Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 2, 2020, Noodles & Company (the “Company”) announced that the Board of Directors of the Company (the “Board”) appointed Carl Lukach, 40, as Chief Financial Officer of the Company, effective November 30, 2020. Mr. Lukach will be responsible for leading the Company’s accounting, finance and supply chain operations and will be the Company’s principal financial officer. He will report directly to Chief Executive Officer Dave Boennighausen. The Company’s press release announcing Mr. Lukach’s appointment is furnished as Exhibit 99.1 to this Current Report on Form 8‑K.
In connection with his appointment as Chief Financial Officer, the Company entered into an offer letter with Mr. Lukach, effective as of October 29, 2020 (the “Offer Letter”). The Offer Letter provides that, upon commencement of his employment with the Company, Mr. Lukach will receive the following compensation and benefits as Chief Financial Officer: (i) an annual base salary of $350,000; (ii) an annual bonus opportunity with a target amount equal to 60% of Mr. Lukach’s base salary, with the actual bonus amount based upon achievement of Company and individual performance targets; (iii) a sign-on bonus of $50,000 and (iv) an initial equity grant under the Company’s Equity Incentive Plan equal to $100,000 and a 2021 annual grant valued at $400,000, comprised of 50% performance-based restricted stock units and 50% restricted stock units. Mr. Lukach 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. Either Mr. Lukach or the Company may terminate Mr. Lukach’s employment at any time for any reason.
Mr. Lukach brings more than 17 years of diverse financial leadership to Noodles. Most recently, he spent four years as VP Finance at Equinox, the namesake brand within Equinox Group, a high-growth collective of the world’s most 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 held several roles in finance and corporate development for Abercrombie & Fitch (“A&F”), a global specialty retailer, where he led the successful 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, Mr. Lukach spent over a decade in investment banking at Credit Suisse with an industry focus in food and retail businesses. As a director, he was responsible for advising clients in capital fund raising and M&A transactions. He holds a bachelor’s degree in finance and psychology from Georgetown University.
There were no arrangements or understandings between Mr. Lukach and any other person pursuant to which Mr. Lukach was selected as an officer. There are no family relationships between Mr. Lukach 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.