UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
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April 3, 2019March 16, 2021



To Our Stockholders:

You are cordially invited to attend the 20192021 Annual Meeting of Stockholders of Noodles & Company at the offices of the Company at 520 Zang Street, Suite D, Broomfield, Colorado, on May 15, 2019,April 27, 2021, at 1:00 p.m. local time.
The matters expected to be acted upon at the meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.
Your vote is important. Please cast your vote as soon as possible over the Internet, by telephone, or, if you received a paper copy of the proxy materials by completing and returning the enclosed proxy card in the postage-prepaid envelope so that your shares are represented. Your vote will mean that you are represented at the Annual Meeting regardless of whether or not you attend in person. Returning the proxy does not deprive you of your right to attend the meeting and to vote your shares in person.
We look forward to seeing you at the meeting.

Sincerely,
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Dave Boennighausen
Chief Executive Officer




NOODLES & COMPANY
520 ZANG STREET, SUITE D
BROOMFIELD, COLORADO 80021

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:
NOTICE IS HEREBY GIVEN that the 20192021 Annual Meeting of Stockholders of Noodles & Company (the “Company”) will be held at the offices of the Company at 520 Zang Street, Suite D, Broomfield, Colorado, on May 15, 2019,April 27, 2021, at 1:00 p.m. local time, for the following purposes:
1.To elect the two directors named in the Proxy Statement as Class III directors of the Company, each to serve for three years and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.
2.To approve, on an advisory (non-binding) basis, the compensation of our named executive officers.
3.To approve, on an advisory (non-binding) basis, the frequency of future advisory votes to approve the compensation of our named executive officers;
4.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2019.
5.To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
1.To elect the three directors named in the Proxy Statement as Class II directors of the Company, each to serve for three years and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.
2.To approve, on an advisory (non-binding) basis, the compensation of our named executive officers.
3.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 28, 2021.
4.To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.
Only stockholders of record at the close of business on March 18, 20192, 2021 are entitled to notice of, and to vote at, the meeting or any adjournment or postponement thereof. We expect to mail a notice of Internet availability of proxy materials (the “Notice”) or a copy of our proxy materials to the extent requested to our stockholders on or about April 3, 2019.March 16, 2021. The Notice contains instructions on how to access our proxy materials over the Internet and how to vote by going to a secure website. If you did not receive such a Notice, you may elect to receive future notices, proxy materials and annual reports electronically through the Internet by following the instructions in this Proxy Statement.
    
By Order of the Board of Directors
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Melissa Heidman,
Executive Vice President, General Counsel & Secretary
Broomfield, Colorado
April 3, 2019March 16, 2021



Whether or not you expect to attend the meeting, please vote via the Internet, by telephone, or, if you received a paper copy of the proxy materials, by completing, dating, signing and promptly returning the accompanying proxy card in the enclosed postage-paid envelope so that your shares may be represented at the meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE STOCKHOLDER MEETING TO BE HELD ON MAY 15, 2019:APRIL 27, 2021:
THIS PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT
www.proxypush.com/NDLS




Noodles & Company
Proxy Statement
For the Annual Meeting of Stockholders
To Be Held on May 15, 2019April 27, 2021

TABLE OF CONTENTS

Page
The Meeting
1
Proposal No. 1—Election of Directors
4
13
Proposal No. 3—Advisory Vote on Frequency of Future Advisory Votes to Approve the Compensation of Our Named Executive Officers
14
Proposal No.4—No.3—Ratification of Appointment of Independent Registered Public Accounting Firm for the Year Ending December 31, 201928, 2021
1514
Equity Compensation Plan Information
1615
Security Ownership of Certain Beneficial Owners and Management
1716
2019
21
30
Executive Compensation
31
Director Compensation
3840
Transactions with Related Persons
4042
Report of the Audit Committee
4243
Section 16(a) Beneficial Ownership Reporting ComplianceStockholder Proposals
4344
Stockholder Proposals
43
Directors’ Attendance at Annual Stockholder Meetings
4344
Stockholder Communications
4344
Other Business
4344
Where You Can Find More Information
4344


NOODLES & COMPANY
520 ZANG STREET, SUITE D, BROOMFIELD, COLORADO 80021
PROXY STATEMENT
April 3, 2019March 16, 2021

THE MEETING
The accompanying proxy is solicited on behalf of the Board of Directors (the “Board of Directors” or the “Board”) of Noodles & Company, a Delaware corporation (the “Company”), for use at the 20192021 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at the offices of the Company at 520 Zang Street, Suite D, Broomfield, Colorado, on May 15, 2019,April 27, 2021, at 1:00 p.m. local time. The Notice, the Proxy Statement, the form of proxy and the Annual Report were first made available to stockholders on or about April 3, 2019.March 16, 2021. Electronic copies of this Proxy Statement, form of proxy and Annual Report are available at investor.noodles.com and www.proxypush.com/NDLS.
Voting Rights, Quorum and Required Vote
Only holders of record of our Class A and Class B common stock (“common stock”) at the close of business on March 18, 2019,2, 2021, which is the record date, will be entitled to vote at the Annual Meeting. At the close of business on March 18, 2019,2, 2021, we had 43,933,03945,357,796 shares of Class A common stock outstanding and entitled to vote. There are currently no shares of Class B commonscommon stock outstanding.outstanding and none were outstanding on the record date. Each share of Class A and Class B common stock is entitled to one vote per share on each item. A quorum is required for our stockholders to conduct business at the Annual Meeting. The holders of a majority in voting power of all issued and outstanding stock entitled to vote at the Annual Meeting, present in person or represented by proxy, will constitute a quorum for the transaction of business. Abstentions and “broker non-votes” (described below) will be counted in determining whether there is a quorum.
Proposal No. 1—Election of Directors—directors will be elected by a plurality of the votes of the shares of common stock cast at the Annual Meeting, which means that the twothree nominees receiving the highest number of “for” votes will be elected. Withheld votes and broker non-votes (as defined below) will have no effect on this Proposal No. 1.
Proposal No. 2—Approval, on an Advisory (Non-Binding) Basis, of our Named Executive Officers’ Compensation—requires the affirmative vote of the holders of a majority in voting power of the stock entitled to vote at the Annual Meeting, present in person or represented by proxy. Abstentions will count the same as votes against Proposal No. 2. Broker non-votes will have no effect on this Proposal No. 2.
Proposal No. 3—Approval, on an Advisory (Non-Binding) Basis,Ratification of FrequencyAppointment of Future Advisory Votes to ApproveIndependent Registered Public Accounting Firm for the Compensation of our Named Executive Officers—Year Ending December 28, 2021—requires the affirmative vote of the holders of a majority in voting power of the stock entitled to vote at the Annual Meeting, present in person or represented by proxy. Abstentions will count the same as votes against this Proposal No. 3. Broker non-votes will have no effect on this Proposal No. 3.
Proposal No. 4—Ratification of Appointment of Independent Registered Public Accounting Firm for the Year Ending December 31, 2019—requires the affirmative vote of the holders of a majority in voting power of the stock entitled to vote at the Annual Meeting, present in person or represented by proxy. Abstentions will count the same as votes against this Proposal No. 4. Since this is a “routine” proposal, there should be no broker non-votes with respect to this Proposal No. 4.3.
Internet Availability of Proxy Materials
This year, weWe have adopted a procedure approved by the Securities and Exchange Commission (“SEC”) that permits companies to furnish their proxy materials over the Internet. As a result, we are mailing the Notice instead of a paper copy of the proxy materials. All stockholders receiving the Notice will have the ability to access the proxy materials over the Internet and may request to receive a paper copy of the proxy materials by mail. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the Notice. In addition, the Notice contains information on how you may request access to proxy materials in printed form by mail or electronically on an ongoing basis.electronically.

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Voting Your Shares
If you are a registered holder, meaning that you hold our stock directly (not through a bank, broker or other nominee), you may vote in person at the Annual Meeting, via telephone, or electronically through the Internet by following the instructions included in the Notice or the proxy card, as applicable, or, if you receive a paper copy of the proxy materials, by completing, dating and signing the accompanying proxy card and promptly returning it in the enclosed envelope. All signed, returned proxies that are not revoked will be voted in accordance with the instructions contained therein. Signed proxies that give no instructions as to how they should be voted on a particular proposal at the Annual Meeting will be counted in accordance with the Board’s recommendations as follows: as votes “for” Proposal No. 2 and Proposal No. 4, for “1 year” with respect to Proposal No. 3 and, in the case of the election of the Class IIIII directors, as a vote “for” election to Class IIIII of the Board of each of the nominees presented by the Board in Proposal No. 1. Proxies will vote in their discretion upon other matters that may properly come before the Annual Meeting and any adjournments or postponements thereof.

If your shares are held through a bank, broker or other nominee, you are considered the beneficial owner of those shares. You may be able to vote by telephone or electronically through the Internet in accordance with the voting instructions provided by that nominee.nominee, such as through a voting instruction card. You must obtain a legal proxy from the nominee that holds your shares if you wish to vote in person at the Annual Meeting. If you do not provide your broker with a properly executed voting instructions form in advance of the Annual Meeting, New York Stock Exchange rules grant your broker discretionary authority to vote only on “routine” proposals. The ratification of the appointment of the independent registered public accounting firm in Proposal No. 3 is the only item on the agenda for the Annual Meeting that is considered routine. Where a proposal is not “routine,” a broker who has received no properly executed voting instructions form from its clients does not have discretion to vote its clients’ uninstructed shares on that proposal, and the unvoted shares are referred to as “broker non-votes.”
In the event that sufficient votes in favor of the proposals are not received by the date of the Annual Meeting, the Chairman of the Annual Meeting may adjourn the Annual Meeting to permit further solicitations of proxies.
The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly. Stockholders voting via the telephone or Internet should understand that there may be costs associated with telephonic or electronic access, such as usage charges from telephone companies and Internet access providers, that must be borne by the stockholder.
Expenses of Solicitation
The expenses of soliciting proxies to be voted at the Annual Meeting will be paid by the Company. Following the original mailing of the Notice, proxies and other soliciting materials, the Company and/or its agents may also solicit proxies in person, by telephone or email. Following the original mailing of the Notice, proxies and other soliciting materials, the Company will request that banks, brokers and other nominees forward copies of the Notice to persons for whom they hold shares of common stock and request authority for the exercise of proxies. We will reimburse banks, brokers and other nominees for reasonable charges and expenses incurred in forwarding soliciting materials to their clients.
Revocability of Proxies
Any person submitting a proxy in the form accompanying this Proxy Statement (be it a proxy card or Notice) has the power to revoke it prior to the Annual Meeting or at the Annual Meeting prior to the vote. A proxy may be revoked by a writing delivered to the Company stating that the proxy is revoked by a subsequent vote or proxy that is submitted via telephone or Internet, by a subsequent proxy that is signed by the person who signed the earlier proxy and is delivered before or at the Annual Meeting, or by attendance at the Annual Meeting and voting in person. In order for beneficial owners to change any of your previously provided voting instructions, you must contact your bank, broker or other nominee directly.
Delivery of Documents to Stockholders Sharing an Address
We have adopted a procedure approved by the SEC called “householding” under which multiple stockholders who share the same address will receive only one copy of the Notice, the Annual Report, the Proxy Statement, and the proxy card, unless we receive contrary instructions from one or more of the stockholders. If you wish to opt out of householding and receive multiple copies of the Notice at the same address, or if you have previously opted out and wish to participate in householding, you may do so by notifying us by telephone at 720-214-4132, by mail at Noodles & Company at, 520 Zang Street, Suite D, Broomfield, CO 80021, or by email at investorrelations@noodles.com, and we will promptly deliver the requested materials. You also may request additional copies of the proxy materials by notifying us in writing or by telephone at the same address, email address, or telephone number. Brokerage firms and banks are also entitled to household. Stockholders with shares
2

registered in the name

of a brokerage firm or bank should contact their brokerage firm or bank to request information about householding or to opt in or out of householding.
On or about April 3, 2019,March 16, 2021, we expect to mail or email to some of our stockholders the Notice.Notice or proxy card. If you receive the Notice and would prefer to receive paper copies of the proxy materials on a going forward basis, please follow the instructions in the Notice (or the voting instructions card provided by your brokerage firm or bank).

3

PROPOSAL NO. 1—ELECTION OF DIRECTORS
The Board of Directors is presently comprised of nineseven members, who are divided into three classes, Class I, Class II and Class III. One class of directors is elected by the stockholders at each annual meeting to serve a three-year term.
Francois Dufresne, formerly a Class II director and a member of the Company’s Compensation Committee and Nominating and Corporate Governance Committee, resigned from the Board of Directors on March 4, 2019. Mr. Dufresne is affiliated with the Public Sector Pension Investment Board (“PSP”), a Canadian Crown Corporation. Argentia Private Investments, Inc. (“Argentia”)—one of our equity sponsors—is a wholly-owned subsidiary of PSP, and Mr. Dufresne was nominated for service to our Board pursuant to the director nomination rights Argentia had under the stockholders agreement with us. However, because Argentia’s ownership percentage in us fell below 10.0%, Argentia lost its right to designate any nominees for election to our Board, and, consequently, Mr. Dufresne resigned from our Board.
In addition, Scott Dahnke, a Class III director who will complete his second full term as a director at the Annual Meeting, has announced that he will not stand for re-election at the Annual Meeting. Mr. Dahnke is affiliated with L Catterton—one of our other equity sponsors (together with Argentia, “Equity Sponsors”). Because L Catterton’s percentage ownership fell below 20.0% but is above 10.0%, L Catterton is entitled to designate one nominee. Following Mr. Dahnke’s departure from our Board, Mr. Taub will continue to serve as L Catterton’s nominee.
Each of the nominees for election to Class IIIII is currently a director of the Company. Messrs. Madsen and Jones were previously elected by stockholders at the 2018 Annual Meeting of Stockholders. Mr. Taylor was appointed by the Board of Directors in December 2020, and was recommended by a contact of a non-management director. If elected at the Annual Meeting, each of the nominees would serve for three years expiring at the 20222024 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. Proxies cannot be voted for a greater number of persons than the number of nominees named. If any of the nominees is unable or unwilling to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), the stockholders may vote for a substitute nominee chosen by the present Board to fill the vacancy. In the alternative, the stockholders may vote for just the remaining nominees, leaving a vacancy that may be filled at a later date by the Board, or the Board may reduce the size of the Board. Ms. Egan and Mr. Hartnett were last elected by stockholders at the 2020 Annual Meeting of Stockholders, and Mr. Boennighausen was elected by stockholders at the 2019 Annual Meeting of Stockholders. In addition, Ms. Schreiber was appointed by the Board of Directors in December 2019.
The names of the nominees for election as Class IIIII directors at the Annual Meeting and of the incumbent Class I and Class IIIII directors, and certain information about them, including their ages, as of April 3, 2019,March 16, 2021, are included below.
  Class Age Position Year Elected Director Current Term ExpiresExpiration of Term for which Nominated
Nominees           
Dave Boennighausen III 41 Chief Executive Officer and Director 2015 20192022
Paul Murphy III 64 Executive Chairman 2017 20192022
Continuing Directors           
Mary Egan (2)(3)
 I 51 Director 2017 2020 
Robert Hartnett (3)(5)
 I 67 Director 2016 2020 
Thomas Lynch I 59 Director 2017 2020 
Jeffrey Jones (1)(2)(3)(4)(5)
 II 57 Director 2013 2021 
Drew Madsen (2)(5)
 II 62 Director 2017 2021 
Andrew Taub II 50 Director 2010 2021 
ClassAgePositionYear Elected DirectorCurrent Term ExpiresExpiration of Term for which Nominated
Nominees
Jeffrey Jones (1)(2)(3)
II59Chairman201320212024
Drew Madsen (2)(4)
II64Director201720212024
Shawn Taylor (1)(4)
II61Director202020212024
Continuing Directors
Mary Egan (1)(4)
I53Director20172023
Robert Hartnett (1)(2)
I69Director20162023
Dave BoennighausenIII43Chief Executive Officer and Director20152022
Elisa Schreiber (2)(4)
III42Director20192022
________________________
(1)Member of the Compensation Committee. Mr. Jones will continue to serve on the Compensation Committee following this Annual Meeting. Currently Mr. Scott Dahnke, who is not standing for re-election at this Annual Meeting, also serves on the Compensation Committee.
(2)Effective as of the 2019 Annual Meeting, member of the Nominating and Corporate Governance Committee. Currently, the Nominating and Corporate Governance Committee consists of Mr. Scott Dahnke who is not standing for re-election at this Annual Meeting.
(3)Member of the Audit Committee. Each of these directors will continue to serve on the Audit Committee following this Annual Meeting.
(4)Lead Independent Director.
(5)Effective as of the 2019 Annual Meeting, member of the Compensation Committee.
(1)Serves on the Audit Committee.
(2)Serves on the Compensation Committee.
(3)Chairman of the Board of Directors.
(4)Serves on the Nominating and Corporate Governance Committee.


4

Below, we have provided biographies for each director and nominee summarizing his or her business and other experience, including the specific experience, qualifications, attributes or skills that led to the conclusion of the Board of Directors that such nominee should serve as a director in light of the Company’s business and structure. The Company has focused on increasing the diversity both within its management team as well as on the Board of Directors and has made great progress towards this goal. Two of the seven directors who currently hold Board seats are women, and the Company added another diverse director with the election of Shawn Taylor in December of 2020.

Nominees for Election as Class IIIII Directors

Dave BoennighausenJeffrey Jones has served as our Chief Executive Officer (“CEO”) since June 2017 and as interim CEO from July 2016 through June 2017. He has been a member of our Board of Directors since August 2015. Mr. BoennighausenSeptember 2013 and he has served as Chairman since September 2019. Prior to becoming Chairman, Mr. Jones served as our lead independent director. From 2003 to 2012, when he retired, Mr. Jones served as the Chief Financial Officer (“CFO”) from July 2012 through his appointment as permanent CEO in June 2017. He hasfor Vail Resorts, Inc. (NYSE: MTN), a publicly held various roles at the Company, including Vice President of Financeresort management company, and Executive Vice President of Finance, since joining the Company in 2004. He began his career with May Department Stores. He holds an MBA from the Stanford Graduate School of Business and received a BS degree in Finance and Marketing from Truman State University. Mr. Boennighausen brings to our Board of Directors leadership skills, financial experience and strategic guidance.
Paul Murphy became our Executive Chairman in July 2017. Mr. Murphy previouslyalso served as CEOa member of Del Taco Restaurants,the board of directors of Vail Resorts, Inc. (Nasdaq: TACO)from 2008 through 2012. In addition, later in his tenure at Vail Resorts, Inc., a national operator and franchisor of fast casual restaurants from February 2009 to July 2017 (andMr. Jones served as President from February 2009 to December 2016). From 1996 to 2008,- Lodging, Retail and Real Estate. Mr. Murphy held various roles with Einstein’s, a national operator and franchisor of fast casual bagel restaurants. Mr. Murphy originally joined Einstein’s as Senior Vice President, Operations in 1997. He was promoted to Executive Vice President, Operations in 1998, and to Chief Operating Officer in 2002. In 2003, he was appointed President and CEO. Mr. MurphyJones is currently a member of the board of directors of Checkers Drive-In Restaurants,Hershey Entertainment and Resorts, a privately held company, where he is the lead independent director and is the chair of the audit and finance committee and is a member of the compensation committee, Summit Hotel Properties, Inc. (NYSE:INN), where he is the lead independent director and chair of the audit committee and a member of the compensation committee, ClubCorp, a privately held company, and Empower Ltd (NYSE: EMPW), where he is chair of the audit committee. He is also a member of the US Bank Advisory Board and is a member of the board at the Leeds School of Business, University of Colorado at Boulder. Prior to joining Vail Resorts, Mr. Murphy holdsJones held CFO positions with Clark Retail Enterprises and Lids Corporation. Mr. Jones received a Bachelor’s DegreeBA in ReligiousAccounting and American Studies from Washington & Lee University.Mercyhurst University (f/k/a Mercyhurst College) and is a member of the AICPA. Mr. MurphyJones brings to our Board of Directors significant board leadership and public and private company experience including overall financial, operations and strategic development experience. Additionally, his board experience includes significant audit committee roles.
Drew Madsen has been a member of our Board of Directors since September 2017. From May 2015 to December 2016, when he resigned, Mr. Madsen served as President of Panera Bread Company, a national operator and franchisor of fast casual bakery cafés, where he helped guide the brand to industry leadership positions in clean food, digital ordering/payment and delivery. From October 2014 to March 2015, Mr. Madsen was President and Chief Operating Officer of the Norwegian Cruise Line division of Norwegian Cruise Line Holdings Ltd. From 2005 to 2013 he was President and Chief Operating Officer, and a member of the board of directors, of Darden Restaurants, Inc. Mr. Madsen began his career at General Mills with various positions in brand management including serving as Vice President of Marketing. He holds an MBA with Distinction from the University of Michigan and earned a bachelor’s degree, magna cum laude, from DePauw University, where he was a member of the Phi Beta Kappa Society. Mr. Madsen brings to our Board significant experience in both operationalrestaurant operations and executive leadership frombrand management.
Shawn Taylor has been a member of our Board of Directors since December 2020. From 2013 to 2019, when he sold his many years spentfranchise operations, Mr. Taylor was President and Operating Partner of Zaxby’s Houston, LLC, a franchisee of the Zaxby’s restaurant chain. In 2011, Mr. Taylor joined a group of business leaders who formed the Houston Baseball Partners, LLC, which led to the acquisition of the Houston Astros. He sold his interest in the Astros in 2017, but has remained as an advisor. In 1996 he founded and served as general partner, president, and CEO of Family EATS L.P., the Taco Bell franchisee in Houston, Texas. During his tenure, he owned, developed, and operated 33 Taco Bell locations, which he successfully sold in 2007. He is on the board of Memorial Hermann Healthcare System in Houston, Texas. Mr. Taylor started his career as a senior staff auditor at Arthur Andersen & Co., LLP in Dallas, Texas. Mr. Taylor received his B.S. degree in accounting, with distinction, from Purdue University in 1982. Mr. Taylor brings to our board significant experience in leadership of restaurant industry.development and operations, as well as experience with franchise systems.
Continuing Directors
Dave Boennighausen has served as our CEO since June 2017 and as interim CEO from July 2016 through June 2017. He has been a member of our Board of Directors since August 2015. Mr. Boennighausen served as our CFO from July 2012 through his appointment as permanent CEO in June 2017. He has held various roles at the Company, including Vice President of Finance and Executive Vice President of Finance, since joining the Company in 2004. He began his career with May Department Stores. He holds an MBA from the Stanford Graduate School of Business and received a BS degree in Finance and Marketing from Truman State University. Mr. Boennighausen brings to our Board of Directors leadership skills, financial experience and strategic guidance.
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Mary Egan has been a member of our Board of Directors since September 2017. Since June 2013, Ms. Egan hasfounded and served as CEO and founderChief Executive Officer (“CEO”) of Gatheredtable, a consumer software as a service (“SAAS”) company offering customized meal planning, from 2013 until the technology platform was sold to a strategic buyer in 2018.2018, at which time the position ceased to exist. From 2010 to 2012 Ms. Egan served as Head of Global Strategy and Corporate Development for Starbucks Corporation (Nasdaq: SBUX), a global coffee retailer. At Starbucks, Ms. Egan partnered with the senior leadership team to develop and execute corporate strategy, and led many successful strategic initiatives focusing on cost reduction, developing markets, digital and food. Ms. Egan was a Managing Director at The Boston Consulting Group (“BCG”), a global management consulting firm, from 1997 to 2010 where she partnered with CEO’s and boards of leading consumer brands to conceive and successfully drive aggressive growth strategies. While at BCG, she was a frequent global speaker on consumer-centric growth, and was featured in many news outlets, including The Wall Street Journal and The New York Times. Ms. Egan also serves on the Board of Directors of American Campus Communities (NYSE:ACC) where she serves on the strategic planning committee. Ms. Egan holds a BA from Barnard College, Columbia University, an MSEd from Bank Street Graduate School of Education and an MBA from Columbia Business School. Ms. Egan brings to our Board a broad range of experience in consumer-centric growth strategy and execution.execution, as well as marketing and brand expertise.
Robert Hartnett joinedhas been a member of our Board of Directors and became Chairman insince July 2016.  He has over 40 years of restaurant industry experience.  Most recently he served as CEO for Houlihan’s Restaurants, Inc. (“Houlihan’s”), a national operator and franchisor of fine dining and casual dining restaurants, a position that he held from 2001 until successfully negotiating the sale of that company in 2015.  During his tenure at Houlihan’s, Mr. Hartnett successfully re-invented and revitalized the Houlihan’s brand.  Prior to joining Houlihan’s, Mr. Hartnett served as President, CEO and Chairman of Einstein Noah Restaurant Group Inc. (“Einstein’s”), a national operator and franchisor of fast casual bagel restaurants. In addition, he has owned and operated Einstein Bros. and Boston Market franchise restaurants and has served as President of Bennigan’s Restaurants, a multi-unit casual dining operator.  Mr. Hartnett holds a BA in Accounting from Lamar University. Mr. Hartnett brings to our Board of Directors a wealth ofbroad experience in restaurant operations and restaurant brand development.
Jeffrey Jones has been a member of our Board of Directors since September 2013. From 2003 to 2012, Mr. Jones served as the CFO for Vail Resorts, Inc. (NYSE: MTN), a publicly held resort management company, and also served as a member of the board of directors of Vail Resorts, Inc. from 2008 through 2012. In addition, later in his tenure at Vail Resorts, Inc., Mr. Jones served as President - Lodging, Retail and Real Estate. Mr. Jones is currently a member of the board of directors of Hershey Entertainment and Resorts, where he chairs the audit and finance committee and is a member of the compensation committee, Summit Hotel Properties, Inc. (NYSE:INN), where he is the lead independent director and chair of the audit committee and a member of the compensation committee, and ClubCorp. He is also a member of the US Bank Advisory Board and is a member of the board at the Leeds School of Business, University of Colorado at Boulder. Prior to joining Vail Resorts, Mr. Jones held CFO positions with Clark Retail Enterprises and Lids Corporation. Mr. Jones received a BA in Accounting and American Studies from Mercyhurst College (k/k/a Mercyhurst University) and is a member of the AICPA. Mr. Jones brings to our Board of Directors significant public company experience in financial positions including significant audit committee roles, as well as overall financial, operations and strategic development experience.

