Former Just Salad CFO Stefan Boyd is suing the restaurant chain for $1.2 million he claims is owed under his separation agreement. According to a complaint filed last week in Manhattan Supreme Court in New York, Boyd argues that he lost the money precisely because he performed too well for the company.

The lawsuit was filed on March 27 by the law firm Parker Pohl LLP on behalf of Boyd. The complaint states that Boyd, who left the company in 2023, helped Just Salad achieve a$1 billion valuationafter assisting the company in completing a $200 million fundraising round in February—and under the terms of Boyd's separation agreement with New York-based Just Salad, this valuation entitled Boyd to a $1.2 million payment.

The 39-page complaint also alleges that after the February fundraising round was completed, Just Salad CEO Kenner chose to "exploit" the wording in the separation agreement, "arguing that a technical reading of the agreement could leave Boyd with no compensation at all, because the relevant language actually presupposed a significantly lower valuation."

"Stefan threw himself into his work, and as a result, the company's value skyrocketed," David Pohl, co-founder of Parker Pohl LLP, said in an email statement to CFO Dive. "He never imagined that if his work far exceeded everyone's expectations, the company would refuse to pay based on a flawed contractual definition—arguing that the definition did not require payment when growth was so strong."

"Just Salad is effectively refusing to pay because Stefan's work created too much value and helped the company raise too much money. Just Salad apparently thinks it is acceptable to treat a dedicated employee this way, but we believe the court will see things differently."

However, Boyd's former employer argues that the conditions for such a payment under the separation agreement were not met.

"Stefan Boyd left the company in March 2023, at which time he signed a clear separation agreement that he himself helped draft and negotiate. The terms of that agreement are clear and unambiguous, but they were not satisfied, and therefore no payment was owed," a spokesperson for Just Salad said in an email to CFO Dive. "These allegations and purported statements are completely false, and we look forward to vigorously defending against them."

Valuation tug-of-war

The terms of Boyd's separation agreement—which was not included in the complaint and which his attorneys declined to provide—are at the heart of the dispute. The dispute centers on the March 17, 2023 agreement, its relationship to the company's equity plan, and Just Salad's unprecedented unicorn status achieved in the February fundraising round.

According to the complaint, Boyd, who previously worked at Le Pain Quotidien and JPMorgan, joined Just Salad in 2019 with the explicit goal of helping the company complete a planned capital raise at a higher valuation. During his tenure as CFO, Boyd deferred most of his compensation into the employee equity plan—a plan that promised participants payment upon future fundraising rounds of this kind.

Due to a "strained" relationship with Just Salad CEO Nick Kenner, Boyd left the company in April 2023. The complaint states that his separation agreement provided that, although Boyd would no longer participate in the equity plan, he would receive a "substantial payment" upon the completion of a specified financing round.

According to his LinkedIn profile, Boyd currently serves as CFO of Rosa Mexicano Restaurants, a position he took in April 2023. Jared Garber, a Goldman Sachs alum, was appointed ashis successor。

The complaint states that 18 months after Boyd's departure, Just Salad completed its fundraising round in February, achieving a "staggering" $1 billion valuation, which meant it sold less equity than previously anticipated.

However, while other participants in the company's equity plan received payments, Boyd received a letter informing him that instead of receiving $1.2 million, he was only entitled to a $150,000 payment upon completion of the fundraising round—according to the complaint, because Just Salad's fundraising only required selling 20% of its equity, rather than 30%; and under the equity plan and separation agreement, the 30% sale threshold was the "trigger" for a distribution event.

"In effect, defendant Just Salad has taken the absurd position that Boyd should be deprived of the rewards of his work... because he created too much value; because he did his job too well; because the foundation he laid was too solid; because the company grew too much and raised too much money (while giving up too little equity)," the complaint alleges.

In addition to the $1.2 million, Boyd is also seeking $5 million in damages—an amount he would have received, according to the lawsuit, if he had still been participating in the company's equity plan after the February fundraising round. The lawsuit also cites alleged statements by CEO Kenner, indicating that the executive was aware of this fact.

"Although Kenner also admitted that, under the 'spirit of the deal,' paying Boyd the lesser $1.2 million under the separation agreement would have been reasonable, he stated that the company did not owe Boyd a single dollar," the complaint reads, citing other alleged statements by Kenner. "Instead, Kenner said Boyd should find satisfaction and pride in his work: 'You should wear it as a badge of honor on your sleeve for the rest of your career,' Kenner said."