DEF 14A of Portillo's Inc., Apr 28, 2025

DEF 14A of Portillo's Inc.

Filed Apr 28, 2025 · FY20240001871509-25-000071

Open on EDGAR

  1. Kelly M. Kaiser

    | | Grants of Plan-Based Awards | 67 | | | Outstanding Equity Awards at Fiscal Year-End | 68 | | | Options Exercised and Stock Vested | 68 | | | Non-Qualified Deferred Compensation | 69 | | | Potential Payments Upon Termination | 69 | | | CEO Pay Ratio | 71 | | | Pay Versus Performance | 72 | | | Proposal 3 - Ratification of the Independent Registered Public Accounting Firm | 76 | | | Oversight of Independent Registered Public Accounting Firm | 76 | | | Fees Paid to Independent Registered Public Accounting Firm | 77 | | | Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 77 | | | Audit Committee Report | 78 | | | Proposal 4 - Shareholder Proposal to Adopt a Right to Call a Special Stockholder Meeting at a 15% Aggregate Ownership Threshold (if properly presented) | 79 | | | Other Matters | 83 | | | Securities Ownership of Certain Beneficial Owners and Management | 83 | | | Equity Compensation Plans Table | 84 | | | Certain Relationships and Related Party Transactions | 85 | | | Related Party Transaction Policy | 85 | | | Related Party Transactions | 85 | | | Shareholders’ Proposals | 89 | | | About the Meeting | 90 | | | 2024 Annual Report and SEC Filings | 93 | | | Appendix A - Reconciliation of Non-GAAP Financial Measures | 94 | | | Cautionary Note Regarding Forward-Looking Statements | 96 |

  2. Kelly M. Kaiser

    | Frequently Accessed Information | | | •Auditor Fees | 77 | | •Beneficial Ownership Table | 83 | | •CEO Pay Ratio | 71 | | •Committee Structure | 27 | | •Compensation Discussion & Analysis | 48 | | •Compensation Philosophy | 49 | | •Director Biographies | 17 | | •Director Compensation | 42 | | •Director Skills Matrix | 16 | | •Key Areas of Board Oversight | 32 | | •Pay Versus Performance | 72 | | •Share Ownership Guidelines | 63 | | •Summary Compensation Table | 66 |

  3. Portillo’s Director Nominees

    Portillo’s Director Nominees The skills and backgrounds of our Director Nominees align with our strategy, as summarized below. See “Information Regarding the Director Nominees” for more detail. (1)Includes tenure with Portillo’s OpCo (including prior to our IPO in October 2021.)

  4. Portillo’s Director Nominees

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

  5. Portillo’s Director Nominees

    | 10 | |

  6. Portillo’s Director Nominees

    | Board Refreshment Our Board reflects a strong mix of Director tenures, with 3 independent Directors joining our Board since 2020. Jack Hartung was most recently appointed in 2025. Mr. Hartung is currently President and Chief Strategy Officer at Chipotle. He has extensive experience driving growth and financial performance in his 25 years at Chipotle. | Board Skills Executive Leadership Restaurant Industry Operations Multi-Unit Retail Industry Operations Consumer-Packaged Goods Experience Restaurant Technology Expert | Human Capital Management Finance and Accounting Brand Management/Marketing Risk Management Corporate Governance Cybersecurity | | Board Composition and Selection Process Our Board is committed to building a well-rounded membership with a broad range of skills, backgrounds and perspectives aligned with our strategic priorities, as demonstrated by our Director Nominees. Our Board has significant industry or operational experience, as well as brand management or marketing experience, among other key skills. For a description of our Board's nomination and selection process, see pg. 22 of this proxy statement. | | |

  7. 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 benchmark 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 2024) •25% - achievement of individual performance objectives | | Long-Term Incentive (“LTI”) | Equity awards (including stock options, restricted stock units (“RSUs”), performance stock units (“PSUs”) and restricted stock awards (“RSAs”)) with time- and/or performance-based vesting triggers | •Incentivize achievement of longer-term Company objectives •Align Executive Team 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 benchmark data |

  8. Information Regarding the Director Nominees

    Information Regarding the Director Nominees

  9. 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 10, 2025, the date of the Annual Meeting.

  10. Our Board of Directors

    | Age: 63 Director Since: 2014 Committees: Compensation, Nominating and Corporate Governance 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 | | | | As Chief Operating Officer and President of a $25B global retailer and distributor for 10 years, restructured and streamlined operations to drive efficiency and profitability | Chief Operating Officer for Pizza Hut for 3 years and interim CEO at Portillo’s provide valuable restaurant industry insights | | | 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 | |

  11. Our Board of Directors

    | 2025 Proxy Statement | 17 |

  12. Our Board of Directors

    | Age: 59 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, enriching his expertise with rapid new market business growth | 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 won E&Y’s Entrepreneur of the Year 2024 Midwest award and he 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 under his leadership, launched 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. | | | | Skills | |

  13. Our Board of Directors

    | Age: 58 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 | | | | | Ann Bordelon Executive Vice Chancellor for Finance & Administration, University of Arkansas Favorite Menu Item: Chocolate Cake | | | | Key Qualifications | | | | Utilizes 24 years of Finance & Accounting experience with public and private companies to lead Audit Committee; former CFO of Sam’s Club | 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 committee. Ms. Bordelon is a certified public accountant. | | | | Skills | |

  14. Our Board of Directors

    | 18 | |

  15. Our Board of Directors

    | Age: 61 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) •Mather (not-for-profit board) •Chair of Corporate Governance and Nominating Committee •Member of Executive / Compensation Committee •Smithbucklin (non-public board) •Audit Committee | | | | | Paulette Dodson Board Member Favorite Menu Item: Spicy Chicken Sandwich | | | | Key Qualifications | | | | Extensive experience partnering with directors and executives to identify, manage and mitigate key legal, business and compliance risks faced by companies | Over 11 years as general counsel and advisor to public companies; broad-ranging knowledge of corporate governance matters | | | 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: United Way of Metro Chicago, Mather Lifeways and Smithbucklin. 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, 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 | |

