Document

DEF 14A 1 portillosincproxy.htm DEF 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )


☑			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

Portillo’s Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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


			Letter to Shareholders


Dear Fellow Shareholders, In 2022, Portillo’s had a great first full year as a publicly traded company. We’re proud of our focus on creating unrivaled experiences for our guests and team members, and appreciate the support we’ve received from you, our investors, in doing so. It’s our pleasure to invite you to virtually attend our 2023 Annual Meeting of Shareholders (the “Annual Meeting”) on June 27, 2023 at 8:00 a.m. Central Time. The meeting will be held in a virtual meeting format only via live audio webcast. Included with this letter are the Notice of Annual Meeting of Shareholders and Proxy Statement, which describe the matters expected to be acted upon during the Annual Meeting. A proxy card is also included. You may find electronic copies of these documents online as well. Regardless of whether you own a few shares of Portillo’s or many and whether or not you plan to attend our virtual Annual Meeting, your vote is important to us. Voting ensures that your voice is heard, and your shares are represented at the Annual Meeting. We encourage you to vote in advance of the meeting by internet, by telephone or by signing, dating and returning your proxy card by mail. You may also vote by attending the virtual Annual Meeting at www.proxydocs.com/PTLO and voting online. Full instructions are contained in the proxy statement and in the enclosed proxy card. Thank you for your support of Portillo’s Inc. Sincerely,

Michael A. Miles, Jr., Chairman of the Board			Michael Osanloo, Chief Executive Officer


2023 Proxy Statement			1


			Notice of Annual Meeting to Shareholders



Date and Time: Tuesday, June 27, 2023 08:00 a.m., Central Time	Location: Virtual (Visit www.proxydocs.com to register to attend the meeting.)	Record Date: Close of Business May 1, 2023

Agenda:

Proposals

Board Recommendations

Page

Election of Directors

FOR each nominee

Ratification of Deloitte & Touche LLP as auditors for 2023

FOR

Shareholders will also transact such other business as may properly come before the meeting or any adjournment or postponement hereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

A list of shareholders entitled to vote at the meeting will be available for examination by any shareholder for any purpose relevant to the meeting for at least ten days prior to June 27, 2023. Please email investors@portillos.com if you wish to examine the shareholder list prior to the annual meeting.

How to Vote

Beginning on or about May 11, 2023, we will send to our shareholders a Notice of Internet Availability of Proxy Materials with instructions on how to access our proxy materials over the Internet, how to vote their shares and how to attend the Annual Meeting virtually. If you did not wish to receive such Notice, you may elect to receive future notices, proxy materials and annual reports electronically through the Internet by following the instructions in this Proxy Statement. Only shareholders of record at the close of business on May 1, 2023, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.




By Internet www.proxypush.com/PTLO	By Phone 1-866-458-2503	By Mail return via the postage-paid envelope provided P.O. Box 8016, Cary, NC 27512-9903	In Person Attend Virtual Annual Meeting June 27, 2023

By Order of the Board of Directors

Susan B. Shelton

General Counsel and Secretary Oak Brook, Illinois
May 11, 2023



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 27, 2023: This proxy statement and the Annual Report available at www.proxydocs.com/PTLO


2


			Table of Contents


			Letter from Shareholder s			1


			Notice of Annual Meeting to Shareholder s			2


			Our Company			5


			Voting Roadmap			9


			Proposal 1 - Election of Directors			11

			Board Composition			12


			Corporate Governance			21


			Board and Committee Structure			21


			Key Areas of Board Oversight			25


			Other Governance Policies and Practices			33


			Director Compensation			34


			Executive Officers			35


			Executive Compensation			36


			Emerging Growth Status			36


			Named Executive Officers			36


			Summary Compensation Table			37


			Executive Employment Arrangements			38


			Compensation Philosophy			39


			Elements of Compensation			39


			Proposal 2 - Ratification of the Independent Registered Public Accounting Firm						44

			Oversight of Independent Registered Public Accounting Firm						44


			Fees Paid to Independent Registered Public Accounting Firm						45


			Auditor Policy on Pre-Approval						45


			Audit Committee Report						45


			Other Matters						47


			Securities Ownership of Certain Beneficial Owners and Management						47


			Certain Relationships and Related Party Transactions						48


			Shareholder s’ Proposals						54


			About the Meeting						55


			2022 Annual Report and SEC Filings						58


			Appendix A: Non-GAAP Measures						59


2023 Proxy Statement			3

Table of Contents

Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"), which are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different from the statements made herein. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "aim," "anticipate," "believe," "estimate," "expect," "forecast," "future," "outlook," "potential," "project," "projection," "plan," "intend," "seek," "may," "could," "would," "will," "should," "can," "can have," "likely," the negatives thereof and other similar expressions.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements, so you should not unduly rely on these statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following:

•the potential future impact of COVID-19 (including any variant) on our results of operations, supply chain or liquidity;

•risks related to or arising from our organizational structure;

•risks of food-borne illness and food safety and other health concerns about our food;

•the impact of unionization activities of our restaurant workers on our operations and profitability;

•the impact of recent bank failures on the market, including the ability to access credit;

•risks associated with our reliance on certain information technology systems and potential failures or interruptions;

•privacy and cyber security risks related to our digital ordering and payment platforms for our delivery business;

•the impact of competition, including from our competitors in the restaurant industry or our own restaurants;

•the increasingly competitive labor market and our ability to attract and retain the best talent and qualified employees;

•the impact of federal, state or local government regulations relating to privacy, data protection, advertising and consumer protection, building and zoning requirements, costs or ability to open new restaurants, or sale of food and alcoholic beverage control regulations;

•our ability to achieve our growth strategy, such as the availability of suitable new restaurant sites in existing and new markets and opening of new restaurants at the anticipated rate and on the anticipated timeline;

•increases in food and other operating costs, tariffs and import taxes, and supply shortages; and

•other risks identified in our filings with the Securities and Exchange Commission (the “SEC”).

All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this proxy statement in the context of the risks and uncertainties disclosed in our Annual Report on Form 10-K for the fiscal year ended December 25, 2022 filed with the SEC on March 2, 2023, which is available on the SEC's website at www.sec.gov.

The forward-looking statements included in this proxy statement are made only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Our Structure and Certain Defined Terms

Portillo’s Inc. (the “Company”) was formed for the purpose of facilitating an initial public offering in October 2021 (“IPO”) and related reorganization transactions in order to carry on the business of PHD Group Holdings LLC and its subsidiaries (“Portillo’s OpCo”). The Company is a holding company with no direct operations and our principal asset is our equity interest in Portillo’s OpCo. Unless the context otherwise requires, references to "we," "us," "our," "Portillo's," the "Company" and other similar references refer to Portillo's Inc. and its subsidiaries, including Portillo’s OpCo.


4


			Our Company



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

Who We Are

An iconic and beloved brand with obsessed, lifelong fans.

We capture the hearts, minds and stomachs of our guests with every meal. Our menu features something for everyone and appeals to a broad demographic, which enables our restaurants to thrive across diverse trade areas and generate strong and balanced volumes across multiple dayparts, weekdays and occasions.

No matter the location, our fans are bun-believably obsessed!

Guests cake shake their way in for our Chicago-style hot dogs, Italian beef sandwiches, char-grilled burgers, cheese fries, fresh salads and famous chocolate cake. Our new restaurant openings draw massive crowds of passionate fans with lines stretching around the block.

An energetic restaurant atmosphere that engages the senses.

Our operating model is focused on getting delicious, made-to-order food to our guests quickly and our atmosphere makes the experience even more than a delicious meal. When guests walk into a Portillo’s, they get an experience completely different than a typical chain restaurant visit. Our restaurants engage all the senses to create a fun, relaxed and memorable occasion.

