DEF 14A of Papa Johns International Inc, Mar 29, 2024

DEF 14A of Papa Johns International Inc

Filed Mar 29, 2024 · FY20230001558370-24-004324

Open on EDGAR

  1. Nominees for Election to the Board

    Nominees for Election to the Board

  2. Nominees for Election to the Board

    | Christopher L. Coleman | | | Age: 55 Director since 2012 Chair of the Board Committees: Corporate Governance and Nominating (Chair) | Key Experience and Skills Mr. Coleman’s extensive financial experience and international business acumen provide insight and expertise to the Board in these key areas. Professional Experience Mr. Coleman is based in the UK, where he is Group Head of Banking at Rothschild & Co. He is a Global Partner of Rothschild & Co, Chairman of Rothschild & Co Bank International and also serves on a number of other boards and committees of the Rothschild & Co Group, which he joined in 1989. Mr. Coleman currently serves as a non-executive director of Barrick Gold Corporation (NYSE: GOLD) (and is a member of its compensation committee and its ESG and nominating committee). Mr. Coleman was previously non-executive Chairman of Randgold Resources until the Barrick/Randgold merger in 2019. |

  3. Nominees for Election to the Board

    | John W. Garratt | | | Age: 55 Director since 2023 Committee: Audit | Key Experience and Skills Mr. Garratt’s broad experience in finance leadership positions brings to the Board financial expertise and additional insights into the retail and restaurant industries. In addition, as a director of other public companies, he brings corporate governance and compensation experience. Professional Experience Mr. Garratt most recently served as President and Chief Financial Officer of Dollar General (NYSE: DG) until May 2023 after serving as Executive Vice President and Chief Financial Officer from 2015 to 2022. Prior to his positions with Dollar General, he spent more than ten years in leadership positions with Yum! Brands (NYSE: YUM). He currently serves on the board of directors of Humana, Inc. (NYSE: HUM) (including service as chair of its investment committee and member of its audit committee), and Cracker Barrel (NASDAQ: CBRL) (including service on its audit committee). Mr. Garratt served as a board member of the Atlanta Federal Reserve Bank until December 2023. | | Stephen L. Gibbs | | | Age: 51 Director since 2023 Committee: Audit | Key Experience and Skills Mr. Gibbs’ considerable accounting and management experience provides the Board with financial expertise and additional insights into the retail and food and beverage industries. Professional Experience Mr. Gibbs most recently served as Vice President, Chief Accounting Officer and Corporate Controller for The Home Depot (NYSE: HD) from 2020 until June 2023. He joined The Home Depot from Tyson Foods (NYSE: TSN) where he served as Senior Vice President, Chief Accounting Officer and Controller from 2018 to 2020. Mr. Gibbs previously held similar roles with Keurig Green Mountain (now Keurig Dr Pepper (NASDAQ: KDP)), and Scientific Games Corporation. He spent his early career with top public accounting firms. Mr. Gibbs currently serves on the board of Radio Systems Corporation, a privately held company (including service on its audit committee). |

  4. Nominees for Election to the Board

    | Laurette T. Koellner | | | Age: 69 Director since 2014 Committees: Audit (Chair) | Key Experience and Skills As a former executive of a publicly traded company, Ms. Koellner brings extensive experience to the Board in the areas of complex business operations, finance and accounting, and international business. In addition, she brings ample corporate governance and compensation experience and insight as a director of other public companies. Professional Experience Ms. Koellner most recently served as Executive Chairman of International Lease Finance Corporation, a subsidiary of American International Group, Inc. (“AIG”) from 2012 until its 2014 sale to AerCap Holdings N.V. Ms. Koellner served as President of Boeing International, a division of The Boeing Company, where she held a variety of financial and business leadership roles from 1997 until 2008, including as a member of the Office of the Chairman and Boeing’s Chief Administration and Human Resources Officer. Prior to her time with Boeing, Ms. Koellner spent 19 years at McDonnell Douglas Corp., which merged with The Boeing Company in 1997. She currently serves on the board of directors of Celestica, Inc. (NYSE: CLS) (including service as the chair of its audit committee, and a member of its compensation, and nominating and corporate governance committees), The Goodyear Tire & Rubber Company (Nasdaq: GT) (including service as its non - executive board chair and as a member of its compensation, governance, and executive committees) and Nucor Corporation (NYSE: NUE) (including service as chair of its audit committee and member of its compensation and executive development, and governance and nominating committees). | | Jocelyn C. Mangan | | | Age: 52 Director since 2019 Committees: Compensation, Corporate Governance and Nominating | Key Experience and Skills Ms. Mangan’s extensive experience with technology and product strategy provides insight and expertise to the Board in these key areas. She also brings corporate governance experience as a director of another public company. Professional Experience Ms. Mangan is the CEO and Founder of Him For Her, a social enterprise whose aim is to change for-profit boards of directors to include the world’s most talented women. She has served in this capacity since May 2018. Prior to that, Ms. Mangan held positions at Snagajob, serving as its COO from 2017 to 2018 and its Chief Product and Marketing Officer from 2016 to 2017. From 2014 to 2015, Ms. Mangan was SVP of Product at OpenTable. Ms. Mangan currently serves on the board of Wag! (NASDAQ: PET), a technology platform that supports pet care, and ChowNow, a privately held online food ordering system and marketing platform. |

  5. Nominees for Election to the Board

    | Sonya E. Medina | | | Age: 48 Director since 2015 Committees: Compensation, Corporate Governance and Nominating | Key Experience and Skills Ms. Medina has considerable experience in brand management and communications, multi-cultural communities, social impact, and diversity, equity, and inclusion. She also brings corporate governance experience as a director of other public companies. Professional Experience Ms. Medina currently serves as the President and Chief Executive Officer of Reach Resilience, an Endeavors Foundation committed to serving communities in crisis. She has also served as an independent consultant since 2013. Previously, she served as Vice President of Community and External Affairs for Silver Eagle Distributors (distributor of Anheuser-Busch and Grupo Modelo products) from 2009 to 2013. Previously, Ms. Medina served as a White House commissioned officer in the capacity of Deputy Assistant to the President for Domestic Policy and Director of Projects to the First Lady, and as Director of the AT&T Global Foundation. Ms. Medina currently serves on the board of directors of Delta Apparel, Inc. (NYSE: DLA) (including service on its audit, and corporate governance committees), TKO Group Holdings, Inc. (NYSE: TKO) (including service on its audit, and compensation committees). She is active in community and civic affairs. | | John C. Miller | | | Age: 68 Director since 2023 Committee: Compensation | Key Experience and Skills As a restaurant industry veteran with over 40 years of operational, strategic and senior management experience, Mr. Miller brings significant industry experience to our Board along with leadership and strategy insights. Professional Experience Mr. Miller served as Chief Executive Officer of Denny’s Corporation (NASDAQ: DENN) from 2020 until 2022, and as its President and Chief Executive Officer from 2011 to 2020. Prior to joining Denny’s Corporation, he served as Chief Executive Officer of Taco Bueno Restaurants, Inc. He also spent 17 years with Brinker International (NYSE: EAT), where he held numerous management positions overseeing several restaurant brands. Mr. Miller continues to serve as a director of Denny’s Corporation. |

  6. Nominees for Election to the Board

    | Anthony M. Sanfilippo | | | Age: 65 Director since 2019 Committees: Compensation (Chair), Corporate Governance and Nominating | Key Experience and Skills Mr. Sanfilippo brings extensive operational, strategic and senior leadership experience in the hospitality industry, including casinos, hotels, restaurants and entertainment businesses. Professional Experience Mr. Sanfilippo is the co-founder of Sorelle Capital and Sorelle Hospitality, which have a focus on investing and operating companies in the hospitality sector, and participating in a variety of real estate development ventures. Mr. Sanfilippo most recently served as Chief Executive Officer and the chairman of the board of directors of Pinnacle Entertainment, Inc., a publicly traded gaming hospitality company with 16 casino locations in 10 states across the U.S. from 2010 until its 2018 sale to Penn National Gaming. He served as Pinnacle’s chairman of the board from 2017 until its sale. Prior to joining Pinnacle, Mr. Sanfilippo served as President, Chief Executive Officer and a board member of Multimedia Games Inc., a publicly traded creator and supplier of comprehensive technology systems, content and electronic gaming devices for various segments of the gaming industry. Prior to joining Multimedia Games, he served as division president at Harrah's Entertainment, Inc., currently known as Caesars Entertainment, Inc., including serving as President and Chief Operating Officer for Harrah’s New Orleans and a board member of Jazz Casino Corporation. Mr. Sanfilippo also served as chairman of the board of Tivity Health, Inc. (Nasdaq: TVTY) until its acquisition by Stone Point Capital in 2022. |

  7. Nominees for Election to the Board

    There are no family relationships among the Company’s directors and executive officers.

  8. Nominees for Election to the Board

    | Security Ownership of Certain Beneficial Owners and Management |

  9. Nominees for Election to the Board

    The following table sets forth certain information as of March 11, 2024 (except as noted otherwise), with respect to the beneficial ownership of our capital stock by (i) each of the named executive officers identified in the Summary Compensation Table in this Proxy Statement, (ii) each director or nominee for director of the Company, (iii) all directors and current executive officers as a group and (iv) each person known to the Company to be the beneficial owner of more than five percent of the outstanding common stock. As of March 11, 2024, there were 32,944,215 shares of common stock outstanding.

