Michelle Hook

About Michelle Hook

Michelle Hook (age 50) is Portillo’s Chief Financial Officer and Treasurer, overseeing Finance, Supply Chain, and IT since joining in December 2020; she holds an MBA (University of Michigan), a B.A. in Accounting (Michigan State), and is a CPA . Company performance in 2024: Revenues $710.6M, Adjusted EBITDA $104.8M, Net Income $35.1M, Restaurant-Level Adjusted EBITDA $168.1M, same-restaurant sales -0.6%, and 10 new restaurants (+12% unit growth) . Since the IPO, a $100 initial investment in PTLO had a value of $30.86 at year-end 2024; 2024 Adjusted EBITDA was $104.8M versus the 2024 STIP target of $110.7M, resulting in a 70.5% payout for the Adjusted EBITDA component .

Past Roles

Organization	Role	Years	Strategic Impact
Domino’s	VP Finance for Global FP&A & Investor Relations; VP Global Operations; prior accounting/finance roles	17+ years	Led global FP&A, strategic finance analytics, IR, U.S. franchise ops/marketing, technology; IPO team (2004); recap teams
Holcim	Finance	n/a	Finance roles at global cement manufacturer
Arthur Andersen LLP	Senior Auditor	n/a	Public audit experience; foundational accounting rigor

External Roles

No public-company board service or external directorships disclosed for Hook .

Fixed Compensation

Metric	2023	2024	Notes
Base Salary (rate)	$455,260	$468,918	Committee increased NEO base salaries for 2024; no increases going into 2025
Salary Paid	$452,729	$466,547	Summary Compensation Table amounts
Target Bonus %	50% (offer letter, later increased)	75% (STIP target for 2024)	2024 STIP weighting: 75% Company (Adj. EBITDA), 25% Individual

Performance Compensation

Short-Term Incentive (STIP) – 2024

Component	Weighting	Target/Threshold/Max	Outcome	Payout
Adjusted EBITDA	75%	Target $110.7M; Threshold 50% payout; Max 200%	Actual $104.760M	70.5% of component
Individual Performance	25%	Assessed vs strategic pillars and leadership	Hook assessed at 70.5%	70.5% of component
CFO STIP Target ($)	—	$351,689	—	—
CFO 2024 Actual Bonus ($)	—	—	Adj. EBITDA $185,955; Individual $61,985	Total $247,940

Long-Term Incentive (LTI) – 2024 Grants and Structure

Grant Type	CFO Target Grant Value	Shares/Terms	Vesting
RSUs	$500,000	41,876 RSUs (5/2/2024)	Ratably over 3 years (1st–3rd anniversaries)
PSUs	$500,000 (target)	41,876 target PSUs (5/2/2024)	Earned over 2024–2026 based on 3-year Cumulative Revenue and Adjusted EBITDA

PSU Performance Curves (each metric 50% weight):

Revenue Growth: Below $225M → 0%; $225M → 50%; $320M → 100%; ≥$380M → 200% of target .
Adjusted EBITDA Growth: Below $25.0M → 0%; $25.0M → 50%; $40.0M → 100%; ≥$58.0M → 200% of target . Linear interpolation applies between levels; change-in-control and retirement provisions may accelerate per plan terms .

2024 Equity Vesting/Realization

Metric	Value
RSUs vested (shares)	25,000 shares; value realized $314,250

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership	165,899 shares; <1% of outstanding Class A
Outstanding Options (exercisable)	97,339 at $5.77 (3/2/2021); expires 3/2/2031
Outstanding Options (unexercisable/performance)	24,335 at $5.77 (3/2/2031); 175,901 performance-based at $20.00 (10/21/2031)
2024 Unvested RSUs	41,876; MV $376,046 at $8.98 (12/27/2024)
2024 Unvested PSUs (target)	41,876; MV $376,046 at $8.98 (12/27/2024)
Ownership Guidelines	CFO required ≥3x annual base salary; 5-year grace period from 10/21/2021 or hire; all management on track or compliant as of FY2024
Hedging/Pledging	Prohibited for directors/officers; pledging not permitted; limited exceptions via GC review

Note: As of Dec 27, 2024 price $8.98, in-the-money value for 97,339 options at $5.77 ≈ $3.21 per share, ~ $312k (derived from disclosed counts and price) .

