DEF 14A of El Pollo Loco Holdings, Inc.
Filed Apr 16, 2024 · FY20230001606366-24-000020
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Our business operates under the direction of our Board, which currently consists of nine directors. Our certificate of incorporation divides our Board into three classes, Classes I, II, and III, with terms expiring in 2024, 2025, and 2026, respectively. Our Board has nominated, and stockholders are being asked to elect, Deborah Gonzalez and Elizabeth Williams as our Class I directors, each for a three-year term expiring at the 2027 annual meeting of stockholders. If elected, the nominees will each hold office until their respective successor is duly elected and qualified or until their earlier death, resignation, or removal. The terms of Michael G. Maselli and Carol “Lili” Lynton, who each currently serve as Class I directors, will end at the 2024 annual meeting. They will each not be nominees for director and will retire from the Board immediately prior to the 2024 annual meeting. Accordingly, on March 22, 2024, the Board resolved to reduce the size of the Board from nine to seven directors effective immediately prior to the 2024 annual meeting. Mr. Maselli is our former Chairperson and has served on our Board since 2011, providing critical leadership leading up to and following our initial public offering in 2014. Ms. Lynton joined our Board in 2016 as an independent director, enabling our Board to reach majority independence as we seasoned as a public company. Ms. Lynton has been a committed member of the Compensation Committee during her eight-year tenure on the Board, and has also most recently led the Audit Committee as its Chair. We thank Mr. Maselli and Ms. Lynton for their many years of dedicated service to our company and for their confidence in our Board and new leadership under Ms. Williams and Mr. Floyd as we seek to unlock our brand’s long-term potential. The two Class I director nominees, Deborah Gonzalez and Elizabeth Williams, have each consented to be named in this proxy statement and to serve as a director if elected. If any nominee of the Board is unable to serve, or for good cause will not serve, as a director at the time of the annual meeting, the persons who are designated as proxies intend to vote, in their discretion, for any other substitute nominees that may be designated and recommended by the Board. As of the date of this proxy statement, the Board has no reason to believe that either of the director nominees named above will be unable to serve, or for good cause will not serve, as a director if elected. Ms. Gonzalez was previously elected to serve on our Board of Directors by our stockholders. Ms. Williams was appointed to the Board and as the Company’s Chief Executive Officer on March 11, 2024. You may vote “FOR ALL,” of the nominees, “WITHHOLD” your vote from all of the nominees or “WITHHOLD” your vote from either one of the nominees. The directors are elected by a plurality of the votes cast at the annual meeting. “Plurality” means that the two individuals who receive the largest number of votes “FOR” are elected as Class I directors. As a result, any shares not voted “FOR” a particular nominee (whether as a result of stockholder withholding or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. The Board recommends that you vote “FOR ALL” the Class I director nominees to be elected to the Board.
INFORMATION REGARDING THE BOARD OF DIRECTORS
INFORMATION REGARDING THE BOARD OF DIRECTORS
Biographies of Director Nominees and Continuing Directors
Biographies of Director Nominees and Continuing Directors The following is biographical information about each nominee for election to our Board of Directors at the 2024 annual meeting and each of the other continuing directors, including a description of the experience, qualifications and skills that have led the Board to determine that each director should serve on the Board. The age of each director is as of April 16, 2024.
Biographies of Director Nominees and Continuing Directors
| Name | Age | Position | | William R. Floyd | 79 | Chairperson and Director | | Elizabeth Williams | 47 | Chief Executive Officer and Director | | Douglas J. Babb | 72 | Director | | Samuel N. Borgese | 75 | Director | | Mark Buller | 59 | Director | | Nancy Faginas-Cody | 64 | Director | | Deborah Gonzalez | 59 | Director |
Biographies of Director Nominees and Continuing Directors
William R. Floyd was elected Chairperson of our Board on April 18, 2023, following Michael Maselli’s resignation as Chairperson on April 18, 2023. Prior to his election to Chairperson of our Board, Mr. Floyd has been a director on our Board since 2016. From 2012 to 2019, Mr. Floyd was a director of Korn/Ferry International, a major executive recruiting firm and talent consultancy, as well as Pivot Physical Therapy, a regional outpatient physical therapy provider. In addition, he served as a business development corporation board member of Muzinich Capital LLC and a broker–dealer affiliated with Muzinich & Co., Inc., a global institutional asset manager specializing in corporate credit from 2016 to 2019. From October 2017 to September 2020, Mr. Floyd served as Chairman of Busaba Restaurants, a U.K. based Thai restaurant concept for which Muzinich is the principal debt holder. From 2009 to 2012, he was Chairman of the Board of Buffet Holdings, Inc., which, through its subsidiaries, owns and operates a chain of restaurants in the United States. Before his retirement as an executive, from 2007 to 2008, he was Chairman and Chief Executive Officer of Physiotherapy Associates, a leading provider of outpatient physical rehabilitation services. From 2006 to 2007, he was Chairman and Chief Executive Officer of Benchmark Medical, Inc., a predecessor to Physiotherapy Associates. From 2001 to 2006, he was Chairman and Chief Executive Officer of Beverly Enterprises, Inc., a leading provider of eldercare services. From 2000 to 2001, he was President and Chief Operating Officer of Beverly Enterprises, Inc. From 1996 to 1998, he was President and Chief Executive Officer of Choice Hotels International. From 1989 to 1996, he served in various executive positions within PepsiCo Inc.’s restaurant group, including, from 1995 to 1996, as Chief Operating Officer of Taco Bell Corp., and, from 1994 to 1995, as Chief Operating Officer of Kentucky Fried Chicken. Mr. Floyd holds a bachelor's degree from the University of Pennsylvania, and an MBA from the Wharton School of the University of Pennsylvania, where he served as a member of the Board of Overseers of the University of Pennsylvania School of Nursing from 2006-2021. Because of his 30-plus years of experience in marketing, management, and operations, as a director, executive, and senior manager in the service industry, with a particular focus on food service, Mr. Floyd is well-qualified to serve as Chairperson of our Board. Elizabeth “Liz” Williams has served as our Chief Executive Officer and a member of our Board since March 2024. Prior to joining El Pollo Loco, Ms. Williams was the CEO of Outfox Hospitality, overseeing Foxtrot, a modern café and convenience store. She orchestrated a merger with Dom’s Kitchen and Market during her tenure. Before her time at Outfox, Ms. Williams led Hart House, LLC, and served as CEO of Drybar Holdings, LLC. Her extensive career also includes leadership roles at Taco Bell, where she held positions such as Chief Financial Officer, Vice President of Financial Planning and Analysis, and President of Taco Bell International. Ms. Williams also spent six years at Boston Consulting Group, specializing in Consumer and Retail practice. She holds a bachelor’s degree from the University of Texas and an MBA from Northwestern Kellogg School of Management. Ms. Williams is well-qualified to serve on our Board due to her significant experience leading high-growth multi-unit retail, restaurant and service businesses and, as our Chief Executive Officer, she provides a vital link between our Board and management team. Douglas J. Babb has been a director since 2018. From 2007 to 2014, he was Chief Executive Officer of Cooper Clinic, P.A. (“Cooper”), one of the largest multi-specialty, physician-owned clinics in the Arkansas region. Additionally, from 2010 to 2014, he served as