Portillo's Inc DEF 14A, filed Apr 17, 2026

Portillo's Inc. (PTLO)

DEF 14A 2026-04-17 For: 2026-06-09

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Added on June 12, 2026

About this DEF 14A

Portillo's Inc filed this DEF 14A on April 17, 2026.

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☑			Filed by the Registrant			☐			Filed by a party other than the Registrant


CHECK THE APPROPRIATE BOX:
☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


						Family

						We work together to make everyone feel at home, and we step up when someone needs help.

						Greatness

						We are obsessed with being the best and work hard to continuously improve. Our greatness is rooted in Quality, Service, Attitude and Cleanliness (“QSAC”) .

						Energy

						We move with urgency and passion, while maintaining attention to detail.

						Fun

						We entertain our guests, we connect authentically, and we make each other smile.


Proposals		Board Recommendations		Page
1	Election of Directors		FOR each nominee	16
2	Say on Pay		FOR	47
3	Ratification of Deloitte & Touche LLP as Auditors for Fiscal 2026		FOR	74



Date and Time: Tuesday, June 9, 2026 08:00 a.m., Central Time	Location: Virtual (Visit www.proxydocs.com/PTLO to register to attend the meeting.)	Record Date: Close of Business April 10, 2026




By Internet www.proxypush.com/PTLO	By Phone 1-866-458-2503	By Mail return via the postage-paid envelope provided to P.O. Box 8016, Cary, NC 27512-9903	In Person attend virtual Annual Meeting June 9, 2026



Whether or not you expect to attend the meeting, please vote via the Internet, by telephone, or complete, date, sign and promptly return a proxy card so that your shares may be represented at the meeting. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON JUNE 9, 2026: This Proxy Statement and the Annual Report are available at www.proxydocs.com/PTLO


			Letter to Shareholders			4

			Q &A with our Pre sident & CEO			5
			Notice of Annual Meeting to Shareholders			6

			Our Company			8

			Our Mission Statement			8

			Our Building Blocks			8

			Company H i ghlights			9

			Review of Our 2025 Key Strategic Objectives			10

			Voting Roadmap			11


			Proposal 1 - Election of Directors			16


			Board Composition			17

			Board Overview			17

			Information Regarding Our Directors and Director Nominees			18

			Director Independence			23

			Director Nomination Process			24

			Corporate Governance			27

			Board and Committee Structure			27

			Role of the Board			27

			Leadership Structure of the Board			27

			Committee Structure			28

			Board Engagement in 202 5			31

			Key Areas of Board Oversight			34

			Company Strategy			34

			Risk Oversight			34

			AI Governance			37

			Shareholder Engagement and Communication with the Board			38

			Portillo’s for Good			40

			People-Centric, Values-Driven Approach			40

			Our Community Impact			40

			Sourcing and Sustainability Initiatives			41

			Corporate Governance			41

			Director Compensation			42

			Our Executive Officers			44


			Proposal 2 - Advisory Vote on Executive Compensation			47


			Compensation Discussion & Analysis			48

			Named Executive Officers			48

			Compensation Philosophy			49

			Compensation Process			50

			Compensation Practices at a Glance			52

			Elements of Compensation			53

			202 5 NEO Compensation			54

			Executive Employment Arrangements			61

			Other Benefits			62

			Additional Compensation Practices			63

			Compensation Committee Report			64

			Executive Compensation Tables			65


			Summary Compensation Table			65

			Grants of Plan-Based Awards			66

			Outstanding Equity Awards at Fiscal Year-End			67

			Options Exercised and Stock Vested			68

			Non-Qualified Deferred Compensation			68

			Potential Payments Upon Termination			68

			CEO Pay Ratio			70

			Pay Versus Performance			70


			Proposal 3 - Ratification of the Independent Registered Public Accounting Firm			74


			Oversight of Independent Registered Public Accounting Firm			74

			Fees Paid to Independent Registered Public Accounting Firm			75

			Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			75

			Audit Committee Report			76


			Other Matters			77

			Securities Ownership of Certain Beneficial Owners and Management			77

			Equity Compensation Plans Table			78

			Certain Relationships and Related Party Transactions			79

			Related Party Transaction Policy			79

			Related Party Transactions			79

			Shareholders’ Proposals			83

			About the Meeting			84

			202 5 Annual Report and SEC Filings			87

			Appendix A - Reconciliation of Non-GAAP Financial Measures			88

			Cautionary Note Regarding Forward-Looking Statements			90



Frequently Accessed Information

•Auditor Fees			75

•Beneficial Ownership Table			77

•CEO Pay Ratio			70

•Committee Structure			28

•Compensation Discussion & Analysis			48

•Compensation Philosophy			49

•Director Biographies			18

•Director Compensation			42

•Director Skills Matrix			17

•Key Areas of Board Oversight			34

•Pay Versus Performance			70

•Share Ownership Guidelines			63

•Summary Compensation Table			65



			At Portillo’s, we relish the opportunity to create lifelong memories by igniting the senses with unrivaled food and experiences.