  16. Our Board of Directors

    | Age: 44 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 Founder & Chief Executive Officer, Olo Inc. Favorite Menu Item: Garden Dog | | | | Key Qualifications | | | | Expertise in - and pioneer of - restaurant technology; Olo technology powers over 700 brands to process over 2M orders per day | As Founder and CEO, took Olo, Inc. from formation to IPO in less than 10 years | | | Relevant Experience Noah Glass is the Founder and 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 and the innovative technology behind it, Mr. Glass brings experience building and leading a profitable business through its public offering and a strong understanding of information technology and security. 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 | |

  17. Our Board of Directors

    | 2025 Proxy Statement | 19 |

  18. Our Board of Directors

    | Age: 67 Director Since: 2016 Committees: Compensation (Chair) Public Company Boards: •Dutch Bros Inc. (NASDAQ: BROS) Other Directorships: •James Madison University of Business (2005-present) •The Hart School (2006-present) •BarTrack (2022-present) •National Restaurant Association (Jan. 2024 - present) | | | | | Gerard J. Hart Board Member 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 successfully leading numerous, varied restaurant concepts | | | Relevant Experience Mr. Hart is the former President and Chief Executive Officer of Red Robin Gourmet Burgers Inc. (NASDAQ: RRGB), where he leveraged 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 | |

  19. Our Board of Directors

    | Age: 67 Director Since: 2025 Committees: Audit Public Company Boards: •None Other Directorships: •The Honest Company, Inc. •ZocDoc, Inc. | | | | | Jack Hartung President and Chief Strategy Officer for Chipotle Mexican Grill Favorite Menu Item: Italian Beef with Hot Peppers | | | | Key Qualifications | | | | Highly regarded, skilled finance leader in the restaurant industry; named ‘CFO of the Year’ by Orange County Business Journal and ‘Best CFO’ in the restaurant category by Institutional Investor | 40 years of Finance & Accounting experience working with public and private companies; knowledgeable about and experienced with investor relations and shareholder communications | | | Relevant Experience Mr. Hartung is the President and Chief Strategy Officer for Chipotle Mexican Grill (NYSE: CMG). Mr. Hartung joined Chipotle in 2002 and previously served as Chief Financial and Administrative Officer, where he was responsible for all finance and accounting functions as well as supply chain, strategy, and safety and asset protection. Over the past 20+ years under Mr. Hartung’s financial leadership, Chipotle has seen significant growth with over 3,600 restaurants today across the United States, Canada, the United Kingdom, France, Germany, Kuwait and Dubai. | | | | Skills | |

  20. Our Board of Directors

    | 20 | |

  21. Our Board of Directors

    | Age: 50 Director Since: 2014 Committees: Nominating and Corporate Governance (Chair), Compensation Public Company Boards: None Other Directorships: •National Carwash Solutions •Boston Symphony Orchestra (not-for-profit board) | | | | | Joshua A. Lutzker Managing Director, Berkshire Partners LLC Favorite Menu Item: Italian Beef with Sweet and Hot Peppers | | | | Key Qualifications | | | | Decades of experience expanding brand presence and leveraging brand power to accelerate the growth of consumer-facing companies | Co-leads the Business & Consumer practice at Berkshire; accomplished director for several multi-unit retail operators | | | Relevant Experience Joshua A. Lutzker is a Managing Director at Berkshire Partners LLC. Mr. Lutzker co-leads the Business & Consumer practice at Berkshire and has served on the boards of Aritzia, Mielle Organics, and National Carwash Solutions, among others. Mr. Lutzker has extensive experience building brands and companies in the consumer space and service industries to help drive business performance and grow shareholder value. | | | | Skills | |

  22. Our Board of Directors

    | 2025 Proxy Statement | 21 |

  23. Director Compensation

    Director Compensation

  24. Independent Director Compensation Program

    Independent Director Compensation Program In consultation with Meridan Compensation Partners, the Compensation Committee’s independent compensation consultant, the Compensation Committee periodically reviews our Independent Director compensation program to ensure continued alignment with comparable companies and sound governance practices. The Committee last reviewed director compensation in 2024 and did not recommend that the Board approve any changes to the 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. Compensation paid to our Independent Directors for services in 2024 is further described below. Mr. Osanloo, our President and CEO and a Director, received no separate compensation for his services as Director in 2024. Compensation information for Mr. Osanloo is included in the Executive Compensation section.

  25. Annual Independent Director Compensation

    Annual Independent Director Compensation

  26. Annual Independent Director Compensation

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

  27. Annual Independent Director Compensation

    | 2024 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 |

  28. Independent Director Equity Compensation

    Independent Director Equity Compensation We grant an annual equity retainer in RSUs with a grant date fair value of $120,000, rounded down to the nearest whole share, to each Independent Director who is elected at the Annual Meeting of shareholders or is initially appointed as an Independent Director other than at the Annual Meeting. The award for a new Independent Director who is initially appointed other than at an Annual Meeting may be prorated. In 2024, each Independent Director was granted an annual equity award in the form of RSUs with a grant date fair market value of approximately $120,000 on May 2, 2024. The RSUs vested in full on December 31, 2024. The awards are subject to forfeiture if the Director’s service terminates for any other reason aside from death or disability.

  29. Independent Director Equity Compensation

    | 42 | |

  30. 2024 Director Compensation

    2024 Director Compensation The following table sets forth information concerning the compensation of our independent Directors for the fiscal year ended December 29, 2024 (“Fiscal Year 2024”).

  31. 2024 Director Compensation

    | Name | Fees earned or paid in cash ($) | Stock awards ($)(1)(2) | Option awards ($) | All other compensation ($) | Total ($) | | Michael A. Miles | $— | $295,000 | $— | $— | $295,000 | | Ann Bordelon | 105,000 | 120,000 | — | — | 225,000 | | Noah Glass | 80,000 | 120,000 | — | — | 200,000 | | Paulette Dodson | 80,000 | 120,000 | — | — | 200,000 | | Gerard J. Hart | 100,000 | 120,000 | — | — | 220,000 | | Josh A. Lutzker | — | 215,000 | — | — | 215,000 | | Jack Hartung(3) | — | — | — | — | — |

  32. 2024 Director Compensation

    (1)The amounts represent restricted stock units granted on May 2, 2024 at a stock price of $11.94, which vested in full on December 31, 2024 at a stock price of $9.40 per unit, the closing stock price on December 31, 2024. (2)The number of stock options and RSUs outstanding held by each independent Director (representing unexercised stock options and unvested RSUs) at December 29, 2024 is as follows: Mr. Miles has 553,555 unexercised stock options, Ms. Bordelon has 47,715 unexercised stock options, Mr. Glass has 59,644 unexercised stock options, and Mr. Hart has 59,642 unexercised stock options. (3)Jack Hartung joined the Board in 2025; therefore no fees were earned or paid related to 2024.

