Mark Buller
About Mark Buller
Mark Buller (age 60 as of April 1, 2025) has served as an independent director of El Pollo Loco Holdings, Inc. since 2015. He is Executive Chairman of Superior Cabinets (since July 2018) and previously led Norcraft Companies as Chairman & CEO (2013–2015) and earlier CEO of Norcraft’s predecessor entities, with prior leadership roles at Kitchen Craft and Omega Cabinets. The Board identifies him as an Audit Committee financial expert; his core credentials include supply chain logistics, product design, brand management, and consumer trends, built over 26+ years in the home furnishings industry with 18 years as CEO/division president .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Superior Cabinets | Executive Chairman | July 2018–present | Executive leadership of cabinetry company |
| Norcraft Companies, Inc. | Chairman & CEO | 2013–2015 | Led public cabinetry manufacturer in U.S./Canada |
| Norcraft Companies, L.P. / Norcraft GP, L.L.C. | CEO; Board of Managers member | 2003–2013 | Oversaw predecessor entities to Norcraft Inc. |
| Kitchen Craft Cabinets | Management roles; President | 1988–1996 (management); 1996–1999 (President) | Leadership at Canadian cabinetry maker |
| Omega Cabinets Ltd. | CEO | 2000–2002 | Led post-acquisition brand; left after sale to Fortune Brands |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Superior Cabinets | Executive Chairman | Private | No LOCO-related related-party transactions disclosed |
| Other public company boards | — | — | No other current public company directorships disclosed in LOCO’s 2025 proxy for Mr. Buller |
Board Governance
- Independence: The Board determined Mr. Buller is independent under Nasdaq listing standards; he also qualifies as independent for Audit Committee purposes under Rule 10A‑3 .
- Committee assignments (2024): Audit Committee (member; designated Audit Committee financial expert); Compensation Committee (member) .
- Committee chairs: Not a chair; Audit chaired by Samuel N. Borgese; Compensation chaired by Douglas J. Babb; Nominating & Corporate Governance chaired by Nancy Faginas‑Cody .
- Meetings/attendance: Board held 12 meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings while serving; all directors attended the 2024 annual meeting . Committee meetings in 2024: Audit 5; Compensation 7; Nominating & Corporate Governance 7 .
- Executive sessions: Independent directors held 7 executive sessions in 2024 .
| Committee | Role | Chair? | Financial Expert | 2024 Meetings |
|---|---|---|---|---|
| Audit | Member | No | Yes (Buller designated as AC financial expert) | 5 |
| Compensation | Member | No | — | 7 |
| Nominating & Corporate Governance | — | — | — | 7 |
Fixed Compensation (Director)
| Item (FY 2024) | Detail | Amount/Terms |
|---|---|---|
| Annual Board cash retainer | Non‑chair directors | $60,000 |
| Committee member fees | $5,000 per committee (Audit, Comp, Nominating); Mr. Buller served on two committees | $10,000 implied; total cash $70,000 (confirmed) |
| Total cash fees | Reported for Mr. Buller | $70,000 |
| Equity grant (restricted shares) | Annual grant for non‑chair directors on May 29, 2024 | 8,604 shares; $90,000 grant date fair value; vests in full on 1st anniversary; accelerates upon Company termination without “cause,” death, or “disability” |
| Stock awards reported (2024) | Director compensation table | $90,000 |
| Unvested restricted shares outstanding | As of December 25, 2024 | 10,502 shares (Buller) |
Performance Compensation (Director)
| Performance-linked components for directors | Disclosed Terms |
|---|---|
| None disclosed for directors; non‑employee directors receive cash retainers/fees and time‑vested restricted shares; no director-specific performance metrics reported | Director compensation policy and table indicate cash + restricted share awards only |
- Clawback: All awards under the Equity Incentive Plan are subject to the Company’s recoupment/clawback policy and applicable laws/exchange rules .
- Hedging/pledging: Directors are prohibited from short sales, options, hedging, and margining; pledging requires pre‑approval; no director/officer may pledge or margin Company stock absent limited exception .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Compensation Committee interlocks | None: During 2024, Compensation Committee members (including Buller) were not officers/employees and had no relationships requiring Item 404 disclosure; no executive officer served on the board/committee of an entity with an interlocking relationship . |
| Related-party transactions | No related‑party transactions requiring disclosure were attributed to Mr. Buller; policy requires Audit Committee review of related-party transactions . |
Expertise & Qualifications
- Audit Committee financial expert as defined in Item 407(d)(5) of Regulation S‑K .
- Extensive leadership in supply chain logistics, product design, brand management, consumer trends from decades in cabinetry/home furnishings (CEO/division president roles) .
Equity Ownership
| Metric | Amount | Date/Context |
|---|---|---|
| Total beneficial ownership (common shares) | 50,164 shares; <1% of class | As of record date for 2025 proxy; percent “less than one percent” |
| Stock awards historically granted under plan (director) | 61,543 shares subject to past stock awards | As of March 15, 2025 |
| Vested stock awards | 31,025 shares vested | As of March 15, 2025 |
| Unvested stock awards | 19,139 shares outstanding/unvested | As of March 15, 2025 |
| Unvested restricted shares (snapshot) | 10,502 shares | As of December 25, 2024 |
| Director stock ownership guidelines | 5x annual Board cash retainer; compliance required within 5 years; each director either in compliance or within the transition period | Policy status for non‑employee directors |
| Hedging/pledging status | Company prohibits hedging/shorts and margining; pledging only with pre‑approval; no pledging by Mr. Buller disclosed | Policy and disclosure |
Governance Assessment
-
Positives
- Independence and expertise: Independent director; designated Audit Committee financial expert; active on Audit and Compensation Committees—enhances oversight of financial reporting and pay practices .
- Engagement: Board met 12 times; committees met regularly; all directors attended the annual meeting; all incumbents met ≥75% attendance standard .
- Alignment: Director pay mix includes meaningful equity; annual grant of time‑vested restricted shares; director ownership guideline of 5x cash retainer, with compliance or transition in progress .
- Risk controls: Robust clawback coverage; explicit prohibitions on hedging/pledging/margining; no director/officer tax gross‑ups; no option repricing without shareholder approval .
- Governance trajectory: Board recommended eliminating supermajority voting and is moving to declassify the Board starting 2026 if approved—shareholder‑friendly signals .
-
Watch items / Red flags
- Section 16 timing lapse: One untimely Form 4 for Mr. Buller (filed April 7, 2025) reporting a sale; process lapse but limited in scope per company’s disclosure .
- No specific director‑level performance metrics: Director compensation is time‑based; while typical, it lacks explicit performance conditions at the director level .
- Related-party exposure: None disclosed specific to Mr. Buller; ongoing vigilance is warranted given his external executive role (policy in place via Audit Committee review) .
-
Say‑on‑pay context (indicator of compensation governance): 85% support at 2024 annual meeting; reflects shareholder acceptance of compensation program under Board oversight (including Compensation Committee where Mr. Buller served) .