Thomas Lynch joined our Board of Directors in April 2017. Since January 2005, Mr. Lynch has served as the Senior Managing Director of Mill Road Capital Management LLC (“Mill Road Capital”), a private equity firm he founded that is headquartered in Connecticut. Mill Road Capital has been an investor in the Company since 2017. Pursuant to arrangements with Mill Road Capital, as discussed further in the “Transactions with Related Persons” section of this Proxy Statement, Mr. Lynch was selected as a member of our Board of Directors. Mr. Lynch previously founded and served as a managing director of the private equity firm Lazard Capital Partners. He also was previously employed as a Managing Director of private equity at The Blackstone Group (NYSE: BX), a multinational asset management company, and as a senior consultant at the Monitor Company, a strategic consulting firm. Mr. Lynch’s extensive experience as a director includes currently serving as chairman of the board of directors of Rubio's Restaurants, Inc., a privately held restaurant company controlled by Mill Road Capital and chairman of the board of directors of Skullcandy, Inc., a privately held consumer products company controlled by Mill Road Capital. He previously served as a director of Panera Bread Company, a national operator and franchisor of fast casual bakery cafés, until its acquisition by a privately held investment group. He also previously served as a director of Physicians Formula Holdings, Inc., a public cosmetics company and has also served on numerous other private and not-for-profit boards of directors. Mr. Lynch earned his Bachelor’s degree with honors in Political Economy and Philosophy from Williams College, a Master of Philosophy degree from Oxford University and a Master of Business Administration degree from Stanford University. Mr. Lynch brings to our Board of Directors significant experience in the fast-casual segment of the restaurant industry, including public company experience.
Drew MadsenElisa Schreiber has been a member of our Board of Directors since September 2017. From May 2015 to December 2016 Mr. Madsen2019. Since December 2014, Ms. Schreiber has served as President of Panera Bread Company, a national operatorthe marketing partner at Greylock Partners, an early-stage venture capital firm headquartered in Silicon Valley, where she supports the firm’s portfolio companies with strategic marketing and franchisor of fast casual bakery cafés, where he helped guide the brandcommunications counsel as they scale from seed stage to industry leadership positions in clean food, digital ordering/payment and delivery.publicly-traded. From October 2014 to March 2015 Mr. Madsen was President and Chief Operating Officer of the Norwegian Cruise Line division of Norwegian Cruise Line Holdings Ltd. From 20052010 to 2013, he was PresidentMs. Schreiber led the global communications team at Hulu, a premium entertainment streaming service, during a period of hyper-growth for the company. Ms. Schreiber is on the advisory board for All Rise, a non-profit dedicated to accelerating the success of female funders and Chief Operating Officer, and a memberfounders in technology by improving the success of women in the board of directors, of Darden Restaurants, Inc. Mr. Madsen began his career at General Mills with various positions in brand management including serving as Vice President of Marketing. He holds anventure-backed tech ecosystem. Ms. Schreiber earned her MBA with Distinction from the University of Michigan and earned a bachelor’s degree, magna cum laude, from DePauw University, where he was a memberSouthern California Marshall School of the Phi Beta Kappa Society. Mr. Madsen brings to our Board significant experience in restaurant operations and brand management.
Andrew Taub joined our Board of Directors in December 2010. Mr. Taub is a Managing Partner at L Catterton. He joined L Catterton in 1996 and served as a Vice President and Principal prior to becoming a Partner in the firm. L Catterton has been an investor in the Company since 2010. Mr. Taub was selected as a member of our Board of Directors pursuant to a stockholder agreement between the Company, L Catterton and Argentia which is discussed further in the “Transactions with Related Persons” section of this Proxy Statement. Mr. Taub has helped capitalize and grow over a dozen consumer companies, including restaurants, retail, food and beverage and marketing services. Prior to joining L Catterton, he spent three years as Vice President of Nantucket Holding Company, a merchant bank specializing in the acquisition and management of troubled companies,Business, as well as the consolidation of fragmented industries. Previously he workedher BA in MergersCommunications & Media Studies and Acquisitionsher BA in Visual Arts at Dean Witter Reynolds and Coopers & Lybrand. Mr. Taub received a BA from the University of MichiganCalifornia, San Diego. Ms. Schreiber brings extensive business experience in marketing and an MBA from Columbia Business School. Mr. Taub bringscommunications, with particular emphasis on emerging technologies, to our Board of Directors expertise in the retail and consumer industry.Board.


The Board of Directors recommends a vote FOR the election of each of the Class IIIII director nominees listed above.
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Directors and Corporate Governance
Board Composition
Our Board of Directors currently consists of nineseven members.
In accordance with the amended and restated certificate of incorporation and the amended and restated bylaws, our Board of Directors is divided into three classes with staggered three-year terms. The authorized number of directors may be changed pursuant to the Company’s bylaws by resolution of the Board of Directors. Our directors are divided among the three classes as follows:
•Current Class I directors are Mary Egan and Robert Hartnett, and Thomas Lynch, whose terms will expire at the 20202023 Annual Meeting of Stockholders.
•Current Class II directors are Jeffrey Jones, Drew Madsen and Andrew Taub,Shawn Taylor, whose term will expire at the 2021 Annual Meeting.
Current Class III directors are Dave Boennighausen, Scott Dahnke, and Paul Murphy, whose termterms will expire at this Annual Meeting of Stockholders. Mr. Dahnke is not standing for re-election
•Current Class III directors are Dave Boennighausen and Elisa Schreiber, whose terms will expire at the 2022 Annual Meeting.Meeting of Stockholders.
Directors for a particular class will be elected for three-year terms at the annual meeting of stockholders in the year in which their term expires. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation or removal.
Board Independence
Under theNasdaq’s listing requirements and Nasdaq rules, independent directors must comprise a majority of a listed company’s Board of Directors. Our Principles of Corporate Governance (the “Principles”) provide that an “independent” director is a director who meets the Nasdaq definition of independence, as determined by the Board of Directors, and the Principles also provide that, under applicable Nasdaq rules, the members of each of the Audit and Compensation Committees are subject tomust meet additional, heightened independence criteria applicable to directors serving on these committees.committees under applicable Nasdaq listing standards. Our Board of Directors has undertaken a review of its composition, the composition of its committees and the independence of each director (both generally, and, where applicable, under heightened independence criteria applicable to certain committees). Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has determined, based on the recommendation of our Nominating and Corporate Governance Committee, that each of Messrs. Dahnke, Hartnett, Jones, Lynch, Madsen and Taub,Taylor, Ms. Egan and Ms. Egan wasSchreiber were “independent” under Nasdaq rules. In addition, the Board determined that Mr. DufresneAndrew Taub, who served on the Board during a portion of 2020, was independent during the period he served on the Board. In making the independence determinations, our Board of Directors assessed the current and prior relationships of each non-employee director and all other relevant facts and circumstances, including the beneficial ownership of our capital stock by each non-employee director and Messrs. Dahnke’s, Dufresne’s andMr. Taub’s affiliationsaffiliation with our Equity Sponsors.equity investors in the Company. Based on these assessments, for each director deemed to be independent, our Board of Directors made a determination that, because of the nature of the director’s relationships and/or the amounts involved, each director deemed to be independent had no relationships with our company or our management that, in the judgment of the Board, would impair the director’s independence.
Leadership Structure
The Board does not have a policy regarding the separation of the roles of Chairman and CEO and believes that it is in the best interest of the Company and its stockholders for the Board periodically to evaluate and make a determination regarding whether or not to separate the roles of Chairman and CEO based upon the circumstances.
The Board has determined that separating the roles of Chairman and CEO is the most effective leadership structure for the Company at this time. The Board believes that the separation of Chairman and CEO duties allows Mr. Murphy,Jones, who serves as our Executive Chairman, to better focus on active leadership of the Board, and oversight of management, while allowing Mr. Boennighausen to better focus on day-to-day operations of the Company and corporate strategy. In addition, the Board believes that its leadership structure as described above provides an effective framework for addressing the risks facing our company, as discussed in greater detail below under “The Board’s Role in Risk Oversight.”
Among others, the Chairman’s duties and responsibilities include:
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•presiding at meetings of the Board and stockholders;

•facilitating communication between the Board and the Company’s management;
•assisting the CEO in formulating long-term strategy;
oversight of management;
•coordinating agendas and schedules for Board meetings, information flow to the Board and other matters pertinent to the Company and the Board;
•presiding at executive sessions of the independent directors; and
•being available for consultation and communication with major stockholders as appropriate.
Lead Independent Director
Jeffrey Jones serves as our Lead Independent Director. As Lead Independent Director, Mr. Jones’ duties and responsibilities include:
presiding at meetings of the Board at which the Chairman is not present;
serving as a liaison between the Chairman and the independent directors;
approving information sent to the Board;
presiding at executive sessions of the independent directors;
approving the agenda and schedule for Board meetings to provide that there is sufficient time for discussion of all agenda items; and
consulting and communicating with major stockholders upon request.

In addition, the Lead Independent Director has the authority to call executive sessions of the independent directors, and performs such additional duties as our Board of Directors may otherwise determine and delegate.
Executive Sessions of Independent Directors
In order to promote open discussion among independent directors, our Board of Directors has a policy of conducting executive sessions of independent directors during each regularly scheduled Board meeting and at such other times as may be requested by an independent director. These executive sessions are chaired by our Lead Independent Director.Chairman. Our Lead Independent DirectorChairman provides feedback to our Executive Chairman and our CEO, as needed, promptly after each executive session.
Principles of Corporate Governance
Our Principles of Corporate Governance are available on our website at investor.noodles.com/corporate-governance.cfm.
Code of Business Conduct and Ethics
We have adopted a code of business conduct and ethics that applies to all of our officers and employees,team members, including our CEO and CFO and those officers and employeesteam members responsible for financial reporting. We have also adopted a director code of business conduct and ethics that applies to our directors. Our codes of business conduct and ethics are posted on the investor relations section of our website at investor.noodles.com. We intend to disclose future amendments to our codes of business conduct and ethics, and any waivers of their provisions that we grant to our executive officers and directors, on our website within four business days following the date of the amendment or waiver.

Anti-Hedging Policy
The Company’s Insider Trading Policy provides that directors, officers and team members of the Company may not engage in the following with regard to equity securities of the Company held, directly or indirectly, by such persons or granted to such persons as part of his or her compensation: (a) short-term trading (generally defined as selling Company securities within six months following a purchase); (b) short sales (selling Company securities the seller does not own); (c) transactions involving publicly traded options or other derivatives, such as trading in puts or calls in Company securities; or (d) hedging transactions. The foregoing restrictions also apply to immediate family members of directors, officers and team members, which consist of any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and any person (other than a tenant or employee) sharing the household of the director, officer or team member.
Board Meetings
During 2018,2020, the Board of Directors held five meetings.meetings, the majority of which were held during the COVID pandemic. Additionally, management frequently communicated with the Board throughout the year on various topics, including to provide updates around the Company’s COVID response. Each director then servingof our directors attended at least 75% of the aggregate of the total number of meetings of the Board of Directors held during the period in 2020 that such director served and the total number of meetings held by any of the committees of the Board of Directors on which such director served during such period.
The Board’s Role in Risk Oversight
The Board of Directors oversees the Company’s risk management process. The Board oversees a Company-wide approach to risk management, designed to enhance stockholder value, support the achievement of strategic objectives and improve long-term organizational performance. The Board determines the appropriate level of risk for the Company generally, assesses the

specific risks faced by the Company and reviews the steps taken by management to manage those risks. The Board’s involvement in setting the Company’s business strategy facilitates these assessments and reviews, culminating in the development of a strategy that reflects both the Board’sBoard��s and management’s consensus as to appropriate levels of risk and the appropriate measures to manage those risks. Pursuant to this structure, risk is assessed throughout the enterprise,
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focusing on risks arising out of various aspects of the Company’s strategy and the implementation of that strategy, including financial, legal/compliance, operational/strategic, health and safety, and compensation risks. The Board also considers risk when evaluating proposed transactions and other matters presented to the Board, including acquisitions and financial matters.
While the Board maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas. In particular, the Audit Committee reviews and discusses the Company’s practices with respect to risk assessment and risk management. The Audit Committee also focuses on financial risk, including internal controls, and discusses the Company’s risk profile with the Company’s independent registered public accounting firm. In addition, the Audit Committee oversees the Company’s compliance program with respect to legal and regulatory requirements, including the Company’s codes of conduct and policies and procedures for monitoring compliance. The Audit Committee also receives regular reports on the Company’s cybersecurity compliance and risk management practices, including its compliance with the Payment Card Industry (PCI) Data Security Standard (DSS), its implementation of data security solutions and risk evaluation, and its insurance coverages. The Compensation Committee periodically reviews compensation practices and policies to determine whether they encourage excessive risk taking, including an annual review of management’s assessment of the risk associated with the Company’s compensation programs covering its employees,team members, including executives, and discusses the concept of risk as it relates to the Company’s compensation programs. The Nominating and Corporate Governance Committee oversees sustainability and human capital management related risks. Management regularly reports on applicable risks to the relevant committee or the Board, as appropriate, including reports on significant Company projects, with additional review or reporting on risks being conducted as needed or as requested by the Board and its committees.
Board Committees
Audit Committee
Our Audit Committee, which met sevenfive times in 2018,2020, is currently composed of Mary Egan, Robert Hartnett, Jeffrey Jones and Jeffrey Jones.Shawn Taylor, each of whom is a non-employee, independent member of our Board of Directors. Mr. Jones is the Chairman of the Audit Committee and our Audit Committee financial expert, as currently defined under SEC rules. Each member of the Audit Committee meets the requirements for financial literacy under the applicable Nasdaq rules. All of our Audit Committee members meet the additional, heightened independence criteria applicable to directors serving on the Audit Committee under Nasdaq rules and SEC rules.
The Audit Committee operates under a written charter, available on our website at investor.noodles.com/corporate-governance.cfm, that satisfies the applicable standards of the SEC and the listing requirements of Nasdaq, and oversees our corporate accounting and financial reporting process. The Audit Committee conducts its activities in a manner designed to emphasize the importance of an environment that supports integrity in the financial reporting process.
The Audit Committee’s responsibilities include, but are not limited to:


•appointing, compensating, retaining and overseeing our independent registered public accounting firm;firm and evaluating its performance;
•approving in advance all audit and permissible non-audit services to be provided by the outside auditor, and establishing policies and procedures for the pre-approval of audit and permissible non-audit services to be provided by the outside auditor;
•at least annually, reviewingconsidering the independence of the outside auditor;auditor and, consistent with rules of the Public Company Accounting Oversight Board (“PCAOB”), obtaining and reviewing reports by the outside auditor describing any relationships between the outside auditor, and the Company or individuals in financial reporting oversight roles at the Company, that may reasonably be thought to bear on the outside auditor’s independence and discussing with the outside auditor the potential effects of any such relationships on independence;
•at least annually, obtaining and reviewing a report by the outside auditor describing, among other things, its internal quality-control procedures;
•meeting to review and discuss with management and the outside auditor the annual audited and quarterly financial statements of the Company and the independent auditor’s reports related to the financial statements;
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•receiving reports from the outside auditor and management regarding, and reviewing and discussing the adequacy and effectiveness of, the Company’s internal controls, including any significant deficiencies in internal controls and significant changes in internal controls reported to the Audit Committee by the outside auditor or management;
•receiving reports from management regarding, and reviewing and discussing the adequacy and effectiveness of, the Company’s disclosure controls and procedures;
•reviewing and discussing earnings press releases, and corporate practices with respect to earnings

press releases and financial information and earnings guidance provided to analysts;analysts and ratings agencies;
•overseeing the Company’s compliance program with respect to legal and regulatory requirements, including the Company’s Codes of Business Conduct and Ethics and the Company’s policies and procedures for monitoring compliance;
•reviewing and discussing the Company’s practices with respect to risk assessment and risk management;
•establishing and overseeing procedures for handling reports of potential misconduct; and
•establishing and periodically reviewing policies and procedures for the review, approval and ratification of related party transactions.

Compensation Committee

Our Compensation Committee, which met foursix times in 2018,2020, is currently composed of Scott DahnkeRobert Hartnett, Jeffrey Jones, Drew Madsen and Jeffrey Jones,Elisa Schreiber, each of whom is a non-employee, independent member of our Board of Directors. Mr. Dahnke is theHartnett serves as Chairman of the Compensation Committee. Francois Dufresne served as a member of the Compensation Committee in 2018 and up through his resignation from the Board of Directors on March 4, 2019. Effective as of the 2019 Annual Meeting, the Compensation Committee will consist of Mr. Jeffrey Jones and Messrs. Robert Hartnett and Drew Madsen each of whom is also a non-employee, independent member of our Board of Directors. Mr. Hartnett will serve as Chairman of the Committee. The Compensation Committee operates under a written charter, available on our website at investor.noodles.com/corporate-governance.cfm, that satisfies the applicable standards of the SEC and Nasdaq. The Compensation Committee’s responsibilities include, but are not limited to:

•overseeing the Company’s overall compensation philosophy, policies and programs, and assessing whether the Company’s compensation philosophy establishes appropriate incentives for management and employees;team members;
•reviewing and approving corporate goals and objectives relevant to the compensation of the CEO, evaluating the CEO’s performance in light of those goals and objectives and, upon submitting such goals and performance evaluation to the independent directors of the Board meeting in executive session for consideration, set the CEO’s compensation level based on this evaluation, and approve the grant of equity awards to the CEO;
•setting the compensation of other executive officers based upon the recommendation of the CEO and approve the terms and grant of equity awards tofor such other executive officers;
•administering and making recommendations to the Board with respect to the Company’s incentive compensation and equity-based compensation plans that are subject to Board approval;
•approving the terms and grant of equity awards for executive officers;
•reviewing and approving the design of other benefit plans pertaining to executive officers;
•approving, and amending or modifying, the terms of other compensation and benefit plans as appropriate;
hiring and reviewing the recommendations and analysis of the third-party compensation consultant employed by the Compensation Committee;
•reviewing and recommending to the Board any employment and severance arrangements for executive officers, including employment agreements and change-in-control provisions, plans or agreements;
•annually reviewing the compensation of directors for service on the Board and its committees and recommending changes in compensation to the Board as appropriate;
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•overseeing the assessment of risks related to the Company’s compensation policies and programs;programs applicable to officers and team members, and review the results of this assessment; and
•annually reviewingconducting an assessment of any potential conflicts of interest required to be disclosed and raised by the work of any compensation consultants.


