DEF 14A of Portillo's Inc., Apr 23, 2024

DEF 14A of Portillo's Inc.

Filed Apr 23, 2024 · FY20230001871509-24-000037

Open on EDGAR

  1. Kelly M. Kaiser

    | | Outstanding Equity Awards at Fiscal Year-End | 58 | | | Options Exercised and Stock Vested | 58 | | | Non-Qualified Deferred Compensation | 59 | | | Potential Payments Upon Termination | 59 | | | CEO Pay Ratio | 61 | | | Pay Versus Performance | 62 | | | Proposal 3 - Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation | 66 | | | Proposal 4 - Ratification of the Independent Registered Public Accounting Firm | 67 | | | Oversight of Independent Registered Public Accounting Firm | 67 | | | Fees Paid to Independent Registered Public Accounting Firm | 68 | | | Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 68 | | | Audit Committee Report | 69 | | Other Matters | | 70 | | | Securities Ownership of Certain Beneficial Owners and Management | 70 | | | Delinquent Section 16(a) Reports | 71 | | | Equity Compensation Plans Table | 71 | | | Certain Relationships and Related Party Transactions | 72 | | | Related Party Transaction Policy | 72 | | | Related Party Transactions | 72 | | | Shareholders’ Proposals | 76 | | | About the Meeting | 77 | | | 2023 Annual Report and SEC Filings | 80 | | | Appendix A: Reconciliation of Non-GAAP Measures | 81 |

  2. Kelly M. Kaiser

    | Frequently Accessed Information | | | •Auditor Fees | 68 | | •Beneficial Ownership Table | 70 | | •CEO Pay Ratio | 61 | | •Committee Structure | 26 | | •Compensation Discussion & Analysis | 42 | | •Compensation Philosophy | 46 | | •Director Biographies | 19 | | •Director Compensation | 40 | | •Director Skills Matrix | 16 | | •Key Areas of Board Oversight | 30 | | •Pay Versus Performance | 62 | | •Share Ownership Guidelines | 53 | | •Summary Compensation Table | 57 |

  3. Portillo’s Director Nominees

    Portillo’s Director Nominees

  4. Portillo’s Director Nominees

    | Name and Principal Occupation | | Age* | Director Since | Committees | | | Board Experience | | | | | | AC | N&GC | CC | | | | Michael Osanloo President and Chief Executive Officer, Portillo’s Inc. | 58 | 2018 | | | | | | | Ann Bordelon Executive Vice Chancellor for Finance & Administration, University of Arkansas | 57 | 2020 | | | | | | | Paulette Dodson Board Member | 60 | 2021 | | | | | | | Noah Glass Chief Executive Officer, Olo Inc. | 43 | 2017 | | | | | | | Gerard J. Hart President and Chief Executive Officer, Red Robin Gourmet Burgers Inc. | 66 | 2016 | | | | | | | Joshua A. Lutzker Managing Director, Berkshire Partners LLC | 49 | 2014 | | | | | | | Michael A. Miles Jr. Advisory Director at Berkshire Partners LLC | 62 | 2014 | | | | |

  5. Portillo’s Director Nominees

    * As of June 3, 2024 (includes tenure with Portillo’s OpCo)

  6. Portillo’s Director Nominees

    | AC | Audit Committee | | Executive Leadership | | Finance and Accounting | | N&GC | Nominating & Governance Committee | | Restaurant Industry Operations | | Brand Management/Marketing | | CC | Compensation Committee | | Multi-Unit Retail Industry Operations | | Risk Management | | | Chair | | Consumer-Packaged Goods Experience | | Corporate Governance | | | Member | | Restaurant Technology Expert | | Cybersecurity | | | | | Human Capital Management | | |

  7. Portillo’s Director Nominees

    | 2024 Proxy Statement | 11 |

  8. Elements of Executive Compensation

    | Component | Form of Payout | Performance Rewarded | Calculation | | Base Salary | Cash | Provide competitive, fixed compensation to attract and retain executive talent | Calculated based on individual contributions to business outcomes, scope and responsibilities, experience, role changes and market data | | Short-Term Incentive (“STI”) | Cash | Drive alignment of interests among executive team and shareholders to achieve key short-term goals and fiscal year Company objectives | •75% - achievement of Company performance target (Adjusted EBITDA in 2023) •25% - achievement of individual performance objectives | | Long-Term Incentive (“LTI”) | Equity awards (including restricted stock units (“RSUs”), options, and restricted stock awards (“RSAs”)) with time- and/or performance-based vesting triggers | •Incentivize achievement of longer-term Company objectives •Align executive and shareholder interests •Promote retention | Type and value of awards are determined based on objectives set by the Board, which may include individual contributions, potential future impact, specific performance targets and market benchmarks |

  9. Information Regarding the Director Nominees

    Information Regarding the Director Nominees

  10. Our Board of Directors

    Our Board of Directors We have a balanced Board whose members individually possess the leadership and character commensurate with the role of Director, and which collectively possesses the mix of skills necessary to provide appropriate oversight of a company the size and complexity of Portillo’s. Their experience, qualifications and skills have led the Board to determine that each nominee brings unique value to the Company and should continue to serve on the Board. Biographical information of each of our director nominees is set forth below. The age of each Director is as of June 3, 2024, the date of the Annual Meeting.

  11. Our Board of Directors

    | Age: 62 Director Since: 2014 Committees: Compensation Public Company Boards: •Western Union (NYSE: WU) •Chair of Compensation Committee •Member of Governance and ESG Committee | | | | | Michael A. Miles, Jr. Chairman of the Board Favorite Menu Item: Italian Beef with Hot Peppers and Cheddar | | | | Key Qualifications | | | | Chief Operating Officer and President of a $25B global retailer and distributor for 10 years | Chief Operating Officer for Pizza Hut for 3 years | | | Relevant Experience Michael A. Miles, Jr. is the former Chief Operating Officer and President of Staples, Inc., a $25 billion global office supplies retailer and distributor. He previously served as the interim CEO of Portillo’s from 2014 - 2015 and the Chief Operating Officer of Pizza Hut for YUM Brands. He began his career with Bain & Co. and PepsiCo. Mr. Miles brings experience with multi-unit operations, development and marketing to our Board. He also serves on the board of Western Union (NYSE: WU) where he sits on the governance and ESG committee and chairs the compensation committee. He is an Advisory Director with Berkshire Partners. | | | | Skills | |

