DEF 14A of Papa Johns International Inc
Filed Mar 26, 2026 · FY20250001628280-26-021204
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| 4 2026 Proxy Statement | Papa John’s International, Inc. |
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ELECTION OF DIRECTORS
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| | BOARD RECOMMENDATION | | | THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR. |
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Our By-laws provide that the Board is authorized to fix from time to time the number of directors within the range of three to fifteen members, and currently the Board size is set at eight members. Directors are elected annually to one-year terms and each director nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. We believe the nominees set forth below possess an appropriate mix of skills, experience, and leadership designed to drive Board performance and properly oversee the interests of the Company, including our long-term corporate strategy. Our nominees include seven independent directors (88%) and a broad range of professional experience and backgrounds. The nominees also reflect a balanced approach to tenure that will allow the Board to benefit from a mix of newer directors who bring fresh perspectives and seasoned directors who bring continuity and a deep understanding of our complex business. Set forth below is information concerning the nominees for election, including their principal occupations, business experience, background, key skills and qualifications, and ages as of the date of this Proxy Statement. The key skills and qualifications are not intended to be an exhaustive list of each nominee’s skills or contributions to the Board, but rather the specific skills and qualifications that led to the conclusion that the person should serve as a director for the Company.
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| Name | Age | Director Since | Position | | Christopher L. Coleman | 57 | 2012 | Independent Chairman of the Board | | John W. Garratt | 57 | 2023 | Independent Director | | Stephen L. Gibbs | 53 | 2023 | Independent Director | | Laurette T. Koellner | 71 | 2014 | Independent Director | | Jocelyn C. Mangan | 54 | 2019 | Independent Director | | Sonya E. Medina | 50 | 2015 | Independent Director | | John C. Miller | 70 | 2023 | Independent Director | | Todd A. Penegor | 60 | 2024 | President and Chief Executive Officer, Director |
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| Papa John’s International, Inc. | 2026 Proxy Statement 5 |
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| | ITEM ONE | TABLE OF CONTENTS |
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NOMINEES FOR ELECTION TO THE BOARD There are no family relationships among the Company’s directors and executive officers.
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| CHRISTOPHER L. COLEMAN | | | Independent Chair of the Board | Age: 57 | Director Since: 2012 | | | | Reasons for Nomination Christopher Coleman brings over three decades of global banking and finance experience. In his executive and board roles, he has overseen mergers and acquisitions, capital deployment decisions and enterprise-level risk management, enabling him to evaluate and provide oversight of Papa Johns capital allocation priorities and long-term value creation opportunities. This experience, combined with his service on the Papa John's Board and longstanding engagement with the Company’s shareholders and franchisees, affords him a detailed understanding of the strategic evolution, business model and international operations across consumer economic cycles. Key Skills and Qualifications •Mr. Coleman’s executive role at Rothschild & Co provides a background in capital stewardship, risk management and corporate transactions, from initial evaluation and due diligence through execution. He applies this experience to support Papa Johns balance sheet discipline, unit-level franchise economics and long-term strategic planning. •Mr. Coleman’s career spans extensive global finance and cross border transaction experience, providing valuable insight into international markets dynamics that are critical to Papa Johns global growth and competitive positioning. •Through ongoing, first hand dialogue with Papa Johns franchisees, Mr. Coleman serves as a trusted link between the Board and the franchise network. His active engagement helps facilitate constructive alignment, strengthen franchise relationships and inform decisions that impact systemwide performance. •In his position as Independent Chairman of Randgold Resources, he played a key role in overseeing the successful $18.3 billion merger with Barrick Gold Corporation in 2018, a complex, cross-border combination that created an industry-leading global gold company. Career Highlights Rothschild & Co. •Global Partner and Group Head of Banking (since 2015) •Chairman of Rothschild & Co Bank International (since 2006) •Chairman of Five Arrows Leasing Group (2008-2015) •Director of Rothschild & Co Pension Fund (since 2009) •Member of Assets and Liabilities Committee •Member of Wealth and Asset Management Executive Committee | | Committees: •Corporate Governance and Nominating (Chair) Other Public Company Directorships: •Barrick Gold Corporation (NYSE: GOLD) (2019-2025) •Randgold Resources Ltd (Former: LSE: RRS) (2008-2018) Favorite Papa Johns Menu Item: Croissant Pizza | |
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| 6 2026 Proxy Statement | Papa John’s International, Inc. |
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| TABLE OF CONTENTS | ITEM ONE | |
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| JOHN GARRATT | | | Independent Director | Age: 57 | Director Since: 2023 | | | | Reasons for Nomination John Garratt brings more than two decades of disciplined financial leadership and strategic transformation experience across major multi unit retail and restaurant brands. He offers deep insight into consumer behavior and proven expertise in developing new customer offerings, building loyalty, improving unit level economics and scaling businesses — consistently leveraging technology to enhance brand differentiation and drive top and bottom line performance. At Papa Johns, he applies this experience to advance brand innovation, menu strategy and global customer engagement in support of sustained long term growth. Key Skills and Qualifications •At Dollar General Mr. Garratt developed and implemented a long-term strategic planning process and team which drove efforts to identify and execute key transformative strategic initiatives involving new sales layers, concepts, digital tools, delivery service, expanded supply chain capabilities and international expansion. •Mr. Garratt led efforts to develop the company’s strategic roadmap, reshape capital allocation and accelerate organic unit expansion while restructuring and implementing zero based budgeting to fuel high return growth. •He developed and led Dollar General’s commercial analytics team which significantly enhanced decision support and results from merchandising analytics, pricing, market planning and consumer insights. •Mr. Garratt led efforts on the acquisition of over 300 stores at Dollar General and helped lead the divestiture of two brands at Yum, demonstrating disciplined M&A judgment. •He brings board governance