an Adjunct Instructor for the College of Business at the University of Arkansas - Fort Smith. From 2015 to present, he serves as Managing Director for Babb Strategic Services, L.L.P. (“Babb Strategic”), a consulting and strategic planning services company that he formed in 2006. Prior to forming Babb Strategic, he served as Executive Vice President - Chief Administrative and Legal Officer, and Secretary of Beverly Enterprises, Inc., a leading provider of healthcare services to the elderly in the United States, from 2000 to 2006. Prior to that he served in various senior executive roles at Burlington Northern, Inc., a diversified transportation company and Burlington Northern Santa Fe Corporation, from 1978 to 1999 and as Staff Counsel for the South Carolina Attorney General’s Office from 1977 to 1978. Mr. Babb is Immediate Past Chair of the United States Marshals Museum. During his 5 1/2 years as Chair, the museum experience was fabricated and installed and the museum completed. The 53,000 square foot museum honoring the United States Marshals Service opened to the public on July 1, 2023. Mr. Babb is now a Director on the United States Marshals Museum Foundation Board of Directors. He holds a bachelor's degree from Minnesota State University and a J.D. from the University of South Carolina. Mr. Babb is well-qualified to serve on our Board on account of his extensive experience, in particular the successful turnaround of Beverly Enterprises. Samuel N. Borgese has been a director since 2011, and served as Chairman of our Board in 2011, while he also served as our Executive Chairman. Since 2022, Mr. Borgese has been President, and Chief Executive Officer of Gather Holdings, LLC, which holds 100% interest in Shari’s Management Corporation and Shari’s Restaurant Group. Since 2017, Mr. Borgese has also served as President, Chief Executive Officer and Director of Shari's Management Corporation and Shari's Restaurant Group, a multilocation family dining company. Since 2011, Mr. Borgese has been Managing Partner of Aceneca, LLC, a restaurant investment and consulting firm focused on creating shared value in the restaurant and other business sectors. From October 2014 to August 2016, he was President and Chief Executive Officer, and a member of the board of directors, of LRI Holdings, Inc., and its affiliates Logan’s Roadhouse, Inc., and Roadhouse Holding Inc., collectively known as Logan’s Roadhouse, a casual dining steakhouse chain. In August 2016, the Logan’s Roadhouse entities and various of their affiliates filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code. Mr. Borgese left Logan’s Roadhouse in August 2016, following the declaration of bankruptcy. From 2011 to 2014, he was Chief Executive Officer of Max Brenner International, a global chocolatier. From 2008 to 2011, he was first Interim President and Chief Executive Officer and then permanent President and Chief Executive Officer of CB Holding Corp., the parent of Charlie Brown’s Steakhouse and other chains, which was owned by Trimaran Capital Partners. From 2003 to 2008, he was employed by Catalina Restaurant Group, first as Chief Development Officer and later as President and Chief Executive Officer. Before that, Mr. Borgese was Chief Executive Officer of Bay Logics, Inc., an enterprise software company that supported 300 restaurant, retail, hospitality and general services businesses in the lifecycle management of their real estate assets. Mr. Borgese attended Temple University’s Architecture and Engineering school and holds a Certificate of Director Education from the National Association of Corporate Directors and a Certification of Completion of Harvard Business School Executive Education Program. With more than 30 years of senior executive and other leadership positions with public and private companies in the retail, technology, restaurant and hospitality sectors, Mr. Borgese is well-qualified to serve on our Board.
Biographies of Director Nominees and Continuing Directors
Mark Buller has been a director since 2015. He was appointed Executive Chairman of Superior Cabinets in July 2018 and from 2013 to 2015, Mr. Buller was the Chairman and Chief Executive Officer of Norcraft Companies, Inc., a leading manufacturer of kitchen and bathroom cabinetry in the United States and Canada. Beginning in 2003, Mr. Buller was the Chief Executive Officer of the predecessor of Norcraft Companies, Inc., Norcraft Companies, L.P., as well as a member of the board of managers for that entity’s general partner, Norcraft GP, L.L.C. Mr. Buller’s executive experience in the home furnishings industry is longstanding. From 1988 to 1996, Mr. Buller served in various management positions at Kitchen Craft Cabinets, a Canadian cabinetry maker. From 1996 to 1999, he served as President of Kitchen Craft. Following the acquisition of Kitchen Craft by Omega Cabinets, Ltd., he continued in that position from 1999 to 2000. In 2000, Mr. Buller was appointed Chief Executive Officer of Omega. He remained in that position until 2002, leaving Omega after it was sold to Fortune Brands, Inc. In sum, Mr. Buller has over 26 years in the home furnishings industry and spent 18 years as a chief executive officer or division president. Mr. Buller is well-qualified to serve on our Board due to his extensive leadership, executive, managerial, and business experience, particularly in the salient areas of supply chain logistics, product design, brand management, and consumer trends. Nancy Faginas-Cody has been a director since December 2021. Ms. Faginas-Cody retired from Walt Disney Company as the Senior Vice President, Information Technology Enterprise Business Systems, a position she held from 2013 to 2020. She previously served as Vice President, Information Technology for Disney Consumer Products, Inc. from 2004 to 2013 and as Director, Information Technology for Disney Stores Worldwide from 1999 to 2004. In her most recent role with Walt Disney Company, she was responsible for the global corporate enterprise business systems. Prior to Walt Disney Company, Ms. Faginas-Cody served in IT leadership roles for retailers such as FEDCO and MacFrugal’s. Ms. Faginas-Cody holds an MBA from the University of California-Irvine and a bachelor’s degree in economics from California State University-Fullerton. With more than 40 years of experience in Information Technology, Ms. Faginas-Cody is well-qualified to serve on our Board. Deborah Gonzalez has been a director since December 2021. Ms. Gonzalez brings over 30 years of brand marketing experience to our Board. Ms. Gonzalez currently serves as Senior Vice President, Global Marketing & Communications for Concentrix Corporation, a leading global provider of customer experience solutions and technology, a position she has held since 2020. In this role, she oversees all aspects of brand and integrated marketing, digital marketing, communications, and public relations. Previously, Ms. Gonzalez held senior leadership positions in diverse industries, such as Senior Partner for CMO Consulting Group from 2018 to 2020, Chief Brand/Marketing Officer for Massage Envy Franchising from 2014 to 2018 and various senior leadership roles at PetSmart, Inc. from 2002 to 2014, including Vice President, Merchandising Marketing. Ms. Gonzalez holds an MBA from Thunderbird School of Global Management and a bachelor’s degree in business economics from University of San Diego. With Ms. Gonzalez’s specific expertise in building brands and delivering marketing programs that help grow demand and loyalty with a focus on customer experience, she is well-qualified to serve on our Board. There are no family relationships between any director, executive officer, or person nominated or chosen to become a director or executive officer of the Company, and there are no arrangements or understandings between any director or nominee and any other person pursuant to which such individual was or is selected as a director or nominee.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION All non-employee directors received both restricted shares and cash compensation. Any directors who are also our employees do not receive compensation for their service as directors. The following table provides compensation information for fiscal 2023 for each of our non-employee directors.