Our Building Blocks Our operating model is focused on getting delicious, made-to-order food to our guests quickly, in an atmosphere that makes the experience more than a delicious meal. When guests walk into a Portillo’s, they get an experience completely different than a typical chain restaurant visit.

Iconic American Food with a Chicago Twist Known for Italian beef sandwiches, Chicago-style hot dogs, burgers, crinkle-cut fries, and signature shakes.


Multichannel Experience Dine-in, carryout, delivery, and catering, with double-lane drive-thrus for efficiency.


Unique Atmosphere High-energy, sensory-driven dining with locally inspired décor. No two Portillo’s are alike.


Operational Excellence Fast, high-quality food in an environment that celebrates community and Team Member engagement.


Proposal 1			Election of Directors You are being asked to vote for the election of seven Directors, who will serve until the 2027 Annual Meeting of Shareholders. Directors are elected by a plurality vote for a term of one year.


			The Board of Directors recommends a vote “FOR” each of the Director Nominees.			See Page 16



						Eugene I. Lee, Jr.
						Chairman of the Board



						Michael A. Miles, Jr.
						Former Chairman of the Board


			Q&A with Our President and Chief Executive Officer


			Table of Contents


Proposal 2			Advisory Vote on Executive Compensation You are being asked to vote for the approval, on an advisory basis, of the compensation for our Named Executive Officers as disclosed in this Proxy Statement.


•Pay for Performance •Alignment with Shareholder Interests •Attracting, Retaining and Engaging Top Talent			•Stock Ownership and Trading Policies •Health, Retirement and Other Benefits •Values-Based Ethical Framework


g			Base Salary

g			Short-Term Incentives (Target)

g			Long-Term Incentives (Target)


Component	Form of Payout	Performance Rewarded	Calculation
Base Salary	Cash	Provide market competitive fixed compensation to attract and retain executive talent with a modest portion of total compensation delivered in base salary	Calculated based on individual contributions to business outcomes, scope and responsibilities, experience, role changes and market data
Short-Term Incentive (“STI”)	Cash	Align executive pay with annual Company performance through pre-established financial and individual performance goals	Based on achievement of pre-established financial and performance goals, including: •75% - achievement of Company performance target (Adjusted EBITDA in 2025) •25% - achievement of individual performance objectives
Long-Term Incentive (“LTI”)	Equity awards (including RSUs, PSUs, and options) with time- and/or performance-based vesting triggers	•Focus on sustained value creation •Incentivize achievement of longer-term Company objectives •Align executive and shareholder interests •Promote retention	Type and value of awards are determined based on the objectives set by the Compensation Committee and Board based on Company performance, individual contributions, market data, and long-term strategic objectives


			The Board of Directors recommends a vote “FOR” this proposal.			See Page 47


Proposal 3			Ratification of Deloitte & Touche LLP as Auditors for Fiscal 2026 You are being asked to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 27, 2026.


			The Board of Directors recommends a vote “FOR” this proposal			See Page 74


			The Board recommends a vote “FOR” each of the Director Nominees.



1	2	3


Candidate Sourcing The Nominating and Corporate Governance Committee identifies potential candidates from a variety of sources, including shareholder recommendations, professional networks, and third-party organizations and recruitment firms. This enables the Committee to develop as strong a slate of Director Nominees as possible. In 2025, no fees were paid by the Board or Company in connection with any director search.	Screening and Evaluation The Nominating and Corporate Governance Committee evaluates potential Director Nominees, including any that are recommended by shareholders, against the then-current Board’s established criteria. All recommendations are considered on an equal basis, regardless of source, and go through the same review process. Candidates typically provide the Committee a completed Director questionnaire, curriculum vitae, and recommendations. Members of the Nominating and Corporate Governance Committee, along with the Chairman of the Board and the CEO, may conduct interviews with potential candidates to develop a more comprehensive understanding of the candidate’s potential contributions to our Board.	Board Review and Nomination If the Nominating and Corporate Governance Committee approves a candidate for further consideration, the candidate’s profile is submitted to the Board for further review and discussion. Where appropriate, candidates may be interviewed by other Directors and ultimately may be appointed to the Board or nominated for election by our shareholders.