Our dining areas evoke nostalgia and local influences.

No two Portillo’s are alike. Each of our restaurants has its own themed décor ranging from a 1930’s prohibition motif, to a 1950’s jukebox, to a 1960’s hippie bus. The period music ties to the theme, from ragtime to doo wop to disco. No detail is too small, be it lighting, signage or even the stars subtly sparkling on the ceiling. Each restaurant also draws design elements from the community. The layouts create spaces that are comfortable for individual diners, families, large groups, and even wedding parties.

Beyond the space itself, the energy of a Portillo’s is unique.

Our guests can see into our huge, open kitchens where their meals are prepared right before their eyes. The smells of burgers broiling, french fries frying, and beef simmering emanate from the kitchen. Each completed meal is announced with a fun rhyme (“Number two, we got you”; “Number seven, welcome to Portillo’s heaven”). But the most important element of the energy is the enthusiasm of the scores of guests who are all excited to be there and enjoying their Portillo’s. We want every guest that visits to leave with a memorable experience, a satiated appetite and a desire to return.


2023 Proxy Statement			5

Our Company

Company Highlights

1963

Founded

~8,000

Total Team Members

$587.1M

2022 Revenue(4)

$8.5M

2022 Average Unit Volume(1)(3)

OCT. 2021

IPO Date

$41.3M

2022 Operating Income(4)

7.0%

2022 Operating Income Margin(4)

$17.2M

2022 Net Income(4)

2.9%

2022 Net Income Margin(4)

$132.5M

2022 Restaurant

Level Adjusted EBITDA(2)(4)

22.6%

2022 Restaurant-Level Adjusted EBITDA

Margin(2)(4)

$85.0M

2022 Adjusted EBITDA(2)(4)

14.5%

2022 Adjusted EBITDA Margin(2)(4)

Growing, Nationwide Footprint with 76(3) Restaurants across 10 States

(1)Average of restaurants open at least 24 months (i.e., units opened on 12/25/2021 or earlier for comparison purposes).

(2)Adjusted EBITDA, Adjusted EBITDA Margin, Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin are non-GAAP measures. See Appendix for a reconciliation to the most directly comparable financial measure stated in accordance with GAAP.

(3)Includes a restaurant that is owned by C&O Chicago, LLC (“C&O”) of which Portillo’s owns 50% of the equity.

(4)Excludes a restaurant that is owned by C&O of which Portillo’s owns 50% of the equity


6

Our Company

Strategic Priorities

Drivers of Shareholder Value

Durable, experiential brand with obsessed fanbase driven by unmatched value proposition

Historical track record of profitable growth with leading AUV and restaurant margins system-wide

Significant opportunity of 600+ new restaurants in the U.S. underpinned by disciplined real estate strategy

Visionary and accountable leadership team responsible for supporting strong culture while scaling the business

People are the heart of Portillo’s; taking care of our Team Members who take care of our guests

Scaling a Solid Foundation

Past

Present

Future

1963

FOUNDED

2023

NEXT 3+ YEARS

SCALING THE BUSINESS

1 LOCATION

76 LOCATIONS

100+ LOCATIONS

•Hot dog cart with a vision

•Initially known as “The Dog House“

•Chicagoland-centric

•QSR-style focused menu

•Public company

•Early in operational excellence journey

•National expansion strategy

•Evolved strong, diverse, fast-casual menu

•Unmatched culture among 8,000+ Team Members

•Near-term focus on growth across sunbelt (e.g., TX, FL, AZ)

•Build scale in existing markets

•Restaurant of the Future concept


NEVER CLOSED A RESTAURANT IN OUR 60 YEAR HISTORY


2023 Proxy Statement			7

Our Company

ESG in 2022

Portillo’s is committed to serving all of our guests, Team Members and shareholders, and we recognize that means being thoughtful about the actions we take in the environmental, social and governance spaces. We are reflecting on our opportunities to take action, continuing or strengthening many initiatives already in place and developing new ones.

Community

Our teams are passionate about becoming a part of the communities in which we operate. We lead these efforts by building relationships through our Portillo’s For Good initiatives.

People

We value our people and we look for ways to make sure they feel heard, respected and included. We provide opportunities for personal and leadership development to help Team Members build the careers they want.

Food Quality and Sourcing

We are committed to delivering high quality food. We regularly take a critical look at our sourcing practices and partners so we can make smart improvements.

Sustainability

From packaging to emissions to the way that we design our restaurants, we’re thinking about ways to improve our environmental impact and our service.

Governance

We are committed to running our business in a way that all of our stakeholders can be proud of. From our Team Members, to our management, to our board of directors, we are thoughtful about the way we act and interact with others.


8


			Voting Roadmap


Proposal 1	Election of Directors You are being asked to vote on the election of eight directors, who will serve until the 2024 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 11

Portillo’s Director Nominees

Director Nominees: Nominated for a term to expire at the 2024 Annual Meeting

Name

Age*

Independent

Principal Occupation

Director Since

Committees

Michael Osanloo

President and Chief Executive Officer, Portillo’s Inc.

2018

Ann Bordelon

Executive Vice Chancellor for Finance & Administration, University of Arkansas

2020

Audit

Paulette Dodson

Board Member

2021

Audit, Nominating & Governance

Noah Glass

Chief Executive Officer, Olo Inc.

2017

Audit

Gerald J. Hart

President and Chief Executive Officer, Red Robin Gourmet Burgers Inc.

2016

Compensation

Richard K. Lubin

Senior Advisor, Berkshire Partners LLC

2014

Compensation

Joshua A. Lutzker

Senior Advisor, Berkshire Partners LLC

2014

Compensation, Nominating & Governance

Michael A. Miles Jr.

Advisory Director at Berkshire Partners LLC

2014

Compensation

* As of June 27, 2023 (includes tenure with Portillo’s OpCo)


Director Diversity of Background

Gender Diversity

25%

of our Board are women

Board Service

>60%

Other Public

Company Boards

Age

58 years

Average Age


g			<50 Years
g			50-60 Years
g			>60 Years

Director Tenure

6 years

Average Tenure


g			0–2 Years
g			3–6 Years
g			7+ Years


2023 Proxy Statement			9

Voting Roadmap

Board Experience

Michael

Osanloo

Ann

Bordelon

Paulette

Dodson

Noah

Glass

Gerard J.

Hart

Richard K.

Lubin

Joshua A.

Lutzker

Michael A.

Miles, Jr.

Executive Leadership

Restaurant Industry Operations

Multi-Unit Retail Industry Operations

Consumer-Packaged Goods Experience

Restaurant Technology Expert

Human Capital Management

Finance and Accounting

Brand Management/Marketing

Risk Management

Corporate Governance

Cybersecurity


Proposal 2	Ratification of Deloitte & Touche LLP as auditors for 2023 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 31, 2023.	The Board of Directors recommends a vote “FOR” this proposal See Page 44


10


			Proposal 1 Election of Directors

Our Board of Directors currently has eight members, with each director serving for a one-year term. At the Annual Meeting, shareholders will vote on the eight nominees named below, each of whom is an incumbent member of the Board.

All of our directors served for the full year in 2022. Seven of our directors were appointed to our Board in September 2021 and had previously served on the board of directors of Portillo’s OpCo; Ms. Dodson was appointed to the Board in December 2021, when the size of the board was increased to eight. Acting upon the recommendation of the Nominating and Corporate Governance Committee, our Board has nominated each of Michael Osanloo, Ann Bordelon, Paulette Dodson, Noah Glass, Gerard J. Hart, Richard K. Lubin, Joshua A. Lutzker and Michael A. Miles, Jr. for election to the Board to serve until our 2024 Annual Meeting of Shareholders following their election and until the election and qualification of their respective successors in office or until such director’s earlier death, resignation or removal. Each of the director nominees has consented to serve if elected, however, if a nominee is unable to serve or will not serve for any reason, the directors may decide to reduce the size of the Board or the designated proxies will vote for other candidates in accordance with their judgment. We are not aware of any reason the nominees would not be able to serve if elected.