  10. Nominees for Election to the Board

    | | | Percent of | | | Amount and Nature of | Common Stock | | Name of Beneficial Owner | Beneficial Ownership(1)(2) | Outstanding | | Amanda Clark(3) | 12,408(3) | * | | Christopher L. Coleman | 43,801 | * | | Christopher K. Collins | 6,399 | * | | John W. Garratt | 929 | * | | Stephen L. Gibbs | 929 | * | | Ann B. Gugino | -(4) | * | | Laurette T. Koellner | 34,310(5) | * | | Robert M. Lynch | 161,052(6) | * | | Jocelyn C. Mangan | 8,965 | * | | Sonya E. Medina | 25,293 | * | | John C. Miller | 1,140 | * | | Shaquille R. O'Neal | 8,965(7) | * | | Caroline Miller Oyler | 75,343(8) | * | | Anthony M. Sanfilippo | 18,362(9) | * | | Ravi Thanawala | 30,988 | * | | All 14 directors and current executive officers as a group | 267,832(10) | 0.8% |

  11. Nominees for Election to the Board

    | * Represents less than one percent of class. |

  12. Nominees for Election to the Board

    | | Common Stock Beneficially Owned | | | | Amount and Nature of | Percent | | Other 5% Beneficial Owners | Beneficial Ownership(1) | Outstanding | | BlackRock, Inc.(11) | | | | 50 Hudson Yards | | | | New York, NY 10001 | 5,175,109 | 15.8% | | T. Rowe Price Investment Management, Inc.(12) | | | | 100 E. Pratt Street | | | | Baltimore, MD 21201 | 3,778,311 | 11.5% | | The Vanguard Group(13) | | | | 100 Vanguard Blvd. | | | | Malvern, PA 19355 | 3,603,639 | 11.0% | | Wellington Management Company LLP (14) | | | | 280 Congress Stret | | | | Boston, MA 02210 | 1,698,833 | 5.2% |

  13. Nominees for Election to the Board

    | (1) Based upon information furnished to the Company by the named persons and information contained in filings with the SEC. Under SEC rules, a person is deemed to beneficially own shares over which the person has or shares voting or investment power or of which the person has the right to acquire beneficial ownership within 60 days. Unless otherwise indicated, the named persons have sole voting and investment power with respect to their shares and such shares are not subject to any pledge. |

  14. Nominees for Election to the Board

    | (2) Includes the following shares subject to options exercisable within 60 days after March 11, 2024; time - based restricted stock, over which the named persons have sole voting power; and deferred stock units. |

  15. Peer Group Companies and Benchmarking

    Peer Group Companies and Benchmarking Market pay levels and practices, including those of a relevant peer group, are among many factors the Compensation Committee considers in making compensation decisions. The market review is intended to provide an external framework for the range and reasonableness of compensation and to ensure we can provide competitive compensation needed to attract and retain the caliber of leadership critical to our success. The Compensation Committee reviews market data for all pay elements but does not target NEO compensation with respect to a specific benchmark, such as “median” or “50th percentile.” The Compensation Committee believes that dependence solely on benchmark data can detract from the focus on the performance of the individual NEO and his or her contribution to Company performance. The Compensation Committee reviews the peer group annually in consultation with its independent compensation consultant. For competitive comparisons used to inform 2023 compensation decisions, the peer group included the companies in the following table.

  16. Peer Group Companies and Benchmarking

    | COMPETITIVE PEER GROUP | | | | BJ's Restaurants, Inc. | Cracker Barrel Old Country Store, Inc. | Jack in the Box Inc. | | Bloomin' Brands | Darden Restaurants | Restaurant Brands International Inc. | | Brinker International, Inc. | Denny’s Corp. | Texas Roadhouse, Inc. | | The Cheesecake Factory, Inc. | Dine Brands Global, Inc. | The Wendy’s Company | | Chipotle Mexican Grill, Inc. | Domino’s Pizza, Inc. | Wingstop, Inc. |

  17. Peer Group Companies and Benchmarking

    The Committee believes the companies in the peer group share many characteristics with the Company, including a common industry, market capitalization and other financial criteria, and are an appropriate group of comparable companies with which we compete for executive talent. The Committee did not make any changes to the 2023 peer group from the prior year.

  18. Role of Compensation Consultants in the Executive Compensation Process

    Role of Compensation Consultants in the Executive Compensation Process

  19. Role of Compensation Consultants in the Executive Compensation Process

    | Year | Compensation Committee's Independent Compensation Consultant | | 2023 | FW Cook | | 2024 | Meridian Compensation Partners, LLC |

  20. Role of Compensation Consultants in the Executive Compensation Process

    The Compensation Committee retained FW Cook as its independent compensation consultant for 2023. FW Cook reported directly to the Compensation Committee and does not provide any other services to the Company. The Compensation Committee reviewed and assessed FW Cook’s independence pursuant to SEC and Nasdaq rules and determined that the firm is independent and has no conflicts of interest with the Company. The Committee sought input from FW Cook on compensation trends, appropriate peer group companies and market survey data, and specific compensation decisions as discussed in this Compensation Discussion and Analysis. The Compensation Committee conducted a compensation consultancy request for proposal in the fall of 2023. After evaluating potential advisors for industry expertise, independence, innovation, consultant and firm reputation, and other factors, they chose Meridian Compensation Partners as their independent consultant for 2024. The Compensation Committee has reviewed and assessed Meridian Compensation Partners’ independence pursuant to SEC and Nasdaq rules and determined that the firm is independent and has no conflicts of interest with the Company.

  21. 4. Compensation Policy Highlights

    | ● | No executives have an employment agreement other than the CEO. |

  22. 4. Compensation Policy Highlights

    | ● | No “single trigger” change of control payments. |

  23. 4. Compensation Policy Highlights

    | ● | No guaranteed bonus or base pay increases, other than sign-on payments and inducements for newly recruited executives. |

  24. 4. Compensation Policy Highlights

    | ● | No repricing or cash buyouts of underwater stock options or granting of discount-priced stock options. We have not issued stock options since 2019. |

  25. 4. Compensation Policy Highlights

    | ● | Multi-year vesting and performance periods for annual equity grants. |

  26. 4. Compensation Policy Highlights

    | ● | Risk mitigation features including robust stock ownership requirements, multiple performance metrics to deter excessive focus on a singular performance goal in the annual MIP, and an annual risk assessment by the Compensation Committee. |

  27. 4. Compensation Policy Highlights

    | ● | Use of an independent compensation consultant to provide advice in structuring pay packages for executives that reflect the Company’s pay-for-performance philosophy. |

  28. 4. Compensation Policy Highlights

    | ● | No dividends or dividend equivalent rights paid on unexercised stock options. |

  29. 5. Fiscal 2023 Executive Compensation Overview

    | Pay Component | Description | 2023 Actions and Payments | | Base Salary | Fixed cash compensation. | Mr. Lynch’s salary remained the same in 2023. Ms. Clark and Ms. Oyler received 5%, and 2% salary increases from 2022 levels, respectively. These increases were based in large part on ensuring the salaries of our NEOs remain competitive with market rates. Ms. Clark received a further increase of $25,000 in connection with her appointment as Chief Operating Officer, International in September 2023. Mr. Thanawala was a new hire in 2023 and his base salary of $600,000 was set in connection with his appointment as CFO. | | Annual Cash Incentive Compensation (under MIP) | Provides an annual cash incentive to the NEOs and others within the Company based upon achievement of pre-established annual performance goals related to post-MIP Operating Income, Net Development, North America Comparable Sales and ESG initiatives. | Based upon the Company’s achievement toward the pre-established annual performance goals under the MIP, NEO payouts under the MIP were 49.6% of target. Mr. Thanawala received a one - time cash sign-on bonus of $825,000 with 50% payable upon hire and the remaining 50% payable upon his one-year anniversary. | | Long-term Compensation ● Restricted Stock – 40% ● Performance-based units – 60% | Time-based Restricted Stock: 3 - Year Ratable Vesting, Performance-based units earned based on the Company’s three-year relative TSR. | In 2023, each NEO received a target long-term incentive plan (LTIP) award comprised 60% of performance-based units and 40% of restricted stock. Ms. Clark also received a pro-rated equity award in connection with her appointment as Chief Operating Officer, International. Mr. Thanawala received a one-time restricted stock award in connection with his hiring to replace lost equity from his prior employer in the amount of $1,750,000, vesting over three years. Performance-based units granted in 2021 were paid out at 92% of target as relative TSR over the 2021-2023 performance period was at the 52nd percentile relative to the performance peers. |

  30. 6. Tying Pay to Performance

    | ● | Setting rigorous, objective performance goals under the annual cash incentive award, the MIP. |

  31. 6. Tying Pay to Performance

    | ● | Granting performance-based units under the LTIP that are tied to relative TSR versus the 21 other companies in the S&P 1500 restaurant category, measured over a three-year period. |

  32. 6. Tying Pay to Performance

    | ● | Granting restricted stock awards that typically vest over three years, tying executive compensation to long-term service and the creation of long-term stockholder value. Award levels are tied to individual performance and individual success in driving results. |

  33. Short-Term Cash Incentive Compensation

    Short-Term Cash Incentive Compensation In 2023, our short-term cash incentive program under the MIP was designed to reward achievement of annual performance objectives, with priority placed on the post-MIP operating income metric. Fifty percent (50%) of the MIP’s payout was based on the post-MIP operating income metric, and achievement of threshold adjusted operating income was also required for any cash payout, even if non-income metrics were achieved. Forty-four (44%) percent of the MIP’s payout was based on comparable sales and net development metrics, equally weighted, and six percent (6%) of the MIP’s payout was based on an ESG metric. If a non-income metric, such as net unit development (North America and International), comparable sales (North America), and ESG (in each case, as defined and calculated in the table below) exceeded the target goals, then the plan would provide for payout on that metric at the greater of 100% or the same payout percentage as the post-MIP operating income metric. The maximum potential payout was 200% of each executive’s target. The Company believes the plan design, with built-in limits, prevents paying excessive awards when our post-MIP operating income does not meet our objectives for the full year and is an important element in mitigating the risk of focusing on short-term performance. For 2023, post-MIP operating income (as defined in the table below) was above the threshold performance level, resulting in performance of 43% on that particular metric. Our net development, comparable sales for North America, and ESG goals were achieved between threshold and target performance levels. In 2023, performance metrics and the target and actual results of the MIP included:

