UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCWashington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN

PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the registrantRegistrant  ☒

Filed by a partyParty other than the registrantRegistrant  ☐

Check the appropriate box:

Potbelly CorporationPOTBELLY CORPORATION

(Name of registrantRegistrant as specified in its charter)Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of the filing fee (check the appropriate box)Filing Fee (Check all boxes that apply):

March 23, 2017April 1, 2022

Dear Fellow Stockholder:

You are cordially invited to virtually attend our Annual Meeting of Stockholders (including any adjournments or postponements thereof, the “Annual Meeting”) on May 11, 2017. We19, 2022, which will holdbe held in a virtual meeting format only via live audio webcast. Included with this letter are the notice of annual meeting at 8:00 a.m., Central Time, at the Westin O’Hare Hotel, 6100 N. River Road, Rosemont, Illinois 60018. Details of stockholders, a proxy statement detailing the business to be conducted at the Annual Meeting, and a proxy card. You may also find electronic copies of these documents online at www.proxyvote.com.

Regardless of whether you plan to attend our virtual Annual Meeting, it is important that your voice be heard. We encourage you to vote in advance of the meeting by telephone, by Internet or by signing, dating and returning your proxy card by mail. You may also vote by attending the virtual annual meeting at http://www.virtualshareholdermeeting.com/PBPB2022 and voting online. Full instructions are givencontained in the notice of meetingproxy statement and Proxy Statement that follow.

Please vote promptly by following the instructions in this Proxy Statement or in the Notice of Internet Availability of Proxy Materials that was sent to you.enclosed proxy card.

Sincerely,

Aylwin Lewis

Chairman of the Board and Chief Executive Officer

111 North Canal Street, Suite 850325

Chicago, Illinois 60606

NOTICE OF ANNUAL MEETING OF

STOCKHOLDERS

TO BE HELD ON MAY 11, 2017

To our Stockholders:19, 2022

The 20172022 Annual Meeting of Stockholders (including any adjournments or postponements thereof, the “Annual Meeting”) of Potbelly Corporation (the “Company”) will be held on May 11, 2017,19, 2022, at 8:00 a.m. Central Time (with login beginning at the Westin O’Hare Hotel, 6100 N. River Road, Rosemont, Illinois 600187:45 a.m., Central Time) exclusively via live audio webcast at http://www.virtualshareholdermeeting.com/PBPB2022, for the following purposes:

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

The Board of Directors has set the close of business on March 15, 201723, 2022 as the record date for determining Stockholdersstockholders of the Company entitled to notice of and to vote at the Annual Meeting. AYou may examine our list of stockholders entitled to vote at the Stockholders as ofAnnual Meeting during the record dateAnnual Meeting by following the instructions provided on the meeting website during the Annual Meeting. The stockholder list will also be available for inspection by Stockholders,examination during normal business hours for ten days prior to the Annual Meeting for any purpose germane to the Annual Meeting,meeting at the Company’s offices andour corporate headquarters at the offices of American Stock Transfer & Trust Company LLC, the Company’s independent share transfer agent, during normal business hours for a period of 10 days prior to the Annual Meeting. The list will also be available for inspection by Stockholders at the Annual Meeting.111 North Canal Street, Suite 325, Chicago, Illinois 60606.

All Stockholdersstockholders are cordially invited to attend the virtual Annual Meeting. To participate in the virtual Annual Meeting, you will need the 16-digit control number that appears on your proxy card or the instructions that accompanied your proxy materials. Beneficial owners will need to register in person.order to attend the virtual Annual Meeting. For detailed instructions, please refer to page 9 under “Annual Meeting Procedures.”

EVEN IF YOU CANNOT ATTEND THE VIRTUAL ANNUAL MEETING, PLEASE TAKE THE TIME TO PROMPTLY VOTE YOUR PROXY BY CAREFULLY FOLLOWING THE INSTRUCTIONS ON THE NOTICE REGARDING AVAILABILITY OFTHE PROXY MATERIALS. ALTERNATIVELY, CARD. IF YOU HAVE REQUESTED WRITTENWISH TO VOTE USING A PAPER PROXY MATERIALS,CARD, PLEASE SIGN, DATE AND RETURN THE PROXY CARD IN THE RETURN ENVELOPE PROVIDED AS PROMPTLY AS POSSIBLE.

Important Notice Regarding theof Internet Availability of Proxy Materials for the Annual Meeting to be Held on May 11, 2017: the19, 2022: The Proxy Statement for the Annual Meeting and the Annual Report to Stockholderson Form 10-K for the fiscal year ended December 26, 2021 are available atwww.proxyvote.com.

By order of the Board of Directors,

Matthew RevordAdiya Dixon

Senior Vice President, Chief Legal Officer General Counsel and Secretary

March 23, 2017April 1, 2022

IMPORTANT

TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE VIRTUAL ANNUAL MEETING, WE URGE YOU TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE POSTAGE PRE-PAID ENVELOPE PROVIDED, OR VOTE BY TELEPHONE OR THE INTERNET AS INSTRUCTED ON THE PROXY CARD, WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING. YOU CAN REVOKE YOUR PROXY AT ANY TIME BEFORE THE PROXIES YOU APPOINTED CAST YOUR VOTES.

PROXY STATEMENT

Table of Contents

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PROXY STATEMENT

The Board of Directors (the “Board of Directors” or “Board”) of Potbelly Corporation, a Delaware corporation (the “Company”), is using this Proxy Statement to solicit your proxy for use at our 2017 Annual Meeting. We are sending a Notice Regarding the Availability of Proxy Materials for the2022 Annual Meeting and making proxy materials available to stockholders (or, for those who request, a paper copy of this Proxy Statement andStockholders (including any postponements or adjournments thereof, the form of proxy) on or about March 23, 2017, to our stockholders of record as of the close of business on March 15, 2017.“Annual Meeting”). References in this Proxy Statement to “Potbelly,” the “Company,” “we,” “us,” “our” and similar terms refer to Potbelly Corporation.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Important Notice RegardingWe are sending this Proxy Statement, the Availability of Proxy Materials for the Annual Meeting to be Held on May 11, 2017

This Proxy Statementenclosed proxy card and our Annual Report on Form 10-Kfor the fiscal year ended 2016, which includes our Annual Report on Form10-K, are available onDecember 26, 2021 (collectively, the Internet atwww.proxyvote.com. Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”“Proxy Materials”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice Regarding the Availability of Proxy Materials to our stockholders of record as of the close of business on March 15, 2017. All stockholders will have23, 2022, the ability to access our proxy materialsrecord date (the “Record Date”). Stockholders of record at the close of business on the website referredRecord Date will be entitled to invote at the Notice RegardingAnnual Meeting. As of the AvailabilityRecord Date, 28,839,578 shares of our common stock, $0.01 par value per share, were outstanding. Stockholders are entitled to one vote for each share of common stock held. A majority of these shares present virtually or represented by proxy at the Annual Meeting will constitute a quorum for the transaction of business.

The Proxy Materials (www.proxyvote.com)are first being mailed to our stockholders of record on or about April 1, 2022.

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Annual Meeting Information

Matters to requestbe Voted on at the Annual Meeting and Board Recommendations

Board Highlights

The following tables provide summary information about our current Board of Directors, including their ages as of December 26, 2021. Marla Gottschalk and Benjamin Rosenzweig are currently members of the Board of Directors but will not stand for re-election, and therefore are not director nominees. The Board of Directors anticipates appointing David Pearson to receive a printed setthe role of our proxy materials. Instructions on howChair of the Audit Committee and David Near to access our proxy materials over the Internet or request a printed copyrole of our proxy materials may be foundChair of the Compensation Committee once the current terms of Marla Gottschalk and Benjamin Rosenzweig have ended at the Annual Meeting.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Why am I receiving these materials?

Our Board of Directors is soliciting proxies in connection with the Annual Meeting. The Company will bear the cost of preparing, printing and mailing the materials in connection with this solicitation of proxies. The Company has retained DF King for certain advisory and solicitation services at a fee of approximately $10,000. Proxies also may be solicited on the 2017 Annual MeetingCompany’s behalf by officers and other employees. The Company will reimburse banks and brokers for their reasonable out-of-pocket expenses related to forwarding proxy materials to beneficial owners of Stockholders. Onstock or about March 23, 2017, we expect to beginotherwise in connection with this solicitation. We are mailing these proxy materials to stockholders of record as of the close of business on March 15, 2017,23, 2022, the record date. OnRecord Date.

You are receiving this Proxy Statement as a stockholder of the record date, there were 25,063,935 sharesCompany. We request that you promptly use the enclosed proxy card to vote, by telephone, Internet, or mail, in the event you desire to express your support of our common stock outstanding.or opposition to the proposals.

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF THE NINE DIRECTOR NOMINEES NAMED IN PROPOSAL 1 AND “FOR” PROPOSALS 2 AND 3.

Where and when is the Annual Meeting of Stockholders?Meeting?

We will hold the Annual Meeting of Stockholdersvirtually on Thursday, May 11, 2017,19, 2022, at 8:00 a.m., Central Time (login beginning at 7:45 a.m., Central Time), exclusively via live audio webcast. Please go to www.virtualshareholdermeeting.com/PBPB2022 for instructions on how to participate in the Westin O’Hare Hotel, 6100 N. River Road, Rosemont, Illinois 60018.Annual Meeting.

What am I being asked to vote on at the meeting?Annual Meeting?

We are asking our stockholders to consider the following items:proposals at the Annual Meeting:

Who can vote?

Stockholders of record at the close of business on March 23, 2022, the Record Date, may vote at the Annual Meeting.

What is the difference between holding shares as a “stockholder of record” and as a “beneficial owner”?

If your shares are registered directly in your name with our transfer agent, you are considered the “stockholder of record” with respect to those shares. We have sent these proxy materials directly to you.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of the shares held in street name. Your broker, bank or other nominee who is considered the stockholder of record with respect to those shares has forwarded these proxy materials to you. As the beneficial owner, you have the right toYou should direct your broker, bank or other nominee on how to vote your shares by using the voting instruction cardform included in the mailing or by following their instructions for voting by telephone or the Internet.