Pursuant to the terms of its charter, the Compensation Committee may delegate its duties and responsibilities to one or more subcommittees, consisting of not less than two members of the Committee.

Our Executive Chairman, Paul Murphy, makes recommendations to the Compensation Committee regarding the compensation of the other executive officers of the Company.
Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee is, or has at any time been, an officer or employee of the Company. None of our executive officers currently serves, or in the past year has served, as a member of the Board of Directors or Compensation Committee of any other entity that has one or more executive officers serving on our Board of Directors or Compensation Committee. No directors served on the Compensation Committee in 20182020 other than Messrs. Dahnke, Dufresne,Messrs Hartnett, Jones and Jones. Mr. Dufresne resigned from the Board in March 2019.Madsen and Ms. Schreiber.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee, which met twicefour times in 2018,2020, is currently composed of Mr. Scott Dahnke whoMary Egan, Drew Madsen, Elisa Schreiber and Shawn Taylor, each of whom is a non-employee, independent member of our Board of Directors. Mr. Dahnke is the Chairman of the Nominating and Corporate Governance Committee. Francois DufresneJones served as a member of the Nominating and Corporate Governance Committee in 2018 and up through his resignation from the Board of Directors on March 4, 2019. Effective2020 until April 30, 2020. Ms. Egan serves as of the 2019 Annual Meeting, Mr. Dahnke will no longer serve on our Board of Directors, and Ms. Mary Egan and Messrs. Jeffrey Jones and Drew Madsen will become membersChairman of the Nominating and Corporate Governance Committee. Ms. Egan will serve as Chairman of the Committee. The Nominating and Corporate Governance Committee operates under a written charter, available on our website at investor.noodles.com/corporate-governance.cfm, that satisfies the applicable standards of the SEC and Nasdaq. The Nominating and Corporate Governance Committee’s responsibilities include, but are not limited to:

•developing and recommending to the Board criteria for Board membership;identifying and evaluating director candidates and periodically review these criteria;
•assessing the contributions and independence of incumbent directors in determining whether to recommend them for re-election;
•identifying, reviewing the qualifications of and recommendingrecruiting candidates for election to the Board;
•establishing procedures for the consideration of Board candidates recommended for the Committee’s consideration by the Company’s stockholders;
•recommending to the Board the Company’s candidates for election or re-election to the Board at each annual stockholders’ meeting;
•recommending to the Board candidates to be elected by the Board as necessary to fill vacancies and newly created directorships;
•developing and recommending to the Board a set of corporate governance principles, and annually reviewing those principles and recommending changes to the Board as appropriate;
•making recommendations to the Board concerning the size, structure, composition and functioning of the Board and its committees; and
•recommending committee members and chairpersons to the Board for appointment.
Policy Regarding Stockholder Recommendations
The Company identifies new director candidates through a variety of sources. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders in the same manner it considers other candidates, as described below. Stockholders seeking to recommend candidates for consideration by the Nominating and Corporate Governance Committee should submit a recommendation in writing describing the candidate’s qualifications and other relevant biographical information and provide confirmation of the candidate’s consent to serve as director. Please submit this information to the Corporate Secretary, Noodles & Company, 520 Zang Street, Suite D, Broomfield, CO 80021, or by email at investorrelations@noodles.com.
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Stockholders may also propose director nominees by adhering to the advance notice procedure described under “Stockholder Proposals” elsewhere in this Proxy Statement.


Director Qualifications

The Nominating and Corporate Governance Committee and the Board believe that candidates for director should have certain minimum qualifications, including, without limitation:

•    demonstrated business acumen and leadership, and high levels of accomplishment;
•ability to exercise sound business judgment and to provide insight and practical wisdom based on experience;
•commitment to understand the Company and its business, industry and strategic objectives;
•integrity and adherence to high personal ethics and values, consistent with our Code of Business Conduct and Ethics;
•ability to read and understand financial statements and other financial information pertaining to the Company;
•commitment to enhancing stockholder value;
•willingness to act in the interest of all stockholders; and
•for non-employee directors, independence under Nasdaq listing standards and other applicable rules and regulations.regulations; and
•diversity of backgrounds, skills, experiences, and characteristics that help us to reflect the diversity of the Company’s shareholders, team members, guests and the communities we serve.
In the context of the Board’s existing composition, other requirements, such as restaurant industry experience or experience in a particular business discipline, that are expected to contribute to the Board’s overall effectiveness and meet the needs of the Board and its committees may be considered. The Company values diversity on a company-wide basis and seeks to achieve diversity of occupational and professional backgrounds on the Board, but has not adopted a specific policy regarding Board diversity.including on the basis of gender, race and ethnicity. We assess qualifications of our directors as part of the Board’s annual self-evaluation process.

The Nominating and Corporate Governance Committee consults with other members of the Board of Directors and with the Company’s management in identifying and evaluating candidates for director.



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PROPOSAL NO. 2—ADVISORY (NON-BINDING) VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

We are providing our stockholders with the opportunity to vote, on an advisory basis, to approve the compensation of the named executive officers (“NEOs”) identified in this Proxy Statement.
Stockholders are urged to review the “Compensation Discussion and Analysis,” “Compensation Committee Report” and “Executive Compensation” sections of this Proxy Statement for more information.
We are asking our stockholders to indicate their support for our NEOs’ compensation by voting FOR the following resolution at the Annual Meeting:
“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company’s proxy statement for the 20192021 Annual Meeting pursuant to the compensation disclosure rules of the United States Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure).”
This is a non-binding advisory vote and, therefore, its outcome does not mandate any particular action. However, our Board and our Compensation Committee will carefully consider the outcome of this vote when making future decisions regarding the compensation of our NEOs. In addition, assuming our stockholders vote for “1 year” in Proposal 3 below, we expect to hold our next advisory vote to approve the compensation of our named executive officers at the 20202022 Annual Meeting of Stockholders.

The Board of Directors recommends a vote FOR the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers.


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PROPOSAL NO. 3—ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES
TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Pursuant to section 14A of the Exchange Act, we are submitting the frequency of advisory votes to approve the compensation of our named executive officers to an advisory (non-binding) vote of our stockholders. In voting on the proposal, stockholders may indicate whether they would prefer that we conduct future advisory votes to approve executive compensation every “1 year,” “2 years,” or “3 years.” Stockholders also may, if they wish, abstain from voting on this proposal.
Our board of directors has determined that an advisory vote every “1 year” to approve our executive compensation is the most appropriate approach for the Company and its stockholders. In making this recommendation, our board of directors considered that an annual advisory vote to approve executive compensation allows our stockholders to provide us with timely and direct input on our compensation policies, programs and practices.
Our board of directors recommends that you vote for “1 year” with respect to the advisory vote on the frequency of approval of our executive compensation. This vote is advisory and not binding on the Company or our board of directors. However, our board of directors intends to evaluate the voting results on this proposal in determining how frequently the Company will submit advisory votes to approve our executive compensation to our stockholders.
The proxy card provides stockholders with the opportunity to choose among four options (holding the vote every 1 year, 2 years or 3 years, or abstaining). Because it is possible that no option will receive the majority in voting power of the stock entitled to vote on this Proposal No. 3, we will consider the option that receives the highest support from our stockholders as the option recommended by our stockholders.

The Board of Directors recommends a vote FOR the frequency of “1 year”.



PROPOSAL NO. 4—RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 20192021

The Audit Committee of the Board of Directors has selected Ernst & Young LLP, or Ernst & Young, to be the Company’s independent registered public accounting firm for the year ending December 31, 2019,28, 2021, and recommends that the stockholders vote for ratification of such appointment. Ernst & Young has been engaged as our independent registered public accounting firm since 2009. As a matter of good corporate governance, the Audit Committee has requested the Board of Directors to submit the selection of Ernst & Young as the Company’s independent registered public accounting firm for 20192021 to stockholders for ratification. In the event of a negative vote on such ratification, the Audit Committee will reconsider its selection.selection but may nonetheless continue to retain Ernst & Young. Even if the selection Ernst & Young is ratified, the Audit Committee may select another auditor if it determines doing so to be in the best interests of the Company and shareholders. We expect representatives of Ernst & Young to be present at the Annual Meeting. They will have the opportunity to make a statement at the Annual Meeting if they desire to do so, and will be available to respond to appropriate questions.
Audit and Related Fees
The following table sets forth the aggregate fees for professional services rendered by Ernst & Young for the audit of our financial statements for 20182020 and 2017.2019.

20202019
Audit fees (1)
$747,000 $773,200 
Audit-related fees (2)
— — 
Tax fees (3)
65,000 2,640 
All other fees (4)
— — 
Total fees$812,000 $775,840 
_____________________
  2018 2017
Audit fees(1)
 $887,586
 $679,838
Audit-related fees —
 —
Tax fees —
 —
All other fees —
 —
Total fees $887,586
 $679,838
_____________________(1)Audit fees include the aggregate fees billed for each of the last two fiscal years indicated for professional services rendered by Ernst & Young for the audit of our financial statements, audit of internal control over financial reporting, interim reviews, consents and other services related to SEC matters, and related out of pocket expenses, notwithstanding when the services were rendered.
(1)2018 and 2017 audit fees relate to the audit of our financial statements, 2018 audit of internal control over financial reporting, interim reviews, consents and other services related to SEC matters, and related out of pocket expenses, notwithstanding when the fees and expenses were billed or when the services were rendered.
(2)Audit-related fees include the aggregate fees billed for each of the last two fiscal years indicated for assurance and related services rendered by Ernst & Young that are reasonably related to the performance of the audit or review of our financial statements and are not reported under Audit fees.
(3)Tax fees include the aggregate fees billed for each of the last two fiscal years indicated for professional services and products provided by Ernst & Young for tax compliance, tax advice and tax planning.
(4)All other fees include the aggregate fees billed for each of the last two fiscal years indicated for products and services provided by Ernst & Young, other than the services reported as Audit fees, Audit-related fees or Tax fees.
The Board of Directors adopted a written policy for the pre-approval of certain audit and non-audit services that Ernst & Young provides. The policy balances the need for independence of Ernst & Young while recognizing that in certain situations Ernst & Young may possess both the technical expertise and knowledge of the Company to best advise the Company on issues and matters in addition to accounting and auditing. In general, the Company’s independent registered public accounting firm cannot be engaged to provide any audit or non-audit services unless the engagement is pre-approved by the Audit Committee. Certain services may also be pre-approved by the Chairman of the Audit Committee under the policy. All of the fees identified in the table above were pre-approvedapproved in accordance with SEC requirements and pursuant to the policies and procedures described above.

The Board of Directors recommends a vote FOR the ratification of the appointment of ERNST & YOUNG LLP for the year ending December 31, 2019.28, 2021.

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EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes information as of January 1, 2019,March 2, 2021, about shares of common stock that may be issued under our equity compensation plans.     
Plan categoryNumber of securities to be issued upon exercise of outstanding options, warrants and rights (a)
Weighted-average exercise price of outstanding options and warrants
(b)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders (1)
2,073,571 $12.58 3,621,123 
Equity compensation plans not approved by security holders— — — 
Total2,073,571 $12.58 3,621,123

(1)Includes in column (a) 930,917 shares of Class A common stock issuable upon exercise of options outstanding under the Company’s Stock Incentive Plan and 1,142,654 gross number of shares of Class A common stock underlying outstanding restricted stock units (“RSUs”). The shares underlying the outstanding RSUs are not included in the calculation of the Weighted-Average Exercise Price in column (b). Includes in column (c) 3,075,442 shares of Class A common stock available for issuance upon exercise of future grants under the Company’s Stock Incentive Plan and 545,681 shares of Class A common stock available for future issuance under the Company’s Employee Stock Purchase Plan. Material features of the Company’s Stock Incentive Plan and Employee Stock Purchase Plan are set forth in Note 9, Stock-Based Compensation and Note 11, Employee Benefit Plans, to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 29, 2020.


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Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) 
Weighted-average exercise price of outstanding options and warrants
(b)
 Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders(1)
 2,111,188
 $11.69
 4,095,325
Equity compensation plans not approved by security holders —
 —
 —
Total 2,111,188
 $11.69
 4,095,325

(1)Includes in column (a) 1,174,256 shares of Class A common stock issuable upon exercise of options outstanding under the Company’s Stock Incentive Plan, 28,850 shares of Class B common stock issuable upon exercise of a warrant granted to a consultant, and 908,082 gross number of shares of Class A common stock underlying outstanding restricted stock units (“RSUs”). The shares underlying the outstanding RSUs are not included in the calculation of the Weighted-Average Exercise Price in column (b). Includes in column (c) 3,485,876 shares of Class A common stock available for issuance upon exercise of future grants under the Company’s Stock Incentive Plan and 609,449 shares of Class A common stock available for future issuance under the Company’s Employee Stock Purchase Plan. Material features of the Company’s Stock Incentive Plan and Employee Stock Purchase Plan are set forth in Note 9, Stock-Based Compensation and Note 11, Employee Benefit Plans, to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 1, 2019.



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the beneficial ownership of Class A and Class B of our common stock as of March 18, 2019February 19, 2021 (except where otherwise noted below) for:
•each stockholder known by us to be the beneficial owner of more than 5.0% of any class of our outstanding shares of common stock;
•each of our directors and director nominees;
•each of our named executive officers; and
•all of our directors and executive officers as a group.
We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of our common stock that they beneficially own, subject to applicable community property laws.
Applicable percentage ownership in the following table is based on 43,933,03945,357,796 shares of common stock outstanding as of March 18, 2019February 19, 2021 (all of which were Class A common stock), unless otherwise indicated in the footnotes below. In computing the number of shares of common stock beneficially owned by a person or entity and the percentage ownership of that person or entity, we deemed to be outstanding all shares of common stock subject to options or other convertible securities held by that person or entity that are currently exercisable or exercisable within 60 days of March 18, 2019.February 19, 2021. Under the SEC rules, we did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Noodles & Company, 520 Zang Street, Suite D, Broomfield, CO 80021.

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 Shares of Common Stock Beneficially Owned
 Shares Percent
Name and Address of Beneficial Owner   
    
Stockholders owning more than 5%   
Entities affiliated with L Catterton(1)
8,173,858
 18.6%
Entities affiliated with Mill Road Capital(2)
4,819,829
 11.0%
Argentia Private Investments Inc.(3)
4,363,661
 9.9%
Timothy M. Riley (4)
3,144,000
 7.2%
    
Named Executive Officers and Directors   
Paul Murphy (5)
51,632
 *
Dave Boennighausen (6)
198,726
 *
Ken Kuick—
 *
Susan Daggett—
 *
Chas Hermann (7)
12,464
 *
Melissa Heidman (8)
20,739
 *
Scott Dahnke (1)
8,173,858
 18.6%
Andrew Taub—
 *
Thomas Lynch (2)
4,819,829
 11.0%
Robert Hartnett96,606
 *
Jeffrey Jones (9)
33,695
 *
Drew Madsen8,960
 *
Mary Egan8,960
 *
    
All Executive Officers and Directors as a Group (15) (10)
13,505,682
 30.7%
Shares of Common Stock Beneficially Owned
SharesPercent
Name and Address of Beneficial Owner
Stockholders owning more than 5%
Entities affiliated with FMR LLC (1)
6,655,797 14.7 %
Entities affiliated with Mill Road Capital (2)
4,826,423 10.6 %
Woodson Capital Master Fund, LP (3)
3,825,000 8.4 %
Timothy M. Riley (4)
3,674,400 8.1 %
BlackRock, Inc. (5)
2,249,256 5.0 %
Named Executive Officers and Directors
Dave Boennighausen (6)
313,082 *
Carl Lukach— *
Stacey Pool (7)
14,555 *
Melissa Heidman (8)
49,912 *
Brad West (9)
52,063 *
Ken Kuick5,737 *
Mary Egan24,354 *
Robert Hartnett112,000 *
Jeffrey Jones (10)
60,438 *
Drew Madsen24,354 *
Elisa Schreiber12,562 *
Shawn Taylor2,801 *
All Executive Officers and Directors as a Group (14) (11)
749,650 1.6 %
*        Indicates ownership of less than one percent.    
__________________________

(1)
Based on (1) the information as of November 28, 2018 included in the most recently available Schedule 13D/A filed with the SEC on November 29, 2018, which reflects the securities beneficially owned, or that may be deemed to be beneficially owned (including common stock exercisable pursuant to warrants) by Catterton-Noodles, LLC, certain of its subsidiaries and affiliates (including L Catterton), and other companies (collectively, the “Catterton Reporters”) and (2) subsequent information known to the Company. In its Schedule 13D/A Catterton Reporters disclosed having shared voting power and shared dispositive power over 8,173,858 shares. Scott Dahnke is a Global Co-CEO of LCatterton, and in such capacity, has voting and investment control over the securities. Mr. Dahnke disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The principal business address of L Catterton is 599 West Putnam Avenue, Greenwich, CT 06830.
(2)Based on (1) the information as of November 28, 2018 included in the most recently available Schedule 13D/A filed with the SEC on November 30, 2018, which reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by Mill Road Capital II, Mill Road Capital II GP LLC, the general partner of Mill Road (“Mill Road GP”), and Thomas E. Lynch and Scott P. Scharfman, each of whom is a management committee director of Mill Road GP and (2) subsequent information known to the Company. Each of Mill Road and Mill Road GP disclosed having sole voting power and sole dispositive power over 15,792
(1)Based upon information set forth on Schedule 13G filed by FMR LLC (“FMR”) with the SEC on or about February 8, 2021. Fidelity Management & Research Company (“Fidelity”), a wholly-owned subsidiary of FMR and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 6,655,797 shares of our common stock as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. FMR also disclosed having sole voting power over 1,674,400 shares of our common stock. Abigail P. Johnson and FMR, through its control of Fidelity, and the funds each has sole power to dispose of the 6,655,797 shares owned by the funds. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR representing 49% of the voting power of FMR. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act ("Fidelity Funds") advised by Fidelity Management & Research Company LLC ("FMR Co. LLC"), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds' Boards of Trustees. FMR Co. LLC carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees. VIP Mid Cap Portfolio (“VIP”) further reported sole voting power over , and aggregate ownership of, 2,939,212 shares of our Class A common stock, and each of Messrs. Lynch and Scharfman disclosed having shared voting power and shared dispositive power over 4,804,037 shares of our Class A common stock. Each of Messrs. Lynch and Scharfman disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The principal business address of each such person is 382 Greenwich Avenue, Suite One, Greenwich, CT 06830.
(3)Based on (1) the information as of November 28, 2018, included in the most recently available Schedule 13D/A filed with the SEC on November 30, 2018, which reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by Argentia Private Investments Inc. (“Argentia”), which is affiliated with the Public Sector Pension Investment Board (“PSP Investments”), a Canadian Crown Corporation (collectively, the “Argentia Reporters”) and (2) subsequent information known to the Company. Argentia Reporters disclosed having sole voting and dispositive power over 4,363,661 shares of our Class A common stock held by Argentia. Neil Cunningham is President and CEO of PSP Investments. He is also President of Argentia.  Darren Baccus is Director of Argentia and Senior Vice President and Global Head, Real Estate and Natural Resources. Marie-Claude Cardin is director of Argentia and Vice

President, Finance and Administration of PSP Investments. In such capacities, Mr. Cunningham, Mr. Baccus and Ms. Cardin have investment control over such securities. Guthrie Stewart, Senior Vice President and Global Head, Private Investments, and Stephanie Lachance, Vice President, Responsible Investment of PSP Investments, have voting control over such securities on behalf of Argentia. Mr. Cunningham, Mr. Bacchus, Ms. Cardin, Mr. Stewart and Ms. Lachance disclaim beneficial ownership of such securities. The principal business address of Argentiathe reporting persons is 1250 Réne Lévesque Boulevard West,245 Summer Street, Boston, MA 02210.
(2)Based on the information as of November 28, 2018 included in the most recently available Schedule 13D/A filed with the SEC on November 30, 2018 and a Form 4 filed with the SEC on February 11, 2021, which reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by Mill Road Capital II, L.P. (“Mill Road”), Mill Road Capital II GP LLC, the general partner of Mill Road (“Mill Road GP”), and Thomas E. Lynch and Scott P. Scharfman, each of whom is a management committee director of Mill Road GP. Each of Mill Road and Mill Road GP disclosed having sole voting power and sole dispositive power over 22,386 shares of our Class A common stock, and each of Messrs. Lynch and Scharfman disclosed having shared voting power and shared dispositive power over 4,804,037 shares of our Class A common stock. Each of Messrs. Lynch and Scharfman disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The principal business address of each such person is 382 Greenwich Avenue, Suite 1400, Montreal, Quebec, Canada H3B 5E9.
(4)Based on the information as of December 31, 2018 included in the most recently available Schedule 13G/A filed with the SEC on January 8, 2019, which reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by Timothy M. Riley. Timothy M. Riley disclosed having sole voting and dispositive power over 3,100,000 shares and shared (with Angela A. Riley) voting and dispositive power over 20,000 shares. Ms. Angela A. Riley also disclosed having sole voting and dispositive power over 24,000 shares. The principal address of Timothy M. Riley and Angela A. Riley is P.O. Box 2113, Darien, CT 06820.
(5)Includes options to purchase 25,000 shares of our Class A common stock which will be exercisable within 60 days of March 18, 2019.
(6)Includes options to purchase 180,566 shares of our Class A common stock which will be exercisable within 60 days and 4,552 shares subject to RSUs which will vest and settle within 60 days of March 18, 2019.
(7)Includes options to purchase 6,250 shares of our Class A common stock which are exercisable or will be exercisable within 60 days of March 18, 2019.
(8)Includes options to purchase 20,384 shares of our Class A common stock which are exercisable or will be will be exercisable within 60 days of March 18, 2019.
(9)Includes options to purchase 14,117 shares of our Class A common stock are which are exercisable or will be exercisable within 60 days of March 18, 2019.
(10)Includes warrants to purchase 1,913,793 shares of our Class A common stock and options to purchase 311,785 shares of our Class A common stock which are exercisable or will be exercisable within 60 days of March 18, 2019, and 5,446 shares subject to RSUs which will vest and settle within 60 days of March 18, 2019.