  12. Our Board of Directors

    | 2024 Proxy Statement | 19 |

  13. Our Board of Directors

    | Age: 58 Director Since: 2018 Committees: None Public Company Boards: None | | | | | Michael Osanloo President and Chief Executive Officer, Portillo’s Inc. Favorite Menu Item: Italian Beef, dipped with Hot Peppers | | | | Key Qualifications | | | | As CEO of P.F. Chang’s China Bistro, expanded into the UK, Germany & China | As EVP & President - Grocery at Kraft Heinz, led successful business transformation, resulting in significant share growth | | | Relevant Experience Michael Osanloo is the President and Chief Executive Officer at Portillo's where he is responsible for overall brand strategy, business performance and the Company's growth across new states and markets. Mr. Osanloo is a passionate servant leader who has structured the Company in a way that affords every team member the opportunity to grow and be successful. Since joining Portillo's, Mr. Osanloo was named one of 10 business leaders that could change Chicago's business world in 2019 by the Chicago Tribune. As CEO of P.F. Chang's China Bistro, Inc., Mr. Osanloo oversaw more than 300 restaurants globally and expanded the brand into China, the UK and Germany. Prior to his tenure at P.F. Chang’s, Mr. Osanloo served as Executive Vice President and President of Grocery at Kraft Heinz, and in senior leadership roles at Caesar's Entertainment. Mr. Osanloo also worked at Bain & Company from 1996 to 2005, where he was promoted to Partner. | | | | Skills | |

  14. Our Board of Directors

    | Age: 57 Director Since: 2021 Committees: Audit (Chair) Public Company Boards: •America’s Car-Mart, Inc.(NASDAQ: CRMT) •Chair of Audit and Compliance Committee •Member of Compensation and Human Capital Committee, Nominating and Governance Committee, and Technology and Innovation Committee | | | | | Ann Bordelon Executive Vice Chancellor for Finance & Administration, University of Arkansas Favorite Menu Item: Chocolate Cake | | | | Key Qualifications | | | | 24 years of Finance & Accounting experience working with public and private companies | Responsibility for overseeing cybersecurity and the Information Technology team at the University of Arkansas | | | Relevant Experience Ann Bordelon is the Executive Vice Chancellor for Finance & Administration at the University of Arkansas, a position she accepted in 2020. Prior to that, she served as Chief Financial Officer for Mitchell Communications and NOWDiagnostics. Ms. Bordelon also has nearly 13 years of experience in executive finance roles at Walmart, Inc., including as Chief Audit Executive and Chief Financial Officer of Sam’s Club. She began her career at Ernst & Young. She brings financial expertise to the Board as well as a strong background in multi-unit operations and management. She also serves on the board of America’s Car-Mart, Inc. (Nasdaq: CRMT) where she chairs the audit and compliance committee and is on the compensation and human capital, nominating and governance, and innovation and technology committees. Ms. Bordelon is a certified public accountant. | | | | Skills | |

  15. Our Board of Directors

    | 20 | |

  16. Our Board of Directors

    | Age: 60 Director Since: 2021 Committees: Audit, Nominating and Corporate Governance Public Company Boards: •Bark, Inc. (NYSE: BARK) •Corporate Governance and Nominating Committee •Trupanion (Nasdaq: TRUP) Other Directorships: •United Way of Metro Chicago (not-for-profit board) •Better Government Association •Mather (not-for-profit board) •Chair of Corporate Governance and Nominating Committee •Member of Executive / Compensation Committee | | | | | Paulette Dodson Board Member Favorite Menu Item: Spicy Chicken Sandwich | | | | Key Qualifications | | | | Extensive experience identifying, managing and mitigating key risks faced by companies | Over 11 years as general counsel to public companies | | | Relevant Experience Paulette Dodson is an experienced legal executive who has spent more than 30 years as a trusted advisor to CEOs and the boards of directors of Fortune 500 companies and large privately held companies. She presently serves as an active member of three other Illinois-based organizations: Better Government Association, United Way of Metro Chicago and Mather Lifeways. Ms. Dodson previously served as General Counsel and Corporate Secretary for Alight, a leading cloud-based provider of integrated digital human capital and business solutions, the Senior Vice President, General Counsel and Corporate Secretary for PetSmart Inc. and as Senior Vice President, General Counsel and Corporate Secretary, among other roles, for Sara Lee Corporation. | | | | Skills | |

  17. Our Board of Directors

    | Age: 43 Director Since: 2017 Committees: Audit Public Company Boards: •Olo Inc. (NYSE: OLO) Other Directorships: •Share Our Strength (not-for-profit board) •Culinary Institute of America | | | | | Noah Glass Chief Executive Officer, Olo Inc. Favorite Menu Item: Garden Dog | | | | Key Qualifications | | | | Took Olo, Inc. from formation to IPO in less than 10 years | Olo technology enables over 700 brands to process over 2M orders per day | | | Relevant Experience Noah Glass is the Chief Executive Officer of Olo Inc. (NYSE: OLO), the restaurant technology company he founded in 2005. Olo provides a technology platform giving cloud-based e-commerce functionality to multi-location restaurant brands. In addition to his unique vantage point on the restaurant sector, Mr. Glass brings experience building and leading a profitable business through its public offering and a strong understanding of information technology. Mr. Glass is also on the board of Share Our Strength, a non-profit focused on ending childhood hunger and a member of the board of trustees of the Culinary Institute of America. | | | | Skills | |

  18. Our Board of Directors

    | 2024 Proxy Statement | 21 |

  19. Our Board of Directors

    | Age: 66 Director Since: 2016 Committees: Compensation (Chair) Public Company Boards: •Red Robin Gourmet Burgers, Inc. (NASDAQ: RRGB) Other Directorships: •Blessings in a Backpack (non-profit organization) | | | | | Gerard J. Hart President and Chief Executive Officer, Red Robin Gourmet Burgers Inc. Favorite Menu Item: Jumbo Chili Dog with Fries | | | | Key Qualifications | | | | Demonstrated leadership and “followership” by galvanizing an employee population of 45,000 to help grow Texas Roadhouse from 60 to 450 locations | Substantial CEO experience leading other restaurant concepts | | | Relevant Experience Mr. Hart is the President and Chief Executive Officer of Red Robin Gourmet Burgers Inc. (NASDAQ: RRGB), drawing upon approximately 40 years in the restaurant industry to drive long-term shareholder value. Before joining Red Robin, Mr. Hart served as the Chief Executive Officer of Torchy’s Tacos, a high-growth, fast-casual restaurant chain from 2018 to 2021, and served as the Chief Executive Officer of California Pizza Kitchen from 2011 to 2018. Prior to that, Mr. Hart served as the Chief Executive Officer of Texas Roadhouse, where he led the expansion of its operations from 60 to 450 locations, including two international markets. | | | | Skills | |

