DEF 14A of El Pollo Loco Holdings, Inc.
Filed Apr 30, 2026 · FY20250001606366-26-000021
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Our business operates under the direction of our Board, which currently consists of eight directors. Our Restated Charter divides our Board into three classes, Classes I, II, and III, with terms expiring in 2027, 2025, and 2026, respectively. Our Board has nominated, and stockholders are being asked to elect each of Tana Davila and Frank Garrido as our Class III directors, each for a one-year term expiring at the 2027 Annual Meeting. 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. At the 2025 Annual Meeting of stockholders (the “2025 Annual Meeting”), our stockholders approved an amendment to our Restated Charter that provides for the election of directors on an annual basis following the 2025 Annual Meeting. As a result, commencing with the Class III directors standing for election at this Annual Meeting, directors will stand for election for one-year terms expiring at the next succeeding Annual Meeting of stockholders. Class I directors who were elected at our Annual Meeting of stockholders held in 2024, whose terms will expire in 2027 and Class II directors who were elected at our 2025 Annual Meeting, whose terms will expire in 2028, will hold office until the end of their terms. Following the 2028 Annual Meeting of stockholders, the Board will be completely declassified. In addition, until the Board is completely declassified, any director elected or appointed to the Board to fill a vacancy on the Board as a result of an increase in the size of the Board or due to the death, resignation, retirement, disqualification or removal of a director who was elected for a three-year term will continue to hold office until the next election of the class for which such director is chosen; thereafter, any director so appointed will hold office until our next Annual Meeting of stockholders following such appointment. In all cases, each director will hold office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. The two Class III director nominees, Tana Davila and Frank Garrido, have each consented to be named in this proxy statement and to serve as a director if elected, and each Class III director nominee has expressed his or her intention to serve the entire term. However, 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 any of the director nominees named above will be unable to serve, or for good cause will not serve, as a director if elected. Tana Davila and Frank Garrido are each standing for election to our Board for the first time. Ms. Davila and Mr. Garrido were appointed to our Board effective January 1, 2026, and March 1, 2026, respectively. Our Board’s Nominating and Corporate Governance Committee, working with Spencer Stuart, a leading executive search firm with a specialized director recruitment practice, identified each of Ms. Davila and Mr. Garrido for their significant industry experience and relevant skill sets. Additional information concerning Ms. Davila and Mr. Garrido can be found in the “Information Regarding the Board of Directors” section of this Proxy statement, below. You may vote “FOR ALL,” of the nominees, “WITHHOLD” your vote from all of the nominees or “WITHHOLD” your vote from any 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 III 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 III 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 2026 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 2, 2026.
Biographies of Director Nominees and Continuing Directors
| Name | Age | Position | | Elizabeth Williams | 50 | Chief Executive Officer and Director | | Douglas J. Babb | 74 | Chairperson and Director | | Nancy Faginas-Cody | 66 | Director | | Tana Davila | 43 | Director | | Frank Garrido | 55 | Director | | Deborah Gonzalez | 61 | Director | | Joe Taylor | 67 | Director | | Robert D. Wright | 58 | Director |
Biographies of Director Nominees and Continuing Directors
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 served as Chief Executive Officer of Foxtrot Holdings, a modern café and convenience store from May 2022 to February 2024, and as co-founder and Chief Executive Officer of Hart House LLC, a plant-based restaurant concept from July 2021 to May 2022. Previously, she served as Chief Executive Officer of Drybar Holdings, LLC, from June 2020 to May 2021. From 2010 to 2020, Ms. Williams held various leadership positions at Yum! Brands, Inc. (NYSE: YUM), including President of Taco Bell International from 2018 to 2020 and Chief Financial Officer of Taco Bell Global from 2013 to 2018. Before joining Yum, Ms. Williams spent six years with The Boston Consulting Group (BCG) as Principal in the Consumer and Retail practices in U.S. and Asian markets. She also spent seven years at Dell Computer in various finance, brand marketing and corporate sales positions. Ms. Williams has served on the board of directors of Stitch Fix, Inc. (Nasdaq: SFIX), since January 2019, and previously served on the board of Viant Technology Inc. (Nasdaq: DSP), from February 2021 to June 2024. Ms. Williams holds a B.A in Marketing from the University of Texas and an M.B.A. from the Kellogg School of Management at Northwestern University. 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 served as Chairperson of our Board since January 2026 and as a director since 2018. Mr. Babb has served as Managing Director for Babb Strategic Services, L.L.P., a consulting and strategic planning firm that he founded in 2006, since 2015. From 2007 to 2014, he served as Chief Executive Officer of Cooper Clinic, P.A., one of the largest multi-specialty, physician-owned clinics in the Arkansas region. Previously, Mr. Babb, 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. Earlier in his career, he held several senior leadership roles at Burlington Northern Santa Fe Corporation (formerly NYSE: BNI), including Senior Vice President, Chief of Staff and Senior Vice President-Merchandise Business Unit. Mr. Babb previously served as an Adjunct Instructor for the College of Business at the University of Arkansas – Fort Smith and as Board Chair for The University of Arkansas-Fort Smith Foundation and the United States Marshals Museum. Mr. Babb holds a B.A. from Minnesota State University and a J.D. from the University of South Carolina. Mr. Babb is well qualified to serve on our Board due to his extensive executive experience across multiple industries and proven track record in business transformation and turnaround initiatives. Tana Davila has served as a member of our Board since January 2026. Ms. Davila has served as Chief Marketing Officer of Dutch Bros Inc. (NYSE: BROS), a drive-thru coffee chain, since June 2023. Prior to joining Dutch Bros, Ms. Davila served as Chief Marketing Officer at CKE