There are no family relationships among our directors, or between our directors and executive officers.

Voting Requirement

Directors are elected by a plurality of the votes cast by the holders of shares present in person or represented by proxy at the Annual Meeting and entitled to vote thereon.

Our Board recommends that the shareholders vote “FOR” each of the following nominees: Michael Osanloo, Ann Bordelon, Paulette Dodson, Noah Glass, Gerard J. Hart, Richard K. Lubin, Joshua A. Lutzker and Michael A. Miles, Jr. Each nominee was recommended for election by the Nominating and Corporate Governance Committee for consideration by the Board and proposal to the shareholders.

Director Resignation Policy: Failure to Receive Majority Vote

Any nominee for director in an uncontested election who fails to receive a majority of the votes cast at a shareholder meeting must tender his or her resignation to the Board from the Board and all committees thereof. A director nominee shall have failed to receive the affirmative vote of a majority of votes cast if the number of “withheld” votes in respect of such director nominee’s election exceeds the number of votes “for” such director nominee’s election (excluding abstentions and broker non-votes). The Nominating and Corporate Governance Committee shall assess the appropriateness of such nominee continuing to serve as a director and shall recommend to the Board the action to be taken with respect to such tendered resignation. Any director who tenders his or her resignation pursuant to this provision shall not participate in the Nominating and Corporate Governance Committee recommendation or Board action regarding whether to accept the resignation offer. In determining whether or not to recommend that the Board accept any tendered resignation, the Nominating and Corporate Governance Committee may consider all factors believed relevant by its members.

Recommendation of the Board of Directors


			THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.


2023 Proxy Statement			11

Proposal 1 Election of Directors

Board Composition

Board Overview

Our Board is currently comprised of eight individuals selected on the basis of numerous criteria, including business experience, industry knowledge and other fields of significant knowledge, good character, sound judgement, integrity and diversity. We view the effectiveness of our Board through both individual and collective lenses and believe that our Board is optimized to support and guide the Company.

Director Diversity of Experience

Our director nominees have a diversity of experience and perspective that spans a broad range of industries in the public, private and not-for-profit sectors. They bring to our Board a wide variety of skills, attributes, qualifications and experiences that strengthen the Board’s ability to carry out its oversight role on behalf of our shareholders. The skills matrix below is intended to disclose certain key skills, qualifications and experiences that are possessed by our director nominees and reflect their core competencies, areas of expertise or those areas in which they have a significant level of knowledge or experience. This information is intended to provide a summary of our director nominees’ skills, qualifications and experiences and should not be considered to be a complete list of each nominee’s strengths or contributions to the Board. The fact that a director nominee is not designated as having a particular skill does not mean that the nominee would not be able to make a meaningful contribution to the Board’s decision-making or oversight in that area. Additional details on each director nominee’s skills, qualifications and experiences are set forth in their individual biographies.


12

Proposal 1 Election of Directors

Michael

Osanloo

Ann

Bordelon

Paulette

Dodson

Noah

Glass

Gerard J.

Hart

Richard K.

Lubin

Joshua A.

Lutzker

Michael A.

Miles, Jr.

Executive Leadership

Supports Company priorities and objectives. through strategic and operational insight.

Restaurant Industry Operations

Important for ensuring best practices and executing initiatives.

Multi-Unit Retail Industry Operations

Important as we continue to expand operations while maintaining high quality standards

Consumer-Packaged Goods Experience

Supports oversight of our operations and our strategic plan.

Restaurant Technology Expert

Valuable to our plans to scale our business and improve our efficiency.

Human Capital Management

Helps effective oversight of our efforts to recruit, retain and develop key talent.

Finance and Accounting

Improve oversight of the Company’s financial reporting and internal controls.

Brand Management/Marketing

Guide oversight of our journey to become a recognized and respected brand.

Risk Management

A critical element in the operation and growth of any successful enterprise.

Corporate Governance

Will help us implement and maintain best practices as we mature as a public company.

Cybersecurity

Allows us to leverage technology while maintaining and improving security.


2023 Proxy Statement			13

Proposal 1 Election of Directors

Information Regarding the Directors Nominees

Our Board of Directors

We have a balanced Board whose members individually possess the leadership and character commensurate with the role of director, and which collectively possesses the mix of skills necessary to provide appropriate oversight of a company the size and complexity of Portillo’s. Their experience, qualifications and skills has led the Board to determine that each nominee should serve on the Board.

Biographical information of each of our director nominees is set forth below. The age of each director is as of June 27, 2023, the date of the Annual Meeting.


Age: 61 Director Since: 2014 Committees: Compensation Other Directorships: •Western Union (NYSE: WU) •Chair of Compensation Committee •Member of Governance and ESG Committee
			Michael A. Miles, Jr. Chairman of the Board Favorite Menu Item: Italian Beef with Hot Peppers and Cheddar


			Mr. Miles served as President of Staples, Inc., a $25 billion global office supplies retailer and distributor. He also served as Chief Operating Officer of Pizza Hut for YUM Brands. He began his career with Bain & Company and PepsiCo. He currently serves as an Advisory Director at Berkshire Partners. Reasons for Nomination We believe that Mr. Miles is well qualified to serve on our Board due to his executive leadership experience and the extensive experience he brings related to multi-unit operations, development and marketing.


			What is Your Favorite Portillo’s Value and Why? Greatness. Portillo’s can already claim to be the greatest in terms of the food and experience that make us so loved by our guests. We are on a journey to become the greatest restaurant company in America for our team and our shareholders.


Age: 57 Director Since: 2018
			Michael Osanloo President and Chief Executive Officer, Portillo’s Inc. Favorite Menu Item: Italian Beef, dipped with Hot Peppers


			Mr. Osanloo has served as President and Chief Executive Officer and a member of the Board of Portillo’s OpCo since August 2018. Prior to joining Portillo’s, Mr. Osanloo served as Chief Executive Officer and Director of P.F. Chang’s China Bistro Inc. from March 2015 to October 2018. Prior to being named Chief Executive Officer, Mr. Osanloo served as Executive Vice President of Grocery at Kraft Heinz and held senior leadership roles at Caesar’s Entertainment. From 1996 to 2005, Mr. Osanloo began his business career at Bain & Company where he spent nine years, the last three as a Partner in the Consumer and Retail practice. Mr. Osanloo holds a Master of Business Administration from the University of Chicago, a Juris Doctorate from the University of Illinois College of Law and a Bachelor of Arts degree in Economics from the University of Michigan. Reasons for Nomination Mr. Osanloo’s experience in senior leadership of other public companies makes him well qualified to serve as a member of the Board of Portillo’s.


			What is Your Favorite Portillo’s Value and Why? Greatness. I love our value of Greatness; to me it’s something that has to be earned every single day with every single guest. It also resonates with me as a person who believes in continuous improvement and seeking greatness in all aspects of life!


14

Proposal 1 Election of Directors


Age: 56 Director Since: 2021 Committees: Audit (Chair) Other Directorships: •America’s Car-Mart, Inc.(NASDAQ: CRMT) •Chair of Audit and Compliance Committee •Member of Compensation and Human Capital Committee, Nominating and Governance Committee and Technology and Innovation Committee
			Ann Bordelon Executive Vice Chancellor for Finance & Administration, University of Arkansas Favorite Menu Item: Chocolate Cake


			Ms. Bordelon is Executive Vice Chancellor for Finance & Administration at the University of Arkansas, a position she assumed in 2020. Prior to that, she served as Chief Financial Officer for Mitchell Communications from 2017 to 2020 and NOWDiagnostics from 2015 to 2017. Ms. Bordelon also has 13 years of experience in executive finance roles at Walmart, Inc., including as Chief Audit Executive. She began her career at Ernst & Young. Ms. Bordelon is a certified public accountant. Reasons for Nomination We believe that Ms. Bordelon is well qualified to serve on our Board because of her years of experience in finance and audit leadership at public companies. She brings financial expertise to the board as well as a strong background in multi-unit operations and management.