How can I vote my shares?

You can vote by proxy or in person.

What is a proxy?

It is your legal designation ofIf you legally designate another person to vote the stockshares you own. That otherown at a meeting of stockholders according to your instruction, that person is called ayour proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. We have designated two of our officers to serve as proxies for the Annual Meeting of Stockholders to be held on May 11, 2017. These officers are Aylwin LewisMeeting: Robert D. Wright and Matthew Revord.Adiya Dixon.

How You Can Votecan I vote my shares?

Stockholders of Record.Record. Stockholders of record may vote their shares or submit a proxy to have their shares voted by one of the following methods:

Beneficial Owners.Owners. If you are the beneficial owner of your shares of common stock (that is, you hold your shares in “street name” through an intermediary such as a broker, bank or other nominee), you will receive instructionsa voting instruction form from your bank, broker bank or other nominee.

Your bank, broker bank or other nominee will not vote your shares of stock on any mattersProposals 1 or 3 unless you provide them instructions on how to vote your shares of stock.shares. You should instruct your bank, broker or other nominee how to vote your shares of stock by following the

directions provided by your broker or nominee. Alternatively, you may obtain a proxy from your bank, broker or other holder of record and bring it with you to hand in with a ballot in order to be able to vote your shares at the meeting. If you choose to vote at the meeting, you must bring the following: (i) proof of identification, (ii) an account statement or letter from the broker, bank or other nominee indicating that you are the owner of the stock and (iii) a signed proxy from the stockholder of record giving you the right to vote the stock. The account statement or letter must show that you were the beneficial owner of the stock on March 15, 2017.nominee.

General.General. If you submit your proxy using any of the methods above, Aylwin LewisRobert D. Wright or Matthew RevordAdiya Dixon will vote your shares in the manner you indicate. You may specify whether your shares should be voted for all, some, or none of the nominees for director, and for, and against or againstabstain from voting for Proposals 2 and 3 and any other proposals properly introduced at the Annual Meeting. If you vote by telephone or Internet and choose to vote with the recommendation of our Board of Directors, or if you vote by mail, sign your proxy card, and do not indicate specific choices, your shares will be voted “FOR”FOR the election of each of the nominees fornine director and “FOR”nominees

(Proposal 1); FOR ratification of the appointment of Deloitte & Touche LLP to serve as our independent public accounting firm.firm (Proposal 2); and FOR the non-binding resolution to approve our 2021 named executive officer compensation (Proposal 3).

If any othera matter to be considered at the Annual Meeting is presented,timely submitted pursuant to Rule 14a-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), your proxy will authorize Aylwin LewisRobert D. Wright or Matthew RevordAdiya Dixon to vote your shares in accordancetheir discretion with their best judgment.respect to any such matter subsequently raised at the Annual Meeting. At the time this Proxy Statement was filed, we knew of no matters to be considered at the Annual Meeting other than those referenced in this Proxy Statement.

How can I revoke my proxy?

You may revoke a proxy in any one of the following three ways:

IsIf I have already voted by proxy on one or more proposals, can I change my vote confidential?vote?

Yes. Voting tabulations are confidential exceptTo change your vote by proxy, simply sign, date and return the enclosed proxy card or voting instruction form in extremely limited circumstances. Such limited circumstances include contested solicitationthe accompanying postage pre-paid envelope, or vote by proxy via telephone or the Internet in accordance with the instructions on the proxy card or voting instruction form. We strongly urge you to vote by proxy “FOR” the election of proxies, when disclosure is required by law, to defend a claim against us or to assert a claim by useach of the nine director nominees named in Proposal 1 and when a stockholder’s written comments appear on a“FOR” Proposals 2 and 3. Only your latest dated proxy or other voting material.will count at the Annual Meeting.

What “quorum” is required for the Annual Meeting?

In order to have a valid stockholder vote, a quorum must exist at the Annual Meeting. For us,At the Annual Meeting a quorum exists when stockholders holding a majority of the issued and outstanding shares entitled to vote are present in person or represented by proxy at athe meeting.

Votes withheld, abstentions and broker-non votes (discussed below under “– What is the effect of abstentions and broker non-votes?”) will be counted as present or represented for purposes of determining whether a quorum exists. In the absence of a quorum, the Annual Meeting may be adjourned by a majority of the votes entitled to be cast either present in person or represented by proxy or by any officer entitled to preside at the Annual Meeting.

What vote is required to approve each item?proposal?

How are the voting results determined?

InFor the election of Class I Directors,directors, your vote may be cast “FOR”“for” each of the nominees or your vote may be “WITHHELD”“withheld” with respect to one or more of the nominees. The nominees receiving the largest number of “FOR”“for” votes will be elected as directors, up to the maximum number of directors to be chosen for election. InEach of Proposals 2 and 3 will pass if the ratificationtotal votes cast “for” such proposal exceed the total number of votes cast “against” and “abstain” for such proposal.

What is the effect of abstentions and broker non-votes?

Because the election of directors is determined on the basis of a plurality of the votes cast, abstentions have no effect on the outcome of the election of nine nominees to the Board of Directors (Proposal 1), although abstentions will result in directors receiving fewer votes.

Because the approval of a majority of shares present and entitled to vote is required to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, youraccountants for the fiscal year ending December 25, 2022 (Proposal 2) and to approve on an advisory basis, the non-binding resolution to approve our 2021 named executive officer compensation (Proposal 3), abstentions have the effect of a vote may be cast “FOR,” “AGAINST” or “ABSTAIN” with respect to that proposal.against those proposals.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

If you are a record holder and you sign (including electronic confirmations in the case of Internet or telephone voting) your proxy card with no instructions on how to vote, your stock will be voted in accordance with the recommendations of the Board. If you are a beneficial owner and you sign (including electronic confirmation in the case of Internet or telephone voting) your broker voting instruction card with no instructions on how to vote, your stock will be voted in the broker’s discretion only with respect to “routine” matters but will not be voted with respect to“non-routine” matters.

Brokernon-votes occur when brokers do not have discretionary voting authority to vote certain shares held in “street name” on particular“non-routine” proposals, including the election of directors, and the “beneficial owner” of those shares has not instructed the broker to vote on those proposals. If you are a beneficial owner, your broker, bank or other nominee is permitted to vote your shares only with regard to ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, even if the holder does not receive voting instructions from you. Shares registered in the name of a broker, bank or other nominee, for which proxies are voted on some, but not all matters, will be considered to be represented at the Annual Meeting and voted only as to those matters for which the broker, bank or other nominee has authority to vote.

Because the election of directors is determined on the basis of a plurality of the votes cast, abstentions have no effect on the outcome of the election of Class I directors, although they will result in a director receiving fewer votes. Because the approval of a majority of shares present and entitled to vote is required to ratify the appointment of Deloitte & Touche LLP as our independent public accountants, abstentions have the effect of a vote against those proposals. Brokernon-votes will have no direct effect on the outcome of the election of Class I directors or the advisory resolution on executive compensation.

Will my shares be voted if I do nothing?

If your shares are registered in your name, you must sign and return a proxy card in order for your shares to be voted, unless you vote via telephone or the Internet or vote online at the Annual Meeting. If you submit (including by telephone or Internet) your proxy card with no instructions on how to vote, your shares will be voted in accordance with the recommendations of the Board.

If your shares of our common stock are held in “street name,” your bank, broker or other nominee has enclosed a proxy card or voting instruction form with this Proxy Statement. We strongly encourage you to authorize your bank, broker or other nominee to vote your shares by following the instructions provided on the proxy card or voting instruction form. If you sign (including electronic confirmation in the case of Internet or telephone voting) your broker voting instruction form with no instructions on how to vote, your stock will be voted in the broker’s discretion only with respect to “routine” matters but will not be voted with respect to “non-routine” matters. The only routine matter on the ballot for the Annual Meeting is the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accountants.accounting firm for the fiscal year ending December 25, 2022 (Proposal 2).

Please return your proxy card or voting instruction form to your bank, broker or other nominee by proxy by signing, dating and returning the enclosed proxy card or voting instruction form in the accompanying postage pre-paid envelope or vote by proxy via telephone or the Internet in accordance with the instructions in the proxy card or voting instruction form. Please contact the person responsible for your account to ensure that a proxy card or voting instruction form is voted on your behalf.

We strongly urge you to vote by proxy “FOR” the election of each of the nine director nominees named in Proposal 1 and “FOR” Proposals 2 and 3.

What are the fiscal year end dates?

This Proxy Statement provides information about the matters to be voted on at the 2017 Annual Meeting of Stockholders and additional information about Potbelly and its executive officers and directors. Some of the information is provided as of the end of our 20152019, 2020 or 20162021 fiscal years as well as some information being provided as of a more current date. Our fiscal year 20152019 ended on December 29, 2019; our fiscal year 2020 ended December 27, 20152020; and our fiscal year 20162021 ended on December 25, 2016.26, 2021.

Where can I find the voting results?

We intend to announce preliminary voting results at the Annual Meeting. We will publishdisclose the finalpreliminary results in a Current Report on Form8-K, which we expect to file on or before May 17, 2017.25, 2022. You can obtain a copy of the Form8-K by logging on to our website athttp://investorsinvestors.potbelly.com/financial-information/sec-filings.potbelly.com/sec.cfm, or by calling the SEC at800-SEC-0330 for the location of the nearest public reference room,, or through the EDGAR system atwww.sec.gov. Information on our website does not constitute part of this Proxy Statement.

CORPORATE GOVERNANCE

Overview

All of our corporate governance materials, including our corporate governance guidelines, our ethics code of conduct and Board committee charters, are published under the Governance section of our Investor website atwww.potbelly.comhttp://investors.potbelly.com/corporate-governance/governance-documents. Information on our website does not constitute part of this Proxy Statement. These materials are also available in print to any stockholder without charge upon request made by telephone at (312)951-0600 or by mail to our principal executive offices at Potbelly Corporation, 111 North Canal Street, Suite 850,325, Chicago, Illinois 60606, Attention: Corporate Secretary. The Board of Directors regularly reviews these materials, Delaware law, the rules and listing standards of the Nasdaq Global Select Market (“NASDAQ”) and SEC rules and regulations, as well as best practices suggested by recognized governance authorities, and modifies theits governance materials as it believes is warranted.