Restaurants, Inc., a quick service restaurant group, from September 2022 to June 2023. Prior to that she held various leadership roles at P.F. Chang’s China Bistro, Inc., a casual dining restaurant chain, from 2017 to 2022, including most recently serving as Chief Marketing Officer from September 2019 to August 2022, as Senior Vice President – Marketing from January 2019 to September 2019, and as Vice President – Marketing and Brand Development from November 2017 to January 2019. Ms. Davila is a Fullbright Scholar and holds a B.A. from Washington University in St. Louis, a J.D. from Seton Hall University, and an M.B.A from Emory University. Ms. Davila is well-qualified to serve on our Board due to her deep marketing expertise and executive leadership experience within our industry. Frank Garrido has served as a member of our Board since March 2026. Mr. Garrido has served as Executive Vice President, Chief Restaurant Officer of Domino’s Pizza, Inc. (NYSE: DPZ) since March 2023, and previously held several senior roles at Domino’s, including Executive Vice President, U.S. Operations and Support from March 2021 to March 2023, and Senior Vice President, Team USA from June 2020 to March 2021. Prior to joining Domino’s, Mr. Garrido was Vice President of Operations at Focus Brands from March 2015 to March 2017 and was Executive Vice President of Operations, Training and Concept Development for Edible Arrangements International. Mr. Garrido holds a degree in hospitality management from Widener University. Mr. Garrido is well-qualified to serve on our Board due to his extensive operational expertise and his success in driving domestic growth for major national restaurant brands. Nancy Faginas-Cody has served as a member of our Board since December 2021. Ms. Faginas-Cody retired from The Walt Disney Company (NYSE: DIS) in 2020 after serving as Senior Vice President, Information Technology Enterprise Business Systems since 2013. During her 20-year tenure at Disney, she also served as Vice President, Information Technology for Disney Consumer Products from 2004 to 2013 and as Director, Information Technology for Disney Stores Worldwide from 1999 to 2004. Prior to Disney, Ms. Faginas-Cody held IT leadership roles at retailers including FEDCO and MacFrugal’s. Ms. Faginas-Cody currently serves as an Advisory Board member of Uptempo, a career accelerator dedicated to advancing women in STEM. Ms. Faginas-Cody holds a B.A. in Economics from California State University-Fullerton and an M.B.A. from the University of California-Irvine. Ms. Faginas-Cody is well-qualified to serve on our Board due to her more than 40 years of experience in information technology and her expertise in managing global enterprise business systems for large-scale consumer brands. Deborah Gonzalez has served as a member of our Board since December 2021. Ms. Gonzalez has served as Chief Marketing Officer for The Joint Corp. (Nasdaq: JYNT), a national franchised healthcare company focused on delivering convenient and affordable chiropractic care since October 2025. Previously, Ms. Gonzalez held senior leadership positions in diverse industries, including Senior Vice President of Global Marketing and Communications for Concentrix Corporation (Nasdaq: CNXC) from 2020 to 2025, Senior Partner for CMO Consulting Group from 2018 to 2020, and Chief Brand/Marketing Officer for Massage Envy Franchising from 2014-2018. Ms. Gonzalez also spent 12 years in various senior leadership roles at PetSmart, Inc. (formerly Nasdaq: PETM). Ms. Gonzalez holds a B.S. in Business Economics from the University of San Diego and an M.B.A. from the Thunderbird School of Global Management at Arizona State University. Ms. Gonzalez is well-qualified to serve on our Board due to her 30 years of experience in brand building, franchising, and delivering marketing programs that enhance customer loyalty.
Biographies of Director Nominees and Continuing Directors
Joe Taylor has served as a member of our Board since January 2025. Mr. Taylor served as Executive Vice President and Chief Financial Officer of Brinker International, Inc. (NYSE: EAT), one of the world’s leading casual dining restaurant companies and home of Chili’s® Grill & Bar, Maggiano’s Little Italy®, from December 1999 until his retirement in June 2024. During his tenure at Brinker, Mr. Taylor served in various leadership roles in finance, investor relations, restaurant development, risk management, corporate affairs and communications for Brinker and its brands. Prior to joining Brinker, Mr. Taylor spent nearly 18 years in the banking industry in several client-related and corporate finance positions. Mr. Taylor actively engages with the restaurant industry and has held leadership positions with multiple trade associations. He is director emeritus of the National Restaurant Association and trustee emeritus of the National Restaurant Association Educational Foundation. Mr. Taylor holds a bachelor’s degree from Duke University. Mr. Taylor is well-qualified to serve on our Board due to his deep financial expertise and decades of experience navigating the complexities of the casual dining industry. Robert D. Wright has served as a member of our Board since January 2026. Most recently, Mr. Wright served as President and Chief Executive Officer for Potbelly Corporation (Nasdaq: PBPB) from 2020 to 2025. Under his leadership, Potbelly successfully expanded its footprint and developed one of the fastest-growing digital platforms in the restaurant industry, culminating in its acquisition by RaceTrac in 2025. Prior to joining Potbelly, Mr. Wright served as Executive Vice President and Chief Operations Officer, International of The Wendy’s Company (Nasdaq: WEN) from May 2016 to May 2019, and as Senior Vice President and Chief Operations Officer from December 2013 to May 2016. Previously, Mr. Wright held various leadership roles with other restaurant brands, including Charley’s Philly Steaks, Checkers Drive-In Restaurants, Inc., and Domino’s Pizza, Inc. Mr. Wright holds a bachelor’s degree in Business Management from LeTourneau University. Mr. Wright is well-qualified to serve on our Board due to his extensive executive leadership experience and his proven track record of driving growth within the restaurant industry. 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.
Corporate Governance Guidelines
| ● | director compensation; |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION All non-employee directors received both restricted shares and cash compensation. Any directors who are also our employees, including Ms. Williams, do not receive compensation for their service as directors. Ms. Williams’ compensation is presented in the executive compensation disclosure below. The following table provides compensation information for fiscal 2025 for each of our non-employee directors.
