Tony Darden

About Tony Darden

Tony Darden, 54, joined Portillo’s as Chief Operating Officer on December 9, 2024, bringing 20+ years of multi‑unit restaurant operations experience and a degree from Azusa Pacific University . Prior roles include COO at Jack in the Box (implemented AI order‑taking), President of MOOYAH Burgers, and COO roles at Taco Bueno and Sun Holdings, with earlier leadership at Panera Bread and Metromedia Restaurant Group . Context for his tenure: Portillo’s FY2024 delivered $710.6M revenue, $104.8M Adjusted EBITDA (14.7% margin), and Restaurant‑Level Adjusted EBITDA of $168.1M (23.7% margin) amid −0.6% same‑restaurant sales change . From IPO to FY2024, a $100 PTLO investment stood at $30.86 vs a peer index at $100.21, indicating significant TSR underperformance prior to Darden’s arrival .

Past Roles

Organization	Role	Years	Strategic Impact
Jack in the Box	SVP & Chief Operating Officer	2021–2024	Led systemwide operations for >2,200 locations; implemented AI order‑taking to enhance efficiency and guest experience
MOOYAH Burgers	President	2019–2021	Led brand operations and growth initiatives
Taco Bueno Restaurants	Chief Operating Officer	Not disclosed	Senior operations leadership across multi‑unit footprint
Sun Holdings	Chief Operating Officer	Not disclosed	Operations leadership at a large multi‑brand franchisee (>950 restaurants)
Panera Bread; Metromedia Restaurant Group	Leadership roles	Not disclosed	Operations leadership within national restaurant concepts

External Roles

No external directorships or board committee roles disclosed for Darden.

Fixed Compensation

Component	Amount/Rate	Effective Date	Notes
Base Salary	$465,000 per year	Dec 9, 2024	From Offer Letter upon appointment as COO
Target Annual Bonus	75% of base salary	Ongoing	Discretionary annual bonus target aligned to Company program
Benefits	Not quantified	Ongoing	Eligible for family medical/dental/vision/STD, 401(k), non‑qualified deferred comp, unlimited PTO

Performance Compensation

Instrument	Grant Value	Vesting / Performance	Details
RSUs (initial)	$200,000	Time‑based over 2 years	Granted under 2021 Plan
RSUs (one‑time)	$110,000	Not disclosed	Additional sign‑on equity
Performance RSUs (one‑time)	$110,000	Performance‑based	Structure per Company PSU framework
Annual LTI Target	$650,000	50% RSUs / 50% PSUs	Ongoing; subject to plan terms

Company program metric framework (for reference and alignment):

Short‑Term Incentive: 75% Company performance (Adjusted EBITDA), 25% individual objectives; FY2024 Adjusted EBITDA target $110.7M; actual $104.76M with a 70.5% payout on the financial component .
LTI PSUs: 3‑year performance period (2024–2026) with dual goals: cumulative revenue growth dollars and cumulative Adjusted EBITDA growth dollars; threshold/target/max payouts at $225M/$320M/$380M+ revenue and $25.0M/$40.0M/$58.0M+ Adjusted EBITDA growth, each mapping to 50%/100%/200% of target shares; RSUs vest annually over 3 years in the program for NEOs .

Equity Ownership & Alignment

Policy / Practice	Requirement / Status
Stock Ownership Guidelines	COO/C‑suite: 3x annual base salary; CEO 5x; Directors: 4x cash retainer
Compliance Timeline	5‑year grace period (starts at date of hire/promotion); assessed using 90‑day average price; restrictions on sales if not in compliance
Hedging / Pledging	Prohibited for Directors, officers, and employees; pledging and margin accounts disallowed under Insider Trading Policy
Clawback	Incentive‑Based Compensation Recovery Policy adopted Oct 2023 (Nasdaq 5608 compliant); no applications to date
Grant Timing Controls	Committee approval required; Company avoids timing grants around periodic reports and material 8‑Ks; no grants during defined windows in FY2024

No specific Form 4 ownership totals disclosed for Darden; initial equity values and vesting schedules are per Offer Letter .

Employment Terms

Term	Provision
Employment Start	Dec 9, 2024 (announced Dec 2, 2024)
Role	Chief Operating Officer
Contract Form	Offer Letter (at‑will)
Severance Plan	Portillo’s Senior Executive Severance Plan covers SVP+ (CEO separately covered): 1.0x base salary + pro‑rated annual bonus for termination without cause outside CoC; 2.0x (CEO 3.0x) base + target bonus under double‑trigger CoC within 24 months, with pro‑rated bonus, prior year bonus if unpaid, COBRA subsidy, outplacement (up to $25,000)
Equity Treatment on CoC	Unvested equity vests upon termination for Good Reason/without Cause after CoC or if awards not assumed; PSUs/options treated at target for valuation in disclosure; NQSOs subject to plan terms
Non‑Compete / Non‑Solicit	Not specified in Offer Letter; Company separation agreements customarily include confidentiality, non‑compete and non‑solicit (e.g., CDO separation terms in Oct 2025)

Performance & Track Record

Jack in the Box COO: Drove operational initiatives including AI order‑taking to improve throughput and guest experience across >2,200 locations .
Portillo’s FY2024 operating context: kiosks rolled out brand‑wide, 10 new restaurants, and groundwork for smaller‑format “Restaurant of the Future,” alongside solid Adjusted EBITDA and margins, but soft same‑restaurant sales and sub‑target STIP outcomes .

Investment Implications

Pay‑for‑performance alignment: Darden’s cash incentive target (75% of salary) and PSU‑heavy LTI design tie realizable pay to revenue and Adjusted EBITDA growth over multi‑year periods—supportive of margin improvement and unit economics focus .
Vesting/supply dynamics: The 2‑year RSU ($200k) vests on a fixed schedule and annual 50/50 RSU/PSU LTI creates periodic vesting events; hedging/pledging prohibitions and ownership guidelines (3x salary, 5‑year compliance) mitigate misalignment and reduce near‑term insider selling pressure risk .
Change‑of‑control economics: Double‑trigger at 2.0x salary+target bonus with equity acceleration aligns executives to support value‑accretive transactions without single‑trigger windfalls; clawback policy enhances governance .
Execution risk: TSR lagged peers pre‑tenure ($100 investment at $30.86 vs $100.21 peer index in 2024), highlighting urgency for traffic recovery and margin execution; Darden’s prior AI/ops experience is strategically relevant to drive‑thru optimization, kiosk throughput, and new format efficiency .