DIRECTOR COMPENSATION
| | Fees Earned | | | | | or Paid in | Stock | | | | Cash | Awards | Total | | Name | ($) | ($) (1) (2) | ($) | | William R. Floyd (3) | $100,605 | $140,000 | $240,605 | | Douglas J. Babb | $71,986 | $90,000 | $161,986 | | Samuel N. Borgese | $70,632 | $90,000 | $160,632 | | Mark Buller | $72,349 | $90,000 | $162,349 | | Nancy Faginas-Cody | $71,868 | $90,000 | $161,868 | | Deborah Gonzalez | $65,000 | $90,000 | $155,000 | | Dean C. Kehler (4) | $15,000 | $— | $15,000 | | Carol ("Lili") Lynton | $75,302 | $90,000 | $165,302 | | Michael G. Maselli (3) | $75,659 | $90,000 | $165,659 | | John M. Roth (5) | $48,750 | $90,000 | $138,750 |
DIRECTOR COMPENSATION
| (1) Represents the grant date fair value of restricted shares granted in 2023, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718). Please see Note 11 to our consolidated financial statements in our Annual Report for assumptions made in the valuation of the equity awards. |
DIRECTOR COMPENSATION
| (2) As of December 27, 2023, MMs/Mme. Maselli, Babb, Borgese, Buller, Floyd, Lynton, Gonzalez and Faginas-Cody had 18,982, 14,870, 14,870, 14,870, 20,389, 14,870, 13,730 and 13,730 unvested restricted shares in the aggregate outstanding, respectively. |
DIRECTOR COMPENSATION
| (3) Mr. Floyd was elected Chairperson of our Board on April 18, 2023, following Mr. Maselli’s resignation as Chairperson on the same date. |
DIRECTOR COMPENSATION
| (4) Mr. Kehler resigned from the Board on March 27, 2023, and did not hold any unvested equity awards as of December 27, 2023. |
DIRECTOR COMPENSATION
| (5) Mr. Roth resigned from the Board on August 16, 2023, and did not hold any unvested equity awards as of December 27, 2023. |
Director Compensation Policy
Director Compensation Policy Each non-employee director except for Mr. Floyd, as Chairperson of the Board in 2023, received an annual grant of 9,934 restricted shares, calculated by dividing $90,000 by the closing price of our stock on May 9, 2023. Mr. Floyd, as Chairperson of the Board in 2023, received 15,453 restricted shares, calculated by dividing $140,000 by the closing price of our stock on May 9, 2023. These grants vest in full on the first anniversary of the grant date and accelerate and fully vest upon a termination of the director’s service by the Company without “cause” or due to the director’s death or “disability.” In addition, each of our non-employee directors except the Chairperson of the Board, received an annual cash retainer fee of $60,000 in 2023, which was paid quarterly. Mr. Floyd, as Chairperson of the Board in 2023, received an annual cash retainer fee of $100,605 in 2023, which was also paid quarterly. Also, we provided the following annual fees for non-employee directors for committee service, which were paid quarterly:
Director Compensation Policy
| ● | Audit Committee chairperson: $15,000 |
Director Compensation Policy
| ● | Compensation Committee chairperson: $12,500 |
Director Compensation Policy
| ● | Nominating and Corporate Governance Committee chairperson $10,000 |
Director Compensation Policy
| ● | All other committee members: $5,000 |
Corporate Governance Guidelines
| ● | director compensation; |
Compensation Committee
| ● | reviewing and approving director compensation for service on the Board and Committees; |
Overall Compensation Philosophy
| ● | We align the interests of management with our stockholders using equity incentives that vest over time and stock ownership requirements. At the heart of our compensation programs is a pay-for-performance philosophy. Our named executive officers have a significant percentage of their compensation “at risk,” meaning that if the Company performs at, above, or below its target goals, the named executive officer will be paid at above or below his or her target compensation. If the Company performs below its target goals, the named executive officer will be paid below his or her target compensation. |
Overall Compensation Philosophy
| WHAT WE DO | | | ☑ | Pay-for-Performance Philosophy: A significant portion of our NEO’s target compensation is variable tied to achievement of performance goals or stock price appreciation. | | ☑ | Emphasize Long-Term Performance: Our long-term incentive (“LTI”) program focuses on achieving strategic objectives with vesting over a four-year period. | | ☑ | Independent Compensation Consultant: The consultant is retained by and reports directly to the Compensation Committee and does not have any other consulting engagements with management or the Company. | | ☑ | Provide Limited Perquisites: Our NEOs receive perquisites consistent with industry practices and participate in the same plans generally at the same level and offering made available to other employees. | | ☑ | Mitigate Risk: The Compensation Committee reviews and revises our compensation programs annually to mitigate undue risk and align with market best practices. | | ☑ | Clawback Policy: Clawback provisions provide the ability to recover compensation in accordance with recently approved SEC and Nasdaq rules. | | WHAT WE DON’T DO | | | ⌧ | No Tax Gross-Ups: We do not provide any tax gross-ups on perquisites or benefits. | | ⌧ | Reprice or buyout of underwater stock options: We do not allow the repricing of stock options without stockholder approval. | | ⌧ | No Short Sale Transactions. Hedging and Pledging transactions are not permitted: We do not permit any director or officer to engage in short sales, put or call transactions, hedging, or other similar transactions, subject to a limited exception applicable to pledges that requires Company pre-approval. Directors or officers may not margin or borrow against any Company stock. |
Our Executive Compensation Process
Use of Quantitative and Qualitative Measurements. We believe compensation should be based on factors that can be objectively determined, such as how well we have attained our earnings goals. For 2023, our Annual Incentive Plan awards were determined based 80% on our adjusted EBITDA and 20% on our revenue achieved against target goals for the year. In addition, the Compensation Committee may adjust the payout under the Annual Incentive Plan from 0% to 140% of the amount attributable to the Company performance metrics based on an individual performance factor. This individual performance factor is assessed based on an individual’s contribution to the Company’s objectives. Market Data. As part of the annual executive compensation process, the Compensation Committee reviews compensation levels, practices, and pay of executives serving in comparable positions at peer group companies. In 2023, both peer group proxy data and industry-comparative compensation surveys were reviewed. The Compensation Committee reviews the composition of the peer group on an annual basis in consultation with its independent compensation consultant. In selecting our peer group, we focus on similar companies in terms of industry, size and business characteristics. Our Compensation Committee compared our compensation with that of the following companies considered as a group (collectively the “Peer Group”):