Governance Highlights

Director Independence

Our Board of Directors reviews the independence of the current and potential members of the Board of Directors in accordance with independence requirements set forth in the NASDAQ rules and applicable provisions of the Securities

Exchange Act based on director responses to director and officer questionnaires and other information available to the Board of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”).Directors. During its review, the Board of Directors considers transactions and relationships between each director and potential director, as well as any member of his or her immediate family, and the Company and its affiliates, including those related-party transactions contemplated by Item 404(a) of RegulationS-K under the Exchange Act. The Board of Directors must affirmatively determine that the director has no material relationship with the Company, either directly or as a partner, stockholdershareholder or officer of an organization that has a relationship with the Company, that, in the opinion of the Board of Directors, would interfere with the exercise of the director’s independent judgment in carrying out the responsibilities of a director. The purpose of this review is to determine whether any such relationships or transactions exist that are inconsistent with a determination that the director is independent. Our Board of Directors has determined that all current directorsnominees except Aylwin LewisRobert D. Wright, our President and CEO, are “independent” as such term is defined by NASDAQ rules, our corporate governance standards and the federal securities laws. Our Board

Corporate Environmental and Social Responsibility

We are committed to improving the world by improving the communities we serve, respecting our planet’s resources, and working together as a vibrant, diverse team. That means being a responsible community member in each of our neighborhoods while always looking for ways to reduce our footprint and improve our relationships with people. We believe it is important to conduct our business in an ethical, legal and socially responsible manner. We have undertaken a number of initiatives to reduce our environmental impact and to ensure a healthy and safe workplace. Examples of our green initiatives can be found in the “Corporate Responsibility” section of the “Our Story” page of our website at www.potbelly.com. We also determined that Dan Levitan, who served onexpect our Boardsuppliers and business partners to adhere to these ideals and to promote these values, by adherence to our Supplier Code of Directors until February  19, 2016, was “independent” as so defined.Conduct specifying the standards and principles we require. A copy of the Supplier Code of Conduct and related information can be found in the “Corporate Responsibility” section of the “Our Story” page of our website at www.potbelly.com.

Ethics Code of Conduct

We have a written ethics code of conduct that applies to our directors, officers and employees. A copy of this code is available athttp:https://investors.potbelly.com/governance-documents.cfmgovernance/governance-documents. We will disclose information regarding any amendment to or waiver from the provision of this code by posting itat this location on the same portion of our website.

Conflicts of Interest

Pursuant to our ethics code of conduct and our related party transaction policy, each director and executive officer has an obligation not to engage in any transaction that could be deemed a conflict of interest. Our directors may not engage in any transaction that could impact their independence on the Board of Directors. See “Related Party Transactions.Transactions,” on page 50 of this Proxy Statement.

Structure of the Board of Directors

Our Board of Directors currently consists of eight members, comprised of Aylwin Lewis, Peter Bassi,Ann-Marie Campbell, Susan Chapman-Hughes, Dan Ginsberg, Marla Gottschalk, Harvey Kanter and Carl Warschausky. Our certificate of incorporation provides that our Board of Directors shall consist of not more than twelve directors, with the exact number as determined from time to time by resolution of the Board.

Our Board is divided into three classes with staggered terms. However, at our 2018 annual stockholder meeting, our classified board structure will be phased outof Directors currently consists of eleven members, comprised of Vann Avedisian, Joseph Boehm, Adrian Butler, Marla Gottschalk, David Head, David Near, David Pearson, Benjamin Rosenzweig, Todd Smith, Jill Sutton and beginning at such meeting, allRobert D. Wright. All current directors, shall be electedexcept for Marla Gottschalk and Benjamin Rosenzweig, are nominees for election for a term expiring at the next annual stockholder meeting. Mr. Lewis, Mr. Bassi and Ms. Gottschalk are Class I directors and are current nominees for election

CORPORATE GOVERNANCE

with a term expiring at our 2018 annual meeting of stockholders. Ms. Chapman-Hughes and Mr. Warschausky serve as Class II directors with a term expiring at our 2018 annual meeting of stockholders. Ms. Campbell, Mr. Ginsberg and Mr. Kanter serve as Class III directors with a term expiring at our 2018 annual meeting of stockholders.

2023 Annual Meeting. Our amended and restated bylaws (our “Bylaws”) provide that directors may only be removed for cause. To remove a director for cause,66-2/3% of the voting power of the outstanding voting stock must vote as a single class to remove the director at an annual or special meeting. Additionally, our certificate of incorporation provides that if a director is removed or if a vacancy occurs, due to either an increase in the size of the Board or the death, resignation, disqualification or other cause, the vacancy willmay be filled solely by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum remain.quorum.

Board Leadership Structure

Mr. LewisBoehm currently serves as both our Chief Executive Officer and ourindependent Chairman of the Board. The Board appointed Mr. Boehm to the role of Chairman on March 19, 2021. Prior to that, Mr. Boehm had been a member of our Board of Directors since 2017. Our Board of Directors has carefully considered its leadership structure and believes at this time that the Company and its stockholders are best served by having one person serve both positions. We believe that combining the roles fosters accountability, effective decision-making and alignment between interestsoffices of Chairman of the Board of Directors and management. Mr. Lewis also is able to use thein-depth focus and perspective gained in his executive function to assist our Board of Directors in addressing both internal and external issues affecting the Company.

Our Board of Directors determined asCEO held by different individuals. As part of our corporate governance principles, and as required in our Bylaws, thatin the event the Chairman of the Board and CEO positions are ever recombined, or the Chairman of the Board is not otherwise independent, the Board of Directors shall appoint onean independent director to serve as lead independent director. Mr. Bassi is our lead director and his responsibilities include presiding over periodic meetings of our independent directors and overseeing the function of our Board of Directors and committees. The lead director is also responsible for providing leadership to our Board if any circumstances arise in which the role of the chairman may be, or may be perceived to be, in conflict. The Bylaws also provide that the chairperson of each of our committees will rotate at least once every three years. Our Board of Directors believes that these and other structural features of our Board structure provide for substantial independent oversight of the Company’s management.

Our Board of Directors recognizes that depending on future circumstances, other leadership models may become more appropriate. Accordingly, our Board of Directors will continue to periodically review its leadership structure.

Director Biographies

The following is a list of our current directors and candidates for director, their ages as of December 31, 2016,26, 2021, their occupation during the last five years and certain other biographical information:

		VANN AVEDISIAN Age: 57 Director Since: 2021 Committees: Audit
				Chicken salad with hot peppers

Aylwin Lewis,Experience 62,

Vann Avedisian, 57, has served as our Chief Executive Officerdirector since March 2021. Mr. Avedisian is the founder and Managing Director of Intrinsic Investment Holdings, a real estate and private equity vehicle (“Intrinsic”). From 2010 through 2021, Intrinsic partnered programmatically with Highgate Holdings, a fully integrated real estate investment firm that has acquired in excess of $10 billion of real estate assets and manages over 150+ hotels comprising approximately 40,000 rooms. Prior to founding Intrinsic, Mr. Avedisian co-founded Oxford Capital Partners (“Oxford”) and directed its real estate principal investments with an aggregate value in excess of $1 billion. Prior to founding Oxford, Mr. Avedisian was a Vice President at LaSalle Partners and a director since June 2008. From September 2005 to February 2008,Director and Shareholder of Citizens National Bank of Lake Geneva. Mr. Lewis served as Chief Executive Officer and PresidentAvedisian is currently on the Board of Sears Holdings Corporation. Prior to that, Mr. Lewis was President of Sears Holdings and Chief Executive Officer of Kmart and Sears Retail following Sears’ acquisition of Kmart Holding Corporation in 2005. Mr. Lewis had been president and Chief Executive Officer of Kmart since October 2004 until that acquisition. From January 2003 to October 2004, he was President, Chief Multi-Branding and Operating Officer of Yum! Brands, Inc. and served as Chief Operating Officer of Yum! Brands from December 1999 to January 2003. Mr. Lewis has nearly 30 years of experience in the restaurant industry. Mr. Lewis is also a memberTrustees of the boardWilliam Blair Mutual Funds where he is Chairman of directorsthe Nominating and Governance Committee and also serves on the Audit and Compliance Committees. Mr. Avedisian previously served on the Company’s Board of The Walt Disney CompanyDirectors from 2001 to 2015 and Marriott International, Inc. was Chairman of the Compensation and Organization Committee.

Skills and Qualifications

Our Board of Directors believes Mr. Lewis’Avedisian’s qualifications to serve as a member of our Board include his role as Chief Executive Officerfinancial expertise, his knowledge of our business and President, his extensive experience in the restaurant industrymanaging capital intensive operations, corporate finance and his leadership experience as an executive at publicly-traded companies in the restaurant and retail sectors.strategic advisory services.

		JOSEPH BOEHM Chairman of the Board Age: 35 Director Since: 2017 Committees: Nominating & Corporate Governance (Chair)
				Italian

Peter Bassi,Experience67,

Joseph Boehm, 35, has served as our director since October 2017. Since January 2009.2021, Mr. Bassi retired in 2005Boehm serves as ChairmanManaging Partner of Yum! Restaurants International (“YRI”), the international division of Yum! Brands, Inc., where heProvider Real Estate Partners, a real estate fund management company. Prior to Provider Real Estate Partners, Mr. Boehm served as President beginning in July 1997a Director and Portfolio Manager at Ancora Advisors, LLC, a registered investment advisor, since April 2014. Prior to Ancora, Mr. Boehm was in charge of YRI’s Asian business prioran Investment Analyst at Sigma Capital Management, a hedge fund, from February 2013 through March 2014. From 2010 to that. Yum!2013, Mr. Boehm was created in 1997 in aspin-off from PepsiCo, Inc.an investment banking associate at Deutsche Bank Securities. Mr. Bassi joined PepsiCo in 1972 and served in various assignments at Pepsi Cola International, Pizza Hut (U.S. and International), Frito Lay and Taco Bell. From 2002 to 2009, Mr. Bassi served on the board of The Pep Boys – Manny, Moe & Jack; from 2008 to 2010, he served on the board of El Pollo Loco, Inc.; and from 2013 to 2015, he served on the board of AmRest Holdings SE. Mr. BassiBoehm also currently serves onas an ambassador for the boardFirst Tee of BJ’s Restaurants, Inc., Mekong Capital, a Vietnam private equity firm,Cleveland.