  20. Our Board of Directors

    | Age: 49 Director Since: 2014 Committees: Nominating and Corporate Governance (Chair), Compensation Public Company Boards: None Other Directorships: •National Carwash Solutions •SRS Distribution •Boston Symphony Orchestra (not-for-profit board) | | | | | Joshua A. Lutzker Managing Director, Berkshire Partners LLC Favorite Menu Item: Jumbo Chili Dog with Fries | | | | Key Qualifications | | | | Decades of experience leveraging brand power to accelerate the growth of consumer-facing companies | Co-leads the Consumer practice at Berkshire | | | Relevant Experience Joshua A. Lutzker is a Managing Director at Berkshire Partners LLC. Mr. Lutzker co-leads the Consumer practice at Berkshire and has served on the boards of Aritzia (the women’s fashion retailer), Mielle Organics, National Carwash Solutions and SRS Distribution (a roofing distributor), among others. Mr. Lutzker brings experience building brands and companies in the consumer space. He also serves on the board of the Boston Symphony Orchestra. | | | | Skills | |

  21. Our Board of Directors

    | 22 | |

  22. Committee Structure

    | | | Compensation Committee | | | | Members: Gerard J. Hart (Chair), Michael A. Miles Jr., and Joshua A. Lutzker Meetings held in 2023: 4 | | Qualifications and 2023 Highlights •Each of Messrs. Hart, Miles and Lutzker qualifies as an independent director for the purposes of serving on the Compensation Committee under applicable Nasdaq and SEC rules. •Neither Mr. Miles nor Mr. Lutzker qualifies as a “non-employee director” as defined under Rule 16b-3 promulgated under the Exchange Act and, therefore, the full Board will approve all equity awards granted to directors and officers of the Company for so long as they are members of the Compensation Committee, unless the Compensation Committee delegates such authority to a subcommittee in accordance with applicable law and its authority under its charter. •In 2023, among other accomplishments, the Compensation Committee benchmarked Short-Term Incentive practices and restructured our STI Program to ensure continued alignment between the interests of our shareholders, the Company, and our Team Members. Purpose and Responsibilities The primary purpose of our Compensation Committee under the Committee’s charter is to assist the Board in overseeing our employee compensation structure policies and practices, including: •reviewing, approving and recommending to the Board the executive officer compensation arrangements, plans, policies and programs; and •reviewing, approving and recommending to the Board executive bonus plans or programs and equity-based compensation plans. | | | 2024 Priorities | | | | | •Long-Term Incentive Program •Long-term and Emergency Succession Planning •Benefit Plan Review | | |

  23. Director Compensation

    Director Compensation Prior to the IPO, our Director compensation consisted of cash fees or option awards under the 2014 Plan, depending on each Director’s individual compensation arrangement(s) as described in the footnotes to the table below, where applicable. In connection with the IPO, our Directors received a grant of restricted stock units (“RSUs”) and our Compensation Committee and Board also established a new independent Director compensation program. In 2023, the Board reviewed the compensation program and, based on their review of market practices, among other things, made certain adjustments. The following table sets forth information concerning the compensation of our independent Directors for the fiscal year ended December 31, 2023 (“Fiscal Year 2023”). Any Director who is an employee of the Company receives no additional compensation for services as a Director or as a member of a Committee of our Board. Compensation information for Mr. Osanloo is included in the Executive Compensation section.

  24. Director Compensation

    | Name | Fees earned or paid in cash ($) | Stock awards ($)(1)(2) | Option awards ($) | All other compensation ($) | Total ($) | | Michael A. Miles | $175,000 | $120,000 | $— | $— | $295,000 | | Ann Bordelon | 105,000 | 120,000 | — | — | 225,000 | | Noah Glass | — | 200,000 | — | — | 200,000 | | Paulette Dodson | — | 200,000 | — | — | 200,000 | | Gerard J. Hart | 100,000 | 120,000 | — | — | 220,000 | | Josh A. Lutzker | — | 215,000 | — | — | 215,000 | | Richard Lubin(3) | — | 166,670 | — | — | 166,670 |

  25. Director Compensation

    (1)The amounts represent restricted stock units granted on April 4, 2023 at a stock price of $20.80, which vested in full on December 31, 2023 at a stock price of $15.93 per unit, the closing stock price on December 29, 2023. (2)The number of stock options and RSUs outstanding held by each independent Director (representing unexercised stock options and unvested RSUs) at December 31, 2023 is as follows: Mr. Miles has 553,555 unexercised stock options and 2,000 unvested RSUs, Ms. Bordelon has 35,787 unexercised stock options and 2,000 unvested RSUs, Mr. Glass has 59,644 unexercised stock options and 2,000 unvested RSUs, Ms. Dodson has 2,000 unvested RSUs, Mr. Hart has 59,642 unexercised stock options and 2,000 unvested RSUs and Mr. Lutzker has 2,000 unvested RSUs. (3)Mr. Lubin retired from the Board in October 2023.

  26. Independent Director Compensation Program

    Independent Director Compensation Program Under our independent Director compensation program, our Directors receive a cash retainer and an annual equity award as well as additional cash fees for service as Board chair or Committee chair. Directors may elect to receive any or all of their cash fees in equity rather than cash, if they prefer.

  27. Annual Independent Director Compensation

    Annual Independent Director Compensation

  28. Annual Independent Director Compensation

    | • | Annual RSUs Retainer | | • | Annual Cash Retainer |

  29. Annual Independent Director Compensation

    | 2023 Additional Annual Cash Compensation | | | Board Chair Fee: | $95,000 | | Audit Committee Chair Fee: | $25,000 | | Compensation Committee Chair Fee: | $20,000 | | Nominating and Corporate Governance Committee Chair Fee: | $15,000 |

  30. Annual Independent Director Compensation

    There were no changes to the independent Director compensation program in 2023 except as previously disclosed in our 2023 Proxy Statement.