			What is Your Favorite Portillo’s Value and Why? Energy. Energy creates excitement, fun, innovation and progress; people with energy can move mountains.


Age: 59 Director Since: 2021 Committees: Audit, Nominating and Corporate Governance Other Directorships: •Bark, Inc. (NYSE: BARK) •Corporate Governance and Nominating Committee •Trupanion (Nasdaq: TRUP) •Mather (not-for-profit board) •Chair of Corporate Governance and Nominating Committee •Member of Executive / Compensation Committee
			Paulette Dodson Board Member, Audit Committee and Nominating & Governance Committee Favorite Menu Item: Spicy Chicken Sandwich


			Ms. Dodson was previously General Counsel and Corporate Secretary for Alight, Inc. (NYSE: ALIT), a cloud-based provider of integrated digital human capital and business solutions from May 2018 to 2022. Prior to her role at Alight, Ms. Dodson served as Senior Vice President, General Counsel and Corporate Secretary for PetSmart, Inc. from July 2012 to May 2018, and previously served as Senior Vice President, General Counsel and Corporate Secretary, among other roles, for Sara Lee Corporation. Ms. Dodson received her Bachelor of Arts degree in Urban Legal Studies from City College of New York, and a Juris Doctorate from Cornell University. Reasons for Nomination We believe that Ms. Dodson is well qualified to serve on our Board because of her more than 30 years of experience as an advisor to executives and the boards of directors of Fortune 500 companies and large privately-held companies.


			What is Your Favorite Portillo’s Value and Why? Greatness. It reflects Chicago’s legacy of innovation and excellence.


2023 Proxy Statement			15

Proposal 1 Election of Directors


Age: 42 Director Since: 2017 Committees: Audit Other Directorships: •Olo Inc. (NYSE: OLO) •Share Our Strength (not-for-profit board)
			Noah Glass Chief Executive Officer, Olo Inc. Favorite Menu Item: Garden Dog


			Mr. Glass serves as the Chief Executive Officer of Olo Inc. (NYSE: OLO), the restaurant technology company he founded in 2005. Olo provides a technology platform giving cloud-based e-commerce functionality to multi location restaurant brands. In addition to his unique vantage point on the restaurant sector, Mr. Glass brings experience building and leading a profitable business through its public offering and a strong understanding of information technology. Reasons for Nomination We believe that Mr. Glass is well qualified to serve on our Board due to his experience building and leading a public company and his insight into corporate matters.


			What is Your Favorite Portillo’s Value and Why? Family. “Family First” has been Olo’s #1 value since the beginning, so I’ve always loved that shared value at Portillo’s. Our team and the culture we have created are the backbone of our success.


Age: 65 Director Since: 2016 Committees: Compensation (Chair) Other Directorships: •Red Robin Gourmet Burgers, Inc. (NASDAQ: RRGB)
			Gerard J. Hart President and Chief Executive Officer, Red Robin Gourmet Burgers Inc. Favorite Menu Item: Jumbo Chili Dog with Fries


			Mr. Hart is the President and Chief Executive Officer of Red Robin Gourmet Burgers Inc. (NASDAQ: RRGB). Prior to his role at Red Robin, Mr. Hart served as the Chief Executive Officer of Torchy’s Tacos, a high growth, fast-casual restaurant chain. He retired from this position as of November 2021, after holding it since 2018. Previously, he was Chief Executive Officer of California Pizza Kitchen and Texas Roadhouse. Mr. Hart led the expansion of Texas Roadhouse from 60 to 450 locations. Reasons for Nomination We believe that Mr. Hart is well qualified to serve on our Board due to his relevant experience in managing high growth restaurant chains.


			What is Your Favorite Portillo’s Value and Why? Greatness. For 60 years, Portillo’s has become synonymous with incredible food, hospitality and team culture. It’s this commitment to doing the simple things at a truly great level that’s built a legion of fans and so many long-tenured Team Members.


16

Proposal 1 Election of Directors


Age: 77 Director Since: 2014 Committees: Compensation
			Richard K. Lubin Senior Advisor, Berkshire Partners LLC Favorite Menu Item: Italian Beef and Fries


			Mr. Lubin is a senior advisor at Berkshire Partners LLC which he co-founded in 1986 and was appointed to serve on the Board in connection with the Company’s acquisition by Berkshire Partners. Reasons for Nomination We believe that Mr. Lubin is well qualified to serve on our Board due to his decades of experience serving as a director of numerous private and public companies.


			What is Your Favorite Portillo’s Value and Why? Greatness. To achieve Greatness, we need to be focused on each of our other values, as well as many more.


Age: 48 Director Since: 2014 Committees: Nominating and Corporate Governance (Chair), Compensation Other Directorships: •Boston Symphony Orchestra (not-for-profit board)
			Joshua A. Lutzker Managing Director, Berkshire Partners LLC Favorite Menu Item: Jumbo Chili Dog with Fries


			Mr. Lutzker is a managing director at Berkshire Partners LLC and was appointed to serve on the Board in connection with the Company’s acquisition by Berkshire Partners. Mr. Lutzker co-leads the Consumer and Retail practice at Berkshire and has served on the boards of Aritzia, the women’s fashion retailer, Mielle Organics, a multicultural beauty brand, National Carwash Solutions, a vehicle care systems and solutions company, and SRS Distribution, a roofing distributor, among others. He currently serves on the board of the Boston Symphony Orchestra. Reasons for Nomination We believe that Mr. Lutzker is well qualified to serve on our Board due to the experience he brings building brands and companies in the consumer space.


			What is Your Favorite Portillo’s Value and Why? Family. I am a huge believer in culture as the strongest variable in long-term success for companies. Portillo’s has this in spades, and it makes all the difference.


2023 Proxy Statement			17

Proposal 1 Election of Directors

Board Diversity

Portillo’s is committed to the evolution of the structure and composition of our Board of Directors. We recognize that diversity in age, demographic background, career experience, skills, and thought leadership contribute to robust boardroom dialogues that incorporate a range of perspectives.

The following charts sets forth certain diversity characteristics of our Board:


Board Diversity Matrix as of June 27, 2023
Total Number of Directors		8
	Female	Male
Part I: Gender Identity
Directors	2	6
Part II: Demographic Background
African American or Black	1
Alaskan Native or Native American
Asian
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White	1	6
Two or More Races or Ethnicities
LGBTQ+

Director Independence

Our Nominating and Corporate Governance Committee evaluates our relationships with each director and nominee and makes a recommendation to our Board as to whether to make an affirmative determination that such director or nominee is independent. Our Board has affirmatively determined that each of Mr. Miles, Ms. Bordelon, Ms. Dodson, Mr. Glass, Mr. Hart, Mr. Lubin and Mr. Lutzker - or all of our directors other than our CEO - is an independent director under the applicable Nasdaq rules. Additionally, the Board reviewed the additional Nasdaq independence considerations for Compensation Committee members and determined that each of Messrs. Hart, Lubin, Lutzker and Miles is independent for the purposes of serving on the Compensation Committee. The Board has also affirmatively determined that each of the Mses. Bordelon and Dodson and Mr. Glass meets the definition of “independent directors” for the purpose of serving on the Audit Committee under applicable Nasdaq rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


18

Proposal 1 Election of Directors

Director Nomination Process

Nomination Considerations

Each year, the Board proposes a slate of director nominees for election by shareholders at the Annual Meeting. Shareholders may also recommend candidates for election to the Board, as described below. The Board has delegated the process of screening potential director candidates to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for periodically reviewing 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 in light of Company’s circumstances. The Board may also adopt age or term limits as it deems appropriate.

