Interim CFO Pamela Smith joins Portillo’s (NASDAQ: PTLO) on short-term deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Portillo’s Inc. appointed Pamela Smith as Interim Chief Financial Officer, effective May 20, 2026, following the previously announced departure of Michelle Hook. Smith will serve as both principal financial officer and principal accounting officer until successors are appointed.
Smith, age 59, brings prior senior financial planning and analysis experience from Estée Lauder and Redbox and currently leads a boutique advisory firm. Under an independent contractor agreement effective May 20, 2026 and expiring July 1, 2026 unless extended, she will be paid $14,000 per week and reimbursed for reasonable travel expenses but will not participate in company benefit or equity plans. The Board has started a search process for a permanent CFO with the help of a global executive search firm.
Positive
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Negative
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8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Interim CFO weekly pay: $14,000 per week
Agreement effective date: May 20, 2026
Agreement expiry date: July 1, 2026
+2 more
5 metrics
Interim CFO weekly pay
$14,000 per week
Compensation under independent contractor agreement
Agreement effective date
May 20, 2026
Start of interim CFO independent contractor agreement
Agreement expiry date
July 1, 2026
Scheduled expiration of interim CFO agreement unless extended
Interim CFO age
59 years
Age of Pamela Smith at time of appointment
Exhibit 10.1
Independent Contractor Agreement
Filed as exhibit to 8-K for Pamela Smith engagement
Key Terms
Interim Chief Financial Officer, principal financial officer, independent contractor agreement, Regulation FD, +1 more
5 terms
Interim Chief Financial Officer financial
"appointed Pamela Smith to serve as Interim Chief Financial Officer, effective May 20, 2026"
An interim chief financial officer is a temporary leader responsible for managing a company's financial activities, such as budgeting, financial planning, and reporting, during a transitional period. Think of it as filling in for a key manager until a permanent replacement is found. For investors, this role is important because it ensures financial stability and clear guidance during times of change or uncertainty.
principal financial officer financial
"will serve as the Company’s principal financial officer and principal accounting officer"
The principal financial officer is the senior executive who runs a company's financial operations: preparing and certifying financial reports, managing accounting controls, budgets and cash flow, and advising on financial strategy. Investors care about this role because its competence affects how trustworthy the company’s numbers are, how well it manages risk and capital needs, and the credibility of forecasts—like the chief navigator steering a firm's financial course.
independent contractor agreement financial
"entered into an independent contractor agreement, dated May 20, 2026"
Regulation FD regulatory
"Item 7.01. Regulation FD Disclosure. Exhibit 99.1 shall not be deemed “filed”"
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
Item 404(a) of Regulation S-K regulatory
"no direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM | ||
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 20, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | ||||||||
(630 ) 954-3773
(Registrant’s telephone number, including area code)
| N/A | ||
| (Former name or former address, if changed since last report) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Interim Chief Financial Officer
On May 20, 2026, the Board of Directors of Portillo’s Inc. (the “Company”) appointed Pamela Smith to serve as Interim Chief Financial Officer, effective May 20, 2026. Ms. Smith will serve as the Company’s principal financial officer and principal accounting officer, replacing Michelle Hook in both roles in connection with Ms. Hook’s previously announced departure, and continuing until one or more successors is appointed for each respective role.
Ms. Smith, age 59, has served as Founder and CEO of a boutique advisory firm providing interim financial leadership and strategic planning support to public, private, and non-profit organizations in the manufacturing and service industries since 2017. Previously, she served as Senior Vice President, Corporate Financial Planning & Analysis for Estée Lauder Companies from 2014 until 2016 and prior to that role, she held the position of Senior Vice President/CFO, Financial Planning & Analysis at Redbox from 2013 through 2014.
In connection with Ms. Smith’s appointment, Ms. Smith and the Company entered into an independent contractor agreement, dated May 20, 2026 (the “Agreement”), pursuant to which Ms. Smith will serve as Interim Chief Financial Officer. The Agreement is effective May 20, 2026 and expires July 1, 2026 unless earlier terminated or extended in accordance with the Agreement. Pursuant to the Agreement, Ms. Smith will be compensated at a rate of $14,000 per week, subject to proration for partial weekly periods, and will be reimbursed for reasonable airfare, travel and accommodation expenses consistent with the Company’s travel policy. Ms. Smith will not be eligible to participate in any of the Company’s employee benefit plans or equity incentive compensation programs. Ms. Smith will be subject to customary confidentiality, indemnification and intellectual property assignment obligations. The foregoing summary does not purport to be a complete description and is qualified in its entirety by the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Other than the Agreement, there are no arrangements or understandings between Ms. Smith and any other persons pursuant to which she was appointed as Interim Chief Financial Officer, and no family relationships between Ms. Smith and any director or executive officer of the Company. Additionally, Ms. Smith has no direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
The Board has initiated a process to identify a successor to Ms. Smith and has engaged a leading global executive search firm to assist in the search process.
Item 7.01. Regulation FD Disclosure.
Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
10.1 | Independent Contractor Agreement, dated as of May 20, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| Portillo's Inc. | |||||||||||
| (Registrant) | |||||||||||
| Date: May 21, 2026 | By: | /s/ Kelly M. Kaiser | |||||||||
| Kelly M. Kaiser | |||||||||||
| General Counsel and Secretary | |||||||||||
FAQ
What executive change did Portillo’s (PTLO) announce in this 8-K?
Portillo’s announced that Pamela Smith was appointed Interim Chief Financial Officer, effective May 20, 2026. She will act as both principal financial officer and principal accounting officer, replacing Michelle Hook following her previously announced departure from those roles.
How long will Pamela Smith serve as Interim CFO of Portillo’s (PTLO)?
Pamela Smith’s independent contractor agreement is effective May 20, 2026 and expires July 1, 2026. She will serve as Interim CFO during this period unless the agreement is earlier terminated or extended in accordance with its terms.
What is the compensation structure for Portillo’s Interim CFO Pamela Smith?
Pamela Smith will be compensated at a rate of $14,000 per week under her independent contractor agreement. She will also be reimbursed for reasonable airfare, travel and accommodation expenses in line with Portillo’s corporate travel policy.
Is Portillo’s Interim CFO eligible for company benefits or equity plans?
Pamela Smith will not be eligible to participate in Portillo’s employee benefit plans or equity incentive compensation programs. Her arrangement is structured as an independent contractor role with weekly cash compensation and expense reimbursement only.
What is Pamela Smith’s background before becoming Interim CFO at Portillo’s?
Pamela Smith has led a boutique advisory firm providing interim financial leadership since 2017. Previously, she was Senior Vice President, Corporate Financial Planning & Analysis at Estée Lauder Companies and Senior Vice President/CFO, Financial Planning & Analysis at Redbox.
How is Portillo’s searching for a permanent CFO to replace the interim role?
Portillo’s Board has initiated a process to identify a successor to Interim CFO Pamela Smith. The company has engaged a leading global executive search firm to assist with the search for one or more permanent successors for the finance leadership roles.