Ira Fils
About Ira Fils
Ira Fils, age 59, has served as Chief Financial Officer of El Pollo Loco since June 27, 2022. He holds an undergraduate degree in economics and an MBA from the University of California, Irvine . Pay-for-performance at LOCO is primarily tied to Adjusted EBITDA, Revenue, and Restaurant Operating Profit %, with pay-versus-performance analyses referencing TSR alongside Net Income and Adjusted EBITDA .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Habit Restaurants, LLC | Chief Financial Officer & Secretary | 2008–2020 | Helped lead 2014 IPO, participated in sale to YUM! Brands in 2020; executive team grew units from ~20 to >300; transitioned to a more franchise-driven model . |
| Mimi’s Café | Chief Financial Officer; previously VP Finance | 2003–2008 | Senior finance leadership; CFO role 2005–2008 after joining as VP Finance in 2003 . |
| Rubio’s Restaurants, Inc. | Finance roles leading to CFO | 1998–2003 | Progressive finance leadership culminating in CFO . |
External Roles
- No external public company directorships disclosed in the proxy biography section for executive officers .
Fixed Compensation
Multi-year summary compensation for Ira Fils (NEO-level, reported amounts):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $205,000 | $416,000 | $416,000 |
| Bonus ($) | $— | $— | $— |
| Stock Awards ($) | $500,000 | $405,000 | $250,000 |
| Option Awards ($) | $— | $405,000 | $250,000 |
| Non-Equity Incentive Plan Compensation ($) | $76,236 | $101,712 | $398,190 |
| All Other Compensation ($) | $94,397 | $32,075 | $49,499 |
| Total ($) | $875,633 | $1,359,787 | $1,363,689 |
Perquisites and benefits detail (2024):
- 401(k) match: $13,340; Auto allowance: $7,477; Other benefits (incl. health/welfare): $28,682; Gas card: $0 .
Base salary policy: No increase for Fils in 2024; annualized base remained $416,000 (2023–2024) .
Performance Compensation
Annual Incentive Plan (AIP) – FY2024
| Item | Value |
|---|---|
| Target bonus % of salary | 75% |
| Target bonus $ | $312,000 |
| Metrics & weighting | Adjusted EBITDA (80%), Revenue (20%) |
| Threshold / Target / Max – EBITDA | $54.9m / $61.0m / $69.5m |
| Threshold / Target / Max – Revenue | $420.2m / $433.1m / $452.6m |
| Actual – EBITDA | $62.7m |
| Actual – Revenue | $427.4m |
| Company performance payout | 102.1% |
| Individual Performance Factor (IPF) range | 0–140% modifier applied to company metric result |
| Actual AIP paid to Fils | $398,190 |
Notes:
- Goals set by the Board in Q1; payouts range from 0% to 180% based on performance; AIP subject to IPF modifier .
Long-Term Incentive (LTI) – Grants and Vesting
| Award Type | Grant Date | Units | Fair Value | Exercise Price | Vesting |
|---|---|---|---|---|---|
| Restricted Stock (RSA) | 5/29/2024 | 23,901 | $250,000 | — | 25% annually over 4 years from grant |
| Stock Options | 5/29/2024 | 47,619 | $250,000 | $10.46 | 25% annually over 4 years from grant |
| RSU (Retention) | 11/7/2023 | 18,322 | $155,000 | — | Cliff vests on 1-year anniversary of grant; accelerates if terminated without cause during retention period |
| Options (Retention) | 11/7/2023 | 38,272 | $155,000 | $8.46 | Cliff vests on 1-year anniversary; accelerates if terminated without cause during retention period |
Equity mix design: For 2024, NEO annual equity awards were structured roughly 50/50 RSAs vs options to balance downside exposure and motivational upside .
Equity Ownership & Alignment
Beneficial ownership as of April 2, 2025:
| Component | Shares |
|---|---|
| Common shares | 124,106 |
| Vested but unexercised options | 52,673 |
| Acquirable within 60 days | 26,306 |
| Total beneficial ownership | 203,085 (<1% of class) |
| Shares outstanding (reference) | 30,057,287 |
Aggregate award holdings as of March 15, 2025:
| Category | Count |
|---|---|
| Options – exercisable | 52,673 |
| Options – unexercisable | 131,390 |
| Stock awards – subject to past awards | 143,359 |
| Stock awards – vested | 33,636 |
| Stock awards – outstanding & unvested | 109,723 |
Hedging & pledging: Company prohibits short sales, options, hedging transactions, and pledging/margining by directors and officers, with only limited pledge exceptions requiring Company pre-approval .
Ownership guidelines: CEO must hold ≥5x base salary; CEO may designate other officers to be subject; performance-vested and option shares do not count; compliance due within 5 years. No CFO-specific designation disclosed .
Section 16 compliance: Company disclosed certain untimely filings for other insiders in 2024; no delinquent reports noted for Fils .
Employment Terms
| Term | Provision |
|---|---|
| Appointment & role | Appointed CFO June 27, 2022 |
| Base salary (initial) | $400,000; $600/month transportation allowance |
| AIP target | 75% of then-current base salary |
| At-will; resignation notice | At-will; 90 days’ notice required for resignation |
| Severance (no cause / good reason) | Continuation of base salary for 12 months; pro-rata AIP for year of termination based on actual performance (excluding termination for cause or resignation without good reason) |
| Restrictive covenants | Indefinite confidentiality; 12-month non-interference (suppliers/customers/partners) and 12-month employee/consultant non-solicitation |
| Change-in-control (CIC) equity | Equity fully vests upon qualifying termination within 12 months post-CIC; performance awards deemed achieved at target unless otherwise provided |
| Potential payments (year-end assumption Dec 25, 2024) | Involuntary termination: $416,000 cash severance; CIC involuntary termination: $416,000 cash; equity acceleration value for Fils: $0 in both scenarios, total $416,000 |
| Clawback | Awards subject to Company clawback policy and applicable laws/exchange requirements |
| Tax gross-ups | None provided on perquisites/benefits |
Retention award (Nov 2, 2023): Separate letter granted RSUs ($155k FV) and options ($155k FV) that cliff-vest after one year; vesting fully accelerates if terminated without cause during the retention period .
Investment Implications
- Pay-for-performance alignment: CFO AIP targets and payouts are tied to Adjusted EBITDA (80%) and Revenue (20%); FY2024 company performance slightly above target (102.1%) with Fils’ actual AIP of $398k vs $312k target, indicating realized incentive sensitivity to performance and IPF modifiers .
- Equity alignment and upcoming vesting calendar: Material unvested RSAs and options (e.g., 23,901 RSAs and 47,619 options from 5/29/2024 vesting 25% annually) plus prior retention awards (11/7/2023) that cliff-vested after one year create periodic supply events; pledging and hedging restrictions reduce misalignment risk .
- Retention and change-in-control economics: Severance exposure is limited (1x base salary), with pro-rata AIP upon qualifying termination; as of year-end 2024 scenario modeling, equity acceleration value would have been $0 for Fils, reducing CIC windfall risk vs typical market practice .
- Governance and compensation rigor: Independent consultant (Semler Brossy) engaged; strong clawback and anti-hedging/pledging policies; no tax gross-ups; 2024 say-on-pay support ~85%—generally supportive shareholder stance on compensation program design .
- Ownership concentration risk: Biglari parties disclosed ~14.9% beneficial ownership as of Jan 27, 2025, implying potential shareholder influence dynamics; CFO beneficial ownership is <1% of shares outstanding (203,085 including options), typical for mid-cap restaurant CFOs, but not a controlling signal .