Joe Taylor
About Joe Taylor
Joe Taylor, age 66, joined El Pollo Loco’s Board as an independent director in January 2025. He previously served as Executive Vice President and Chief Financial Officer of Brinker International from December 6, 1999 until his retirement in June 2024, following ~18 years in banking across client-facing and corporate finance roles. Taylor holds a bachelor’s degree from Duke University and brings deep restaurant-industry and finance expertise; the Board has determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brinker International, Inc. | EVP & CFO; broader leadership roles in finance, IR, development, risk, corporate affairs & communications | Dec 6, 1999 – Jun 2024 | Led finance and investor relations; senior leadership across operational domains supporting Chili’s and Maggiano’s brands |
| Banking industry (various institutions) | Client-related and corporate finance positions | ~18 years (pre-1999) | Built corporate finance expertise and client engagement foundation |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| National Restaurant Association | Director Emeritus | Ongoing honorary | Industry leadership and engagement |
| National Restaurant Association Educational Foundation | Trustee Emeritus | Ongoing honorary | Industry workforce and education focus |
Board Governance
- Independence: Board determined Taylor (and other non-employee directors) are independent under Nasdaq standards; Audit Committee members meet Rule 10A-3 independence criteria.
- Committee assignments: Audit Committee member; the Audit Committee met 5 times in 2024. He is not a member of the Compensation or Nominating & Corporate Governance committees.
- Financial expertise: Board designated Taylor an “Audit Committee financial expert” per Item 407(d)(5) of Regulation S-K.
- Board activity: The Board held 12 meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings while serving. Independent directors held seven executive sessions in 2024.
- Governance enhancements: In May 2025, stockholders approved declassification of the Board and elimination of supermajority voting requirements—signals of improved shareholder rights.
Committee Composition Snapshot
| Committee | Chair | Taylor Role | 2024 Meetings |
|---|---|---|---|
| Audit | Douglas J. Babb | Member | 5 |
| Compensation | Samuel N. Borgese | Not a member | 7 |
| Nominating & Corporate Governance | Nancy Faginas-Cody | Not a member | 7 |
Fixed Compensation
| Component | Amount/Structure | Vesting/Terms | Notes |
|---|---|---|---|
| Annual Cash Retainer (non-Chair directors) | $60,000 (paid quarterly) | N/A | 2024 policy; applies to non-employee directors other than Chair |
| Chair Cash Retainer | $110,000 (paid quarterly) | N/A | Chair of Board only |
| Annual Equity Grant (non-Chair directors, 2024) | 8,604 restricted shares (value $90,000 ÷ closing price on May 29, 2024) | Vest in full on 1st anniversary; accelerate upon termination without cause, death or disability | Policy for 2024 grants |
| Chair Equity Grant (2024) | 13,384 restricted shares (value $140,000 ÷ closing price on May 29, 2024) | Same vesting as above | Chair-specific |
| Committee Chair Fees | Audit $15,000; Compensation $12,500; Nominating $10,000 | N/A | Paid quarterly |
| Committee Member Fees | $5,000 per committee | N/A | Audit, Compensation, Nominating |
| Taylor – Outstanding Stock Awards | 8,637 shares outstanding and unvested (as of Mar 15, 2025) | Subject to director vesting policy noted above | Reflects his 2025 grant outstanding balance |
Performance Compensation
Directors do not receive performance-based cash bonuses, PSUs, or option compensation tied to metrics; director equity grants are time-vested restricted shares.
| Metric | Applies to Directors | Details |
|---|---|---|
| Revenue/EBITDA/TSR targets | No | No director performance metrics disclosed; director equity is time-vested RSAs |
| PSUs for directors | No | PSUs disclosed for executives, not directors |
| Stock options for directors | No recurring director options | Director comp table shows restricted shares (no option grants in 2024 to directors) |
Other Directorships & Interlocks
| Company/Organization | Role | Interlocks/Conflicts |
|---|---|---|
| Public company boards | None disclosed | No public company directorships disclosed for Taylor; no related-party conflicts disclosed for him |
| Industry/non-profit boards | NRA (Director Emeritus), NRAEF (Trustee Emeritus) | Non-profit roles; no conflicts indicated |
Expertise & Qualifications
- Audit Committee financial expert designation; deep finance and accounting oversight experience as a long-tenured CFO.
- Restaurant industry operating insight (Brinker—Chili’s, Maggiano’s), investor relations, development, risk management, corporate affairs.
- Banking background (18 years) adds capital markets and corporate finance perspective.
- Education: Bachelor’s degree from Duke University.
- Independence and ethics: Board independence determination; adherence to governance guidelines and code of conduct.
Equity Ownership
| Holder | Common Shares | Vested but Unexercised Options | Acquirable within 60 days | Percent of Class |
|---|---|---|---|---|
| Joe Taylor | 8,637 | — | — | <1% (footnoted “less than one percent”) |
- Ownership guidelines: Non-employee directors must own shares equal to 5x annual Board cash retainer; compliance required within five years of becoming subject to guidelines. Taylor is covered by the five-year transition and non-employee directors are either compliant or within the transition period.
- Hedging and pledging: Company prohibits directors from short sales, hedging, and pledging, with limited pre-approved exceptions; no pledging by Taylor disclosed.
Governance Assessment
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Strengths
- Independence and audit oversight: Taylor is independent and serves on the Audit Committee; recognized as an Audit Committee financial expert—positive for financial reporting integrity and risk oversight.
- Ownership alignment: Holds 8,637 shares; subject to robust director ownership guidelines (5x cash retainer) within five years—alignment improving as tenure progresses.
- Board quality signals: 2025 shareholder votes strongly favored declassification and removal of supermajority voting—governance rights enhanced; say-on-pay support was high.
- No conflicts: No related-party transactions disclosed involving Taylor; Board and committee independence affirmed.
-
RED FLAGS
- None observed specific to Taylor: No low attendance disclosures, no Item 404 related-party transactions, no hedging/pledging, no tax gross-ups or option repricing noted for directors.
-
Considerations for investors
- Engagement and attendance: As a 2025 appointee, Taylor’s individual 2025 attendance will be assessable in the next proxy; Board and independent director executive sessions indicate active engagement norms.
- Compensation mix: Director pay is balanced (cash + time-vested equity). Taylor’s outstanding restricted shares (8,637) and ownership guidelines provide tangible alignment; lack of performance-based director pay is conventional and reduces perverse incentives.
Shareholder Sentiment (Context)
| Proposal (2025 Annual Meeting) | Result | Votes For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Say-on-Pay (NEO compensation) | Approved | 21,481,685 | 1,257,738 | 1,594,983 | 2,881,141 |
| Declassify Board | Approved | 24,290,041 | 34,612 | 9,753 | 2,881,141 |
| Eliminate Supermajority | Approved | 24,242,417 | 48,020 | 43,969 | 2,881,141 |
Overall, Taylor’s appointment adds seasoned finance leadership and restaurant-industry depth to Audit Committee oversight, with clean independence and no conflicts disclosed—supportive of investor confidence.