Jack Hartung

About Jack Hartung

Jack Hartung (age 67) joined Portillo’s Board in January 2025 as an independent director and member of the Audit Committee. He is President and Chief Strategy Officer at Chipotle Mexican Grill; previously he served as Chipotle’s Chief Financial and Administrative Officer, overseeing finance, accounting, supply chain, strategy, and safety/asset protection. He is recognized as an Audit Committee Financial Expert and brings 40 years of finance and accounting experience in public and private companies. Awards cited include “CFO of the Year” (Orange County Business Journal) and “Best CFO” (Institutional Investor). Public company boards: none; other directorships include The Honest Company, Inc. and ZocDoc, Inc.

Past Roles

Organization	Role	Tenure	Committees/Impact
Chipotle Mexican Grill (NYSE: CMG)	Chief Financial & Administrative Officer	2002–prior to current role	Led finance/accounting; also responsible for supply chain, strategy, safety and asset protection
Chipotle Mexican Grill (NYSE: CMG)	President & Chief Strategy Officer	Current	Drives corporate strategy; helped scale to 3,600+ restaurants globally

External Roles

Organization	Role	Tenure	Committees/Impact
Chipotle Mexican Grill (NYSE: CMG)	President & Chief Strategy Officer	Current	Executive leadership and strategy
The Honest Company, Inc.	Director (other directorship)	Not disclosed	Not disclosed in PTLO proxy
ZocDoc, Inc.	Director (other directorship)	Not disclosed	Not disclosed in PTLO proxy

Board Governance

Independence: The Board determined Hartung is independent under Nasdaq rules; he is also independent for Audit Committee service and designated an “Audit Committee Financial Expert.”
Committees: Audit Committee member. Not a chair. Audit Committee held 8 meetings in 2024; 2025 priorities include cybersecurity, artificial intelligence, and ERM.
Tenure: Director since January 2025 (newest appointee for 2025 slate).
Board engagement benchmarks (Board-wide, FY2024): 96% average Board attendance; 99% average Committee attendance; non-management directors meet regularly in executive session. (Hartung joined in 2025, so 2024 metrics predate his appointment.)

Fixed Compensation

Component	Amount/Terms	Vesting/Notes
Annual cash retainer (Independent Directors)	$80,000	Payable quarterly in arrears; directors may elect equity in lieu of cash (equity fully vests by year-end)
Board Chair fee	$95,000 (additional)	Applies only to Board Chair
Committee Chair fees	Audit: $25,000; Compensation: $20,000; Nominating & Gov: $15,000	Applies to respective chairs

2024 Director Compensation (paid for 2024 service; Hartung joined in 2025)

Name	Fees Earned ($)	Stock Awards ($)	Total ($)
Jack Hartung	—	—	—

Performance Compensation

Instrument	Target Value	Vesting	Performance Metrics
Annual RSU retainer	$120,000 grant-date fair value	One-year vest (vested in full on Dec 31 for 2024 grants); prorated for mid-year appointees	None (time-based RSUs only)

No director short-term or PSU performance plan is disclosed; the independent director equity program is time-based.

Other Directorships & Interlocks

Company	Type	Potential Interlock/Conflict Consideration
Chipotle Mexican Grill (NYSE: CMG)	Executive role	Fast-casual peer; Board deemed Hartung independent and qualified for Audit Committee. No related-party transactions disclosed with Hartung. Oversight of related-party matters sits with PTLO’s Audit Committee. Monitoring of information sharing/recusal from competitively sensitive topics is a standard governance expectation.
The Honest Company, Inc.	Other directorship	Consumer products; no PTLO related-party transactions disclosed.
ZocDoc, Inc.	Other directorship	Healthcare technology; no PTLO related-party transactions disclosed.

Note: PTLO’s only disclosed director-related related-party transaction in 2024 involved Olo (vendor), where PTLO director Noah Glass is CEO; no connection to Hartung. Net 2024 Olo costs were $2.473m; $0.4m payable at FY-end.

Expertise & Qualifications

Audit/finance expertise: 40 years in finance/accounting; designated Audit Committee Financial Expert.
Scaling/multi-unit operations: Helped lead Chipotle’s expansion to 3,600+ restaurants across multiple countries.
Capital markets/IR: Experienced with investor relations and shareholder communications.
Recognition: “CFO of the Year” (Orange County Business Journal); “Best CFO” (Institutional Investor).

Equity Ownership

Holder	Shares Beneficially Owned	% of Class A Outstanding	As-of Date
Jack Hartung	72,500	<1%	April 11, 2025

Stock ownership guidelines (alignment)

Position	Ownership Requirement
Non-employee Directors	4x annual cash Board retainer; 5-year compliance window; hedging and pledging prohibited. As of FY2024-end, all Directors were compliant or on track.

Governance Assessment

Positives for investor confidence:
- Independence and Audit depth: Board-designated independent director and audit financial expert, strengthening Audit Committee oversight capacity.
- Alignment mechanisms: Director equity retainer; option to take cash fees in equity; 4x retainer ownership guideline; explicit prohibitions on hedging/pledging.
- Experience signal: Senior operator/strategist at a scaled, high-performing fast-casual chain, bringing benchmarking insights on unit economics, supply chain, and investor communications.
Risk indicators and monitoring items:
- Potential competitive sensitivity: As a current Chipotle executive, perceived conflict risk exists around competitively sensitive strategy. The Board’s independence determination and standard committee practices mitigate this, but continued recusal and information-barrier discipline should be monitored by the Nominating & Governance Chair and General Counsel. No related-party transactions with Hartung were disclosed.
- Attendance: Board-wide attendance was strong in 2024; Hartung joined in 2025 (no prior-year attendance data specific to him disclosed).
Compensation structure (directors): Market-standard cash retainer plus time-based RSUs; no performance-conditioned equity for directors—appropriate for non-executive oversight while maintaining alignment.

RED FLAGS: None disclosed for Hartung specifically (no related-party transactions, no hedging/pledging, independence affirmed). The primary area to monitor is competitive sensitivity given his Chipotle executive role; ensure robust recusal protocols for strategy topics that could create conflicts.