  34. Short-Term Cash Incentive Compensation

    | | | | | | Calculated | | | | | | | | Payout | Award | | Metric | Definition | Weighting | Target(1) | Actual Results | Percentage | Percentage | | Post-MIP Operating Income | Adjusted operating income on a 52-week basis and FX neutral. | 50% | $169,400 | $150,200(2) | 43.4% | 21.70% | | Net Development | Global system-wide store openings less store closings. | 22% | 305 units | 208 units | 36.6% | 8.05% | | North America Comparable Sales | North America system-wide comparable sales (average same-store, year-over-year sales), an industry standard used to measure company growth. | 22% | 3.0% | 0.8% | 63.0% | 13.86% | | ESG Metric | | 6% | Progress against goals | Achieved | 100.0% | 6.00% | | Actual Payout | Payout % | | | | | 49.6% |

  35. Short-Term Cash Incentive Compensation

    | (1) (In thousands) If the post-MIP Operating Income threshold of $135.5 million was not achieved then there could be no payout under the plan. Overall payout for the plan was capped at 200% of target in 2023. |

  36. Short-Term Cash Incentive Compensation

    | (2) (In thousands) Post-MIP Operating Income and Adjusted Operating Income are Non-GAAP financial measures. See Annex A to this Proxy Statement for a reconciliation of non-GAAP financial measures. |

  37. Short-Term Cash Incentive Compensation

    Performance targets for each MIP plan metric were set by the Committee with consideration of stockholder value creation as well as the Company’s targets contained in the annual budget and operating plan. The performance targets to achieve target payout were set in conjunction with the Company’s 2023 annual budget. In 2023, the target MIP awards (expressed as percentages of base salary and dollar amounts) and the earned MIP awards (expressed as dollar amounts) for each NEO were as follows:

  38. Short-Term Cash Incentive Compensation

    | | | Target | | | | | | Short-Term | Target | Actual | | | | Incentive | Short-Term | Short-Term | | | | Award | Incentive | Incentive | | | | (% of Base | Award | Award | | Named Executive Officer(1) | Title | Salary) | $ | $ | | Robert M. Lynch | President and Chief Executive Officer | 150% | 1,500,000 | 744,000 | | Ravi Thanawala | Chief Financial Officer | 75% | 195,283* | 96,860 | | Amanda Clark | Chief Operating Officer, International | 75% | 359,519 | 137,324 | | Caroline Miller Oyler | Chief Legal and Risk Officer, Corporate Secretary | 75% | 362,335 | 179,718 |

  39. Short-Term Cash Incentive Compensation

    | (1) Table reflects NEOs in position as of year-end on December 31, 2023. |

  40. Short-Term Cash Incentive Compensation

    | * Target award based on actual 2023 base salary paid. Mr. Thanawala’s target award is a pro-rated amount as he started mid-year. |

  41. Short-Term Cash Incentive Compensation

    Each NEO’s actual annual incentive award payment in the table above is determined by formula based on the Company’s achievement of the pre-established performance targets that are derived from the Board-approved annual budget and operating plan. By tying the targets to the budget and operating plan, we believe the plan rewards performance, and payments will generally correlate to our operating results in a given year. As discussed above, actual 2023 results for all metrics resulted in an MIP payout of 49.6% of target. In 2023, Amanda Clark participated in both the U.S.-based corporate MIP (70% of her target annual incentive payment) and our international MIP (30% of her target annual incentive payment). The international MIP has similar performance goals as the corporate MIP, except that the measures are applied to our international business. Based upon actual 2023 results for all metrics under both plans, Ms. Clark received a MIP plan payout of 34.9%. Since 2023 our MIP has included a qualitative ESG performance metric to incentivize and measure management’s success in implementing key ESG priorities, including in such areas as workforce training, animal welfare, community engagement, and environmental disclosures. This ESG metric was weighted at 6% of the target. The Compensation Committee determined that management delivered performance at the target level with respect to the ESG metric, based upon the achievement of pre-determined goals.

  42. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our long-term incentive awards for executive officers consists of time-based restricted stock (weighted 40%) and performance-based units (weighted 60%). The determination of the annual grant values is a function of a number of factors considered by the Compensation Committee, including market competitiveness, position within the organization, significance of the individual to the Company’s strategy and success, and the level of “total direct compensation” deemed to be appropriate for the NEO. In February 2023, our Compensation Committee approved the annual grant of time-based restricted stock and performance - based units to each NEO in accordance with our equity grant practices policy, with the effective date of grant on February 27, 2023, two business days after the release of our fourth- quarter and full-year 2022 earnings. Time-Based Restricted Stock. We awarded restricted stock in 2023 to provide long-term compensation to our NEOs, helping to build a culture of ownership. We believe restricted stock awards are a strong executive retention tool and align the interests of our executives with the interests of stockholders. The time-based restricted stock awards in 2023 have a three-year graded vesting schedule (i.e., one-third vests per year). Total Shareholder Return Plan and Awards. Since February 2019, the Compensation Committee has granted performance-based restricted stock units (“performance-based units”) under the Total Shareholder Return Plan (“TSRP”). We believe this plan best supports our long-term strategic and financial priorities. Description of TSRP The TSRP measures the TSR (which is generally the change in the trading price of a share of common stock plus dividends paid) on our common stock relative to the TSR of a group of publicly traded companies deemed comparable by the Compensation Committee (the “TSR Peer Group”) over a three-year performance period starting on the grant date (the “Performance Period”). The Performance Period for the 2023 TSRP is February 27, 2023, to January 31, 2026. As of the beginning of the Performance Period, participants are awarded performance-based units denominated in the number of shares earned if target performance is achieved (“Target TSR Shares”). The number of Target TSR Shares granted to the NEOs in 2023 were as follows: Mr. Lynch, 33,744 shares; Ms. Clark, 3,711 shares (including an additional pro-rated amount of 372 shares due to her appointment as COO, International); and Ms. Oyler, 3,374 shares. On August 7, 2023, Mr. Thanawala received 3,371 shares (pro-rated amount of annual award due to his appointment mid-year). If an executive is terminated without cause prior to the end of the Performance Period, the executive receives a pro rata payout based upon achievement of the award’s performance element, provided at least 12 months of service have been provided during the Performance Period. No dividends paid by the Company on its common stock during the Performance Period are paid to holders of Target TSR Shares during the Performance Period. Instead, dividends paid during the Performance Period will be deemed reinvested in additional share units on the ex-dividend date, and will be delivered only to the extent the underlying TSR Shares are earned. Target TSR Shares will vest and be converted into shares of our common stock at the end of the Performance Period if the TSR of our common stock is equal to the 55th percentile of the TSR of the companies in the TSR Peer Group. The actual number of TSR Shares that may be earned ranges from 0% to 150% of the Target TSR Shares according to the following table:

  43. Long-Term Incentive Compensation

    | PZZA Relative TSR vs. TSR Peer Group Companies | Percentage of Target TSR Shares Earned | | >= 80th Percentile | 150% | | 55th Percentile | 100% | | 25th Percentile | 33% | | < 25th Percentile | 0% |

  44. Long-Term Incentive Compensation

    If our relative TSR is below the 25th percentile of the TSR Peer Group, then no shares will be earned. Payout will be linearly interpolated for performance between the 25th and 55th percentiles, and for performance between the 55th and 80th percentiles. Notwithstanding the above, if the Company’s TSR for the Performance Period is negative, the maximum payout is capped at 100% of the Target TSR Shares. Individuals who are awarded Target TSR Shares are subject to the Company’s clawback provisions as well as certain restrictive covenants that survive the Performance Period. The TSR Peer Group The TSR Peer Group is comprised of 21 companies, listed below, and includes companies listed in the S&P 1500 Restaurants Sub-Industry GICS code. The TSR Peer Group represents a broader group outside our compensation peer group with which we compete for business and investment capital as well as executive talent:

  45. Long-Term Incentive Compensation

    | 2023 TSR PEER GROUP | | | | Bloomin Brands, Inc. | Dave & Buster's Entertainment | Shake Shack | | BJ's Restaurants, Inc. | Dine Brands Global, Inc. | Starbucks Corporation | | Brinker International, Inc. | Domino’s Pizza, Inc. | Texas Roadhouse, Inc. | | Chipotle Mexican Grill, Inc. | El Pollo Loco Holdings | The Cheesecake Factory, Inc. | | Chuy's Holdings | Jack in the Box Inc. | The Wendy’s Company | | Cracker Barrel Old Country Store, Inc. | McDonald's Corporation | Wingstop Inc. | | Darden Restaurants | Ruth's Hospitality Group | YUM! Brands, Inc. |

  46. Long-Term Incentive Compensation

    | (1) Fiesta Restaurant Group and Red Robin Gourmet Burgers, Inc., which were components of our TSR Peer Group in 2022, were removed from the S&P1500 Restaurants sub-index in 2023 and therefore were no longer component companies of our 2023 TSR Peer Group. |

  47. Long-Term Incentive Compensation

    2021 Performance-based Units. Performance-based units granted in 2021 were paid out at 92% of target as relative TSR over the period of 2021-2023 was at the 52nd percentile compared to the performance peers selected for the 2021 grant.

  48. 8. Compensation of Chief Executive Officer

    8. Compensation of Chief Executive Officer The Compensation Committee structured Mr. Lynch’s compensation to create alignment between our strategic goals and stockholder interests. In connection with his appointment as Chief Executive Officer, the Company entered into an employment agreement with Mr. Lynch on August 26, 2019 (the “Employment Agreement”). The Employment Agreement automatically renews for successive one-year terms unless either party elects not to renew by providing written notice to the other party at least 180 days prior to expiration. In 2023, most of Mr. Lynch’s total direct compensation package was performance-based, tied to specific performance objectives or our total shareholder return. Mr. Lynch’s annual base salary remained the same at $1,000,000 in 2023. His annual short-term cash incentive opportunity also remained the same at 150% of base salary. During the term of his Employment Agreement, base salary increases, and the amount, performance criteria and terms of bonus awards and equity awards are at the discretion of the Compensation Committee, although his short-term cash incentive follows the MIP as for the other NEOs. Mr. Lynch received an increase in his annual LTIP award in fiscal year 2023 under the Company’s LTIP program from a target grant-date fair value of $4.6 million to approximately $5 million, made in the same allocation of grant types as awarded to other executive officers of the Company, which was 60% performance-based units and 40% time-based restricted stock. Mr. Lynch resigned from his position as President and Chief Executive Officer effective March 20, 2024 to assume a chief executive officer role with another company. Mr. Lynch is expected to continue his service with the Company as a strategic advisor through April 30, 2024 to assist in the transition of his duties. Mr. Lynch did not receive any severance benefits in connection with his departure.