  33. 2024 Director Compensation

    | 2025 Proxy Statement | 43 |

  34. Voting Requirement

    | Executive Compensation Tables | 66 | | Summary Compensation Table | 66 | | Grants of Plan-Based Awards | 67 | | Outstanding Equity Awards at Fiscal Year-End | 68 | | Options Exercised and Stock Vested | 68 | | Non-Qualified Deferred Compensation | 69 | | Potential Payments Upon Termination | 69 | | CEO Pay Ratio | 71 | | Pay Versus Performance | 72 | | Relationship Between Pay and Performance | 74 |

  35. 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, while 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 the Executive Team 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.

  36. 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 assessing 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 2024, 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.

  37. 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 obligations •Engages with shareholders and stakeholders upon request to gather input on executive compensation matters | | Independent Compensation Consultant (Meridian Compensation Partners) | •Provides counsel on and assessment of 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 Team 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 •Participates in Committee meetings, advising on various 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 durable, 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 Executive Officers •Engages outside consultants to assist with its analytics and recommendations, as needed |

  38. Compensation Practices at a Glance

    | | Practices We Follow | | | Paying for Performance 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 | | | Aligning with Shareholder Interests Incentive payouts are directly linked to Company performance | | | Attracting, Retaining and Engaging Top Talent We offer competitive compensation packages that tie rewards directly to performance to attract, retain and engage high caliber leaders crucial to the Company’s growth and success | | | Maintaining Robust Stock Ownership and Trading Policies Our policies include guidelines encompassing all Directors and Executive Officers, ensuring alignment with ownership standards | | | Offering Health, Retirement and Other Benefits Benefits extended to the Executive Team are aligned with the offerings available to all management Team Members and include health, retirement, stock purchase, paid time off, life insurance and disability plans | | | Applying a Values-Based Ethical Framework Organized in accordance with corporate governance guidelines, our compensation programs employ strategies such as caps on incentive awards, vesting periods for long-term incentives, clawback provisions, restrictive covenants and performance metrics to mitigate excessive risk-taking |

  39. Compensation Practices at a Glance

    | | Practices We Avoid | | | Tax Gross-Ups for Bonuses and Incentives We do not provide any tax gross-ups for bonuses and incentives to our Executive Officers | | | Hedging of Company Stock We prohibit our Executive Officers and Directors from entering into hedging arrangements with respect to Company securities | | | Pledging Company Securities We limit the ability of our Executive Officers and Directors to pledge Company securities | | | Single-Trigger Change in Control Severance Payments We use a double-trigger Change in Control structure so Executive Officers are incentivized to support value-creating transactions without receiving benefits unless their role is genuinely impacted by the change | | | Excessive Perquisites We offer modest additional benefits to our Executive Officers, which are well within market norms and focused on what’s necessary to support the business |

  40. Elements of Compensation

    | Component | Form of Payout | Objective | Calculation | 2024 Actions / Results | | 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 | During 2024, the committee modestly increased the base salaries of each of our NEOs, as discussed on page 54. | | 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 | Based on level of achievement of Company performance, the 2024 STI payout was 70.5%, as discussed on page 55. | | Long-Term Incentive (“LTI”) | Equity awards (including RSUs, PSUs, and options) 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 | Awarded RSUs, PSUs and stock options to NEOs, as discussed on page 58. |

  41. 2024 Short-Term Incentive Program (STIP)

    2024 Short-Term Incentive Program (STIP)

  42. Aligned with Shareholder Interests

    Aligned with Shareholder Interests In 2024, the short-term incentive program placed greater emphasis on Company financial performance, which was weighted more heavily than individual performance. 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.

  43. Linked to Strategic Objectives

    Linked to Strategic Objectives Consistent with previous years, the Compensation Committee established the annual incentive targets for the 2024 Annual Incentive Plan during Q1 2024, selecting an Adjusted EBITDA target. Individual performance is assessed based on a set of personalized objectives aligned with our strategic pillars (for 2024, Run World-Class Operations, Innovate & Amplify the Portillo’s Experience, Build Restaurants with Industry-Leading Returns, and Take Great Care of Our Teams), as well as the corresponding key initiatives, in addition to leadership performance. The individual performance goals for the CEO were approved by the Committee. Performance goals for other Executive Officers in 2024 were approved by the CEO. The following table reflects the 2024 Short Term Incentive Program NEO award opportunities(1).

  44. Linked to Strategic Objectives

    (1)For 2024, the Committee increased Ms. Osanloo’s target bonus percentage to 130%, and increased the target bonus percentage for Ms. Waite, Ms. Kaiser and Mr. Ellis to 60%, to better reflect peer group benchmarking as well as their critical responsibilities and strategic impact on the organization. (2)Achievement at threshold performance results in a 50% payout for each of Adjusted EBITDA component and Individual Performance component. Achievement below the threshold performance level does not result in a payout for the Adjusted EBITDA component, but Individual Performance component applies at 50% payout. See below for additional detail on the Adjusted EBITDA and Individual Performance components.

  45. 2024 STI Performance and Results

    2024 STI Performance and Results

  46. 2024 STI Performance and Results

    | 1 | Financial Metrics (75% of Overall Award) |

  47. 2024 STI Performance and Results

    Adjusted EBITDA Component (75%) Calculation: In Fiscal Year 2024, the Company performance metric had an Adjusted EBITDA target of $110.7 million at a 100% payout. The Company achieved below target on the financial portion of this award, resulting in a payout of 70.5%.