2025 Director Compensation Table
2025 Director Compensation Table
2025 Director Compensation Table
| | Fees Earned | | | | | or Paid in | Stock | | | | Cash | Awards | Total | | Name | ($) | ($) (1) (2) | ($) | | William R. Floyd (3) | $115,000 | $140,000 | $255,000 | | Douglas J. Babb | $85,000 | $90,000 | $175,000 | | Samuel N. Borgese (3) | $90,000 | $90,000 | $180,000 | | Mark Buller (4) | $75,000 | $90,000 | $165,000 | | Nancy Faginas-Cody | $82,500 | $90,000 | $172,500 | | Deborah Gonzalez | $75,000 | $90,000 | $165,000 | | Joe Taylor | $38,750 | $90,000 | $128,750 |
2025 Director Compensation Table
| (1) Represents the grant date fair value of restricted shares granted in 2025, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718). Please see Note 12 to our consolidated financial statements in our Annual Report for assumptions made in the valuation of the equity awards. |
2025 Director Compensation Table
| (2) As of December 31, 2025, Messrs/Mme. Babb, Borgese, Buller, Floyd, Gonzalez and Faginas-Cody had 8,637, 8,637, 8,637, 13,436, 8,637, and 8,637 unvested restricted shares in the aggregate outstanding, respectively. |
2025 Director Compensation Table
| (3) Mr. Floyd and Mr. Borgese each resigned from the Board on December 31, 2025. All unvested equity awards held by Messrs. Floyd and Borgese vested in full on January 1, 2026. |
2025 Director Compensation Table
| (4) Mr. Buller resigned from the Board on February 28, 2026. All unvested equity awards held by Mr. Buller vested in full on February 28, 2026. |
Director Compensation Policy
Director Compensation Policy Our processes and procedures for considering and determining executive and director compensation begin with the compensation guidelines in our corporate governance guidelines, which are developed and reviewed by the Nominating and Corporate Governance Committee and approved by the Board. These guidelines state that directors who are also Company officers are not to receive additional compensation for director service, and that compensation for non-employee directors should be competitive and encourage stock ownership through payment of a portion of compensation in the form of stock, options, or similar securities. Our guidelines also task the Compensation Committee with periodically reviewing the level and form of director compensation, including compared to companies of similar size, industry, and complexity, with changes to director compensation to be proposed to the full Board for consideration. Each non-employee director except for Mr. Floyd, as Chairperson of the Board in 2025, received an annual grant of 8,637 restricted shares, calculated by dividing $90,000 by the closing price of our stock on March 10, 2025. Mr. Floyd, as Chairperson of the Board in 2025, received 13,436 restricted shares, calculated by dividing $140,000 by the closing price of our stock on March 10, 2025. 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 2025, which was paid quarterly. Mr. Floyd, as Chairperson of the Board in 2025, received an annual cash retainer fee of $110,000 in 2025, 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
| ● | Committee members of the Audit, Compensation and Nominating and Corporate Governance Committees: $5,000 |
Overall Compensation Philosophy
| ● | We also align the interests of management with the interests of our stockholders using short-term and long-term incentive compensation components, including equity incentives that vest over time. We also maintain stock ownership requirements for our executive officers. |
Overall Compensation Philosophy
We have historically focused our NEOs' equity awards primarily on a combination of (i) options and (ii) time-based RSAs. In In 2024, we introduced performance-based RSUs to the compensation of our Chief Executive Officer. In 2025, each of our NEOs' equity awards were comprised of an even mix of (i) options, (ii) time-based RSAs, and (iii) performance-based RSUs, with the performance-based RSUs vesting after three years based on meeting revenue and Restaurant Operating Profit (ROP) Margin metrics. We believe the use of PSUs will further tie our executive compensation to the Company's long-term performance and further incentivize our NEOs to generate sustainable long-term value for our stockholders.
Overall Compensation Philosophy
| WHAT WE DO | | | ☑ | Pay-for-Performance Philosophy: A significant portion of our NEOs’ 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 three-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 benefits plans, generally at the same level and offering made available to other employees. | | ☑ | Mitigate Risk: The Compensation Committee reviews and revises our compensation programs at least 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 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. |
Elements of Executive Compensation
| ELEMENT | FORM | OBJECTIVES AND BASIS | | Base Salary | Cash | ● Attract and retain highly qualified executives. ● Determined based on skills, experience, contribution, external benchmarking and performance when reviewed on an annual basis. | | Annual Incentive Plan | Cash | ● Linked to the Company’s annual financial and strategic performance. ● Target Annual Incentive Plan award is a percentage of base salary. ● Actual payout based on performance against established adjusted EBITDA, revenue, and development targets and an individual performance factor tied to specific, pre-determined goals as a modifier. | | Long-Term Incentive | Restricted Share Awards (“RSAs”), Performance Stock Units (“PSUs”) and Stock Options | ● Align the interests of our NEOs with those of our stockholders; motivate them to create value in the Company over a longer term. ● Options provide value only if share price increases. ● RSAs supplement options and promote long-term executive retention and alignment with stockholders. ● PSUs align realized compensation value to the achievement of long-term financial performance. |
Stockholder Advisory (Non-Binding) Vote on Executive Compensation
Stockholder Advisory (Non-Binding) Vote on Executive Compensation In 2025, stockholders voted on the compensation of our NEOs (this vote is commonly referred to as a “say on pay” vote). At our 2025 Annual Meeting, approximately 94.5% of the votes cast supported our say-on-pay proposal. The Compensation Committee believes this level of stockholder support for our 2025 say-on-pay proposal, together with similar levels of stockholder support for our say-on-pay proposals in prior years, affirms stockholders’ support of our executive compensation program. In 2025, the Compensation Committee further aligned NEO compensation with the interests of stockholders by introducing PSUs to all NEOs, following the introduction of PSUs to our Chief Executive Officer’s compensation in 2024. We hold our say on pay vote each year, so that our stockholders may annually express their views on our executive compensation program. The Compensation Committee intends to consider the outcome of stockholders votes on our executive compensation program when making future compensation decisions for our NEOs.