Ongoing Oversight and Composition Review The Nominating and Corporate Governance Committee, under the leadership of its Chair, is responsible for providing direction and oversight regarding how the Company’s continued growth and evolution may impact the skills and experience required of its Directors. The Nominating and Corporate Governance Committee regularly reviews the composition of the Board and its committees to ensure their composition reflects an appropriate blend of skills, experience, and perspectives aligned with and supportive of the Company’s strategy. This review involves consideration of the Company’s current and future strategic plans, overall performance, peer benchmarking against other companies’ skills and experience matrices, and the Board’s annual self-assessments to help identify Director skills, backgrounds and experience that may further bolster Board effectiveness. The Committee may seek new candidates to address identified gaps or evolving business needs, including specific industry expertise, or to refresh Board composition to meaningfully augment the current Board. In 2025, the Committee initiated a search for director candidates who would bring additional restaurant industry expertise to the Board, particularly in regard to operations. The Committee periodically reviews with the Board the appropriate criteria for Board membership (including experience, qualifications, attributes, skills and other characteristics) in the context of the Board’s current composition and needs, and in light of the Company’s current circumstances, future plans, and strategic initiatives. The Board seeks to ensure it maintains an appropriate balance of experience, continuity of service and fresh perspectives, and therefore it considers length of tenure when reviewing nominees. The Board does not presently impose age or term limits, but may adopt such limits if it deems them appropriate or necessary in the future.



In deciding whether to recommend a Director for re-nomination, the Nominating and Corporate Governance Committee takes several factors into consideration, which include:


Evaluation of Board Composition
•Alignment of skills and experience with Company’s strategic plans •Key competencies and qualifications •Board and Director Self-Evaluations •Board refreshment and Director tenure			•Director engagement, participation, and collaboration •Time commitment, availability and meeting attendance •Shareholder feedback


Name	Audit	Compensation	Nominating and Corporate Governance
Ann Bordelon	Chair
Paulette Dodson
Eugene I. Lee, Jr.
Noah Glass
Gerard J. Hart		Chair
Jack Hartung
Joshua A. Lutzker			Chair
Michael A. Miles, Jr.


99%									12
Overall attendance by Directors at the Board meetings held during 2025									Number of special Board and/or Committee meetings during 2025

99%									100%
Overall attendance by Directors at Board and Committee meetings in 2025									Overall attendance by Directors at the 2025 Annual Meeting of Shareholders



Audit Committee			Oversight of Financial Risks •Overseeing our major financial risk exposure and the steps our Executive Team has taken to monitor and control these exposures •Overseeing the performance of our internal audit function, and considering and approving or disapproving any related-party transactions Oversight of Enterprise Risk Management •Overseeing our enterprise risk management (“ERM”) program, including monitoring the Company’s ERM assessment, analysis, and resulting strategies to mitigate such risks, such as development of incident response and business continuity plans Oversight of Cybersecurity Risks •Assisting the Board in the oversight of cybersecurity and other technology risks, and applicable laws, regulations and standards; regularly reviewing with the Executive Team cybersecurity risk mitigation and incident management procedures, vulnerability assessments, and use of artificial intelligence and technology; providing input regarding our initiatives designed to strengthen internal cybersecurity controls, including security awareness training, our responses to specific cybersecurity incidents, and our strategy to detect, monitor, and prevent cybersecurity threats


Compensation Committee			Oversight of Human Capital Management Risks •Overseeing risks related to the Company’s human capital management practices, including compensation philosophy and design, recruitment and retention of Team Members, talent and succession planning, engagement, and total rewards in the form of compensation and benefits offered to Team Members across the Company Oversight of Compensation Risks •Assessing and monitoring our compensation policies and practices for all Team Members, including our Named Executive Officers, to ensure they are not likely to drive behaviors that could create undue risks for the Company; providing input to ensure that our compensation philosophy reflects Pay-for-Performance principles and is aligned with shareholders’ interests and that our compensation programs are competitive yet balanced


Nominating and Corporate Governance Committee			Oversight of Corporate Risks •Assisting the Board in its oversight of the Company’s practices, policies, procedures, strategies and initiatives relating to corporate governance matters, including shareholder engagement and activism, Board composition and refreshment, and sustainability (including environmental, supply chain and food safety issues)



With Whom Do We Engage? We engage with a wide range of constituents, including: •Institutional and Retail shareholders •Sell-side analysts •Prospective shareholders						How Do We Engage? We pursue multiple avenues for engagement, including: •Quarterly investor calls •Investor conferences and presentations •Company-hosted investor meetings, both in-person and virtual •Company-hosted restaurant visits


Who Is Involved in Engagement? •Executive leadership team •Members of the Board of Directors, as appropriate •Investor Relations, Finance and Communications teams						Topics of Engagement Our interactions have covered a broad range of business topics, including: •Macroeconomic conditions, including consumer behavior •Longer-term growth strategy, operational improvements, and capital allocation priorities •Company culture •Restaurant industry trends and developments