In identifying and screening director candidates, the Nominating and Corporate Governance Committee considers whether the candidates satisfy the criteria service on our Board, as approved by the Board, which include:

Integrity

Objectivity

Independence

Sound Judgment

Leadership

Courage

Diversity of Experience

As noted above, the Board recognizes and embraces the benefits of having a diverse membership. In evaluating the Board’s composition, the Nominating and Corporate Governance Committee will consider diversity among other relevant considerations, including, but not limited to:

•Professional Experience (e.g., finance and accounting, strategy, risk management, technical expertise, policy-making, etc.)

•Skills & Knowledge

•Race

•Gender

•Ethnicity

•Cultural and Educational Background

•Age

•Sexual Orientation

•Length of Service

Commitment and Limits on Other Activities

Because of the time commitment associated with board service, directors are expected to limit the number of public company boards on which they serve to between three and five (including the Company’s Board), with the lower limit applying to directors who are executive officers of the Company or at any other public company. Directors must advise the Chair of the Board, or the Chair of the Nominating and Corporate Governance Committee and the General Counsel in advance of accepting an invitation to serve on another board.


2023 Proxy Statement			19

Proposal 1 Election of Directors

Change in Principal Occupation

If a director’s principal occupation or business association changes from the position such director held when originally invited to join the Board, the director shall promptly submit to the Chair of the Nominating and Corporate Governance Committee an offer to resign. The Nominating and Corporate Governance Committee will review whether it would be appropriate for the director to continue serving on the Board and recommend to the Board whether, in light of the circumstances, the Board should accept the proposed resignation or request that the director continue to serve. Directors are also expected to inform the Chair of the Nominating and Corporate Governance Committee of other events that could reasonably be perceived to be relevant to consideration about ongoing independence.

Shareholder Nominations

The Nominating and Corporate Governance Committee values the input of shareholders in identifying director candidates. The Nominating and Corporate Governance Committee considers recommendations for Board candidates submitted by shareholders using the criteria it applies to recommendations from the Committee, directors and members of management. Shareholders may submit recommendations by providing the person’s name and appropriate background and biographical information in writing to the attention of the Nominating and Corporate Governance Committee at 2001 Spring Road, Suite 400, Oak Brook, Illinois 60523. Invitations to serve as a nominee are extended by the Board via the Chair of the Board and the Chair of the Nominating and Corporate Governance Committee.


20


			Corporate Governance

Board and Committee Structure

Role of the Board

The role of the Board is to manage and direct the affairs of the company in the interests of all stakeholders in the long-term health and overall success of the business. The Board generally fulfills its role (directly or by delegating certain responsibilities to its committees) by:

•Providing guidance to the CEO and other executives

•Selecting, evaluating and fixing the compensation of the CEO and other executive officers

•Planning for CEO succession and guiding and overseeing management development

•Reviewing and approving strategic plans and providing guidance to management in formulating corporate strategy

•Reviewing and approving the company’s financial objectives and major corporate plans and actions

•Designing governance structures and practices to position the board to fulfill its duties effectively and efficiently

•Overseeing risk management, internal and external audit processes, financial reporting, and disclosure controls and procedures

•Reviewing and overseeing the company’s strategic plans, objectives and risks relating to sustainability, environmental, social and governance matters

•Reviewing major changes in accounting principles and practices

•Overseeing compliance and promoting the ethical culture of the company

•Performing such other functions as the board believes appropriate or necessary

Leadership Structure of the Board of Directors

The positions of Chairman of the Board and Chief Executive Officer are presently separated. We believe this arrangement allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Chairman of the Board to lead the Board of Directors in its fundamental role of providing advice to and independent oversight of management. Our bylaws and corporate governance guidelines, which do not require that our Chairman and Chief Executive Officer positions be separate, allow our Board to determine the board leadership structure that is appropriate for us at any given time, taking into account the dynamic demands of our business, our senior executive personnel, and other factors.

Chairman of the Board responsibilities:

•Presides at all meetings of shareholders and chairs all meetings of the Board of Directors

•Can call special meetings of the Board

•Together with the CEO, establishes the agenda for each Board meeting

The Board does not have a fixed policy regarding the separation of the offices of Chairman of the Board and CEO, and believes that it should maintain the flexibility to select the Chair of the Board and adjust its leadership structure, from time to time, based on the criteria that it deems in the best interests of the Company and its shareholders. The Chairman shall preside at all meetings of shareholders and shall chair all meetings of the Board of Directors. In addition, the Chairman shall perform all duties which may be required by law and such other duties as specified by the Board. When the Chair and the Chief Executive Officer are the same individual, or when the Chair otherwise does not qualify as an independent director, the independent directors may select from among the independent directors a lead independent director with such responsibilities as determined by the Board.

The Board has determined Mr. Miles is qualified to serve in the Chair role because of his substantial experience leading a global retailer and distributor, operational leadership experience in restaurant industry, public company board experience, and experience advising other companies, especially related to multi-unit operations, development, and marketing.


2023 Proxy Statement			21

Corporate Governance

Board Committee Structure

The Board has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each committee is governed by a charter, each of which is available on our investor relations website at http://investors.portillos.com. Shareholders may also obtain a copy of any charter by writing to the Corporate Secretary at the address set forth under “2022 Annual Report and SEC Filings” below.

As of May 11, 2023, the membership of each Committee was as follows:


Name	Audit	Compensation	Nominating and Corporate Governance
Ann Bordelon	Chair
Paulette Dodson
Noah Glass
Gerard J. Hart		Chair
Richard K. Lubin
Joshua A. Lutzker			Chair
Michael A. Miles, Jr.


	Audit Committee

Chair: Ann Bordelon		Meetings held in 2022: 8
Members: Noah Glass and Paulette Dodson

The primary purpose of our Audit Committee under the committee’s charter is to assist the Board’s oversight of:

•audits of our financial statements;

•the integrity of our financial statements;

•our process relating to risk management and the soundness of our systems of internal control over financial reporting and disclosure controls and procedures;

•the qualifications, engagement, compensation, independence and performance of our independent auditor; and

•the performance of our internal audit function.

As of December 25, 2022, our Audit Committee is composed of Ms. Bordelon, Mr. Glass and Ms. Dodson. Ms. Bordelon serves as chair of the Audit Committee. Ms. Bordelon and Mr. Glass each qualify as an “audit committee financial expert” as such term has been defined by the SEC in Item 407(d) of Regulation S-K. Each of Ms. Bordelon, Mr. Glass and Ms. Dodson qualifies as an independent director for the purposes of serving on the Audit Committee under applicable Nasdaq rules and Rule 10A-3 under the Exchange Act. The Audit Committee is governed by a charter that complies with the rules of the Nasdaq and is available on our investor relations website.


22

Corporate Governance


	Compensation Committee

Chair: Gerard J. Hart		Meetings held in 2022: 5
Members: Michael A. Miles Jr., Richard K. Lubin and Joshua A. Lutzker

The primary purpose of our Compensation Committee under the committee’s charter is to assist the Board in overseeing our employee compensation policies and practices, including:

•reviewing, approving and recommending to the Board the executive officer compensation arrangements, plans, policies and programs; and

•reviewing, approving and recommending to the Board executive bonus plans or programs and equity-based compensation plans.