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 performed against our financial and business performance goals. For 2025, our Annual Incentive Plan awards were determined based 60% on our adjusted EBITDA, 20% on our revenue, and 20% on our number of new restaurants opened , measured against target goals for the year. In addition, the Compensation Committee may adjust the payout under the Annual Incentive Plan by up to 40% - either above or below the executive’s payout attributable to the Company performance metrics - based on an individual performance factor. This individual performance factor is assessed based on an executive’s individual contribution to the Company’s objectives, as measured by specific, pre-determined performance, leadership, and development goals. 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 and competitive market data. In 2025, 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. In 2025, 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. | CAVA | Potbelly Corporation | | Chuy’s Holdings, Inc. | Sweetgreen, Inc. | Red Robin Gourmet Burgers, Inc. | | Denny’s Corporation | Kura Sushi USA, Inc. | FAT Brands | | Dine Brands Global, Inc. | Noodles & Company | Dutch Brothers | | Portillos, Inc. | | |
Our Executive Compensation Process
The Peer Group was the same group of peer companies used for executive compensation comparison purposes in 2024. In July 2025, the Committee reviewed the compensation peer group and removed Chuy’s Holdings given their acquisition by Darden Restaurants.
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 and reviewing 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 the competitive market and in our Peer Group. In February 2025, the Compensation Committee increased the salaries for Ms. Williams, Mr. Fils, and Ms. Hollandsworth based on a competitive review of external market data. The base salaries for each of the NEOs during fiscal 2026 and 2025 are set forth below. The salary included in the table below for Ms. Hollandsworth reflects her base salary in effect before her termination of employment on December 26, 2025.
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 business performance goals of the Company. For 2025 these goals were based on: (i) adjusted EBITDA, (ii) revenue, comprised of Company sales and franchisee royalty income, and (iii) opening of new restaurants. Payouts based on the attainment of these performance goals may range from 0% to 200% of the target award. Payouts are also subject to an individual performance factor (“IPF”). The individual performance factor, which is based on specific, pre-determined individual performance goals, can adjust the incentive achievement by up to 40%, either above or below the payout 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. Company business and financial performance 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 2025, our named executive officers’ target Annual Incentive Plan awards (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 2025 | | Elizabeth Williams | 100% | | Ira Fils | 75% | | Maria Hollandsworth (1) | 75% |
Annual Incentive Plan
The Annual Incentive Plan percentage payout for Company performance are as follows:
Annual Incentive Plan
| Fiscal Year 2025 Annual Incentive Plan - Adjusted EBITDA and Revenue | | | | | Company Performance Factor | | | | | | Adjusted EBITDA | Revenue(1) | % Payout | | Threshold | $61.9 million | $435.8 million | 25% | | Target | $68.8 million | $449.2 million | 100% | | Maximum | $79.8 million | $469.4 million | 200% | | Actual | $66.6 million | $439.3 million | 77.5% |
Annual Incentive Plan
| (1) The Revenue in this column is defined as Company Sales plus Royalty Income for the purposes of calculating the Annual Incentive Plan payouts. |
Annual Incentive Plan
| Fiscal Year 2025 Annual Incentive Plan – Development | | | | Company Performance Factor | | | | | Development | % Payout | | Threshold | 9 units | 50% | | Target | 11 units | 100% | | Maximum | 15 units | 200% | | Actual | 10 Units | 75% |
Annual Incentive Plan
The Annual Incentive Plan payout received by each NEO is set forth in the table below.
Annual Incentive Plan
| Fiscal Year 2025 Annual Incentive Plan | | | | | | 2025 Payout | | | | | | | | | Actual | | | | | Fiscal | Fiscal | | | | | 2025 | 2025 | | | | | Annual | Annual | | | | | Incentive | Incentive | | | Named | Fiscal | Plan | Plan | | | Executive | 2025 | Target | payout | | | Officer | Salary | (%) | ($) | Rationale for IPF Adjustment | | Elizabeth Williams | $750,000 | 100% | $581,162 | For 2025, Ms. Williams demonstrated effective leadership of the Company in furthering the Company’s transformational growth plan. Under her direction, the Company outperformed QSR and Fast Casual peers in 1-year Total Shareholder Return and delivered year-over-year growth in all key performance metrics, including adjusted EBITDA, same-store sales, restaurant operating profit, unit development, and a 10% increase in adjusted earnings per share. | | Ira Fils | $436,000 | 75% | $253,851 | For 2025, Mr. Fils demonstrated consistently effective oversight of financial operations and delivered year-over-year growth in restaurant operating profit, adjusted EBITDA, and adjusted earnings per share that also exceeded peer company performance. | | Maria Hollandsworth | $459,000 | 75% | $266,749 | For 2025, the individual performance factor for Ms. Hollandsworth was set at 100% as part of her separation of employment from the Company. |
Annual Incentive Plan
With respect to Ms. Williams and Mr. Fils, each executive outperformed relative to the executive’s pre-determined individual performance goals; however, the Compensation Committee determined to cap each executive’s IPF at 100% so that each executive’s bonus did not exceed the 77.5% company factor that was achieved.
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 the long-term, and balance long-term incentives with those in the annual plan. For 2025 equity grants to our named executive officers, we granted an even mix of restricted stock awards, performance-based restricted stock unit awards (PSUs), and stock option awards. In determining the aggregate amount of long-term incentive awards to grant to 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 market data and to our Peer Group, and the accumulated wealth prior equity awards have created. The even mix of restricted stock awards, PSUs, and stock options is intended to further align the interests of our NEOs with the interests of our stockholders, emphasize long-term financial performance, reward sustained share price appreciation, and support the retention of our NEOs.