expertise through leadership of audit and investment committees at other brands, contributing governance insights and best practices to oversee Papa Johns value creation initiatives. •In addition to overseeing Dollar General’s entry into Mexico, in his previous roles at Yum! Brands, Mr. Garratt served as Vice President of Finance and Division Controller for KFC, Pizza Hut, and Yum Restaurants International, partnering with global teams to strengthen international operations and controls while delivering rapid growth. Career Highlights Dollar General (NYSE: DG) •President and CFO (2022-2023) •EVP and CFO (2015-2023) •SVP, Finance & Strategy (2014-2015) Yum! Brands (NYSE: YUM) •VP, Finance, (2013-2014) •Various senior director and director roles in corporate strategy and financial planning (2004-2013) | | Committees: •Compensation (Chair) •Audit Other Public Company Directorships: •Cracker Barrel (Nasdaq: CBRL) (since 2023) •Humana, Inc. (NYSE: HUM) (since 2020) Other Notable Board Memberships: •Atlanta Federal Reserve Bank (2018-2023) Favorite Papa Johns Menu Item: Original Crust Pepperoni Pizza | |
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| Papa John’s International, Inc. | 2026 Proxy Statement 7 |
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| | ITEM ONE | TABLE OF CONTENTS |
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| STEPHEN GIBBS | | | Independent Director | Age: 53 | Director Since: 2023 | | | | Reasons for Nomination Steve Gibbs is a seasoned financial executive with a proven ability to strengthen global organizations through disciplined financial leadership, operational rigor and data-driven decision making. As a former Chief Accounting Officer across multiple consumer facing companies, he has overseen complex technical accounting, financial reporting and enterprise wide control environments while helping management teams translate market trends and analytics into effective business strategy. His deep expertise in establishing rigorous financial discipline, implementing scalable systems and enhancing operational efficiency enables him to contribute meaningfully to Papa Johns growth, margin expansion and governance oversight. Key Skills and Qualifications •Mr. Gibbs has implemented large scale, integrated financial and operational systems that drive measurable performance improvement. At Home Depot, he co-led the company wide SAP implementation, unifying reporting across business functions to enhance customer experience, increase operational efficiency and deliver enterprise level results. •He played a central role in evaluating strategic investments and optimizing portfolio value at Home Depot, including the financial due diligence of major transactions such as the $8 billion acquisition of HD Supply Holdings, which strengthened the company’s visibility in a strategic market segment. His ability to rigorously assess acquisition opportunities and value creation pathways aligns with shareholder expectations for disciplined growth. •At Keurig Green Mountain, Mr. Gibbs spearheaded the company’s financial reset, redirecting investments, implementing zero based budgeting to reinforce capital discipline, and installing data driven cost management systems that positioned the company for sustained expansion. His experience deploying performance enhancing financial systems across global operations at Keurig and Tyson Foods supports his record of improving margins and operational discipline. •Having started his career at a Big Four accounting firm and subsequent leadership roles at Scientific Games, where he led international market budgeting and resource analyses to optimize product and sales performance, Mr. Gibbs brings deep expertise in regulatory compliance, internal controls, financial reporting and enterprise risk management. Career Highlights Home Depot (NYSE: HD) •VP, Chief Accounting Officer and Corporate Controller (2020-2023) Tyson Foods (NYSE: TSN) •SVP, Chief Accounting Officer and Controller (2018-2020) Keurig Green Mountain (Nasdaq: KDP) •VP, Chief Accounting Officer (2011-2017) Scientific Games (OTCMKTS: LNWO) •VP, Chief Accounting Officer and Corporate Controller (2005-2011) planning (2004-2013) | | Committees: •Audit Other Public Company Directorships: •None Other Notable Board Memberships: •PetSafe Brands •Joe and The Juice Favorite Papa Johns Menu Item: Medium Veggie Pizza | |
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| 8 2026 Proxy Statement | Papa John’s International, Inc. |
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| TABLE OF CONTENTS | ITEM ONE | |
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| LAURETTE T. KOELLNER | | | Independent Director | Age: 71 | Director Since: 2014 | | | | Reasons for Nomination Laurette Koellner brings exceptional executive and board leadership experience, having guided global companies through major restructurings, complex M&A transactions, international expansion and crisis recovery. Her background spans responsibility for P&L and oversight of business strategy, finance, accounting and human capital programs. As Chair of the Audit Committee, Ms. Koellner plays a critical role in overseeing Papa Johns financial reporting, enterprise risk management and internal controls, ensuring rigorous stress testing and strengthening long term governance resilience. Key Skills and Qualifications •Appointed by the U.S. Government to AIG’s board of directors during the financial crisis recovery, Ms. Koellner helped lead the company through significant operational restructuring, ensuring AIG’s ability to repay federal stabilization funds and restore financial health. Upon making taxpayers whole, Ms. Koellner was asked to serve as Executive Chairman of AIG's International Lease Finance Corporation and oversaw its $7.68B acquisition by AerCap. •As a member of Boeing’s Office of the Chairman, a four person leadership group including the CEO, CFO and CTO, Ms. Koellner held authority over enterprise wide decision making, including global strategy, operations and risk oversight across nearly 80 countries, navigating complex regulatory environments and volatile economic conditions, experience directly relevant to Papa Johns international growth strategy. •As an independent director on the Sara Lee board, Ms. Koellner played a central role in a multi-year strategic restructuring, divesting non core businesses and separating the company into focused entities: Douwe Egberts and Hillshire Brands. These actions generated significant shareholder value and culminated in the IOP of Douwe Egberts and the $8.6B sale of Hillshire Brands to Tyson Foods at a substantial premium. •Ms. Koellner has chaired audit committees at four public companies, bringing deep compliance and financial reporting expertise. At Papa Johns, she maintains close working relationships with senior finance leadership, providing rigorous financial oversight, challenge and strategic input on key accounting, reporting and risk matters and supporting the Company’s long-term operational resilience. Career Highlights International Lease Finance Corporation (subsidiary of AIG) (NYSE: AER) •Executive Chair (2012-2014) The Boeing Company (NYSE: BA) •President, Boeing International (2006-2008) and Connexion by Boeing (2004-2006) •EVP, Chief Administration and Human Resources Officer (2002-2004) •President, Shared Services (2001-2022) •VP and Corporate Controller (1999-2001) •VP and General Auditor (1996-1999) | | Committees: •Audit (Chair) Other Public Company Directorships: •Celestica, Inc. (NYSE: CLS) (2009-early 2025) (rejoined late 2025) •The Goodyear Tire & Rubber Company (Nasdaq: GT) (since 2015) •Nucor Corporation (NYSE: NUE) (since 2015) Favorite Papa Johns Menu Item: Papa Bowls | |