Skills and Yum China Holdings, Inc. Qualifications

Our Board of Directors believes Mr. Bassi’sBoehm’s qualifications to serve as a member of our Board include his extensive experience in the restaurant industry and his years of experience in his leadership roles as a director and executive officer.financial industries experience.

		ADRIAN BUTLER Age: 51 Director Since: 2019 Committees: Audit
				Italian
						CORPORATE GOVERNANCE

Experience

Ann-Marie Campbell,Adrian Butler, 51, has served as our director since August 2014. Ms. Campbell has been Executive Vice President – U.S.May 2019. He currently serves as Chief Information Officer for Casey’s General Stores, for The Home Depot since February 2016. Ms. Campbell has worked for The Home Depot since 1985, progressing from associate, to district manager to vice president, prior to assuming her current position.a convenience store operator. From 2015 to 2016, Ms. Campbell served on2020, he held the boardpositions of Barnes & Noble, Inc. Ms. Campbell serves on the board of Georgia State University’s Robinson College of Business and of Catalyst, a nonprofit dedicated to expanding opportunities for women and business. Our Board of Directors believes Ms. Campbell’s qualifications to serve as a member of our Board include her extensive experience in merchandising, sales and marketing.

Susan Chapman-Hughes, 48, has served as our director since May 2014. Since December 2014, Ms. Chapman-Hughes has been Senior Vice President US Large Market,and Chief Information Officer for Dine Brands Global, Corporate Payments for American Express Company. PriorInc., a full-service dining company and franchisor of Applebee’s Grill + Bar and IHOP. From 2011 to assuming her current role, Ms. Chapman-Hughes2015, Mr. Butler was Senior Vice President US Account Development, Global Corporate Payments for American Express from November 2013 through December 2014;in the Technology Services division of Target Corporation.

Skills and she was the Senior Vice President, Global Real Estate & Workplace Enablement for American Express from July 2010 through November 2013. Before joining American Express Company, Ms. Chapman-Hughes was the Global CAO/Global Head of Operations and Strategy, Citi Realty Services for Citigroup, Inc. Ms. Chapman-Hughes serves on the board of trustees of the National Trust for Historic Preservation and the board of directors of A Better Chance, each of which is a national nonprofit organization. Our Board of Directors believes Ms. Chapman-Hughes’s qualifications to serve as a member of our Board include her real estate knowledge and her general management, innovation, financial and digital experience.Qualifications

Dan Ginsberg, 64, has served as our director since February 2014. Mr. Ginsberg was Chief Executive Officer of Dermalogica, a U.S.-based skincare brand, from January 2011 through August 2014 and has a comprehensive background in branding strategy, marketing, and advertising. Mr. Ginsberg’s previous roles include Chief Executive Officer of Red Bull, NA until 2007. Before his Red Bull service, Mr. Ginsberg had been an advertising and marketing executive who held executive positions at agencies such as NW Ayer and Cunningham & Walsh, and Chief Marketing Officer at Hardee’s. Our Board of Directors believes Mr. Ginsberg’sButler’s qualifications to serve as a member of our Board includes his extensive executive officerexpertise in information technology, digital, data and analytics, cyber security and experience as well as his marketing and branding expertise.in the food industry.

		MARLA GOTTSCHALK Age: 61 Director Since: 2009 Committees: Audit (Chair); Compensation
				Mediterranean with chicken on FLATS

Experience

Marla Gottschalk, 56, 61, has served as our director since November 2009. Ms. Gottschalk was Chief Executive Officer of The Pampered Chef Ltd., a marketer of kitchen tools, food products and cookbooks for preparing food in the home, from May 2006 until December 2013 and its President and Chief Operating Officer from December 2003 until May 2006. Ms. Gottschalk joined Pampered Chef from Kraft Foods, Inc., where she worked for 14 years in various management positions, including Senior Vice President of Financial Planning and Investor Relations for Kraft, Executive Vice President and General Manager of Post Cereal Division and Vice President of Marketing and Strategy of Kraft Cheese Division. Ms. Gottschalk is currently a member of the boardBoard of trusteesDirectors of Underwriters Laboratories, a world leader in safety testing and certification, a strategic board advisor for Ocean Spray Cranberries, Inc., and sits on the board of directors for Big Lots, Inc. She has previously served as a director of GATX Corp. and as a director of Visteon Corp. Our Board of Directors believes Ms. Gottschalk’s qualifications to serve as a member of our Board include her extensive experience with global companies, her expertise in the food industry and her years of experience in operations and strategic management.Reynolds Consumer Products.

		DAVID HEAD Age: 65 Director Since: 2019 Committees: Compensation; Nominating & Corporate Governance
				A Wreck

Harvey Kanter,Experience 55,

David Head, 65, has served as our director since August 2015. Since January 2014,2019. Mr. KanterHead has served as Chairman and Chief Executive Officer of Primanti Brothers, which owns and Presidentoperates a chain of Blue Nile, Inc., an online retailer of diamonds and fine jewelry.casual dining restaurants, since 2013. Mr. Kanter joined Blue Nile in March 2012 as itsHead’s previous roles include Chief Executive Officer of O’Charley’s, which owns and President.operates a chain of casual dining restaurants, from 2010 to 2012 and Chief Executive Officer of Captain D’s LLC, which owns and operates a chain of quick service seafood restaurants, from 2006 to 2010. Prior to joining Blue Nile, from January 2009 through March 2012,Captain D’s LLC, Mr. Kanter wasHead served as the Chief Executive Officer of Romacorp, which operates and Presidentfranchises Tony Romas’ restaurants around the world and as the Chief Executive Officer of Moosejaw MountaineeringHoulihan’s Restaurant Group, which operates casual restaurant and Backcountry Travel, Inc., a premium outdoor apparel and gear retailer.bar locations throughout the United States. Mr. Kanter serves on the board of directors for Blue Nile, Inc. (and certain of its subsidiaries), for thenon-profit organization Jewelers for Children,Head previously served as a brand ambassador for the Fred Hutch Cancer Research Institute,director of Bob Evans Farms, O’Charley’s, Captain D’s, Sagittarius Brands and as an advisory board member to the Seattle University Executive MBA Program. Imvescor.

Skills and Qualifications

Our Board of Directors believes Mr. Kanter’s qualifications to serve as a member of our Board include his deep retail industry experience, brand expertise and leadership skills.

Carl Warschausky, 57, has served as our director since May 2015. Since January 2013, Mr. Warschausky has been the President and Chief Executive Officer of World Kitchen, LLC, a global housewares and consumer products manufacturer. Mr. Warschausky has been with World Kitchen, LLC since 2008, serving in various roles including Chief Operating Officer, President of the North America division, and Chief Financial Officer. Mr. Warschausky serves on the board of directors for World Kitchen, LLC. Our Board of Directors believes Mr. Warschausky’sHead’s qualifications to serve as a member of our Board include his extensive financeknowledge and general managementproven restaurant industry experience in dynamic industries, as well as his global perspectiverestaurant operations, food service and experience.production.

CORPORATE GOVERNANCE		DAVID NEAR Age: 52 Director Since: 2020 Committees: Compensation
				A Wreck

Experience

David Near, 52, has served as our director since May 2020. Mr. Near has been the managing partner of Ramen Tatsuya Holdings LLC, which manages Tatsuya Brands, since 2014, as well as the owner and co-president of Pisces Foods, L.P., a restaurant operating company, since 1995. In addition, Mr. Near previously operated The Wendy’s Company restaurants as a franchisee from 1995 to 2012. From 2006 to 2009, Mr. Near served as the Chief Operations Officer at The Wendy’s Company, which owns and operates a chain of quick service restaurants, where he was responsible for global operations, franchising, new store development, and served as a board member of Wendy’s National Advertising Program.

Skills and Qualifications

Our Board of Directors believes Mr. Near’s qualifications to serve as a member of our Board include his experience and expertise in operations and franchising in the restaurant industry.

		DAVID PEARSON Age: 56 Director Since: 2022 Committees: Audit
				A Wreck with pickles

Experience

David Pearson, 56, has served as our director since March 2022. He is a director and member of the Audit Committee of Lee Enterprises, and was Chief Financial Officer of Vonage from May 2013 until his retirement in August 2020. In that position, he managed Vonage’s Finance, Corporate Development and Investor Relations organizations. Before Mr. Pearson joined Vonage, he spent over nine years with Deutsche Bank Securities as a Managing Director in investment banking and Global Media & Telecom Group Head. Prior to joining Deutsche Bank, Mr. Pearson worked at Goldman, Sachs & Co. in the firm’s Technology, Media & Telecom investment banking practice for nine years, most recently as a Managing Director. He began his career at Coopers & Lybrand and holds a M.B.A. from Harvard Business School and an A.B. in Political Science and Organizational Behavior/Management from Brown University

Skills and Qualifications

Our Board of Directors believes Mr. Pearson’s qualifications to serve as a member of our Board include his corporate finance and financial industries experience.