Our Executive Compensation Process
| PEER GROUP | | | | BJ’s Restaurants Inc. | Fiesta Restaurant Group, Inc. | Potbelly Corporation | | Chuy’s Holdings, Inc. | Jamba Juice Co. | Red Robin Gourmet Burgers, Inc. | | Denny’s Corporation | Krispy Kreme Doughnuts Inc. | Sonic Corp. | | Dine Brands Global, Inc. | Noodles & Company | |
Base Salary
Base Salary Base salaries are intended to provide a base level of compensation and are paid in recognition of the skills, experience, and business contribution of our named executive officers. Salaries for our named executive officers are reviewed on an annual basis. In setting base salary, we consider the performance of the named executive officer, Company performance, tenure of the named executive officer, prior changes to the named executive officer’s compensation, internal equity, and external benchmarking of similarly situated executives in our Peer Group described above. For newly hired executives, we also consider the level of compensation necessary to attract the executive to the Company. The Compensation Committee determined to increase each named executive officer’s base salary for 2023 based on its assessment of each executive’s performance in 2022. The base salaries for each of the NEOs during fiscal 2023 and 2022 are set forth below.
Annual Incentive Plan
Annual Incentive Plan Our named executive officers participate in an annual cash incentive plan which provides them an opportunity to earn a cash award based on the attainment of certain pre-determined goals of the Company. For 2023 these goals were based on: (i) adjusted EBITDA, and (ii) revenue comprised of company sales and franchisee royalty income. Payouts based on the attainment of these performance goals may range from 0% to 180% of the target award. Payouts are also subject to an individual performance factor (“IPF”). The individual performance factor can adjust the achievement of the Company performance metrics range from 0% to 140% of the amount attributable to the Company performance metric. See our Appendix A, for more details on how our adjusted EBITDA is calculated, and a reconciliation of adjusted EBITDA to net income as determined under GAAP. Goals are established by the Board in the first quarter of the applicable fiscal year and range from a minimum (or threshold) level to a maximum level, with a target level in between. Each named executive officer has a targeted award potential expressed as a percentage of salary. Notwithstanding such targets, our Board has discretion to reduce the size of any award if it believes the interests of our stockholders would be better served thereby. For fiscal year 2023, our named executive officers’ target Annual Incentive Plan award (as a percentage of their base salary) were as follows:
Annual Incentive Plan
| Annual Incentive Plan Target | | | Percentage of Base Salary | | | Named Executive Officer | Fiscal 2023 | | Maria Hollandsworth (1) | 50/75/100% | | Ira Fils | 75% | | Laurance Roberts (2) | 100% |
Annual Incentive Plan
| (1) Ms. Hollandsworth’s target Annual Incentive Plan award was first increased from 50% to 75% of her base salary for 2023 as Chief Operating Officer in connection with her promotion to EVP, Chief Operating Officer. In addition, for as long as Ms. Hollandsworth served as Interim Chief Executive Officer, her target Annual Incentive Plan award was increased to 100% of her base salary for the portion of the year following her appointment (such that Ms. Hollandsworth’s target award was 50% prior to November 4, 2023, and 100% of her base salary from November 4, 2023, through the end of 2023). |
Annual Incentive Plan
| (2) Mr. Roberts remained eligible to receive a pro-rata performance bonus based on actual performance pursuant to the terms of his employment agreement. |
Annual Incentive Plan
For fiscal year 2023, the threshold, target and maximum Company Annual Incentive Plan targets were weighted at 80% for achievement of EBITDA targets and at 20% for revenue based on the following performance target amounts, and the Company’s actual results. The Annual Incentive Plan percentage payout for Company performance are as follows:
Annual Incentive Plan
| Fiscal Year 2023 Annual Incentive Plan | | | | | Company Performance Factor | | | | | | Adjusted EBITDA | Revenue | % Payout | | Threshold | $56.7 million | $446.9 million | 25% | | Target | $63.1 million | $460.7 million | 100% | | Maximum | $71.9 million | $481.4 million | 180% | | Actual | $57.4 million | $427.9 million | 32.6% |
Annual Incentive Plan
The Annual Incentive Plan payout received by each NEO is set forth in the table below.
Annual Incentive Plan
| Fiscal Year 2023 Annual Incentive Plan | | | | | | 2023 Payout | | | | | | | | | Actual | | | | | Fiscal | Fiscal | | | | | 2023 | 2023 | | | | | Annual | Annual | | | | | Incentive | Incentive | | | Named | Fiscal | Plan | Plan | | | Executive | 2023 | Target | payout | | | Officer | Salary | (%) | ($) | Rationale for IPF Adjustment | | Maria Hollandsworth | $400,000 | 50/75/100% | $80,702 | For 2023, Ms. Hollandsworth’s 2023 Annual Incentive Plan payout was pro-rated based on her time in role as (i) Chief Operating Officer and (ii) Interim Chief Executive Officer. | | Ira Fils | $416,000 | 75% | $101,712 | | | Laurance Roberts | $700,000 | 100% | $186,196 | As set forth in “Potential Payments Upon Termination or Change in Control” below, Mr. Roberts received a pro-rated portion of his Annual Incentive Plan Bonus based on actual performance for the portion of the year that he served as Chief Executive Officer of the Company. |
Annual Incentive Plan
In addition to the Annual Incentive Plan opportunity, Ms. Hollandsworth was awarded a retention bonus pursuant to the terms of her employment agreement described below.