One, Greenwich, CT 06830.

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(3)Based on the information as of December 31, 2020 included in the most recently available Schedule 13G/A filed with the SEC on February 16, 2021 which reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by Woodson Capital Master Fund, LP (“Woodson Master”), Woodson Capital General Partner, LLC, the general partner of Woodson Master (“Fund General Partner”), Woodson Capital Management, LP, the investment manager of Woodson Master (“Investment Manager”), Woodson Capital GP, LLC, the general partner of the Investment Manager (“Investment Manager General Partner”) and James Woodson Davis, the sole managing member of the Investment Manager General Partner (“Woodson”). Woodson Master disclosed having shared voting power and shared dispositive power over and aggregate ownership of 3,551,055 shares of our Class A common stock. Each of the Fund General Partner, the Investment Manager, the Investment Manager General Partner, and Woodson disclosed having shared voting power and shared dispositive power over 3,825,000 shares of our Class A common stock. The shares reported for Woodson Master are owned directly by it. Each of the Fund General Partner, the Investment Manager, the Investment Manager General Partner and Woodson may be deemed to be a beneficial owner of all such shares owned by Woodson Master. Each of the Fund General Partner, the Investment Manager, the Investment Manager General Partner and Woodson disclaims any beneficial ownership of any such shares. The principal address of Woodson Master is Maples Corporate Services Limited, Ugland House Grand Cayman, KY1-1104 Cayman Island. The principal address of all other reporting persons is 101 Park Avenue, 48th Floor, New York, NY 10178.
(4)Based on the information as of December 31, 2020 included in the most recently available Schedule 13G/A filed with the SEC on January 13, 2021, which reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by Timothy M. Riley and Angela A. Riley. Timothy M. Riley disclosed having sole voting and dispositive power over 3,620,000 shares and shared voting and dispositive power over 10,000 shares. Ms. Angela A. Riley disclosed having sole voting and dispositive power over 44,400 shares and shared voting and dispositive power over 10,000 shares. The principal address of Timothy M. Riley and Angela A. Riley is P.O. Box 2113, Darien, CT 06820.
(5)Based on the information as if December 31, 2020 included in the most recently available Schedule 13G filed with the SEC on February 2, 2021, which reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by BlackRock, Inc. (“BlackRock”). BlackRock disclosed having sole voting power over 2,228,387 shares and sole dispositive power over 2,249,256 shares. The principal address of BlackRock is 55 East 52nd Street, New York, NY 10055.
(6)Includes options to purchase 265,697 shares of our Class A common stock which will be exercisable within 60 days of February 19, 2021.
(7)Includes options to purchase 13,043 shares of our Class A common stock which will be exercisable within 60 days of February 19, 2021.
(8)Includes options to purchase 42,217 shares of our Class A common stock which will be exercisable within 60 days of February 19, 2021.
(9)Includes options to purchase 32,414 shares of our Class A common stock which will be exercisable within 60 days of February 19, 2021.
(10)Includes options to purchase 14,117 shares of our Class A common stock which will be exercisable within 60 days of February 19, 2021.
(11)Includes options to purchase 418,912 shares of our Class A common stock which will be exercisable within 60 days of February 19, 2021.




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EXECUTIVE OFFICERS
Set forth below are our executive officers, including related biographical information.
Name
Age(1)
Position
Paul Murphy64Executive Chairman
Dave Boennighausen4143CEOChief Executive Officer
Ken KuickCarl Lukach5040CFOChief Financial Officer
Chas HermannStacey Pool5644Chief BrandMarketing Officer
Melissa Heidman5153Executive Vice President, General Counsel and Secretary
Brad West6163Chief Operating Officer
Corey Kline43Executive Vice President, of OperationsTechnology
Kathy Lockhart5456Chief Accounting Officer
Sue Petersen56Executive Vice President, Inclusion, Diversity and ControllerPeople
_____________
(1)As of March 18, 2019
Paul Murphy(1)Information regarding Paul Murphy is described above under “Nominees for Election as Class III Directors.”As of March 2, 2021
Dave Boennighausen Information regarding Dave Boennighausen is described above under “Nominees for Election as Class III“Continuing Directors.”
Ken Kuick Carl Lukachhas served as our CFO since November 2018. Mr. Kuick has over 25 years of experience in finance and accounting leadership roles. Prior to joining us, he most recently served as Chief Accounting Officer of VICI Properties Inc., a real estate investment trust specializing in casino properties, from October 2017 to August 2018, where he was responsible for accounting, consolidated financial operations, capital market transactions, treasury, internal audit, tax and external reporting. Prior to that, Mr. Kuick served as Chief Accounting Officer of Caesars Entertainment Operating Company, a subsidiary of Caesars Entertainment Corporation, from November 2014 to October 2017, and from December 2011 to November 2014, he served as Vice President, Assistant Controller for Caesars Entertainment Corporation. Mr. Kuick is a Certified Public Accountant and earned his Bachelor of Science degree in Accounting and Business Systems from Taylor University.
Chas Hermann has served as our Chief BrandFinancial Officer since March 2018.November 2020. Prior to joining us, Mr. Hermann providedNoodles, Carl was the VP Finance at Equinox from September 2016 until November 2020. Equinox is the namesake brand within Equinox Group, a privately held high-growth collective of influential lifestyle and digital brands. In this role, he oversaw finance, treasury, tax, strategic planning and financial operations, in addition to investor management and capital fund raising. Prior to Equinox, he was Senior Director, Finance and Corporate Development for Abercrombie & Fitch (“A&F”) an American retailer focused on
casual wear, from September 2014 until September 2016. At A&F, he led the expansion of the A&F and Hollister brands through outlet growth and new venture initiatives, including franchising, licensing, wholesale, and acquisitions. Prior to A&F, Carl was an investment banker at Credit Suisse from July 2003 until June 2005, and again from March 2006 until September 2014. During his time at Credit Suisse, his industry focus was in food and retail businesses, and he was responsible for advising clients in capital fund raising and M&A transactions. Between his positions at Credit Suisse, he was an Associate at Bear Stearns in the equity research department. He holds a bachelor’s degree in finance and psychology from Georgetown University.

Stacey Pool has served as our Chief Marketing Officer since December 2019. Prior to joining the Company, Stacey held a variety of leadership roles at Vail Resorts, Inc., a publicly held resort management company, including Sr. Vice President of Season Pass Marketing, from April 2019 through November 2019, Chief of Staff to the CEO, from June 2018 through April 2019, and Vice President of Digital Experience, from October 2014 through June 2018. During her time at Vail Resorts, Ms. Pool was responsible for leading and executing marketing campaigns for the Epic Pass brand and delivering the strategic vision for the Vail Resorts digital experience.  Her specific responsibilities as Sr. VP of Marketing included the development of the season pass marketing plan, understanding and influencing guest behavior in order to drive repeat visitation, and ongoing analysis of the season pass business. Additionally, during her time there, she was hired as the Chief of Staff to the CEO where she managed executive communication and deliverables for the most strategic company initiatives. Before joining Vail Resorts, Ms. Pool was at Nike, Inc., where she defined the vision and strategy for the NIKEiD.com digital experience. Prior to Nike, she worked in consulting services through Chas Hermann Consulting, a consulting services company he founded in 2008, with a focus on marketing, brand strategy, product developmentat Accenture, where she supported both Verizon Wireless and finance in high growth organizations. Through his consulting business he worked with Papa Murphy’s, Del Taco and Redbox among others. His prior experience included executive marketing and merchandising positions with The Coffee Bean and Tea Leaf, Commerce Bank, Starbucks Coffee Company and Universal Studios, Inc. He receivedQwest Communications. Stacey holds a Bachelor of Science degree in AccountingBusiness Administration from the University of Florida.Arizona.
Melissa Heidman has served as Executive Vice President, General Counsel and Secretary since June 2018. Prior to that time she served as Associate General Counsel from August 2011 to September 2015, as Vice President and Associate General Counsel from September of 2015 until December 2017 and as Vice President, Acting General Counsel and Secretary from December of 2017 until June 2018. Prior to joining Noodles & Company, Ms. Heidman was Special Counsel in the law firm of Berg Hill Greenleaf & Ruscitti. She began her career serving as a Law Clerk for the District Court of Iowa, the Iowa Supreme Court and, later, as Law Clerk and Staff Attorney for the Superior Court of Guam. Ms. Heidman received a BA in Political Science from the University of Iowa and received a J.D. from Drake University Law School.

Brad West has served as our Chief Operating Officer since March 2021. Prior to that time he served as Executive Vice President of Operations sincefrom September 2017.2017 to February 2021. Mr. West has an extensive background in leading and directing company and franchise operations, including training in the restaurant industry over the past 40 years. Prior to joining us, he served as Vice President, Operations of Smoothie King Franchises, Inc. from 2014 through August 2017, whose principal business was the sale of smoothies and retail merchandise including vitamins, minerals, protein powders and power bars. Prior
19

to that role, he was Chief Operating Officer of ACG Pizza Partners LLC, and he had earlier spent 15 years at Einstein’s, most recently as Senior Vice President, Non-Traditional Business, where he was responsible for the operations, development and growth of over 250 Einstein Bros. Bagels license locations. Mr. West also held key operational roles at CEC Entertainment, Inc., Applebee’s International, Inc. franchise groups and S&A Restaurant Corporation.
Corey Kline has served as Executive Vice President, Technology since March 2021. He joined Noodles in September of 2011 as Director of IT and assumed responsibility as Vice President of IT in July 2016, a position he held through February 2021. Prior to joining Noodles, Corey worked at Famous Dave’s from March 2007 through September 2011 where he was Enterprise Applications and Risk Manager. Prior to his time in the restaurant industry Corey worked as a technology audit professional at Jefferson Wells from October 2005 to March 2006 and as a telecom technology consultant at Accenture from April of 2001 to October 2005 and as a software engineer at IBM from June 2000 through April 2001. Corey earned a BA in Mathematics with a minor in Computer Science and emphasis in Secondary Education from Luther College.
Kathy Lockhart has served as our Chief Accounting Officer since August 2020. Prior to that time she served as Vice President and Controller sincefrom August 2006.2006 to July 2020. Prior to joining us, Ms. Lockhart served as the Vice President and Controller of several public and private restaurant and retail companies, including Einstein’s, Boston Market, VICORP (parent company of Village Inn and Bakers Square restaurants) and Ultimate Electronics. She received a BA degree in Business Administration and Political Science from Western Colorado State University, and she is a Certified Public AccountantCPA and CGMA.
Sue Petersen has served as Executive Vice President, Inclusion, Diversity and People since March 2021. Sue joined Noodles in February 2015 as Director of Field Talent, she was promoted to Vice President of Human Resources (“HR”) Talent in January 2016 and assumed responsibility as Vice President of Human Resources in January 2018 until her promotion in March 2021. Prior to joining Noodles, Sue worked at Walgreens from June 2009 through December 2014 where she was Regional Field HR Director for the western region providing HR leadership for 2,200 pharmacy retail locations. Prior to Walgreens, Sue worked at Quiznos from 2007 to 2009 as Director of HR. Additionally, earlier in her career, Sue worked for Rock Bottom Restaurants from 2005 to 2007 overseeing HR for the Old Chicago Brand and worked at Chipotle from 1998 to 2005 as an HR manager helping to grow the brand from 16 locations to over 500. Sue began her restaurant career working in operations with Ruby Tuesday. Sue received a memberBA in Business Management with an emphasis in HR and minor in business communications from the University of the American Institute of Certified Public Accountants.Northern Iowa.


20

COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis (“CD&A”) provides a detailed description of our executive compensation philosophy and programs, the compensation decisions the Compensation Committee has made under those programs and the factors considered in making those decisions. This Compensation Discussion and Analysis focuses on the compensation of NEOs for 2018,2020, who were:
▪NameOurTitle
Dave BoennighausenChief Executive Chairman, Paul MurphyOfficer
Carl LukachChief Financial Officer
Stacey PoolChief Marketing Officer
Melissa HeidmanExecutive Vice President, General Counsel and Secretary
Brad WestChief Operating Officer
Ken KuickFormer Chief Financial Officer (through August 21, 2020)
Our CEO, Dave Boennighausen
Our CFO, Ken Kuick
Our Interim CFO (through May 2018), Sue Daggett
Our Chief Brand Officer, Chas Hermann
Our Executive Vice President, General Counsel and Secretary, Melissa Heidman
Executive Summary
Performance Highlights
In 2018 we2020, like many in the restaurant industry, our performance was significantly increased comparable store sales, improved restaurant level margins and increased adjusted EBITDA*, all reflecting increased momentumaffected by the challenges our business faced as we executed against our strategic roadmap.a result of the global COVID-19 pandemic. The Company’s improvement in performance after the onset of the COVID pandemic highlights the company’s ability to quickly adjust to significant changes in consumer behavior. The Company’s successful launchnavigation to date, of the pandemic reflects the strength of our zucchini noodle offering in May, combined with continued momentum from ourdigital and off-premise capabilities as well as investments in the health and welfare of our off-premise businessteam members and talented operationsguests. Despite our efforts, the Company’s sales and EBITDA were adversely affected, especially in the second and fourth quarters. We believe that 2020 proved the resiliency of our teams have allowedand the core strengths of our brand, which positioned us to capitalizefor accelerated growth in the future and long-term success.
Despite the impact of the COVID pandemic on the fundamental strengthsindustry and on our business, the Company, led by the Company’s management team, maintained discipline and focus while quickly adapting and responding to the ever changing COVID landscape and the associated risks and restrictions placed on our business. Notwithstanding the significant disruption to the business caused by COVID, the Company accomplished many strategic milestones, including, but not limited to:

•Developed new operating procedures and cleaning protocols to protect the safety of the brand. We have been especially pleased with the performance of Zoodles, which is driving increased frequency from existingour guests and reintroducingteam members;
•Leveraged the brandsales opportunity available to lapsedus by pivoting to a primarily off-premise operating model and made significant investment in our digital platform and developed a new users.
Our 2018 financial performance highlights included:
System-wide comparable restaurantcurbside pick-up channel to complement our existing quick-pickup channel, resulting in digital sales growth of 3.7%, consisting of a 3.4% increase for company-owned restaurants and a 5.5% increase for franchise restaurants,115% compared to system-wide comparable sales decline of 2.4% in fiscal 2017.2019;
Restaurant contribution margin** of 15.0%, compared to 14.2% in fiscal 2017.
Adjusted EBITDA* of $33.4 million, compared to adjusted EBITDA** of $30.6 million in fiscal 2017.
*We define adjusted EBITDA as net income (loss) before interest expense, provision (benefit) for income taxes, depreciation and amortization, restaurant impairments, closure costs and asset disposals, certain litigation settlements, data breach assessments, non-recurring registration and related transaction costs, loss on extinguishment of debt, severance costs and stock-based compensation.
**Restaurant contribution represents restaurant revenue less restaurant operating costs,•Expanded our relationship with third party delivery providers, which are the cost of sales, labor, occupancy and other operating items. Restaurant contribution margin represents restaurant contribution asrepresented a percentage of restaurant revenue.
For additional information on these non-GAAP measures, including reconciliations to the most directly comparable GAAP financial measures, see pages 29 and 33meaningful portion of our Annual Report on Form 10-K for the fiscal year ended January 1, 2019.sales and drove brand awareness;
In addition, during 2018 we accomplished several strategic milestones, including:•Expanded our already comprehensive team benefits program called LifeAtNoodles to include mental health benefits, family leave, tuition assistance and adoption assistance;
Introduction of•Rolled out a new better-for-you platform for growthrestaurant staffing model which improved efficiency and guest experience;
•Maintained our culinary innovation pipeline, including finalizing our cauliflower gnocchi launch, which occurred, as planned, in January 2021;
•Invested in our hiring, training and development programs, resulting in improved manager retention and guest metrics;
•Negotiated a bank amendment in 2020 and proactively managed our liquidity position. As a result, year-end debt was at pre-Covid levels; and
•Realized share price appreciation of healthy low-carbohydrate, low-calorie noodle offerings including the launch of zucchini noodles, or Zoodles, which can be substituted into any of our dishes or enjoyed in a signature dish;over 40% during 2020.
Rollout of self-bussing stations to reduce labor hours and improve cleanliness;
Rollout of dedicated pickup areas to improve customer convenience;
Continued growth of NoodlesREWARDS program to over 2 million customers;

Expansion of delivery program to improve customer convenience; and
Successful completion of a new senior credit facility and raising of net proceeds of $23.0 million in additional equity capital.
Executive Compensation Highlights
Our executive compensation program is designed with a “pay-for-performance” philosophy and includes the following elements: base salary, annual cash bonus opportunity, and equity-based long-term incentives (“LTIs”). awarded in a mix of restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”), each described in more detail in this CD&A. Each NEO’s 20182020 target total direct compensation (“TDC”) included variable elements, a significant portion of which are equity-based LTI compensation, as illustrated in the following charts:
a2019proxyceotargetpay.jpga2019aveotherceotargetpaymix.jpg
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a2020ceotrgtpay1a.jpga2020aveotherneotrgtpaymix1a.jpg


The Average Other NEO Target Pay Mix excludes our Executive Chairman, Paul Murphy, whose compensation is based on his employment agreement which was entered into upon his hire in 2017. The average pay mix also excludes compensation paid to Sue Daggett for serving as Interim CFO. The figures in charts above representare based upon the following: annualized base salary at 20182020 year-end; 20182020 target bonus; and the target grant-date fair value of 20182020 annual long-term incentive awards. The figuresother NEOs above include Ms. Pool, Ms. Heidman and Mr. West, but exclude Mr. Hermann’s one-time March 2018 new-hire equity award which was negotiated as part of his hire.Kuick, whose employment terminated prior to year-end.
20182020 NEO compensation included the following:
•Annual Bonus Achievements: BasedOur 2020 annual bonus program was based on our Adjusted EBITDA1 performance (weighted 80%60%), Comparable Restaurant Sales (weighted 20%), and accomplishment of Individual Objectives (weighted 20%), as. Due in large part to the disruption caused by the COVID-19 pandemic, our Adjusted EBITDA and Comparable Restaurant Sales performance were below the threshold goals established by the Committee at the start of the year. However, the management team’s success in preserving liquidity, enabling off-premise and digital capabilities and operational improvements, all while prioritizing the safety of our team members and guests by establishing industry leading cleaning protocols and processes around team member health screens and paid sick leave, enabled the Company to recover sales during the last half of the year at a faster rate than anticipated. Based on these accomplishments, the Committee awarded the maximum for each is described below,NEO’s individual performance component such that the continuing NEOs earned bonuses equal to between 90% and 113%40% of target for 2018 performance.2020 performance.
•Long-Term Equity Incentives:
◦In 2018,2020, the Compensation Committee granted LTIs to the NEOs through a combination of performance-based restricted stock units (“PSUs”), restricted stock units (“RSUs”PSUs and RSUs.
◦2020 was the last year of the three-year performance period for the PSUs granted in 2018, which could be earned from 0% to 200% of the target number of PSUs based on performance versus goals for system-wide comparable restaurant sales growth (weighted 50%) and nonqualified stock options.adjusted EBITDA (weighted 50%). Based on actual performance versus the goals, payout for these PSUs was 0% of the target number of PSUs. See “2018-2020 PSUs” on page 27 for further detail.

For additional information on these non-GAAP measures, including reconciliations to the most directly comparable GAAP financial measures, see pages 33-34 of our Annual Report on Form 10-K for the fiscal year ended December 29, 2020.




1 We define adjusted EBITDA as net income (loss) before interest expense, provision (benefit) for income taxes, depreciation and amortization, restaurant impairments, closure costs and asset disposals, certain litigation settlements, data breach assessments, non-recurring registration and related transaction costs, loss on extinguishment of debt, severance costs and stock-based compensation.
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Compensation Governance Highlights
Our executive compensation practices are intended to be straightforward, transparent and reflective of modern notions of strong corporate governance. Our commitment to strong corporate governance can be understood by reviewing the following list of what we do and do not do:
What We Do:What We Do Not Do:
ü✔A substantial portion of our executive pay is tied to performance and/or stock price.performance.×xWe do not provide golden parachute excise tax or other tax gross-ups.“single-trigger” cash severance upon a change in control.
ü✔A portionFor most NEOs, 50% of our ongoing LTI compensation program is granted in PSUs, which vest based on the achievement of pre-established, multi-year performance goals.×xWe do not provide “single-trigger” cash severancevesting acceleration in annual equity awards upon a change in control.
ü
✔Our Compensation Committee retains a nationally recognized, independent compensation consultant who provides no other services to the Company.×xWe do not provide “single-trigger” vesting acceleration in annual equity awards upon a change in control.golden parachute excise tax or other tax gross-ups.
üxWe do not provide significant perquisites or supplemental executive retirement plans.
✔We require our NEOs and directors to acquire and maintain meaningful ownership of our stock to ensure their interests are closely aligned with the long-term financial interests of our stockholders.×We do not provide significant perquisites or supplemental executive retirement plans.
×xWe prohibit our NEOs and directors from hedging and pledging Company stock.
ü
✔We have a compensation recovery (“clawback”) policy.
ü✔We require our NEOs to enter into reasonable non-competition and non-solicitation covenants.