  31. Annual Independent Director Compensation

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  32. Annual Independent Director Compensation

    | Proposal 2 | Advisory Vote on Executive Compensation |

  33. Annual Independent Director Compensation

    This year, as we transition from an Emerging Growth Company to a Large Accelerated Filer, we are including an advisory vote on the compensation paid to our Named Executive Officers (“NEOs”). This vote is required under Section 14A of the Exchange Act, specifically the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”), and related SEC rules. An advisory vote is not binding on the Company, but our Compensation Committee and Board intend to take the results of the advisory vote into consideration when making NEO compensation decisions. This proposal is frequently referred to as “Say on Pay” and allows shareholders to share their overall opinion on executive pay. The vote does not speak specifically to any particular element of compensation or any particular NEO. Instead, it is an opportunity to express approval or disapproval on the Company’s compensation philosophy, practices and procedures. We expect to conduct a Say on Pay vote annually. We believe that our compensation philosophy and practices do an excellent job of tying our NEOs’ compensation to our strategic objectives and the creation of sustainable value for shareholders. The following sections explain in greater detail our philosophy, the elements of compensation, the targets assigned and how those elements and targets work together to achieve critical objectives. Our Compensation Committee will consider the results of this proposal when reviewing our compensation philosophy and determining compensation going forward and intend to, along with other members of the Board, continue to engage with our shareholders to understand and address any concerns as they arise.

  34. Compensation Philosophy

    Compensation Philosophy The Company's compensation philosophy prioritizes performance and aims to align executive compensation with shareholders' interests while ensuring that the Company can retain key talent. To achieve this alignment, the Compensation Committee focuses on maintaining market-competitive base salaries and structuring short-term and long-term incentives to heavily reflect Company performance on strategic objectives within market norms. Our executive compensation policies and practices include: •Pay for Performance Our compensation structure is centered on pay-for-performance principles. Rather than guaranteeing executive pay, we link it to performance metrics aimed at enhancing shareholder value. A substantial portion of our long-term incentive program is performance-driven, with both short-term and long-term incentives comprising the majority of our total compensation package. •Alignment with Shareholder Interests Incentive payouts are directly linked to Company performance, encompassing financial, strategic, and individual contributions, fostering long-term value creation for our shareholders. •Attracting, Retaining and Engaging Top Talent We offer competitive total rewards compensation packages that tie rewards directly to performance, attracting, retaining and engaging high-caliber individuals crucial for our Company's success. •Stock Ownership and Trading Policies Our stock ownership and trading policies encompass guidelines for all executive officers and Board members, ensuring alignment with ownership standards. Additionally, we strictly prohibit all Team Members, including executives and Board members, from engaging in securities hedging activities. Moreover, executive officers and Board members are prohibited from pledging Company securities as loan collateral or holding them in margin accounts. •Health, Retirement and Other Benefits Health, retirement, and additional benefits extended to executive officers are aligned with the offerings available to all management Team Members. These encompass health, retirement, stock purchase, paid time off, life insurance, and disability plans. •Values-Based Ethical Framework Our compensation programs are organized in accordance with corporate governance guidelines. To mitigate excessive risk, we employ various strategies, including setting caps on incentive awards, implementing vesting periods for long-term incentives, incorporating clawback provisions, imposing restrictive covenants, and utilizing performance metrics.

  35. Elements of Compensation

    | Component | Form of Payout | Objective | Calculation | | Base Salary | Cash | Provide competitive, fixed compensation to attract and retain executive talent | Calculated based on individual contributions to business outcomes, scope and responsibilities, experience, role changes and market data | | Short-term Incentive (“STI”) | Cash | Drive alignment of interests among executive team and shareholders to achieve key short-term goals and fiscal year Company objectives | •75% - achievement of Company performance target (Adjusted EBITDA in 2023) •25% - achievement of individual performance objectives | | Long-Term Incentive (“LTI”) | Equity awards (including RSUs, options, and RSAs) with time- and/or performance-based vesting triggers | •Incentivize achievement of longer-term Company objectives •Align executive and shareholder interests •Promote retention | Type and value of awards are determined based on the objectives set by the Board, which may include individual contributions, potential future impact, specific performance targets and market benchmarks |

  36. Short-Term Incentive

    Short-Term Incentive Portillo’s short-term incentive program is meticulously crafted to encourage our management team to attain key performance objectives for the calendar year, fostering a direct correlation between performance and pay. The Compensation Committee believes our executive performance goals allow management to make contributions based on their unique skills and opportunities. We set a target payout percentage of a participant’s annual base salary based on their responsibilities and experience, while also taking into consideration prior performance, current market practices, and peer benchmarks. In 2023, the short-term incentive program was structured to prioritize Company financial performance and individual performance, which were weighted at 75% and 25%, respectively. The weighting of performance measures mirrors the Compensation Committee's intent to link a substantial portion of the annual incentive compensation to measures deemed significant to our shareholders. Simultaneously, it reinforces strategic performance goals aligned with the Company's growth targets, execution of long-term strategic plans, and compliance objectives. Potential payouts range from 0% to 200% of target based on the achievement of pre-established financial goals, strategic objectives and leadership performance. For 2023, the Committee increased Ms. Hook and Mr. Pratt’s target bonus percentage to 75% to better reflect peer group benchmarking as well as their critical responsibilities and strategic impact to the organization. Consistent with previous years, the Compensation Committee established the annual incentive targets for the 2023 Annual Incentive Plan during Q1 2023, selecting an Adjusted EBITDA target. Individual performance is assessed based on a set of personalized objectives aligned with our strategic pillars (for 2023, Heart of Portillo’s, Growth Drivers, New Frontiers, and Employer of Choice), including leadership performance. The individual performance goals for the CEO were approved by the Committee. Performance goals for other executive officers in 2023 were approved by the CEO. After the end of the year, the Committee evaluated the performance of the CEO against his goals and determined his individual component percentage. The CEO evaluated the overall performance of each other executive officer against their goals and leadership performance and provided recommendations to the Compensation Committee. Adjusted EBITDA Component (75%) Calculation: In Fiscal Year 2023, the Company performance metric had an Adjusted EBITDA target of $96.8 million at a 100% payout. The Company exceeded this target, resulting in a payout of 128.2%. Individual Component (25%) Calculation: Individual performance payouts were calculated based on the individual NEO’s performance. Mr. Osanloo based his review of the performance for each participating NEO against objectives, leadership performance and feedback from our rigorous talent calibration process. Mr. Osanloo presented each executive’s performance achievement and individual payout recommendation at 128.2% to the Compensation Committee. In making its assessment, the Committee considered and approved Mr. Osanloo’s recommendation. The Company achieved and exceeded its financial targets. The Compensation Committee approved a 100% Individual Performance Payout for Mr. Osanloo based on performance against overall objectives. In addition to Portillo’s exceeding our Adjusted EBITDA target, the organization achieved a comparable sales growth target of 5.7% and overall revenue of $679.9 million, successfully opened 12 new restaurants and deployed menu enhancements with our Rodeo Burger and new Grab & Go experience, delivered increased levels of Team Member engagement (which beat industry averages), and was honored as one of QSR Magazine’s “Best Brands to Work For.” The chart below sets out each NEO’s short-term non-equity incentive target, their 2023 target and actual bonuses.

