Elizabeth Williams
About Elizabeth Williams
Elizabeth “Liz” Williams is Chief Executive Officer of El Pollo Loco and a member of the Board, effective March 11, 2024; she is 49 years old and holds a BBA (Business Honors Program) from the University of Texas and an MBA from Northwestern’s Kellogg School of Management . In 2024, the company’s Annual Incentive Plan (AIP) for Ms. Williams used adjusted EBITDA and revenue; her payout of $888,270 reflected performance that “exceeded” year-over-year EBITDA growth targets . Her 2024 reported CEO “Total” compensation (Summary Compensation Table) was $4,712,877, and the company recorded 85% support on Say‑on‑Pay in 2024 . She previously led high‑growth, multi-unit restaurant/retail businesses (Taco Bell International, Foxtrot) and is regarded for operational improvements and sales/profit growth execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| El Pollo Loco Holdings, Inc. | Chief Executive Officer; Director (Class I) | Mar 11, 2024–present | 2024 AIP paid for exceeding YoY EBITDA growth targets; led foundational brand transformation objectives |
| Outfox Hospitality (Foxtrot/Dom’s Kitchen & Market) | Chief Executive Officer | May 2022–Feb 2024 | Led high‑growth modern café/convenience formats |
| Hart House LLC | Co‑founder & CEO | Jul 2021–May 2022 | Built plant‑based quick‑serve concept |
| Drybar Holdings, LLC | Chief Executive Officer | Jun 2020–May 2021 | Led beauty services brand operations |
| Taco Bell (Yum! Brands) | President, Taco Bell International; CFO, Taco Bell Global (Finance/Strategy/IT/eCommerce) | 2010–2020; CFO 2013–2018 | Drove brand strategy and performance across 30 countries; notable operational improvements and sales/profit growth |
| Yum! Brands (Office of CEO) | Corporate Strategy | 2010–2011 | Led corporate strategy initiatives |
| Boston Consulting Group (BCG) | Principal, Consumer & Retail | 6 years (prior) | Advised in U.S. and Asian markets |
| Dell | Finance, Brand Marketing, Corporate Sales | 7 years (prior) | Cross‑functional operating experience |
External Roles
| Company | Role | Years | Notes |
|---|---|---|---|
| Stitch Fix, Inc. (Nasdaq: SFIX) | Director | Jan 2019–present | Public company board service |
| Viant Technology (Nasdaq: DSP) | Director | Feb 2021–Jun 2024 | Former public company board service |
Fixed Compensation
| Item | FY2024 Detail |
|---|---|
| Base Salary | $725,000 |
| Target Bonus % (AIP) | 100% of base salary |
| 2024 AIP Paid | $888,270 (not prorated for partial year per agreement) |
| Annual LTI Target Value | $1,800,000 target (CEO annual equity) |
| Sign‑On Cash Bonus | $200,000 (payable 120 days post‑start; repay if resign w/o Good Reason or terminated for Cause within 12 months) |
Performance Compensation
Annual Incentive Plan (AIP) – Design and 2024 Outcome
| Component | Metric | Weighting | Target | Actual | Payout/Vesting |
|---|---|---|---|---|---|
| Cash AIP | Adjusted EBITDA and Revenue (Revenue = Company Sales + Royalty Income) | Not disclosed | Not disclosed | Management cites exceeding YoY EBITDA growth targets | $888,270 cash for 2024; AIP not prorated per employment agreement |
2024 Annual LTI (granted to CEO)
| Award Type | Grant Date | Shares/Options | Exercise Price | Vesting |
|---|---|---|---|---|
| Restricted Shares (RSAs) | May 29, 2024 | 86,042 shares (50% of $1.8M annual equity mix) | N/A | 25% annually on each May 29 from 2025–2028 |
| Stock Options | May 29, 2024 | 171,429 options (50% of $1.8M annual equity mix) | $10.46 | 25% annually on each May 29 from 2025–2028 |
2024 CEO Signing Equity (one‑time)
| Award Type | Grant Date | Shares/Units | Exercise Price | Vesting / Performance |
|---|---|---|---|---|
| RSAs (time‑vested) | May 7, 2024 | 45,096 shares (grant date value $400,000) | N/A | 25% annually for first four years from Mar 11, 2024 (employment effective date) |
| Stock Options (time‑vested) | May 7, 2024 | 77,519 options (grant date value $400,000) | $10.32 | 25% annually for first four years from Mar 11, 2024 |
| PSUs (performance‑based) | 2024 (grant) | 41,537 target PSUs (grant date value $400,000) | N/A | Metrics: EBITDA and Restaurant Operating Profit, equal weighting; Vesting: 1/3 at performance certification; 1/3 on last day of FY2025; 1/3 on last day of FY2026; subject to qualifying termination/CIC terms |
LTI structure and policies: Company emphasizes long‑term performance; options and RSAs generally vest over four years; PSUs introduced for CEO in 2024; no option repricing without shareholder approval; clawback policy aligned with SEC/Nasdaq .