2025 Equity Awards
2025 Equity Awards For equity grants provided in 2025, our restricted shares and stock options generally vest in four equal annual installments commencing on the one-year anniversary of grant for grants in 2024 and prior and vest in three equal annual installments commencing on the one-year anniversary of grant for grants in 2025 and thereafter. 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. Our PSU awards cliff vest at the end of the 3-year performance period (ending December 31, 2027). The PSUs are earned based on the achievement of Revenue and Restaurant Operating Profit (ROP) margin performance targets. Both metrics are weighted evenly with a 50:50 split. We believe the Revenue and ROP margin targets are reasonably achievable if we successfully execute on our long term growth plan during the three-year performance period.
Vesting of Previously Granted PSUs for CEO
Vesting of Previously Granted PSUs for CEO In 2024, Ms. Williams received a one-time signing equity award granted pursuant to the employment agreement entered into between the Company and Ms. Williams in connection with her appointment as Chief Executive Officer. This award includes PSUs with a grant date value of $400,000 (41,537 shares). The PSU award vests in three equal installments, subject to achievement of performance metrics. The PSU metrics for Ms. Williams, as established by the Compensation Committee, are EBITDA and Restaurant Operating Profit targets, each with equal weighting. Based on the below financial results against the pre-established PSU goals, Ms. Williams’ PSUs were earned at 109.3% of target. The first tranche vested on March 7, 2025, and the second tranche vested on December 31, 2025. The final tranche will vest on the last day of fiscal year 2026, or earlier in the event of termination of her employment with the Company without cause.
Other Compensation
Other Compensation Perquisites & Benefits. In fiscal 2025, 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 reimbursement of 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 for the first 3% of the employees’ annual qualified compensation, and 50% of the employees’ contributions for 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. Subject to applicable legal requirements, 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. In addition, 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 Elizabeth Williams and Ira Fils and were previously party to an employment agreement with Maria Hollandsworth prior to her termination of employment, Each of the employment agreements provides for an initial term ranging from one year to eighteen months, which term automatically renews for an additional one-year term unless either party provides 60 days’ notice of termination 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.
Timing of Grants of Certain Equity Awards
Timing of Grants of Certain Equity Awards We grant equity awards on an annual basis and may grant equity awards on a discretionary basis in connection with certain events such as the commencement of employment or promotion. We do not have a formal policy regarding the timing of awards of options in relation to our disclosure of material nonpublic information. However, the compensation committee does not grant option awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table summarizes the compensation for 2025, 2024, and 2023 awarded to, earned by or paid to our NEOs.
2025 Summary Compensation Table
| | | | | | | Non-Equity | | | | | | | | Stock | Option | Incentive Plan | All Other | | | | | | Bonus | Awards | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | Salary ($) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($)(6) | ($) | | Elizabeth Williams (1) | 2025 | $750,950 | $— | $1,434,000 | $717,000 | $581,162 | $56,208 | $3,539,320 | | Chief Executive Officer | 2024 | $580,000 | $200,000 | $1,700,000 | $1,300,000 | $888,270 | $44,607 | $4,712,877 | | Ira Fils | 2025 | $438,800 | $— | $400,000 | $200,000 | $253,851 | $55,788 | $1,348,439 | | Chief Financial Officer | 2024 | $416,000 | $— | $250,000 | $250,000 | $398,190 | $49,499 | $1,363,689 | | | 2023 | $416,000 | $— | $405,000 | $405,000 | $101,712 | $32,075 | $1,359,787 | | Maria Hollandsworth (1) | 2025 | $517,786 | $— | $250,000 | $125,000 | $266,749 | $45,376 | $1,204,911 | | Former President and Chief Operating Officer | 2024 | $450,000 | $75,000 | $825,000 | $325,000 | $357,560 | $37,236 | $2,069,796 | | | 2023 | $348,901 | $75,000 | $325,000 | $125,000 | $80,702 | $28,758 | $983,361 |
2025 Summary Compensation Table
| (1) Ms. Hollandsworth served as Interim Chief Executive Officer until Ms. Williams assumed the role of CEO on March 11, 2024. In accordance with applicable SEC rules, only compensation information for the year in which Ms. Williams was a named executive officer is included in the table above. |
2025 Summary Compensation Table
| (2) Ms. Williams’ “Bonus” column reflects a one-time cash signing bonus of $200,000. Ms. Hollandsworth’s “Bonus” column reflects two $75,000 cash retention awards granted pursuant to her employment agreement in 2024. |
2025 Summary Compensation Table
| (3) Amounts shown in this column represent the aggregate grant date fair value of restricted share and PSU awards computed in accordance with ASC Topic 718. For a discussion of valuation assumptions used in calculation of these amounts, see Note 12 to our audited financial statements, included within our Annual Report. For Ms. Williams, Mr. Fils and Ms. Hollandsworth, each executive’s 2025 PSU award is valued based on the probable outcome of the performance conditions as determined on the grant date, which results in a grant date fair value for his or her PSUs of $717,000, $200,000 and $125,000. If we achieve the highest level of performance under Ms. Williams’, Mr. Fils’ and Ms. Hollandsworth’s PSUs, the grant date fair value for his or her PSUs would increase to $1,434,000, $400,000 and $250,000. |
2025 Summary Compensation Table
| (4) 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 12 to our audited financial statements, included within our Annual Report. |
2025 Summary Compensation Table
| (5) Amounts shown in this column represent any performance-based cash 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 2025 fiscal year are described above in the section entitled “Named Executive Officer Compensation – Annual Incentive Plan. |
2025 Summary Compensation Table
| (6) “All Other Compensation” includes the following perquisites and benefits with respect to fiscal 2025: |