Our Compensation Committee is composed of Mr. Hart, Mr. Lubin, Mr. Miles and Mr. Lutzker, each of whom qualifies as an independent director for purposes of serving on the Compensation Committee. Effective October 4, 2022, Mr. Hart serves as chair of the Compensation Committee. None of Mr. Miles, Mr. Lubin and Mr. Lutzker qualifies as a “non-employee director” as defined under Rule 16b-3 promulgated under the Exchange Act and, therefore, the full Board will approve all equity awards granted to directors and officers of the Company for so long as they are members of the Compensation Committee, unless the Compensation Committee delegates such authority to a subcommittee in accordance with applicable law and its authority under its charter. The Compensation Committee is governed by a charter that complies with the rules of the Nasdaq and is available on our investor relations website.

Compensation Committee Interlocks and Insider Participation

The members of our Compensation Committee as of December 25, 2022 were Mr. Hart, Mr. Lubin, Mr. Lutzker, and Mr. Miles. During 2022, none of our executive officers served (i) as a member of the Compensation Committee or board of directors of another entity, one of whose executive officers served on our Compensation Committee, or (ii) as a member of the Compensation Committee of another entity, one of whose executive officers served on our Board.


	Nominating and Corporate Governance Committee

Chair: Joshua A. Lutzker		Meetings held in 2022: 4
Members: Paulette Dodson and Michael A. Miles Jr.

The primary purposes of our Nominating and Corporate Governance Committee is to recommend candidates for appointment to the Board and to review the corporate governance guidelines of the Company, including:

•identifying and screening individuals qualified to serve as directors;

•recommending to the Board candidates for nomination for election or reelection at the Annual Meeting of shareholders or to fill Board and committee vacancies;

•recommending to the Board the structure and membership of Board committees;

•developing, recommending to the Board and reviewing the Company’s corporate governance guidelines;

•monitoring governance trends and shareholder feedback;

•coordinating and overseeing the annual self-evaluation of the Board and its committees; and

•reviewing on a regular basis the overall corporate governance of the Company and recommending improvements for approval by the Board where appropriate.

The Nominating and Corporate Governance Committee is comprised of Mr. Lutzker, Ms. Dodson and Mr. Miles, each of whom qualifies as an independent director under applicable Nasdaq rules. Mr. Lutzker serves as the chair of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is governed by a charter that complies with the rules of the Nasdaq and is available on our investor relations website.


2023 Proxy Statement			23

Corporate Governance

Board Engagement

Meetings and Attendance

The Board held six meetings in 2022. Each director attended at least 75% of the meetings of the Board and the Committees of which he or she was a member during the time on which they served as a member of the Board and such Committees in 2022.

The Company’s directors recognize their obligation individually and collectively to pay careful attention and to be properly informed. This requires regular attendance at, and preparation for, meetings of the Board and its committees including the advance review of circulated materials, and active participation in Board and committee discussions. The directors also recognize that candor and avoidance (or in circumstances where conflicts are unavoidable or related person transactions are in the interests of the Company, the appropriate handling) of conflicts in fact and in perception are hallmarks of accountability owed to the Company and its shareholders.

Executive Sessions

The non-management directors meet regularly in executive session without members of management present. If any of the non-management directors do not qualify as an “independent director”, at least once a year an additional executive session is held, attended only by independent directors.

Board and Committee Self-Evaluations

As required by our Committee Charters, and in particular, the Nominating and Corporate Governance Committee Charter, our Board conducts an annual performance evaluation to determine whether the Board and its committees are functioning effectively. The evaluation solicits feedback on organizational issues, board functions, business strategy and financial matters, board structure and meeting administration. Focus areas identified through the evaluation will be incorporated into the Board’s agenda for the following year. The Nominating and Corporate Governance Committee will review progress against focus areas identified in the self-evaluation. Each Committee will also conduct its own annual self-evaluation to assess the functioning of the committee and the effectiveness of the committee members, including the Committee chair. The evaluation process is considered and updated each year to reflect evolving governance best practices.


24

Corporate Governance

Beyond the Boardroom

The commitment of our directors extends well beyond preparation for, and participation at, regularly scheduled Board meetings. Engagement outside of Board meetings provides our Directors with additional insight into our business and our industry, and gives them valuable perspectives on the performance of our Company, the Board, our CEO and other members of senior management, and on the Company’s strategic direction.

Director Orientation

Access to Management

Shareholder Engagement

A new director orientation session with key members of our senior leadership team facilitates a seamless onboarding experience. These orientation sessions are highly interactive and immersive.

All directors have full and free access to management both during and outside of regularly scheduled Board and Committee meetings.

Our Board receives periodic updates on shareholder engagement and is directly involved in responding to and participating in communications where appropriate. From time to time, directors participate in direct engagement with our shareholders to discuss specific matters of mutual importance.

Periodic Briefings from Management

Continuing Education

Site Visits

Our management team provides our board with periodic updates on major business developments, milestones, and important internal initiatives. These periodic briefings are intended to keep the board informed between regularly scheduled meetings on matters that are significant to our company and industry.

All directors are encouraged to attend director development programs and conferences that relate to director duties, other corporate governance topics or to other topics relevant to the work of the Board.

Periodically, directors will be invited or may request to visit certain of the company’s restaurants and commissaries. During 2022, the Board visited restaurants in April, October and December and participated in a bus tour of potential Florida sites.

Key Areas of Board Oversight

Company Strategy

Planning and oversight of the Company’s business and development strategy are key responsibilities of the Board. The Board believes that overseeing and monitoring strategy is a continuous process and takes a multi-step approach in exercising its responsibilities. Our entire Board discusses the strategic priorities of the Company, taking into consideration broader economic, consumer and other significant trends, as well as changes in the food industry and regulatory initiatives. Specific topics are also embedded in the work of Committees to ensure that significant time and efforts are devoted to matters deemed material to the business.

While the Board and its committees oversee strategic planning, management is charged with executing our business strategy. Management then works with cross-functional teams to conduct the appropriate assessment, monitoring and mitigation activities to manage risks on a day-to-day basis. To monitor performance against the Company’s strategic goals, the Board receives regular updates and actively engages in dialogue with our Company’s senior leaders. The Board’s discussions are enhanced with first-hand experiences, such as visits to specific markets and interaction with key restaurants, which provide Directors an opportunity to see strategic execution firsthand.

The Board’s oversight and management’s execution of business strategy are intended to help promote long-term shareholder value creation in a sustainable manner, with a focus on assessing and responding to both opportunities available to us and risks that we may encounter.


2023 Proxy Statement			25

Corporate Governance

Risk Oversight

Our Board of Directors does not have a standing risk management committee; rather we administer this oversight function through our Board of Directors as a whole and through those Board Committees to which the Board delegates oversight of risks related to their areas of responsibility.



Board of Directors

Our Board of Directors is responsible for:

•overseeing our risk management process.

•evaluating general risk management strategy, particularly in light of the most significant risks facing Portillo’s.

•overseeing the implementation of risk mitigation strategies by management.

•monitoring and assessing ongoing strategic risk exposure.

Our Board of Directors gets apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

Audit Committee

Nominating and Corporate
Governance Committee

Compensation Committee

Our Audit Committee is responsible for:

•overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures.

•overseeing cybersecurity and technology risks, and risks of fraud.

•overseeing the performance of our internal audit function and considers and approves or disapproves any related-party transactions.

Our Nominating and Corporate Governance Committee is responsible for:

•overseeing risks associated with environmental, social and governance matters and diversity, equity and inclusion.

Our Compensation Committee is responsible for:

•assessing and monitoring whether any of our compensation policies and programs has the potential to encourage unnecessary risk taking.


