Joshua A. Lutzker

About Joshua A. Lutzker

Independent director since 2014 (age 50), currently Managing Director at Berkshire Partners LLC and Chair of Portillo’s Nominating & Corporate Governance Committee; also serves on the Compensation Committee and is affirmed independent under Nasdaq rules. His background centers on scaling consumer brands and multi-unit operators, with board service at Aritzia, Mielle Organics, and National Carwash Solutions, aligning with Portillo’s brand growth and governance priorities .

Past Roles

Organization	Role	Tenure	Committees/Impact
Berkshire Partners LLC	Managing Director; co-leads Business & Consumer practice	Not disclosed	Consumer brand growth, multi-unit retail operators
Aritzia	Board member	Not disclosed	Consumer brand scaling
Mielle Organics	Board member	Not disclosed	Consumer brand scaling
National Carwash Solutions	Board member	Not disclosed	Multi-unit operations; other directorship listed in proxy

External Roles

Organization	Role	Tenure	Notes
Boston Symphony Orchestra (not-for-profit)	Board member	Not disclosed	Listed as “Other Directorships”

Board Governance

Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation .
Committee meeting cadence (2024): Nominating & Governance met 6 times with 2025 priorities in director refresh, shareholder engagement, education; Compensation met 7 times with 2025 priorities in executive development, succession planning, documentation alignment .
Independence: Board determined Lutzker is independent (along with all directors except the CEO), including additional Nasdaq criteria for Compensation Committee independence .
Attendance: Board held 8 meetings; each director attended ≥75% of applicable meetings; average Board attendance 96% and committee attendance 99%; 100% director attendance at 2024 Annual Meeting .
Executive sessions: Non-management directors meet regularly in executive session without management .

Fixed Compensation

Component (2024)	Amount	Notes
Annual cash retainer (program level)	$80,000	Program-level cash for independent directors
Committee chair fee (Nom/Gov)	$15,000	Program-level chair fee
Fees earned or paid in cash (Lutzker actual)	$0	Lutzker elected equity in lieu of cash
Stock awards (Lutzker actual)	$215,000	RSUs granted May 2, 2024, GD fair value; directors may elect cash in equity
RSU grant details (program)	$120,000 grant-date fair value; vested Dec 31, 2024	Granted May 2, 2024 at $11.94; vested at $9.40; forfeiture on termination (except death/disability)

Performance Compensation

Director equity is time-based; no performance-vested metrics disclosed for directors. Compensation Committee uses pay-for-performance for executives; director pay comprises cash retainer, committee fees, and annual RSUs .

Metric	Target	Outcome	Use in Director Pay
Performance metrics (director awards)	None	N/A	Director equity is time-vested RSUs; no PSU metrics for directors

Other Directorships & Interlocks

Current public company boards: None disclosed for Lutzker in proxy; prior board roles include Aritzia, Mielle Organics, and National Carwash Solutions .
Major shareholder affiliation: Berkshire-managed funds own ~18.73% of Class A; Lutzker has a pecuniary interest but disclaims beneficial ownership of Berkshire entities’ shares beyond that interest .
Committee composition nuance: Compensation Committee members (Hart Chair, Miles, Lutzker) are independent; however Miles and Lutzker are not “non-employee directors” under Rule 16b-3, so full Board approves equity grants to directors/officers while they serve—an important governance control to avoid technical conflicts .
Compensation Committee interlocks: None; no cross-committee interlocks with other companies in 2024 .
Other board-related party context: Olo (CEO Noah Glass is a PTLO director) provided $2.473M services in FY2024; overseen under related party policies (relevant to overall board governance environment) .

Expertise & Qualifications

Decades of experience expanding brand presence and accelerating growth in consumer-facing companies; accomplished director for several multi-unit retail operators .

Equity Ownership

Item	Detail
Beneficial ownership (Lutzker)	36,739 shares; less than 1% of Class A outstanding
Options outstanding	No options disclosed for Lutzker among director option holdings at FY2024
RSUs/vesting	Annual RSUs fully vested on Dec 31, 2024 per program terms
Stock ownership guidelines (directors)	4x annual cash Board retainer; assessed using prior 90-day average price; 5-year grace period starting Oct 21, 2021; all directors met or are on track as of FY2024
Hedging/pledging	Prohibited for directors unless pre-approved; pledging prohibited

Governance Assessment

Strengths:
- Independent director with relevant consumer-brand and multi-unit retail expertise; chairs Nominating & Governance amid active refresh/engagement agenda .
- High board and committee attendance culture; regular executive sessions; formal self-evaluations and continuing education enhance board effectiveness .
- Clear director ownership guidelines; hedging/pledging restrictions; ability to take fees in equity aligns interests with shareholders .
Risks and potential conflicts:
- Berkshire is the largest holder; Lutzker’s Berkshire affiliation and Miles’s advisory role create influence across Compensation and Nominating committees—mitigated by formal independence determinations and full Board approval of equity awards when Rule 16b-3 non-employee status is not met (note the nuance) .
- Related-party dynamics with Berkshire (registration rights; $115.0M secondary-related purchases in Q1’24) require continued rigorous Audit Committee oversight to avoid preferential treatment perceptions .
- Activist engagement (Engaged Capital cooperation agreement) adds scrutiny; as Nom/Gov Chair, Lutzker’s role in candidate identification should remain transparent and balanced to maintain investor confidence .
Signals:
- Program-level director pay stability; Lutzker’s 2024 equity election (no cash) increases alignment optics, but absence of performance conditions in director equity is standard for U.S. boards .
- Robust shareholder engagement and willingness to cooperate with activists suggest responsiveness; continued diversity and skill refresh focus supports long-term governance quality .