Long-Term Incentive Awards
Long-Term Incentive Awards We provide long-term incentive compensation to our named executive officers pursuant to our Equity Incentive Plan (the “Incentive Plan”). We believe that long-term incentive awards help to align the interests of our named executive officers with those of our stockholders, motivate them to create value in the Company over a longer term than annual cash incentive awards, and encourage our named executive officers to avoid taking excessive risks. We have previously granted three types of long-term incentive awards applicable to our named executive officers: restricted stock awards, restricted stock unit awards, and stock option awards. In determining the aggregate amount of long-term incentive awards to grant each named executive officer, we consider the individual’s performance, the expense recognized by the Company for equity grants, the potential dilutive effect equity grants may have on existing stockholders, the number of shares available for grant in our Incentive Plan, comparisons to our Peer Group and the accumulated wealth prior equity awards have created. In considering which type of equity grant to make our named executive officers, we consider the motivational effect each award will have and prefer to use restricted stock or unit awards as an incentive vehicle for newly hired or promoted employees in order to increase the executive’s ownership position in the Company. While stock options motivate our named executive officers by providing potential gain if our stock price increases, our stock awards, more directly expose our named executive officers to the effects of a decrease in our stock price. For 2023, we determined to structure our annual equity awards so that the grant date value of the equity awards granted to the named executive officers consisted of an approximately equally weighted mix of restricted share awards and stock options. As noted above, new hire or promotional awards generally consisted of 100% restricted share awards.
Restricted Share and Option Awards
Restricted Share and Option Awards Our restricted shares and stock options generally vest in four equal annual installments commencing on the one-year anniversary of grant. During the period while the restricted shares remain unvested, the grantees have all the rights of a stockholder with respect to the restricted shares except the right to transfer the restricted shares (including the right to vote restricted shares and to receive ordinary dividends paid to or made with respect to the restricted shares, if any, subject to the same vesting conditions as the underlying restricted shares). The grantees have no stockholder rights with respect to their stock option awards until the options are actually exercised.
Restricted Share and Option Awards
| (1) Mr. Roberts’ restricted shares and stock options were forfeited in connection with his resignation of employment, effective November 3, 2023. In connection with Mr. Roberts’ separation agreement, his stock option exercise period was extended for three years. |
Other Compensation
Other Compensation Perquisites & Benefits. In fiscal 2023, we provided our named executive officers certain perquisites and benefits, generally at the same level and offering made available to other employees, including our 401(k) Plan, health care plans, life insurance plans, and other welfare benefit programs. In addition, each of our named executive officers was entitled to an automobile allowance and fuel costs. Each named executive officer also received supplemental disability insurance coverage and reimbursement of certain out-of-pocket medical expenses. The Company sponsors a 401(k) plan that permits its employees, subject to certain eligibility requirements, to contribute up to 25% of their qualified compensation to the plan. The Company matches 100% of the employees’ contributions of the first 3% of the employees’ annual qualified compensation, and 50% of the employees’ contributions of the next 2% of the employees’ annual qualified compensation. The Company’s matching contribution immediately fully vests. Sign-on Bonuses, New Hire Equity Awards and Relocation Payments. The Company occasionally provides sign-on bonuses, new hire equity awards, and relocation payments when the Compensation Committee determines it necessary and appropriate to attract top executive talent. These awards are utilized to help offset compensation an executive forfeits from their previous company to join the Company. We typically require the newly hired executive to return the full award amount of any sign-on bonuses and relocation payments if they voluntarily leave the Company within a certain period of time after hire and new hire equity awards are subject to a time-based vesting period.
Description of Employment Agreements
Description of Employment Agreements We have entered into employment agreements with Maria Hollandsworth and Ira Fils. In addition, we entered into an employment agreement with Elizabeth Williams in 2024 and a separation, release and consulting agreement with Mr. Roberts in connection with his termination of employment in 2023. Each of the employment agreements provides for an initial term ranging from one year to eighteen months, and automatically renews for an additional one-year term, unless either party provides 60 days’ notice prior to the end of the term. We have also entered into indemnification agreements with each of our named executive officers.
Change in Control Provisions in Equity Awards
Change in Control Provisions in Equity Awards The Incentive Plan provides that, except as otherwise provided in an award agreement, if a “change in control” of the Company occurs (as such term is defined in the Incentive Plan) and the award holder’s employment or service is terminated by the Company without “cause” or by the award holder for “good reason” (as such terms are defined in the Incentive Plan) within 12 months following the change in control, then the outstanding and unvested equity awards will fully vest (with any performance conditions deemed to be achieved at target performance levels). The Compensation Committee, which administers the Incentive Plan, may also provide for the acceleration of outstanding and unvested equity awards upon a change in control of the Company.
2023 Summary Compensation Table
2023 Summary Compensation Table The following table summarizes the compensation for 2023, 2022, and 2021 awarded to, earned by or paid to our NEOs.