2025 Summary Compensation Table
| ● | Gas Card Benefits: Messrs./Mme. Williams, Fils and Hollandsworth received amounts of $0, $0 and $4,611, respectively. |
2025 Summary Compensation Table
| ● | 401(k) Plan Matching Contribution: Messrs./Mme. Williams, Fils and Hollandsworth received amounts of $14,000, $13,576, and $4,154, respectively. |
2025 Summary Compensation Table
| ● | Auto Allowance: Messrs./Mme. Willaims, Fils and Hollandsworth received amounts of $7,200, $7,200 and $7,200, respectively. |
2025 Summary Compensation Table
| ● | Other Benefits (including health and welfare benefits): Messrs./Mme. Williams, Fils and Hollandsworth received amounts of $35,008, $35,012 and $29,411, respectively. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth outstanding equity awards as of December 31, 2025. For more information on the equity awards granted in fiscal 2025, see the “Named Executive Officer Compensation – Long-Term Incentive Awards” section above.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | | Stock Awards | | | | | | | | | | | | | | Equity | Equity | | | | | | | | | | | Incentive | Incentive | | | | | | Equity | | | Number | | Plan Awards; | Plan Awards; | | | | | | Incentive | | | of | | Number of | Market or | | | | | | Plan Awards; | | | Shares | Market | Unearned | Payout Value | | | | Number of | Number of | Number of | | | or units | Value of | Shares, | of Unearned | | | | Securities | Securities | Securities | | | of Stock | Shares or | Units or | Shares, Units | | | | Underlying | Underlying | Underlying | | | That | Units of | Other | or Other | | | | Unexercised | Unexercised | Unexercised | Option | | Have | Stock That | Rights That | Right That | | | | Options | Options | Unearned | Exercise | Option | Not | Have Not | Have Not | Have Not | | | | Exercisable | Unexercisable | Options | Price | Expiration | Vested | Vested | Vested | Vested | | Name | Grant Date | (#) | (#)(2) | (#) | ($) | Date | (#)(3) | ($)(4) | (#)(5) | (#)(6) | | Elizabeth Williams(1) | 5/7/2024 | 19,379 | 58,140 | — | $10.32 | 5/7/2034 | 68,778 | $719,418 | — | — | | | 5/29/2024 | 42,858 | 128,571 | — | $10.46 | 5/29/2034 | 1,281 | $13,400 | — | — | | | 3/11/2025 | — | 145,369 | — | $10.42 | 3/11/2035 | 33,822 | $353,778 | — | $— | | | 5/9/2024 | — | — | — | — | — | 64,531 | $674,994 | — | — | | | 6/4/2024 | — | — | — | — | — | — | — | 13,845 | $144,819 | | | 3/11/2025 | — | — | — | — | — | — | — | 68,778 | $719,418 | | Ira Fils | 5/9/2023 | 28,802 | 28,802 | — | $9.06 | 5/9/2033 | 19,194 | $200,769 | — | — | | | 11/7/2023 | 38,272 | — | — | $8.46 | 11/7/2033 | 17,925 | $187,495 | — | — | | | 5/29/2024 | 11,905 | 35,714 | — | $10.46 | 5/29/2034 | 13,787 | $144,317 | — | — | | | 3/11/2025 | — | 40,568 | — | $10.42 | 3/11/2035 | 13,369 | $139,840 | — | — | | | 3/11/2025 | — | — | — | — | — | — | — | 19,194 | $200,769 | | Maria Hollandsworth(1) | 5/9/2023 | 21,601 | — | — | $9.06 | 5/9/2033 | — | $— | — | — | | | 5/29/2024 | 30,953 | — | — | 10.46 | 5/29/2034 | — | $— | — | — | | | 3/11/2025 | 8,452 | — | — | $10.42 | 3/11/2035 | — | $— | — | — |
Outstanding Equity Awards at Fiscal Year-End
| (1) Pursuant to her employment agreement, in addition to her annual long-term equity incentive award, Ms. Williams received a one-time signing equity award (the “Signing Grant”) consisting of (i) time-vested stock options with a grant date value of $400,000 (77,519 underlying shares), (ii) time-vested restricted stock awards (“RSAs”) with a grant date value of $400,000 (45,096 shares) and (iii) performance stock units (“PSUs”) with a target grant date value of $400,000 (41,537 shares). Vesting of each portion of the Signing Grant is discussed in Notes 2, 3, and 5, respectively. |
Outstanding Equity Awards at Fiscal Year-End
| (2) All options granted to each executive vest 25% per year starting with the first anniversary of grant for grants in 2024 and prior. As a result, Ms. Williams, Mr. Fils and Ms. Hollandsworth’s unexercisable options granted on May 29, 2024 at an exercise price of $10.46 are scheduled to vest ratably on May 29 on each of 2025, 2026, 2027 and 2028. The options granted as part of Ms. Williams’ Signing Grant on May 7, 2024 at an exercise price of $10.32 are scheduled to vest 25% each year for the first four years from the effective date of Ms. Williams’s employment agreement, March 11, 2024, subject to Ms. Williams’s continued employment with the Company. For grants in 2025 and thereafter, our restricted shares and stock options generally vest in three equal annual installments commencing on the one-year anniversary of grant. |
Outstanding Equity Awards at Fiscal Year-End
| (3) All restricted shares granted to each executive vest 25% per year starting with the first anniversary of the grant date for grants in 2024 and prior. The time-vested RSA portion of the Signing Grant will vest 25% each year for the first four years from the effective date of Ms. Williams’ employment agreement, March 11, 2024, subject to Ms. Williams’ continued employment with the Company. For grants in 2025 and thereafter, our restricted shares and stock options generally vest in three qual annual installments commencing on the one-year anniversary of grant. |
Outstanding Equity Awards at Fiscal Year-End
| (4) The amounts shown in this column are determined by multiplying the number of unvested shares or units reported in the preceding column by $10.46 (the closing price of the Company’s common stock on December 31, 2025, the last trading day of fiscal 2025). |
Outstanding Equity Awards at Fiscal Year-End
| (5) Ms. Williams’ PSU award pursuant to the Signing Grant will vest in three equal installments as follows: one-third of the earned PSUs will vest when performance for the performance period has been determined and certified by the Administrator, one-third will vest on the last day of fiscal year 2025, and the final one-third will vest on the last day of fiscal year 2026, or earlier in the event of a qualifying termination, described in “Description of Employment Agreements – Elizabeth Williams” above. |
Outstanding Equity Awards at Fiscal Year-End
| (6) The amounts shown in this column are determined by multiplying the number of unvested shares or units reported in the preceding column by $10.46 (the closing price of the Company’s common stock on December 31, 2025, the last trading day of fiscal 2025). |
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table The following table summarizes information regarding grants of plan-based awards for the NEOs during the fiscal year ended December 31, 2025.
