Kelly Kaiser
About Kelly Kaiser
Kelly Kaiser is Portillo’s General Counsel and Corporate Secretary, appointed in 2023; she previously served as General Counsel at Life Fitness and held increasing-responsibility legal roles at Brunswick Corporation, including managing the Bowling & Billiards legal function. She holds a B.A. in Political Science and a J.D. from the University of Kentucky and is 50 years old . During her tenure, Portillo’s fiscal 2024 results included 4.5% revenue growth to $710.6M, Adjusted EBITDA growth of 2.4% to $104.8M, and Restaurant-Level Adjusted EBITDA growth of 1.8% to $168.1M . Company short-term incentives emphasized Adjusted EBITDA and individual performance, with 2024 payouts below target reflecting missed financial targets and new restaurant openings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Life Fitness | General Counsel | Not disclosed | Led corporate legal function as GC |
| Brunswick Corporation | Legal roles incl. Bowling & Billiards legal function management | Not disclosed | Managed Bowling & Billiards legal function; progressed through increasing responsibility |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or external board roles disclosed in proxy |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Target Bonus ($) | Actual Bonus Paid ($) |
|---|---|---|---|---|
| 2024 | 380,000 | 60% | 228,000 | 160,740 |
| 2023 | 375,000 | 50% (pro-rated) | — | — (not a NEO in 2023) |
Performance Compensation
2024 Short-Term Incentive (STI) Results
| Component | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA | 75% | $110.7M for 100% payout | $120,555 (Kaiser component) | 70.5% | Below target company performance yielded payout at 70.5% |
| Individual Performance | 25% | Objectives aligned to strategic pillars | $40,185 (Kaiser component) | 70.5% | Committee approved CEO recommendations; company achievements noted but overall targets missed |
2024 Long-Term Incentive (LTI) Design (PSUs)
| Metric | Weighting | Threshold | Target | Maximum | Vesting |
|---|---|---|---|---|---|
| 3-year cumulative Total Revenue growth dollars | 50% | $225M → 50% | $320M → 100% | ≥$380M → 200% | Earned over 2024–2026; settles after performance period |
| 3-year cumulative Adjusted EBITDA growth dollars | 50% | $25.0M → 50% | $40.0M → 100% | ≥$58.0M → 200% | Earned over 2024–2026; settles after performance period |
2024 Executive Awards Granted to Kelly Kaiser
| Award Type | Grant Date | Shares | Vesting Schedule | Grant Date Fair Value ($) |
|---|---|---|---|---|
| RSU | 5/2/2024 | 18,844 | Vests ratably over first three anniversaries of grant | 225,000 |
| PSU (target) | 5/2/2024 | 18,844 | 3-year performance (2024–2026) based on revenue and Adjusted EBITDA growth dollars | 225,000 |
| Performance-based stock options | 9/5/2023 | 34,782 (unearned) | Performance-based; expires 9/5/2033; exercise price $17.86 | New-hire option grant valued at $120,000 (offer letter) |
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class A shares) | 1,460 | Less than 1% of Class A outstanding |
| Unvested RSUs (as of 12/29/24) | 2,986 (2023 grant) | From 9/5/2023 grant |
| Unvested RSUs (2024 grant) | 18,844 | Granted 5/2/2024; 3-year ratable vest |
| Unvested PSUs (target, 2024 grant) | 18,844 | Earn-out contingent on 3-year performance |
| Performance options outstanding | 34,782 at $17.86, exp. 9/5/2033 | Unearned performance-based options |
| Stock ownership guidelines | 3x annual base salary for other C-suite officers | 5-year compliance window; selling restricted until compliant |
| Hedging/Pledging | Prohibited by Insider Trading Policy | GC may approve hedging only in limited cases; pledging banned |
| Clawback policy | Incentive-based compensation recovery adopted Oct 2023 | No clawbacks applied as of proxy date |
Employment Terms
| Item | Terms |
|---|---|
| Employment agreement | At-will; Kaiser Offer Letter dated July 10, 2023 |
| Initial compensation (offer) | Base salary $375,000; target annual cash bonus 50% (pro-rated in FY2023) |
| New-hire equity (offer) | Stock options valued $120,000 and RSUs valued $80,000 |
| Severance (no CIC) | 1.0x base salary plus pro-rated annual bonus, prior-year bonus if unpaid, outplacement, subsidized COBRA |
| Severance (double-trigger CIC within 24 months) | 2.0x (sum of base salary + target annual bonus) plus pro-rated target bonus, prior-year bonus if unpaid, outplacement (up to $25,000), subsidized COBRA; equity accelerates per plan/award terms |
| Quantified CIC economics (illustrative at 12/29/24) | Severance $760,000; STI $321,480; Equity awards $677,595; Outplacement $25,000 |
| Equity vesting on CIC | Unvested equity vests if double-trigger or award not assumed by surviving entity |
| Deferred compensation | No NEOs participated in non-qualified deferred compensation |
Additional Company Context Relevant to Incentives
- Elements and weighting: STI weighted 75% company Adjusted EBITDA and 25% individual performance; 2024 payout was 70.5% reflecting below-target financial outcomes .
- 2024 LTI mix: For NEOs (other than CEO), 50% PSUs tied to 3-year revenue and Adjusted EBITDA growth dollars, and 50% time-based RSUs (3-year ratable vest) .
- Compensation governance: Compensation Committee engages Meridian Compensation Partners as independent consultant and benchmarks against peers; robust ownership/trading policies and clawback are in place .
- Say-on-pay support: 2025 advisory vote approved with 51,681,890 For, 2,492,248 Against, 163,823 Abstain (broker non-votes 12,199,912) .
Investment Implications
- Pay-for-performance linkage: Kaiser’s STI is heavily tied to Adjusted EBITDA (75%) with a balanced individual component; 2024 payouts at 70.5% suggest discipline when company performance misses targets, reinforcing alignment and limiting windfalls .
- Retention mechanics: Three-year RSU vesting and three-year PSU performance period (with up to 200% payout at maximum) create multi-year hold and performance alignment; combined 2024 LTI target value for Kaiser was $450,000 split equally between PSUs and RSUs .
- Ownership alignment: Kaiser’s current beneficial ownership is small in absolute terms (<1%), but significant unvested RSUs/PSUs and performance-based options provide forward-looking equity exposure contingent on performance; pledging/hedging prohibitions and ownership guidelines further strengthen alignment .
- Change-of-control economics: Double-trigger CIC severance (2.0x salary+target bonus) plus equity acceleration ensures retention through transactions while avoiding single-trigger windfalls; quantified CIC scenario implies meaningful but not excessive payout .
- Governance and shareholder sentiment: Strong say-on-pay approval at the 2025 meeting and existing clawback/ownership policies reduce compensation-related red flags and suggest investor support for the program’s structure .
- Execution risk: The company noted missed key financial targets and new openings in 2024, which can constrain incentive payouts and underscores the importance of operational delivery for PSU outcomes over 2024–2026 .