2023 Summary Compensation Table
| | | | | | | Non-Equity | | | | | | | | Stock | Option | Incentive Plan | All Other | | | | | | Bonus | Awards | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | Salary ($) | ($) | ($) (1) | ($) (2) | ($) (3) | ($) (4) | ($) | | Maria Hollandsworth | 2023 | $348,901 | $75,000 | $325,000 | $125,000 | $80,702 | $28,758 | $983,361 | | Interim President & Chief Executive Officer | 2022 | $56,558 | — | $50,000 | $— | $— | $4,762 | $111,320 | | | 2021 | $— | — | $— | $— | $— | $— | $— | | Ira Fils | 2023 | $416,000 | $— | $405,000 | $405,000 | $101,712 | $32,075 | $1,359,787 | | Chief Financial Officer | 2022 | $205,000 | — | $500,000 | $— | $76,236 | $94,397 | $875,633 | | | 2021 | $— | — | $— | $— | $— | $— | $— | | Laurance Roberts | 2023 | $594,231 | $— | $800,000 | $800,000 | $186,196 | $780,838 | $3,161,265 | | Former President and Chief Executive Officer | 2022 | $582,665 | — | $500,000 | $500,000 | $— | $162,198 | $1,744,863 | | | 2021 | $420,136 | — | $450,000 | $250,000 | $348,430 | $31,266 | $1,499,832 |
2023 Summary Compensation Table
| (1) Amounts shown in this column represent the aggregate grant date fair value of restricted share awards computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions used in calculation of these amounts, see Note 11 to our audited financial statements, included within our Annual Report. |
2023 Summary Compensation Table
| (2) Amounts shown in this column represent the aggregate grant date fair value of stock option awards computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions used in calculation of these amounts, see Note 11 to our audited financial statements, included within our Annual Report. |
2023 Summary Compensation Table
| (3) Amounts shown in this column represent any performance-based compensation earned by our NEOs pursuant to achievement of performance criteria set by the Board under our Annual Incentive Plan. The material terms of the Annual Incentive Plan compensation paid to our named executive officers with respect to the 2023 fiscal year are described above in the section entitled “Named Executive Officer Compensation – Annual Incentive Plan. |
2023 Summary Compensation Table
| (4) “All Other Compensation” includes the following perquisites and benefits with respect to fiscal 2023: |
2023 Summary Compensation Table
| ● | Gas Card Benefits: Messrs./Mme. Hollandsworth, Fils and Roberts received amounts of $4,347, $0 and $2,064, respectively. |
2023 Summary Compensation Table
| ● | 401(k) Plan Matching Contribution: Messrs./Mme. Hollandsworth, Fils and Roberts received amounts of $7,670, $12,983, and $10,154, respectively. |
2023 Summary Compensation Table
| ● | Auto Allowance: Messrs./Mme. Hollandsworth, Fils and Roberts received amounts of $7,200, $7,200, and $6,425, respectively. |
2023 Summary Compensation Table
| ● | Other Benefits (including health and welfare benefits): Messrs./Mme. Hollandsworth, Fils and Roberts received amounts of $2,786, $11,286 and $14,642, respectively. |
2023 Summary Compensation Table
| ● | Severance: In connection to Mr. Roberts’ termination of employment, ended on November 3, 2023, Mr. Roberts’ is entitled to receive continued payment of his salary of $700,000 for one year, payment of his COBRA premiums through April 30, 2024, and a cash payment of $53,846 as consideration for consulting services rendered following Mr. Roberts’ termination date through December 28, 2023. Outstanding Equity Awards at 2023 Fiscal Year End. |
2023 Summary Compensation Table
The following table sets forth outstanding equity awards as of December 27, 2023. For more information on the equity awards granted in fiscal 2023, see the “Named Executive Officer Compensation – Long-Term Incentive Awards” section above.
2023 Summary Compensation Table
| | | Option Awards | | | | | Stock Awards | | | | | | | Equity | | | | | | | | | | Incentive | | | Number | | | | | | | Plan Awards; | | | of | Market | | | | Number of | Number of | Number of | | | Shares | Value of | | | | Securities | Securities | Securities | | | or units | Shares or | | | | Underlying | Underlying | Underlying | | | of Stock | Units of | | | | Unexercised | Unexercised | Unexercised | Option | | That | Stock That | | | | Options | Options | Unearned | Exercise | Option | Have | Have Not | | | | Exercisable | Unexercisable | Options | Price | Expiration | Not | Vested | | Name | Grant Date | (#) | (#) (2) | (#) | ($)(5) | Date | Vested | ($)(3)(4) | | Maria Hollandsworth | 5/9/2023 | — | 28,802 | — | $9.06 | 5/9/2033 | 13,797 | 124,863 | | | 11/7/2023 | | — | — | — | — | 23,641 | 213,951 | | Ira Fils | 8/23/2022 | — | — | — | - | — | 40,107 | 362,968 | | | 5/9/2023 | — | 57,604 | — | $9.06 | 5/9/2033 | 27,594 | 249,726 | | | 11/7/2023 | — | 37,272 | — | $8.46 | 11/7/2033 | 18,322 | 165,814 | | Laurance Roberts | 5/10/2017 | 29,484 | — | — | $12.45 | 11/3/2026 | — | — | | | 8/8/2018 | 39,684 | — | — | $9.85 | 11/3/2026 | — | — | | | 5/8/2019 | 42,736 | | — | $9.97 | 11/3/2026 | — | — | | | 5/12/2021 | 15,432 | | — | $16.05 | 11/3/2026 | — | — | | | 5/10/2022 | 25,510 | | | $9.04 | 11/3/2026 | — | — |
2023 Summary Compensation Table
| (1) Mr. Roberts’ remaining unvested restricted shares were forfeited in connection with his resignation of employment, effective November 3, 2023. Mr. Roberts’ vested options remain exercisable until November 3, 2026 pursuant to the terms of his separation, release and consulting agreement, which is generally an early expiration date than the normal expiration date reported above. |
2023 Summary Compensation Table
| (2) All options, with exception of a one-time retention award grants, vest 25% per year starting with the first anniversary of grant. As a result, Ms. Hollandsworth and Mr. Fils’ unexercisable options granted on May 9, 2023 at an exercise price of $9.06 are scheduled to vest ratably on May 9, 2024, 2025, 2026 and 2027. The unvested portion of Mr. Fils’ unexercisable options granted on November 7, 2023 as part of the Retention Award Agreement at an exercise price of $8.46. are scheduled to vest on November 7, 2024. |
2023 Summary Compensation Table
| (3) All restricted shares, with exception of a one-time retention award grants, vest 25% per year starting with the first anniversary of grant. Ms. Hollandsworth and Mr. Fils’ unvested restricted shares granted on November 7, 2023 will cliff-vest on the one-year anniversary of; (a) the effective date of her employment agreement, in the case of Ms. Hollandsworth and (b) the date of grant, in the case of Mr. Fils. |
2023 Summary Compensation Table
| (4) The amounts shown in this column are determined by multiplying the number of unvested shares or units reported in the preceding column by $9.05 (the closing price of the Company’s common stock on December 27, 2023, the last trading day of fiscal 2023). |
Grants of Plan-based Awards Table
Grants of Plan-based Awards Table The following table summarizes information regarding grants of plan-based awards for the NEOs during the fiscal year ended December 27, 2023.