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| Papa John’s International, Inc. | 2026 Proxy Statement 9 |
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| | ITEM ONE | TABLE OF CONTENTS |
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| JOCELYN C. MANGAN | | | Independent Director | Age: 54 | Director Since: 2019 | | | | Reasons for Nomination Jocelyn Mangan brings two decades of top-tier technology leadership, having built and scaled globally influential platforms such as Citysearch, Ticketmaster, OpenTable and Snagajob. Her experience launching consumer and restaurant platforms across Asia, Europe and North America gives her a sophisticated understanding of digital disruption, platform innovation and evolving customer behavior across markets. Highly active across the technology and restaurant sectors, Ms. Mangan maintains direct visibility into emerging trends, disruptive business models and next generation innovation, enabling her to contribute to Board oversight of Papa Johns digital investments, customer engagement advancements and international growth priorities. Key Skills and Qualifications •As CEO and founder of illumyn, Ms. Mangan advises investors, CEOs, boards and board-level talent on overall board strategy - from board composition to navigating growth and change, particularly as digital transformation and artificial intelligence reshape enterprise risk and competitive dynamics. She works closely with CEOs, directors, investors and an AI advisory council of senior technology leaders to advance board level AI governance capabilities, ensuring boards are equipped to oversee emerging risks and value creation opportunities. •Ms. Mangan provides strategic guidance to restaurant leaders on next generation business models, consumer engagement strategies, aggregator economics and technology enabled growth. Her deep connections across Silicon Valley and the broader hospitality ecosystem position her to identify high value innovation pathways aligned with Papa Johns global expansion and digital transformation priorities. •Having led product teams behind major consumer platforms across the markets, Ms. Mangan spearheaded development of the first OpenTable mobile app that revolutionized the restaurant reservation experience and elevated OpenTable’s technology culture, accelerating its evolution into a mobile first global business. Her leadership played a foundational role in positioning OpenTable for its $2.6B acquisition by Booking Holdings. •As COO and Chief Product & Marketing Officer at Snagajob, she oversaw full cycle product strategy and user experience transformation for millions of hourly worker interactions. At Ticketmaster, she led development of the first multilingual Olympic ticketing platform, strengthening international customer engagement and ensuring reliability during high demand digital events. Career Highlights illumyn / illumyn impact •CEO, Founder (since 2018) Netflix (NASDAQ: NFLX) •Part-time moderator for Netflix Leadership Program (2019-2024) Snagajob •Chief Operating Officer (2017-2018) •Chief Product and Marketing Officer (2016-2017) OpenTable (former Nasdaq: OPEN) •Held progressively senior product management roles (2005–2015), culminating in her position as SVP of Product Management and Design. Ticketmaster (NYSE: LYV) •Product, content and strategy leadership roles with increasing scope of responsibilities (1999-2005) | | Committees: •Compensation •Corporate Governance and Nominating Other Public Company Directorships: •Wag! Group Co (Nasdaq: PET) (2021 - 2025) Other Notable Board Memberships: •ChowNow (since 2018) •Forbes Council Member (since 2023) Favorite Papa Johns Menu Item: New York Style Pizza | |
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| 10 2026 Proxy Statement | Papa John’s International, Inc. |
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| TABLE OF CONTENTS | ITEM ONE | |
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| SONYA MEDINA | | | Independent Director | Age: 50 | Director Since: 2015 | | | | Reasons for Nomination Sonya Medina brings crisis tested governance leadership, cross sector strategic insight and global stakeholder engagement expertise to the Board. Her ability to navigate complex regulatory environments combined with her corporate reputation and brand building experience equips her to advise on global market positioning, community relevance and strategies to build consumer trust. During her Board service, she has guided Papa Johns strategy realignment and leadership transitions, demonstrating a strong focus on long-term value creation and providing strategic contributions to the oversight of Papa Johns global growth priorities, stakeholder engagement and enterprise-wide reputation management. Key Skills and Qualifications •Ms. Medina brings deep experience navigating complex and evolving regulatory environments, having overseen large scale U.S. and international public private initiatives, acquiring a nuanced understanding of how policy developments affect supply chains, labor markets, consumer behavior and brand trust. This perspective provides the Board with actionable insight into regulatory and stakeholder dynamics. •As CEO of Reach Resilience, a ~$410 million foundation supporting communities in crisis, Ms. Medina has built high visibility partnerships across government, business and civic organizations. Her ability to expand reach and mobilize diverse communities provides practical insight into strengthening Papa Johns market presence, brand building and deepening stakeholder engagement. •In her role as Vice President of Community & External Affairs at Silver Eagle Distributors, the largest Anheuser Busch provider, Ms. Medina expanded brand visibility across national retail locations and strengthened franchise partnerships through a rigorous, data driven approach that enhanced insights into customer segments, commercial activation and franchise system dynamics. •As a board member at TKO Group Holdings, Ms. Medina oversaw the company’s 2023 acquisition of Endeavor’s sports assets (IMG and On Location) and the subsequent integration of multiple global businesses. Her experience evaluating transformative investments and navigating complex integrations strengthens the Board’s oversight of long term strategy, capital allocation and enterprise value creation. Career Highlights Reach Resilience •President and CEO (since 2022) Silver Eagle Distributors (an independent Anheuser-Busch wholesaler in the US) •VP, Community & External Affairs (2009-2013) The White House •Deputy Assistant to the President for Domestic Policy and Director of Projects for the First Lady (2001-2008) AT&T (NYSE:T) •Director, AT&T Global Foundation (2006-2008) | | Committees: •Compensation •Corporate Governance and Nominating Other Public Company Directorships: •TKO Group Holdings (NYSE: TKO) (since 2023) •Delta Apparel, Inc. (NYSE: DLA) (2022-2024) Favorite Papa Johns Menu Item: The Ultimate Pepperoni Pizza | |