•Fundraisers - We partner with local organizations and schools to host fundraisers, donating 20% of in-restaurant sales to participating groups. In 2025, we hosted 1,465 fundraisers and raised over $280,000 for our communities. •In-Kind Donations - We give back to local communities and organizations by donating food and gift cards for silent auctions, raffles and fundraisers. We donated over $40,000 in gift cards and $100,000 in food in 2025. •Heart of Portillo’s Fund - In June 2020, Portillo’s launched The Heart of Portillo’s Fund (“HOP”), a 501(c)3 organization dedicated to supporting our Team Members facing financial hardships. In 2025, the fund raised over $180,000 to provide emergency assistance to Team Members, awarding 50+ grants.			•New Restaurant Openings & Sneak Peek Meals - At new restaurant openings, we support local organizations through sneak peek meals and food donations to local hospitals and first responders. In 2025, we partnered with nine organizations and donated $38,000 to local nonprofits, in addition to food contributions. •Kids’ "Reading (and Good Grades) Takes the Cake" Program - This program rewards student achievement by partnering with teachers to recognize reading success and good grades with a certificate and a free slice of chocolate cake. In 2025, we shipped over 210,000 of these student reward packages.


2025 Additional Annual Cash Compensation
Board Chair Fee:	$	95,000
Lead Director Fee:	25,000
Audit Committee Chair Fee:	25,000
Compensation Committee Chair Fee:	20,000
Nominating and Corporate Governance Committee Chair Fee:	15,000


Name	Fees earned or paid in cash ($)		Stock awards ($)(1)(2)		Option awards ($)		All other compensation ($)		Total ($)

Ann Bordelon		105,000		120,000		—		—	225,000
Noah Glass		80,000		120,000		—		—	200,000
Paulette Dodson		80,000		120,000		—		—	200,000
Gerard J. Hart		100,000		120,000		—		—	220,000
Joshua A. Lutzker		—		215,000		—		—	215,000
Jack Hartung		—		200,000		—		—	200,000
Eugene I. Lee, Jr(3)		—		129,166		—		—	129,166


			Brett Patterson joined Portillo’s as President & Chief Executive Officer in February 2026. Prior to joining Portillo’s, Patterson served as CEO of Miller’s Ale House from September 2024 to February 2026, a brand owned by Roark Capital. He also previously served as Executive Vice President with Bloomin’ Brands and President of Outback Steakhouse from 2017 to 2024, and held previous leadership roles with Carrabba’s Italian Grill, Steak and Ale, Bahama Breeze, and Ruby Tuesday. In this role, Brett leads the Company’s overall strategy, with a focus on market positioning, new restaurant growth, and operational excellence, with continued investment in Team Members and the guest experience. With more than three decades of leadership experience across large, national brands, Brett has a strong background in operations, team development, and driving sustainable growth. Throughout his career, he’s been recognized as a people-first leader with a proven ability to deliver strong returns. Brett holds a Bachelor of Science/Bachelor of Arts in Business Administration with a focus on Finance from the University of Florida. Brett’s favorite Portillo’s menu item is the Italian Beef & Sausage Combo.

Brett Patterson, 57 President, Chief Executive Officer and Director


			Michelle Hook is Portillo's Chief Financial Officer, overseeing the brand's Finance, Supply Chain and IT functions. Michelle joined Portillo's in December 2020. Previously, Michelle spent more than 17 years at Domino's, advancing her career in various financial roles. There, she served as Vice President of Finance for global FP&A and investor relations, where she led the teams responsible for supporting global FP&A, strategic finance analytics, U.S. franchise operations and marketing, Domino's technology, and investor relations. She also served as Vice President of Global Operations and held various accounting and finance positions with increasing responsibilities since joining Domino's in 2003. She was a member of the company's initial public offering team in 2004, as well as numerous recapitalization teams. Prior to joining Domino's, Michelle was with Holcim, one of the largest manufacturers and suppliers of cement around the world. She began her career as a senior auditor at Arthur Andersen LLP, based in Detroit. Michelle holds an MBA from the University of Michigan, a B.A. in accounting from Michigan State University, and is a certified public accountant. She resides in Michigan with her husband and their two daughters. Michelle’s favorite Portillo’s menu item is the Italian Beef, with sweet and hot peppers.

Michelle Hook, 51 Chief Financial Officer and Treasurer


			Tony Darden joined Portillo’s as Chief Operating Officer in December of 2024. He brings more than 20 years of cross-functional executive leadership as well as an obsession with operational excellence. Tony served as Senior Vice President and Chief Operating Officer of Jack in the Box from 2021 to 2024. Previously, he was the President of MOOYAH Burgers from 2019 to 2021, as well as Chief Operating Officer for Taco Bueno Restaurants and Sun Holdings. Tony has also held leadership roles at Panera Bread and Metromedia Restaurant Group. Tony has a degree from Azusa Pacific University. When not working, he enjoys spending time with his wife and two sons. Tony’s favorite Portillo’s menu item is the Italian Beef, dipped with hot peppers, and chocolate cake.

Tony Darden, 55 Chief Operating Officer