William R. Floyd
About William R. Floyd
William R. Floyd, age 80, is the independent Chairperson of El Pollo Loco’s Board since April 2023 and a director since 2016. He holds a BA from the University of Pennsylvania and an MBA from The Wharton School, and served on the Board of Overseers of the University of Pennsylvania School of Nursing from 2006–2021 . The Board has affirmatively determined Mr. Floyd is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| El Pollo Loco Holdings, Inc. | Chairperson; Director | Chair since Apr 2023; Director since 2016 | Independent Board leadership; Board signatory on 2025 proxy |
| Beverly Enterprises, Inc. | Chairman & CEO; President & COO | CEO 2001–2006; President & COO 2000–2001 | Led eldercare services provider |
| Physiotherapy Associates | Chairman & CEO | 2007–2008 | Led physical rehabilitation provider |
| Benchmark Medical, Inc. | Chairman & CEO | 2006–2007 | Predecessor to Physiotherapy Associates |
| Choice Hotels International | President & CEO | 1996–1998 | Hospitality industry leadership |
| PepsiCo Restaurant Group (Taco Bell; KFC) | COO (Taco Bell); COO (KFC) | Taco Bell 1995–1996; KFC 1994–1995 | Operations leadership in food service |
| Buffet Holdings, Inc. | Chairman of the Board | 2009–2012 | U.S. restaurant chain governance |
| Busaba Restaurants (UK) | Chairman | Oct 2017–Jun 2020 | Oversight; principal debt holder was Muzinich |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Korn/Ferry International | Director | 2012–2019 | Governance at public executive search firm |
| Pivot Physical Therapy | Director | 2012–2019 | Regional outpatient physical therapy provider governance |
| Muzinich Capital LLC; broker-dealer affiliated with Muzinich & Co., Inc. | Business development corporation board member | 2016–2019 | Corporate credit asset manager affiliates |
| University of Pennsylvania School of Nursing | Board of Overseers member | 2006–2021 | Academic board service |
Board Governance
- Independence: The Board determined Mr. Floyd is independent under Nasdaq rules; all Audit, Compensation, Nominating & Corporate Governance, and ESG Committee members are independent .
- Board leadership: El Pollo Loco separates CEO and Chair roles; Mr. Floyd serves as independent, non-executive Chair to enhance oversight and avoid CEO compensation conflicts .
- Committees: 2024 committee composition lists Audit, Compensation, and Nominating & Corporate Governance memberships and chairs; Mr. Floyd is not listed as a member of these standing committees (he serves as Board Chair) .
- Board activity: 12 Board meetings in 2024; each incumbent director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting; independent directors held seven executive sessions in 2024 .
- Ownership guidelines: Non-employee directors must own shares equal to 5× the annual cash retainer within five years; all are in compliance or within the transition period .
- Governance modernization: Board proposed declassification (phased beginning 2026; complete by 2028) and eliminating supermajority voting—Board recommends “FOR” both .
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (Chair) | $110,000 | Paid quarterly |
| Committee chair fees | Not applicable | Chair-specific fees disclosed for Audit ($15k), Compensation ($12.5k), Nominating ($10k); Mr. Floyd not listed as a committee chair |
| Committee member fees | Not applicable | Committee member fee $5k for Audit/Comp/Nominating; Mr. Floyd not listed as a member |
| Equity grant (restricted shares) | 13,384 shares; grant value $140,000 | Calculated by dividing $140,000 by closing price on May 29, 2024; vest in full on first anniversary; accelerate on Company termination without cause or due to death/disability |
| Total 2024 director compensation | $250,000 | Cash $110,000; Stock awards $140,000 |
Performance Compensation
- No director performance-based pay is disclosed; non-employee director compensation consists of cash retainers and time-based restricted shares with 1-year vesting and specified acceleration triggers .
- Company-wide clawback: All awards under the Equity Incentive Plan are subject to clawback in line with SEC and Nasdaq rules and Company policy .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation Committee interlocks | None; Compensation Committee members in 2024 were not officers/employees and had no Item 404 relationships; no reciprocal board/comp committee interlocks with other entities’ executives |
| Current public company directorships | Not disclosed for Mr. Floyd beyond El Pollo Loco; prior public company directorship includes Korn/Ferry International (2012–2019) |
| Related-party transactions | Company policy requires Audit Committee review; no related-party transactions involving Mr. Floyd disclosed in the proxy |
Expertise & Qualifications
- 30+ years of marketing, management, and operations experience, with a focus on food service; senior roles across hospitality, healthcare, and restaurants support board effectiveness at El Pollo Loco .
- Education: BA (University of Pennsylvania); MBA (Wharton) .
Equity Ownership
| Metric | Value |
|---|---|
| Common shares beneficially owned | 74,209; less than 1% of class |
| Shares acquirable within 60 days | None |
| Unvested restricted shares outstanding (as of Dec 25, 2024) | 15,282 |
| Hedging/pledging policy | Directors/officers prohibited from short sales, options, hedging, and pledging/margining, subject to limited pre-approved pledging exception |
| Director ownership guidelines | 5× annual cash retainer; in compliance or within 5-year transition period |
Governance Assessment
- Strengths:
- Independent, non-executive Chair enhances oversight and separation from management; seven independent director executive sessions in 2024 support robust independent deliberation .
- Solid attendance and engagement: 12 Board meetings; all directors attended annual meeting; minimum 75% meeting attendance across incumbents .
- Equity alignment via restricted share grants and stock ownership guidelines (5× retainer); hedging/pledging prohibited—alignment and risk mitigation .
- Governance enhancements proposed: declassification and elimination of supermajority requirements—Board recommended “FOR,” signaling shareholder-friendly reforms .
- Independent compensation consultant (Semler Brossy) advising the Compensation Committee; no interlocks or Item 404 relationships on the Compensation Committee .
- Potential risk signals/notes:
- Mr. Floyd is not listed as a member of the Audit, Compensation, or Nominating Committees in 2024; his governance contribution is primarily through Board chair leadership rather than committee work .
- Large outside shareholder (Sardar Biglari and affiliates at 14.9%) may influence governance dynamics; not specific to Mr. Floyd but relevant to Board oversight context .
- No related-party transactions, tax gross-ups, or option repricings disclosed; director equity is time-based with standard acceleration—no director-specific pay anomalies flagged .