  49. 9. Compensation of Other NEOs

    9. Compensation of Other NEOs As described below, the Compensation Committee set the salary of Mr. Thanawala who joined the Company in 2023. The Compensation Committee also made certain compensation adjustments for promotions. New Executive Leadership and Appointments On July 24, 2023, the Company appointed Mr. Thanawala to serve as its Chief Financial Officer. The Compensation Committee approved an annual base salary of $600,000 for Mr. Thanawala, an annual cash incentive target under the MIP of 75% of base salary, and the value of his annual LTIP award of $1,000,000 commencing with the Company’s 2023 long term incentive program grant. In addition, Mr. Thanawala was granted sign-on compensation intended to partially replace the value of his equity awards and other compensation forfeited from his prior employer, consisting of (i) a $825,000 sign - on cash bonus, with 50% or $412,500 paid on his hire date and the balance to be paid on his one-year anniversary, which is subject to clawback provisions, and (ii) time-based restricted stock with a grant-date fair value of $1,750,000, granted on August 7, 2023, vesting in three equal annual installments beginning one year from the grant date. Mr. Thanawala also received $92,359 in relocation benefits in 2023, consistent with Company policy for executive officers. In March 2024, in connection with his appointment as interim Chief Executive Officer, the Compensation Committee of the Board has approved the following changes to Mr. Thanawala’s compensation, in each case for the period of time in which he serves in this position: (i) an increase of $130,000 in his annual base salary, and (ii) an increase in his target annual bonus opportunity to 125% of his base salary. Mr. Thanawala was also awarded a time-based restricted stock grant with a value of $400,000 that will vest on the second anniversary of the grant date, subject to his continued service with the Company. In September, Ms. Clark was appointed Chief Operating Officer, International, and her salary was increased to $550,000 and her annual LTIP award was increased from a target grant-date fair value of $550,000 to a target grant-date fair value of $700,000 on November 6, 2023 (to be pro-rated for 2023). In March 2023, Mr. Collins received a cash retention bonus of $50,000 and a one-time restricted stock award with a target grant-date fair value of $100,000 on May 7, 2023, in connection with his appointment as Interim Principal Financial and Accounting Officer for the Company. Management Transitions and Separation Arrangements See the Summary Compensation Table for the compensation paid to (1) Ann B. Gugino, former Chief Financial Officer, whose last day of employment with the Company was May 31, 2023, and (2) Chris Collins, who served as the Interim Principal Financial and Accounting Officer of the Company from Ms. Gugino’s departure from the Company until Mr. Thanawala’s appointment. Mr. Collins continues to serve as VP, Tax and Treasury. See “Change in Control and Termination Payments” for a description of payments received by Ms. Gugino in connection with her separation.

  50. 11. Other Compensation Policies and Programs

    11. Other Compensation Policies and Programs Clawback Policy Under the terms of the Company’s 2018 Omnibus Incentive Plan (the “Omnibus Plan”), the MIP and other agreements, the NEOs’ incentive compensation is subject to “clawback” if the Company is required to prepare an accounting restatement due to the material noncompliance by the Company, as a result of misconduct by the NEO, with any financial reporting requirement under the federal securities laws. In such circumstances, the NEO will be required to reimburse the Company the amount of any award earned or accrued during the period of 12 months following the first public issuance or filing of the financial document that contained information affected by such material noncompliance. In addition, if the Company is required to prepare an accounting restatement, grantees under the Omnibus Plan will be required to forfeit any awards based on the achievement of pre-established performance goals to the extent the restatement indicates the performance goals were not achieved. On December 1, 2023, the Company also adopted an executive compensation clawback policy that complies with the SEC’s and Nasdaq’s requirements for executive compensation recovery. Pursuant to the clawback policy, Company must recover incentive-based compensation (generally consisting of the annual MIP and performance-based units) from executive officers in the event the Company is required to prepare an accounting restatement due to material noncompliance of the Company with any financial reporting requirement under the securities laws (including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period). The clawback policy requires the Company to recover reasonably promptly the amount of incentive compensation received by executive officers that exceeds the incentive compensation that would have been received taking into account the accounting restatement, regardless of whether the restatement is due to any fault or misconduct on the part of the officer. Deferred Compensation and Retirement Benefits The Company maintains retirement and savings benefits for its executives and other employees. The NEOs were eligible to participate in the Company’s 401(k) Plan. The Company also maintained in 2023 a Nonqualified Deferred Compensation Plan (the “NQDCP”) for the NEOs and other employees who are Director-level or above. The NQDCP provides eligible participants an opportunity to defer all or part of their base salary and/or bonus compensation to a future date. Under the NQDCP, participants are able to choose from various investment crediting options consistent with those offered under the Company’s 401(k) Plan. There are currently 27 investment crediting options available under the NQDCP, including Company stock, which may be used to determine the rate of return to be credited on participant deferrals. Allowances and Other Benefits The NEOs are also eligible for disability and life insurance benefits under the plans available to salaried Company employees. The Company may also contract for the use of private aircraft to allow NEOs to travel for business purposes, particularly for reasons of safety and security and efficient use of travel time, subject to approval by the President and Chief Executive Officer. Severance and Change of Control Benefits The Compensation Committee believes that providing severance benefits to NEOs upon certain termination events or upon qualifying terminations following a change of control of the Company supports the following goals: (1) recruiting and retaining qualified executives; (2) clarifying terms of employment and reducing the risk of employment disputes; and (3) ensuring that post-employment obligations are met. The change of control benefits are structured to protect the interests of stockholders by including a “double-trigger” mechanism that results in a severance payout only when a change of control is consummated and the executive is terminated by the Company without cause or by the executive for good reason within 24 months following the change of control. Severance Pay Plan The Company has in place a Severance Pay Plan, as amended, that covers the severance benefits payable to the Company’s employees (including the NEOs) in connection with a qualifying termination (other than the Chief Executive Officer, whose severance benefits are set forth in his employment agreement with the Company). Under the Severance Pay Plan the NEOs and employees with the title of Senior Vice President or higher who are members of the Company’s Executive Leadership Team will receive a severance benefit in the event of termination without cause equivalent to 12 months of base salary, a pro-rata portion of MIP bonus based on period of service, 12 months of COBRA coverage continuation benefits, and six months of outplacement services. Change of Control Severance Benefits Under the Company’s Amended and Restated Change of Control Severance Plan, effective November 1, 2020 (the “Amended Plan”), the Company will pay certain severance benefits to the NEOs and other key executives in connection with a qualifying termination following a change of control of the Company (other than the Chief Executive Officer, whose change-of-control severance benefits are set forth in his employment agreement with the Company). Please see the “Change of Control and Termination Payments” section for a summary of the severance benefits payable to the NEOs under the applicable plans in the event of a change of control.

  51. 12. Continued Focus on our Long-Term Success

    12. Continued Focus on our Long-Term Success Stock ownership by our executive officers is a key component of our executive compensation philosophy. We believe that executive ownership of our stock demonstrates to investors that our executives have a significant stake in the Company and its future and mitigates risks associated with equity compensation programs. The ownership guidelines for our current NEOs are:

  52. 12. Continued Focus on our Long-Term Success

    | | Ownership Guideline | | Executive Officer | as a Multiple of Base Salary (x) | | Chief Executive Officer | 5.0x | | All other Executive Officers | 3.0x |

  53. 12. Continued Focus on our Long-Term Success

    NEOs have five years after becoming subject to the ownership requirement to achieve the ownership level. Our NEOs are subject to an additional equity holding requirement that applies when ownership requirements have not been met, in which case all equity acquired upon vesting of awards, net of taxes, must be held until the executive achieves the applicable ownership level. Ownership levels at any particular time are calculated based on the purchase price of shares owned or the actual price on the measurement date, whichever is higher. Sources of ownership for measurement purposes include:

  54. 12. Continued Focus on our Long-Term Success

    | ● | stock personally or otherwise beneficially owned directly or indirectly; |

  55. 12. Continued Focus on our Long-Term Success

    | ● | stock equivalent units held in our nonqualified deferred compensation plan; |

  56. 12. Continued Focus on our Long-Term Success

    | ● | stock held in a 401(k) account or other qualified retirement account, such as an IRA; and |

  57. 12. Continued Focus on our Long-Term Success

    | ● | unvested restricted stock (excluding performance-based units). |

  58. 12. Continued Focus on our Long-Term Success

    The Compensation Committee reviews the stock ownership guidelines on an annual basis. As of December 31, 2023, all current NEOs were in compliance with the equity holding requirement of the guideline and are on track to meet the ownership requirements, although not every NEO has reached the ownership requirements due to a lack of sufficient time served with the Company.

  59. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation paid or earned by the NEOs for each of the last three fiscal years during which the officer was a named executive officer.

