Kevin Reddy
About Kevin Reddy
Independent Chair of NCR Voyix’s Board since February 2025; previously Lead Director (May 2024–February 2025) and joined the Board in October 2023. Age 67. Background includes Managing Partner at Reddy Enterprises, CEO and Chairman at Noodles & Company (IPO in 2013; scaled to 450+ restaurants and 10,000+ employees), and COO/Restaurant Support Officer at Chipotle, where he helped grow locations from 11 to nearly 500 . The Board has determined he is independent under NYSE standards and the company’s Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Noodles & Company | Chief Executive Officer; Chairman (board member) | CEO 2006–2016; Chairman 2008–2016 | Led IPO in 2013; scaled to 450+ restaurants and 10,000+ employees |
| Chipotle Mexican Grill | Chief Operating Officer; Restaurant Support Officer | Prior to joining Noodles & Company | Built infrastructure/team/culture enabling growth from 11 to ~500 locations |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| K-MAC Enterprises Inc. | Director | Current | Leading YUM! franchisee operating 300+ Taco Bell units across multiple states |
| Fusion Education Group | Advisory Board Member | Current | Education-focused advisory role |
| Citation | Advisory Board Member | Current | Advisory role |
| Sovereign Wealth Fund & early-stage tech firms | Senior Operating Partner | Current | Advisory/operating support to investment entities and tech startups |
Board Governance
- Board leadership: Independent Chair of the Board (Reddy) with responsibilities to lead an independent, constructive, informed oversight of management; Board explicitly notes his suitability given leadership and industry experience .
- Independence: Board determined all non-employee directors, including Reddy, are independent .
- Committee memberships and chair roles (2024–2025):
- Compensation and Human Resource Committee (CHRC): Chair (Reddy) .
- Committee on Directors and Governance (CODG): Member (Reddy) .
- Committee meeting cadence (FY2024): Audit (9), CHRC (8), CODG (5), Risk (4) .
- Attendance: Board met 9 times in 2024; each incumbent director attended at least 75% of aggregate Board and committee meetings; all directors then in office attended the 2024 annual meeting (virtual) .
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Annual Board retainer (non-employee directors) | $80,000 | Unchanged for 2024–2025 Board Year; payable in cash or deferred RSUs; paid quarterly |
| Independent Chair additional retainer | $130,000 | Approved February 4, 2025 for Independent Chair role (Lead Independent Director role eliminated) |
| CHRC Chair fee | $25,000 | Annual chair retainer |
| CODG member fee | $7,500 | Annual member retainer |
| Director fee cap | $1,000,000 | 2017 Stock Plan cap on non-employee director pay (cash + grant-date fair value of equity) |
Director compensation received by Kevin Reddy for FY2024:
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 138,778 | 160,004 | — | 298,782 |
- Director stock ownership guidelines: 5x annual retainer within five years; all current non-employee directors were compliant or within grace period as of record date .
- Hedging/pledging: Prohibited for directors and officers by Insider Trading Policy (no hedging, margin loans using company securities, or pledging) .
Performance Compensation
| Grant Date | Award Type | Grant Date Fair Value ($) | Vesting Schedule | RSUs Outstanding as of 12/31/2024 (#) |
|---|---|---|---|---|
| May 29, 2024 | Annual RSU grant (Director Program) | 160,004 | Vests fully one year after grant date; deferrable until service ends | 12,413 |
- Director equity grants are time-based RSUs (no performance metrics); mid-year grants prorated and vest on same schedule as annual grants .
Other Directorships & Interlocks
| Company | Role | Current/Prior | Notes |
|---|---|---|---|
| Noodles & Company | CEO; Chairman (board member) | Prior | Public company; IPO in 2013; significant scaling achievements |
| K-MAC Enterprises Inc. | Director | Current | Private YUM! franchisee |
| Advisory roles | Fusion Education Group; Citation | Current | Advisory positions |
| Operating Partner | Sovereign wealth fund; early-stage tech firms | Current | No specific transactions disclosed in proxy sections reviewed |
- Overboarding policy: Directors must notify CODG before joining another public board; Board reviews service if thresholds exceeded (e.g., >3 other public boards, executive role + ≥2 boards, competitor directorship) .
Expertise & Qualifications
- Leadership and operational expertise in multi-unit restaurants and scaling organizations; prior CEO and COO experience .
- Governance experience (Chair, Lead Director; CHRC Chair; CODG member) .
- Independence affirmed by Board .
Equity Ownership
| Security | Outstanding/Beneficial |
|---|---|
| Stock options | None outstanding |
| RSUs outstanding | 12,413 (as of Dec 31, 2024) |
| Deferred shares | None outstanding |
| Ownership guidelines | 5x annual retainer; compliant or within grace period at record date |
| Hedging/pledging | Prohibited by policy |
Governance Assessment
- Positive signals:
- Independent Chair role enhances board independence and oversight; Reddy’s leadership background aligns with customer-centric, operations-driven strategy .
- CHRC chaired by Reddy; clear remit over pay-for-performance, succession, and compensation risk assessment; CHRC report signed by Reddy signals active engagement .
- Director pay mix includes meaningful equity (annual RSUs vest after one year) and robust ownership guidelines, improving alignment; hedging/pledging prohibited .
- Board and committee meeting cadence with documented attendance thresholds; annual meeting attendance by all directors .
- Monitoring considerations:
- Additional Independent Chair retainer ($130,000) reflects expanded duties; investors should monitor deliverables under Reddy’s board leadership (e.g., strategy execution, risk oversight effectiveness) .
- Related person transactions are subject to CODG review per policy; continue monitoring for any transactions involving Reddy or affiliated entities; policy framework is clear .
- Investor sentiment: Say-on-Pay received 96% support in 2024, suggesting strong shareholder confidence in compensation governance; CHRC continues to refine metrics (AIP/LTIP) for 2025 .