Grants of Plan-Based Awards Table
| | | | Estimated future payouts under non- | | | Estimated future payouts under | | | All other | | | | | | | | equity incentive plan awards (1) | | | equity incentive plan awards (2) | | | stock awards: | | | Grant date | | | | | | | | | | | Number of | All other option | Exercise or | fair value of | | | | | | | | | | | shares of | awards: Number | base price | stock and | | | | | | | | | | | stock or | of securities | of option | option | | | Grant | Award | Threshold | Target | Maximum | Threshold | Target | Maximum | units | underlying | awards | awards | | Name (a) | Date | Type | ($) | ($) | ($) | (#) | (#) | (#) | (#) | options (#) | ($/Sh) | ($) | | Elizabeth Williams | N/A | ICP | $— | $750,000 | $1,500,000 | — | — | — | — | — | — | — | | | 3/7/2025 | RSA | — | — | — | — | — | — | 2,563 | — | — | $24,700 | | | 3/11/2025 | PSU (2) | — | — | — | 34,389 | 68,778 | 137,556 | 68,778 | — | — | $717,000 | | | 3/11/2025 | RSA | — | — | — | — | — | — | 68,778 | — | — | $717,000 | | | 3/11/2025 | Stock Options (3) | — | — | — | — | — | — | — | 145,369 | $10.42 | $717,000 | | Ira Fils | N/A | ICP | $— | $327,600 | $655,200 | — | — | — | — | — | — | — | | | 3/11/2025 | RSA | — | — | — | — | — | — | 19,194 | — | — | $200,000 | | | 3/11/2025 | PSU (2) | — | — | — | 9,597 | 19,194 | 38,388 | 19,194 | — | — | $200,000 | | | 3/11/2025 | Stock Options (3) | — | — | — | — | — | — | — | 40,568 | $10.42 | $200,000 | | Maria Hollandsworth | N/A | ICP | $— | $344,250 | $688,500 | — | — | — | — | — | — | — | | | 3/11/2025 | RSA | — | — | — | — | — | — | 11,996 | — | — | $125,000 | | | 3/11/2025 | PSU (2) | — | — | — | 5,998 | 11,996 | 23,992 | 11,996 | — | — | $125,000 | | | 3/11/2025 | Stock Options (3) | — | — | — | — | — | — | | 25,355 | $10.42 | $125,000 |
Grants of Plan-Based Awards Table
| (1) Each executive officer was entitled to a cash award to be paid under our 2025 Annual Incentive Plan as described under the section entitled “Compensation Discussion and Analysis – Annual Incentive Plan.” The “Threshold” column reflects amounts that would be paid under the Annual Incentive Plan if each executive officer achieved the lowest amount payable which would be 0% regardless of Company payout. Actual Annual Incentive Plan awards paid are reflected in the “Non-Equity Incentive Plan Compensation” column of the table labeled 2025 Summary Compensation Table above. |
Grants of Plan-Based Awards Table
| (2) NEO’s were granted a PSU award during fiscal 2025 as described under the section entitled “Compensation Discussion and Analysis –Long-Term Incentive Awards.” |
Grants of Plan-Based Awards Table
| (3) See Note 12 to our audited consolidated financial statements for the year ended December 31, 2025, which are included in our Annual Report filed with the SEC on March 13, 2026, for descriptions of the methodologies and assumptions we used to value equity awards pursuant to FASB Topic 718. |
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table The following table sets forth information regarding option exercises and stock vesting for the NEOs for the fiscal year ended December 31, 2025:
Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | | Number of | | | | | | shares | Value | Number of shares | Value | | | acquired on | realized on | acquired on | realized on | | | exercise | exercise | vesting | vesting | | Name | (#)(1) | ($)(2) | (#)(1) | ($)(3) | | Elizabeth Williams | — | — | 63,040 | $650,078 | | Ira Fils | — | — | 26,244 | $264,103 | | Maria Hollandsworth | — | — | 71,682 | $728,941 |
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 the 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 Ms. Williams and Mr. Fils in connection with a termination of their employment with us and/or a change in control of the Company, along with the actual benefits payable to Ms. Hollandsworth in connection with her termination of employment on December 26, 2025. The benefits described in this section are generally provided under Messrs./Mme. Williams’, Fils’s or Hollandsworth’s employment agreements or under the terms governing outstanding equity-based awards. For each of Messrs./Mme. Williams, Fils and 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 the Company. All of the benefits described below would be provided by the Company. 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 for each executive, including the specific circumstances that would trigger payment and the duration of such payment and benefits. The following table provides information concerning the potential termination or change in control payments that would be made to each of Ms. Williams and Mr. Fils 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 31, 2025. 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 Acceleration Value (2) | Total ($) | | Elizabeth Williams | | | | | Death or Disability | $— | $— | $— | | Involuntary Termination | $761,000 | $1,138,639 | $1,899,639 | | Involuntary Termination in Connection with Change in Control | $761,000 | $2,386,224 | $3,147,224 | | Ira Fils | | | | | Death or Disability | $— | $— | $— | | Involuntary Termination | $416,000 | $— | $416,000 | | Involuntary Termination in Connection with Change in Control | $416,000 | $— | $416,000 |
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 2025 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. As described above in “Description of Employment Agreements – Elizabeth Williams,” Ms. Williams’ cash severance includes reimbursement of premiums to continue healthcare coverage under COBRA. Such benefits are quantified using GAAP assumptions. |