  37. Short-Term Incentive

    | NEO | Target % | | 2023 Target | Adj. EBITDA % | Adj. EBITDA ($) | Ind. Perform. % | Ind. Perform. ($) | 2023 Actual ($) | | Mr. Osanloo | | 100% | $900,000 | 128.2% | $865,350 | 100.0% | $225,000 | $1,090,350 | | Ms. Hook | | 75% | $341,445 | 128.2% | $328,299 | 128.2% | $109,433 | $437,732 | | Mr. Pratt | | 75% | $348,506 | 128.2% | $335,089 | 128.2% | $111,696 | $446,785 | | Ms. Waite | | 50% | $202,077 | 128.2% | $194,297 | 128.2% | $64,766 | $259,062 | | Ms. Shelton | | 50% | $178,706 | 128.2% | $171,826 | 128.2% | $57,275 | $229,101 |

  38. Short-Term Incentive

    | 48 | |

  39. Long-Term Equity Incentive

    Long-Term Equity Incentive We believe that long-term equity-based compensation provides direct alignment between the interests of our executives and shareholders and helps to ensure long-term retention of key executive talent. To balance incentives to achieve both short-term and long-term performance objectives, upon hire or promotion, our executive officers receive equity award grants. Prior to the IPO, equity was awarded under the 2014 Equity Incentive Plan (the “2014 Plan”), and following the IPO, equity awards are made under our 2021 Equity Incentive Plan (the “2021 Plan”). Prior to the IPO, we awarded unit option grants that were equally divided between (i) options subject to time-based vesting, and (ii) options subject to both time-based and performance-based vesting. The time-based vesting options vest in general, in equal annual installments over a 5-year period and have a ten-year term from the date of the grant. The options subject to both time-based and performance-based vesting have a ten-year term from the date of the grant and vest, in general, in equal annual installments over a 5-year period from the date of grant, subject to acceleration in the event of a sale transaction, and have a performance condition that is satisfied upon achievement of a specified internal rate of return and a minimum multiple of invested capital. In connection with the IPO, the performance condition was waived, and all such options became subject to time-based vesting. As a result of the waiver and resultant modification, we recognized non-cash compensation expense for our NEOs. As further described below, all outstanding awards under the 2014 Plan were assumed by the 2021 Plan in connection with the IPO and no further awards will be granted under such plan. In connection with the IPO, each option under the 2014 Plan that was outstanding, whether vested or unvested at such time, was substituted for an option to purchase a number of shares of Class A common stock. Each option holder received a payment in respect of his or her options (whether vested or unvested), as described above under “Bonus.” Following the IPO, no further options will be granted under the 2014 Plan. Additionally, in connection with the IPO, we granted to our executive officers, including our NEOs, RSUs and options as described below under “IPO Equity Awards.” In connection with the IPO, we adopted a new equity incentive plan, the 2021 Plan. The 2021 Plan provides flexibility to motivate, attract and retain our Team Members, officers, Directors, and other service providers who are expected to make significant contributions to our success and allow participants to share in such success. The 2021 Plan also aligns the interests of eligible participants with our shareholders by providing incentive compensation tied to the Company’s performance. The intent of the 2021 Plan is to advance the Company’s interests and increase shareholder value by attracting, retaining, and motivating key personnel upon whose judgment, initiative and effort the successful operation of our business is largely dependent. Under the 2021 Plan, we may grant options (both incentive and non-qualified), stock appreciation rights (“SARs”), restricted stock awards, RSUs and stock-based awards to our Team Members, officers, non-employee Directors or any natural person who is a consultant or other personal service provider to the Company or any of its subsidiaries or affiliates. All awards granted to participants under the 2021 Plan are represented by an award agreement. The 2021 IPO grants awarded to executives included Performance Based Options and RSUs. This heavily aligns executives with the long-term growth of the Company and shareholders’ interest. Awards were based on market values for each role and peer group. The option grants will be eligible to vest in three (3) tranches on the third, fourth and five anniversaries of the grant date subject to stock performance conditions. Performance hurdles must be met for each tranche of options to vest, if not, the performance options return to pool. The RSUs vested or will vest one-third (1/3rd) on each of the first three (3) anniversaries of the date of grant subject to continued service on such date. Executive officers who joined the Company or were promoted to the executive team receive Restricted Share Units and Performance Based Options awards with the same vesting triggers so that the executive team’s interests remain aligned. The NEOs did not receive an LTI grant in 2023, as they were awarded equity grants at the time of the IPO. No annual equity awards were granted to executive officers in 2023.