Employment Terms

Term	Detail
Offer Letter	11/16/2020; at-will; initial base salary $350,000; target annual cash bonus 50% starting 2021; eligible for equity
Sign-on Bonus	$115,000; subject to repayment upon certain terminations before 2nd anniversary
ESPP Participation	Participated; ESPP purchases at up to 15% discount; 2024 ESPP amount $2,972 in “All other compensation”
Perquisites (2024)	Health insurance $29,456; Personal financial management $13,938; cellphone stipend $780
Clawback	Nasdaq Listing Rule 5608-compliant Incentive-Based Compensation Recovery Policy adopted Oct 2023; additional clawback rights in 2021 Equity Plan/employment agreements
Hedging/Pledging	Prohibited per Insider Trading Compliance Policy

Severance and Change-of-Control Economics (Senior Executive Severance Plan)

Scenario	Severance	STI	Equity Awards	Health Benefits	Other
Termination Without Cause / Good Reason	$468,918	$247,940	$1,040,493	$29,929	—
Change-in-Control (Double Trigger)	$937,836	$495,881	$2,456,517	$29,929	$25,000 outplacement

Notes: Double trigger required for CoC benefits; pre/post-CoC severance multiples for NEOs are 1.0x base salary (non-CoC) and 2.0x base salary+target bonus (CoC) for NEOs (CEO at 1.5x/3.0x) .

Multi‑Year Compensation (Summary Compensation Table)

Year	Salary ($)	Stock Awards ($)	Option Awards ($)	Non‑Equity Incentive ($)	All Other ($)	Total ($)
2024	466,547	1,000,000	—	247,940	47,146	1,761,633
2023	452,729	—	—	437,732	49,786	940,247
2022	438,740	110,497	—	—	42,505	591,742

Board Governance and Peer Group Context

Compensation Committee priorities in 2024 included benchmarking LTI plans, revising peer group, severance provisions, and CoC policy to align with shareholder interests and retention .
2024 peer group included restaurant operators across QSR, fast casual, and casual dining (e.g., Cracker Barrel, Cheesecake Factory, Wendy’s, Papa John’s, Dutch Bros, First Watch, CAVA, Sweetgreen, Wingstop) .

Performance & Track Record Indicators

Indicator	2024 Result
Revenues	$710.6M
Adjusted EBITDA	$104.8M
Net Income	$35.1M
Same-restaurant sales	-0.6%
Unit Growth	+12% (10 openings)
TSR ($100 since IPO)	$30.86 at 2024 YE

Hook’s compensation is materially tied to Adjusted EBITDA and multi-year growth metrics (Revenue and Adjusted EBITDA), with 2024 STIP and LTI structures reinforcing pay-for-performance and retention .

Compensation Structure Analysis

Shift back to equity for NEOs: 2024 reintroduced RSUs and PSUs after no annual LTI grants in 2022–2023 (except new-hire awards), increasing at-risk, performance-linked compensation for Hook .
At-risk design: STIP weighted 75% to Adjusted EBITDA; PSUs tied to 3-year cumulative Revenue and Adjusted EBITDA growth with 0–200% payout curves .
Governance protections: Double-trigger CoC; clawback policy; hedging/pledging prohibitions; ownership guidelines (3x salary for CFO) .

Risk Indicators & Red Flags

Insider selling pressure: Annual RSU vesting creates periodic supply; Hook vested 25,000 RSUs in 2024 (value $314,250), though ownership guidelines restrict selling until compliant .
Pay-versus-performance: Company fell short of 2024 Adjusted EBITDA target ($110.7M vs $104.8M), driving reduced STIP payouts; PSUs may also be sensitive to growth outcomes .
Activism backdrop: Cooperation Agreement with Engaged Capital (April 28, 2025) could influence strategic priorities and oversight of compensation/performance alignment, albeit board-driven .

Investment Implications

Alignment: Hook’s mix of RSUs/PSUs (50/50) and ownership guidelines support long-term alignment; hedging/pledging prohibitions reduce misalignment risk .
Retention: Significant unvested equity (RSUs/PSUs) plus double-trigger CoC economics and severance underpin retention through the 2024–2026 PSU cycle; near-term attrition risk appears contained .
Performance sensitivity: The 3-year PSU curves make equity outcomes highly dependent on executing unit growth and traffic/margin recovery; watch quarterly Adjusted EBITDA and revenue trajectory versus PSU thresholds ($225M/$320M/$380M revenue growth and $25M/$40M/$58M Adjusted EBITDA growth over the 3-year period) for probabilistic payout mapping .
Trading signals: RSU vesting dates and potential option exercises (notably $5.77 strikes in-the-money at $8.98 YE 2024) can create episodic supply; monitor blackout periods and compliance constraints, as selling is restricted if ownership guidelines are unmet .