Noah Glass
About Noah Glass
Noah Glass (age 44) is an independent director at Portillo’s Inc. since 2017. He is Founder & CEO of Olo Inc. (NYSE: OLO), a restaurant technology platform, and serves on Portillo’s Audit Committee; the Board has designated him as an “audit committee financial expert.” He is affirmed independent under Nasdaq rules and brings deep restaurant technology and information security expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Olo Inc. (NYSE: OLO) | Founder & Chief Executive Officer | Founded in 2005; CEO currently | Built cloud-based e-commerce platform for multi-location restaurant brands; powers 700+ brands and processes over 2M orders/day |
External Roles
| Organization | Role | Type | Committees/Notes |
|---|---|---|---|
| Olo Inc. | Director (public board) | Public company | OLO board service disclosed |
| Share Our Strength | Board member | Non-profit | Focused on ending childhood hunger |
| Culinary Institute of America | Board of Trustees member | Non-profit/academic | Trustee role disclosed |
Board Governance
- Committee assignments: Audit Committee member (Audit membership: Ann Bordelon—Chair, Paulette Dodson, Noah Glass, Jack Hartung) .
- Independence: Board affirms Glass as independent (Audit-eligible under Nasdaq and Exchange Act Rule 10A-3) .
- Attendance and engagement: Board held 8 meetings in 2024; each director attended at least 75% of applicable meetings; average attendance 96% for Board and 99% for Committees; Audit Committee met 8 times in 2024 .
- Executive sessions: Non-management directors meet regularly in executive session without management .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Standard independent director cash retainer |
| Committee chair fees | $0 | Not a chair; chair fees only for Board ($95k), Audit ($25k), Compensation ($20k), Nominating ($15k) |
| Total cash fees | $80,000 | Fees earned/paid in cash |
| Equity retainer (RSUs) | $120,000 fair value | Annual RSUs grant; directors may elect cash in equity |
| Total director compensation | $200,000 | Sum of cash and stock awards |
Performance Compensation
Director equity is time-based (no performance metrics are applied to director grants).
| Award Type | Grant Date | Grant-Date FMV | Vesting | Additional Terms |
|---|---|---|---|---|
| RSUs (annual director grant) | May 2, 2024 | $120,000 | Vested in full on Dec 31, 2024 | Forfeiture if service terminates (death/disability exceptions) |
| Stock options (unexercised) | — | — | — | 59,644 unexercised stock options outstanding as of Dec 29, 2024 |
No director-level performance metrics (e.g., revenue/EBITDA/TSR) are tied to director equity awards; they are time-vested RSUs .
Other Directorships & Interlocks
| Counterparty | Relationship to PTLO | FY 2024 Amounts | Balance Outstanding | Governance Treatment |
|---|---|---|---|---|
| Olo Inc. (led by Glass) | Vendor platform used for mobile ordering and delivery | Cost of goods sold excl. D&A: $1,996k; Other op. expenses: $477k; Net Olo-related costs: $2,473k | $0.4m payable to Olo at Dec 29, 2024 | Covered by Related Person Transaction Policy; Audit Committee oversees, approves, and reviews related party transactions |
RED FLAG: Related-party vendor exposure (Olo) creates potential conflict of interest given Glass’s Olo leadership. Mitigants: formal Related Person Transaction Policy with Audit Committee oversight; Glass is independent and the Audit Committee is fully independent .
Expertise & Qualifications
- Restaurant technology pioneer; Olo powers >700 brands, >2M orders/day; strong IT and security understanding .
- Audit Committee financial expert designation; Audit Committee oversees financial reporting, controls, ERM, cybersecurity .
- Strategic board experience across tech and restaurant sectors .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Noah Glass | 110,749 | <1% | Held via Glass Family Trust dated Dec 29, 2016 |
| Options outstanding | 59,644 (unexercised) | — | As of Dec 29, 2024 |
| RSUs outstanding | Not listed | — | 2024 RSUs vested fully by Dec 31, 2024 |
Stock ownership guidelines for directors: 4x annual cash Board retainer; compliance assessed using 90-day average price; five-year grace period; as of FY 2024, all directors had satisfied or were on track. Hedging and pledging of company securities is prohibited under the Insider Trading Compliance Policy .
Governance Assessment
- Strengths: Independent status; Audit Committee membership and financial expertise; strong attendance and engagement; robust ownership guidelines; prohibited hedging/pledging; clawback policy established; no compensation committee interlocks reported in 2024 .
- Risks/RED FLAGS: Related-party transactions with Olo under Glass’s leadership; continued monitoring warranted to ensure recusals and strict adherence to Related Person Transaction Policy and Audit Committee oversight .
- Compensation alignment: Director pay mix balanced between cash and time-based RSUs; no performance-linked metrics at the director level, which is typical but reduces pay-for-performance signaling for directors; still supported by ownership guidelines to ensure alignment .
Compensation Committee Interlocks: None in 2024; no insider participation interlocks identified .
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