Paulette Dodson

About Paulette Dodson

Independent director at Portillo’s (PTLO) since 2021; age 61. A 30+ year legal executive and former General Counsel/Corporate Secretary at Alight (NYSE: ALIT), PetSmart, and Sara Lee; BA City College of New York and JD Cornell University. Currently serves on the Audit Committee and the Nominating & Corporate Governance Committee; Board has determined she is independent and eligible for Audit Committee service under Nasdaq and SEC rules .

Past Roles

Organization	Role	Tenure	Committees/Impact
Alight, Inc. (NYSE: ALIT)	General Counsel & Corporate Secretary	May 2018–2022	Trusted advisor to CEO/Board; governance and compliance leadership
PetSmart, Inc.	SVP, General Counsel & Corporate Secretary	Jul 2012–May 2018	Corporate governance, legal risk management
Sara Lee Corporation	SVP, General Counsel & Corporate Secretary (among other roles)	Prior to 2012	Governance, legal, corporate secretary functions

External Roles

Organization	Role	Tenure	Committees/Impact
Bark, Inc. (NYSE: BARK)	Director	Current	Corporate Governance and Nominating Committee member
Trupanion (Nasdaq: TRUP)	Director	Current	Not specified in proxy bio
United Way of Metro Chicago	Director (not-for-profit)	Current	Not specified
Mather	Director (not-for-profit)	Current	Chair, Corporate Governance & Nominating; Member, Executive/Compensation
Smithbucklin (non-public board)	Director	Current	Audit Committee member

Board Governance

Committee Memberships: Audit; Nominating & Corporate Governance. Audit Committee met 8 times in FY2024 and oversees financial reporting, internal control, risk (cybersecurity/IT), and auditor independence; current members include Bordelon (Chair), Glass, Dodson, Hartung . Nominating & Corporate Governance met 6 times in FY2024; members include Lutzker (Chair), Dodson, Miles Jr.; priorities include board refreshment, shareholder engagement, and director continuing education .
Independence: Board affirmed Dodson is independent; also qualified for Audit Committee independence under Nasdaq and Rule 10A‑3 .
Attendance: FY2024 overall Board meeting attendance 96%; overall Board and Committee attendance 99%; Annual Meeting attendance 100% . In 2022, each director attended ≥75% of applicable meetings .
Related Party Controls: Formal Related Person Transaction Policy administered by Audit Committee; ongoing review; notices routed through General Counsel; approval only if in Company’s best interests .

Fixed Compensation

Component	Amount ($)	Notes
Annual Cash Retainer (Independent Director)	80,000	Paid quarterly; directors may elect to receive cash fees in equity (fully vested by year-end)
Committee Chair Fees (if applicable)	Audit Chair: 25,000; Compensation Chair: 20,000; Nominating & Governance Chair: 15,000	Dodson is a member (not chair); chair fees not applicable to her
Board Chair Fee (additional)	95,000	Not applicable to Dodson
Meeting Fees	None disclosed	Program uses retainers; no per-meeting fees noted

2024 Director Compensation (individual):

Name	Fees Earned/Paid in Cash ($)	Stock Awards ($)	Total ($)
Paulette Dodson	80,000	120,000	200,000

Performance Compensation

Grant Date	Award Type	Shares	Grant-Date Fair Value ($)	Vesting	Reference Price(s)
May 2, 2024	RSUs	10,050	120,000	Vested in full Dec 31, 2024; forfeiture if service terminates (except death/disability)	Grant price $11.94; vest date close $9.40
Apr 15, 2025	RSU Award (Form 4)	9,933	Not disclosed	Not disclosed (director program suggests annual RSU vest by year-end)	Award recorded at $0; post-award holdings 36,663 shares

Performance Metrics (Director Awards):

Metric	Weight	Target	Result	Payout Impact
Time-based RSU vesting	N/A	Annual grant to independent directors	Vested in full by Dec 31, 2024	No performance metrics tied to director RSU vesting

Other Directorships & Interlocks

Company	Exchange/Ticker	Role	Committee	Potential Interlock/Conflict
Bark, Inc.	NYSE: BARK	Director	Corporate Governance & Nominating	No PTLO-related transactions disclosed
Trupanion	Nasdaq: TRUP	Director	Not specified	No PTLO-related transactions disclosed
Berkshire Partners context	—	—	—	Berkshire funds own ~18.73% of PTLO; PTLO purchased ~$115.0M of units/shares from Berkshire affiliates in Q1’24; Dodson not identified in these transactions. N&G Chair (Lutzker) is Berkshire MD, indicating sponsor influence but with formal related-party oversight .

Expertise & Qualifications

30+ years advising Fortune 500 and large private companies; deep corporate governance, legal risk, and compliance experience .
Public company board experience (BARK, TRUP) and multiple governance-focused committee roles across non-profits; audit committee exposure at Smithbucklin .
Education: BA City College of New York; JD Cornell University .

Equity Ownership

Date	Total Beneficial Ownership (shares)	% of Class	Notes
Apr 11, 2025 (Proxy)	26,730	<1% (denoted by “*”)	Proxy beneficial ownership table
Apr 15, 2025 (Form 4 post-award)	36,663	Not stated	Following RSU award of 9,933 shares; reporting name “Dodson Paulette R.”

Outstanding Options: 2024 year-end outstanding option counts were disclosed for certain directors (Miles, Bordelon, Glass, Hart); Dodson not listed among directors with options, implying none disclosed for her in that table .
Ownership Guidelines: Non-employee directors required to hold 4× annual cash board retainer; five-year grace period from Oct 21, 2021; as of FY2024, all directors satisfied or were on track .
Hedging/Pledging: Prohibited for directors; pledging restricted under policy; exceptions require GC approval .

Insider Trades (Form 4)

Filing Date	Transaction Date	Type	Shares	Price	Post-Transaction Holdings	SEC Link
2024-05-06	2024-05-02	A – Award	10,050	11.94	26,730
2025-04-17	2025-04-15	A – Award	9,933	0.00	36,663

Governance Assessment

Board Effectiveness: Dodson’s legal/governance expertise complements committee work; participation on Audit and N&G aligns with her risk/compliance background. Audit Committee oversight spans financial integrity, internal controls, cybersecurity, and AI; eight meetings held in FY2024, indicating engaged oversight cadence .
Independence & Attendance: Affirmed independent; qualified for Audit Committee; Board-wide attendance metrics (96% Board, 99% Board+Committee, 100% Annual Meeting) support overall director engagement culture; individual attendance not separately disclosed .
Compensation & Alignment: Director pay mix is balanced between fixed cash ($80k) and time-vested RSUs (~$120k); ability to elect equity for cash retainers increases alignment; RSUs vest by year-end without performance metrics (typical for directors) . Ownership guidelines at 4× retainer with five-year compliance window; all directors satisfied or on track as of FY2024 .
Conflicts/Related Parties: No related-party transactions involving Dodson disclosed. Berkshire’s significant ownership and N&G chair’s Berkshire affiliation represent sponsor influence mitigated by formal Related Person Transaction Policy and Audit Committee oversight; Q1’24 repurchases from Berkshire affiliates were disclosed ($115.0M) .
RED FLAGS: None directly tied to Dodson disclosed. Company policies prohibit hedging/pledging; no tax gross-ups; executive severance utilizes double-trigger CoC—shareholder-friendly constructs indicative of broader governance posture .