  60. Summary Compensation Table

    | | | | | | | | Change | | | | | | | | | | | in Pension | | | | | | | | | | | Value and | | | | | | | | | | | Non-qualified | | | | | | | | | | Non-Equity | Deferred | | | | | | | | Stock | Option | Incentive Plan | Compensation | All Other | | | | | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | | Name and Principal Position | Year | ($) | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($) | ($)(5) | ($) | | Robert M. Lynch | 2023 | 1,019,231 | — | 4,999,865 | — | 744,000 | — | 17,030 | 6,780,126 | | President and Chief Executive Officer | 2022 | 982,692 | — | 4,600,046 | — | — | — | 52,323 | 5,635,061 | | | 2021 | 900,000 | — | 3,999,979 | — | 2,340,000 | — | — | 7,239,979 | | Ravi Thanawala | 2023 | 265,385 | 412,500 | 2,250,067 | — | 96,860 | — | 96,513 | 3,121,325 | | Chief Financial Officer | | | | | | | | | | | Amanda Clark | 2023 | 536,539 | — | 594,921 | — | 137,324 | — | — | 1,268,784 | | Chief Operating Officer, International | 2022 | 479,231 | — | 470,091 | — | — | — | — | 949,322 | | | 2021 | 428,461 | — | 349,968 | — | 642,692 | — | 11,658 | 1,432,779 | | Caroline Miller Oyler | 2023 | 492,404 | — | 499,968 | — | 179,718 | — | 13,312 | 1,185,402 | | Chief Legal and Risk Officer, Corporate Secretary | 2022 | 470,673 | — | 425,111 | — | — | — | 12,200 | 907,984 | | | 2021 | 448,116 | — | 374,999 | — | 672,173 | — | 11,658 | 1,506,946 | | Christopher K. Collins | 2023 | 300,932 | 50,000 | 199,975 | — | 63,041 | — | 13,200 | 627,148 | | Former Interim Principal Financial and Accounting Officer; | | | | | | | | | | | current VP, Tax and Treasury | | | | | | | | | | | Ann B. Gugino | 2023 | 247,731 | — | 764,956 | — | 89,731 | — | 355,154 | 1,457,572 | | Former Chief Financial Officer | 2022 | 566,539 | — | 1,015,079 | — | — | — | — | 1,581,618 | | | 2021 | 550,000 | — | 739,914 | — | 825,000 | — | 29,618 | 2,144,532 |

  61. Summary Compensation Table

    | (1) Amounts in this column represent (a) for Mr. Thanawala, sign-on compensation consisting of the first of two installments of a $825,000 sign-on cash bonus, $412,500 paid on July 24, 2023 (with the second $412,500 to be paid on July 24, 2024), which is subject to certain clawback provisions; and (b) for Mr. Collins, a cash retention award of $50,000, paid on July 23, 2023. |

  62. Summary Compensation Table

    | (2) Amounts in this column reflect the aggregate grant date fair value for each respective fiscal year related to both time-based restricted stock and performance-based units granted in 2023, 2022, and 2021. All fair values were computed in accordance with the applicable Accounting Standards Codification (ASC) Stock Compensation topic. Assumptions used in the calculation of these amounts are included in Footnote 20 to the Company’s audited financial statements for the fiscal year ended December 31, 2023, Footnote 20 to the Company’s audited financial statements for the fiscal year ended December 25, 2022, and Footnote 20 to the Company’s audited financial statements for the fiscal year ended December 26, 2021, included in the Company’s respective Annual Reports on Form 10 - K. For 2023, the grant-date fair values of the performance-based units based on the maximum outcome of the performance conditions, assuming a 150% payout of the relative TSR performance metric, are as follows: $2,999,842 for Mr. Lynch, $299,985 for Mr. Thanawala, $329,908 for Ms. Clark, $299,949 for Ms. Oyler, $34,938 for Mr. Collins, and $458,902 for Ms. Gugino. In addition, the amounts in this column for 2023 include promotion compensation granted to Ms. Clark on November 6, 2023, consisting of (a) performance-based units based on the probable outcome of performance conditions at 100% at the grant date resulting in a value of $26,933, and (b) restricted stock with grant date fair values of $18,060. The grant-date fair value of the promotion-related performance-based units granted to Ms. Clark, assuming maximum 150% payout of the relative TSR performance metric is $40,400. |

  63. Summary Compensation Table

    | (3) The Company has not awarded stock option awards as compensation since 2019. |

  64. Summary Compensation Table

    | (4) Amounts in this column reflect payments earned by each NEO pursuant to our Management Incentive Plan, or MIP, based on applicable corporate performance metrics. |

  65. Summary Compensation Table

    | (5) Amounts in this column for 2023 are set out in the table below: |

  66. Summary Compensation Table

    | | Company Matching | Aircraft Usage | | | | | Contributions to Deferred | & Travel | Lump Sum | Severance | | Name | Compensation Plan ($) | Reimbursement* | Relocation ($) | Payments ($) | | Robert M. Lynch | — | 17,030 | — | — | | Ravi Thanawala | 4,154 | — | 92,359 | — | | Amanda Clark | — | — | — | | | Caroline Miller Oyler | 13,200 | — | — | — | | Christopher K. Collins | 13,200 | — | — | — | | Ann Gugino | — | — | — | 355,154 |

  67. Summary Compensation Table

    *Amounts reported under "Aircraft Usage & Travel Reimbursement" reflect costs for chartered private commercial airplane usage by Mr. Lynch for personal trips that required efficient use of his travel time.

  68. Grants of Plan - Based Awards

    Grants of Plan - Based Awards The following table presents information with respect to the grants of plan - based awards made by the Company to each of the NEOs during the fiscal year ended December 31, 2023.

  69. Grants of Plan - Based Awards

    | | | | | | | | | | All Other | | | | | | | | | | | | | Stock | | Grant | | | | Date of | | | | | | | Awards: | | Date Fair | | | | Compensation | Estimated Future Payouts | | | Estimated Future Payouts | | | Number | | Value of | | | | Committee | Under Non-Equity Incentive Plan | | | Under Equity Incentive Plan | | | of Shares | | Stock and | | | | Meeting at | Awards(1) | | | Awards(2) | | | of Stock or | | Option | | | | Which Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | | Awards | | Name | Grant Date | Was Approved | ($) | ($) | ($) | (#) | (#) | (#) | (#)(3) | | ($)(4) | | Robert M. Lynch | | — | — | 1,500,000 | 3,000,000 | — | — | — | — | | — | | | 2/27/2023 | 2/15/2023 | — | — | — | 11,248 | 33,744 | 50,616 | — | | 2,999,842 | | | 2/27/2023 | 2/15/2023 | — | — | — | — | — | — | 23,898 | (i) | 2,000,024 | | Ravi Thanawala | | — | — | 195,283 | 390,566 | — | — | — | — | | — | | | 8/7/2023 | 7/24/2023 | — | — | — | 1,124 | 3,371 | 5,057 | — | | 299,985 | | | 8/7/2023 | 7/24/2023 | — | — | — | — | — | — | 20,891 | (ii) | 1,750,039 | | | 8/7/2023 | 7/24/2023 | — | — | — | — | — | — | 2,388 | (ii) | 200,043 | | Amanda Clark | | — | — | 395,519 | 791,038 | — | — | — | — | | — | | | 2/27/2023 | 2/15/2023 | — | — | — | 1,237 | 3,711 | 5,567 | — | | 329,908 | | | 11/6/2023 | 10/23/2023 | — | — | — | 124 | 372 | 558 | — | | 26,933 | | | 2/27/2023 | 2/15/2023 | — | — | — | — | — | — | 2,629 | (i) | 220,021 | | | 11/6/2023 | 10/23/2023 | — | — | — | — | — | — | 265 | (iii) | 18,060 | | Caroline Miller Oyler | | — | — | 362,335 | 724,670 | — | — | — | — | | — | | | 2/27/2023 | 2/15/2023 | — | — | — | 1,125 | 3,374 | 5,061 | — | | 299,949 | | | 2/27/2023 | 2/15/2023 | — | — | — | — | — | — | 2,390 | (i) | 200,019 | | Christopher K. Collins | | — | — | 127,099 | 254,198 | — | — | — | — | | — | | | 2/27/2023 | 2/15/2023 | — | — | — | 131 | 393 | 590 | — | | 34,938 | | | 2/27/2023 | 2/15/2023 | — | — | — | — | — | — | 777 | (i) | 65,027 | | | 5/8/2023 | 4/24/2023 | — | — | — | — | — | — | 1,283 | (iv) | 100,010 | | Ann B. Gugino | | — | — | 180,910 | 361,819 | — | — | — | — | | — | | | 2/27/2023 | 2/15/2023 | — | — | — | 1,721 | 5,162 | 7,743 | — | | 458,902 | | | 2/27/2023 | 2/15/2023 | — | — | — | — | — | — | 3,657 | (i) | 306,054 |

  70. Grants of Plan - Based Awards

    | (1) Amounts in these columns represent plan awards pursuant to our annual MIP, for the fiscal year ended December 31, 2023. For the actual amounts paid to the NEOs pursuant to the MIP during 2023, see the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. |

  71. Grants of Plan - Based Awards

    | (2) Amounts in this column represent grants of performance-based units. The 2023 performance-based units vesting date is February 27, 2026, subject to the Company’s relative TSR performance based on the TSR Peer Group. The 2023 performance-based units have a maximum payout of 150%. |

  72. Grants of Plan - Based Awards

    | (3) Amounts in this column represent grants of time - based restricted stock. At the time the Company pays dividends to holders of its common stock, recipients of time - based restricted stock also receive dividends on the unvested and outstanding shares. The 2023 restricted stock grant vesting dates are indicated as follows: |

  73. Grants of Plan - Based Awards

    | (i) one-third on each of February 27, 2024, 2025, and 2026; |

  74. Grants of Plan - Based Awards

    | (ii) one-third on each of August 7, 2024, 2025, and 2026; |

  75. Grants of Plan - Based Awards

    | (iii) | one-third on each of November 6, 2024, 2025, and 2026; and |

  76. Grants of Plan - Based Awards

    | (iv) one-third on each of May 8, 2024, 2025 and 2026. |

  77. Grants of Plan - Based Awards

    | (4) Amounts in this column represent the full grant date fair value of each time - based restricted stock award and performance-based unit, as computed in accordance with the ASC Stock Compensation topic. Full grant date fair value and vesting details are as follows: |

  78. Grants of Plan - Based Awards

    | | | Full Grant Date | | | | | Fair Value | | | Equity Type | Grant Date | per Share ($) | Vesting | | Time-Based Restricted Stock | 2/27/2023 | 83.69 | 3-year graded | | | 5/8/2023 | 77.95 | 3-year graded | | | 8/7/2023 | 83.77 | 3-year graded | | | 11/6/2023 | 68.15 | 3-year graded | | Performance-based Units | 2/27/2023 | 88.90 | 3-year cliff | | | 5/8/2023 | 82.81 | 3-year cliff | | | 8/7/2023 | 88.99 | 3-year cliff | | | 11/6/2023 | 72.40 | 3-year cliff |

  79. Grants of Plan - Based Awards

    Assumptions used in the calculation of these amounts are included in Footnote 20 to the Company’s audited financial statements for the fiscal year ended December 31, 2023, included in the Company’s Annual Report on Form 10 - K.