Stockholder Advisory (Non-Binding) Vote on Executive Compensation
ForAt our 2020 annual meeting of stockholders, we held our second annual advisory vote on executive compensation (“say-on-pay”), for which 97.3% of the first time as a public company, we are seeking a stockholder advisory (non-binding) votevotes cast were to approve our executiveNEO compensation. The Compensation Committee interprets the overwhelmingly favorable 2020 vote as an endorsement of our compensation program in 2019programs and we are proposingpractices, and no changes were made to seek such an advisoryour programs directly because of the 2020 vote on an annual basis thereafter.outcome. The Compensation Committee will continue to consider the outcome of the Company’s say‑on‑pay votes and direct feedback from stockholders when making future compensation decisions for the NEOs.
Objectives of our Compensation Program
The primary objectives of our compensation programs are to:
▪
•Attract and retain highly skilled executives. Our compensation philosophy is to provide competitive target TDC opportunities based upon then-current market data for equivalent positions at similarly-situated companies. Actual compensation earned may be above or below the target level based on performance along the metrics of the incentive compensation programs.
•Link compensation earned to achievement of the Company’s short-term and long-term financial and strategic goals. The majority of each NEO’s compensation opportunity is variable and tied to the achievement of pre-established performance objectives and/or the performance of our stock.
•Align the interests of management with those of our stockholders. A substantial portion of NEO compensation is in the form of equity-based incentives, subject to multi-year vesting schedules. In
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addition, we have robust stock ownership guidelines that require our NEOs to acquire and maintain a meaningful ownership position in our stock.
• Our compensation philosophy is to provide target TDC opportunities that provide competitive compensation opportunities based upon then-current market data for equivalent positions at similarly-situated companies. Actual compensation earned may be above or below the target level based on performance along the metrics of the incentive compensation programs.
▪
Link compensation earned to achievement of the Company’s short-term and long-term financial and strategic goals. The majority of each NEO’s compensation opportunity is variable and tied to the achievement of pre-established performance objectives and/or the performance of our stock.
▪
Align the interests of management with those of our stockholders. A substantial portion of NEO compensation is in the form of equity-based incentives, subject to multi-year vesting schedules. In addition, we have robust stock ownership guidelines that require our NEOs to acquire and maintain a meaningful ownership position in our stock.
▪
Adhere to high standards of corporate governance. Our program has appropriate balances between fixed and variable, short-term and long-term, and cash and equity components to mitigate compensation-related risks. Our compensation-related policies such as stock ownership guidelines, clawback policy, anti-hedging policy and anti-pledging policy further support strong governance principles.

Compensation Decision-Making Process
Role of Compensation Committee and Management
The Compensation Committee, with input from certain members of Management,management, has responsibility for administering and approving annually all elements of compensation for the Company’s NEOs. It also reviews and approves the Company’s incentive compensation plans and equity-based plans.
Management provides input into the design of incentive compensation programs to ensureprovide that these programs support the Company’s business objectives and strategic priorities. With respect to performance measures and goals, the annual business plan initially established by management, but approved by our Board, is an important input into the Compensation Committee’s decision-making process. In addition, our Executive Chairman and CEO workworks with the Compensation Committee and its independent consultant to develop recommendations for pay levels for executives other than themselves,himself, based on competitive market data, internal fairness between executives, past performance and future potential. As appropriate, certain members of the senior management team attend Compensation Committee meetings, but are not present for executive sessions. The Compensation Committee makes all final decisions with respect to compensation of our NEOs.
Role of Consultants
The Compensation Committee has engaged FW Cook as its independent executive compensation advisor. FW Cook consults on compensation levels and program design in support of our business strategy, and alerts the Compensation Committee to regulatory and governance developments related to executive compensation.A representative of FW Cook, when requested, attends meetings of our Compensation Committee, is available to participate in executive sessions and communicates directly with our Compensation Committee Chairman or its members outside of meetings. FW Cook reports directly to the Compensation Committee and does no work for management that is not under the Compensation Committee’s purview. During 2018, FW Cook performed the following services:
Reviewed the comparative peer group used in competitive pay comparisons and made recommendations.
Conducted a competitive analysis of all elements of target TDC for our NEOs and made recommendations for changes, as appropriate.
Conducted a competitive analysis of our aggregate LTI grant practices, including annual share usage, annual fair value transfer, and potential dilution.
Reviewed the design and structure of our LTI programs and made recommendations for changes.
Advised the Compensation committee in connection with its risk assessment of our compensation practices.
A representative of FW Cook attends meetings of the Compensation Committee, as requested, and communicates with the Compensation Committee Chair between meetings. In addition, FW Cook reviewed our non-employee director compensation program, including a competitive analysis of director pay levels and program structure. The Compensation Committee assessed the independence of FW Cook pursuant to SEC rules and Nasdaq listing standards and concluded that no conflicts of interest exist.

Peer Group Benchmarking
The Compensation Committee selected the following companies as our peer group for purposes of conducting a competitive compensation analysis in 2019 that informed decisions on 20182020 pay opportunities:
BJ’s Restaurants, Inc.Habit Restaurants, Inc.
Bojangles’ Inc.Cheesecake FactoryLuby’s, Inc.
Bravo Brio Restaurant GroupChuy’s Holdings, Inc.Potbelly Corporation
Chuy’s Holdings, Inc.Dave & Buster’sRed Robin Gourmet Burgers, Inc.
Del Taco Restaurants, Inc.Ruby Tuesday, Inc.Ruth’s Hospitality
El Pollo Loco Holdings, Inc.Shake Shack Inc.
Fiesta Restaurant Group, Inc.Zoe’s Kitchen, Inc.
These companies, all of which are in the restaurant industry, were selected for the compensation peer group based on their reasonably similar size to us and because they were considered to be significant competitors with respect to the individuals with the talent and experience needed to serve in our executive officer positions.
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As of May 31, 2018June 30, 2019 (when the most recent competitive analysis was conducted), the 25th, 50th, and 75th percentiles for various size metrics of the peer group, and the size metrics and related percentile of Noodles & Company, were as follows:
Number of Locations Latest Four Quarters Net Revenue ($mil) Most Recent Fiscal Year Total Employees Market Cap. At 5/31/2018 ($mil)Number of Company-Operated LocationsLatest Four Quarters Net Revenue ($mil)Most Recent Fiscal Year Total Team MembersMarket Cap. At 6/30/2019 ($mil)
75th Percentile
546 $635 10,193 $658
75th Percentile
301$1,12916,098$911
50th Percentile
315 $419 8,328 $481
50th Percentile
211$4937,544$410
25th Percentile
200 $378 6,053 $299
25th Percentile
128$4186,101$355
Noodles & Company478 $450 9,600 $356Noodles & Company395$4579,400$345
%-ile Rank62nd %-ile 58th %-ile 63rd %-ile 30th %-ile %-ile Rank89th %-ile42nd %-ile61st %-ile24th %-ile
The peer group data was used by the Compensation Committee to inform decisions for all NEO compensation in 2017 and 2018, and in making decisions regarding the form and amount of LTI compensation granted in 2018.2020.
A similar competitive analysis was not conducted in 2020 due to the COVID pandemic and its impact on the restaurant industry. We currently intend to perform this analysis biannually on a go forward basis.
Compensation Components
The principal elements of target TDC for our NEOs are base salary, annual cash bonus opportunities, and equity-based, LTI awards. Each of the components is discussed below.
Base Salary
Base salaries provide a minimum level of pay that reflects each NEO’s position and scope of responsibility, individual performance, and future potential, as demonstrated over time. Base salaries are re-evaluated annually to determine whether adjustments are appropriate given changes in the market data or in executive responsibilities. Our Executive Chairman and CEO makemakes recommendations to the Compensation Committee with respect to changes to the base salary of our NEOs, other than themselves.himself. Our Compensation Committee determines and approves any changes to the base salaries of our Executive Chairman and CEO and our other NEOs. In early 2020, Mr. West and Ms. Heidman received increases in their annual salaries consistent with the Company’s merit increase allocation. Mr. Boennighausen did not receive an increase. Ms. Pool did not receive an increase because she was hired in late 2019. The Compensation Committee determined Mr. Lukach’s base salary in November 2020 in connection with his hiring and appointment as CFO.

In 2018April of 2020, in response to the COVID-19 pandemic and its impact on the Company’s business operations, all NEO’s took a 25% reduction in their annual base salary for a period of twelve (12) weeks. At the same time, certain benefits and perquisites such as car allowances, cell phone allowances and company 401K contributions were suspended. While NEO’s salaries were restored after the twelve-week period, the referenced benefits were not restored for the remainder of 2020.

Name2019 Year-End Annual Salary
2020 Annual Salary (3)
Dave Boennighausen$600,000$600,000
Carl Lukach (1)
n/a$350,000
Stacey Pool$325,000$325,000
Melissa Heidman$300,000$306,000
Brad West$300,000$306,000
Ken Kuick (2)
$350,000$350,000
________________________
(1)Mr. Murphy remained at $550,000, the amount set forth in his employment agreement. Mr. Boennighausen’s base salary of $525,000 also remained unchanged from the amount set forth in his employment agreement.Lukach was hired November 30, 2020
(2) Mr. Kuick’s employment terminated on August 21, 2020
(3) These amounts do not include the temporary salary was set at $325,000 when he became the Company’s CFOreductions taken in November 2018. Mr. Hermann’s salary was set at $375,000 when he became the Company’s Chief Brand Officer in March 2018. Ms. Heidman’s base salary was increased from $209,000 to $275,000 when she was promoted to Executive Vice President, General Counsel and Secretary in June 2018.April 2020

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Performance-Based Annual Cash Bonus
Our annual cash bonus program is designed to reward annual accomplishments against pre-established financial and individual strategic financial goals.
For 2018,2020, each NEO had a bonus opportunity, expressed as a percentage of current base salary. In 2020, Mr. Boennighausen’s target bonus was increased from 85% to 100% based on the Compensation Committee’s determination the increase would align the target bonus with CEO bonus targets for the industry. Earned bonuses could range from 0% to 200% of target bonus opportunity, as follows:summarized in the following table:
Annual Bonus Opportunity
as % of Base Salary$
NameMin.TargetMaxMin.TargetMax
Dave Boennighausen0%100%200%$0$600,000$1,200,000
Carl Lukach (1)
0%60%120%$0$210,000$420,000
Stacey Pool0%60%120%$0$195,000$390,000
Melissa Heidman0%50%100%$0$153,000$306,000
Brad West0%50%100%$0$153,000$306,000
Ken Kuick (2)
0%60%120%$0$210,000$420,000
Target Bonus as a %
Of Base Salary
Paul Murphy50%
Dave Boennighausen75%
Ken Kuick40%
Chas Hermann40%
Melissa Heidman40%
_________________________
The following table summarizes information regarding the target bonus amount, along with the minimum(1)Mr. Lukach was hired November 30, 2020 and maximum bonus amounts.was not eligible for a 2020 bonus.

  Estimated Future Payouts Under Non-Equity Incentive Plan Awards
Name Minimum Target Maximum
Paul Murphy $—
 $275,000
 $495,000
Dave Boennighausen $—
 $393,750
 $708,750
Ken Kuick $—
 $130,000
 $234,000
Susan Daggett $—
 $80,000
 $144,000
Chas Hermann $—
 $150,000
 $270,000
Melissa Heidman $—
 $110,000
 $198,000

(2) Mr. Kuick’s employment terminated August 21, 2020 and therefore he was not eligible to earn a 2020 bonus.
For NEOs, the actual bonus is based on achievement of Company financial performance measured by adjusted EBITDA (80%(60% weight), Comparable Restaurant Sales (20% weight), and achievement of individual objectives approved in advance by the Compensation Committee (20% weight). Actual bonuses attributable to the financial performance component may range from 0 to a maximum of 180% of the target amount attributable to financial performance. Actual bonuses attributable to the achievement of individual objectives may range from 0 to 100% of the target amount as determined by the Compensation Committee in its discretion.
The Compensation Committee selected adjusted EBITDA and Comparable Restaurant Sales as the financial performance measuremeasures because it represents one ofthey represent the clearest measures of our operational performance and allows any overachievementthey allow for over achievement to be self-funding.self-funded. The threshold, target, and maximum adjusted EBITDA and Comparable Restaurant Sales goals, along with our actual performance in 20182020 are outlined in the following table:
Measure
Threshold
($ million)
Target
($ million)
Maximum
($ million)
Actual
($ million)
Unweighted % of
Target Bonus
Earned
Adjusted EBITDA (weighted 60%)$41.5$44.0$46.1$5.30%
Comparable Restaurant Sales (weighted 20%)2.0%4.0%6.0%(4.7)%0%
Measure  Threshold
($ million)		 Target
($ million)		 Maximum
($ million)		 Actual
($ million)		 Weighted % of
Target Bonus
Earned
Adjusted EBITDA (weighted 80%)  $28.7 $31.3 $36.8 $33.4 113%

The Compensation Committee selected individual objectives which help focus executives on concrete objectives to drive longer-term value creation. The individual objectives for Messrs. Boennighausen, Murphy, Kuick and Hermann focused on achieving comparable restaurant sales growth, the development of our brand and culinary platforms, including the launch of zucchini noodles, and the continued development of a high performing culture and the strengthening of senior management team capabilities. Ms. Heidman’s individual objectives were focused on corporate governance and compliance, and analysis and mitigation of corporate risk. No specific relative weighting is assigned to these objectives.
In its subjective holistic evaluation of performance against the pre-setpreset individual objectives, the Compensation Committee considered our positive sales results, the developmentimpact of the COVID-19 pandemic on the business as well as on the overall industry and the fact that the pandemic was outside of the control of our better-for-you platformNEOs. The Committee also considered the Company’s sales recovery from the initial impact of the COVID-19 pandemic, which was above industry performance, and launch of zucchini noodles, the strengtheningNEO’s role in preserving liquidity throughout the pandemic, including efforts to manage both operating and capital expenditures. Of note, the Company’s current outstanding debt is at par with pre-pandemic levels. The Compensation Committee also considered the Company’s progress across many key metrics including guest satisfaction, labor efficiency, and restaurant level turnover and tenure, as well as actions to prioritize the health and safety of our brand positioning,guests and team members.Finally, the developmentCompensation Committee considered the Company’s share price performance, which increased over 40% during the 2020 fiscal year. Based on these accomplishments, the Committee awarded the maximum for each NEO’s individual performance component of our senior management team, and the continued enhancement of our corporate governance standards and policies.bonus.
The Compensation Committee awarded the NEOs the percentage of their respective target amounts and actual bonus amounts set forth in the table below. These amounts are also disclosed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. Mr. Kuick was not eligible to earn a bonus for 2020 because his employment terminated prior to the date the bonuses were paid. Mr. Lukach was not eligible to earn a bonus for 2020 based on his date of hire.
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 % of Target Bonus
Awarded		 Actual Bonus
Awarded
Paul Murphy108% $298,100
Dave Boennighausen108% $426,825
Ken Kuick*108% $19,219
Chas Hermann*108% $139,438
Melissa Heidman108% $119,240
    
* Pro-rated for that portion of 2018 the executive was employed.


NameBonus EarnedPercent of Target
Dave Boennighausen$240,000 40 %
Stacey Pool$78,000 40 %
Melissa Heidman$61,200 40 %
Brad West$61,200 40 %
Ongoing Long-Term Equity Incentives
In 2018, with the assistance of FW Cook, the Compensation Committee formulated guidelines for the annual grant of Long-Term Incentives (LTI) designed to closely align the interests of our NEOs with the interests of our stockholders and to provide significant incentives for the achievement of long-term growth in the value of Noodles & Company equity.
The Committee’s approach to providing long-term incentives and rewarding achievement of financial goals includes granting a mix of equity incentives. Accordingly, in June 2018,In March 2020, the Committee granted our CEO andthen-serving NEOs, including our Chief Brand OfficerCEO, a mix of equity incentives consisting of Performance Shares Units (“PSUs”), nonqualified stock optionsPSUs and restricted stock units (“RSUs”),RSUs, each having a grant value equivalent to one-thirdapproximately half of their target total LTI grant value. The grant valuetarget number of PSUs and the number of RSUs is determined based onby dividing the intended grant value by the closing sales price per share of Noodles & Company common stock on the date of grant.

In 2019, the LTI grant-type mix for NEOs was one-third options, one-third RSUs, and one-third PSUs.The Committee changed the LTI mix in 2020, in part in response to stockholder input, to increase the portion of target LTI that is tied to the achievement of pre-established multi-year financial goals. In addition, the Committee decided to eliminate stock options from the LTI grant multiplied by numbermix to improve the financial efficiency of shares covered by the grant (assumingprogram.

For PSUs granted in 2020, the target level of performance in the case of PSUs), and the grant value of options is determined using the Black-Scholes valuation formula in the manner applied in valuing such grants for our financial statement purposes.
ceoandchiefbrandofficertarge.jpg
The Committee selected two metrics, each measured over a three-year performance period, for performance measurement under the PSUs granted in 2018:period: (a) system-wide comparable restaurant sales growth, consisting of year-over-year growth in sales for restaurants open at least 18 full periods, and (b) adjusted EBITDA (as defined above). The Committee believes comparable restaurant sales growth is a key measure in evaluating the long-term growth of the Noodles & Company brand while adjusted EBITDA growth best measuredmeasures operational profitability. The Committee believes these metrics are the strongest drivers of value creation. We reward achievement of our annual goals in the incentive program, but want to also ensure focus on sustained strong performance on these measures over multiple years by using them in the measurement of PSUs. The two performance measures are weighted equally. The PSUs may be earned from 25% of target for achievement of threshold goals up to 200% of target for achievement of maximum goals, based on performance versus the metrics. If performance is below the threshold goal, no PSUs are earned for that component.

2018-2020 PSUs

The PSUs granted in 2018 could be earned based on the same measures as used in the 2020 PSU program: system-wide comparable restaurant sales growth (weighted 50%) and adjusted EBITDA growth (weighted 50%).Actual performance fell below the threshold level for payout, resulting in none of the PSUs being earned.
MeasureTargetActualPayout (% of Target PSUs)
System-Wide Comparable Restaurant Sales Growth (CAGR)
(weighted 50%)
2.0%(1.5)%— %
3-year Cumulative Adjusted EBITDA ($mil.)
(weighted 50%)
$106.3$87.70— %

Employment Agreements

In 2020, the Compensation Committee electedapproved employment agreements for the Company’s NEO’s in order to exclude Mr. Murphy fromstandardize the June 2018 grant andCompany’s approach to instead grant to himseverance payments in August 2018 (a) a one-time retention grantthe event of 175,000 RSUs, all of which will vest on June 20, 2021 subject to continued employment, and (b) 25,000 nonqualified options subject to four-year ratable vesting pursuant to his employment agreement. In deciding upon this LTI structure for Mr. Murphy, the Committee took into account the substantial performance-based equity grant he received upon commencement of his employment in 2017NEO separations, as well as to provide updated non-compete agreements for the Committee’s desireNEOs.

NEO Sign-on Bonus

In 2020, the Company paid sign on bonuses to assure the retention of his services through June 2021. See “Executive Compensation – Potential Payments and Acceleration of Equity upon Termination or Termination in connection with a Change in Control – Employment and Severance Agreements.”
The Committee elected to grant to Ms. HeidmanStacey Pool in the June 2018 grantamount of $100,000 and to Carl Lukach in the amount of $50,000 in order to compensate each for accrued equity and earned bonus from their prior employers that were forfeited as a mixresult of equity incentivestheir accepting employment with RSUs constituting 60% of grant value and nonqualified stock options constituting 40% of grant value. Such grant was negotiated with Ms. Heidman as part of her appointment to the permanent General Counsel role for the Company. Similarly, the Committee elected to grant to Mr. Kuick in November 2018 a mix of equity incentives with RSUs constituting 60% of grant value and nonqualified stock options constituting 40% of grant value.  Such grant was negotiated with Mr. Kuick as part of his offer to become CFO of the Company.    
The Company did not make a regular annual LTI grant in 2017 pending certain capital transactions designed to strengthen the Company’s balance sheet and affecting the Company’s overall capital structure. However, in January 2018 the Company madeand as an LTI grant, consisting of a combination of RSUs and nonqualified options, which was intendedincentive to serve asaccept employment with the grant that would have otherwise been made in 2017. The first 25% tranche of such grants vested in June 2018 and the three remaining 25% tranches will vest annually thereafter, resulting in the same vesting as if the Company had made this grant as a regular annual grant in June 2017 subject to four-year level vesting.Company.