  48. 2024 STI Performance and Results

    | Relative Weighting | STI Performance Metric | Threshold (50%) | Target (100%) | Maximum (200%) | Outcome (Payout %) | | | Adjusted EBITBA | | | | $104,760 (70.5%) |

  49. 2024 STI Performance and Results

    | 2 | Individual Performance (25% of Overall Award) |

  50. 2024 STI Performance and Results

    Individual performance payouts were calculated based on the individual NEO’s performance. Following the end of Fiscal 2024, the Compensation Committee evaluated the CEO’s performance relative to pre-established goals, demonstrated leadership, and overall company performance and approved a payout within the range of 0–200%. For the other Named Executive Officers (“NEOs”), the CEO assessed performance using the same framework of progress against goals, company performance, demonstrated leadership, and feedback from the Company’s talent calibration process. The CEO then presented to the Compensation Committee his assessment of each NEO’s performance and his resulting recommendations as to each NEO’s individual performance payout calculation. Some of the key accomplishments of our NEOs during 2024 that the Committee considered when determining the 2024 individual performance payout are summarized below: •Diluted Earnings per Share •Morgan Stanley’s 2024 Consumer Survey ranked Portillo’s #1 in Taste, Value, and Quality •Expanded Company’s footprint to 94 locations across ten states, achieving 12% unit growth with 10 NROs •Opened two Restaurant of the Future locations, driving a reduction in build costs

  51. 2024 STI Performance and Results

    | 56 | |

  52. 2024 STI Performance and Results

    •Self-service kiosks deployed across all restaurants, enhancing the guest experience and driving an increase in average check, contributing to a lift in comparable sales •Approved 44 new restaurant sites in 2024 •Achieved record lows in turnover and all NROs were staffed with experienced Portillo’s leaders Despite disciplined cost management, talent development, and process optimization, the Company missed key financial targets and new restaurant openings, highlighting the need for sharper execution and stronger traffic-driving strategies to achieve our full potential. In making its assessment, the Compensation Committee considered and approved Mr. Osanloo’s recommendation as reflected in the table below.

  53. 2024 STI Performance and Results

    | 3 | Overall 2024 STI Results |

  54. 2024 STI Performance and Results

    The chart below sets out each NEO’s short-term non-equity incentive target, their 2024 target and actual bonuses.

  55. 2024 STI Performance and Results

    | NEO | Target % | | 2024 Target | Adj. EBITDA % | Adj. EBITDA ($) | Ind. Perform. % | Ind. Perform. ($) | 2024 Actual ($) | | Mr. Osanloo | | 130% | $1,216,800 | 70.5% | $643,383 | 70.5% | $214,461 | $857,844 | | Ms. Hook | | 75% | 351,689 | 70.5% | 185,955 | 70.5% | 61,985 | 247,940 | | Ms. Waite | | 60% | 252,191 | 70.5% | 133,346 | 70.5% | 44,449 | 177,795 | | Ms. Kaiser | | 60% | 228,000 | 70.5% | 120,555 | 70.5% | 40,185 | 160,740 | | Mr. Ellis | | 60% | 202,859 | 70.5% | 107,262 | 17.6% | 8,926 | 116,187 | | Mr. Pratt(1) | | 75% | 178,989 | 70.5% | 94,640 | —% | — | 94,640 |

  56. 2024 STI Performance and Results

    (1)Mr. Pratt ceased to be an Executive Officer of the Company as of June 30, 2024. His STI was a prorated award for his length of service in 2024, in connection with his separation from the Company effective June 30, 2024.

  57. 2024 STI Performance and Results

    | 2025 Proxy Statement | 57 |

  58. Long-Term Equity Incentive

    Long-Term Equity Incentive Executive Officers at Portillo’s did not receive any annual LTI grants in 2022 or 2023; the only LTI grants made to Executive Officers during that time were new hire grants to those hired after the 2021 IPO. In Fiscal 2024, the Company adopted a new long-term incentive program for NEOs other than the CEO that includes grants of both Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”) to align executive compensation with long-term shareholder value creation. This equity-based program reflects the Compensation Committee’s commitment to a pay-for-performance philosophy and the attraction and retention of key leadership talent. RSUs vest over time to support retention and reinforce long-term commitment, while PSUs are earned based on the achievement of clearly defined performance goals tied to the Company’s strategic priorities, such as Revenue and Adjusted EBITDA growth. The introduction of this program enhances alignment between executives’ interests and those of our shareholders and promotes a culture of sustained high performance and accountability.

  59. 3-Year Performance-Based Awards (50%)

    | 3 Year Cumulative Total Revenue Growth Performance Growth Metric (weight: 50%) | | 3 Year Cumulative Adjusted EBITDA Growth Performance Growth Goal (weight: 50%) | | Total Potential Payout | | 3-Year Cumulative Revenue Dollars | Shares Earned as % of Target PSUs | 3-Year Cumulative Adjusted EBITDA Growth | Shares Earned as % of Target PSUs | Shares Earned as % of Target PSUs | | Below $225M | —% | Below $25.0M | —% | —% | | $225M | 50% | $25.0M | 50% | 50% | | $320M | 100% | $40.0M | 100% | 100% | | $380M or more | 200% | $58.0M or more | 200% | 200% |

  60. 3-Year Performance-Based Awards (50%)

    (1)If the cumulative revenue growth dollars and/or the cumulative adjusted EBITDA growth dollars fall between two stated performance levels in the performance goal table, the payout percentage will be determined using linear interpolation. Vesting and payout of each PSU is subject to the Executive Officer’s continued employment through the vesting date (except in the event of termination of employment due to death or disability), and each PSU may be paid out on an accelerated basis in the event of a change in control transaction and continued vesting (possibly on a pro-rata basis) upon retirement of the holder.

  61. 3- and 4-Year Retention-Based Awards (50%)

    3- and 4-Year Retention-Based Awards (50%) The remaining 50% of the overall 2024 long-term equity-based awards were issued as Non-Qualified Stock Options (“NQSOs”) to the Chief Executive Officer and RSUs to all other NEOs. The NQSOs vest on the fourth anniversary of the award and are exercisable within a 10-year period from the date of grant, subject to the executive’s continued employment. RSUs vest ratably on each of the first three anniversaries of the date of grant, subject to the executive’s continued employment, and will settle in shares of common stock on a one-for-one basis. The table below reflects the 2024 long-term equity-based awards award target-level values as approved by the Compensation Committee.