		BENJAMIN ROSENZWEIG Age: 36 Director Since: 2018 Committees: Compensation (Chair)
				Turkey Breast

Experience

Benjamin Rosenzweig, 36, has served as our director since April 2018. Mr. Rosenzweig serves as a Partner at Privet Fund Management, LLC (“Privet”), an investment firm. Mr. Rosenzweig joined Privet in September 2008. Prior to joining Privet in September 2008, Mr. Rosenzweig served as an investment banking analyst in the Corporate Finance group of Alvarez and Marsal, where he completed multiple distressed mergers and acquisitions, restructurings, capital formation transactions and similar financial advisory engagements across several industries. Mr. Rosenzweig has served on the Board of Directors of Bed Bath & Beyond, a chain of domestic merchandise retail stores, since March 2022; Synalloy Corporation, a manufacturer of metals and chemicals, since July 2020; Hardinge Inc., a designer, manufacturer and distributor of machine tools, since October 2015; and PFSweb, Inc., a global commerce service provider since May 2013. Mr. Rosenzweig served on the Boards of Directors of Cicero, Inc., a provider of desktop activity intelligence, from February 2017 to March 2020 and StarTek, Inc., a customer engagement business process outsourcer, from May 2011 to December 2018. During his time on the Board for StarTek, Mr. Rosenzweig was Chairman of the Audit Committee. Mr. Rosenzweig served as a Director of RELM Wireless Corporation, a manufacturer of wireless communications equipment, from September 2013 to September 2015.

		TODD SMITH Age: 44 Director Since: 2020 Committees: Nominating & Corporate Governance
				A Wreck with extra mayo and mustard

Experience

Todd Smith, 44, has served as our director since May 2020. Since 2017, Mr. Smith has been the Chief Concept Officer of Cafe Rio Mexican Grill, which owns and operates a chain of casual dining restaurants and a partner in CoreLife Eatery, which owns and operates restaurants focused on healthy, active lifestyles. Mr. Smith worked at Sonic Drive-in, which owns and operates a chain of quick service restaurants, from 2012 to 2017, ultimately serving as its President and Chief Marketing Officer. Prior to Sonic Drive-in, Mr. Smith worked in the marketing divisions for Yum! Brands and Wendy’s International.

Skills and Qualifications

Our Board of Directors believes Mr. Smith’s qualifications to serve as a member of our Board includes his leadership and marketing experience in the restaurant industry.

		JILL SUTTON Age: 50 Director Since: 2022 Committees: Compensation; Nominating & Corporate Governance
				Italian with lots of hot peppers

Experience

Jill Sutton, 50, has served as our director since March 2022. Ms. Sutton was the Chief Legal Officer, General Counsel and Corporate Secretary of United Natural Foods, Inc., the largest publicly traded grocery distributor in America, from May 2018 to December 2021. From July 2015 to January 2018, Ms. Sutton served as Deputy General Counsel, and was Corporate Secretary, of General Motors Company, a multinational automotive manufacturing company. From May 2006 to January 2015, Ms. Sutton served in various roles of increasing accountability at Tim Hortons, Inc., then a publicly traded company, which owns and operates quick service restaurants, including serving as Executive Vice President, General Counsel, and Corporate Secretary. Prior to joining Tim Hortons, Inc., Ms. Sutton served as Corporate Counsel for The Wendy’s Company, which owns and operates a chain of quick service restaurants.

Skills and Qualifications

Our Board of Directors believes Ms. Sutton’s qualifications to serve as a member of our Board include her experience in the food and restaurant industries, her legal and regulatory experience and her knowledge of public companies.

		ROBERT D. WRIGHT Age: 54 Director Since: 2020 Committees: None
				Italian on white with peppers, mustard, lettuce and pickles

Experience

Robert D. Wright, 54, has served as our President and CEO and a director since July 2020. Prior to joining Potbelly, Mr. Wright served as Executive Vice President and Chief Operations Officer, International of The Wendy’s Company, which owns and operates a chain of quick service restaurants, from May 2016 to May 2019 and Senior Vice President and Chief Operations Officer from December 2013 to May 2016. Prior to that, Mr. Wright served in leadership roles with other restaurant brands, including Charley’s Philly Steaks, Checker’s Drive-In Restaurants, Inc. and Domino’s Pizza, Inc.

Skills and Qualifications

Our Board of Directors believes Mr. Wright’s qualifications to serve as a member of our Board includes his role as CEO and President, his leadership experience as an executive at publicly-traded companies in the restaurant sector and his extensive experience in the restaurant industry.

Board Meetings

Our Board of Directors held sixseven meetings during our fiscal 2016.year ended December 26, 2021. In 2016,2021, each of our directors attended at least 75%70% of the aggregate number of meetings held by the Board of Directors, and the committees on which the director served, when such director was a member of the Board of Directors.Directors or such committee. Under our corporate governance guidelines, each director is expected to make every effort to attend each Board meeting and each meeting of any committee on which he or she sits.

The Company’s directors are encouraged to attend our annual meeting of stockholders,Annual Meeting, but we do not currently have a policy relating to directors’ attendance at these meetings. All of our directors serving at the time virtually attended our 2016 annual meeting2021 Annual Meeting of stockholders.Stockholders.

Board Committees

Our Board of Directors has established three standing committees to assist it with its responsibilities. The composition and responsibilities of each committee are described below. The membership and responsibilities of each committee comply with the listing requirements of NASDAQ. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors. A new chairperson of each committee is appointed at least once every three years. In the future, the Board may establish other committees, as it deems appropriate, to assist it with its responsibilities.

Audit Committee

The purpose of the audit committeeAudit Committee is set forth in the audit committeeAudit Committee charter and is primarily to assist the Board in overseeing:

The audit committeeAudit Committee currently consists of Ms. Chapman-Hughes, Mr. Ginsberg,Avedisian, Mr. Butler, Ms. Gottschalk and Mr. WarschauskyPearson, and the chairperson is Mr. Warschausky.Ms. Gottschalk. Our Board of Directors has affirmatively determined that each of these audit committeeAudit Committee members meets the additional heightened independence criteria applicable to directors serving on the audit committeeAudit Committee under NASDAQ and SEC rules. Our Board of Directors has also determined that each of Ms. Chapman-Hughes, Mr. Ginsberg, Ms. Gottschalk, and Mr. Warschauskythese Audit Committee members meet the requirements for financial literacy under the applicable NASDAQ rules and that each is an “audit committee financial expert” under SEC rules. Our Board of Directors has adopted a written charter under which the audit committeeAudit Committee operates. A copy of the charter, which satisfies the applicable standards of the SEC and NASDAQ, is available on our website athttp:https://investors.potbelly.com/governance-documents.cfmgovernance/governance-documents.

The audit committeeAudit Committee held fivefour meetings during the fiscal year 2016.ended December 26, 2021.

Nominating and Corporate Governance Committee

The purpose of the nominatingNominating and corporate governance committeeCorporate Governance Committee is set forth in the nominatingNominating and corporate governance committeeCorporate Governance Committee charter and is primarily to:

The nominatingNominating and corporate governance committeeCorporate Governance Committee consists of Mr. Bassi,Boehm, Mr. Head, Mr. Smith and Ms. Chapman-Hughes and Mr. GinsbergSutton, and the chairperson is Mr. Bassi.Boehm. Our Board of Directors has affirmatively determined that each of these Nominating and Corporate Governance Committee members meets the independence criteria applicable to directors serving on the Nominating and Corporate Governance Committee under NASDAQ and SEC rules. Our Board of Directors has adopted a written charter under which the nominatingNominating and corporate governance committeeCorporate Governance Committee operates. A copy of the charter, which satisfies the applicable standards of the SEC and NASDAQ, is available on our website athttp:https://investors.potbelly.com/governance-documents.cfmgovernance/governance-documents.

The nominatingNominating and corporate governance committeeCorporate Governance Committee held fourfive meetings during the fiscal year 2016.ended December 26, 2021.

Compensation Committee

The purpose of the compensation committeeCompensation Committee is set forth in the compensation committeeCompensation Committee charter and is primarily to:

For more information regarding the process and procedures regarding the determination of executive and director compensation, see “Executive“Director Compensation” and Director Compensation.such information regarding named executive officer compensation, see “Compensation Discussion and Analysis.”

The compensation committeeCompensation Committee consists of Ms. Campbell,Gottschalk, Mr. Head, Mr. Near, Mr. Rosenzweig and Ms. Gottschalk and Mr. KanterSutton, and the chairperson is Ms. Gottschalk.Mr. Rosenzweig. Our Board of Directors has affirmatively determined that each of these compensation committeeCompensation Committee members meets the additional, heightened independence criteria applicable to directors serving on the compensation committeeCompensation Committee under NASDAQ and SEC rules. Our Board of Directors has adopted a written charter under which the compensation committeeCompensation Committee operates. A copy of the charter, which satisfies the applicable standards of the SEC and NASDAQ, is available on our website athttp:https://investors.potbelly.com/governance-documents.cfmgovernance/governance-documents.

The compensation committeeCompensation Committee held six meetingsduringfour meetings during the fiscal year 2016.ended December 26, 2021.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committeeCompensation Committee is, or has at any time been, an officer or employee of the Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of our Board or our compensation committeeCompensation Committee during the fiscal 2016.year ended December 26, 2021. No directors served on our compensation committeeCompensation Committee in 20162021 other than Ms. Campbell, Ms. Gottschalk, Mr. Head, Mr. Near and Mr. Kanter, the directors currently serving on such committee, and Dan Levitan, who resigned as a director of the Company in February 2016.Rosenzweig.

Board’s Role in Risk Oversight

The entire Board of Directors is engaged in risk management oversight. At the present time, the Board of Directors has not established a separate committee to facilitate its risk oversight responsibilities. The Board of Directors expects to continue to monitor and assess whether such a committee would be appropriate. The audit committeeAudit Committee assists the Board of Directors in its oversight of our risk management and the process established to identify, measure, monitor, and manage risks, in particular major financial risks. The compensation committeeCompensation Committee assesses risks arising from our compensation policies and practices. The Board of Directors receives regular reports from management, as well as from the audit committeeAudit Committee and compensation committee,Compensation Committee, regarding relevant risks and the actions taken by management to address those risks.

Policy for Director Recommendations

Our nominatingNominating and corporate governance committeeCorporate Governance Committee is responsible for reviewing and making recommendations to our Board of Directors regarding nominations of candidates for election as a director of the Company. The nominatingNominating and corporate governance committeeCorporate Governance Committee identifies new director candidates through a variety of sources. The committee will consider director candidates recommended by stockholders in the same manner it considers other candidates, but it has no obligation to

CORPORATE GOVERNANCE

recommend such candidates. A stockholder that wants to recommend a candidate for election to the Board of Directors should send a recommendation in writing to Potbelly Corporation, 111 North Canal Street, Suite 850,325, Chicago, Illinois 60606, Attention: Corporate Secretary. Such recommendation should describe the candidate’s qualifications and other relevant biographical information and provide confirmation of the candidate’s consent to serve as director.