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Benefits and Perquisites
We provide our executive officers with access to the same benefits we provide all of our full-time employees.team members. We maintain a tax-qualified retirement plan that provides eligible U.S. employeesteam members with an opportunity to save for retirement on a tax-advantaged basis. Eligible employeesteam members are able to defer eligible compensation subject to applicable annual Internal Revenue Code limits. No employerEmployer contributions were made to the 401(k) plan in 2018 or 2017.early 2020, prior to the COVID-19 pandemic, however those contributions were suspended beginning after March 2020. We also provide our executive officers with perquisites and other benefits we believe are reasonable and consistent with our compensation objectives. These benefits include a car allowance, relocation benefits in the case of executive officers relocating to the Denver, Colorado metropolitan area, and certain life and disability insurance, and health and wellness benefits. Executive officers and certain other highly compensated employeesteam members are also eligible to participate in a deferred compensation program, which permits them to defer payment of salary and bonus to future years, but which does not include a company contribution.
Employment Agreements
We have entered into employment agreements with our Executive Chairman Many of these benefits were suspended in early 2020 and CEO. These employment agreements specify the NEO’s base salary and bonus opportunities and provide that the NEO is eligible to receive certain payments and benefits if his or her employment is involuntarily terminated. The severance arrangements protect the NEOs from financial loss associated with an involuntary termination without cause. These severance arrangements also serve as considerationnot restored for the post-termination non-competition and non-solicitation covenants we require from eachbalance of our NEOs. The rights are described in detail below under the heading “Payments and Potential Payments Upon Termination or Change in Control.”
Each employment agreement generally also includes customary restrictive covenants. In the cases of Messrs. Murphy and Boennighausen, each is subject to a one-year post-termination non-competition covenant and a one-year post-termination non-solicitation covenant.
In addition, each of Messrs. Murphy’s and Boennighausen’s employment agreement provides that he will be nominated to serveyear as a memberresult of and in response to the Board while employed byCOVID-19 pandemic and its impact on our business including, specifically, the Company, subject to election by the Company’s shareholders.car allowance and certain other executive-level health and wellness benefits.
Compensation Policies and Other Considerations
Stock Ownership Requirements
Our Board has adopted stock ownership requirements that restrict sales of our stock by our NEOs and our non-employee directors if those sales would cause the value of such individual’s stock holdings to fall below a certain threshold. Currently, the threshold for our non-employee directors is two times thetheir annual cash retainer of $50,000, which would result in a threshold of $100,000.retainer. The ownership requirement for our NEOs, based on the 2018annual base salary compensation for each of our NEOs, is two times the base salary for our Executive Chairman and CEO and one times the base salary for our CFO, Chief Brand Officer and General Counsel.
The ownership requirements do not restrict the disposition of holdings from equity grants made in 2018 or prior years, before the stock ownership requirements were adopted.all other executive officers.
For purposes of these requirements, an officer’s holdings include vested shares held directly by the officer or his/her immediate family members, including vested RSUs and PSUs. Until the required ownership level is achieved, the NEOs and non-employee directors must retain 50% of all shares received on vesting or earn-out of RSUs and PSUs, net of shares withheld or sold to satisfy tax obligations, and 50% of shares received on exercise of stock options, net of shares tendered or withheld for payment of the exercise price and net of shares withheld or sold to satisfy tax obligations. The ownership requirements do not restrict the disposition of holdings from equity grants made in 2018 or prior years, before the stock ownership requirements were adopted.
These requirements, together with our continued use of equity-based compensation, are intended to emphasize the alignment of interests between management and our stockholders in a demonstrable and firm manner, with the objective of encouraging high performance and discouraging inappropriate risk taking.
Anti-Hedging Policy

The Company’s Insider Trading Policy provides that our directors and NEOs may not engage in hedgingin: (a) short-term trading (generally defined as selling Company securities within six months following a purchase); (b) short sales (selling Company securities the seller does not own); (c) transactions involving publicly traded options or other derivatives, such as trading in other derivatives involving our securities.

puts or calls in Company securities; or (d) hedging transactions. The foregoing restrictions also apply to immediate family members of NEOs, which consist of any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and any person (other than a tenant or employee) sharing the household of the NEO.
Anti-Pledging Policy
The Company’s Insider Trading Policy provides that our directors, NEOs or employees,and team members, as well as certain related parties, are prohibited from entering into pledging transactions or similar arrangements with respect to Company securities.
Clawback Policy
Pursuant to our clawback policy, if we are required to file an accounting restatement due to material noncompliance with any financial reporting requirement or incentive compensation was awarded based on performance achievement calculated in a materially inaccurate manner, the Company may recoup a proportional amount of the incentive compensation paid or credited to a person covered by the policy. Our Executive Chairman, CEO and other executive officers are covered by this policy.
28

Tax Considerations
Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally disallows a publicly held corporation’s tax deduction for compensation paid to its CEO and certain of its other executive officers in excess of $1 million in any year. Under the tax rules in effect before 2018, compensation that qualifies as “performance-based compensation” was exempt from the $1 million deductibility cap. The Compensation Committee has historically considered the deductibility of compensation when designing our programs and authorizing individual awards and sought to achieve full deductibility when feasible.
The Tax Cuts and Jobs Act, which was signed into law December 22, 2017, eliminated the performance-based compensation exception for taxable years beginning after December 31, 2017, such that compensation paid to our covered executive officers in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. While the Tax Cuts and Jobs ActSection 162(m) will limit the deductibility of compensation paid to the NEOs, the Committee will continue to retain flexibility to design compensation programs that are in the best long-term interests of the Company and our stockholders, with deductibility of compensation being one of a variety of considerations taken into account. Accordingly, the Compensation Committee retains the ability to pay compensation that exceeds the deduction limitation under Section 162(m).
Compensation Risk Assessment
Our Compensation Committee considers risks related to our compensation programs (especially with respect to our executive compensation programs) when determining how to structure our employees’team members’ compensation. Based on our assessments of our compensation programs, we have concluded that risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on our Company. In reaching this conclusion, the Compensation Committee considered the following aspects of our compensation programs that discourage excessive risk-taking:
•Balance between fixed and variable, short-term and long-term, and cash and equity in the TDC mix.
•Incentive awards incorporate multiple measures of performance, which diversifies the risks associated with any single indicator of performance.
•Payouts under our incentive plans are subject to caps.
•All of our equity grants vest over a multi-year period, which encourages grantees to take a long-term view.
•We maintain policies specifically intended to mitigate risk, such as our stock ownership guidelines and clawback, anti-hedging and anti-pledging policies.
•Independent Compensation Committee oversight and discretion.

29

COMPENSATION COMMITTEE REPORT
Our Compensation Committee reviewed and discussed the foregoing “Compensation Discussion and Analysis” with management, and based on such review and discussions, the Compensation Committee recommended to the Board that the “Compensation Discussion and Analysis” be included in this Proxy Statement.
Scott Dahnke,Robert Hartnett, Chairman
Jeffrey Jones
Drew Madsen
Elisa Schreiber

30

EXECUTIVE COMPENSATION
Our named executive officers, or NEOs, for 2018 are:
Paul Murphy, our Executive Chairman;
Dave Boennighausen, our CEO;
Ken Kuick, our CFO;
Sue Daggett, our interim CFO (through May 2018);
Chas Hermann, our Chief Brand Officer; and
Melissa Heidman, our Executive Vice President, General Counsel and Secretary.
20182020 Summary Compensation Table
The following table summarizes the compensation for 20182020, 2019 and 20172018 awarded to, earned by or paid to our principal executive officer, andour principal financial officer, three most highly-compensated executives other than the principal executive officer and principal financial officer who were serving at the end of 2020, and our former principal financial officer, who served during a portion of 2020.
Name and Principal PositionYearSalary
Bonus (2)
Stock Awards (3)
Option Awards (4)
Non-equity Incentive Plan Compensation
All Other Compensation (5)


Total
Dave Boennighausen2020$565,385 $— $1,200,000 $— $240,000 $5,080 $2,020,465 
CEO2019548,654 — 399,997 200,041 468,180 13,597 1,630,469 
2018525,000 — 581,997 174,996 426,825 13,517 1,722,335 
Carl Lukach (1)
202016,154 50,000 99,995 — — — 166,149 
CFO
Stacey Pool (1)
2020296,250 100,000 399,992 — 78,000 4,756 878,998 
Chief Marketing Officer
Melissa Heidman2020287,193 — 349,992 — 61,200 8,590 706,975 
Executive Vice President, General Counsel & Secretary2019284,231 — 166,662 83,349 137,700 15,320 687,262 
2018243,954 12,813 222,230 79,998 119,240 11,825 690,060 
Brad West2020287,193 — 349,992 — 61,200 8,790 707,175 
Executive Vice President, Operations2019261,539 — 166,662 83,349 137,700 7,966 657,216 
2018233,462 — 307,332 115,455 101,896 4,833 762,978 
Ken Kuick2020219,423 — 399,992 — — 116,550 735,965 
Former CFO2019330,769 — 199,994 100,021 173,880 16,191 820,855 
201833,750 — 179,998 119,996 19,219 77,118 430,081 

(1)Carl Lukach was appointed as CFO in November 2020 and Stacey Pool was appointed as Chief Marketing Officer in December 2019; therefore, neither Mr. Lukach nor Ms. Pool was an NEO in 2018 or 2019.
(2)In connection with Ms. Heidman’s appointment as interim General Counsel in June 2018, the Company agreed to pay her a guaranteed bonus of $3,000 a month, payable monthly, until her appointment as Executive Vice President, General Counsel and Secretary in June of 2018. The Company paid Ms. Pool a one-time sign-on bonus of $100,000 when she began employment in 2020. Additionally, the Company paid Mr. Lukach a one-time sign-on bonus of $50,000 when he was hired in November 2020.
(3)Amounts under “Stock Awards” represent the aggregate grant date fair value of PSUs and RSUs granted in 2020, 2019 and 2018, calculated in accordance with FASB Accounting Standards Codification Topic 718. The grant-date fair value of PSUs and RSUs is the closing price of the Company's common stock on the grant date times the number of shares granted (target number of shares in the case of PSUs). These amounts may not correspond to the actual value eventually realized by each NEO because the value depends on the market value of our common stock. The PSUs granted in 2020, 2019 and 2018 will only vest upon the achievement of certain performance conditions including the Company’s three-year average growth in comparable restaurant sales and three-year cumulative adjusted EBITDA. The maximum value of PSUs for 2020 is $1,200,000 for Mr. Boennighausen, $399,992 for Ms. Pool and Mr. Kuick, $349,992 for Ms. Heidman and for Mr. West. Mr. Kuick received a pro-rated portion of his unvested stock options, but forfeited his unvested PSUs and RSUs when his employment terminated in August 2020.
(4)Amounts under “Option Awards” represent the aggregate grant date fair value of stock options granted in 2019 and 2018, calculated in accordance with FASB Accounting Standards Codification Topic 718. A description of the methodologies and assumptions we use to value option awards and the manner in which we recognize the related expense are described in Note 9, Stock-Based Compensation, to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 29, 2020. These amounts may not correspond to the actual value eventually realized by each NEO because the value depends on the market value of our common stock.
(5)Amounts shown in this column are detailed in the table below for 2020:
31

Name and Principal Position (1)
 Year 
Salary (2)
 
Bonus (3)
 
Grant Date Fair Value of Stock Awards (4)
 
Option Awards (5)
 
Non-equity Incentive Plan Compensation (6)
 
All Other Compensation (7)
 


Total
Paul Murphy 2018 $550,000
 $—
 $1,837,500
 $148,928
 $298,100
 $7,358
 $2,841,886
Executive Chairman 2017 247,500
 —
 670,600
 172,350
 133,333
 54,170
 1,277,953
Dave Boennighausen 2018 525,000
 —
 730,654
 174,996
 426,825
 13,517
 1,870,992
CEO 2017 426,346
 141,000
 97,600
 177,130
 70,875
 18,944
 931,895
Ken Kuick 2018 33,750
 —
 179,998
 119,996
 19,219
 77,118
 430,081
CFO 2017 —
 —
 —
 —
 —
 —
 —
Susan Daggett 2018 83,077
 47,081
 127,600
 36,549
 —
 5,534
 299,841
Interim CFO (through May 2018) 2017 196,154
 45,832
 —
 —
 16,000
 16,607
 274,593
Chas Hermann 2018 298,558
 50,000
 522,942
 174,012
 139,438
 87,605
 1,272,555
Chief Brand Officer 2017 —
 —
 —
   —
 —
 —
Melissa Heidman 2018 243,954
 12,813
 222,230
 79,998
 119,240
 11,825
 690,060
Executive Vice President, General Counsel & Secretary 2017 200,413
 —
 —
 —
 15,600
 3,950
 219,963

(1)Ken Kuick was appointed as CFO in November 2018 and Chas Hermann was appointed as Chief Brand Officer in March 2018; therefore, neither Mr. Kuick or Mr. Hermann was an NEO in 2017.
(2)In connection with Mr. Kuick’s appointment as CFO in November 2018, his base salary was set at $325,000 per year. In connection with Mr. Hermann’s appointment as Chief Brand Officer in March 2018, his base salary was set at $375,000.
(3)In connection with Mr. Boennighausen’s appointment as interim CEO in July 2016, the Company agreed to pay him a guaranteed bonus of $15,000 a month, payable monthly, for the duration of his tenure as interim CEO, and the Company agreed to continue such payments until his employment agreement became effective on September 13, 2017. In addition, in connection with Ms. Daggett’s appointment as interim CFO in June 2017, the Company agreed to pay her a guaranteed bonus of $8,333 a month, payable monthly, for the duration of her tenure as interim CFO. The Company paid Mr. Hermann a one-time sign-on bonus of $50,000 when he was hired in March 2018.
(4)Amounts under “Grant Date Fair Value of Stock Awards” represent the aggregate grant date fair value of PSUs and RSUs granted in 2018 and 2017, calculated in accordance with FASB Accounting Standards Codification Topic 718 using the closing price of the Company's common stock on the last trading day immediately preceding the grant date. The grant date fair value of PSUs represents achievement at the maximum level of performance. These amounts may not correspond to the actual value eventually realized by each NEO because the value depends on the market value of our common stock. The PSUs granted in 2018 will only vest upon the achievement of certain performance conditions including the Company’s year-over-year growth in comparable restaurant sales and adjusted EBITDA.

(5)Amounts under “Option Awards” represent the aggregate grant date fair value of stock options granted in 2018 and 2017, calculated in accordance with FASB Accounting Standards Codification Topic 718. A description of the methodologies and assumptions we use to value option awards and the manner in which we recognize the related expense are described in Note 9, Stock-Based Compensation, to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 1, 2019. These amounts may not correspond to the actual value eventually realized by each NEO because the value depends on the market value of our common stock.
(6)
Bonuses were paid to each of our NEOs for 2018 and 2017. For 2018 and 2017, we maintained a bonus plan that provided each NEO with the opportunity to earn a bonus based in part on achievement of adjusted EBITDA goals and in part on achievement of individual performance goals. The bonus plan for each year conferred on the Compensation Committee of the Board the right in its discretion to increase or decrease the bonus payable based on factors including the executive’s individual performance. The target bonuses under the plans were 50% of base salary for Mr. Murphy, 75% of base salary for Mr. Boennighausen, 40% of base salary for Mr. Kuick, Ms. Daggett, Mr. Hermann and 40% of base salary in 2018 and 25% of base salary in 2017 for Ms. Heidman. We did not achieve our adjusted EBITDA targets in 2017. The bonus amounts awarded in 2017 were based on the individual executives’ achievement of their respective performance goals.
(7)Amounts shown in this column are detailed in the table below:
NameCar Allowance401K Employer MatchLife InsuranceSeveranceTotal All Other Compensation
Dave Boennighausen$2,908 $— $2,172 $— $5,080 
Carl Lukach— — — — — 
Stacey Pool2,423 500 1,833 — 4,756 
Melissa Heidman2,423 2,189 3,978 — 8,590 
Brad West— 2,189 6,601 — 8,790 
Ken Kuick2,423 1,135 2,607 110,385 116,550 
Name Year Car Allowance Relocation Benefits Life Insurance Health & Wellness Total Other Compensation
Paul Murphy 2018 $—
 $—
 $7,358
 $—
 $7,358
  2017 —
 50,000
 705
 3,465
 54,170
Dave Boennighausen 2018 10,800
 —
 2,094
 623
 13,517
  2017 16,225
 —
 2,094
 625
 18,944
Ken Kuick 2018 1,038
 76,080
 —
 —
 77,118
  2017 —
 —
 —
 —
 —
Susan Daggett 2018 3,808
 —
 1,726
 —
 5,534
  2017 9,000
 —
 4,142
 3,465
 16,607
Chas Hermann 2018 6,923
 76,080
 3,991
 611
 87,605
  2017 —
 —
 —
 —
 —
Melissa Heidman 2018 9,000
 —
 2,825
 —
 11,825
  2017 1,014
 —
 2,311
 625
 3,950


Grants of Plan-Based Awards Table
The following table summarizes information regarding grants of plan-based awards for the NEOs during the fiscal year ended January 1, 2019.December 29, 2020.
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)
Estimated Future Payouts Under Equity Incentive Plan Awards (2)
All Other Stock Awards: Number of Shares of Stock or Units (#)Grant Date Fair Value of Stock and Option Awards
NameGrant DateAward DescriptionThreshold ($)Target ($)Maximum ($)Threshold (#)Target (#)Maximum (#)
Dave Boennighausenn/aBonus$— $600,000 $1,200,000 
3/14/2020RSUs106,007 $600,000 
3/14/2020PSUs26,502 106,007 212,014 $600,000 
Carl Lukachn/aBonus$— $— $— 
11/30/20RSUs12,578 $99,995 
Stacey Pooln/aBonus$— $195,000 $390,000 
3/14/2020RSUs35,335 $199,996 
3/14/2020PSUs8,834 35,335 70,670 $199,996 
Melissa Heidmann/aBonus$— $153,000 $306,000 
3/14/2020RSUs30,918 $174,996 
3/14/2020PSUs7,730 30,918 61,836 $174,996 
Brad Westn/aBonus$— $153,000 $306,000 
3/14/2020RSUs30,918 $174,996 
3/14/2020PSUs7,730 30,918 61,836 $174,996 
Ken Kuick (3)
n/aBonus$— $195,000 $390,000 
3/14/2020RSUs35,335 $199,996 
3/14/2020PSUs8,834 35,335 70,670 $199,996 

(1)These amounts reflect the threshold, target and maximum amount of annual cash bonus that each of our NEOs could be paid. Our annual cash bonus program is designed to reward annual accomplishments against pre-established corporate and individual financial and strategic goals. Mr. Lukach was not eligible for the bonus plan due to his date of hire. Mr. Lukach was hired in November 2020 and was thus, not eligible to earn a bonus. Mr. Kuick was not eligible to earn a bonus for 2020 because his employment terminated prior to the date the bonuses were paid.
(2)These amounts reflect the threshold, target and maximum number of shares issuable under PSUs. The related performance measures required for vesting are described above in footnote (3) to the 2020 Summary Compensation Table.
(3)Mr. Kuick received a pro-rated portion of his unvested stock options, but forfeited his unvested PSUs and RSUs when his employment terminated in August 2020.
32
      
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)
 
Estimated Future Payouts Under Equity Incentive Plan Awards (2)
 All Other Stock and Option Awards: Number of Securities Underlying Awards Exercise or Base Price of Option Awards ($/sh.) Grant Date Fair Value of Stock and Option Awards
Name Grant Date Award Description Minimum ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#)   
Paul Murphy n/a Bonus $—
 $275,000
 $495,000
            
  8/1/2018 RSUs         

   175,000
   $1,837,500
  8/1/2018 Stock Options             25,000
 $10.50
 $148,928
Dave Boennighausen n/a Bonus $—
 $393,750
 $708,750
            
  1/16/2018 RSUs         

   40,000
   $232,000
  6/29/2018 RSUs             14,227
   $174,992
  6/29/2018 PSUs       1,645
 13,157
 26,314
     $323,662
  6/29/2018 Stock Options             25,233
 $12.30
 $174,996
Ken Kuick n/a Bonus $—
 $130,000
 $234,000
            
  11/12/2018 RSUs             19,629
   $179,998
  11/12/2018 Stock Options             23,110
 $9.17
 $119,996
Susan Daggett n/a Bonus $—
 $80,000
 $144,000
            
  1/16/2018 RSUs             22,000
   $127,600
  1/16/2018 Stock Options             15,000
 $5.80
 $36,549
Chas Hermann n/a Bonus $—
 $150,000
 $270,000
            
  3/12/2018 RSUs         

   35,000
   $238,000
  3/12/2018 Stock Options             25,000
 $6.80
 $74,013
  6/29/2018 RSUs             8,130
   $99,999
  6/29/2018 PSUs       940
 7,518
 15,036
     $184,943
  6/29/2018 Stock Options             14,419
 $12.30
 $99,999
Melissa Heidman n/a Bonus $—
 $110,000
 $198,000
            
  1/16/2018 RSUs         

   17,626
   $102,231
  6/29/2018 RSUs             9,756
   $119,999
  6/29/2018 Stock Options             11,535
 $12.30
 $79,998

(1)These amounts reflect the minimum, target and maximum amount of annual cash bonus that each of our NEOs could be paid. Our annual cash bonus program is designed to reward annual accomplishments against pre-established and individual strategic financial goals.
(2)These amounts reflect the threshold, target and maximum number of shares issuable under PSUs. The related performance targets required for vesting are described above in footnote (4) to the 2018 Summary Compensation Table.


