Who administers the Noodles & Company 2023 Stock Incentive Plan?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
In May of 2023, the Company's Board of Directors adopted the 2023 Stock Incentive Plan, which was approved at the annual meeting of stockholders on May 16, 2023 (the "2023 Plan"). The 2023 Plan authorizes the grant of non-qualified stock options, incentive stock options, stock appreciation rights ("SARs"), restricted stock, restricted stock units ("RSUs"), performance share units ("PSUs") and incentive bonuses to employees, officers, non-employee directors and other service providers, as applicable. The Company's 2013 Stock Incentive Plan, as amended and restated in May of 2013 was terminated. The 2023 Plan is administered by the Compensation Committee of the Company's Board of Directors (the "Board") or another committee designated by the Board, or in the absence of any such committee, the Board itself (the "administrator"). Stock options are granted at a price determined by the administrator at an exercise price that is not less than the fair market value of the underlying stock on the date of grant. The administrator may also grant SARs and RSUs with terms determined by the administrator in accordance with the 2023 Plan. All share-based awards (except for RSUs) granted under the 2023 Plan have a life of ten years. Most awards vest ratably over four years; however, some have been granted with different vesting schedules. Of the awards outstanding, none have been granted to non-employees (except those granted to non-employee members of the Board of Directors of the Company) under the 2023 Plan. In 2022, the Company launched the General Manager ("GM") Equity program which granted RSUs to top performing general managers with a three year cliff vesting. The final grant under the GM Equity program was in the first quarter of 2024. At December 31, 2024, approximately 2.7 million share-based awards were available to be granted under the 2023 Plan.
Source: Item 22 — CONTRACTS (FDD pages 98–99)
What This Means (2025 FDD)
According to Noodles & Company's 2025 Franchise Disclosure Document, the 2023 Stock Incentive Plan is administered by the Compensation Committee of the Company's Board of Directors, another committee designated by the Board, or in the absence of any such committee, the Board itself. This plan, adopted in May 2023 and approved by stockholders on May 16, 2023, allows for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance share units, and incentive bonuses to employees, officers, non-employee directors, and other service providers.
The administrator determines the price of stock options, ensuring it is not less than the fair market value of the underlying stock on the grant date. They also set the terms for SARs and RSUs in accordance with the 2023 Plan. Share-based awards, excluding RSUs, typically have a life of ten years and vest ratably over four years, although some may have different vesting schedules.
As of December 31, 2024, approximately 2.7 million share-based awards were available to be granted under the 2023 Plan. The 2013 Stock Incentive Plan was terminated when the 2023 Plan was created. This indicates that Noodles & Company uses stock-based compensation as part of its overall employee and executive compensation strategy, which is a fairly common practice among publicly held companies to incentivize performance and align employee interests with those of the shareholders.