Eugene I. Lee, Jr.

About Eugene I. Lee, Jr.

Eugene (Gene) I. Lee, Jr. is an experienced restaurant operator and board leader appointed to Portillo’s Board on June 16, 2025, later designated Lead Independent Director on September 22, 2025 . He previously served as CEO of Darden Restaurants (2015–2022) and Chairman of Darden’s Board (2021–2023), bringing deep operating and multi-brand experience to PTLO’s boardroom . Age and education were not disclosed in PTLO filings; tenure at PTLO began in mid-2025 .

Past Roles

Organization	Role	Tenure	Committees/Impact
Darden Restaurants	Chief Executive Officer	2015–2022	Led multi-brand operations; public company CEO experience
Darden Restaurants	Chairman of the Board	2021–2023	Governance and board leadership

External Roles

Organization	Role	Tenure	Notes
Darden Restaurants	Chairman, then former CEO	2021–2023 (Chair); 2015–2022 (CEO)	Public company board/leadership; no PTLO-related party tie disclosed

Board Governance

Independence and leadership: Appointed Lead Independent Director on Sept 22, 2025, signaling independent oversight during CEO transition .
Committee assignments: Appointed to the Compensation Committee effective June 16, 2025 . Also served on the Board’s CEO Search Committee alongside Dodson, G.J. Hart, and Miles .
Attendance: PTLO reported 2024 average attendance of 96% for Board and 99% for Committees; Lee joined in 2025 (director-specific 2025 attendance not disclosed) .
Executive sessions: Non-management directors meet regularly without management (ongoing practice) .
Governance context: Activist engagement led to a cooperation agreement with Engaged Capital in 2025, with board refresh priorities; not specific to Lee but relevant to oversight environment .

Fixed Compensation

Component	PTLO Independent Director Program	Detail
Annual Cash Retainer	$80,000	Paid quarterly; directors may elect equity in lieu of cash
Board Chair Fee	$95,000	Additional to retainer
Committee Chair Fees	Audit $25,000; Compensation $20,000; N&G $15,000	Additional to retainer
Reimbursement	Reasonable travel expenses	Standard policy

Note: Lee’s specific 2025 director fees/RSUs were not itemized in filings; program terms shown above apply generally .

Performance Compensation

Equity Award	Grant Mechanics	Vesting	Notes
Annual RSU Retainer (Independent Directors)	Grant-date fair value approx. $120,000 (rounded down to whole shares)	Vests in full on Dec 31 of the grant year; forfeiture upon service termination (except death/disability)	Directors can elect cash fees in equity; RSUs time-based (no performance conditions)

Director equity is time-vested; no explicit performance metric (e.g., EBITDA/TSR) applies to director RSUs .

Other Directorships & Interlocks

Company	Sector	Role	Potential Interlock Risk
Darden Restaurants	Casual dining restaurant group	Former CEO; former Chairman	No PTLO related-party transaction disclosed; Darden operates full-service concepts distinct from PTLO’s fast-casual model

Expertise & Qualifications

Operator’s operator: Described by PTLO management as an “operator’s operator,” providing hands-on operating expertise and guidance during a business reset .
Public company governance: CEO and Chairman experience at Darden enhances compensation oversight and strategic governance capacity .
Search Committee participation: Role in CEO search indicates trust in leadership judgment and board process engagement .

Equity Ownership

Ownership guidelines: Non-employee directors must hold equity equal to 4x the annual cash board retainer; assessed with a five-year compliance window and restrictions on stock sales if below guideline .
Hedging/pledging: Directors prohibited from hedging and pledging company securities under Insider Trading Compliance Policy .
Beneficial ownership disclosure: April 11, 2025 ownership table predates Lee’s appointment; therefore, his specific PTLO shareholdings were not listed in that table .

Governance Assessment

Positives
- Independent leadership: Lead Independent Director designation strengthens board oversight during CEO transition and strategic reset .
- Compensation oversight: Placement on Compensation Committee aligns with prior CEO/chair experience, suggesting robust pay governance .
- Board engagement: Participation on the CEO Search Committee signals active board involvement in leadership succession .
- Alignment policies: Director ownership guidelines and hedging/pledging prohibitions support shareholder alignment and risk discipline .
Watch items
- Ownership alignment visibility: Lee’s PTLO beneficial ownership not in the April 2025 table due to timing; updated holdings and any Form 3/4 filings were not detailed in the documents reviewed .
- Compensation detail: Individual director grant/fee disclosures for Lee’s partial-year 2025 service were not itemized; confirm pro-ration and RSU terms in subsequent proxy .
Conflicts/related-party exposure
- No related-party transactions disclosed involving Lee; Olo-related transactions pertain to another director (Noah Glass), not Lee . Engaged Capital cooperation noted as a governance backdrop, not a Lee-specific conflict .