Deborah Gonzalez
About Deborah Gonzalez
Independent director of El Pollo Loco Holdings, Inc. since December 2021; age 60 as of April 1, 2025 . She is Senior Vice President, Global Marketing & Communications at Concentrix Corporation (2020–present), with 30+ years of brand and marketing leadership spanning Massage Envy and PetSmart . Education: MBA, Thunderbird School of Global Management; BA in Business Economics, University of San Diego . Current LOCO board term: Class I, expiring at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Concentrix Corporation | SVP, Global Marketing & Communications | 2020–present | Leads brand, integrated/digital marketing, communications, PR |
| CMO Consulting Group | Senior Partner | 2018–2020 | Advised on CMO strategy/marketing leadership |
| Massage Envy Franchising | Chief Brand/Marketing Officer | 2014–2018 | Brand-building and demand generation leadership |
| PetSmart, Inc. | Various senior roles incl. VP Merchandising Marketing | 2002–2014 | Retail marketing, loyalty, and merchandising experience |
External Roles
| Type | Organization | Role | Notes |
|---|---|---|---|
| Employment | Concentrix Corporation | SVP, Global Marketing & Communications | Public company operating role, not a directorship |
| Public company directorships | — | — | No other public company board service disclosed in LOCO’s proxy |
Board Governance
- Independence: The Board determined Ms. Gonzalez is independent under Nasdaq rules; all members of the Audit, Compensation, Nominating & Corporate Governance, and ESG Committees are independent .
- Attendance: Board held 12 meetings in 2024; each incumbent director attended at least 75% of aggregate Board and committee meetings. All directors attended the 2024 annual meeting .
- Executive sessions: Independent directors held seven executive sessions in 2024 .
- Board structure: Separate Chair (independent) and CEO; the Board is pursuing declassification and supermajority elimination (shareholder votes in 2025) .
| Committee | Role (Gonzalez) | Meetings in 2024 |
|---|---|---|
| Compensation | Member | 7 |
| Nominating & Corporate Governance | Member | 7 |
| Audit | Not a member | 5 |
Additional governance controls
- Hedging/pledging prohibited for directors and officers (limited pledge exception requires pre-approval); no short sales or options trading permitted .
- Compensation consultant (Semler Brossy) engaged by the Compensation Committee; committee determined no conflicts of interest in 2024 .
- Director pay cap: aggregate cash plus equity for any non-employee director limited to $500,000 per year under the equity plan .
Fixed Compensation
| Component | 2024 Policy/Amount | Source |
|---|---|---|
| Annual cash retainer (non-Chair) | $60,000 | |
| Committee member fee (Audit/Comp/NomGov) | $5,000 per committee (annual) | |
| Committee chair fees | Audit $15,000; Compensation $12,500; Nominating $10,000 | |
| Gonzalez – Fees earned or paid in cash (2024) | $67,500 |
Notes: Non-employee directors receive cash plus equity; employee directors receive no director fees .
Performance Compensation
| Grant | Instrument | Grant Date | Shares/Value | Vesting/Terms | Source |
|---|---|---|---|---|---|
| 2024 annual director equity | Restricted shares | May 29, 2024 | 8,604 shares; $90,000 grant-date fair value | Vests in full on first anniversary; accelerates upon Company termination without “cause” or due to death/disability | |
| 2025 director equity (Form 4) | Restricted/Common stock award | Mar 11, 2025 | 8,637 shares; price $0 (award) | Consistent with annual director award practices; post-transaction ownership shown below | https://www.sec.gov/Archives/edgar/data/1606366/000141588925008003/0001415889-25-008003-index.htm |
Director equity plan guardrails and enforcement
- Minimum vesting: at least 12 months for most awards (5% carve-out) .
- Clawback: awards subject to company clawback policy and applicable exchange/SEC recovery rules .
- Change-in-control: plan allows acceleration upon qualifying termination within 12 months post-CoC (plan-wide, not director-specific). Director annual grants also accelerate on Company termination without cause or death/disability per director policy .
Performance metrics applied to director pay
| Item | Detail |
|---|---|
| Equity performance conditions | None; director equity is time-based RS (no performance metrics disclosed) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in LOCO’s proxy for Ms. Gonzalez |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Brand, marketing, customer experience | 30+ years; senior roles at Concentrix, Massage Envy, PetSmart |
| Digital/integrated marketing and communications | Current remit at Concentrix covers integrated/digital marketing and PR |
| Governance/Comp oversight | Member, Compensation; Nominating & Corporate Governance Committees |
| Education | MBA (Thunderbird), BA Business Economics (USD) |
Equity Ownership
| Measure | Amount | Date/Notes |
|---|---|---|
| Total beneficial ownership | 32,868 shares; <1% of class | Record date April 2, 2025; ownership table |
| Unvested restricted shares outstanding | 10,502 | As of Dec 25, 2024 |
| Ownership guidelines | 5x annual Board cash retainer; 5-year compliance window | Directors are in compliance or within transition period |
| Pledging/Hedging | Prohibited for directors (limited pledge exception requires pre-approval) | Policy statement |
Insider transactions (Form 4)
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|
| 2025-03-11 | Award (A) | 8,637 | $0.00 | 32,868 | https://www.sec.gov/Archives/edgar/data/1606366/000141588925008003/0001415889-25-008003-index.htm |
| 2024-05-29 | Award (A) | 8,604 | $0.00 | 24,231 | https://www.sec.gov/Archives/edgar/data/1606366/000141588924014941/0001415889-24-014941-index.htm |
Governance Assessment
Strengths and investor confidence signals
- Independent, marketing-savvy director serving on key oversight committees (Compensation; Nominating & Corporate Governance) with regular executive sessions of independents (7 in 2024) .
- Strong alignment practices: equity-based director pay with one-year vesting, robust clawback policy tied to SEC/Nasdaq rules, hedging/pledging prohibitions, and 5x cash retainer ownership guideline (compliant or on track) .
- Engagement: Met ≥75% attendance threshold across Board/committees; full Board attendance at 2024 annual meeting .
- Compensation oversight: Committee engages independent consultant (Semler Brossy) with no conflicts; say-on-pay support ~85% in 2024, indicating shareholder alignment with comp philosophy .
Conflicts and related-party exposure
- Compensation Committee members in 2024 (including Gonzalez) had no relationships requiring Item 404 disclosure; related-party transactions are overseen by the Audit Committee pursuant to a formal policy .
- No loans, family transactions, or other related-party dealings involving Ms. Gonzalez are disclosed in the proxy .
Watch items
- Director cash fees for Gonzalez ($67,500) were below the “retainer + two committee memberships” heuristic, implying timing/proration changes during 2024; continue to monitor for consistency and disclosure in future proxies .
- Activist or concentrated holders can influence governance dynamics (e.g., Biglari and affiliates at 14.9%); board declassification and supermajority elimination proposals may change governance posture over time .
Overall: Gonzalez appears to be an effective, independent director with relevant brand/marketing expertise and solid governance practices (ownership alignment, clawbacks, no hedging/pledging, independent oversight). No red flags are disclosed regarding attendance, conflicts, or compensation structure .