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| Papa John’s International, Inc. | 2026 Proxy Statement 11 |
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| | ITEM ONE | TABLE OF CONTENTS |
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| JOHN MILLER | | | Independent Director | Age: 70 | Director Since: 2023 | | | | Reasons for Nomination John Miller is a two time restaurant brand CEO with a proven record of strengthening franchise systems and unifying operators around shared values, performance standards and brand expectations. He has built out restaurant networks, modernized guest experiences and driven consistent execution across U.S. and international franchise markets, enabling brands to grow through both industry disruption and market opportunities. His extensive operational and strategic leadership equips him to serve as a thoughtful, independent voice in the boardroom—one who can provide constructive challenge, support management effectively and help ensure strategy, capital allocation, and operating priorities remain aligned with sustainable, long term shareholder value. Key Skills and Qualifications •As CEO of Denny’s, Mr. Miller delivered more than a decade of sustained performance, increasing the stock price by more than threefold during his tenure through disciplined capital allocation, modernization of the real estate portfolio and the opening of nearly 500 locations in strategically selected growth markets. These transformative actions expanded the brand’s reach and enhanced individual restaurant profitability. •Mr. Miller also accelerated Denny’s international expansion, doubling the number of franchises in Puerto Rico and scaling the Canadian business to nearly 80 locations—more than any other U.S. competitor operating in the region. His proven ability to build strategic international partnerships offers actionable insight into global growth and market prioritization. •He led Denny’s digital transformation, securing an early national agreement with DoorDash, launching virtual brands such as The Meltdown and The Burger Den, and building customer facing technology and analytics teams. These initiatives modernized digital ordering and loyalty platforms, strengthened operational efficiency and created new, profitable revenue streams aligned with evolving consumer behavior. •Mr. Miller spent 17 years with Brinker International, leading Global Franchise Development for Chili’s before heading other brands at Brinker such as Romano’s Macaroni Grill, On the Border, and Cozymel’s. John then returned as CEO of Taco Bueno, his restaurant alma mater prior to joining Brinker, where he launched and scaled the franchise program and implemented a unified POS system to strengthen systemwide performance and deliver consistent, high quality customer experiences. Career Highlights Delucca Gaucho Pizza & Wine •Managing Member (since 2022) Denny’s (Nasdaq: DENN) •CEO (2011-2025) Taco Bueno Restaurant Chain •President & CEO (2005-2011) Brinker International (NYSE: EAT) •VP Romano’s Macaroni Grill (1997 – 2004) •VP Special Concepts, Cozymel’s and On the Border (1993-1996) •VP Global Franchising (1987 – 1992) | | Committees: •Compensation Other Public Company Directorships: •Denny’s Corporation (Nasdaq: DENN) (since 2011) Favorite Papa Johns Menu Item: Pan Pizza | |
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| 12 2026 Proxy Statement | Papa John’s International, Inc. |
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| TABLE OF CONTENTS | ITEM ONE | |
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| TODD PENEGOR | | | President and Chief Executive Officer | Age: 60 | Director Since: 2024 | | | | Reasons for Nomination Todd Penegor is a seasoned restaurant and consumer brands executive with over two decades of experience leading iconic quick service restaurant (QSR) and consumer packaged goods (CPG) companies through growth, disruption and industry volatility. He has a hands on understanding of global franchise systems and a strong record of building trusted, performance driven franchisee partnerships. Throughout his career, he has consistently delivered same store sales growth, expanded unit counts and improved margins while elevating brand quality to sustain long term performance. With leadership grounded in rigorous financial discipline, he approaches capital allocation with a shareholder aligned mindset and maintains a clear focus on strategy and accountability as the foundation for durable value creation. Key Skills and Qualifications •Under Mr. Penegor’s leadership, Papa Johns is strengthening its innovation and operational framework, invigorating the product pipeline with new platforms such as Papa Dippa, Grand Papa and a new Pan Pizza. He also launched the Perfect Bake initiative and is modernizing the digital ecosystem, which has driven stronger engagement across the nearly 41 million member Papa Rewards Program since its enhancement in late 2024. •Mr. Penegor led Wendy’s through a period of sustained transformation, achieving 12 consecutive years of same-restaurant sales growth. He strengthened franchisee economics through improved franchise relations and real estate optimization. To enhance both customer experience and restaurant efficiency, he drove growth by launching new loyalty programs and data-driven marketing. Under his leadership, digital sales grew 30% and reached 13% of total sales at the time of his retirement from the Company. •Mr. Penegor brings extensive experience modernizing QSR brands through menu innovation to generate significant new revenue streams (e.g., the $5 Biggie Bag and Wendy’s national breakfast platform). At Wendy’s, he also expanded operations across Europe, Asia, the Middle East and Latin America and revitalized franchise relations, achieving satisfaction scores more than 10 points above industry averages in both the U.S. and international markets. •Mr. Penegor’s background includes serving in senior and executive financial leadership roles at Kellogg Company and Ford Motor Company, contributing to his deep expertise in finance, strategy, disciplined capital allocation, global operations, and mergers and acquisitions. Career Highlights The Wendy’s Company (Nasdaq: WEN) •President and CEO (2016-2024) •CFO (2013-2015) Kellogg Company (former NYSE: K) •President, Kellogg’s Snacks (2008-2013) •VP and CFO, Kellogg Europe (2007-2008) •VP and CFO, Kellogg’s Snacks (2002-2007) •CFO, Kellog US Sales Organization (2002) •Various leadership positions (2000-2002) Ford Motor Company (NYSE: F) •Various roles within finance organization, supporting M&A, global joint ventures and treasury | | Other Public Company Directorships: •Dutch Bros Inc (NYSE: BROS) (since 2024) •Ball Corp (NYSE: BALL) (since 2019) •Wendy’s Company (Nasdaq: WEN) (2016-2024) Favorite Papa Johns Menu Item: Epic Stuffed Crust Pepperoni and Sausage Pizza | |
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| Papa John’s International, Inc. | 2026 Proxy Statement 13 |