  80. Outstanding Equity Awards at Fiscal Year - End

    Outstanding Equity Awards at Fiscal Year - End The following table sets forth information with respect to the outstanding equity awards at 2023 fiscal year - end for the NEOs.

  81. Outstanding Equity Awards at Fiscal Year - End

    | | Option Awards | | | | Stock Awards | | | | | | | | | | | | | | | | | Equity | | | | | | | | | | Equity | | Incentive Plan Awards: | | | | | | | Number of | | Market Value of | Incentive Plan Awards: | | Market or Payout | | | Number of Securities | | | | Shares or | | Shares or | Number of Unearned | | Value of Unearned | | | Underlying Unexercised | | Option | | Units of Stock | | Units of Stock | Shares, Units or Other | | Shares, Units or Other | | | Options | | Exercise | Option | That | | That | Rights That Have Not | | Rights That Have Not | | | Exercisable | Unexercisable | Price | Expiration | Have Not Vested | | Have Not Vested | Vested | | Vested | | Name | (#) | (#) | ($) | Date | (#)(1) | | ($)(2) | (#)(1)(3) | | ($)(2) | | Robert M. Lynch | — | — | — | — | 23,898 | (i) | 1,821,745 | — | | — | | | — | — | — | — | 11,484 | (ii) | 875,425 | — | | — | | | — | — | — | — | 5,687 | (iii) | 433,520 | — | | — | | | — | — | — | — | — | | — | 33,744 | (x) | 2,572,305 | | | — | — | — | — | — | | — | 23,709 | (xi) | 1,807,337 | | | — | — | — | — | — | | — | 23,366 | (iii) | 1,781,190 | | Ravi Thanawala | — | — | — | — | 23,279 | (iv) | 1,774,558 | — | | — | | | — | — | — | — | — | | — | 3,371 | (x) | 256,971 | | Amanda Clark | — | — | — | — | 265 | (v) | 20,201 | — | | — | | | — | — | — | — | 2,629 | (i) | 200,409 | — | | — | | | — | — | — | — | 224 | (vi) | 17,076 | — | | — | | | — | — | — | — | 999 | (ii) | 76,154 | — | | — | | | — | — | — | — | 498 | (iii) | 37,963 | — | | — | | | — | — | — | — | — | | — | 372 | (x) | 28,358 | | | — | — | — | — | — | | — | 3,711 | (x) | 282,890 | | | — | — | — | — | — | | — | 461 | (xi) | 35,142 | | | — | — | — | — | — | | — | 2,062 | (xi) | 157,186 | | | — | — | — | — | — | | — | 2,044 | (iii) | 155,814 | | Caroline Miller Oyler | 8,091 | — | 43.71 | 2/28/2029 | — | | — | — | | — | | | 1,618 | — | 55.40 | 11/8/2028 | — | | — | — | | — | | | 1,028 | — | 56.69 | 5/10/2028 | — | | — | — | | — | | | 9,560 | — | 60.04 | 3/1/2028 | — | | — | — | | — | | | 4,905 | — | 78.77 | 2/23/2027 | — | | — | — | | — | | | 6,920 | — | 59.03 | 2/25/2026 | — | | — | — | | — | | | 1,514 | — | 72.51 | 8/6/2025 | — | | — | — | | — | | | 4,144 | — | 63.92 | 2/26/2025 | — | | — | — | | — | | | — | — | — | — | 2,390 | (i) | 182,190 | — | | — | | | — | — | — | — | 1,062 | (ii) | 80,956 | — | | — | | | — | — | — | — | 534 | (iii) | 40,707 | — | | — | | | — | — | — | — | — | | — | 3,374 | (x) | 257,200 | | | — | — | — | — | — | | — | 2,191 | (xi) | 167,020 | | | — | — | — | — | — | | — | 2,190 | (iii) | 166,944 | | Christopher K. Collins | — | — | — | — | 1,283 | (vii) | 97,803 | — | | — | | | — | — | — | — | 777 | (i) | 59,231 | — | | — | | | — | — | — | — | 877 | (viii) | 66,854 | — | | — | | | — | — | — | — | 406 | (ii) | 30,949 | — | | — | | | — | — | — | — | 398 | (ix) | 30,340 | — | | — | | | — | — | — | — | — | | — | 393 | (x) | 29,958 | | | — | — | — | — | — | | — | 301 | (xi) | 22,945 | | | — | — | — | — | — | | — | 169 | (iii) | 12,883 | | Ann B. Gugino | — | — | — | — | — | | — | 1,633 | (xi) | 124,484 | | | — | — | — | — | — | | — | 3,294 | (iii) | 251,102 |

  82. Outstanding Equity Awards at Fiscal Year - End

    | (1) The vesting schedule is as follows: |

  83. Outstanding Equity Awards at Fiscal Year - End

    | (i) one-third of the shares on each of February 27, 2024, 2025, and 2026; |

  84. Outstanding Equity Awards at Fiscal Year - End

    | (ii) one-half of the shares on each of February 28, 2024, and 2025; |

  85. Outstanding Equity Awards at Fiscal Year - End

    | (iii) | all shares on March 1, 2024; |

  86. Outstanding Equity Awards at Fiscal Year - End

    | (iv) one-third of the shares on each of August 7, 2024, 2025, and 2026; |

  87. Outstanding Equity Awards at Fiscal Year - End

    | (v) one-third of the shares on each of November 6, 2024, 2025, and 2026; |

  88. Outstanding Equity Awards at Fiscal Year - End

    | (vi) one-half of the shares on each of May 9, 2024, and 2025; |

  89. Outstanding Equity Awards at Fiscal Year - End

    | (vii) | one-third of the shares on each of May 8, 2024, 2025, and 2026; |

  90. Outstanding Equity Awards at Fiscal Year - End

    | (viii) | one-half of the shares on each of November 7, 2024, and 2025; |

  91. Outstanding Equity Awards at Fiscal Year - End

    | (ix) all shares on August 9, 2024; |

  92. Outstanding Equity Awards at Fiscal Year - End

    | (x) all shares on February 27, 2026; and |

  93. Outstanding Equity Awards at Fiscal Year - End

    | (xi) all shares on February 28, 2025. |

  94. Outstanding Equity Awards at Fiscal Year - End

    | (2) Value determined by multiplying the number of shares or units by the closing price of our common stock at 2023 fiscal year-end, $76.23. |

  95. Outstanding Equity Awards at Fiscal Year - End

    | (3) In 2021, 2022 and 2023 we granted performance-based units to each of our then-named executive officers. The performance-based units vest subject to achievement of performance targets measured at the end of the three-year period ending January 31, 2024 for the 2021 grant, January 31, 2025 for the 2022 grant, and January 31, 2026 for the 2023 grant. The value of the 2022 and 2023 performance-based units in the table above is based on performance at 100% of target and the closing price of our common stock as of 2023 fiscal year-end (December 31, 2023). Due to the contingent and uncertain nature of the ultimate performance of the Company for the 2022 and 2023 performance-based units over the three-year performance period ending at January 31, 2025, and January 31, 2026, respectively, the ultimate value of the 2022 and 2023 performance-based units at the end of the performance period is not determinable at this time and the amounts presented in this Proxy Statement for the performance-based units are estimates based on the assumptions noted. The value of the 2021 performance-based units is based on the actual performance results at December 31, 2023 of 83.3%, and is $1,483,731 for Mr. Lynch, $129,793 for Ms. Clark, $139,064 for Ms. Oyler, $221,550 for Ms. Gugino, and $10,731 for Mr. Collins. |

  96. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information with respect to stock options exercised and stock vesting by the NEOs during the 2023 fiscal year.

  97. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | | Number of | Value | Number of | Value | | | Shares | Realized | Shares | Realized | | | Acquired | on Exercise | Acquired | on Vesting | | Name | on Exercise | ($)(1) | on Vesting | ($)(2) | | Robert M. Lynch | — | — | 58,144 | 4,892,620 | | Ravi Thanawala | — | — | — | — | | Amanda Clark | — | — | 5,914 | 496,791 | | Caroline Miller Oyler | — | — | 6,208 | 522,233 | | Christopher K. Collins | — | — | 1,039 | 79,049 | | Ann B. Gugino | — | — | 3,004 | 248,159 |

  98. Option Exercises and Stock Vested

    | (1) Value realized on exercise calculated based on the difference between the closing price of our common stock on the date of exercise and the option exercise price, multiplied by the number of shares exercised. |

  99. Option Exercises and Stock Vested

    | (2) Value determined by multiplying the number of vested shares by the closing price of our common stock on the vesting date. |

  100. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  101. Nonqualified Deferred Compensation

    | | | | | | Aggregate | | | Executive | Registrant | Aggregate | Aggregate | Balance at Last | | | Contributions | Contributions | Earnings in | Withdrawals/ | Fiscal Year | | | in Last Fiscal | in Last Fiscal | Last Fiscal | Distributions | End | | Name | Year ($)(1) | Year ($) | Year ($) | ($) | ($)(2) | | Robert M. Lynch | — | — | — | — | — | | Ravi Thanawala | — | — | — | — | — | | Amanda Clark | — | — | 5,780 | — | 89,674 | | Caroline Miller Oyler | 29,521 | — | 134,105 | — | 947,612 | | Christopher K. Collins | — | — | — | — | — | | Ann B. Gugino | — | — | — | — | — |

  102. Nonqualified Deferred Compensation

    | (1) Amounts in this column represent amounts disclosed in the Summary Compensation Table above, as follows: (i) for Ms. Oyler, $29,521 of salary. |

  103. Nonqualified Deferred Compensation

    | (2) Amounts in this column, other than earnings on deferred compensation, have all been previously disclosed in Summary Compensation Tables in our prior proxy statements (to the extent the NEO was a named executive officer in prior proxy statements) or in Note (1) above. |

  104. Nonqualified Deferred Compensation

    Eligibility for participation in the nonqualified deferred compensation plan is limited to a select group of management being Director-level or above, including our NEOs. Participants can defer up to 100% of their base salary and up to 100% of their short - term incentive award payments into the nonqualified deferred compensation plan each plan year. For benchmarking purposes, the plan provides that participant accounts are deemed to be invested in one or more mutual funds or our common stock. Participants may direct the investment of their accounts among the options made available under the plan, and can change their investment options (except our common stock) on any business day. Elections of deferral amounts may be changed once per calendar year, generally in December, and such changes are effective for compensation earned in the following year. We pay certain administrative costs of the plan.