Stockholders may also nominate directors at the annual meeting by adhering to the advance notice procedure described under “Stockholder Proposals for the 20182023 Annual Meeting” elsewhere inon page 55 of this Proxy Statement.

The nominatingNominating and corporate governance committeeCorporate Governance Committee works with the Board on an annual basis to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members. In evaluating the suitability of individual Board members, the Board and the nominatingNominating and corporate governance committeeCorporate Governance Committee will take into account factors such as the individual’s general understanding of disciplines relevant to the success of a publicly traded company; understanding of Potbelly’s business; education and professional background, including current employment and other board memberships; reputation for integrity; and any other factors they consider to be relevant. ThePursuant to the provisions of our Corporate Governance Guidelines, the Board will endeavor to reflect the diversity of Potbelly’s stockholders, employees and customers and the communities it serves.we serve. Additionally, in determining whether to recommend a director forre-election, the nominatingNominating and corporate governance committeeCorporate Governance Committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of the Board.

If the nominatingNominating and corporate governance committeeCorporate Governance Committee determines that an additional or replacement director is required, the committee may take such measures that it considers appropriate in connection with its evaluation of a

director candidate, including candidate interviews, inquiry of the person or persons making the recommendation and engagement of an outside search firm to gather additional information. From time to time for a fee, Potbelly has used the executive search firm, Amrop Knightsbridge,firms, to identify and evaluate or assist in identifying and evaluating potential candidates for election as directors. Amrop Knightsbridge has recommended candidates for director in the past.

Communication with the Board

Stockholders and other parties interested in communicating directly with one or more individual directors or with thenon-management directors as a group, may do so by writing to the individual director or group, c/o Potbelly Corporation, 111 North Canal Street, Suite 850,325, Chicago, Illinois 60606, Attention: Corporate Secretary. The Board has directed our corporate secretary to forward stockholder communications to our chairman and any other director to whom the communications are directed. In order to facilitate an efficient and reliable means for directors to receive all legitimate communications directed to them regarding our governance or operations, our corporate secretary will use his or her discretion to refrain from forwarding the following: sales literature; defamatory material regarding us and/or our directors; incoherent or inflammatory correspondence, particularly when such correspondence is repetitive and was addressed previously in some manner; and other correspondence unrelated to the Board of Director’s corporate governance and oversight responsibilities.

Director Stock Ownership Guidelines

The Board believes that all directors should hold a significant equity interest in Potbelly. Toward this end, the Board expects that all directors own, or acquire within five years of first becoming a director, shares of Potbelly common stock (including restricted shares, but not options, under Potbelly’s equity-linked incentive plans) having a market value of at least four times the annual cash compensation for directors (excluding any additional retainer received for service as Class IChairman of the Board or Lead Director, or as Chair of any Board committee) offered to directors (regardless of whether the director elects to receive such compensation in cash or equity). As of December 31, 2021, all directors held the requisite number of shares of Potbelly common stock.

PROPOSAL 1

Election of Directors

Nine candidates will be elected at the Annual Meeting to serve for aone-year term that will expire at the 2022 Annual Meeting and until their successors shall have been elected and qualified. The election of directors requires the affirmative vote of a plurality of our fifth annual meetingshares of stockholderscommon stock present in 2018.person or by proxy at the Annual Meeting.

Our Board of Directors has nominated Vann Avedisian, Joseph Boehm, Adrian Butler, David Head, David Near, David Pearson, Todd Smith, Jill Sutton and Robert D. Wright for election as directors. Directors Marla Gottschalk and Benjamin Rosenzweig will not stand for re-election. The Board of Directors is not aware that any nominee will be unwilling or unable to serve as a director. All nominees have consented to be named in this Proxy Statement and to serve as a director of the Company if elected. If, however, a nominee is unavailable for election, your proxy authorizes us to vote for a replacement nominee if the Board of Directors names one. As an alternative, the Board of Directors may reduce the number of directors to be elected at the meeting. Proxies may not be voted for a greater number of persons than the nominees presented.

Our Board currently consists of eight members: Mr. Lewis, Mr. Bassi, Ms. Campbell, Ms. Chapman-Hughes, Mr. Ginsberg, Ms. Gottschalk, Mr. Kanter and Mr. Warschausky. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement.

In the Board’s view, the Board’s nominees possess the requisite experience and skills to successfully oversee the Company’s strategy and business. The Board, and its nominees, are dedicated to analyzing objectively the Company’s strategy, business operations, capital allocation and configuration and acting to maximize stockholder value.

For more information on the structure of our Board of Directors and our Board members and nominees, see “Corporate Governance.” The qualifications and experience of each nominee that led our Board and the Nominating and Corporate Governance Committee to conclude that such nominee should serve or continue to serve as director are discussed at the end of each of the nominees’ biographies.

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

PROPOSAL 2

Ratification of Appointment of Independent Registered Public Accounting Firm

PROPOSAL No. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committeeAudit Committee of our Board of Directors is responsible for recommending, for stockholder approval, our independent registered public accounting firm. The audit committeeAudit Committee has selected the accounting firm of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2017.25, 2022. Deloitte & Touche LLP has served as our independent registered public accounting firm since before our Initial Public Offering and has also providednon-audit services from time to time.

Although ratification is not required by our Bylaws or otherwise, our Board of Directors is submitting the selection of Deloitte & Touche LLP to our stockholders for ratification because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate practice. The audit committeeAudit Committee will consider the outcome of this vote in its decision to appoint an independent registered public accounting firm but is not bound by our stockholders’ vote. Even if the selection of Deloitte & Touche LLP is ratified, the audit committeeAudit Committee may change the appointment at any time during the year if it determines a change would be in the best interests of the Company and our stockholders.

The following table sets forth the fees pertaining to audit services for the fiscal years ended December 25, 201626, 2021 and December 27, 20152020 and for other services during those fiscal years:

Policy on Audit Committee Approval of Audit andNon-Audit Services

The audit committee’sAudit Committee’s policy is to approve all audit and permissiblenon-audit services prior to the engagement of our independent registered public accounting firm to provide such services. The audit committeeAudit Committee annually approves, pursuant to detailed approval procedures, certain specific categories of permissiblenon-audit services. Such procedures include the review of (i) a detailed description by our independent registered public accounting firm of the particular services to be provided and the estimated fees for such services and (ii) a regular report to the committee regarding the services provided and the fees paid for such services. The audit committeeAudit Committee must approve on aproject-by-project basis any permissiblenon-audit services that do not fall within apre-approved category and any fees forpre-approved permissiblenon-audit services that materially exceed the previously approved amounts. In making the determinations aboutnon-audit services, the audit committeeAudit Committee considers whether the provision ofnon-audit services is compatible with maintaining the auditor’s independence.

All services provided to the Company by Deloitte & Touche LLP in the fiscal 2016years ended December 26, 2021 and fiscal 2015December 27, 2020 and related fees werepre-approved by the audit committee.

Audit Committee. Representatives of Deloitte & Touche LLP are expected to be present at the 2017 Annual Meeting and to be available to respond to your questions.

They have advised us that they do not presently intend to make a statement at the 2017 Annual Meeting, although they will have the opportunity to do so.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”“FOR” RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

PROPOSAL 3

Advisory Vote on a Resolution To Approve Our 2021 Named Executive Officer Compensation

We are asking stockholders to approve, on an advisory basis, a non-binding resolution (commonly referred to as a “say-on-pay” resolution) to approve the Company’s 2021 named executive officer compensation as reported in this Proxy Statement.

We urge stockholders to read the “Compensation Discussion and Analysis” section of this Proxy Statement, which describes how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and other related compensation tables and narrative, which provide detailed information on the compensation of our named executive officers. The Compensation Committee and our Board of Directors believe that the policies and procedures articulated in the “Compensation Discussion and Analysis” are effective in aligning the interests of our officer team with those of stockholders.

We have committed to holding say-on-pay votes at each year’s annual meeting. In accordance with Section 14A of the Exchange Act and as a matter of good corporate governance, we are asking stockholders to approve the following advisory resolution at the Annual Meeting:

“RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed under the “Compensation Discussion and Analysis” and “Executive Compensation” headings of this proxy statement.”

This resolution is non-binding on the Board of Directors. Although non-binding, the Board and the Compensation Committee will review and consider the voting results when making future decisions regarding executive compensation.

THE BOARD OF DIRECTORS RECOMMENDS AN ADVISORY VOTE “FOR” THE RESOLUTION TO APPROVE OUR 2021 NAMED EXECUTIVE OFFICER COMPENSATION.

EXECUTIVE OFFICERS

BelowIn addition to Robert D. Wright, our President and CEO, whose biography is a list ofincluded under the names,heading “Director Biographies,” our executive officers, their ages as of December 25, 2016, positions,26, 2021, and a brief account of thetheir business experience of the individuals who serve as our executive officers.follows.

Name		Age					Position
	Aylwin LewisSTEVEN CIRULIS			62			Chairman, Chief Executive Officer and President
	Michael Coyne			53			Senior Vice President and Chief Financial Officer
Julie Younglove-Webb			46			Senior Vice President, Operations
Matthew Revord			53			Senior Vice President, Chief LegalFinancial Officer General Counsel and SecretaryChief Strategy Officer Age: 51
Nancy Turk			A Wreck
	52

Experience

Steven Cirulis has been our Senior Vice President, Chief Financial Officer and Chief Strategy Officer since April 2020. Mr. Cirulis previously served in a strategic planning, finance and analytical consulting role for the Company from December 2019 until his appointment as Chief Financial Officer in April 2020. Prior to that, Mr. Cirulis served as Senior Vice President, Strategic Projects at Panera Bread from April 2017 to July 2018. Prior to his role at Panera Bread, Mr. Cirulis was the Global Vice President, Corporate Strategy, at McDonald’s Corporation from August 2011 to September 2016. Prior to joining McDonald’s, Mr. Cirulis was the Senior Director of Strategy, Business Development and Insights, for Gap Brand at Gap, Inc. from October 2006 to May 2011.