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Corporate Governance Principles of corporate governance that guide the Company are set forth in the Company’s Board committee charters, the Company’s Corporate Governance Guidelines and the Company’s Code of Ethics and Business Conduct, all of which are available on our website at www.papajohns.com by first clicking “Investor Relations” and then “Governance.” (The information on the Company’s website is not part of this Proxy Statement and is not soliciting material.) The principles set forth in those governance documents were adopted by the Board to ensure that the Board is independent from management, that the Board adequately oversees management, and to help ensure that the interests of the Board and management align with the interests of the stockholders. The Board annually reviews its corporate governance documents. MAJORITY VOTING STANDARD FOR DIRECTOR ELECTIONS Our Amended and Restated By-laws (the “By-laws”) provide for a majority voting standard for uncontested director elections and a mechanism for consideration of the resignation of an incumbent director who does not receive a majority of the votes cast in an uncontested election. Under the majority voting standard, a majority of the votes cast means that the number of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that director nominee. In contested elections where the number of nominees exceeds the number of directors to be elected, the vote standard will be a plurality of votes represented in person or by proxy and entitled to vote on the election of directors. In addition, if an incumbent director is nominated in an uncontested election, the director nominee is required, as a condition of the director’s nomination, to submit an irrevocable letter of resignation to the Chair of the Board. If an incumbent director nominee does not receive a majority of the votes cast, the Corporate Governance and Nominating Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Committee’s recommendation and publicly disclose its decision and the rationale behind the decision within 90 days from the date of certification of the election results. The director whose resignation is being considered will not participate in the recommendation of the Committee or the Board’s decision. CODE OF ETHICS AND BUSINESS CONDUCT The Company’s Code of Ethics and Business Conduct, which is the Company’s code of ethics applicable to all directors, officers and team members worldwide, embodies the Company’s global principles and practices relating to the ethical conduct of the Company’s business and its longstanding commitment to honesty, fair dealing and full compliance with all laws affecting the Company’s business. The Board has established procedures for any person, including a team member, to submit confidential and anonymous reports of suspected or actual violations of the Company’s Code of Ethics and Business Conduct relating, among other things, to: •violations of the federal securities laws; •fraud or error in the Company’s accounting, audit or internal controls, financial statements and records; and •misconduct by any member of the Company’s senior management. The procedures for reporting issues and concerns may be found on our website at www.papajohns.com, by first clicking “Investor Relations” and then “Governance.”
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| 14 2026 Proxy Statement | Papa John’s International, Inc. |
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| TABLE OF CONTENTS | CORPORATE GOVERNANCE | |
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DIRECTOR INDEPENDENCE The Board has determined that seven of the Company’s eight current directors are “independent” as defined by applicable law and Nasdaq listing standards, as follows: Christopher L. Coleman, John W. Garratt, Stephen L. Gibbs, Laurette T. Koellner, Jocelyn C. Mangan, Sonya E. Medina, and John C. Miller. Each of our Audit, Compensation, and Corporate Governance and Nominating committees is comprised only of independent directors, as identified below under the heading “Committees of the Board of Directors.” Todd M. Penegor is not considered to be independent because he serves as President and Chief Executive Officer of the Company. INSIDER TRADING POLICY The Company maintains an Insider Trading Compliance Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers, and employees, and has implemented processes for the Company, that we believe are designed to promote compliance with insider trading laws, rules, and regulations and any applicable listing standards. See our Insider Trading Compliance Policy filed as Exhibit 19 to our Annual Report on Form 10-K for the year ended December 28, 2025. HEDGING AND PLEDGING POLICY Pursuant to our Insider Trading Compliance Policy, we prohibit employees, officers and directors from pledging any Company securities as collateral for a loan, or from holding any Company securities in a margin account. This policy also prohibits employees, officers and directors from entering into hedging transactions involving Company securities, including purchasing financial instruments such as prepaid variable forwards, equity swaps, collars, exchange funds and similar transactions. Hedging transactions means any transaction that hedges or offsets, or is designed to hedge or offset, any decrease in the market value of Company securities. BOARD LEADERSHIP STRUCTURE AND RISK MANAGEMENT Under our Corporate Governance Guidelines, our Board elects a Chair of the Board with the duties set forth in our By-laws. When the position of Chair of the Board is not held by an independent director, the independent directors will elect a Lead Independent Director. Christopher L. Coleman, our current Chair, is independent; accordingly, we do not currently have a Lead Independent Director. The key responsibilities of the Board include developing the strategic direction for the Company and providing oversight for the execution of that strategy by management. The Board has an active role, as a whole and also at the committee level, in overseeing management of the Company’s risks. The Board regularly reviews information regarding the Company’s financial, strategic and operational issues, as well as the risks associated with each, and that oversight includes a thorough and comprehensive annual review of the Company’s strategic plan and Enterprise Risk Management program. At the committee level, risks are reviewed and addressed as follows: •The Audit Committee oversees management of financial risks; legal and regulatory risks; franchise risks; food safety, information technology and cybersecurity risks; as well as the Company’s Enterprise Risk Management program, reporting on such matters to the full Board. The Audit Committee’s agendas include discussions of individual and emerging risk areas throughout the year, and, through its oversight of our Enterprise Risk Management program, the Audit Committee monitors management’s responsibility to identify, assess, manage and mitigate risks. Our Enterprise Risk Management program is comprised of a cross-functional, management-level Enterprise Risk Management team that helps establish a culture of managing and mitigating risk and coordination of risk management between our executive team and the Board. Specifically, with respect to oversight of technology and cybersecurity risks, our information security officer provides regular formal updates to the Board and Audit Committee on potential cybersecurity threats and the progress of our ongoing security and privacy programs. The Audit Committee reviews with management and reports to the full Board with respect to material information on security matters and risks and management’s actions to monitor and address identified areas for improvement.
