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 .