		ADAM NOYES Senior Vice President, Chief PeopleOperations Officer and Corporate Communications Age: 52
	Anne Ewing			A Wreck
		52			Senior Vice President, Development
Sherry Ostrowski			47			Senior Vice President, Brand and Sales Development

Aylwin LewisExperience has served as our Chief Executive Officer and President and a director since June 2008. From September 2005 to February 2008, Mr. Lewis served as Chief Executive Officer and President of Sears Holdings Corporation. Prior to that, Mr. Lewis was President of Sears Holdings and Chief Executive Officer of KMart and Sears Retail following Sears’ acquisition of KMart Holding Corporation in 2005. Mr. Lewis had been president and Chief Executive Officer of KMart since October 2004 until that acquisition. From January 2003 to October 2004, he was President, Chief Multi-Branding and Operating Officer of Yum! Brands, Inc. and served as Chief Operating Officer of Yum! Brands from December 1999 to January 2003. Mr. Lewis has nearly 30 years of experience in the restaurant industry. Mr. Lewis is also a member of the board of directors of The Walt Disney Company and Marriott International, Inc.

Michael CoyneAdam Noyes has been our Senior Vice President and Chief Financial Officerof Operations since May 2015.August 2020. Prior to joining Potbelly, Mr. Coyne was at CNA Financial from 2005 until 2015, most recently as Senior Vice President, Small Business and prior to that as divisional Chief Financial Officer of CNA’s Property & Casualty Operations business. Prior to CNA, Mr. Coyne spent seven years at Sears Holding Company, culminating as Vice President and Treasurer.

Julie Younglove-Webb has been our Senior Vice President of Operations since May 2015. Ms. Younglove-Webb joined Potbelly in 2008, first learning operations as a General Manager, then serving as a District Manager before assuming various operations roles before being promoted to Central Zone Vice President. Prior to joining Potbelly, Ms. Younglove-Webb was Senior Vice President and General Manager of Sears Essentials at Sears Holding Corporation, a role she assumed in 2005 after Sears’ acquisition of KMart Holding Corporation. Prior to that acquisition, Ms. Younglove-WebbNoyes held various roles of increasing responsibility beginning when she joined KMart in 1999at Checkers and Rally’s from April 1991 through December 2019, including serving as Manager, Information TechnologyChief Administrative Officer and culminating with her role asExecutive Vice President Marketing.from 2016 to 2019.

		ADIYA DIXON Chief Legal Officer and Secretary Age: 43
				Apple Walnut Salad

Matthew RevordExperience

Adiya Dixon has been our Senior Vice President, Chief Legal Officer General Counsel and Secretary since February 2014December 2020 and oversees all legal matters of the CompanyCompany. Prior to joining Potbelly, Ms. Dixon worked as an attorney at AAD Squared, a legal consulting firm, from February 2020 to December 2020. In July 2018, Ms. Dixon founded Yubi Beauty, an e-commerce consumer products company and international development. Mr. Revord joined Potbelly in January 2007 as our Senior Vice President, General Counsel and Secretary. From January 2002 to January 2007, Mr. Revord served as Deputy GeneralPresident from its inception through November 2020. Prior to founding Yubi Beauty, Ms. Dixon was employed by Wendy’s International, which owns and operates a chain of quick service restaurants, serving as Director, International Counsel of Brunswick Corporationfrom July 2016 to July 2018 and GeneralDirector, Corporate Counsel of Brunswick New Technologies.from October 2013 to July 2016.

		JEFFREY DOUGLAS Senior Vice President, Chief Information Officer Age: 50
				A Wreck with mustard

Nancy TurkExperience

Jeffrey Douglas has been our Senior Vice President and Chief Information Officer since September 2019. Mr. Douglas joined Potbelly from Levy Restaurants, where he served as the Senior Vice President of Information Technology from February 2016 through September 2019. Prior to Levy, Mr. Douglas was the Vice President of Technology for The Options Clearing Corporation from December 2000 to January 2016.

		SCOTT SWAYNE Senior Vice President, Chief People Officer Age: 54
				A Wreck

Experience

Scott Swayne has been our Chief People Officer and Corporate Communications since February 2014. Ms. Turk joinedApril 2021. Prior to joining Potbelly, in July 2008 as our Senior Vice President, Human Resources and Corporation Communications. From 2005 to July 2008, Ms. TurkMr. Swayne served as Senior Global Talent Acquisition Director at McCormick & Company (“McCormick”), a global food manufacturer, from July 2020 to April 2021 where he led the Divisional Vice Presidentglobal recruiting team that sourced and hired talent in support of Corporate Communications at Sears Holdings,McCormick’s performance and heldgrowth agenda. Prior to joining McCormick, Mr. Swayne served in various human resources leadership roles at Sears Holdings since 1993, where she was involvedGeneral Mills, a global consumer packaged goods company, from May 2000 to July 2020. Mr. Swayne also served in divestitures, mergershuman resources leadership roles at Genesis Systems Group, a robotics integrator, from February 1998 to May 2000 and acquisitions with Sears Credit, Lands’ End and KMart.Abbott Laboratories, a global healthcare company, from June 1990 to February 1998.

Anne Ewing has been our Senior Vice President, Development since October 2013. Ms. Ewing joined Potbelly in March 2007 and has held various leadership positions in Operations and Marketing. In November 2012, Ms. Ewing was promoted to VP, Development. Prior to joining Potbelly, Ms. Ewing spent 13 years with Starbucks in various leadership positions including Vice President of Operations for the Northeast and Vice President of New Store Development for the Midwest.

Sherry Ostrowski has been our Senior Vice President, Brand and Sales Development since March 2016. Ms. Ostrowski joined Potbelly in November 2012 as Vice President of Marketing. She is responsible for all marketing activities, including brand marketing, menu innovation, calendar development, digital & social media and consumer insights. Prior to joining Potbelly, Ms. Ostrowski was at Taco Bell from 2000 through 2012, where she held various roles culminating with her position as Sr. Director, Marketing (Brand Execution, Field Marketing &Non-Traditional Channels). She worked on the advertising agency-side of the business prior to 2000.

		LARRY STRAIN Chief Development Officer Age: 48
				Italian

Experience

Larry Strain has been our Chief Development Officer since May 2021. Mr. Strain is a founding partner of Restaurant Development Experts, a consulting firm providing store development advice to multi-unit restaurants around the United States, which he co-founded in January 2018. Mr. Strain served as Chief Development Officer for INQUE, a retailer, from July 2018 to March 2020 and as Senior Vice President of Real Estate and Store Development for Global Partners, LP, a retailer, from January 2015 to January 2018.

		DAVID DANIELS Chief Marketing Officer Age: 50
				Italian with hot peppers
						EXECUTIVE AND DIRECTOR COMPENSATION

EXECUTIVECOMPENSATION DISCUSSION AND DIRECTOR COMPENSATIONANALYSIS

This Compensation Discussion and Analysis section is intended to provide our stockholders with a clear understanding of our compensation philosophy, objectives and practices; our compensation setting process; our executive compensation program components; and the decisions made with respect to the 2021 compensation of each of our Named Executive Officers (“NEOs”). For 2021, our NEOs were:

IntroductionExecutive Summary

Performance Overview for 2021

During 2021, we had positive momentum and results from the implementation of our “Traffic-Driven Profitability” Strategic Plan that was announced in 2020. COVID-19 continued to impact our business and operations during 2021, including higher operating costs as a result of shortages in labor and wage and inflationary pressure.

However, even with these significant headwinds and disruptions caused by COVID-19, our management team was able to accomplish the following:

Financial and Operational Performance

Our incentive compensation plans worked as intended in 2021. The payouts under those plans were strongly aligned with our financial and stock price performance – demonstrating our commitment to structure an executive compensation program that pays for performance.

Compensation Philosophy and Objectives

Our compensation philosophy is to pay for performance, rewarding employees when performance targets are met. Merit increases, annual incentive compensation, equity awards, and incremental paid time off are all tied to performance and results. Our compensation programs are designed to attract, retain, motivate, and reward employees. PayOur pay program is designed to compensate employees commensurate with the scope and influence of the employee’s role and the extent to which an employee contributes to the achievement of key initiatives and financial targets, and demonstrates our values. All of our compensation programs are designed to align and reward actions that we believe contribute to our competitiveness and encourage superior performance.

For 2013,Executive pay is tied to both the Company’s and the individual’s annual performance. Merit increases, annual incentive compensation, equity compensation, when granted, and paid time off are generally awarded in preparationMarch or April of each year, following completion of the first quarter annual performance review cycle, the annual financial audit and approval from the Compensation Committee. The employment agreements of our named executive officers specify each executive’s annual incentive award target under our current annual incentive program. In addition, at the discretion of the Compensation Committee in the case of our CEO, and at the discretion of our CEO and upon the approval of the Compensation Committee in the case of our other executive officers, there may be an increase or decrease applied to the annual incentive awarded to an executive, including the other named executive officers, in order to account for exceptional circumstances. However, it is anticipated that additional incentives would only be awarded under unusual circumstances to further the objectives of our compensation program.

Elements of Executive Compensation

The following table provides information regarding the elements of our executive compensation program.

Other Compensation Policies. In addition to the principal compensation elements described above, we provide our executive officers with access to the same benefits we provide all of our full-time employees. Our officers also receive certain limited perquisites and other personal benefits that we believe are reasonable and consistent with our compensation objectives. These perquisites have been identified in the “Summary Compensation Table.” We also provide sign-on bonuses and new-hire equity awards (subject to a time-based vesting period) when the Compensation Committee determines it is necessary and appropriate to advance the Company’s interests, including to attract top-executive talent from other companies. Sign-on bonuses and new hire equity awards are an effective means of offsetting the compensation opportunities executives forfeit when they leave a former employer to join the Company.

Our Executive Compensation Process

Compensation for our IPO,executive officers is comprised of base salary, target value of long-term incentive, and target annual incentive bonus. Executive compensation is designed to be competitive with peer companies and market data, as explained below under “Role of Market Data and Our Peer Group.”