Oversight of Financial Risk			The Audit Committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The Committee also oversees the performance of our internal audit function and considers and approves or disapproves of any related-party transactions.
Oversight of Compensation Risk			The Compensation Committee assists the Board in its oversight of compensation risk through review of compensation policies and practices for all Team Members, including our NEOs, and have helped to ensure that our compensation programs are not reasonably likely to cause behaviors that would have a material adverse effect on our Company.
Oversight of Cybersecurity Risks			The Audit Committee assists the Board in the oversight of cybersecurity and other technology risks, discusses with management cybersecurity risk mitigation and incident management, and reviews applicable cybersecurity laws, regulations and standards, status of projects to strengthen internal cybersecurity, the evolving threat environment, vulnerability assessments, specific cybersecurity incidents and management’s efforts to monitor, detect and prevent cybersecurity threats.
Oversight of ESG Risks			The Nominating and Corporate Governance Committee assists the Board in its oversight of the Company’s practices, policies, procedures, strategies and initiatives relating to sustainability, including environmental, supply chain and food safety.
Oversight of Human Capital Management Risks			The Compensation Committee assists the Board in its oversight of the Company’s human capital management initiatives, including recruitment and retention of Team Members, and relative compensation and benefits offered to Team Members across the company.


26

Corporate Governance

Environmental, Social & Governance Responsibility

As part of our commitment to delivering value to all of our stakeholders, we recognize the importance of being thoughtful and deliberate about how we impact the environment and society as well as how we operate. We are proud of the steps that we’ve taken to support our people and communities, strengthen our supply chain and implement sustainable practices and we’re excited about the additional ESG opportunities on the horizon.

Community

People

Food Quality and Sourcing

Sustainability

Governance

Our Community Impact

Our teams are passionate about becoming a part of the communities in which we operate. We lead these efforts by building relationships through our Portillo’s For Good initiatives.



•Fundraisers - We partner with local organizations to raise money within our communities by hosting fundraisers, during which 20% of all purchases inside the restaurant goes back to the organization. In 2022, we hosted 1,325 fundraisers and raised over $225,000 through these efforts. •In-Kind Donations - We are dedicated to giving back to local communities and organizations through event donations such as food and gift cards for silent auctions, raffles and fundraisers. •Heart Shaped Cakes - We donate a portion of all Heart Shaped Cakes sold for Valentine's Day and Mother's Day through national partnerships. In 2022, we donated to Share Our Strength and its No Kid Hungry campaign and the American Red Cross •New Restaurant Openings & Sneak Peek Meals - When we open new restaurants, we raise money for local organizations through our sneak peek meals and donate food from our team trainings to local hospitals and first responders. For our openings in 2022, we partnered with 6 organizations for a total of approximately $45,000 donated.			•Unexpected Times of Need - When our local communities face unfortunate events such hurricanes, fires, tornados or other disasters, Portillo’s Team Members step up and offer support by volunteering time and donating Portillo’s food to families affected by these life-altering situations that are beyond their control. •Kid's "Reading Takes the Cake" Program - We incentivize young scholars to reach outstanding academic achievements. Students can redeem their reward in-restaurant for a free slice of chocolate cake. •Heart of Portillo’s Fund - In June 2020, Portillo’s launched The Heart of Portillo’s Fund (“HOP”), a 501(c)3 dedicated to supporting our Team Members facing financial hardships. In 2022, the fund raised over $350,000 to provide emergency assistance to Team Members and awarded over 40 grants.

Our Sourcing and Supply Chain

We are committed to maintaining our high-quality food standards through fresh ingredients that meet our stringent specifications. We partner with a variety of companies that are similarly aligned with producing and providing high quality products, each of whom goes through a comprehensive evaluation process to ensure our standards and expectations are met on a continual basis and facilitates real-time performance assessments to identify any potential gaps in food safety or quality and implement corrective measures where required. Further, our relationships with our suppliers and distribution partners are governed by a code of conduct to ensure that all parties are conducting themselves in a responsible, ethical way.


2023 Proxy Statement			27

Corporate Governance

People and Culture

People are at the Heart of Portillo’s

We believe that people are the Heart of Portillo’s, and our brand comes to life with the values our team practices every day. Portillo’s is proud of our people-centric culture that is centered on working together to create a fun, energetic atmosphere while living our values:



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”).


•Raised over $1 million for the Heart of Portillo’s Team Members assistance fund •Enhanced suite of benefits with LinkedIn Learning and Wellness while decreasing the cost of medical insurance for our hourly Team Members		•Launched Ignite leadership program in 2022 for personal and professional development •Cultivated local ownership and execution of activities increasing engagement


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.


•Annual General Manager Summit to motivate, inspire, and celebrate our most energetic restaurant leaders •Established programs to celebrate memorable moments and milestones		•Referral incentives to encourage friends and family to have fun working together at Portillo’s •Tailored team building activities based on individual location engagement survey results


VALUES-DRIVEN, PEOPLE-CENTRIC CULTURE
DOING THE RIGHT THING FOR OUR PEOPLE

People-Centric Approach

Our Team Member base, as of December 25, 2022, consisted of 8,040 Team Members. This included 171 Restaurant Support Center (“RSC”) Team Members, 295 restaurant managers, assistant general managers, and general managers, and 7,489 restaurant hourly Team Members in positions such as crew chief, training lead, food production and guest services. We also have 73 hourly Team Members and 12 managers and above at our commissaries.

Our executives have extensive experience in the restaurant industry. In August 2022, we hired an industry real estate and development executive who comes to Portillo’s with achievements in scaling people, process, and systems in large organizations.

Our Board and Committees provide oversight on certain human capital programs. The Compensation Committee, with input from management and advice from a third-party compensation consultant who provides benchmarked data, has responsibility for administering and approving compensation, including our incentive and equity-based plans for executive officers. We discuss talent and succession plans annually for key positions and levels including the executive team.


28

Corporate Governance

Values-Driven, People-Centered Culture

In 2022, Portillo’s was selected by QSR Magazine as one of the Best Brands to Work For. In addition, we received a Best in Biz Award in the ‘Best Place to Work’ category. We believe this is the result of our conviction that our People are the Heart of Portillo’s. We hire and train great people who can turn their obsession for our brand into a profession. Our Team Members are passionate about our food, love our guests, and call their teammates “family.” And that family is both diverse and inclusive. We strive to foster a sense of individuality, safety, support, belonging and fairness through inclusive practices in talent acquisition, talent management, total rewards and learning and development.

Our people-centric culture is anchored on working together to create a fun, energetic atmosphere while living our values of Family, Fun, Greatness and Energy.

Living these values reinforces the culture we’re proud to have built. It’s why we are passionate about attracting and selecting team members who are aligned with our purpose and values, as well as why we established an employee value proposition centered around culture. It’s also why our Team Members are our best ambassadors and why we’ve seen success with our referral program. Our culture results in top quartile retention of management and hourly Team Members in the industry.

Leadership Development


We provide a full spectrum of resources, from skill building to leadership development, at every level in the organization. Our philosophy is to develop people to be ready before a position is open, as opposed to waiting for a position to be open and then training them. We view this investment as fundamental to our growth, building a pipeline of leaders for our future. In 2022, more than 80% of our leadership openings were filled internally.						Over 80% Internal Promotion Rate 2022

We are committed to continuing education and providing ways for individuals to nurture their talents. In 2022, Portillo’s invested in LinkedIn Learning for all hourly Crew Chiefs, Restaurant Management, and RSC Team Members. This initiative allows us to provide additional learning and development opportunities above and beyond job skills or initial leadership development. We have also partnered with Better Up Coaching to give our leaders feedback and create opportunities for personal growth.

To ensure everyone has access to our leadership program, we continue to hold quarterly career interest days in all markets, where interested Team Members hear about opportunities within the company and how to apply for development programs. In addition, we work with Team Members and managers to build individual development plans with training and experiences and we hold regularly scheduled development programs throughout the year for each level of leadership. Further, we hold bi-annual talent and succession planning meetings to identify and support individuals with career pathing and development opportunities. In 2022, we also leveraged our training lead program to include a dedicated Team Members in each restaurant to oversee station and new initiative training.