  105. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The SEC-defined “Compensation Actually Paid” data set forth in the table below does not reflect amounts actually realized by our NEOs.

  106. Pay Versus Performance Disclosure

    | | | | | | Value of Initial | | | | | | | | Average | | Fixed $100 | | | | | | | | Summary | Average | Investment Based | | | | | | Summary | Compensation | Compensation | Compensation | On: (4) | | | | | | Compensation | Actually | Table Total for | Actually Paid | | Peer | | Post-MIP | | | Table Total for | Paid to | Non-PEO | to Non-PEO | | Group | Net | Operating | | | PEO(1) | PEO(1)(2)(3) | NEOs(1) | NEOs(1)(2)(3) | TSR | TSR | Income | Income(5) | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($MM) | ($MM) | | 2023 | 6,780,126 | 3,238,710 | 1,532,046 | 909,952 | 125.69 | 122.94 | 82.8 | 150.2 | | 2022 | 5,635,061 | (1,661,259) | 1,252,937 | 327,652 | 135.34 | 117.68 | 69.3 | 155.9 | | 2021 | 7,239,979 | 14,304,977 | 1,790,153 | 2,875,770 | 210.18 | 131.82 | 125.0 | 176.4 | | 2020 | 6,378,193 | 9,125,521 | 1,498,433 | 1,813,687 | 137.38 | 117.18 | 60.6 | 122.8 |

  107. Pay Versus Performance Disclosure

    | (1) Robert M. Lynch was our PEO for each year presented. The Non-PEO NEOs for whom the average compensation is presented in this table are: for 2023, Ravi Thanawala, Amanda Clark, Caroline Miller Oyler, Christopher K. Collins and Ann Gugino; for 2022, Ann B. Gugino, C. Max Wetzel, Caroline Miller Oyler, and Amanda M. Clark; for 2021, Ann B. Gugino, C. Max Wetzel, Marvin Boakye, Caroline Miller Oyler, and James A. Norberg; and for 2020, Ann B. Gugino, C. Max Wetzel, Amanda M. Clark, James A. Norberg, Steven R. Coke, and Joseph H. Smith. |

  108. Pay Versus Performance Disclosure

    | (2) The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K. These amounts reflect the Summary Compensation Table total for each year, with certain adjustments as described in Footnote 3 below. |

  109. Pay Versus Performance Disclosure

    | (3) Compensation Actually Paid reflects the exclusions and inclusions for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. |

  110. Pay Versus Performance Disclosure

    | | Summary | Exclusion of Stock | | Compensation | | | Compensation Table | Awards for | Inclusion of Equity | Actually Paid to | | | Total for Mr. Lynch | Mr. Lynch | Values for Mr. Lynch | Mr. Lynch | | Year | ($) | ($) | ($) | ($) | | 2023 | 6,780,126 | (4,999,865) | 1,458,449 | 3,238,710 | | 2022 | 5,635,061 | (4,600,046) | (2,696,274) | (1,661,259) | | 2021 | 7,239,979 | (3,999,979) | 11,064,977 | 14,304,977 | | 2020 | 6,378,193 | (3,400,100) | 6,147,428 | 9,125,521 |

  111. Pay Versus Performance Disclosure

    | | Average Summary | | | Average | | | Compensation Table | Average Exclusion of | Average Inclusion | Compensation | | | Total for Non-PEO | Stock Awards for | of Equity Values | Actually Paid to Non- | | | NEOs | Non-PEO NEOs | for Non-PEO NEOs | PEO NEOs | | Year | ($) | ($) | ($) | ($) | | 2023 | 1,532,046 | (861,977) | 239,884 | 909,952 | | 2022 | 1,252,937 | (712,604) | (212,681) | 327,652 | | 2021 | 1,790,153 | (536,506) | 1,622,123 | 2,875,770 | | 2020 | 1,498,433 | (588,084) | 903,338 | 1,813,687 |

  112. Pay Versus Performance Disclosure

    The figures in the Inclusion of Equity Values columns above are derived from the dollar values set forth in the following tables.

  113. Pay Versus Performance Disclosure

    | | Year-End Fair | Change in | | Change in Fair | | | | | | Value of Equity | Fair Value | | Value from | | Value of | | | | Awards | from Last | | Last Day of | | Dividends or | | | | Granted | Day of Prior | | Prior Year to | Fair Value at | Other | | | | During Year | Year to Last | Vesting-Date Fair | Vesting Date | Last Day of | Earnings Paid | | | | That Remained | Day of Year | Value of Equity | of Unvested | Prior Year of | on Equity | Total | | | Unvested as of | of Unvested | Awards Granted | Equity Awards | Equity Awards | Awards Not | Inclusion of | | | Last Day of | Equity | During Year that | that Vested | Forfeited | Otherwise | Equity | | | Year for | Awards for | Vested During | During Year | During Year | Included for | Values for | | | Mr. Lynch | Mr. Lynch | Year for Mr. Lynch | for Mr. Lynch | for Mr. Lynch | Mr. Lynch | Mr. Lynch | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | 4,074,631 | (2,077,906) | — | (538,277) | — | — | 1,458,449 | | 2022 | 3,243,035 | (5,380,606) | — | (558,703) | — | — | (2,696,274) | | 2021 | 6,376,419 | 3,800,601 | — | 887,958 | — | — | 11,064,977 | | 2020 | 5,490,832 | 656,596 | — | — | — | — | 6,147,428 |

  114. Pay Versus Performance Disclosure

    | | | | | Average | | | | | | Average Year | Average | | Change in Fair | | | | | | End Fair Value | Change in Fair | Average | Value from | | | | | | of Equity | Value from | Vesting-Date | Last Day of | Average Fair | Average Value | | | | Awards | Last Day of | Fair Value of | Prior Year to | Value at Last | of Dividends | | | | Granted | Prior Year to | Equity Awards | Vesting Date | Day of Prior | or Other | | | | During Year | Last Day of | Granted | of Unvested | Year of Equity | Earnings Paid | | | | that Remained | Year of | During Year | Equity Awards | Awards | on Equity | Total Average | | | Unvested as of | Unvested | that Vested | that Vested | Forfeited | Awards Not | Inclusion of | | | Last Day of | Equity Awards | During Year | During Year | During Year | Otherwise | Equity Values | | | Year for Non- | for Non-PEO | for Non-PEO | for Non-PEO | for Non-PEO | Included for | for Non-PEO | | | PEO NEOs | NEOs | NEOs | NEOs | NEOs | Non- PEO NEOs | NEOs | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | 620,183 | (124,443) | — | (25,152) | (230,704) | — | 239,884 | | 2022 | 524,251 | (542,889) | — | (194,044) | — | — | (212,681) | | 2021 | 846,493 | 676,199 | — | 99,431 | — | — | 1,622,123 | | 2020 | 713,465 | 124,644 | — | 65,228 | — | — | 903,338 |

  115. Pay Versus Performance Disclosure

    For the equity values included in the above tables, the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.

  116. Pay Versus Performance Disclosure

    | (4) The Peer Group TSR set forth in this table utilizes the group of U.S. companies listed on NASDAQ with standard industry classification codes of: Eating and Drinking (SIC 5800-5899) (the “Peer Group TSR”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 29, 2019, through the end of the listed year, in the Company and the Peer Group TSR, respectively. All dollar values assume reinvestment of the pre-tax value of dividends paid by companies, where applicable. Historical stock performance is not necessarily indicative of future stock performance. |

  117. Pay Versus Performance Disclosure

    | (5) See Annex A to this Proxy Statement for a reconciliation of non-GAAP financial measures to our results as reported under GAAP. This performance measure may not have been the most important financial performance measure for fiscal years 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  118. Pay Versus Performance Disclosure

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the three most recently completed fiscal years, and the cumulative TSR for the NASDAQ Stocks – Eating and Drinking Index over the same period. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the three most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Post-MIP Operating Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Post-MIP Operating Income during the four most recently completed fiscal years. Tabular List of Most Important Financial and Non-Financial Performance Measures The following table presents the financial and non-financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for fiscal 2023 to Company performance. The measures in this table are not ranked. Descriptions of these measures, and the manner in which these measures determine the amounts of incentive compensation paid to our NEOs is described above in the “Compensation Discussion and Analysis” section of this Proxy Statement.

