Ms. Bordelon has served since 2021, so her tenure fully overlaps Portillo's severe stock underperformance: the stock has lost roughly 71% over three years while the company's own disclosed peer group of restaurant companies lost only about 12% on average — a gap of nearly 59 percentage points, far exceeding the 20-point threshold that triggers a no vote for directors overseeing a company with negative total returns. The 5-year check does not rescue the vote because the 5-year gap of 37 percentage points also exceeds the 20-point threshold, indicating this is not a short-term blip but sustained underperformance across her entire tenure.

Ms. Dodson has served since December 2021, so her tenure substantially overlaps the period of severe stock underperformance; Portillo's shares have dropped roughly 71% over three years against a peer group median decline of only about 12%, a gap nearly three times the policy's trigger threshold. The five-year check also fails — the longer-term gap of roughly 37 percentage points still exceeds the 20-point threshold — confirming that this is sustained underperformance rather than a temporary dip, warranting an against vote.

Mr. Glass has served since 2017 and his tenure entirely covers the period in which Portillo's stock has dramatically underperformed its restaurant industry peers — a nearly 59-percentage-point gap over three years against a 20-point policy trigger. The five-year record shows a 37-point gap that also exceeds the threshold, so the longer track record provides no mitigating relief, and an against vote is warranted.

Mr. Hart has served since 2016 and chairs the Compensation Committee, meaning his tenure fully encompasses the company's sustained period of severe underperformance relative to restaurant peers; the three-year gap of nearly 59 percentage points is far above the 20-point trigger, and the five-year gap of 37 points confirms this is not a recent temporary problem, requiring an against vote.

Mr. Miles has served on the board since 2014 — the longest-tenured director on the slate — and his tenure entirely spans the company's severe and sustained stock underperformance; the three-year gap of nearly 59 percentage points versus the peer group far exceeds the 20-point trigger, and the five-year gap of 37 points also exceeds the threshold, confirming that the underperformance is not a recent aberration. The policy applies the same TSR trigger to executive directors and former interim CEOs as to all other directors, independent of any assessment of pay structure.