Grants of Plan-based Awards Table
| | | | Estimated future payouts under non- | | | All other | | | | | | | | equity incentive plan awards (1) | | | stock awards: | | | Grant date | | | | | | | | Number of | All other option | Exercise or | fair value of | | | | | | | | shares of | awards: Number | base price | stock and | | | | | | | | stock or | of securities | of option | option | | | Grant | Award | Threshold | Target | Maximum | units | underlying | awards | awards | | Name | Date | Type | ($) | ($) | ($) | (#) | options (#) | ($/Sh) | ($)(2) | | Maria Hollandsworth | — | ICP | $— | $206,293 | $519,857 | — | — | — | — | | | 5/9/2023 | RSA | — | — | — | 13,797 | — | — | $125,000 | | | 5/9/2023 | Stock Options | — | — | — | — | 28,802 | $9.06 | $125,000 | | | 11/7/2023 | RSU | — | — | — | 23,641 | — | — | $200,000 | | Ira Fils | — | ICP | $— | $312,000 | $786,240 | — | — | — | — | | | 5/9/2023 | RSA | — | — | — | 27,594 | — | — | $250,000 | | | 5/9/2023 | Stock Options | — | — | — | — | 57,604 | $9.06 | $250,000 | | | 11/7/2023 | RSU | — | — | — | 18,322 | | | $155,000 | | | 11/7/2023 | Stock Options | — | — | — | — | 38,272 | $8.46 | $155,000 | | Laurance Roberts | — | ICP | $— | $571,154 | $1,439,308 | — | — | — | — | | | 8/8/2023 | Stock Options | — | — | — | — | 57,471 | $10.63 | $300,000 | | | 8/8/2023 | RSA | — | — | — | 28,222 | — | — | $300,000 | | | 5/9/2023 | RSA | — | — | — | 55,188 | — | — | $500,000 | | | 5/9/2023 | Stock Options | — | — | — | — | 115,207 | $9.06 | $500,000 |
Grants of Plan-based Awards Table
| (1) Each executive officer was entitled to a cash award to be paid under our 2023 Annual Incentive Plan as described under the section entitled “Compensation Discussion and Analysis – Annual Incentive Plan.” Annual Incentive Plan awards were based on achievement of the Company performance metric, modified by an individual performance factor. Actual awards attributable to the Company performance metric component may range from 0% to 180% for achievement of adjusted EBITDA and 0 to 180% for achievement of Company revenue. The individual performance factor, which adjusts the achievement of the Company performance metrics range from 0% to 140% of the amount attributable to the Company performance metric as determined by the Compensation Committee in its discretion. The “Threshold” column reflects amounts that would be paid under the Annual Incentive Plan if each executive officer achieved the lowest amount payable which would be 0% regardless of Company payout. Amounts under Target reflect the target Annual Incentive Plan award that would have been paid to the executive officer if each of the Company performance factors and individual performance factor under the Annual Incentive Plan had been set at 100%. Amounts under Maximum reflect the Annual Incentive Plan award that would have been payable had each of the Company performance factors been achieved at the maximum level of 180% and the individual performance factor been at the maximum level of 140%. Actual Annual Incentive Plan awards paid are reflected in the “Non-Equity Incentive Plan Compensation” column of the table labeled 2023 Summary Compensation Table above. |
Grants of Plan-based Awards Table
| (2) See Note 11 to our audited consolidated financial statements for the year ended December 27, 2023, which are included in our Annual Report filed with the SEC on March 8, 2024, for descriptions of the methodologies and assumptions we used to value equity awards pursuant to FASB Topic 718. |
Option Exercises and Stock Vested Table
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 December 27, 2023:
Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | | Number of | | | | | | shares | Value | Number of shares | Value | | | acquired on | realized on | acquired on | realized on | | | exercise | exercise | vesting | vesting | | Name | (#)(1) | ($)(2) | (#)(1) | ($)(3) | | Maria Hollandsworth | — | — | 4,496 | $37,811 | | Ira Fils | — | — | 13,369 | $131,417 | | Laurance Roberts | 179,950 | 915,362 | 30,901 | $286,534 |
Option Exercises and Stock Vested Table
| (1) Reflects the number of shares of the company’s common stock acquired on exercise of option awards or vesting of restricted stock. |
Option Exercises and Stock Vested Table
| (2) Equals the number of underlying shares exercised multiplied by the difference between the closing price of the company’s stock price on the exercise date and the exercise price. |
Option Exercises and Stock Vested Table
| (3) Equals closing price of the company’s common stock on the vesting date multiplied by the number of shares vested. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The following section describes the benefits that may become payable to Mr. Fils and Ms. Hollandsworth in connection with a termination of their employment with us and/or a change in control of the Company. The benefits described in this section are generally provided under Mr. Fils’ or Ms. Hollandsworth’s employment agreements or under the terms governing outstanding equity-based awards. For each of Mr. Fils and Ms. Hollandsworth, payment of the severance benefits provided for under his or her employment agreement is conditioned upon the executive’s execution and delivery of (and not revoking) a general release in favor of us. All of the benefits described below would be provided by us. Please see the Compensation Discussion and Analysis section above for a discussion of how the level of these benefits was determined and for a discussion of the relevant employment agreement and equity award provisions. The following table provides information concerning the potential termination or change in control payments that would be made to each of Mr. Fils and Ms. Hollandsworth under the circumstances described above. As prescribed by the SEC’s disclosure rules, in calculating the amount of any potential payments, we have assumed that the applicable triggering event (i.e., termination of employment and/or change in control) occurred on December 27, 2023. In the following table, we use the term “involuntary termination” to refer to a termination by us without good cause or by the executive for good reason.
Potential Payments Upon Termination or Change in Control
| | Cash Severance (1) | Equity Accelerated Value (2) | Total ($) | | Ira Fils | | | | | Death or Disability | $— | $— | $— | | Involuntary Termination | $416,000 | $— | $416,000 | | Involuntary Termination in Connection with Change in Control | $416,000 | $797,498 | $1,213,498 | | Maria Hollandsworth | | | | | Death or Disability | $— | $— | $— | | Involuntary Termination | $400,000 | $213,951 | $613,951 | | Involuntary Termination in Connection with Change in Control | $400,000 | $338,814 | $738,814 |
Potential Payments Upon Termination or Change in Control
| (1) None of the executives would have been entitled to an additional pro-rated bonus payment from us for a termination of employment occurring at the end of the 2023 fiscal year, so the pro-rated bonus-based severance provisions contained in each executive’s employment agreement would not result in any additional severance amounts for a termination occurring at year end. |
Potential Payments Upon Termination or Change in Control
| (2) Based upon the closing price of our common stock ($9.05) on December 27, 2023, which was the last trading day of fiscal 2023. |
Pay Ratio Disclosure
Pay Ratio Disclosure Pursuant to the Exchange Act, we are required to disclose in this proxy statement the ratio of the annual total compensation of our Interim Chief Executive Officer to the median of the annual total compensation of all of our employees (excluding our Interim Chief Executive Officer). Based on SEC rules for this disclosure and applying the methodology described below, we have determined that our Interim Chief Executive Officer’s total compensation for 2023 was $3,161,265 and the median of the total 2023 compensation of all of our employees (excluding our Interim Chief Executive Officer) was $19,642. Accordingly, we estimate the ratio of our Interim Chief Executive Officer’s total compensation for 2023 to the median of the total 2023 compensation of all of our employees (excluding our Interim Chief Executive Officer) to be approximately 50 to 1. For purpose of calculating this ratio, we used the total 2023 compensation for Ms. Hollandsworth because she was serving as our Interim Chief Executive Officer at the time our median employee was identified. We identified the median employee by taking into account the total gross wages as reported on Form W-2 paid in 2023 to all individuals, excluding our Interim Chief Executive Officer, who were employed by us on December 31, 2023. We included all employees, whether employed on a full-time, part-time, or seasonal basis. We did not make any assumptions, adjustments or estimates with respect to their total gross wages for 2023. We believe total gross wages for all employees is an appropriate measure. Once the median employee was identified as described above, that employee’s annual total compensation for 2023 was determined using the same rules that apply to reporting the compensation of our Named Executive Officers (including our Interim Chief Executive Officer) in the “Total” column of the 2023 Summary Compensation Table above. The total compensation amounts included in the first paragraph of this pay ratio disclosure were determined based on that methodology. We believe that the pay ratio disclosure presented above is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the pay ratio disclosure may not be comparable to the pay ratio reported by other public companies.
