---|---|---|---|
| Adjusted EBITDA (in millions) | 60% | $28.8 | $32.1 | $34.6 | $37.3 | $31.865 (discretionary -$0.685; without adj $32.5) | 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 Payout vs Target | — | — | — | — | — | — | — | 55% (Cirulis: $174,924) |
Plan metrics are approved annually by the Compensation Committee, with targets set through modeling by the CEO and CFO; 2024 payout included a discretionary negative adjustment to Adjusted EBITDA for refranchising timing .
Long-Term Incentive Awards – 2024 Grants (under 2019 LTIP)
| Award Type | Grant Date | Target Shares | Vesting | Performance Metric | Payout Range | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| PSUs | Apr 5, 2024 | 10,465 | Vest Apr 5, 2027 if metrics achieved | Stock price appreciation/TSR vs peers (plan design) | 50%–200% | $268,532 |
| RSUs | Apr 5, 2024 | 20,930 | 3 equal installments: Apr 5, 2025/2026/2027 | Time-based | N/A | $224,998 |
| Target LTIP Opportunity (2024) | RSU Target Value | PSU Target Value |
|---|---|---|
| Steven W. Cirulis | $200,000 | $200,000 |
Outstanding Equity Awards at FY-End (Dec 29, 2024)
| Type | Shares Unvested | Vesting Detail |
|---|---|---|
| PSU | 30,487 | Vest Apr 1, 2025 if metrics achieved |
| RSU | 10,162 | Vests Apr 1, 2025 |
| PSU | 31,172 | Vest Apr 7, 2026 if metrics achieved |
| RSU | 20,781 | Equal installments on Apr 7, 2025 and Apr 7, 2026 |
| PSU | 20,930 | Vest Apr 5, 2027 if metrics achieved |
| RSU | 20,930 | 3 equal installments: Apr 5, 2025/2026/2027 |
The 2019 LTIP features no single-trigger vesting; equity awards generally require double-trigger to accelerate upon change in control .
Equity Ownership & Alignment
- Beneficial ownership: 366,683 shares; 1.2% of outstanding (30,172,225 shares) as of March 26, 2025 .
- Executive stock ownership guidelines: CEO 4x salary; other executive officers (including CFO) 1.5x salary; established to promote alignment .
- Hedging and pledging: Hedging is prohibited for directors/officers; no pledging disclosure noted in proxy .
- Unvested equity exposure and upcoming vesting dates detailed above, creating identifiable windows (Apr 1 & Apr 5, 2025; Apr 7, 2025/2026; Apr 5, 2026/2027) that can influence sellable share availability post-vesting .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Effective April 6, 2020; eligible for annual cash incentive (target initially 60%, increased to 65% in Jan 2023) and annual equity grants; reimbursed business expenses; severance and CoC benefits . |
| Severance (Qualifying Termination pre-CoC) | 12 months base salary paid over 12 months; 12 months subsidized COBRA; for 12/31/2024 example: cash $489,300; COBRA $23,916; total $513,216 . |
| Severance (Qualifying Termination within 2 years post-CoC) | 12 months base salary; 12 months subsidized COBRA; pro‑rated actual annual bonus for year of termination; equity subject to double-trigger treatment; for 12/31/2024 example: cash $489,300; COBRA $23,916; RSUs $480,344; PSUs $764,774; total $1,758,334 . |
| Death/Disability | Pro‑rated annual bonus based on actual performance ($318,045 in 2024 example); company life insurance benefit up to base salary, capped at $125,000 . |
| Clawback | Updated Oct 2023 to comply with SEC/NASDAQ Rule 10D‑1; recovery of incentive compensation tied to financial measures upon restatement . |
| Anti‑Hedging | Prohibits hedging transactions (e.g., collars, options, swaps) by directors/officers/employees . |
| Governance: 2019 LTIP Features | No single‑trigger vesting; no option repricing without shareholder approval; no 280G tax gross‑ups; minimum 1‑year vesting (with limited exceptions) . |
Compensation Peer Group (2024 reference)
Casual Dining: Ark Restaurants, BJ’s Restaurants, Chuy’s, Denny’s, Dine Brands, First Watch, Red Robin; Fine Dining: The ONE Group; Quick Casual: FAT Brands, Fiesta Restaurant, Noodles & Company, Portillo’s, Shake Shack, Sweetgreen, Wingstop; Quick Service: Dutch Bros, El Pollo Loco, Jack in the Box .
Investment Implications
- Pay-for-performance linkage: 2024 annual bonuses favored Adjusted EBITDA (60% weight) while same-store sales and new shop development underperformed (0% payout), indicating emphasis on profitability over growth metrics; Cirulis’s payout was 55% of target ($174,924) .
- Upcoming vesting events: Multiple RSU installments and PSU cliffs in 2025–2027 (Apr 1/5/7), including a PSU tranche on Apr 1, 2025, create predictable windows for potential stock settlement/sales; monitoring Form 4s around these dates is prudent for insider selling pressure analysis .
- Alignment and governance: Meaningful beneficial ownership (1.2%), executive ownership guidelines (1.5x salary), anti-hedging, double-trigger vesting, and absence of 280G gross‑ups support shareholder alignment; pledging is not disclosed in proxy .
- Cash vs equity mix: Cirulis’s stock awards fell from $1.00 million (2023) to $0.49 million (2024), reducing immediate equity-driven compensation and potentially moderating near-term selling pressure, while base salary rose in 2024 (+$23,300) .
- Execution risk: Zero payouts on sales growth and development metrics underscore operational execution challenges despite strong profitability, meriting focus on traffic/SASS and unit growth initiatives in forward periods .