Douglas J. Babb
About Douglas J. Babb
Independent director of El Pollo Loco Holdings, Inc. since 2018; age 73 as of April 1, 2025. He holds a bachelor’s degree from Minnesota State University and a J.D. from the University of South Carolina, with a career spanning legal, administrative, and operating roles across healthcare, railroads, and consulting . The Board determined Mr. Babb is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cooper Clinic, P.A. | Chief Executive Officer | 2007–2014 | Led one of the largest multi‑specialty physician-owned clinics in Arkansas |
| University of Arkansas – Fort Smith | Adjunct Instructor, College of Business | 2010–2014 | Teaching/academic engagement |
| Babb Strategic Services, L.L.P. | Managing Director | 2015–present (firm formed 2006) | Strategic planning/consulting |
| Beverly Enterprises, Inc. | EVP – Chief Administrative & Legal Officer; Secretary | 2000–2006 | Senior corporate governance/legal oversight |
| Burlington Northern Santa Corporation | SVP & Chief of Staff; SVP – Merchandise Business Unit | 1995–2000 | Chaired North American Railroads CMOs Committee for two years |
| Burlington Northern Railroad | Vice President & General Counsel | 1987–1994 (Law Dept. 1978–1994) | Led legal function |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Arkansas – Fort Smith Foundation | Board Chair | Recently; specific dates not disclosed | Non-profit governance leadership |
| United States Marshals Museum | Board Chair | Recently; specific dates not disclosed | Non-profit governance leadership |
Board Governance
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit Committee | Chair | 5 |
| Compensation Committee | Member | 7 |
| Nominating & Corporate Governance Committee | Not a member | 7 (committee overall) |
- Independence: The Board determined Babb (and a majority of directors) are independent under Nasdaq rules; independent directors held seven executive sessions in 2024 .
- Attendance: The 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 .
- Governance modernization: Board proposed eliminating supermajority voting requirements and declassifying the Board (phased starting 2026) .
- Consultant oversight: Compensation Committee engages independent consultant Semler Brossy; no conflicts in 2024 .
Fixed Compensation
| Component (2024) | Amount/Units | Terms |
|---|---|---|
| Cash fees earned | $77,500 | Aggregate cash fees in 2024 |
| Annual Board cash retainer | $60,000 | Paid quarterly; applies to non‑chair directors |
| Committee fees (policy) | $15,000 Audit Chair; $5,000 committee member | Paid quarterly per role |
| Equity grant fair value | $90,000 | Annual restricted share grant; vest in full on first anniversary; acceleration on Company termination without cause, death or disability |
| Total director compensation | $167,500 | 2024 total (cash + stock grant fair value) |
Performance Compensation
| Equity Detail | Amount/Units | Date/Terms |
|---|---|---|
| Annual restricted shares granted | 8,604 shares | Granted May 29, 2024 by dividing $90,000 by closing price; vest 1 year; acceleration on specified events |
| Unvested restricted shares (as of 12/25/2024) | 10,502 shares | Aggregate unvested as of fiscal year-end |
| Outstanding & unvested stock awards (as of 3/15/2025) | 19,139 units | Equity Incentive Plan distribution table |
- Director equity is time-based; no director-specific performance metrics disclosed (director grants are restricted shares with time-based vesting) .
- Company-wide clawback: Awards under the Equity Incentive Plan are subject to clawback/recoupment consistent with SEC/Nasdaq rules .
Other Directorships & Interlocks
| Public Company | Role | Committees/Interlocks |
|---|---|---|
| None disclosed in 2025 proxy | — | — |
- Compensation Committee interlocks: In 2024, members (including Babb) were not Company officers and had no relationships requiring disclosure under Item 404 of Regulation S‑K .
Expertise & Qualifications
- Legal and governance expertise: Former General Counsel of Burlington Northern Railroad; senior legal/administrative roles at Beverly Enterprises .
- Operating and strategic experience: CEO at Cooper Clinic; SVP roles at Burlington Northern Santa; Managing Director at consulting firm; chaired North American Railroads CMOs Committee .
- Education: J.D., University of South Carolina; bachelor’s degree, Minnesota State University .
Equity Ownership
| Metric | Value |
|---|---|
| Common shares beneficially owned | 51,623 shares (less than 1% of class) |
| Stock awards – vested (as of 3/15/2025) | 32,484 units |
| Stock awards – outstanding & unvested (as of 3/15/2025) | 19,139 units |
| Director ownership guidelines | 5× annual Board cash retainer; compliance or within 5‑year transition for each non‑employee director |
| Hedging/pledging policy | Hedging, short sales, options, margining, and pledging prohibited for directors/officers, with limited pre‑approval exception for pledges |
Insider Trading Activity (Section 16)
| Item | Status |
|---|---|
| Section 16(a) compliance for 2024 | Company reported one untimely Form 3 (CEO) and late Forms 4 for two other directors; no late filings attributed to Babb in 2024 |
Governance Assessment
- Board effectiveness: Babb currently serves as Audit Committee Chair and Compensation Committee member, aligning with his legal/governance background. Audit met 5 times; Compensation met 7 times in 2024, supporting robust oversight cadence .
- Independence and engagement: Independent status affirmed; at least 75% meeting attendance and annual meeting attendance support strong engagement .
- Alignment and risk controls: Director equity grants are time-based with one-year vesting and acceleration protections; Company maintains clawback policy, bans hedging/pledging, and does not provide tax gross-ups or option repricing, bolstering shareholder-friendly posture .
- Shareholder signals: Prior say‑on‑pay support around 85% indicates investor acceptance of compensation framework; Board proposals to declassify and remove supermajority voting reflect governance modernization and responsiveness .
RED FLAGS: None identified specific to Babb. Compensation Committee interlocks absent per Item 404; strong insider trading restrictions; attendance thresholds met; no disclosed related-party transactions involving Babb in 2024–2025 proxy materials .