  40. Long-Term Equity Incentive

    | 2024 Proxy Statement | 49 |

  41. Compensation Process

    Compensation Process Early in each fiscal year, the Compensation Committee considers the Company’s strategic objectives and sets the Company’s performance target. The Company’s strategic objectives also inform the individual performance objectives assigned to the CEO. The CEO in turn develops performance objectives for each of the other executive officers in collaboration with the officers. From time to time, the Compensation Committee reviews the Company and executives’ progress toward their objectives, as well as whether such objectives are still designed to promote the best interests of the Company. After the fiscal year ends, our Compensation Committee conducts a thorough annual evaluation of the CEO, comprising both performance assessment and compensation analysis. Performance evaluation involves measuring the Company's achievements against predetermined objectives and engaging in personal interviews with individual Board members. Additionally, the Compensation Committee's independent consultant conducts extensive market research, gathering CEO compensation data from a restaurant industry-focused subset of our peers to ensure market competitiveness and appropriateness. The consultant and Compensation Committee also consider the CEO’s prior experience, marketability and retention concerns. The consultant reviews this data and provides recommendations to the Committee. Subsequently, the Compensation Committee convenes in executive session to review the CEO's performance evaluation results and compensation, integrating all collected data. Based on this comprehensive review, the Committee determines the CEO's compensation for the upcoming year. The Committee then presents its final assessment of CEO performance and compensation decisions to the Board for discussion during executive session. After the fiscal year end, the CEO also evaluates each executive against their agreed upon objectives and presents the Compensation Committee with his recommendations. The Compensation Committee then makes its final recommendations to the Board for approval. In Fiscal Year 2023, we conducted a thorough evaluation of each component of compensation and the overall total direct compensation for our NEOs, benchmarking against market standards and individual performance evaluations. The Compensation Committee reviewed both publicly accessible compensation data and insights from private surveys encompassing our peer group, and broader general and industry trends. Our approach involved leveraging available information to track the actions of our peer group, enabling us to assess market dynamics and the competitiveness of our executive compensation structure, particularly regarding long-term incentives.

  42. Roles and Responsibilities

    | Party | Responsibilities | | Compensation Committee | •Sets annual Compensation Committee calendar •Collaborates with the CEO to establish performance goals annually, aimed at fostering long-term shareholder value creation •Assesses CEO's performance against these objectives and Portillo’s overall performance, determining the CEO's compensation accordingly •Sets and approves compensation for other executive officers, reviews the overall compensation philosophy and strategy, and oversees all compensation and benefits programs for executive officers •Makes determinations regarding the independent director compensation program •Makes determinations regarding executive pay levels and program design based on relevant factors including applicable peer group and market data •Conducts an assessment of potential compensation-related risks to Portillo’s, overseeing policies and practices to mitigate such risks, including performance-based incentives below the executive level •Engages an independent consultant to aid in evaluating compensation and fulfilling its charter obligations •Engages with shareholders and stakeholders upon request to gather input on executive compensation matters | | Independent Compensation Consultant (Meridian Compensation Partners) | •Provides counsel and assessment on the adequacy and competitiveness of our compensation program based on market standards, our strategic direction, and internal procedures, including the mitigation of compensation-related risks for executive and Director talent •Offers guidance concerning governance in compensation decision-making •Conducts market analysis and crafts recommendations for the Compensation Committee in the setting of CEO & executive compensation opportunity and executives •Participates in Committee meetings, advising on diverse compensation issues as outlined in the Committee's charter •Engages in discussions with the Committee during meetings and in private sessions, and, as directed by the Committee, with select members of the Company's management team regarding specific compensation-related topics | | Chief Executive Officer (CEO) | •Collaborates with other executive officers to propose performance objectives at the start of each year, aimed at incentivizing positive shareholder value creation •Assesses the performance of other executive officers and offers recommendations to the Committee regarding their compensation | | Human Resources Function | •Provides the Compensation Committee with market analytics in support of the CEO’s recommendations for our executive officers •Engages outside consultants to assist with its analytics and recommendations, as needed |

  43. Peer Group Disclosure

    Peer Group Disclosure Our current peer group reflects a cross section of quick service, fast casual and casual dining restaurants as well as retail companies that are reflective of the marketplace for executive talent for Portillo’s. During the peer group selection process, the Compensation Committee considered each proposed peer’s industry, business profile and relative size. The Compensation Committee assessed the Company's standing relative to the peer group based on earnings, revenue, and market capitalization. The peer group for Fiscal Year 2023 did not change from 2022 and is comprised of the following companies:

  44. Peer Group Disclosure

    | •Bloomin' Brands •Brinker International, Inc. •Texas Roadhouse, Inc. •Grocery Outlet •Five Below, Inc. •National Vision Holdings, Inc. •Driven Brands •Krispy Kreme | •Dave & Buster's Entertainment, Inc. •BJ's Restaurants, Inc. •Shake Shack Inc. •The Real Real •Fiesta Restaurant Group, Inc. •Drive Shack Inc. •Wingstop Inc. |

  45. Susan Shelton

    Susan Shelton The Company entered into an employment agreement with Susan Shelton (the “Shelton Employment Agreement”) on August 1, 2014. The Shelton Employment Agreement provided for a 3-year initial term and renews year-to-year thereafter. The Shelton Employment Agreement originally provided for a base salary of $270,000 as well as annual incentive cash compensation with an annual target equal to 50% of base salary. In the event of termination by the Company without cause, by Ms. Shelton for good reason or upon the Company’s non-renewal of the term, Ms. Shelton was entitled to base salary continuation for 12 months and (ii) pro-rata annual cash bonus based on actual performance for the year of termination. In the event of termination due to death or disability, Ms. Shelton or her legal representatives would have been entitled to: (i) earned but unpaid salary and prior year’s annual bonus (if any), and (ii) pro-rata bonus annual cash bonus based on actual performance for the year of termination. Ms. Shelton retired from her position as General Counsel and Corporate Secretary on February 8, 2024.

  46. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information regarding the total compensation awarded to, earned by or paid to our named executive officers:

  47. Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Bonus ($)(1) | Stock awards ($)(2) | Option awards ($)(3) | Nonequity incentive plan compensation ($)(4) | All other compensation ($)(7) | Total ($) | | | Michael Osanloo, President and Chief Executive Officer | 2023 | $898,636 | $— | $— | $— | $1,090,350 | $58,194 | | 2,047,180 | | | 2022 | 821,398 | — | 413,746 | — | — | 53,704 | | 1,288,848 | | | 2021 | 791,167 | 1,719,150 | 3,938,000 | 23,728,075 | 1,018,464 | 49,351 | | 31,244,207 | | Michelle Hook, Chief Financial Officer and Treasurer | 2023 | 452,729 | — | — | — | 437,732 | 49,786 | | 940,247 | | | 2022 | 438,740 | — | 110,497 | — | — | 42,505 | | 591,742 | | | 2021 | 370,137 | 103,149 | 1,500,000 | 2,985,558 | 242,666 | 41,299 | | 5,242,809 | | Derrick Pratt, Chief Operating Officer | 2023 | 462,092 | — | — | — | 446,785 | 34,924 | | 943,801 | | | 2022 | 448,620 | — | 112,784 | — | — | 28,934 | | 590,338 | | Jill Waite, Chief People Officer(5) | 2023 | 401,906 | — | — | — | 259,062 | 54,374 | | 715,342 | | Susan Shelton, General Counsel(6) | 2023 | 355,425 | — | — | 34,716 | 229,101 | 27,580 | | 646,822 |

