Natalie Morhous
About Natalie Morhous
Natalie Morhous is the Chief Executive Officer (since January 2024) and Chairman of the Board (since February 2024) of RaceTrac, Inc.; she previously served as RaceTrac’s President from February 2019 to January 2024 and has been a director of RaceTrac since 2013 . She led RaceTrac’s acquisition of Potbelly Corporation in October 2025 and was quoted in the closing announcement; there is no disclosure in Potbelly’s 2024 or 2025 proxies that she served as a Potbelly director or nominee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RaceTrac, Inc. (Parent) | Chairman of the Board; Chief Executive Officer | Chairman since Feb 2024; CEO since Jan 2024 | Led strategic process culminating in acquisition of Potbelly; ongoing portfolio strategy |
| RaceTrac, Inc. (Parent) | President | Feb 2019 – Jan 2024 | Oversaw operations and brand growth ahead of acquisition activity |
| RaceTrac, Inc. (Parent) | Director | Since Feb 2013 | Long-standing board service at privately held parent |
| Acquisition Vehicle (Purchaser) | President and Director | 2025 (tender offer period) | Named as President/Director of the tender-offer purchaser in offer materials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RaceTrac, Inc. | CEO and Chairman | 2024–Present | Private, family-owned convenience retail operator; >590 stores; Gulf licensing network |
| RaceTrac (Purchaser shell) | President/Director | 2025 | Named in tender-offer documents for PBPB acquisition |
Board Governance
- Status at Potbelly (PBPB): Not disclosed as a director or nominee in Potbelly’s 2025 proxy (nominees were Avedisian, Boehm, Butler, Head, Near, Pearson, Sutton, Wright) and likewise not in the 2024 proxy’s board slate .
- Committees/Chair roles: None at PBPB (not on the board) .
- Independence/Attendance: Not applicable at PBPB; the company reports all directors attended ≥75% of meetings in 2024/2023, but Morhous is not among listed directors .
Fixed Compensation
- Not applicable at PBPB. Potbelly’s director compensation program and 2024 recipients do not include Morhous (she is not disclosed as a non-employee director) .
Performance Compensation
- Not applicable at PBPB (no director PSUs/RSUs are disclosed for Morhous; she is not listed among director award recipients) .
Other Directorships & Interlocks
| Company | Role | Interlock/Transaction Relevance | Source |
|---|---|---|---|
| RaceTrac, Inc. (Parent) | CEO & Chairman; Director | Direct acquirer of Potbelly; led approach and negotiations; completed tender offer/merger in Oct 2025 | |
| Potbelly Corporation (PBPB) | None disclosed | Not a PBPB director/nominee in 2024–2025 proxies |
- Transaction process: Morhous initiated and led outreach to PBPB’s CEO in Feb–Mar 2025; RaceTrac pursued exclusivity and outlined a termination fee (3.5%) during July 2025 negotiations; the transaction closed Oct 23, 2025 at $17.12 per share via tender offer and Section 251(h) merger .
Expertise & Qualifications
- Strategic/M&A Leadership: CEO/Chair overseeing multi-brand convenience retail and energy licensing platform; directed acquisition of Potbelly to add fast-casual capabilities to the portfolio .
- Multi-unit Operations & Brand Management: Prior service as President of RaceTrac (2019–2024) reflects deep operating leadership in large-scale retail .
Equity Ownership
- Potbelly beneficial ownership: Not listed among PBPB directors/executives or 5% owners in 2024 or 2025 beneficial ownership tables; no RSU holdings or share pledges disclosed for her at PBPB .
Governance Assessment
- Role relative to PBPB: Morhous is not disclosed as a Potbelly director; instead, she is the CEO/Chairman of RaceTrac, the acquirer of Potbelly in Oct 2025 .
- Independence/Conflicts: As RaceTrac’s CEO/Chairman, she is not independent with respect to Potbelly during 2025 negotiations; however, no PBPB board seat is disclosed for her, avoiding direct board-level conflict within Potbelly’s 2024–2025 proxy periods .
- Related-party exposure: PBPB’s proxies disclose a distinct related-party arrangement (RDE) unrelated to Morhous; there are no related-party transactions disclosed involving Morhous at PBPB .
- Red flags: None specific to her PBPB governance (no PBPB directorship, compensation, or beneficial ownership disclosed). Transaction process details show standard protections (negotiated terms, exclusivity requests, and closing via tender offer/merger) led by her organization; investors should note she represents the buyer’s interests, not an independent PBPB fiduciary .