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| Papa John’s International, Inc. | 2026 Proxy Statement 15 |
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| | CORPORATE GOVERNANCE | TABLE OF CONTENTS |
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•The Compensation Committee is responsible for overseeing the assessment and mitigation of risks relating to the Company’s compensation policies and practices and incentive compensation arrangements for its employees, and also oversees succession planning and human capital management. The Compensation Committee reviews our compensation policies and practices to determine whether they subject us to unnecessary or excessive risk. As a result of that evaluation, including a review of the plan design and governance aspects of our compensation programs discussed below in the Compensation Discussion and Analysis, the Compensation Committee concluded that the risks arising from those policies and practices are not reasonably likely to have a material adverse effect on the Company. •The Corporate Governance and Nominating Committee manages risks associated with potential conflicts of interest and reviews governance and compliance issues with a view to managing associated risks, including oversight of our compliance program with respect to our Code of Ethics and Business Conduct, monitoring of risks associated with workplace discrimination and harassment, and our policies regarding our Company culture. The Corporate Governance and Nominating Committee also oversees the Company’s initiatives on sustainability and corporate responsibility matters. While each committee is responsible for evaluating and overseeing the management of such risks, the Board is regularly informed through committee reports about such risks. In addition, the Board and the committees receive regular reports from the President and Chief Executive Officer, Chief Financial Officer, Chief Administrative Officer, and other Company officers with roles in managing risks. BOARD SELF-EVALUATION Pursuant to our Corporate Governance Guidelines, the Board conducts an annual self-evaluation to assess its performance, which also includes evaluations of the Audit, Compensation, and Corporate Governance and Nominating committees. In addition, the Corporate Governance and Nominating Committee annually evaluates each director’s individual performance. The Corporate Governance and Nominating Committee is responsible for developing, administering and overseeing processes for conducting evaluations. Evaluations are designed to assess the qualifications, attributes, skills and experience represented on the Board and whether the Board, its committees and individual directors are functioning effectively. Live in-depth interviews with each director are conducted by a third party for the evaluation process. The results are compiled and discussed with the Chair of the Board and the Chair of the Corporate Governance and Nominating Committee and then reported to the full Board. Several recommendations from our Board evaluation process were implemented in 2025. The Board now holds a separate session following Committee meetings to allow the Board members to discuss strategy and other important topics. A Board dinner was added to allow for more in-depth discussion between Board members and the Chief Executive Officer. The Board also held Board meetings in different corporate markets and one in New York City at a vendor offsite location to review the Company’s technology strategy. These changes deepened the Board’s understanding of the Company's strategy. STOCKHOLDER ENGAGEMENT Our Board of Directors and our management believe it is important to proactively engage with stockholders. Our senior management team, including our Chief Executive Officer, Chief Financial Officer and members of our Investor Relations team, maintain regular contact with a broad base of investors, including through quarterly earnings calls, individual meetings, industry conferences, and other channels of communication, to understand their perspectives and key priorities. In 2025, we had discussions with stockholders collectively holding more than a majority of our outstanding common stock. Our proactive engagement includes a broad range of topics, including our strategic priorities, macroeconomic trends, and our corporate responsibility programs. Feedback from stockholders is shared with the Board and the applicable committees on a regular basis.
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| 16 2026 Proxy Statement | Papa John’s International, Inc. |
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| TABLE OF CONTENTS | CORPORATE GOVERNANCE | |
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INDEPENDENT CHAIR OF THE BOARD Christopher L. Coleman serves as our independent Chair of the Board. He has been a member of the Board since 2012 and has served as our independent Chair since 2023. Our Board believes having an independent Chair is the appropriate leadership structure for our Board at this time. Our Board believes having an independent Chair provides a strong leadership structure and sound governance and is currently in the best interests of the Company and its stockholders. The Chair works with the Board, the Company’s Chief Executive Officer and management to establish and further the Company’s strategic objectives. When the position of Chair of the Board is not held by an independent director, the independent directors will elect a Lead Independent Director, with the duties described in the Company’s Corporate Governance Guidelines. MEETINGS OF THE BOARD OF DIRECTORS The Board held twenty meetings in 2025. Each director attended in excess of 75% of the meetings of the Board and the Board committees on which he or she served during 2025.