  62. 3- and 4-Year Retention-Based Awards (50%)

    | NEO | Performance Stock Unit (PSU) Target Grant Value $ 50% (3-year performance achievement) | Restricted Stock Unit (RSU) Target Grant Value $ 50% | Total Target Grant Value $ | | Ms. Hook | $500,000 | $500,000 | $1,000,000 | | Ms. Waite | 225,000 | 225,000 | 450,000 | | Ms. Kaiser | 225,000 | 225,000 | 450,000 | | Mr. Ellis | 225,000 | 225,000 | 450,000 | | Mr. Pratt | 312,500 | 312,500 | 625,000 |

  63. CEO Equity

    CEO Equity In connection with the Company’s adoption of the new long-term incentive program in 2025, the Chief Executive Officer was granted an equity award consisting of 50% NQSOs and 50% PSUs. The NQSOs are subject to a four-year cliff vesting schedule, reinforcing long-term value creation. This balanced mix of equity vehicles is designed to drive sustained performance, incentivize the CEO to deliver long-term results, and retain top leadership during a critical phase of growth. The Compensation Committee believes this structure provides a strong link between pay and performance, while promoting accountability and shareholder value creation. The table below reflects the CEO 2024 long-term equity-based award target-level values approved by the Compensation Committee.

  64. CEO Equity

    | NEO | Performance Stock Unit (PSU) Target Grant Value $ 50% (3-year performance achievement) | Options Target Grant Value $ 50% (4-year cliff vest)(1) | Target $ | | Mr. Osanloo | $2,000,000 | $2,000,000 | $4,000,000 |

  65. Timing of Equity Grants

    Timing of Equity Grants All equity grants made to Executive Officers must be approved by the Compensation Committee. The Compensation Committee does not currently take material non-public information into account when determining the timing of equity grants, and the Company does not time nor does it plan to time the release of material, non-public information for the purpose of affecting the value of employee or Board compensation. During Fiscal Year 2024, the Company did not grant stock options (or similar awards) to any NEO during any period beginning four (4) business days before and ending one (1) day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information.

  66. Timing of Equity Grants

    | 60 | |

  67. Peer Group

    Peer Group Our 2023 peer group included Bloomin’ Brands, Brinker International, Texas Roadhouse, Grocery Outlet Holding Corp., Five Below, National Vision Holdings, Driven Brands Holdings, The RealReal Inc., Fiesta Restaurant Group, Drive Shack Inc. and Carrols, each of which were removed from our 2024 peer group due to size and ability to benchmark. We added Cracker Barrel, The Cheesecake Factory, The Wendy’s Company, Papa John’s, Jack in the Box, Dutch Bros Inc, First Watch Restaurant Group, Dine Brands Global, CAVA Group, Sweetgreen, Potbelly Corporation, El Pollo Loco Holdings, Denny’s Corporation, and Chuy’s Holdings, each of which were recommended by the Company’s independent compensation consultant as relevant business comparators reflecting a cross section of quick service, fast casual and casual dining restaurants 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 2024 was comprised of the following companies:

  68. Peer Group

    | •Cracker Barrel Old Country Store, Inc •The Cheesecake Factory, Inc. •The Wendy’s Company •Papa John’s International, Inc. •Dutch Bros Inc. •First Watch Restaurant Group, Inc. •Dine Brands Global, Inc. •Krispy Kreme | •Potbelly Corporation •Dave & Buster’s Entertainment, Inc. •BJ’s Restaurants, Inc. •Shake Shack Inc. •Cava Group, Inc. •Sweetgreen, Inc. •Wingstop Inc. |

  69. Kelly Kaiser

    Kelly Kaiser The Company entered into an offer letter with Ms. Kaiser (the “Kaiser Offer Letter”) on July 10, 2023, which provides for at-will employment. The Kaiser Offer Letter originally provided for a base salary of $375,000, as well as annual incentive cash compensation with an annual target equal to 50% of base salary, which was pro-rated for Fiscal Year 2023. The Kaiser Offer Letter further provides that Ms. Kaiser is eligible to participate in the Company’s incentive equity plan and received a stock option grant valued at $120,000 and restricted stock units valued at $80,000.

  70. Mike Ellis

    Mike Ellis The Company entered into an offer letter with Mr. Ellis (the “Ellis Offer Letter”) on August 2, 2022, which provides for at-will employment. The Ellis Offer Letter originally provided for a base salary of $325,000, as well as annual incentive cash compensation with an annual target equal to 50% of base salary, which was pro-rated for Fiscal Year 2022. The Ellis Offer Letter further provides that Ms. Ellis is eligible to participate in the Company’s incentive equity plan and received a stock option grant valued at $540,000 and restricted stock units valued at $85,000.

  71. 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:

  72. Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Stock awards ($)(1) | Option awards ($)(2) | Nonequity incentive plan compensation ($)(3) | All other compensation ($)(7) | Total ($) | | | Michael Osanloo, President and Chief Executive Officer | 2024 | $929,752 | $2,000,000 | $2,000,000 | $857,844 | $83,811 | | 5,871,407 | | | 2023 | 898,636 | — | — | 1,090,350 | 58,194 | | 2,047,180 | | | 2022 | 821,398 | 413,746 | — | — | 53,704 | | 1,288,848 | | Michelle Hook, Chief Financial Officer and Treasurer | 2024 | 466,547 | 1,000,000 | — | 247,940 | 47,146 | | 1,761,633 | | | 2023 | 452,729 | — | — | 437,732 | 49,786 | | 940,247 | | | 2022 | 438,740 | 110,497 | — | — | 42,505 | | 591,742 | | Jill Waite, Chief People Officer(4) | 2024 | 417,513 | 450,000 | — | 177,795 | 91,631 | | 1,136,939 | | | 2023 | 401,906 | — | — | 259,062 | 54,374 | | 715,342 | | Kelly Kaiser, General Counsel and Secretary(5) | 2024 | 379,123 | 450,000 | — | 160,740 | 4,736 | | 994,599 | | Mike Ellis, Chief Development Officer(5) | 2024 | 336,337 | 450,000 | — | 116,187 | 17,726 | | 920,250 | | Derrick Pratt, Former Chief Operating Officer(6) | 2024 | 236,229 | 625,000 | 175,210 | 94,640 | 256,322 | | 1,387,401 | | | 2023 | 462,092 | — | — | 446,785 | 34,924 | | 943,801 | | | 2022 | 448,620 | 112,784 | — | — | 28,934 | | 590,338 |

