Gerard J. Hart
About Gerard J. Hart
Independent director since 2016 (Age 67), Gerard J. “G.J.” Hart chairs Portillo’s Compensation Committee and brings ~40 years of restaurant leadership, including CEO roles at Texas Roadhouse, California Pizza Kitchen, Torchy’s Tacos, and Red Robin. The Board affirms his independence under Nasdaq rules; board meeting attendance in 2024 was robust (96% overall; each director ≥75%) with frequent executive sessions, indicating active engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Red Robin Gourmet Burgers (NASDAQ: RRGB) | President & CEO | Prior to PTLO board bio, listed as former CEO by 2025 proxy | Led long-term value creation; leveraged 40 years’ industry experience |
| Torchy’s Tacos | CEO | 2018–2021 | High-growth fast-casual operator leadership |
| California Pizza Kitchen | CEO | 2011–2018 | Led brand turnaround and operations |
| Texas Roadhouse | CEO | Prior to 2011 (dates not specified); expanded from 60 to 450 locations incl. two international markets | Demonstrated “followership” and scaled multi-unit operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dutch Bros Inc. (NASDAQ: BROS) | Director | Current (2025) | Public company directorship |
| National Restaurant Association | Director/Board role | Jan. 2024–present | Industry leadership body |
| James Madison University College of Business | Board/Advisory role | 2005–present | Academic board role |
| The Hart School | Board role | 2006–present | Academic/leadership role |
| BarTrack | Board role | 2022–present | Private company board role |
Board Governance
- Committee assignments: Compensation Committee Chair; committee members include Hart, Miles, Lutzker (all independent) .
- Independence: Board determined Hart independent under Nasdaq; independent for Compensation Committee service .
- Attendance & engagement: 2024 Board held 8 meetings; average attendance 96% (Board) and 99% (Committees), each director attended ≥75%; non-management directors meet in regular executive sessions; Board conducts annual self-evaluations .
- Compensation Committee interlocks: None in 2024 (no cross-committee interlocks with other companies; no PTLO executives serving on other firms’ comp committees) .
- Consultant: Meridian Compensation Partners serves as the independent compensation consultant to the Compensation Committee .
Fixed Compensation
| Component | Policy Details | 2023 Actual (Hart) | 2024 Actual (Hart) |
|---|---|---|---|
| Annual cash Board retainer | $80,000 per independent director; payable quarterly; may elect equity in lieu of cash | $100,000 (includes chair fee) | $100,000 (includes chair fee) |
| Committee chair fee | Compensation Committee Chair: $20,000; Audit Chair $25,000; N&CG Chair $15,000 | Included in cash total above | Included in cash total above |
| Board Chair fee | $95,000 (not applicable to Hart) | — | — |
| Reimbursement | Reasonable travel expenses reimbursed | Policy disclosure | Policy disclosure |
Performance Compensation
| Component | Structure | Key Terms | 2023 Actual (Hart) | 2024 Actual (Hart) |
|---|---|---|---|---|
| Annual equity retainer (RSUs) | Time-based RSUs; grant date fair value ~$120,000 | Granted at annual meeting cycle; 2024 grant on May 2, 2024; vested fully Dec 31, 2024; forfeiture applies upon certain terminations; directors may elect cash fees in equity with full vesting by year-end | $120,000 RSUs granted April 4, 2023; vested Dec 31, 2023 | $120,000 RSUs granted May 2, 2024; vested Dec 31, 2024 |
| Grants details (pricing) | Disclosed grant pricing (for program context) | 2023 grant price $20.80; vested at $15.93 (Dec 29, 2023) | — | 2024 grant price $11.94; vested at $9.40 (Dec 31, 2024) |
Other Directorships & Interlocks
- Current public company boards: Dutch Bros Inc. (BROS) .
- Prior public company boards: Red Robin Gourmet Burgers (RRGB) – as CEO/director per 2024 proxy; 2025 proxy lists him as former CEO (no current RRGB board role disclosed) .
- Potential interlock/conflict signals: Serving on a restaurant peer board (Dutch Bros) could create information-flow sensitivities; PTLO’s Related Person Transaction Policy mandates Audit Committee review of transactions exceeding $120,000 involving directors; aside from compensation arrangements, no other related-party transactions were disclosed in the proxy .
Expertise & Qualifications
- Multi-unit restaurant operations scaling and CEO leadership across casual and fast-casual formats .
- Demonstrated capability to grow systems dramatically (Texas Roadhouse from 60→450 units), aligning with Portillo’s multi-market growth ambitions .
Equity Ownership
| Item | Detail |
|---|---|
| Unexercised options (as of Dec 29, 2024) | 59,642 unexercised stock options (director legacy awards) |
| RSUs outstanding (year-end) | 2023: 2,000 unvested RSUs reported; 2024 director RSUs vested fully by year-end, so none reported outstanding for Hart |
| Hedging/Pledging | Prohibited for directors under PTLO Insider Trading Compliance Policy |
| Director ownership guidelines | Non-employee directors: 4× annual cash Board retainer; five-year grace period; as of FY2024, all directors had satisfied or were on track to meet guidelines |
Fixed & Performance Compensation Tables (Totals)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $100,000 | $100,000 |
| Stock awards ($) | $120,000 | $120,000 |
| Total ($) | $220,000 | $220,000 |
Governance Assessment
- Strengths: Independent Compensation Committee chaired by Hart; use of independent consultant (Meridian); annual RSU program and ownership guidelines align director incentives with shareholders; strong board and committee attendance; executive sessions and annual self-evaluations support board effectiveness .
- Watch items: External board service at Dutch Bros (restaurant peer) may require continued vigilance on information handling; no related-party transactions disclosed beyond compensation, and PTLO has a formal policy and Audit Committee oversight to mitigate conflicts .
- Activism context: 2025 cooperation agreement with Engaged Capital (including board refreshment process for an operator candidate) underscores elevated governance scrutiny and the need for rigorous compensation oversight by the committee Hart chairs .
RED FLAGS (none disclosed specific to Hart): No pledging/hedging permitted; no related-party transactions involving Hart reported; compensation interlocks none in 2024. Continue monitoring for potential conflicts from external restaurant board roles .