Role of Compensation Consultants in the Executive Compensation Process
Role of Compensation Consultants in the Executive Compensation Process Meridian Compensation Partners (“Meridian”) was retained by the Compensation Committee as its independent compensation consultant for 2025. Meridian reported directly to the Compensation Committee and did not provide any other services to the Company. The Committee sought input from Meridian 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 also reviewed and assessed Meridian’s independence pursuant to SEC rules and Nasdaq listing standards and determined that the firm is independent and has no conflicts of interest with the Company.
Role of Compensation Consultants in the Executive Compensation Process
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Role of Compensation Consultants in the Executive Compensation Process
| | EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS | TABLE OF CONTENTS |
Stockholder Input/Say-on-Pay Vote
Stockholder Input/Say-on-Pay Vote The Company considers input from stockholders, including the results of the annual advisory vote on executive compensation (“say-on-pay proposal”), in determining compensation for our NEOs. At our 2025 Annual Meeting of stockholders, 93.29% of the votes cast on the say-on-pay proposal were in favor. Members of our executive leadership team, including our Chief Executive Officer, Chief Financial Officer, alongside our Chairman of the Board and other directors, proactively engaged with our stockholders on a number of topics, including our strategic priorities, macroeconomic trends, executive compensation, and our corporate responsibility programs throughout 2025. We maintain regular contact with a broad base of investors, including our quarterly earnings calls, individual meetings, industry conferences, and other channels for communication, to understand their perspectives and key priorities. The Committee considers the stockholders’ feedback and the positive support of our executive compensation program as one of many factors used in determining compensation for our NEOs. 4. Compensation Policy Highlights Consistent with stockholder interests and market best practices, our executive compensation program includes the following sound governance features: •No executives have an employment agreement other than the CEO. •No “single trigger” change of control payments. •No guaranteed bonus or base pay increases, other than sign-on payments and inducements for new executives. •No repricing or cash buyouts of underwater stock options or granting of discount-priced stock options. We have not issued stock options since 2019. •Multi-year vesting and performance periods for annual equity grants. •“Clawback” policy requiring recovery of excess performance-based compensation in the event the Company is required to prepare an accounting restatement in accordance with SEC rules and Nasdaq listing standards. •Risk mitigation features including robust stock ownership requirements, multiple performance metrics to deter excessive focus on a singular performance goal in the annual MIP or the long-term incentive program, and an annual risk assessment by the Compensation Committee. •Use of an independent compensation consultant to provide advice in structuring pay packages for executives that reflect the Company’s pay-for-performance philosophy. •No dividends or dividend equivalent rights paid on unexercised stock options. •No dividends are paid on unearned performance-based units during the applicable performance period but will be deemed reinvested in additional share units that are only delivered if the performance-based units are earned. •Do not time the disclosure of material non-public information for the purpose of impacting the value of executive compensation. •No hedging or pledging of Company stock by executive officers or other employees or directors. See “Hedging and Pledging Policy” above for additional information.
Stockholder Input/Say-on-Pay Vote
| Pay Component | Description | 2025 Actions and Payments | | Base Salary | Fixed cash compensation. | There were no salary changes for Mr. Penegor or Mr. Vasconi. Mr. Thanawala and Ms. Oyler also received base salary increases in connection with their respective promotions later in the year. | | 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 Adjusted EBITDA, Gross Unit Openings, North America and International Comparable Sales and corporate responsibility initiatives. | Compensation Committee revised the performance metrics in the MIP in 2025. Based upon the Company’s achievement of the pre-established annual performance goals under the MIP, NEO payouts under the MIP were 105.7% of target. Mr. Thanawala’s target MIP percentage increased to 100% from 75% in connection with his promotion to CFO and President, North America in November 2025, with such increase pro-rated for the year. | | Long-term Compensation •Restricted Stock – 50% •Performance-based units – 50% | Time-based Restricted Stock: 3 - Year Ratable Vesting, Performance-based units earned based on the Company’s three-year relative TSR and systemwide sales growth. | Mr. Penegor received a $300k increase to his annual target LTIP equity award for a total award of $5.3 million, vesting over three years. Mr. Vasconi’s target LTIP equity award was increased from $750k to $800k. Mr. Thanawala’s target LTIP equity award was increased from $1.5 million to $1.6 million. In connection with a merit increase and her promotion to Chief Administrative Officer, Ms. Oyler received an increase to her annual target LTIP equity award from $500k to $650k and a one-time restricted stock award in the amount of $100k. |
Stockholder Input/Say-on-Pay Vote
6. Tying Pay to Performance The Compensation Committee aligns the majority of NEO compensation to short- and long-term performance objectives. While salary is a fixed element of compensation, increases in salary are not guaranteed, and all other elements of compensation above are tied to Papa Johns overall performance. In 2025, the Committee continued to apply our pay-for-performance philosophy by: •Setting rigorous, objective performance goals under the annual cash incentive award, the MIP. •Granting performance-based units under the LTIP that are tied to performance metrics consisting of relative TSR versus the 18 other companies in the S&P 1500 restaurant category and cumulative system-wide sales growth, each measured over a three-year period. •Granting restricted stock awards that typically vest ratably 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. •Ensuring that the CEO and NEOs with the greatest potential to impact the Company’s success by achieving the Company’s strategic and performance objectives receive a greater proportion of “at-risk” or variable compensation than other executives. For 2025, 87% of Mr. Penegor’s compensation at target and 71% of our other current NEOs’ compensation at target (without consideration of sign-on or other one-time awards) was tied to specific performance objectives or our total shareholder return.