  48. Summary Compensation Table

    (1)The 2021 amounts represent a payment upon completion of the IPO and related transactions. Each option holder received a cash bonus in respect of his or her options (whether vested or unvested). (2)The 2022 amounts reported represent restricted stock awards (“RSAs”) granted on December 23, 2022 to executive officers in recognition of their work and accomplishments in 2022. The 2021 amounts reported represent the aggregate grant date fair value of restricted stock units granted on October 21, 2021 in connection with the IPO under the 2021 Plan. See description under “Long-Term Equity Incentive” in the CD&A. The fair values were computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. (3)For Ms. Shelton, the 2023 amounts reported reflect the incremental fair value of the option awards that were modified and remain outstanding in connection with Ms. Shelton’s anticipated retirement. The fair values were computed in accordance with ASC Topic 718, excluding the effect of forfeitures. (4)Represents performance-based amounts earned in Fiscal Year 2023 and Fiscal Year 2021 described under “Short-term Incentives” in the CD&A. (5)Ms. Waite was not a named executive officer in 2021 or 2022. (6)Ms. Shelton first became a named executive officer in 2023 and ceased to be an executive officer of the Company as of February 8, 2024. (7)Payments to our NEOs included in the “All other compensation” column include the following:

  49. Summary Compensation Table

    | Name | Year | Commuter benefits ($) | Cellphone stipend ($) | Employee Share Purchase Plan ($) | Health Insurance ($) | Personal Financial Management ($) | 401(k) match ($) | Total ($) | | Michael Osanloo | 2023 | $4,321 | $720 | $2,888 | $34,015 | $13,750 | $2,500 | $58,194 | | Michelle Hook | 2023 | — | 720 | 2,855 | 32,461 | 13,750 | — | 49,786 | | Derrick Pratt | 2023 | 8,590 | 720 | 1,537 | 24,077 | — | — | 34,924 | | Jill Waite | 2023 | 5,724 | 720 | 893 | 32,287 | 13,750 | 1,000 | 54,374 | | Susan Shelton | 2023 | — | 720 | 197 | 24,163 | — | 2,500 | 27,580 |

  50. Grants of Plan-Based Awards

    Grants of Plan-Based Awards There were no grants of plan-based awards made to our NEOs in fiscal 2023.

  51. Grants of Plan-Based Awards

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  52. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information with respect to outstanding equity awards held by our named executive officers as of December 31, 2023:

  53. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)(1) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested ($)(2) | Market value of shares or units of stock that have not vested ($)(3) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units, or other rights that have not vested ($) | | Michael Osanloo | 2,027,910 | — | — | $5.11 | 10/1/2028 | — | $— | — | $— | | | — | — | 963,325 | 20.00 | 10/21/2031 | 65,634 | 1,045,550 | — | — | | Michelle Hook | 73,005 | 48,669 | — | 5.77 | 3/2/2031 | — | — | — | — | | | — | — | 263,852 | 20.00 | 10/21/2031 | 25,000 | 398,250 | — | — | | Derrick Pratt | 73,005 | 48,669 | — | 4.37 | 9/14/2030 | — | — | — | — | | | — | — | 263,852 | 20.00 | 10/21/2031 | 20,834 | 331,886 | — | — | | Jill Waite | 133,842 | 44,614 | — | 4.30 | 8/7/2029 | 7,300 | 116,289 | — | — | | | — | — | 92,612 | 20.00 | 10/21/2031 | — | — | — | — | | Susan Shelton | 220,419 | — | — | 3.30 | 12/10/2024 | — | — | — | — | | | 55,105 | — | — | 5.45 | 12/10/2024 | — | — | — | — | | | — | — | 63,325 | 20.00 | 10/21/2031 | 5,000 | 79,650 | — | — |

  54. Outstanding Equity Awards at Fiscal Year-End

    (1)Represents unvested performance-based stock options outstanding as of Fiscal Year 2023, awarded in connection with the IPO, subject to stock performance conditions. See “Long Term Executive Incentive” in the CD&A. (2)Represents unvested RSUs awarded in connection with the IPO. See description under “Long-Term Equity Incentive” in the CD&A. (3)Value calculated based on $15.93, the closing stock price on December 29, 2023, the last trading day of Fiscal Year 2023.

  55. Options Exercised and Stock Vested

    Options Exercised and Stock Vested The following table sets forth information with respect to the exercise of stock options by our NEOs during fiscal 2023 and the vesting of the RSUs held by the NEOs during fiscal 2023.

  56. Options Exercised and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Michael Osanloo | — | — | 65,633 | $966,774 | | Michelle Hook | — | — | 25,000 | 368,250 | | Derrick Pratt | — | — | 20,833 | 306,870 | | Jill Waite | — | — | 7,300 | 107,529 | | Susan Shelton | — | — | 5,000 | 73,650 |

  57. Options Exercised and Stock Vested

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  58. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table sets forth our non-qualified deferred compensation as of December 31, 2023.

  59. Non-Qualified Deferred Compensation

    | Name | Named Executive Officer Contributions in Fiscal 2023 ($)(1) | Registrant Contributions in Fiscal 2023 ($) | Aggregate Earnings in Fiscal 2023 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2023 ($) | | Michael Osanloo | $— | $— | $— | $— | $— | | Michelle Hook | — | — | — | — | — | | Derrick Pratt | — | — | — | — | — | | Jill Waite | — | — | — | — | — | | Susan Shelton | 71,082 | — | 37,070 | — | 899,028 |

  60. Non-Qualified Deferred Compensation

    (1)These amounts are reported in the 2023 Summary Compensation Table in Ms. Shelton’s salary for 2023.