Pay versus Performance
Pay versus Performance We are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K. For further information regarding the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with performance, see the Compensation Discussion and Analysis (CD&A) earlier in this proxy statement. Pay versus Performance Table
Pay versus Performance
| | | | | | | | Value of Initial Fixed $100 | | | | | | | | | | | | Investment Based on: | | | | | | Summary | | Summary | | Avg. Summary | Average | | | | | | | Compensation | Compensation | Compensation | Compensation | Compensation | Compensation | | S&P 1500 | | | | | Table Total | Actually Paid | Table Total | Actually Paid | Table Total | Actually Paid | Company | Restaurants | Net | Adjusted | | | PEO1 | PEO1 | PEO2 | PEO2 | Non-PEO NEO | Non-PEO NEO | TSR (3) | TSR (4) | Income | EBITDA | | Year | ($)(1) | ($)(1,2) | ($)(1) | ($)(1,2) | ($)(1) | ($)(1,2) | | | ($ thousands) | ($ thousands) (5) | | 2023 | 3,161,265 | 389,246 | 983,361 | 983,009 | 1,359,787 | 1,331,336 | 60 | 154 | 25,554 | 57,356 | | 2022 | 1,744,863 | 1,274,565 | | | 699,093 | 73,571 | 66 | 133 | 20,801 | 48,676 | | 2021 | 1,499,832 | 1,046,794 | 1,738,455 | (3,456,667) | 1,107,640 | 705,482 | 93 | 146 | 29,121 | 63,395 | | 2020 | | | 2,011,266 | 2,941,145 | 1,156,719 | 1,079,739 | 121 | 120 | 24,474 | 61,595 |
Pay versus Performance
| (1) The executive officers included in the table above are noted below: |
Pay versus Performance
| Year | PEO1 | PEO2 | NEO | | 2023 | L. Roberts | M. Hollandsworth | I. Fils | | 2022 | L. Roberts | | I. Fils, M. Hollandsworth, M. Lozano | | 2021 | L. Roberts | B. Acoca | M. Lozano | | 2020 | | B. Acoca | M. Lozano, L. Roberts |
Pay versus Performance
| (2) The dollar amounts reported in the Compensation Actually Paid columns (CAP) are calculated in accordance with Item 402(v) of Regulation S-K. The fair value or change in fair value, as applicable, of equity awards included in such calculations was computed in accordance with FASB ASC Topic 718. The following adjustments were made to Summary Compensation Table total compensation for each year to determine Compensation Actually Paid (“CAP”): |
Pay versus Performance
| | 2023 | | | 2022 | | 2021 | | | 2020 | | | Adjustments | PEO1 | PEO2 | Average NEO | PEO1 | Average NEO | PEO1 | PEO2 | Average NEO | PEO2 | Average NEO | | Summary Compensation Table Total ($) | 3,161,265 | 983,361 | 1,359,787 | 1,744,863 | 699,093 | 1,499,832 | 1,738,455 | 1,107,640 | 2,011,266 | 1,156,719 | | Grant date fair value of equity awards made in the year and reported in the Summary Compensation Table ($) | (1,600,000) | (450,000) | (810,000) | (1,000,000) | (350,000) | (700,000) | (1,000,000) | | (1,000,000) | (625,019) | | Year-end fair value of awards made in the year that were unvested at the end of the year ($) | 0 | 456,932 | 829,142 | 950,717 | 192,467 | 553,406 | 0 | 367,190 | 1,452,706 | 907,932 | | Change in fair value during the year of awards made in prior years that were unvested at the end of the year ($) | 0 | 0 | (45,722) | (230,513) | 0 | (292,071) | 0 | (249,235) | 582,806 | 152,122 | | Change in fair value during the year of awards made in prior years that vested during the year ($) | (118,900) | (7,284) | (1,872) | (190,502) | (31,486) | (14,373) | (63,346) | (20,113) | (105,632) | (8,950) | | Fair value at the beginning of the year of any awards granted prior years that failed to meet the applicable vesting conditions during the year | (1,053,120) | 0 | 0 | 0 | (436,502) | 0 | (4,131,776) | 0 | 0 | (503,065) | | Compensation Actually Paid ("CAP") ($) | 389,246 | 983,009 | 1,331,336 | 1,274,565 | 73,571 | 1,046,794 | (3,456,667) | 1,205,482 | 2,941,145 | 1,079,739 |
Pay versus Performance
| (3) TSR (Total Shareholder Return) is calculated in accordance with Item 402(v) of Regulation S-K. |
Pay versus Performance
| (4) Refers to the S&P 1500 Restaurant Index included in “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities-Stock Performance Graph” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2023. |
Pay versus Performance
| (5) Adjusted EBITDA is defined below in (Appendix A: "Definition of Non-GAAP and other Key Financial Measures"). |
Analysis of Relationship of Compensation Actually Paid and Performance
Analysis of Relationship of Compensation Actually Paid and Performance The charts below represent the relationship between the CAP of our PEO and average NEO with the Company’s TSR, net income, and Adjusted EBITDA (1). For purposes of these analyses, the PEO in 2023, 2022, and 2021 is Mr. Roberts, and the PEO in 2020 is Mr. Acoca. The NEOs are as listed in note 1 to the Pay versus Performance table above.
Analysis of Relationship of Compensation Actually Paid and Performance
| (1) CAP, Adjusted EBITDA, and Net Income are in USD millions. TSR is a percentage. |