Bryant Keil’s first Potbelly sandwich needed another chance. He had declined to have it heated. On a return visit, he tried it toasted, and his opinion improved considerably. In the history of restaurant expansion, this is a useful reminder that due diligence sometimes requires ordering lunch twice.
The shop was on Chicago’s Lincoln Avenue, and it already had a life of its own. Peter Hastings and his wife had begun serving sandwiches to customers in their antique shop in 1977. Food gradually became the attraction. The old furnishings remained, giving people somewhere to sit while the antiques business surrendered its floor space to lunch.
Keil liked what he found. Other people did too, visibly enough to form lines outside. He bought the shop in 1996 for a reported $1.7 million. It was an expensive way to secure a regular table. It also set him a problem that would occupy years of his working life: how much of a favorite place can you reproduce before it starts feeling reproduced?
The second bite
There is an important division of labor in Potbelly’s beginnings. Hastings created the original shop. Keil built the modern chain. His starting material was a business customers had already chosen, with an atmosphere that had accumulated over time. He was buying something with regulars, habits and a past.
His own preparation had been less tidy than a single job title suggests. He had studied at Cornell University and American University, worked in food service, opened Café on Grand with his wife Pam, and established Room Service Deliveries. The latter brought restaurant meals to homes and workplaces around Chicago. Getting food to people was already a recurring interest.
The next move was to get more people into Potbelly. A second shop opened in 1997. That modest sentence contains the first real test of the purchase: customers elsewhere had to find a reason to come in. The history of the original location could furnish a story, but it could not stand in line on their behalf.
Eight shops before the outside money
Keil financed the first eight shops himself. The early expansion therefore carried a rather personal definition of commitment. Before there was a larger group of investors to persuade, there was his own money to put to work. More locations eventually required more capital.
A venture-capital introduction connected him with Howard Schultz, the Starbucks leader. Maveron, co-founded by Schultz and Dan Levitan, invested in 2001. The connection put Potbelly in conversation with people who understood the possibilities of taking an everyday purchase into many more neighborhoods.
The underlying challenge was easy to describe and difficult to solve. A sandwich has to be made again for every customer. So does the experience around it. An investor can fund a new room; the people working there have to make that room worth entering. Keil’s determination to preserve each shop’s individuality accompanied the expansion.
Washington, D.C., became Potbelly’s first market outside Chicago in 2002. Its tenth location was a long way from a national footprint, but it moved the company beyond its home audience. The 100th shop arrived in 2005. By then, the question had changed from whether there could be another Potbelly to how the organization would support so many of them.
The case for a tin ceiling
Keil’s objections to careless expansion could be surprisingly architectural. In 2007, he described what happens when businesses start removing the details that cost money: trim disappears, a tin ceiling is omitted, wood gives way to laminate, metal to plastic. Each substitution has a rationale. Together, they can make the room feel different.
His point was that customers notice. The furnishings helped carry the homemade feeling he wanted Potbelly to retain. Treating every visible detail as an expense to be eliminated risked thinning out the reason for choosing the shop in the first place.
He applied the same attention to the organization. Measurable goals and prompt feedback mattered. So did an immersion program where experienced employees worked through company stories with future leaders. A growing business needed ways to pass judgment along with procedures. Memory had a job to do.
“My thought is to take a long-term view on our organization.”Bryant Keil, 2007
There is a pleasing stubbornness in that position. A sandwich shop gives a manager endless small decisions, most of them too ordinary to become a presentation slide. Keil’s argument made those decisions consequential. The details customers encountered, and the way employees learned to handle them, were part of what the company was selling.
Learning to leave the chair
Recognition followed the growth. The Illinois Restaurant Association named Keil its 2003 Restaurateur of the Year. In 2007, he received an Ernst & Young Entrepreneur of the Year award and joined the Aspen Institute’s Henry Crown Fellowship. His work had moved well beyond the original lunch counter.
He also became involved in Chicago’s wider entrepreneurial community. From 2008 to 2017, he co-chaired the Chicagoland Entrepreneurial Center and its technology incubator, 1871. Helping other businesses develop added another dimension to a career associated with one highly recognizable restaurant name.
His Potbelly responsibilities changed in stages. He served as CEO from 1996 to 2008 and chairman through 2011. The founding-chairman title followed; a later company filing described it as carrying no executive powers or responsibilities. Potbelly went public in 2013 under subsequent leadership. He left its board in October 2015.
Those dates matter because a founder’s reputation can linger in a role long after the work has changed hands. Keil’s connection to Potbelly survived his executive tenure, but running the chain belonged to others. The next substantial chapter would ask him to take a different seat altogether.
A different set of keys
In July 2023, Keil and his son Hampden signed an agreement covering 27 Potbelly shops in Maryland. Twelve were existing locations to be refranchised. Fifteen were new shops to be developed over eight years. The territory extended across seven counties, from Washington and Frederick through the Washington suburbs and Southern Maryland.
The arithmetic describes both a working business and work still to come. Existing shops bring teams, regular customers and immediate responsibilities. Development rights bring a schedule of sites to find and doors to open. A signed commitment is the beginning of that process.
27 shops covered · 7 counties · 8-year development period
Father and son had a shared history with the brand, though they had experienced it at different heights. In a 2025 conversation, Hampden remembered childhood visits that included making milkshakes and working the register. He later gained restaurant experience with Lettuce Entertain You before entering the franchise business with Bryant.
Their responsibilities make the partnership more concrete than a family name. Bryant focuses on growth and development. Hampden handles operations. By May 2025, their business was described as having 13 restaurants. The family connection comes with a division of work, and the restaurants require that work every day.
Keil has acknowledged the adjustment involved in handing over authority. As CEO, changing a recipe or a cookie had been a decision he could make. As a franchisee, he works with the chain’s leadership. He has also emphasized the advantage of concentrating attention on a smaller group of shops, where the owners can stay close to the people running them. The return gives him a more immediate view of daily execution. After years spent adding locations to a growing map, his attention can settle again on what happens inside the rooms.
The room still matters
In April 2025, the two appeared together on the Franchise QB podcast. Keil spoke enthusiastically about working within the system led by Bob Wright and his team. For someone who had once led Potbelly himself, backing the people now responsible for the chain was part of deciding to return.
The discussion also came down to less ceremonial matters: finding real estate, negotiating leases and fitting shops into available spaces. Hampden described an opening process that could take nine to twelve months, with construction itself around ten to twelve weeks. The building work was only one piece of getting a location ready.
That is where the franchise chapter brings Keil’s story back into focus. A national brand gives a new shop recognition before its first customer arrives. The operator still has to find the address, assemble the team and deliver the visit. Familiarity creates expectations as readily as it creates interest.
His return has the appeal of a loop without the convenience of a reset. He brings years of experience to a business that has continued changing. Hampden brings his own operating background. Together they have to make the arrangement work in particular places, for particular customers, one opening and one ordinary lunch at a time.
The antiques shop became a restaurant. The restaurant became a chain. Its former CEO became a franchisee with his son. Through those changes, the question that first interested Keil remains usefully small: what makes someone want to come back through this door?