  73. Summary Compensation Table

    (1)Amounts under “Stock Awards” represent the grant date fair value under FASB Topic 718 of the 2024 grant of (i) performance share units (PSUs), based on the probable achievement as of the date of grant, and (ii) restricted stock units (RSUs). 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. See descriptions under “Long-Term Equity Incentive” in the CD&A. See Note 13 to our audited consolidated financial statements for the year ended December 29, 2024, which are included in our Annual Report on Form 10-K filed with the SEC on February 25, 2025 for descriptions of the methodologies and assumptions we use to value stock awards and the manner in which we recognize the related expense pursuant to FASB ASC Topic 718. The fair values were computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. (2)Amounts under “Option Awards” represent the grant date fair value under FASB Topic 718 of the 2024 grant of non--qualified stock options (NQSOs). See Note 13 to our audited consolidated financial statements for the year ended December 29, 2024 for descriptions of the methodologies and assumptions we use to value NQSO awards and the manner in which we recognize the related expense pursuant to FASB ASC Topic 718. For Mr. Pratt, the 2024 amounts reported reflect incremental fair value of the option awards that were modified and remain outstanding in connection with Mr. Pratt’s departure from the Company. The fair values were computed in accordance with ASC Topic 718, excluding the effect of forfeitures. (3)Represents performance-based amounts earned in Fiscal Year 2024 and Fiscal Year 2023 described under “2024 Short-term Incentives” in the CD&A. (4)Ms. Waite was not a NEO in 2022. (5)Ms. Kaiser and Mr. Ellis were not NEOs in 2022 or 2023. (6)Mr. Pratt ceased to be an Executive Officer of the Company as of June 30, 2024. (7)Payments to our NEOs included in the “All other compensation” column include the following:

  74. Summary Compensation Table

    | Name | Year | Severance ($) | Commuter benefits ($) | Cellphone stipend ($) | Employee Share Purchase Plan ($) | Health Insurance ($) | Personal Financial Management ($) | 401(k) match ($) | Total ($) | | Michael Osanloo | 2024 | $— | $36,937 | $780 | $2,778 | $26,878 | $13,938 | $2,500 | $83,811 | | Michelle Hook | 2024 | — | — | 780 | 2,972 | 29,456 | 13,938 | — | 47,146 | | Jill Waite | 2024 | — | 45,654 | 780 | 1,500 | 32,259 | 10,438 | 1,000 | 91,631 | | Kelly Kaiser | 2024 | — | — | 780 | — | 1,456 | — | 2,500 | 4,736 | | Mike Ellis | 2024 | — | — | 780 | 376 | 15,570 | — | 1,000 | 17,726 | | Derrick Pratt | 2024 | 242,989 | — | 360 | 2,274 | 10,699 | — | — | 256,322 |

  75. Summary Compensation Table

    | 66 | |

  76. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  77. Grants of Plan-Based Awards

    | | | | Potential Future Payouts under Non-Equity Incentive Plan Awards | | | Potential Future Payouts under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#s)(3) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value and Option Awards ($)(4) | | NEO | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Mr. Osanloo | STI | | $608,400 | $1,216,800 | $2,433,600 | | | | | | | | | | NQSO | 5/2/2024 | | | | | | | | 311,041 | $11.94 | $2,000,000 | | | PSU | 5/2/2024 | | | | — | 167,504 | 335,008 | | | | 2,000,000 | | Ms. Hook | STI | | 175,844 | 351,689 | 703,377 | | | | | | | | | | RSU | 5/2/2024 | | | | | | | 41,876 | | | 500,000 | | | PSU | 5/2/2024 | | | | — | 41,876 | 83,752 | | | | 500,000 | | Ms. Waite | STI | | 126,096 | 252,191 | 504,383 | | | | | | | | | | RSU | 5/2/2024 | | | | | | | 18,844 | | | 225,000 | | | PSU | 5/2/2024 | | | | — | 18,844 | 37,688 | | | | 225,000 | | Ms. Kaiser | STI | | 114,000 | 228,000 | 456,000 | | | | | | | | | | RSU | 5/2/2024 | | | | | | | 18,844 | | | 225,000 | | | PSU | 5/2/2024 | | | | — | 18,844 | 37,688 | | | | 225,000 | | Mr. Ellis | STI | | 101,429 | 202,859 | 405,718 | | | | | | | | | | RSU | 5/2/2024 | | | | | | | 18,844 | | | 225,000 | | | PSU | 5/2/2024 | | | | — | 18,844 | 37,688 | | | | 225,000 | | Mr. Pratt(5) | STI | | 89,495 | 178,989 | 357,978 | | | | | | | | | | RSU | 5/2/2024 | | | | | | | 26,172 | | | 312,500 | | | PSU | 5/2/2024 | | | | — | 26,172 | 52,344 | | | | 312,500 |

  78. Grants of Plan-Based Awards

    (1)Represents PSUs granted under the 2021 Plan. (2)Represents RSUs granted under the 2021 Plan. (3)Represents NQSOs granted under the 2021 Plan. (4)Amounts represent the grant date fair value determined in accordance with ASC Topic 718. For stock awards, the grant date fair value is based on the closing market price of our Class A Common Stock on the grant date. See Note 13 to our audited consolidated financial statements for the year ended December 29, 2024, which are included in our Annual Report on Form 10-K filed with the SEC on February 25, 2025 for descriptions of the methodologies and assumptions we use to value stock awards and the manner in which we recognize the related expense pursuant to FASB ASC Topic 718. (5)Mr. Pratt ceased to be an Executive Officer of the Company as of June 30, 2024.

