Samuel N. Borgese
About Samuel N. Borgese
Samuel N. Borgese (age 76) has served on El Pollo Loco’s Board since 2011, including a stint as Chairman while also Executive Chairman in 2011. He is currently President & CEO of Gather Holdings, LLC (owner of Shari’s Management Corporation and Shari’s Restaurant Group) and has over 30 years of senior leadership across public and private companies in retail, technology, restaurant, and hospitality. He attended Temple University’s Architecture and Engineering school, holds a Certificate of Director Education from NACD, and completed Harvard Business School Executive Education; the Board has also deemed him an Audit Committee “financial expert.” His current Board class term expires in 2026 and he is an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Logan’s Roadhouse (LRI Holdings, Inc. and affiliates) | President & CEO; Director | Oct 2014–Aug 2016 (filed voluntary Chapter 11 in Aug 2016; Borgese left Aug 2016) | Led turnaround; departure coincided with bankruptcy filing |
| Max Brenner International | CEO | 2011–2014 | Global chocolatier operational leadership |
| CB Holding Corp. (Charlie Brown’s Steakhouse parent, owned by Trimaran) | Interim then permanent President & CEO | 2008–2011 | Restaurant portfolio operations |
| Catalina Restaurant Group | Chief Development Officer; later President & CEO | 2003–2008 | Development and CEO leadership |
| Bay Logics, Inc. | CEO | Prior to 2003 | Enterprise software for lifecycle management of real estate assets (served 300+ businesses) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gather Holdings, LLC | President & CEO | Since 2022 | Owns 100% interest in Shari’s Management Corp. and Shari’s Restaurant Group |
| Shari’s Management Corp. / Shari’s Restaurant Group | President, CEO & Director | Since 2017 | Multi-location family dining company |
| Aceneca, LLC | Managing Partner | Since 2011 | Restaurant investment and consulting firm |
Board Governance
- Independence: The Board determined Borgese is independent under Nasdaq listing standards; LOCO separates the Chair (William R. Floyd) and CEO roles, with independent Chair leadership .
- Committees: Borgese is a member of the Compensation Committee and is designated an Audit Committee financial expert; committee composition shows him as Compensation Committee Chair alongside broader committee membership refreshed in 2024 (Audit Chair: Douglas J. Babb; Nominating Chair: Nancy Faginas‑Cody). The committees met Audit: 5, Compensation: 7, Nominating: 7 times in 2024 .
- Attendance: In 2023 the Board held 16 meetings and each incumbent director attended at least 75% of Board and committee meetings during their service. Directors are expected to attend the annual meeting; all directors attended in 2023 .
Fixed Compensation
| Component | FY 2024 Details | Vesting / Terms |
|---|---|---|
| Annual cash retainer (non‑Chair) | $60,000 policy; Borgese earned $75,000 (reflects added committee roles/fees) | Paid quarterly |
| Committee fees | Audit Chair: $15,000; Compensation Chair: $12,500; Nominating Chair: $10,000; members of Audit/Comp/Nominating: $5,000 (paid quarterly) | Paid quarterly |
| Equity – restricted shares (annual grant) | $90,000 grant value; non‑employee directors (except Chair) received 8,604 restricted shares (calc: $90,000/closing price on May 29, 2024) | Vests 100% on first anniversary; accelerates on termination without cause, death or disability |
| Director compensation (total) | Borgese: Cash $75,000; Stock awards $90,000; Total $165,000 | As above |
| Unvested restricted shares (as of Dec 25, 2024) | 10,502 shares for Borgese | Time‑based vesting |
Performance Compensation
- Non‑employee director pay is not tied to performance metrics; awards are time‑based restricted shares with no option grants reported for directors in 2024 .
| Performance Metric | Target | Measurement | Payout Linkage |
|---|---|---|---|
| None disclosed for directors | — | — | No performance‑based director pay |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Borgese beyond LOCO .
- Compensation Committee interlocks: None requiring disclosure under Item 404 for 2023; no insider participation issues noted .
Expertise & Qualifications
- Audit Committee financial expert designation; deep operational experience across restaurant and hospitality sectors; governance training (NACD Certificate; HBS Exec Ed) .
- Multi‑decade leadership as CEO/operator in complex turnarounds (e.g., Logan’s Roadhouse) and growth roles (Catalina, CB Holding) .
Equity Ownership
| Measure | As of | Borgese |
|---|---|---|
| Unvested restricted shares | Dec 25, 2024 | 10,502 shares |
| Equity awards outstanding (aggregate under plan) – Stock awards (shares/units) | Mar 15, 2025 | 64,876 total; 1,111 vested; 19,139 outstanding and unvested |
| Annual restricted shares granted | May 29, 2024 | 8,604 shares |
| Director stock ownership guidelines | Ongoing | 5× annual Board cash retainer; each non‑employee director is compliant or within the five‑year transition period |
Governance Assessment
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Strengths:
- Independent director with Audit Committee “financial expert” status and extensive restaurant operating expertise; serves as Compensation Committee Chair (aligns pay oversight with sector knowledge) .
- Balanced director pay structure (cash plus meaningful equity) and firm stock ownership guidelines (5× retainer) supporting alignment; Borgese held 10,502 unvested restricted shares at 2024 YE, and aggregate awards as of March 15, 2025 indicate ongoing equity exposure .
- Board process/engagement strong: robust committee cadence in 2024 and ≥75% attendance by incumbents in 2023; independent Chair structure enhances oversight .
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Watch items / potential red flags:
- Prior CEO tenure at Logan’s Roadhouse ended concurrent with the company’s Chapter 11 filing (Aug 2016). While common for distressed turnarounds, investors often monitor such histories for patterns in risk oversight and capital structure judgment .
- Multiple external executive roles (Gather Holdings/Shari’s) can create time‑commitment pressure; continued monitoring of LOCO Board and committee attendance remains prudent (Board reports aggregate attendance thresholds) .
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Related‑party transactions: None indicated for Borgese under Item 404 in Compensation Committee interlocks section; no hedging/pledging disclosures noted for directors beyond ownership guidelines .
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Overall: Borgese brings hands‑on restaurant leadership and financial literacy to LOCO’s Board, chairs Compensation, and maintains equity alignment under the company’s ownership policies. His turnaround background is valuable but merits standard monitoring around workload and potential conflicts from external CEO roles .