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 .