NOODLES & Co appointed Drew Madsen as new CEO

Item 5.02. Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On November 9, 2023, the Board of Directors (the "Board") of Noodles & Company (the "Company") appointed Drew Madsen, 67, as the Company's interim Chief Executive Officer, effective immediately. Mr. Madsen has served as a member of the Board since September 2017 and will continue to serve as a member of the Board while he is the interim Chief Executive Officer. The Board will conduct a comprehensive search process to identify a permanent Chief Executive Officer with the assistance of an executive search firm.


In connection with his appointment as interim Chief Executive Officer, the Company entered into an offer letter with Mr. Madsen, dated November 9, 2023 (the "Offer Letter"). Mr. Madsen will serve as interim Chief Executive Officer until the earlier of the one-year anniversary of his appointment as interim Chief Executive Officer or the date a permanent Chief Executive Officer commences employment with the Company. For his role as interim Chief Executive Officer, Mr. Madsen will receive the following compensation and benefits: (i) an annual base salary of $669,500 and (ii) a grant of restricted stock units pursuant to the Company's 2023 Stock Incentive Plan (the "2023 Plan") with respect to 100,000 shares of the Company's common stock, which units will vest upon the earlier of the date a permanent Chief Executive Officer commences employment with the Company or a change in control (as defined in the 2023 Plan). In addition, commencing on May 1, 2024, Mr. Madsen is entitled to receive a grant of restricted stock units pursuant to the 2023 Plan with respect to 10,000 shares of the Company's common stock on the first day of each month on which he continues to serve as interim Chief Executive Officer, which units will vest upon the earlier of the date a permanent Chief Executive Officer commences employment with the Company or a change in control (as defined in the 2023 Plan). Mr. Madsen is further entitled to the standard benefits available to the Company's executives generally, including health insurance, life and disability coverage and the option to participate in the Company's 401(k) Savings Plan. Mr. Madsen will not receive compensation paid to members of the Board while serving as Chief Executive Officer (but shall receive a prorated director equity grant for the year in which he returns to serving solely as a member of the Board).


Biographical and other information about Mr. Madsen required by Item 5.02(c) of Form 8-K is included in the Company's proxy statement on Schedule 14A for its 2023 annual stockholders' meeting filed with the SEC on March 31, 2023, and is incorporated herein by reference. There were no arrangements or understandings between Mr. Madsen and any other person pursuant to which Mr. Madsen was selected as an officer. There are no family relationships between Mr. Madsen and any director or executive officer of the Company required to be disclosed under Item 401(d) of Regulation S-K, and he does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


Dave Boennighausen ceased serving as Chief Executive Officer of the Company, effective November 9, 2023. Subject to Mr. Boennighausen's timely execution of a release agreement (and non-revocation in the time provided to do so), which includes a release of claims against the Company and its affiliates, Mr. Boennighausen will be entitled to receive the payments and benefits associated with a termination without Cause, as such term is defined in Mr. Boennighausen's Employment Agreement, dated October 27, 2020, by and between the Company and Mr. Boennighausen, which was originally filed as Exhibit 10.1 attached to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ("SEC") on October 29, 2020. In accordance with Mr. Boennighausen's Employment Agreement, Mr. Boennighausen has resigned from all other positions with the Company and its affiliates, including as a member of the Board.