Ann Bordelon

About Ann Bordelon

Ann Bordelon (age 58) is an independent director of Portillo’s Inc., serving since 2021, and is the Audit Committee Chair. She is Executive Vice Chancellor for Finance & Administration at the University of Arkansas (joined in 2020), a certified public accountant, and former CFO of Sam’s Club with nearly 13 years in Walmart executive finance roles; she also previously served as CFO at Mitchell Communications and NOWDiagnostics and began her career at Ernst & Young .

Past Roles

Organization	Role	Tenure	Committees/Impact
Walmart Inc.	Chief Audit Executive; CFO of Sam’s Club	Nearly 13 years (dates not individually disclosed)	Led audit and finance; multi-unit operations expertise
Mitchell Communications	Chief Financial Officer	Not disclosed	Executive finance leadership
NOWDiagnostics	Chief Financial Officer	Not disclosed	Executive finance leadership
Ernst & Young	Auditor (career start)	Not disclosed	Public accounting foundation; CPA credential

External Roles

Organization	Role	Start	Committees/Notes
University of Arkansas	Executive Vice Chancellor for Finance & Administration	2020	Oversees finance, IT, and cybersecurity responsibilities
America’s Car‑Mart, Inc. (NASDAQ: CRMT)	Director	Not disclosed	Chair, Audit & Compliance; Member, Compensation & Human Capital

Board Governance

Committee assignments: Audit Committee Chair; Audit members include Bordelon (Chair), Dodson, Glass, Hartung .
Independence and expertise: The Board determined Bordelon is independent under Nasdaq rules; she meets Audit Committee independence and is designated an “audit committee financial expert” by the SEC definition (Item 407(d)) .
Audit Committee activity: 8 meetings in 2024; 2025 priorities include Cybersecurity, Artificial Intelligence, and Enterprise Risk Management process .
Attendance and engagement: Board held 8 meetings in 2024; each director attended at least 75% of applicable meetings; average Board attendance 96%, Committee attendance 99%; independent directors meet regularly in executive session without management .
Risk oversight: Audit Committee oversees financial risk, ERM, and cybersecurity risks; reviews vulnerability assessments and incident management procedures .

Fixed Compensation

Component (Independent Director)	Amount	Notes
Annual cash retainer	$80,000	Paid quarterly; directors may elect equity in lieu of cash; fully vest by year-end
Audit Committee Chair fee	$25,000	Additional annual cash compensation
Annual RSU grant (equity retainer)	$120,000	Granted May 2, 2024 at $11.94; vested in full Dec 31, 2024
2024 total compensation (Bordelon)	$225,000	Fees earned/paid in cash: $105,000; Stock awards: $120,000

Performance Compensation

Performance-linked elements for directors	Status
PSUs or performance metrics tied to director equity	None disclosed for directors; annual RSU retainer time-vested

Other Directorships & Interlocks

Company	Sector	Role/Committee	Potential Interlock/Conflict
America’s Car‑Mart (CRMT)	Used auto retail	Chair Audit & Compliance; Member Compensation & Human Capital	No PTLO competitor/supplier/customer linkage disclosed
University of Arkansas	Public university	EVP Finance & Administration; IT/Cyber oversight	No related‑party transactions with PTLO disclosed

Expertise & Qualifications

Finance and accounting leadership; former CFO of Sam’s Club; CPA .
Oversight of cybersecurity and IT as EVP at University of Arkansas, relevant to Audit Committee priorities .
Multi‑unit operations and management experience beneficial to restaurant-scale governance .

Equity Ownership

Item	Quantity/Status	Notes
Total beneficial ownership	99,784 shares	Less than 1% of outstanding Class A common stock
Stock options (unexercised)	47,715 options	Outstanding as of Dec 29, 2024
RSUs outstanding year‑end 2024	Not listed for Bordelon	Annual director RSUs vested fully on Dec 31, 2024
Ownership guidelines	4x annual cash Board retainer (directors)	All directors met or were on track within the 5‑year period
Hedging/Pledging	Prohibited by policy (exceptions require GC approval); pledging prohibited	Applies to directors and officers

Governance Assessment

Board effectiveness: As Audit Committee Chair and SEC-defined financial expert, Bordelon provides strong oversight of financial reporting, ERM, and cybersecurity—areas explicitly prioritized for 2025—supporting investor confidence in controls and risk management .
Independence and attendance: Independent under Nasdaq, high overall Board/Committee attendance rates, and regular executive sessions indicate engaged oversight; company-level attendance metrics suggest robust participation across the Board .
Alignment: Director compensation mix balances cash retainer with annual RSUs, plus ownership guidelines (4x cash retainer) and anti‑hedging/pledging policies, enhancing alignment with shareholders; Bordelon’s 2024 compensation totaled $225,000 with $120,000 equity .
Conflicts/related party: No related‑party transactions disclosed involving Bordelon; the proxy details RPTs (e.g., Olo via another director) but none link to her roles or interests .
RED FLAGS: None identified specific to Bordelon. No pledging, no RPTs, and compensation structure for independent directors shows standard practice (cash retainer, chair fee, annual RSUs). Continued activist engagement context (Cooperation Agreement with Engaged Capital) underscores the importance of Audit Committee leadership in risk and governance; not a Bordelon-specific conflict, but a Board‑level dynamic to monitor .