Engagement & Experience

We believe in our Team Members having a voice to share their ideas, feedback and contribute to organizational success. We continue to partner with Gallup to implement our EverEngaged survey to gather, listen to and act on our Team Members’ feedback. Our engagement overall score improved in a year where the overall national score declined. Our engagement results for our multi-unit and general managers were in the top quartile scores. Our Team Members reported that they know what is expected of them at work and strongly agree they have what they need to do their jobs. This is foundational to an individual’s engagement and success. We will conduct this survey annually to measure improvement and areas of focus. In addition to the survey, we regularly hold roundtable discussions with Team Members and stay interviews with leaders to gain insights into ways we can cultivate an energizing, collaborative work environment.

We have also prioritized a flexible work environment, addressing work-life flexibility and balance across our different workplaces. In 2022, we implemented a new scheduling system that allows our hourly Team Members to align their work schedule with their personal schedule, as well as submit schedules, trade shifts and submit all time-off requests in an easier way. For our RSC Team Members, we provide the option to work remote or at the office, based on personal preference and business needs. We still make sure to nurture our culture in this flexible environment. Quarterly, we hold engagement-focused RSC culture weeks to bring the team together in person for connecting, recognition and development.

In the spirit of continuing education, we also have a “no meeting” policy for Friday afternoons. Instead, our Team Members can use this time for professional development or focused work time. From Memorial Day through Labor Day, Team Members can also take this time for personal use and get an early start to the weekend.


2023 Proxy Statement			29

Corporate Governance

Total Rewards

The physical, financial, and mental well-being of our Team Members remains our top priority, and we continue to invest in their success. We believe in a total rewards philosophy of providing top quartile pay in our restaurants, especially across our leadership positions. We remain focused on compensating our Team Members equally across gender and race/ethnicity.

This commitment is evidenced by our investment in our compensation packages and robust suite of benefit offerings. In 2022, we increased base hourly pay across many of our geographies and all of our restaurant management positions. Additionally, we enhanced our benefits with parental leave and reduced healthcare premiums for our hourly Team Members. To prioritize overall well-being, we also continue to enhance our wellness platform to provide fitness and other programs that promote wellness of the whole individual.

We believe all of our Team Members should act like owners of the Company, and we are committed to providing all Team Members with an ownership opportunity. To that end, in 2022, we implemented our Employee Stock Purchase Plan (“ESPP”), internally referred to as “Beef Stock.” Eligible Team Members can contribute up to 15% of their gross base earnings for purchases under the ESPP through regular payroll deductions, subject to an annual maximum dollar amount. In addition to our Beef Stock program, all restaurant Team Members who are newly hired or promoted to a General Manager role become eligible to receive awards under our long-term equity incentive plan. In 2023, many of our leaders will receive annual grants providing our team with opportunities to own shares, which supports retention of key Team Members.

Diversity, Equity, Inclusion and Belonging

At Portillo’s, we embrace Diversity, Equity, Inclusion and Belonging (“DEIB”) through our core values of Family, Greatness, Energy and Fun. These values are engrained in everything we do as a company, and they guide how we support our Portillo’s family.

This past year we launched our DEIB initiative. The DEIB initiative is sponsored by two members from our executive leadership team and one member from our Board of Directors. It is guided by our DEIB Advisory Group, which reviews programs ideated by our 10-member DEIB committee. This cross-functional working group is building the framework for programs that support a diverse workforce. This includes increased awareness and education among our Team Members, with courses such as Unconscious Bias. We’ve also expanded our recruiting efforts to encourage members of underserved communities, such as military veterans, to join the Portillo’s family.

Environmental Responsibility and Sustainability Initiatives

We have taken a thoughtful look at our supply chain and operations to identify opportunities to embrace being environmentally friendly in ways that make a difference to our guests, Team Members and shareholders every day.

•We took a critical look at our packaging to identify opportunities to improve sustainability and decrease waste and began to make changes, including swapping out our Styrofoam sandwich clamshells for paper ones.

•We have undertaken projects to continue to improve and refine the Portillo’s experience in ways that benefit our guests while being more resource-efficient and improving operational flow for our Team Members.

•We completed a Scope 1 and 2 emissions review for the second year in a row and identified opportunities to make improvements.

•We explored opportunities to limit food waste, including donating food prepared during trainings and partnering with suppliers.

Governance & Ethics

At Portillo’s, everyone from our Team Members to our management team to our Directors are committed to the ethical operation of our business and we are committed to managing the risks, opportunities, and responsibilities that arise from ESG matters. Our Nominating and Corporate Governance Committee oversees and reviews the Company’s strategic plans, objectives and risks related to sustainability and ESG matters, including monitoring governance and other developments and making recommendations to the Board accordingly.


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Corporate Governance

Executive Succession Planning

The Board oversees the succession planning process for the senior executive team and the Company’s program for management development. The Board periodically reviews management development and succession plans with respect to senior management positions. The Board considers from time to time as appropriate potential successors to the CEO in the event of his resignation, retirement or disability. The CEO reports from time to time to the Board on succession planning and management development.

Shareholder Engagement and Communication with the Board

Portillo’s commitment to transparency extends through a robust shareholder engagement program. We communicate with our shareholders, prospective investors, and other stakeholders in a variety of ways throughout the year, including through social media, virtual meetings, and in-person events hosted by us or others. In 2022, members of Portillo’s management team held over 100 meetings with both current and prospective investors. Discussions primarily centered on company results, macroeconomic conditions, consumer behavior and sentiment, the company’s longer-term growth strategy, capital allocation priorities, evolution of capital structure post-IPO, company culture, and other restaurant industry trends and developments. Portillo’s also hosted its Inaugural Investor Day in November 2022 as part of its ongoing efforts to educate the investment community on the differentiators of the Portillo’s brand and the key drivers of Portillo’s business and its longer-term growth opportunities.

Any shareholder or other interested party may contact the Board of Directors, including the Chairman of the Board or the independent directors as a group, or any individual director or directors, by writing to the intended recipient in care of Portillo’s Inc., 2001 Spring Road, Suite 400, Oak Brook, Illinois 60523, Attention: Corporate Secretary. Any communication to report potential issues regarding accounting, internal controls and other auditing matters will be directed to the Audit Committee. Our General Counsel and Corporate Secretary, or her designees, will review and sort communications before forwarding them to the addressee, although communications that do not, in the opinion of the General Counsel and Corporate Secretary or her designees, deal with the functions of the Board or a Committee or do not otherwise warrant the attention of the addressees may not be forwarded.


2023 Proxy Statement			31

Corporate Governance

Shareholder Engagement Highlights



Who Do We Engage? We engage with a wide range of constituents, including: •Institutional shareholders •Retail shareholders •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 •Board of Directors •Senior management						TOPICS OF ENGAGEMENT Our interactions cover a broad range of business topics, including company results, macroeconomic conditions and resulting impact on consumer behavior, the company’s longer-term growth strategy, capital allocation priorities, evolution of capital structure post-IPO, company culture, and other restaurant industry trends and developments.

Annual Engagement Calendar

In 2022, we actively engaged with both current and prospective shareholders at institutional investor conferences and other company-sponsored events year-round.

January

•Jefferies Annual Winter Restaurant, Foodservice, Gaming, Lodging & Leisure Summit

•ICR’s Virtual Conference

June

•Loop Capital Virtual Investor Conference

•William Blair’s 42nd Annual Growth Stock Conference

•Baird’s Global Consumer, Technology & Services Conference

•Piper Sandler’s “The Year of the Restaurant” Investor Summit

•Portillo’s Annual Meeting of Shareholders

November

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SEC Form DEF 14A filed by Portillo's Inc.