Roles and Responsibilities of the Compensation Committee, Compensation Consultant and the CEO in Setting Executive Officer Compensation.

Compensation Committee

The Compensation Committee reports to the Board. In accordance with its obligations as set forth in its charter, the Compensation Committee retains an independent Consultant and counsel to assist it in evaluating compensation as well as working with the CEO and the Chief Financial Officer to set performance goals. The Compensation Committee determines and approves executive compensation annually, with base salaries, bonus payments (for performance the prior fiscal year), performance goals for long-term incentive grants and annual incentive bonuses approved during the first quarter of the fiscal year.

Compensation Consultant

In 2021, the Compensation Committee retained the Rewards Solutions practice at Aon plc to provide executive compensation consulting services. Aon attended Compensation Committee meetings when requested and worked with management engaged compensation consultants,as necessary to gather and review information required to carry out its obligations. Aon Hewitt, to conduct an analysisalso advised the Compensation Committee on the appropriateness and competitiveness of our compensation programs relative to market practice, our strategy and provide recommendations for how bestour internal processes. This process allows the Compensation Committee to consider comprehensive information, including the Company’s performance and each named executive officer’s individual performance during the prior fiscal year, when making final compensation decisions.

CEO

Mr. Wright, our CEO, and other members of the management team support the Compensation Committee in the executive pay programs could be designed after our IPO. In additioncompensation process and regularly attend portions of committee meetings. Mr. Wright provides the Compensation Committee with his perspective regarding the performance of his executive leadership team, including the other named executive officers. Mr. Wright makes recommendations to providing advice about broad-based plans generally available to all salaried employees, Aon Hewitt provided:

The compensation committee considered Aon Hewitt’s recommendations as well as relevant market practices when settingthe Compensation Committee on the full range of annual executive compensation decisions, except with regard to align ourhis own compensation. In accordance with NASDAQ rules, Mr. Wright was not present when his compensation was being discussed and did not vote on executive compensation program withmatters, and neither Mr. Wright nor other members of management attended executive sessions of the marketCompensation Committee.

Role of Market Data and Our Peer Group. As part of the annual executive compensation process, the Compensation Committee reviews compensation levels and practices for which we compete for executive talent.executives holding comparable positions at peer group companies and also includes broader compensation survey data. Our market for executive recruiting is generally other restaurant or retail concepts. Fornon-operations executives, we look at the general restaurant industry.companies. In evaluating the competitiveness of our executive compensation program, we targetcompare our executive’s compensation against the restaurant industry, specifically the limited-service restaurant segment, and national and local competitors to help ensure we are competitive, focusing on items such as equity awards, merit pay, incentive pay and paid time off. We

The Compensation Committee does not explicitly benchmark our executive officers’ compensation to the peer group, but the peer group data is one of multiple reference points used to evaluate our executives on a scaleexecutive compensation programs.

2021 Peer Group. Our peer group consists of one through five. A scorecasual dining, fine dining, quick casual and quick service restaurants with similar market capitalization and revenue. The Compensation Committee and independent directors considered the peer group in connection with their fiscal year ended December 26, 2021 executive compensation decisions. The Compensation Committee reviews the composition of three means the executive is a “Contributor,” four is a “High Contributor”peer group periodically and five is a “Star.” Annual cash compensation varies based onwill make adjustments to the executive’s score,peer group in response to changes in the size of business operations of the Company and of companies in the peer group, companies in the peer group being acquired or taken private, and other individual performance measures,companies in the restaurant industry becoming public. The table below lists the companies that were considered during the fiscal year ended December 26, 2021.

Casual Dining

Ark Restaurants Corp.

Chuy’s Holdings, Inc.

Denny’s Corporation

J. Alexander’s Holdings, Inc.

Luby’s Inc.

Fine Dining

Ruth’s Hospitality Group, Inc.

Quick Casual

Fiesta Restaurant Group, Inc.

Noodles & Company performance,

Quick Service

El Pollo Loco Holdings, Inc.

Del Taco Restaurants, Inc

Base Salary

The Compensation Committee generally reviews, and contributionsapproves adjustments to, Potbelly.

Executive pay is tied to both the Company’s and the individual’s annual performance. Merit increases, annual incentive compensation, stock options, when granted, and paid time off are generally awarded in March or April of each year, following completion ofbase salaries annually during the first quarter annual performance review cycle, the annual financial auditwith new salaries becoming effective in mid-April. Pursuant to his employment agreement, Mr. Wright agreed to an initial base salary of $1.00 until July 2021 at which time his base salary increased to $650,000 in line with market. Mr. Cirulis’ base salary is $425,000, Mr. Noyes’ base salary was initially $325,000 when he was hired in August 2020 and approval from the compensation committee. Thewas increased to $400,000 in September 2021 pursuant to his employment agreements of ouragreement. Ms. Dixon’s base salary is $275,000. From April 2020 to August 10, 2020, all named executive officers specify each executive’s annual incentive bonus target under our current bonus program. In addition, atduring that period agreed to a temporary 25% reduction in their base salary in an effort to mitigate the discretionimpacts of the compensation committee in the caseCOVID-19. The Company repaid 50% of our Chief Executive Officer, and at the discretion of our Chief Executive Officer and upon the approval of the compensation committee in the case of our other executive officers, there may be an increase or decrease applied to the annual bonus awarded to an executive, including the other named executive officers, in order to account for exceptional circumstances. However, it is anticipated that such bonuses would only be awarded under unusual circumstances to further the objectives of our compensation program. For example, the named executive officers received a discretionary cash bonus for the performance in fiscal year 2016. See“–Non-Equity Incentive Awards–2016 Discretionary Bonus” below.

In 2015, the compensation committee engaged Aon Hewitt to conduct an analysis of and provide recommendations for our director compensation programs. The compensation committee considered the benchmarking analysis provided by Aon Hewitt as well as market practice when forming their recommendation to the Board of Directors concerning appropriate compensation for members of our Board of Directors. The compensation committee also engaged Aon Hewitt in 2015 to conduct a competitive analysis of executive compensation. In 2016, Aon Hewitt provided consulting services modeling possible equity plan share request size and compliance with institutional shareholder advisor governance guidelines. Aon Hewitt is currently benchmarking executive equity compensation and is also engaged in a review of the CEO’s executive employment agreement. Aon Hewitt also provides the Company with consulting services concerning employee benefit plans.

EXECUTIVE AND DIRECTOR COMPENSATION

2016 Summary Compensation Table

The following table summarizes compensation for the years ending December 25, 2016 and December 27, 2015 earned by our principal executive officer and our two other most highly compensated executive officers. These individuals are referred to as our named executive officers.

Non-EquityAnnual Incentive AwardsPlan

Support Center Annual Incentive Plan. The Company has established the Support Center Annual Incentive Plan to provide annualnon-equity cash incentive compensation to executives. Starting with fiscal year 2016, incentives for executive officers were earned based onexecutives in its corporate offices (the “Support Center”). The graphic below illustrates the followingweighting of the metrics and weighting: (a) 50%—total company revenue; and (b) 50%—adjusted EBITDA (where adjusted EBITDA represents net income (loss) before depreciation and amortization expense, interest expense, provision for income taxes andpre-opening costs, adjusted to eliminate the impactcalculation of other items, including certainnon-cash as well as certain other items that we do not consider representativethe objective component of ouron-going operating performance). the Annual Incentive Plan.

This plan sets a threshold, target, stretch and maximum payout level for each of these

metrics applicable to all executive officers, and the amounts paid are based on the actual figuresresults achieved by the Company. For fiscal year 2016, all executive officers utilized the same metrics and weightings. The targets are set for the year by the compensation committeeCompensation Committee based on recommendations from Mr. Lewisthe CEO and Mr. Coynethe Chief Financial Officer and are communicated to executives at the beginning of each year. To be eligibleFor 2021, the Committee determined to (i) revise the threshold payout level to 50% of target rather than 80% of target given the continued uncertainty in 2021 and to ensure employees are properly incentivized throughout the year even when the Company’s performance is lower than expected. and (ii) add a stretch level to reward employees when the Company exceeds target performance but does not achieve the very challenging maximum performance targets. The Committee also determined to place greater weight on Adjusted EBITDA which for an award under the plan, the executive must receive an annual individual performance appraisal rating of “Contributor” or higher. For2021 had a 70% weighting than same store sales which had a 30% weighting for 2021.

The threshold, target, stretch and maximum criteria and actual fiscal year 2016, the threshold levelended December 26, 2021 results for these metrics was not achieved. Accordingly, no annual cash incentive awards were paid to the named executive officers under the Support Center Annual Incentive Plan for fiscal 2016 performance.Adjusted EBITDA and Same Store Sales are as follows.

For fiscal year 2015, incentives for named executive officers were earned based on the achievement ofpre-established targets for performance weighted as follows: (a) 40%—total company revenue; (b) 30%—adjusted net income; and (c) 30%—adjusted EBITDA.

Long-Term Incentive Awards

Long-term incentive awards are currently granted under our 2019 Long-Term Incentive Plan (the “Plan”). The Plan is administered by the Compensation Committee. Equity awards represent an important component of our named executive officer compensation. Since 2019, the equity mix for fiscal year 2016,executive officers changed from 50% stock options and 50% restricted stock units to 50% performance stock units and 50% restricted stock units. The graphic below illustrates the compensation committeeweighting of the metrics and the calculation of the long-term incentive award.

Performance Stock Units

Annual performance stock units were granted to our named executive officers on April 26, 2021. The number of Target PSUs that shall become earned and vested pursuant to this award and will be determined it was appropriate to grant a discretionary bonusand shall be based on (i) the Base Price as compared to the Target Stock Price or (ii) the relative Total Shareholder Return (TSR) metric vs. the Russell 3000 Travel & Leisure Index (T&L Index). The performance period is from April 26, 2021 to April 26, 2024. If either of the performance criteria are satisfied, the award will vest based on the percentages indicated in the chart below. The vesting date for these performance stock units is April 26, 2024. The table below outlines the share price achievement levels for the 2021 to 2024 performance period.