Outstanding Equity Awards at Fiscal-Year End Table
The following table sets forth information concerning stock options that are vested and exercisable, and stock options and restricted stock units that have not vested, for each of our NEOs outstanding as of January 1, 2019.December 29, 2020.
Option AwardsStock AwardsEquity Incentive Plan Awards
NameGrant DateNumber of securities
underlying unexercised
options (#) exercisable		Number of securities
underlying unexercised
options (#) unexercisable		Option exercise
price ($)		Option expiration
date		Number of Shares or Units of Stock that have not Vested (#)Market Value of Shares or Units of Stock that have not vested ($)Number of Shares or Units of Stock that have not vested (#)Market Value of Shares or Units of Stock that have not vested ($)
Dave Boennighausen5/14/201222,503 — $9.53 05/14/2022
12/6/201243,275 — $12.13 12/06/2022
5/13/201420,000 — $31.53 05/13/2024
5/6/201535,000 — $16.70 05/06/2025
11/16/201519,092 — $10.64 11/16/2025
9/21/201775,000 25,000 (1)$4.20 09/21/20272,500 (1)$19,625 
1/16/201810,000 (3)$78,500 
6/29/201812,617 12,617 (4)$12.30 06/29/20287,113 (4)$55,837 
6/28/201911,708 35,124 (5)$7.88 06/28/202919,035 (5)$149,425 50,762 (2)$398,482 
3/14/2020106,007 (6)$832,155 212,014 (2)$1,664,310 
Carl Lukach11/30/202012,578 (7)$98,737 
Stacey Pool12/30/2019— 16,834 (8)$5.44 12/30/20299,191 (8)$72,149 18,382 (2)$144,299 
3/14/202035,335 (6)$277,380 70,670 (2)$554,760 
Melissa Heidman12/6/20124,327 — $12.13 12/06/2022
5/13/20142,375 — $31.53 05/13/2024
3/4/20152,857 — $18.43 03/04/2025
5/6/20154,890 — $16.70 05/06/2025
8/14/20152,000 — $12.76 08/14/2025
11/16/20157,392 — $10.64 11/16/2025
1/16/20184,407 (3)$34,595 
6/29/20185,768 5,767 (4)$12.30 06/29/20284,878 (4)$38,292 
6/28/20194,878 14,635 (5)$7.88 06/28/20297,931 (5)$62,258 21,150 (2)$166,028 
3/14/202030,918 (6)$242,706 61,836 (2)$485,413 
Brad West1/16/201815,000 5,000 (3)$5.80 01/16/20287,500 (3)$58,875 
6/29/20184,806 4,806 (4)$12.30 06/29/20282,710 (4)$21,274 
6/28/20194,878 14,635 (6)$7.88 06/28/20297,931 (6)$62,258 21,150 (2)$166,028 
3/14/202030,918 (6)$242,706 61,836 (2)$485,413 

(1)The options and RSUs vest on September 21, 2021.
(2)Represents PSU’s that vest upon achievement of certain performance conditions, assuming achievement at the maximum performance achievement level.
(3)The options and RSUs vest on June 30, 2021.
(4)The options and RSUs vest in two equal installments on June 29, 2021 and 2022.
(5)The options and RSUs vest in three equal installments on June 28, 2021, 2022 and 2023.
(6)Represents RSUs which vest in four equal installments on March 14, 2021, 2022, 2023 and 2024.
(7)Represents RSUs which vest in four equal installments on November 30, 2021, 2022, 2023 and 2024.
(8)The options and RSUs vest in four equal installments on December 30, 2020, 2021, 2022 and 2023.



33
    Option Awards Stock Awards Equity Incentive Plan Awards
Name Grant Date 
Number of securities
underlying unexercised
options (#) exercisable
 
Number of securities
underlying unexercised
options (#) unexercisable
 
Option exercise
price ($)
 
Option expiration
date
 Number of Shares or Units of Stock that have not Vested (#) Market Value of Shares or Units of Stock that Have Not Vested ($) Number of Shares or Units of Stock that have not Vested (#) Market Value of Shares or Units of Stock that Have Not Vested ($)
Paul Murphy 7/10/2017 25,000
 75,000
(1) 
$4.10
 07/10/2027        
  8/1/2018 —
 25,000
(2) 
$10.50
 08/01/2028        
  7/10/2017         112,500
(3) 
$786,375
    
  8/1/2018         175,000
(4) 
$1,223,250
    
  7/10/2017             50,000
(5) 
$349,500
Dave Boennighausen 12/27/2010 23,333
 —
 $8.67
 12/27/2020        
  5/14/2012 22,503
 —
 $9.53
 05/14/2022        
  12/6/2012 43,275
 —
 $12.13
 12/06/2022        
  5/13/2014 20,000
 —
 $31.53
 05/13/2024        
  5/6/2015 26,250
 8,750
(6) 
$16.70
 05/06/2025        
  11/16/2015 11,455
 7,637
(7) 
$10.64
 11/16/2025        
  9/21/2017 25,000
 75,000
(8) 
$4.20
 09/21/2027        
  6/29/2018 —
 25,233
(9) 
$12.30
 06/29/2028        
  5/4/2016         9,105
(10) 
$63,644
    
  9/21/2017         7,500
(11) 
$52,425
    
  1/16/2018         30,000
(12) 
$209,700
    
  6/29/2018         14,227
(13) 
$99,447
    
  9/21/2017             50,000
(5) 
$349,500
  6/29/2018             26,314
(5) 
$183,935
Ken Kuick 11/12/2018 —
 23,110
(14) 
$9.17
 11/12/2028        
  11/12/2018         19,629
(15) 
$137,207
    
Chas Hermann 3/12/2018 —
 25,000
(16) 
$6.80
 03/12/2028        
  6/29/2018 —
 14,419
(9) 
$12.30
 06/29/2028        
  3/12/2018         35,000
(17) 
$244,560
    
  6/29/2018         8,130
(13) 
$56,829
    
  6/29/2018             15,036
(5) 
$105,102
Melissa Heidman 12/6/2012 4,327
 —
 $12.13
 12/06/2022        
  5/13/2014 2,375
 —
 $31.53
 05/13/2024        
  3/4/2015 2,857
 —
 $18.43
 03/04/2025        
  5/6/2015 3,667
 1,223
(18) 
$16.70
 05/06/2025        
  8/14/2015 1,500
 500
(19) 
$12.76
 08/14/2025        
  11/16/2015 4,435
 2,957
(7) 
$10.64
 11/16/2025        
  6/29/2018 —
 11,535
(9) 
$12.30
 06/29/2028        
  6/6/2016         1,764
(20) 
$12,330
    
  1/16/2018         13,220
(12) 
$92,408
    
  6/29/2018         9,756
(13) 
$68,194
    

(1)The options vest in three equal installments on July 10, 2019, 2020 and 2021.

(2)The options vest in four equal installments on August 1, 2019, 2020, 2021 and 2022.
(3)Represents RSUs that vest in three equal installments on July 10, 2019, 2020 and 2021.
(4)Represents RSUs that vest on June 30, 2021.
(5)Represents RSU’s that vest upon achievement of certain performance conditions, assuming achievement at the maximum performance achievement level.
(6)The options vest on May 6, 2019.
(7)Represents the remaining vesting installment of options which are 60% vested, and the remaining installment of which vests 40% on November 16, 2019.
(8)The options vest in three equal installments on September 21, 2019, 2020 and 2021.
(9)The options vest in four equal installments on June 29, 2019, 2020, 2021 and 2022.
(10)Represents RSUs which vest in two equal installments on May 4, 2019 and 2020.
(11)Represents RSUs that vest in three equal installments on September 21, 2019, 2020 and 2021.
(12)Represents RSUs that vest in three equal installments on June 30, 2019, 2020 and 2021.
(13)Represents RSUs that vest in four equal installments on June 29, 2019, 2020, 2021 and 2022.
(14)The options vest in four equal installments on November 12, 2019, 2020, 2021 and 2022.
(15)Represents RSUs that vest in four equal installments on November 12, 2019, 2020, 2021 and 2022.
(16)The options vest in four equal installments on March 12, 2019, 2020, 2021 and 2022.
(17)Represents RSUs that vest in four equal installments on March 12, 2019, 2020, 2021 and 2022.
(18)The options vest on May 6, 2019.
(19)The options vest on August 14, 2019.
(20)Represents RSUs which vest in two equal installments on June 6, 2019 and 2020.
Option Exercises and Stock Vested Table
The following table sets forth information regarding option exercises and stock vesting for the NEOs for the fiscal year ended January 1, 2019:December 29, 2020:
 Option Awards Stock AwardsOption AwardsStock Awards
Name Number of Shares Acquired on Exercise 
Value Realized on Exercise (1)
 Number of Shares Acquired on Vesting 
Value Realized on Vesting (2)
NameNumber of Shares Acquired on Exercise
Value Realized on Exercise (1)
Number of Shares Acquired on Vesting
Value Realized on Vesting (2)
Paul Murphy —
 $—
 37,500
 $446,250
Dave Boennighausen 40,000
 $460,728
 12,500
 $154,250
Dave Boennighausen2,299 $95 26,955 $159,268 
Carl LukachCarl Lukach— $— — $— 
Stacey PoolStacey Pool— $— — $— 
Melissa HeidmanMelissa Heidman— $— 10,371 $62,293 
Brad WestBrad West— $— 11,499 $68,444 
Ken Kuick —
 $—
 —
 $—
Ken Kuick— $— 3,173 $17,896 
Susan Daggett 2,500
 $23,575
 —
 $—
Chas Hermann —
 $—
 —
 $—
Melissa Heidman 5,924
 $77,012
 5,288
 $62,264

(1)Based on the closing stock price of our common stock on the date of exercise.
(2)Based on the closing stock price of our common stock on January 1, 2019 of $7.06 per share.
(1)Based on the closing stock price of our common stock on the date of exercise.
(2)Based on the closing stock price of our common stock on the date of vesting.
Potential Payments and Acceleration of Equity uponUpon Termination or Termination in Connection with a Change in Control
Employment and Severance Agreements
On June 13, 2017, we entered into an employment agreement with Mr. Murphy (the “Murphy Agreement”) effective as of July 10, 2017. Pursuant to the Murphy Agreement, Mr. Murphy receives a base salary which is set at $550,000 per year and is eligible to receive an annual bonus in an amount targeted at 50% of his base salary, subject to the achievement of certain performance goals that will be established by our Board of Directors and Compensation Committee. Additionally, pursuant to the Murphy

Agreement, Mr. Murphy received the following equity awards on July 10, 2017 under our Amended and Restated 2010 Stock Incentive Plan: (i) nonqualified stock options to purchase 100,000 shares of our Class A common stock that vest in four annual ratable installments; (ii) time-vesting restricted stock units with respect to 150,000 shares of Class A Common Stock that vest in four annual ratable installments; and (iii) performance-vesting restricted stock units with respect to 50,000 shares of Class A Common Stock that vest upon achievement of certain performance conditions. Under the Murphy Agreement, Mr. Murphy is also eligible for group insurance, retirement and vacation benefits that are available to our other executive employees and a payment to cover certain relocation expenses.
If Mr. Murphy's employment is terminated by us without cause (as defined in the Murphy Agreement), he will be entitled to receive (i) 12 months of base salary following the date of termination, and (ii) an amount equal to Mr. Murphy’s COBRA premium, for as long as he and, if applicable, his dependents are eligible for continued group medical coverage under COBRA from the Company, subject to his execution of a release of claims in favor of the Company and compliance with certain covenants. In addition, the Murphy Agreement prohibits Mr. Murphy from competing with us or soliciting our employees for twelve months following his termination of employment.
On September 21, 2017,October 27, 2020, we entered into an employment agreement with Mr. Boennighausen (the “Boennighausen Agreement”), effective as ofwhich supersedes the employment agreement we entered into with Mr. Boennighausen on September 13,21, 2017. Pursuant to the Boennighausen Agreement, Mr. Boennighausen receives ais entitled to receive an annual base salary initially set at $525,000 per year and is eligible to receive an annual bonus in ana specified target amount, targeted at 75% of his base salary, subject to the achievement of certain performance goals that will be established by our Board of Directors or Compensation Committee. Additionally, pursuant to the Boennighausen Agreement, Mr. Boennighausen received the following equity awards on September 21, 2017 under our Amended and Restated 2010 Stock Incentive Plan: (i) nonqualified stock options to purchase 100,000 shares of our Class A common stock that vest in four annual ratable installments; (ii) time-vesting restricted stock units with respect to 10,000 shares of Class A common stock that vest in four annual ratable installments; and (iii) performance-vesting restricted stock units with respect to 50,000 shares of Class A common stock that vest upon achievement of certain performance conditions. Mr. Boennighausen will also beis eligible to receive additional equity-based awardsequity grants during the term of the Boennighausen Agreement as determined by the Compensation Committee and he is also eligible for group insurance, retirement and vacation benefits that are available to other executive employees.team members.

If Mr. Boennighausen’s employment is terminated by the Company without cause, or as a result of non-extension of the Boennighausen Agreement by the Company, or he voluntarily terminates his employment for good reason, Mr. Boennighausen will be entitled to receive (i) 1218 months of base salary following the date of termination, paid in regular payroll installments over such 18-month period, except that if the termination occurs during a period beginning 60 days before, and ending 12 months after, a change in control (“CIC Protection Period”), he will be entitled to receive 24 months of base salary following the date of termination, payable in a lump sum within five days after signing a release of claims in favor of the Company; (ii) a pro rata portion of his annual bonus for the year in which the date of termination occurs, based on year-to-date performance as determined byand payable when other senior executives receive their bonuses for such year, except that if the Boardtermination occurs during a CIC Protection Period, he will be entitled to receive a pro rata portion of his target bonus, payable within five days after signing a release of claims in good faith;favor of the Company; and (iii) an amounta cash payment equal to Mr. Boennighausen’sthe COBRA premium for Mr. Boennighausen’s elected coverage as long as heof the date of termination for a period of 18 months, payable in a lump sum. Mr. Boennighausen’s entitlement to the severance payments and if applicable, his dependents are eligible for continued group medical coverage under COBRA from the Company, in each casebenefits described above is subject to his execution of a release of claims in favor of the Company and compliance with certain covenants. The Boennighausen Agreement prohibits Mr. Boennighausen from competing with us or soliciting our employees during the course of his employment and for twelvesix months following his termination of employment.
We are a party to severance
In October 2020, we also entered into employment agreements (the “Executive Agreements”) with Ms.four other executive officers, Carl Lukach, Stacey Pool, Melissa Heidman and Mr. KuickBrad West (the “Severance Agreements”“Covered Executives”). Pursuant to each of the SeveranceExecutive Agreements, each executive is an “at-will” employee. If the Company terminates the executive’s employment without “cause” (as such term is defined in the Severance Agreements) the executiveCovered Executive is entitled to receive compensation equalan annual base salary and is eligible to ninereceive an annual bonus in a specified target amount, subject to the achievement of certain performance goals that will be established by our Board of Directors or Compensation Committee. Each Covered Executive is eligible to receive equity grants during the term of the Executive Agreement as determined by the Compensation Committee and is also eligible for group insurance, retirement and vacation benefits that are available to other executive team members.

If the Covered Executive’s employment is terminated by the Company without cause, or he or she voluntarily terminates employment for good reason, the Covered Executive will be entitled to receive (i) 12 months of his then-current base salary following the date of termination, paid in regular payroll installments over such 12-month period, except that if the termination occurs during a CIC
34

Protection Period, the Covered Executive will be entitled to receive 12 months of base salary following the date of termination, payable in equal installments over nine months,a lump sumwithin five days after signing a release of claims in favor of the Company; (ii) a pro rata portion of his or her annual bonus for the year in which the date of termination occurs, based on year-to-date performance and reimbursementpayable when other senior executives receive their bonuses for such year, except that if the termination occurs during a CIC Protection Period, the Covered Executive will be entitled to receive a pro rata portion of “COBRA” premiums for up to nine months for the executive and his dependents. The severance payments are conditioned upon the executive entering intoor her target bonus, payable within five days after signing a mutual release of claims with us. The Severance Agreements also include noncompetitionin favor of the Company; and non-solicitation covenants, which restrict Ms. Heidman and Mr. Kuick from engaging(iii) a cash payment equal to the COBRA premium for the Covered Executive’s elected coverage as of the date of termination for a period of 12 months, payable in a competitive businesslump sum. Each Covered Executive’s entitlement to the severance payments and benefits described above is subject to his or her execution of a release of claims in favor of the Company and compliance with certain covenants. The Executive Agreements prohibit each Covered Executive from competing with us during theirthe course of his or her employment and for ninesix months thereafter, or soliciting employees at or abovefollowing termination of employment.

Under the level of vice president during their employmentBoennighausen Agreement and for nine months thereafter. For this purpose, “competitive business” is defined as any business engagedthe Executive Agreements, in the fast-casual restaurant businessevent of the executive officer’s death or disability, the executive officer (or his or her estate or other designated beneficiary) will be entitled to receive the base salary and other benefits accrued through the date of death or disability, together with a pro rata portion of the executive officer’s bonus equal to the bonus determined for the year in North America that derives 20%which such event occurs based on actual performance, pro rated for the portion of the year prior to the date of death or more of its revenues from the sale of noodle or pasta dishes.disability.

None of our other NEOs are entitled to receive payments or other benefits upon termination of employment or a change in control, except as provided in the employmentBoennighausen Agreement and Executive Agreements described above, pursuant to certain equity awards granted under the 2010 Stock Incentive Plan described below, and except for amounts payable to Mr. Kuick under the severance agreementsagreement described above.below.

The amounts that could be payable underin the Murphy Agreement,future under the Boennighausen Agreement and the SeveranceExecutive Agreements in the event of termination of employment are shown in the following table, based on the assumptions stated:
 
Employment and Severance Agreement Payout (1)
 Cash Severance 2018 Bonus COBRA
Paul Murphy$550,000
 $—
 $16,357
Dave Boennighausen$525,000
 $426,825
 $25,877
Ken Kuick$243,750
 $19,219
 $4,103
Melissa Heidman$206,250
 $119,240
 $12,561
35
____________________________
(1)Amounts based on the assumptions that the separation event occurred on the final day of fiscal year 2018 and that actual bonus was based on 2018 payout, subject to pro-ration based on year to date time in position up to time of separation.
Nonqualified
Employment and Severance Agreement Payout (1)
Termination Without Cause or Voluntary Termination for Good ReasonChange of Control- Termination Without Cause or Voluntary Termination for Good ReasonDeath or Disability
Dave Boennighausen
Cash Severance$900,000 $1,200,000 $— 
Bonus$240,000 $600,000 $240,000 
COBRA$30,534 $30,534 $— 
Equity Grants$2,454,489 $1,651,064 $1,651,064 
Carl Lukach
Cash Severance$350,000 $350,000 $— 
Bonus$— $210,000 $— 
COBRA$20,356 $20,356 $— 
Equity Grants$98,737 $2,096 $2,096 
Stacey Pool
Cash Severance$325,000 $325,000 $— 
Bonus$78,000 $195,000 $78,000 
COBRA$20,356 $20,356 $— 
Equity Grants$693,541 $431,129 $431,129 
Melissa Heidman
Cash Severance$306,000 $306,000 $— 
Bonus$61,200 $153,000 $61,200 
COBRA$20,356 $20,356 $— 
Equity Grants$671,301 $415,144 $415,144 
Brad West
Cash Severance$306,000 $306,000 $— 
Bonus$61,200 $153,000 $61,200 
COBRA$12,888 $12,888 $— 
Equity Grants$719,562 $228,262 $228,262 
____________________________
(1)Amounts based on the assumptions that the separation event occurred on the final day of fiscal year 2020.
36

Pursuant to a severance agreement entered into in October of 2018 and as disclosed in the Company’s Form 10-K for 2018 filed on March 15, 2019, Mr. Kuick received continued payment of his salary and reimbursement of COBRA payments for a period of nine months after his employment terminated in August of 2020.
Payments Pursuant to Amended and Restated 2010 Stock Incentive Plan
Options
Pursuant to the 2010 Stock Incentive Plan, exercisable portions of options granted to our executive officers expire on the earliest of (i) the tenth anniversary of the effective date of the Plan in May of 2013 (the “Effective Date”), (ii) the ninetieth (90th) day after the termination date if the participant’s employment terminates for any reason other than death, disability or for cause, (iii) one year after the termination date if the participant’s employment terminates due to death or disability, or (iv) the termination date if the participant’s employment is terminated for cause.
Options granted to NEOs generally vest in 25% increments on each of the first through fourth anniversary of the grant date (each such annual period a “Vesting Period”) so long as the participant remains continuously employed by us. Upon receipt of a release of claims acceptable to the Company within forty-five days following the participant’s termination date if the participant’s termination of employment was pursuant to an employment agreement provision permitting termination by the executive for good reason or the termination was by the Company without cause (“Qualifying Termination”) or due to the participant’s death or disability, a pro rata portion of the next vesting installment (based on time worked relative to the twelve months in that Vesting Period) will also vest and become exercisable. If the participant experiences a termination of employment due to a Qualifying Termination within twelve months following a change in control, the unexercisable portion of the option that has not previously expired becomes exercisable upon such event. In addition, the Compensation Committee may, at any time in its sole discretion, accelerate the vesting and exercisability of all or any portion of any option.
RSUs
RSUs granted to NEOs generally vest in 25% increments on four annual “Vesting Periods” so long as the participant remains continuously employed by us. Upon receipt of a release of claims acceptable to the Company within forty-five days following the participant's termination date if the participant's termination of employment was due to a Qualifying Termination or due to the participant's death or disability, a pro rata portion of the next vesting installment (based on time worked relative to the twelve months in that Vesting Period) will also vest. If the participant experiences a termination of employment due to a Qualifying Termination within twelve months following a change in control, the portion of the RSUs that has not previously expired pursuant to the Agreement will vest upon such event. In addition, the Compensation Committee may, at any time in its sole discretion, accelerate the vesting of all or any portion of any RSUs.
PSUs
PSUs granted to NEOs generally vest over three years, subject to the participant remaining continuously employed by us. The PSUs are treated as follows for certain types of terminations of employment prior to the vesting date:
Death/Disability. If the participant’s termination of employment is due to death or disability prior to the vesting date, any PSUs that are earned are paid to the participant following the end of the performance period.

Termination without Cause (not within twelve months following a Change in Control). For PSUs granted prior to 2019, if the participant’s employment is terminated by us without cause other than within twelve months following a change in control, then the number of PSUs that are earned is determined by the Compensation Committee in its discretion based on actual performance through the end of the fiscal quarter ending immediately prior to the date of such termination. The earned PSUs are paid to the participant following the end of the performance period. For PSUs granted in 2019 and thereafter, the PSUs are forfeited upon a termination without cause.

Change in Control.
In the event a change in control occurs before the end of the performance period, unless otherwise determined by the Compensation Committee in its discretion, the PSUs are converted into time-vesting restricted stock units or such other rights as determined by the Compensation Committee (collectively, “RSUs”) as follows. If the change in control occurs prior to the last day of the first fiscal year in the performance period, the number of RSUs will be equal to the PSUs that would have been earned based on achievement at the Target Sales Growth Goal and the Target EBITDA Goal. If the change in control occurs on or after the first day of the second fiscal year in the performance period, the number of RSUs will be equal to the number of PSUs that are earned through the date of the change in control as determined by the Compensation Committee in its discretion based on actual performance (using the annual goals for the three fiscal years in the performance period taken into account by the
37

Compensation Committee in determining the Sales Growth and Adjusted EBITDA goals for the entire performance period) through the day immediately preceding the change in control. Any such RSUs shall be eligible to vest on the vesting date subject to the participant remaining continuously employed by us through that date; provided, however, that if the participant’s termination of employment is by us without cause within twelve months following the change in control, the RSUs vest upon such termination.