  79. Grants of Plan-Based Awards

    | 2025 Proxy Statement | 67 |

  80. 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 NEOs as of December 29, 2024:

  81. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options(#) Unexercisable(1) | Equity Incentive Plan Awards: Number of securities underlying unexercised unearned options(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Michael Osanloo | 10/1/2018 | 2,027,910 | — | — | $5.11 | 10/1/2028 | — | $— | — | $— | | | 10/21/2021 | — | — | 642,216 | 20.00 | 10/21/2031 | — | — | — | — | | | 5/2/2024 | — | 311,042 | — | 11.94 | 5/2/2034 | — | — | 167,504 | 1,504,186 | | Michelle Hook | 3/2/2021 | 97,339 | 24,335 | — | 5.77 | 3/2/2031 | — | — | — | — | | | 10/21/2021 | — | — | 175,901 | 20.00 | 10/21/2031 | — | — | — | — | | | 5/2/2024 | — | — | — | — | — | 41,876 | 376,046 | 41,876 | 376,046 | | Jill Waite | 8/7/2019 | 178,456 | — | — | 4.30 | 8/7/2029 | — | — | — | — | | | 10/21/2021 | — | — | 61,741 | 20.00 | 10/21/2031 | — | — | — | — | | | 5/2/2024 | — | — | — | — | — | 18,844 | 169,219 | 18,844 | 169,219 | | Kelly Kaiser | 9/5/2023 | — | — | 34,782 | 17.86 | 9/5/2033 | 2,986 | 26,814 | — | — | | | 5/2/2024 | — | — | — | — | — | 18,844 | 169,219 | 18,844 | 169,219 | | Mike Ellis | 8/29/2022 | — | — | 45,396 | 22.19 | 8/29/2032 | 4,657 | 41,820 | | | | | 5/2/2024 | — | — | — | — | — | 18,844 | 169,219 | 18,844 | 169,219 | | Derrick Pratt (6) | 9/14/2020 | 97,339 | — | — | 4.37 | 9/14/2030 | — | — | — | — |

  82. Outstanding Equity Awards at Fiscal Year-End

    (1)Represents NQSOs awarded in 2024 for Mr. Osanloo and unvested stock options issued prior to the IPO for Ms. Hook. (2)Represents unvested performance-based stock options outstanding awarded in connection with the IPO, subject to stock performance conditions as of Fiscal Year 2024. See “Long Term Executive Incentive” in the CD&A. (3)Represents unvested RSUs. See description under “Long-Term Equity Incentive” in the CD&A. (4)Value calculated based on $8.98, the closing stock price on December 27, 2024, the last trading day of Fiscal Year 2024. (5)Represents unvested PSUs. See description under “Long-Term Equity Incentive” in the CD&A. (6)Reflects option awards that remain outstanding in connection with Mr. Pratt’s separation.

  83. 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 2024 and the vesting of the RSUs held by the NEOs during fiscal 2024.

  84. 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 | — | — | 65,634 | $825,019 | | Michelle Hook | — | — | 25,000 | 314,250 | | Jill Waite | — | — | 7,300 | 91,761 | | Kelly Kaiser | — | — | 1,493 | 17,841 | | Mike Ellis | — | — | 4,657 | 57,141 | | Derrick Pratt | — | — | 20,834 | 202,506 |

  85. Options Exercised and Stock Vested

    | 68 | |

  86. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation No NEOs participated in the Company’s non-qualified deferred compensation as of December 29, 2024.

  87. Potential Payments Upon Termination

    Potential Payments Upon Termination

  88. Quantification of Payments Upon Termination of Change of Control

    Quantification of Payments Upon Termination of Change of Control The following table presents the amount of compensation payable to each of our NEOs as if the triggering termination event had occurred on the last day of our most recently completed fiscal year, December 29, 2024. The actual amounts that would be paid to any NEO can only be determined at the time of an actual termination of employment and may vary from those listed below. The table does not include amounts that we would need to pay regardless of the occurrence of the indicated triggering event, such as accumulated balances in retirement plans.

  89. Quantification of Payments Upon Termination of Change of Control

    | 2025 Proxy Statement | 69 |

  90. Quantification of Payments Upon Termination of Change of Control

    | Name | Termination Without Cause or by Executive for Good Reason ($) | Change in Control (Double Trigger)(1) ($) | Death or Disability ($) | | Michael Osanloo | | | | | Severance | $1,404,000 | $2,808,000 | $— | | Short-term incentive(2) | 857,844 | 2,573,532 | 857,844 | | Equity Awards(3) | 3,386,292 | 7,273,980 | 4,389,083 | | Health Benefits | 33,423 | 33,423 | — | | Other Benefits(4) | — | 25,000 | — | | Michelle Hook | | | | | Severance | 468,918 | 937,836 | — | | Short-term incentive(2) | 247,940 | 495,881 | — | | Equity Awards(3) | 1,040,493 | 2,456,517 | 1,291,191 | | Health Benefits | 29,929 | 29,929 | — | | Other Benefits(4) | — | 25,000 | — | | Jill Waite | | | | | Severance | 420,319 | 840,638 | — | | Short-term incentive(2) | 177,795 | 355,590 | — | | Equity Awards(3) | 390,031 | 892,875 | 502,844 | | Health Benefits | 32,892 | 32,892 | — | | Other Benefits(4) | — | 25,000 | — | | Kelly Kaiser | | | | | Severance | 380,000 | 760,000 | — | | Short-term incentive(2) | 160,740 | 321,480 | — | | Equity Awards(3) | 282,391 | 677,595 | 395,204 | | Health Benefits | — | — | — | | Other Benefits(4) | — | 25,000 | — | | Mike Ellis | | | | | Severance | 338,098 | 676,195 | — | | Short-term incentive(2) | 116,187 | 232,374 | — | | Equity Awards(3) | 358,461 | 787,914 | 471,273 | | Health Benefits | 19,901 | 19,901 | — | | Other Benefits(4) | — | 25,000 | — |

  91. Quantification of Payments Upon Termination of Change of Control

    (1)In the event of Change of Control (as defined in the 2021 Equity Incentive Plan (“Plan”)), upon (a) termination of service by (i) executive for Good Reason, (ii) Company without Cause, or (iii) due to executive’s death or Disability; or (b) failure of the surviving entity to assume, continue or substitute the applicable award, all unvested equity will vest as of the termination or change in control date, respectively. (Capitalized terms are as defined in the Plan and form of award agreements previously filed with the SEC.) (2)The executive earned a payout under the Short-Term Incentive plan equal to the actual payout amount for 2024, since the executive was employed by the Company through the end of the year. (3)The Equity Awards amounts reflect the awards included in the Outstanding Equity Awards at Fiscal Year End table. Equity values are determined based on the closing price of our Class A common stock on December 27, 2024 of $8.98. For purposes of this table, all PSUs and performance based option values are based on target-level achievement. For NQSOs, the fair values were computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. (4)Represents outplacement services which services shall extend for up to 12 months from the Change in Control, up to a maximum value of $25,000.