  119. Pay Versus Performance Disclosure

    | Post-MIP Operating Income Global Net Development (New Store Openings – Store Closings) Comparative Same-Store Sales Growth Relative Total Shareholder Return | | 2023 MIP ESG Metric |

  120. CEO Pay Ratio

    CEO Pay Ratio As required by SEC rules, we are providing the following information about the relationship of the annual total compensation of our median compensated employee and the annual total compensation of Mr. Lynch, our President and Chief Executive Officer in 2023. For the fiscal year ending December 31, 2023, our last completed fiscal year:

  121. CEO Pay Ratio

    | ● | The annual total compensation of the median compensation of all full-time, part-time, seasonal, and temporary employees of the Company (other than our CEO) was $13,650.25. |

  122. CEO Pay Ratio

    | ● | The annualized total compensation of our CEO, as reported in the Summary Compensation Table of this Proxy Statement, was $6,780,126. |

  123. CEO Pay Ratio

    As a result, for fiscal 2023, the ratio of the annual total compensation of Mr. Lynch, our CEO, to the annual total compensation of the median compensation of all employees was 497 to 1. Neither the Compensation Committee nor management of the Company uses the pay ratio measure in making compensation decisions. To identify the median employee as of December 31, 2023, we used total cash compensation paid in 2023 as reported to the Internal Revenue Service on Form W - 2, which includes base salary for salaried employees, base hourly compensation and overtime for hourly permanent employees, and any cash incentive compensation. We included all full-time and part - time employees and annualized the employees’ base salary or base wages to reflect their compensation for 2023. We believe the use of base wages or base salary for all employees is a consistently applied compensation measure. Based on total cash compensation, our median employee was identified as an hourly restaurant team member who worked for approximately three months during 2023. As of our fiscal year-end, our U.S workforce used for determining the pay ratio was estimated to be 28,002 employees. As permitted by the de minimis exception under applicable SEC rules, we excluded all of our non-United States based employees, as they represented less than five percent of our total workforce. The excluded employees are located in the following countries: Canada (17 employees), China (three employees), Mexico (one employee), South Korea (two employees) and United Kingdom (1,321 employees). In total, we excluded 1,344 international employees or approximately 4.6% of our total workforce from the identification of the median employee as permitted by SEC rules. We believe our pay ratio is a reasonable estimate calculated in a manner consistent with applicable SEC rules, based on our employment and payroll records and the methodology described above. The SEC rules governing pay ratio disclosure allow companies to apply numerous different methodologies, exclusions and reasonable assumptions, adjustments and estimates that reflect their compensation practices. For that reason, the pay ratio reported above should not be used as a basis for comparison between companies, as other companies may have different employment and compensation practices and may use various methodologies, exclusions, assumptions, adjustments and estimates in calculating their own pay ratios.

  124. Director Compensation

    Director Compensation We pay four primary components of compensation to our non - management directors: an annual cash retainer, committee retainer, committee chair retainer, and equity awards. Board members may from time to time receive fees for service on ad hoc committees. In April 2023, the Compensation Committee undertook an analysis of the Company’s compensation program for non-management directors, and with the advice of the Committee’s Compensation Consultant, FW Cook, the Compensation Committee recommended to the Board the following cash increases: Audit Chair - $5,000, Compensation Chair - $3,000, Corporate Governance & Nominating Chair - $3,000, Corporate Governance & Nominating members - $2,000, and the Board Chair fee - $5,000. The Compensation Committee also recommended an additional $10,000 equity award for the Board Chair. The Board approved these increases to non-management director compensation in the second quarter of 2023. No other changes were made to the director compensation program from the prior year. Director equity awards consist of deferred stock units that vest one year from grant, with pro rata vesting if the director departs the Board prior to the vesting date. The deferred stock units earn dividend equivalent rights on a reinvestment basis that will pay out in shares of our common stock, along with the full award, at the end of service on the Board. Within five years of their election to the Board, all non - management directors are required to hold five times the current annual cash retainer for board service of $75,000, or $375,000, in our common stock, and all have attained the required ownership level or are in compliance with the phased - in ownership requirement of the policy. Members of Company management who also serve as members of the Board of Directors are not eligible for compensation for their service in their capacity as director. The following table sets forth the types and amounts of compensation paid to our non - management directors:

  125. Director Compensation

    | | Retainer ($) | | Annual retainer for service on the Board | 75,000 | | Additional annual retainers: | | | for independent Board chair | 55,000 | | for Audit Committee chair | 25,000 | | for Compensation Committee chair | 15,000 | | for Corporate Governance and Nominating Committee chair | 15,000 | | for Audit Committee members | 20,000 | | for Compensation Committee members | 12,000 | | for Corporate Governance and Nominating Committee members | 12,000 | | for Committee of Independent Directors members | * |

  126. Director Compensation

    | * In early 2023, the Board appointed a Committee of Independent Directors consisting of Mr. Coleman, Ms. Koellner and Ms. Medina to evaluate a potential transaction with certain funds affiliated with, or managed by, Starboard Value LP. Committee of Independent Directors members were paid a monthly retainer of $10,000 in cash in recognition of the additional time and effort required of the members of the committee, and Mr. Coleman, the chair of the Committee of Independent Directors, also received an additional monthly retainer of $5,000. The Committee of Independent Directors was dissolved in April 2023 after the completion of its work. |

  127. Director Compensation

    Annual Equity Grant:(1)

  128. Director Compensation

    | | Equity Grant Value ($) | | Independent Board Chair | 210,000 | | Standard | 125,000 |

  129. Director Compensation

    | (1) The 2023 annual equity grants, awarded in deferred stock units, have a one-year vesting, with pro rata vesting if the director departs the Board prior to the vesting date. Awards will be settled in stock at the end of service on the Board. The equity grant award level is determined annually by the Board of Directors on the recommendation of the Compensation Committee. The equity grant value was established for one year of service commencing at the director’s election at the Annual Meeting. |

  130. Director Compensation

    Non - management directors also receive reimbursement for reasonable out - of - pocket expenses incurred in connection with their Board or committee service, including director education. The following table sets forth the compensation paid to directors during 2023:

  131. Director Compensation

    | | | | Change in Pension | | | | | Deferred | Value and Nonqualified | | | | Fees Earned or | Stock Unit | Deferred Compensation | | | Name | Paid in Cash ($) | Awards ($)(1) | Earnings ($) | Total ($) | | Christopher L. Coleman | 180,583 | 210,075 | — | 390,658 | | John W. Garratt | 23,750 | 62,562 | — | 86,312 | | Stephen L. Gibbs | 23,750 | 62,562 | — | 86,312 | | Olivia F. Kirtley(2) | 31,667 | — | — | 31,667 | | Laurette T. Koellner | 128,750 | 125,032 | — | 253,782 | | Jocelyn C. Mangan | 104,500 | 125,032 | — | 229,532 | | Sonya E. Medina | 108,500 | 125,032 | — | 233,532 | | John C. Miller | 40,500 | 93,822 | — | 134,322 | | Shaquille O'Neal | 75,000 | 125,032 | — | 200,032 | | Anthony M. Sanfilippo | 112,750 | 125,032 | — | 237,782 | | Jeffrey C. Smith(3) | 20,833 | — | — | 20,833 |

  132. Director Compensation

    | (1) The full grant date fair value of the 2023 deferred stock unit awards to non - employee directors was $77.95 per share, determined as of the grant date of May 8, 2023 for Mses. Koellner, Mangan and Medina, and Messrs. Coleman, O’Neal and Sanfilippo; $83.77 per share, determined as of the grant date of August 7, 2023 for Mr. Miller; and $68.15 per share, determined as of the grant date of November 6, 2023 for Messrs. Garratt and Gibbs. All fair values were computed in accordance with the ASC Stock Compensation topic. Assumptions used in the calculation of these amounts are included in Footnote 20 to the Company’s audited financial statements for the fiscal year ended December 31, 2023, included in the Company’s Annual Report on Form 10 - K. |

  133. Director Compensation

    | (2) Olivia F. Kirtley retired from the Board effective April 25, 2023, and as a result, 7,358 shares representing her deferred stock unit awards and all accumulated dividend equivalent rights were paid out. |

  134. Director Compensation

    | (3) Jeffrey C. Smith resigned from the Board effective March 1, 2023, and as a result, 11,651 shares representing his deferred stock unit awards and all accumulated dividend equivalent rights were paid out. |

  135. Director Compensation

    The following chart sets forth unvested deferred stock units held by each director in the table below as of December 31, 2023.

  136. Director Compensation

    | | Number of | | | Unvested Deferred | | Name | Stock Units | | Christopher L. Coleman | 2,744 | | John W. Garratt | 924 | | Stephen L. Gibbs | 924 | | Olivia F. Kirtley | — | | Laurette T. Koellner | 1,633 | | Jocelyn C. Mangan | 1,633 | | Sonya E. Medina | 1,633 | | John C. Miller | 1,133 | | Shaquille O'Neal | 1,633 | | Anthony M. Sanfilippo | 1,633 | | Jeffrey C. Smith | — |

  137. Director Compensation

    Prior to 2019, the Company awarded its directors stock options. All fair values were computed in accordance with the ASC Stock Compensation topic. Assumptions used in the calculation of these amounts are included in Footnote 20 to the Company’s audited financial statements for the fiscal year ended December 31, 2023, included in the Company’s Annual Report on Form 10 - K. The following chart sets forth vested option awards held by each director in the table below as of December 31, 2023. There are no unvested option awards.

  138. Director Compensation

    | | Number of | | Name | Vested Options | | Christopher L. Coleman | 19,040 | | John W. Garratt | — | | Stephen L. Gibbs | — | | Olivia F. Kirtley | — | | Laurette T. Koellner | 18,218 | | Jocelyn C. Mangan | — | | Sonya E. Medina | 12,907 | | John C. Miller | — | | Shaquille R. O'Neal | — | | Anthony M. Sanfilippo | — | | Jeffrey C. Smith | — |

  139. Director Compensation

    In addition, a nonqualified deferred compensation plan is available to all of our directors. Directors can elect to defer their annual retainer and meeting fees (up to 100%) into a deferred compensation plan that offers deemed investments in certain mutual funds or our common stock, as is the case for our executives and other eligible employees. We do not contribute to director accounts in the deferred compensation plan, but we do pay certain administrative costs of the plan.

  140. Director Compensation

    | Certain Relationships and Related Transactions |