  61. Potential Payments Upon Termination

    Potential Payments Upon Termination

  62. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Regulation S-K and the Dodd-Frank Act, we are disclosing the following information about the relationship between the total annual compensation of our median Team Member and the total annual compensation of our CEO. We believe that this calculation is compliant with Item 402(u) of Regulation S-K. We identified the median employee by examining the total earnings for the 2023 Fiscal Year for all Team Members employed by us on October 1, 2023, excluding the CEO, whether employed on a full-time, part-time, seasonable or temporary basis, with the following methodology and assumptions: •As of October 1, 2023, our Team Members consisted of 8,175 individuals, 100% of whom were located in the United States. •With respect to Team Members who were employed less than a full year, we assumed in the calculation that they had worked the full 12-month period. •Of all possible median Team Members, we selected a Team Member who did not have atypical elements (such as disability pay or special earnings while on leave). We calculated the total annual compensation for our median Team Member using the same methodology used with our NEOs as set forth in the Summary Compensation Table. The total annual compensation for our median Team Member for 2023 was $18,678. As disclosed in the Summary Compensation Table, our CEO’s total annual compensation for 2023 was $2,047,180. Based on these calculations, our estimate for the ratio of total annual compensation of our CEO to the median of all other Team Members was 110:1.

  63. CEO Pay Ratio

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  64. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain Company financial performance indicators. For further information concerning the Company’s pay-for-performance philosophy and how the Company’s executive compensation aligns with the Company’s performance, refer to “Compensation Discussion & Analysis.” The Compensation Committee did not consider the Compensation Actually Paid (“CAP”) measure below in making its compensation decisions for any of the years shown below. The non-GAAP reconciliations for adjusted EBITDA are provided in Annex I.

  65. Pay Versus Performance

    | Year(1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(3) | Average Compensation Actually Paid to Non-PEOs Named Executive Officers ($)(4) | Value of initial fixed $100 investment based on: | | Net Income (Loss) ($ in Millions) | Adjusted EBITDA ($ in millions)(6) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | | | | 2023 | $2,047,180 | $(2,495,215) | $811,553 | $109,240 | $54.74 | $84.48 | $24,818 | $102,282 | | 2022 | 1,288,848 | (27,590,871) | 600,948 | (3,550,698) | 59.07 | 71.31 | 17,157 | 84,955 | | 2021 | 31,244,207 | 49,575,563 | 5,753,329 | 6,805,064 | 131.75 | 89.79 | (13,416) | 98,497 |

  66. Pay Versus Performance

    (1)Michael Osanloo was our principal executive officer for all years shown. The individuals comprising the Non-PEO named executive officers (NEOs) for each year presented are: 2023: Michelle Hook, Derrick Pratt, Jill Waite and Susan Shelton. Ms. Shelton ceased to be an executive officer as of February 8, 2024. 2022: Michelle Hook, Derrick Pratt and Sherri Abruscato. Ms. Abruscato ceased to be an executive officer as of October 31, 2022. 2021: Sherri Abruscato and Michelle Hook. (2)Item 402 requires certain adjustments to be made to the Summary Compensation Table totals to determine CAP for reporting in the Pay versus Performance Table. CAP is a value calculated under Item 402, but does not necessarily represent cash and/or equity transferred to the NEO without restriction. As required by Item 402, the following table details adjustments made to Summary Compensation Table total compensation values to arrive at CAP values (Note that NEOs do not participate in a defined benefit plan so there are no adjustments for pension benefits, and similarly, there are no adjustments made for dividends): PEO - Compensation Actually Paid

  67. Pay Versus Performance

    | Year | Summary Compensation Table Total ($) | Grant Date Fair Value of Equity Awards Granted During Applicable Year ($) | Year-End Fair Value of Equity Awards Granted During Applicable Year ($) | Change in Fair Value as of Year-End of Any Prior Year Awards that Remain Unvested as of Year-End ($) | Fair Value as of the Vesting Date of Any Equity Awards Granted During Applicable Year that Vested During Applicable Year ($) | Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year ($) | Fair Value at the End of the Prior Year for Prior Year Awards Forfeited During Applicable Year ($) | Total Equity Value Reflected in Compensation Actually Paid ($) | | 2023 | $2,047,180 | $— | $— | $(3,679,281) | $— | $(863,114) | $— | $(2,495,215) | | 2022 | 1,288,848 | (413,746) | — | (20,471,998) | 413,746 | (8,407,721) | — | (27,590,871) | | 2021 | 31,244,207 | (27,666,075) | 27,740,157 | 5,601,087 | 9,855,643 | 2,800,544 | — | 49,575,563 |

  68. Pay Versus Performance

    (3)The individuals comprising the Non-PEO named executive officers (NEOs) for each year presented are: 2023: Michelle Hook, Derrick Pratt, Jill Waite and Susan Shelton. Ms. Shelton ceased to be an executive officer as of February 8, 2024. 2022: Michelle Hook, Derrick Pratt and Sherri Abruscato. Ms. Abruscato ceased to be an executive officer as of October 31, 2022. 2021: Sherri Abruscato and Michelle Hook.

  69. Pay Versus Performance

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  70. Pay Versus Performance

    (4)Average non-PEO NEO Compensation Actually Paid

  71. Pay Versus Performance

    | Year | Summary Compensation Table Total ($) | Grant Date Fair Value of Equity Awards Granted During Applicable Year ($) | Year-End Fair Value of Equity Awards Granted During Applicable Year ($) | Change in Fair Value as of Year-End of Any Prior Year Awards that Remain Unvested as of Year-End ($) | Fair Value as of the Vesting Date of Any Equity Awards Granted During Applicable Year that Vested During Applicable Year ($) | Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year ($) | Fair Value at the End of the Prior Year for Prior Year Awards Forfeited During Applicable Year ($) | Total Equity Value Reflected in Compensation Actually Paid ($) | | 2023 | $811,553 | $— | $— | $(702,931) | $— | $618 | $— | $109,240 | | 2022 | 600,948 | (138,459) | — | (3,355,857) | 107,060 | (501,815) | (262,575) | (3,550,698) | | 2021 | 5,753,329 | (4,814,531) | 5,468,876 | — | 397,391 | — | — | 6,805,064 |

  72. Pay Versus Performance

    (5)TSR is based on the value of an initial fixed investment of $100. The TSR peer group consists of the S&P 600 Restaurants Index. (6)The Company defines Adjusted EBITDA as net income (loss) before depreciation and amortization, interest expense, interest income, and income taxes, adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing core operating performance, including equity-based compensation expense, deferred lease costs, loss on disposal of assets, ERP implementation costs, certain non-recurring charges and Tax Receivable Agreement liability adjustments.

  73. Pay Versus Performance

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