  92. Quantification of Payments Upon Termination of Change of Control

    | 70 | |

  93. 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 2024 Fiscal Year for all Team Members employed by us on October 1, 2024, 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, 2024, our Team Members consisted of 8,206 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 2024 was $18,941. As disclosed in the Summary Compensation Table, our CEO’s total annual compensation for 2024 was $5,871,407. 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 310:1.

  94. CEO Pay Ratio

    | 2025 Proxy Statement | 71 |

  95. 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.

  96. 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 thousands) | Adjusted EBITDA ($ in thousands)(6) | | | | | | | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(5) | | | | 2024 | $5,871,407 | $3,640,156 | $1,240,165 | $647,100 | $30.86 | $100.21 | $35,076 | $104,760 | | 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 |

  97. Pay Versus Performance

    (1)Michael Osanloo was our principal executive officer for all years shown. The individuals comprising the Non-PEO NEOs for each year presented are: 2024: Michelle Hook, Jill Waite, Kelly Kaiser, Mike Ellis and Derrick Pratt. Mr. Pratt ceased to be an Executive Officer as of June 30, 2024 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

  98. 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 ($)(7) | Change in Fair Value as of Year- End of Any Prior Year Awards that Remain Unvested as of Year-End ($) | 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 ($) | Total Equity Value Reflected in Compensation Actually Paid ($) | | 2024 | $5,871,407 | $(4,000,000) | $2,785,679 | $(530,950) | $— | $(220,530) | $(265,450) | $3,640,156 | | 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 |

  99. Pay Versus Performance

    (3)The individuals comprising the Non-PEO NEOs for each year presented are: 2024: Michelle Hook, Jill Waite, Kelly Kaiser, Mike Ellis and Derrick Pratt. Mr. Pratt ceased to be an Executive Officer as of June 30, 2024, 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.

  100. Pay Versus Performance

    | 72 | |

  101. Pay Versus Performance

    (4)Average non-PEO NEO Compensation Actually Paid

  102. 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 ($)(7) | Change in Fair Value as of Year- End of Any Prior Year Awards that Remain Unvested as of Year-End ($) | 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 ($) | Total Equity Value Reflected in Compensation Actually Paid ($) | | 2024 | $1,240,165 | $(595,000) | $353,482 | $(96,149) | $— | $(123,643) | $(131,754) | $647,100 | | 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 |

  103. Pay Versus Performance

    (5)For the relevant fiscal year, represents the cumulative total shareholder return (“TSR”) of Portillo’s through the applicable fiscal year, assuming $100 was invested on October 21, 2021. For the relevant fiscal year, represents cumulative TSR of the S&P 600 Restaurants Index through the applicable fiscal year, assuming $100 was invested October 21, 2021 and dividends were reinvested.. (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 and impairment charges, ERP and human capital management (“HCM”) implementation costs, certain non-recurring charges and Tax Receivable Agreement liability adjustments. (7)For purposes of this table, all PSUs are based on target-level achievement.

  104. Pay Versus Performance

    | 2025 Proxy Statement | 73 |

  105. Compensation Actually Paid vs. TSR (Company TSR & Peer Group TSR)

    Compensation Actually Paid vs. TSR (Company TSR & Peer Group TSR)

  106. Compensation Actually Paid vs. TSR (Company TSR & Peer Group TSR)

    | • | PEO CAP | | PTLO TSR | • | NEO Avg CAP | | S&P 600 Restaurants Index |

  107. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  108. Compensation Actually Paid vs. Net Income

    | • | PEO CAP | • | NEO Avg CAP | | Net Income |

  109. Compensation Actually Paid vs. Net Income

    | 74 | |

  110. Compensation Actually Paid vs. Adjusted EBITDA

    Compensation Actually Paid vs. Adjusted EBITDA

  111. Compensation Actually Paid vs. Adjusted EBITDA

    | • | PEO CAP | • | NEO Avg CAP | | Adjusted EBITDA |

  112. Compensation Actually Paid vs. Adjusted EBITDA

    | Other Key Company Measures | | Restaurant Unit Growth | | Revenue | | Same Restaurant Sales Growth | | Restaurant-level Adjusted EBITDA |

  113. Compensation Actually Paid vs. Adjusted EBITDA

    | 2025 Proxy Statement | 75 |

  114. Compensation Actually Paid vs. Adjusted EBITDA

    | Proposal 3 | Ratification of the Independent Registered Public Accounting Firm |

  115. Compensation Actually Paid vs. Adjusted EBITDA

    Deloitte & Touche LLP has been appointed by the Audit Committee, which is composed entirely of independent Directors, to be our independent registered public accounting firm for the fiscal year ending December 28, 2025. Deloitte & Touche LLP was our independent registered public accounting firm for Fiscal Year 2024. A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting and to have an opportunity to make a statement if they desire to do so. The Deloitte & Touche LLP representative is also expected to be available to respond to appropriate questions at the meeting. The Audit Committee has the sole authority to appoint, subject to shareholder ratification, or replace the independent registered public accounting firm, which reports directly to the Audit Committee, and is directly responsible for the compensation and oversight of the independent registered public accounting firm. The Audit Committee considered several factors when deciding whether to re-engage Deloitte & Touche LLP, including the firm’s professional qualifications and experience and its performance during the prior year. The Audit Committee determined that appointing Deloitte to serve as the Company’s independent registered public accounting firm was in the best interest of the Company and its shareholders and appointed Deloitte and Touche LLP as our independent auditor for the fiscal year ending December 28, 2025.