Equity Ownership & Alignment
Beneficial Ownership (record date disclosed in proxy)
| Category | Amount |
|---|---|
| Common Shares | 235,688 |
| Vested but Unexercised Options | 19,379 |
| Acquirable within 60 Days (e.g., equity vesting/option exercisability) | 42,858 |
| Total Beneficial Ownership | 297,925 |
| Ownership as % of Shares Outstanding | Less than 1% |
Award Holdings Snapshot (as of March 15, 2025)
| Instrument | Exercisable/Vested | Unexercisable/Unvested | Total/Notes |
|---|---|---|---|
| Stock Options | 19,379 exercisable | 374,938 unexercisable | 394,317 total options subject to past grants |
| Stock Awards (RSAs/RSUs incl. PSUs at target) | 26,401 vested | 287,674 unvested | 314,075 subject to past awards |
- CEO Stock Ownership Guideline: 5x base salary, compliance required within five years of becoming subject to the guideline; unvested performance‑based awards and options do not count .
- Hedging/Pledging: Directors/officers may not engage in hedging, short sales, or margining; pledging only with pre‑approval in limited circumstances .
Employment Terms
| Term/Protection | Key Economics / Provision |
|---|---|
| Agreement Term | Initial 12 months; auto‑renews for successive one‑year terms unless non‑renewed |
| Base/Bonus Eligibility | $725,000 base; AIP target 100% of base; 2024 AIP not prorated |
| Annual Equity | Target $1,800,000; double‑trigger acceleration upon CIC + qualifying termination |
| Sign‑On Grants | $1.2M equity (RSAs $400k, Options $400k, PSUs $400k) with vesting as above; 100% accelerated vesting upon (i) termination without Cause; (ii) resignation for Good Reason; (iii) Company non‑renewal; (iv) double‑trigger after CIC (PSU acceleration subject to further agreement) |
| Severance (No‑Cause/Good Reason/Non‑Renewal) | 12 months base salary; pro‑rated AIP based on actual performance; up to 12 months COBRA reimbursement; full vesting of Signing Grant (release and covenants required) |
| Change‑in‑Control (CIC) | Time‑based awards do not accelerate solely at CIC; double‑trigger acceleration if terminated without Cause or resign for Good Reason within 4 months before or 12 months after CIC; CIC defined (ownership >50%, certain mergers, asset sale, or delisting) |
| Clawback/Tax | Company clawback policy in line with SEC/Nasdaq; no tax gross‑ups; Section 280G/4999 “best‑net” cutback if applicable |
| Restrictive Covenants | Non‑interference and non‑solicit during employment and 12 months post‑termination; confidentiality and cooperation covenants |
| Perquisites | Automobile allowance; up to $10,000 attorney fee reimbursement related to agreement |
| Sign‑On Cash Bonus | $200,000; repayable if resign w/o Good Reason or terminated for Cause within 12 months |
Board Governance
- Role and Tenure: CEO and Director (Class I), term expiring 2027 .
- Independence: Not independent due to CEO role; independent directors constitute Board majority .
- Board Leadership: Separate Chair (William R. Floyd) and CEO roles; Board states separation enhances independent oversight .
- Committees: Audit, Compensation, and Nominating committees are fully independent; committee membership lists do not include Ms. Williams .
- Executive Sessions: Independent directors held seven executive sessions in 2024 .
- Director Pay: Employees (including CEO) do not receive director compensation; CEO pay disclosed in executive section .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay support: ~85% approval at 2024 annual meeting .
- Compensation consultant: Semler Brossy engaged by Compensation Committee; assessed independent; no other management engagements in 2024 .
- Practices: Clawback, limited perquisites, no tax gross‑ups, no option repricing without shareholder approval; hedging/pledging restrictions .
Related Party and Compliance Notes
- Related Party Transactions: None for Ms. Williams under Item 404(a) at appointment .
- Section 16 Compliance: One untimely Form 3 for Ms. Williams (filed May 20, 2024) noted in proxy .
Investment Implications
- Alignment and retention: A meaningful at‑risk mix (AIP at 100% of salary; annual LTI $1.8M; PSUs tied to EBITDA and Restaurant Operating Profit) supports pay‑for‑performance while double‑trigger CIC acceleration and a 12‑month severance framework mitigate unwanted turnover .
- Vesting cadence and potential supply: Time‑based awards vest 25% annually beginning Mar 11 (sign‑on awards) and May 29 (annual awards), creating scheduled equity delivery events that can influence trading windows over 2025–2028 .
- Ownership discipline and risk controls: CEO 5x salary ownership guideline (five‑year compliance window) plus hedging/pledging prohibitions reinforce long‑term alignment; no tax gross‑ups and a clawback policy address governance risk .
- Governance structure: Independent Chair, fully independent key committees, and robust executive sessions help balance the CEO/director dual role and maintain oversight of compensation and strategy .