If the PSUs (or, as applicable, RSUs) are not continued, assumed or substituted for in a change in control, the PSUs are earned to the extent determined by the Compensation Committee, such earned PSUs vest upon the change in control, and the participant receives with respect to such PSUs either (i) the consideration (whether stock, cash, or other securities or property) received in the change in control by holders of shares for each share held on the effective date of the change in control, (ii) common stock of the successor to the Company with a value based on price per share in the change in control, or (iii) cash based on the price in the change in control, as determined by the Compensation Committee in its discretion.
Non qualified Deferred Compensation
On May 16, 2013 the Company adopted The Executive Non-Qualified “Excess” Plan (the “Excess Plan”). The Excess Plan provides supplementary benefits to the eligible participants whose benefits under the Company’s 401(k) Plan are limited because of the restriction on annual additions that may be made to a qualified defined contribution plan and/or the limitation on compensation that may be taken into account in calculating contributions to such a plan. Our NEOs did not earn any nonqualified deferred compensation benefits from us during 20182020 or 20172019 under the Excess Plan or otherwise.

The following table provides information on the Excess Plan for the year ended December 31, 2020:
2020
NameBeginning BalanceIndividual ContributionsCompany ContributionsAggregate EarningsAggregate Withdrawals/DistributionsAggregate Balance at December 31, 2020
Brad West$11,688 $15,571 $— $6,015 $— $33,274 

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, beginning with this proxy statement, we are providing information about the ratio of the annual total compensation of our CEO, Dave Boennighausen, to the total annual compensation of our median team member.

The 2020 “annual total compensation” of the median compensated of all our “team members” (as those terms are defined under SEC rules) who were employed as of December 15, 2020, other than our CEO, Dave Boennighausen, was $9,668.67; Dave Boennighausen’s 2020 annual total compensation was $2,020,465 and the ratio of those amounts was 209-to-1. 

For purposes of identifying the median compensated team member, we used total cash compensation paid in 2020, as reported to the Internal Revenue Service on Form W-2, of our team member population as of December 15, 2020 (including part-time team members), excluding our CEO. The Company elected to use December 15, 2020 to determine the team member population since it is the last day of the last pay period of 2020. We annualized compensation for team members who did not work for the entire year. We believe the use of total cash compensation for all team members is a consistently applied compensation measure because we do not widely distribute equity awards to team members. Less than 0.6% of our total team member population of 7,138 individuals as of December 15, 2020 received equity awards in 2020. Based on total cash compensation, our median team member was identified as a restaurant team member who was paid on an hourly basis and worked approximately 18 hours per week (or 937 hours per year) in 2020. After identifying the median team member, we calculated that team member’s annual total compensation using the same methodology (and including all the same compensation elements) that we used for our named executive officers in the 2020 Summary Compensation Table set forth above in this proxy statement.

We believe this CEO pay ratio disclosed above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. Because the SEC rules for identifying the median compensated team member and calculating the pay ratio based on that team member’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the
38

pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

39

DIRECTOR COMPENSATION

Under our non-employee director compensation plan, each non-employee director covered by the plan receives an annual cash retainer for board service, an annual cash retainer for committee service and an annual cash retainer for serving as chair of a committee. For 20182020, the Board fixed the retainer for board service at $50,000 per year, ($100,000 in the case of the Chairman of the Board), and it fixed the annual retainers for committee service and committee chairs as follows:
CommitteeAnnual Retainer for Committee ServiceAdditional Annual Retainer for Committee Chair
Audit Committee$15,000 $10,000 
Compensation Committee$10,000 $10,000 
Nominating & Governance Committee$5,000 $5,000 
Committee Annual Retainer for Committee Service Additional Annual Retainer for Committee Chair
Audit Committee $10,000
 $10,000
Compensation Committee $10,000
 $10,000
Nominating & Governance Committee $10,000
 $10,000
The plan also provides that the lead independent director will receive an annual cash retainer of $50,000. Finally, atAt the close of business on the date of the Company’s annual meeting of stockholders, each non-employee director covered by the plan receivedreceives RSUs, which wereare fully vested upon grant, having a fair market value at the date of grant equal to $50,000.$55,000 ($100,000 in the case of the Chairman of the Board). Based on recent peer analysis, our total per-director compensation is positioned at or near the peer group median.
At the height of the COVID pandemic and a result of the impact the pandemic had on the Company’s business operations, the Company’s Board of Directors took a 25% reduction in their cash compensation for the second fiscal quarter of 2020.
Directors who are also employees,team members, such as Messrs.Mr. Boennighausen, and Murphy, do not and will not receive any compensation for theirhis services as directors. In addition, under the stockholders agreement with L Catterton and Argentia, any fees and stock awards otherwise payable to directors appointed by L Catterton shall instead be paid directly to Catterton Management Company, L.L.C. and any fees and stock awards otherwise payable to directors appointed by Argentia shall instead be paid directly to Argentia. The directors that were appointed by L Catterton and Argentia include Messrs. Dahnke and Taub appointed by L Catterton and Mr. Dufresne appointed by Argentia.director. In addition, fees and stock awards otherwise payable to Mr. Lynch are transferredTaub were instead paid directly to Mill Road CapitalCatterton Management LLC, at Mr. Lynch’s request.Company, L.L.C., pursuant to a stockholders agreement.
Directors have been and will continue to be reimbursed for travel, food, lodging and other expenses directly related to their activities as directors. Directors are also entitled to the protection provided by their indemnification agreements and the indemnification provisions in our certificate of incorporation and bylaws, as well as the protection provided by director and office liability insurance provided by us.
Our Board has adopted stock ownership requirements that restrict sales of our stock by our non-employee directors if those sales would cause the value of such individual’s stock holdings to fall below a certain threshold. Currently, the threshold for our non-employee directors is two times the annual cash retainer.
The following table sets forth information concerning the compensation of our independent directors for the fiscal year ended January 1, 2019.December 29, 2020.
Director Name Fees Earned or Paid in Cash ($) Stock Awards ($) Total ($)Director NameFees Earned or Paid in Cash ($)
Stock Awards ($) (7)
Total ($)
Scott Dahnke $90,000
(1) 
$49,997
(5) 
$139,997
Francois Dufresne 70,000
(2) 
49,997
(5) 
119,997
Mary Egan 60,000
(3) 
83,328
(5)(6) 
143,328
Mary Egan$70,313 (1)$55,000 $125,313 
Robert Hartnett 60,000
(3) 
49,997
(5) 
109,997
Robert Hartnett79,688 (2)55,000 134,688 
Jeffrey Jones 100,000
(4) 
49,997
(5) 
149,997
Jeffrey Jones128,750 (3)125,931 254,681 
Thomas Lynch 50,000
 49,997
(5) 
99,997
Drew Madsen 50,000
 83,328
(5)(6) 
133,328
Drew Madsen60,938 (4)55,000 115,938 
Elisa SchreiberElisa Schreiber60,873 (5)55,000 115,938 
Andrew Taub 50,000
 49,997
(5) 
99,997
Andrew Taub21,875 (6)55,000 76,875 
Shawn TaylorShawn Taylor— 22,912 22,912 
____________________________
(1)
This amount includes $10,000 for serving on each of the Compensation and Nominating and Corporate Governance committees and $10,000 for serving as the Chairman of each of the Compensation and Nominating and Corporate Governance committees. All amounts to which Mr. Dahnke is entitled are paid directly to Catterton Management Company, L.L.C., which is affiliated with LCatterton.
(1)This amount includes $15,000 for serving on the Audit Committee, $5,000 each for serving on the Nominating and Corporate Governance Committee and serving as the Chairperson of the Nominating and Corporate Governance Committee.
(2)This amount includes $15,000 for serving on the Audit Committee, $10,000 each for serving on the Compensation Committee and serving as the Chairperson of the Compensation Committee.
(3)This amount includes fees for serving as the Chairman of the Board. Additionally, the amount includes $15,000 for serving on the Audit Committee and $10,000 each for serving as Chairman of the Audit Committee and serving on the Compensation Committee.
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(4)This amount includes $10,000 for serving on the Compensation Committee and $5,000 for serving on the Nominating and Corporate Governance Committee.
(5)This amount includes $10,000 for serving on the Compensation Committee and $5,000 for serving on the Nominating and Corporate Governance Committee.
(6)This amount includes a pro-rata portion of Mr. Taub’s board retainer for the period prior to his resignation.
(7)The annual retainer grant in 2020 had a grant date fair value (computed in accordance with FASB ASC Topic 718) of $6.25 per share. Mr. Jones received $100,00 for his current year service and received a pro-rata grant for his service from September through December 2019 as Chairman of the Board.The shares in the retainer grants for Mr. Taub were transferred directly to Catterton Management Company, L.L.C. Mr. Taylor received a pro-rated grant with a grant date fair value of $8.18 as his appointment date was December 15, 2020.




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(2)This amount includes $10,000 for serving on each of the Compensation and Nominating and Corporate Governance committees. All amounts to which Mr. Dufresne is entitled are paid directly to Argentia.
(3)This amount includes fees for serving on the Audit Committee.

(4)This amount includes fees for serving as the Lead Independent Director. Additionally, the amount includes $10,000 for serving on each of the Audit and Compensation Committees and $10,000 for serving as the Chairman of the Audit Committee.
(5)The annual retainer grant in 2018 had a grant date fair value (computed in accordance with FASB ASC Topic 718) of $9.30 per share. The shares in the retainer grants for Messrs. Dahnke and Taub were transferred directly to Catterton Management Company, L.L.C., the shares in the retainer grant for Mr. Dufresne were transferred directly to Argentia and the shares in the retainer grant for Mr. Lynch were transferred directly to Mill Road Capital Management LLC. Mr. Jones has outstanding vested and exercisable options to purchase 14,117 shares of our Class A common stock.
(6)This amount included the 2018 annual grant and a pro-rated grant for the partial year of service prior to the annual grant date.





TRANSACTIONS WITH RELATED PERSONS

The following is a description of each transaction since January 3, 2018,1, 2020, including any currently proposed transaction, in which we were or are to be a participant, in which the amount involved exceeded or will exceed $120,000, and in which any of our directors, director nominees, executive officers, beneficial holders of more than 5.0% of either our Class A or our Class B common stock, or any of their immediate family members had or will have a direct or indirect material interest.
Stockholders Agreement. In connection with our initial public offering, we amended and restated our stockholders agreement, dated as of July 2, 2013, with our Equity Sponsors, which amendment and restatement became effective upon the completion of our initial public offering. The stockholders agreement grants our Equity Sponsors the right, subject to certain conditions, to nominate representatives to our Board of Directors and committees of our Board of Directors.
Additionally, L Catterton and Argentia have agreed to elect each other’s director nominees and to not take certain actions affecting us without the consent of the other.
If at any time an Equity Sponsor owns more than 10.0% and less than 20.0% of our outstanding Class A and Class B common stock, such Equity Sponsor has the right to designate one nominee for election to our Board of Directors. If an Equity Sponsor’s ownership level falls below 10.0% of our outstanding Class A and Class B common stock, such Equity Sponsor will no longer have a right to designate a nominee. As discussed above, currently L Catterton has the right to designate one member to our Board of Directors, and Argentia no longer has any director nomination rights.

Registration Rights Agreement. Pursuant to the terms of a registration rights agreement between us and certain holders of our stock, including L Catterton, certain of its affiliates and Argentia, are entitled to demand and piggyback rights:
Demand Registrations. Under the registration rights agreement, both L Catterton and Argentia are able to require us to file a registration statement under the Securities Act, covering at least 10% of our equity interests, and we are required to notify holders of such securities in the event of such request (a “Demand Registration Request”). Each of L Catterton and Argentia can issue unlimited Demand Registration Requests, unless we are ineligible to use Form S-3, in which case we will not be obligated to grant more than three Demand Registration Requests to each of L Catterton and Argentia during such period of ineligibility.
Piggyback Registrations. Under the Registration Rights Agreement, if at any time we propose or are required to register any of our equity securities under the Securities Act (other than a demand registration or pursuant to an employee benefit or dividend reinvestment plan), we will be required to notify each of L Catterton and Argentia of its right to participate in such registration and to use commercially reasonable efforts to cause all eligible securities requested to be included in the registration to be so included.
Private Placement to LCatterton. On February 8, 2017 we entered into a securities purchase agreement with L Catterton in connection with an equity investment in the Company made by L Catterton. The securities purchase agreement provides for the registration of the Class A common stock that was received upon conversion of convertible preferred stock issued to L Catterton in 2017 as well as Class A common stock subject to warrants held by L Catterton.
In connection with the private placement with L Catterton in 2017, we entered into a Letter Agreement with Argentia that provides we will indemnify Argentia in limited circumstances for certain losses incurred by Argentia or its affiliates that arise out of the private placement, for which transaction Argentia provided its consent pursuant to the terms of our stockholders agreement.  The Letter Agreement, among other things, also provides for us to register shares of common stock held by Argentia, on terms substantially similar to the registration rights that we agreed to provide to L Catterton in the securities purchase agreement.
Private Placement to Mill Road Capital. On March 13, 2017, we entered into a securities purchase agreement with Mill Road Capital in connection with an equity investment in the Company made by Mill Road. Under the securities purchase agreement, if at any time Mill Road Capital owns 10.0% or more of our outstanding Class A and Class B common stock, Mill Road Capital has the right to designate one nominee for election to our Board of Directors. Currently Mill Road has the right to designate one member to our Board of Directors. If Mill Road Capital’s ownership level falls below 10% of our outstanding Class A and Class B common stock, Mill Road Capital will no longer have a right to designate a nominee. Our securities purchase agreement with Mill Road Capital also provides for the registration of any outstanding shares of Class A common stock or other Company equity securities held by Mill Road Capital. Mill Road does not currently have a designee on the Board.

Registration StatementStockholders Agreement. Our amended and restated stockholders agreement dated as of July 2, 2013, granted On May 25, 2018 we filed an S-3 registration statement withL Catterton the SEC covering the following shares ownedright, subject to certain conditions, to nominate representatives to our Board of Directors and committees of our Board of Directors. Mr. Taub was designated as a director by our equity sponsors and their affiliates, as well as 5,000,000 sharesL Catterton until his resignation in June 2020. As a consequence of Class AL Catterton’s dispositions of our common stock, that could be offered and sold by the Company:
Equity Sponsor or AffiliateNumber of Shares of Common Stock Covered by Registration Statement
Catterton-Noodles, LLC13,001,550
Catterton Management Company, L.L.C.35,078
Mill Road Capital II L.P.8,873,240
Thomas E. Lynch15,792
Argentia Private Investments Inc.8,281,849

The registration statement became effective on June 8, 2018 andL Catterton no longer has been continuously effective since that date until the date of this Proxy Statement.
Underwritten Offering. In July 2018 we and our equity sponsors consummated an underwritten offering (the “Offering”) of shares of our Class A common stock in which our equity sponsors sold the following number of such shares (including shares sold pursuanta right to the exercise of an overallotment option by the underwriters):designate a nominee.
Equity Sponsor or AffiliateNumber of Shares of Common Stock Covered by Registration Statement
Catterton-Noodles, LLC3,004,383
Mill Road Capital II L.P.2,210,816
Argentia Private Investments Inc.2,059,801
The Company reimbursed certain fees and expenses of the Equity Sponsors pursuant to its obligations under its registration rights agreements.
Procedures for Approval of Related Party Transactions. Our written policies on related party transactions, which are included in our Audit Committee charter and our EmployeeTeam Member Code of Business Conduct and Ethics, address the policies and procedures for review and approval of related party transactions. These policies cover certain relationships and material obligations and interests. These policies provide that, in determining whether or not to recommend the initial approval or ratification of a related party transaction, all relevant facts and circumstances available shall be considered. The Audit Committee is responsible for approval and ratification of certain related person transactions pursuant to the applicable policies and procedures. All of the above-summarized transactions have been approved as required under such policies.



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REPORT OF THE AUDIT COMMITTEE
This report of the Audit Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent that The Company specifically incorporates this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act of 1933 or the Securities Exchange Act of 1934.
The principal purpose of the Audit Committee is to assist the Board of Directors in its oversight of (i) the integrity of our accounting and financial reporting processes and the audits of our financial statements; (ii) our system of disclosure controls and internal controls over financial reporting; (iii) our compliance with legal and regulatory requirements; (iv) the qualifications and independence of our independent auditor; (v) the performance of our independent auditor; and (vi) the business practices and ethical standards of the Company. The Audit Committee is responsible for the appointment, compensation, retention and oversight of work of the Company’s independent auditor. The Audit Committee’s function is more fully described in its charter.
Our management is responsible for the preparation, presentation and integrity of our financial statements, for the appropriateness of the accounting principles and reporting policies that we use and for establishing and maintaining adequate internal control over financial reporting. Ernst & Young LLP, or Ernst & Young, our independent registered public accounting firm for the year ending January 1, 2019,December 29, 2020, was responsible for performing an independent audit of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 1, 2019,December 29, 2020, and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.
The Audit Committee has reviewed and discussed with management our audited financial statements included in our Annual Report on Form 10-K for the year ended January 1, 2019.December 29, 2020.
The Audit Committee has also reviewed and discussed with Ernst & Young the audited financial statements in the Form 10-K. In addition, the Audit Committee discussed with Ernst & Young those matters required to be discussed under applicable standards of the Public Company Accounting Oversight Board (the “PCAOB”). and the SEC. Additionally, Ernst & Young provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the PCAOB regarding Ernst & Young’s communications with the Audit Committee concerning independence. The Audit Committee also discussed with Ernst & Young its independence from the Company.
Based upon the review and discussions described above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Form 10-K for filing with the SEC.

THE AUDIT COMMITTEE

Jeffrey Jones (Chair)
Mary Egan
Robert Hartnett




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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and SEC rules require our directors, executive officers and persons who own more than 10% of any class of our common stock to file reports of their ownership and changes in ownership of our common stock with the Securities and Exchange Commission. Based solely on our review of the reports filed during 2018, and on written representations from such reporting persons, we determined that no director, executive officer or beneficial owner of more than 10% of any class of our common stock failed to file any report as required under Section 16(a) on a timely basis during 2018.

STOCKHOLDER PROPOSALS
Stockholder proposals for inclusion in the Company’s Proxy Statement and form of proxy pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, relating to the Company’s 20202022 annual meeting of stockholders to be held in 20202022 must be received by the Company at the principal executive offices of the Company no later than the close of business on December 5, 2019.November 16, 2021. Stockholders wishing to make a director nomination or bring a proposal before the annual meeting to be held in 20202021 (but not include it in the Company’s proxy materials) must provide written notice of such proposal to the Secretary of the Company at the principal executive offices of the Company not later than the close of business on February 15, 2020January 27, 2022 and not earlier than the close of business on January 16, 2020.December 28, 2021. However, if the Company changes the date of the 20202022 annual meeting of stockholders to a date more than 30 days before or 70 days after the anniversary of the 20192021 Annual Meeting, then such notice must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the date on which public announcement of the date of such meeting is first made by the Company. Any matter so submitted must comply with the other provisions of the Company’s bylaws and be submitted in writing to the Secretary at the principal executive offices.
DIRECTORS’ ATTENDANCE AT ANNUAL STOCKHOLDER MEETINGS
The Company invites its Board members to attend its annual stockholder meetings and requires that they make every effort to attend the annual meetings absent an unavoidable and irreconcilable conflict. NineTwo directors of the Company’s directorsCompany then serving attended the Company’s 20182020 Annual Meeting of Stockholders.Stockholders in person and, due to the COVID-19 pandemic and related shelter in place orders, the remaining directors attended the annual meeting via conference call.
STOCKHOLDER COMMUNICATIONS
Any security holder of the Company wishing to communicate with the Board may write to the Board at Board of Directors, c/o Corporate Secretary, Noodles & Company, 520 Zang Street, Suite D, Broomfield, CO 80021, or by email at investorrelations@noodles.com. The Corporate Secretary will maintain a log of such communications and transmit as soon as practicable such communications to the identified director addressee(s), unless there are safety or security concerns that mitigate against further transmission of the communication, as determined by the Corporate Secretary. The Board or individual directors so addressed will be advised of any communication withheld for safety or security reasons as soon as practicable.
In addition, any person wishing to communicate with Jeffrey Jones, the Company’s Lead Independent Director,our Board Chairman, or with the Company’s other independent directors may do so by writing to them, c/o Corporate Secretary, Noodles & Company, 520 Zang Street, Suite D, Broomfield, CO 80021, or by email at investorrelations@noodles.com.
OTHER BUSINESS
The Board does not presently intend to bring any other business before the Annual Meeting, and, so far as is known to the Board, no matters are to be brought before the Annual Meeting except as specified in the Notice of the Annual Meeting. As to any other business that may properly come before the Annual Meeting, however, it is intended that proxies, in the form enclosed, will be voted in respect thereof in accordance with the judgment and discretion of the persons voting such proxies.
Whether or not you expect to attend the meeting, please vote so that your shares may be represented at the meeting.
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange CommissionSEC under the Securities Exchange Act of 1934, as amended.amended (the “Exchange Act”).
We make available free of charge on or through our Internet website, investor.noodles.com, our reports and other information filed with or furnished to the SEC and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the

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Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC’s Internet website, www.sec.gov, also contains reports, proxy statements and other information about issuers, like us, who file electronically with the SEC.

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WE WILL PROVIDE, WITHOUT CHARGE, ON THE WRITTEN REQUEST OF ANY STOCKHOLDER, A COPY OF OUR 20182020 ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES REQUIRED TO BE FILED WITH THE SEC PURSUANT TO RULE 13A-1. STOCKHOLDERS SHOULD DIRECT SUCH REQUESTS TO THE COMPANY’S SECRETARY AT NOODLES & COMPANY, 520 ZANG STREET, SUITE D, BROOMFIELD, CO 80021, OR BY EMAIL AT INVESTORRELATIONS@NOODLES.COM.





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