Potential Payments Upon Termination or Change in Control
| (2) Calculations are based upon the closing price of our common stock of $10.46 on December 31, 2025, which was the last trading day of fiscal 2025. The equity acceleration value includes accelerated vesting of Ms. Williams’ Signing Grant pursuant to her employment agreement. |
Potential Payments Upon Termination or Change in Control
In connection with Ms. Hollandsworth’s termination of employment on December 26, 2025, Ms. Hollandsworth became entitled to receive the following benefits pursuant to her employment agreement: continued payment of her base salary for one year ($459,000), a pro-rata portion of any annual bonus earned for the year of termination based on performance ($266,749), reimbursement of COBRA continuation of medical benefits ($10,380) and accelerated vesting of outstanding equity awards that would have otherwise vested through May 31, 2026 (estimated value of $469,409)
CEO Pay Ratio Disclosure
CEO 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 Chief Executive Officer to the median of the annual total compensation of all of our employees (excluding our Chief Executive Officer). Based on SEC rules for this disclosure and applying the methodology described below, we have determined that our Chief Executive Officer’s total compensation for 2025 was $3,062,506 and the median of the total 2025 compensation of all of our employees (excluding our Chief Executive Officer) was $17,168. Accordingly, we estimate the ratio of our Chief Executive Officer’s total compensation for 2025 to the median of the total 2025 compensation of all of our employees (excluding our Chief Executive Officer) to be approximately 178 to 1. We identified the median employee by taking into account the total gross wages as reported on Form W-2 paid in 2025 to all individuals, excluding our Chief Executive Officer, who were employed by us on December 31, 2025. 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 2025. 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 2025 was determined using the same rules that apply to reporting the compensation of our Named Executive Officers (including our Chief Executive Officer) in the “Total” column of the 2025 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) | | 2025 | 3,667,104 | 3,007,413 | — | — | 1,165,525 | 699,018 | 66 | 136 | 26,486 | 66,713 | | 2024 | 4,712,877 | 5,322,155 | 2,069,796 | 2,385,373 | 1,363,689 | 1,982,714 | 75 | 140 | 25,684 | 62,708 | | 2023 | 3,161,265 | 389,246 | 983,361 | 983,009 | 1,359,787 | 1,331,336 | 57 | 130 | 25,554 | 57,356 | | 2022 | 1,744,863 | 1,274,565 | — | — | 699,093 | 73,571 | 63 | 112 | 20,801 | 48,676 | | 2021 | 1,499,832 | 1,046,794 | 1,738,455 | (3,456,667) | 1,107,640 | 1,205,482 | 77 | 123 | 29,121 | 63,395 |
Pay versus Performance
| (1) The executive officers included in the table above are noted below: |
Pay versus Performance
| Year | PEO1 | PEO2 | NEO | | 2025 | E. Williams | | I. Fils, Ms. Hollandsworth | | 2024 | E. Williams | M. Hollandsworth | I. Fils | | 2023 | L. Roberts | M. Hollandsworth | I. Fils | | 2022 | L. Roberts | | I. Fils, M. Hollandsworth, M. Lozano | | 2021 | L. Roberts | B. Acoca | M. Lozano |
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
| | 2025 | | | 2024 | | | 2023 | | | 2022 | | 2021 | | | | Adjustments | PEO1 | PEO2 | Average NEO | PEO1 | PEO2 | Average NEO | PEO1 | PEO2 | Average NEO | PEO1 | Average NEO | PEO1 | PEO2 | Average NEO | | Summary Compensation Table Total ($) | 3,667,104 | — | 1,165,525 | 4,712,877 | 2,069,796 | 1,363,689 | 3,161,265 | 983,361 | 1,359,787 | 1,744,863 | 699,093 | 1,499,832 | 1,738,455 | 1,107,640 | | Grant date fair value of equity awards made in the year and reported in the Summary Compensation Table ($) | (2,027,884) | — | (309,357) | (3,000,000) | (1,150,000) | (500,000) | (1,600,000) | (450,000) | (810,000) | (1,000,000) | (350,000) | (700,000) | (1,000,000) | — | | Year-end fair value of awards made in the year that were unvested at the end of the year ($) | 2,041,284 | — | 282,962 | 3,609,278 | 1,270,734 | 575,817 | — | 456,932 | 829,142 | 950,717 | 192,467 | 553,406 | — | 367,190 | | Change in fair value during the year of awards made in prior years that were unvested at the end of the year ($) | (515,219) | — | (86,051) | — | 79,557 | 231,842 | — | — | (45,722) | (230,513) | — | (292,071) | — | (249,235) | | Change in fair value during the year of awards made in prior years that vested during the year ($) | (157,872) | — | (136,935) | — | 115,285 | 311,365 | (118,900) | (7,284) | (1,872) | (190,502) | (31,486) | (14,373) | (63,346) | (20,113) | | Fair value at the beginning of the year of any awards granted prior years that failed to meet the applicable vesting conditions during the year | — | — | (217,126) | — | — | — | (1,053,120) | — | — | — | (436,502) | — | (4,131,776) | — | | Compensation Actually Paid ("CAP") ($) | 3,007,413 | — | 699,018 | 5,322,155 | 2,385,373 | 1,982,714 | 389,246 | 983,009 | 1,331,336 | 1,274,565 | 73,571 | 1,046,794 | (3,456,667) | 1,205,482 |
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 31, 2025. |
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 2025 and 2024 is Ms. Williams, and 2023, 2022, and 2021 is Mr. Roberts. 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. |
PROPOSAL 6: SHAREHOLDER PROPOSAL REQUESTING THE ADOPTION OF A MAJORITY VOTING STANDARD FOR THE ELECTION OF DIRECTORS IN UNCONTESTED ELECTIONS
PROPOSAL 6: SHAREHOLDER PROPOSAL REQUESTING THE ADOPTION OF A MAJORITY VOTING STANDARD FOR THE ELECTION OF DIRECTORS IN UNCONTESTED ELECTIONS