Short-Term Cash Incentive Compensation
Short-Term Cash Incentive Compensation In 2025, our short-term cash incentive program known as the MIP was designed to reward achievement of annual performance objectives, with priority placed on Adjusted EBITDA, a new metric for 2025 that replaces the adjusted operating income metric used in previous plans. The Compensation Committee believes that Adjusted EBITDA, a key financial performance measure, better aligns with the criteria used by our investors to evaluate the Company’s performance. As a result, fifty percent (50%) of the MIP’s payout was based on the Adjusted EBITDA metric. The MIP was also updated in 2025 to include international comparable sales and global gross openings as new metrics, which reflects the growing importance of our international business. Following these changes, fifteen percent (15%) of the MIP’s payout was based on North American comparable sales, ten percent (10%) of the MIP’s payout was based on international comparable sales, and twenty percent (20%) of the MIP’s payout was based on the combined gross openings globally from both North America and the rest of international. The change from the previously used net development metric was introduced in 2025 to reflect that the Company planned to implement strategic closures to optimize certain international markets over 2025 and 2026. The remaining five percent (5%) of the MIP’s payout was based on meeting the Company’s qualitative goals for its corporate responsibility metric. Each of these metrics operates independently of one another with the exception of the corporate responsibility metric, which, if met, would provide for a payout on that metric at the greater of 100% or the same payout percentage as the Adjusted EBITDA metric. Each of these metrics require achievement of certain minimum pre-established goals to payout, which begins at 50% of target. The maximum potential payout was 200% of each executive’s target. The Company believes the MIP design, along with a cap of 200%, prevents paying excessive awards and is an important element in mitigating the risk of focusing on short-term performance. For 2025, Adjusted EBITDA results (as defined in the table below) were above the target performance level, resulting in performance of 108%. Our comparable sales metric for North America did not achieve the target but was above threshold while our comparable sales metric for International exceeded the target resulting in exemplary performance for that metric. Our combined gross global openings goal was achieved between threshold and the target performance level resulting in a payout of 93%. Our corporate responsibility goal was achieved at target performance.
Short-Term Cash Incentive Compensation
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Short-Term Cash Incentive Compensation
| | EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS | TABLE OF CONTENTS |
Short-Term Cash Incentive Compensation
| Metric | Definition | Weighting | Target(1) | Actual Results | Calculated Payout Percentage(2) | Award Percentage | | Adjusted EBITDA(1) | Adjusted EBITDA (before stock-based compensation) on a 52-week basis. | 50% | $194,700 | $201,111 | 108% | 54.17% | | North America Comparable Sales | North America (N.A.) system-wide comparable sales (average same-store, year-over-year sales), an industry standard used to measure company growth. | 15% | 0.0% | -2.5% | 79% | 11.88% | | International Comparable Sales | International system-wide (excluding N.A.) comparable sales (average same-store, year-over-year sales), an industry standard used to measure company growth. | 10% | 1.6% | 5.0% | 157% | 15.67% | | Gross Global Openings | N.A and International, all system-wide store openings | 20% | 300 units | 279 units | 93% | 18.60% | | Corporate Responsibility Metric | | 5% | Progress against goals | Achieved | 108% | 5.42% | | Actual Payout | Payout % | | | | | 105.7% |
Short-Term Cash Incentive Compensation
(1)(In thousands) Adjusted EBITDA is a non-GAAP financial measure. See Annex A to this Proxy Statement for a reconciliation of Adjusted EBITDA to the nearest GAAP financial measure. (2)Amounts are rounded to closest percentage. Performance targets for each MIP metric were set by the Committee with consideration of stockholder value creation as well as the Company’s financial and operating targets contained in the annual budget and operating plan. The performance targets to achieve target payout were set in conjunction with the 2025 annual budget. Since 2022, our MIP has also included a qualitative corporate responsibility performance metric to incentivize and measure management’s success in implementing key corporate responsibility priorities, including in such areas as governance, community engagement, culture, and environmental issues. This corporate responsibility metric was weighted at 5% of the target. The Compensation Committee determined that management delivered performance at the target level with respect to the corporate responsibility metric, based upon the achievement of pre-determined goals. Each NEO’s actual annual incentive award payment is determined by formula based on the Company’s achievement of the pre-established performance targets above that are derived from the Board-approved annual budget and operating plan. By tying the targets to the budget and operating plan, the plan rewards performance, and payments will generally correlate to our operating results in a given year. In 2025, 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:
Short-Term Cash Incentive Compensation
| Named Executive Officer1 | Title | Target Short-Term Incentive Award (% of Base Salary) | Target Short-Term Incentive Award ($) | Actual Short-Term Incentive Award ($) | | Todd Penegor | President and Chief Executive Officer | 150% | 1,500,000 | 1,585,500 | | Ravi Thanawala | Chief Financial Officer & President, North America | 78% | 528,606* | 558,736 | | Kevin Vasconi | Chief Digital and Technology Officer | 75% | 412,500 | 436,013 | | Caroline Miller Oyler | Chief Administrative Officer and Corporate Secretary | 75% | 414,952* | 438,604 | | Joseph Sieve | Former Chief Restaurant and Development Officer | 75% | 361,350* | 381,947 |
Short-Term Cash Incentive Compensation
(1)Table reflects NEOs in position as of year-end on December 28, 2025, unless otherwise noted.
Short-Term Cash Incentive Compensation
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Short-Term Cash Incentive Compensation
| TABLE OF CONTENTS | EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS | |
Short-Term Cash Incentive Compensation
*Target award based on full year 2025 base salary levels. Actual award based on salary paid in 2025 (i.e. pro-rated for salary changes due to mid-year promotions or departures). As discussed above, actual 2025 results for all metrics resulted in an MIP payout of 105.7% of target.
Long-Term Incentive Compensation
Long-Term Incentive Compensation Our long-term incentive awards for executive officers consists of a mix of time-based restricted stock (weighted 50%) and performance-based units (weighted 50%). The determination of the annual grant values is a function of several 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 market appropriate for the NEO. In February 2025, 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 March 3, 2025, two business days after the release of our fourth- quarter and full-year 2024 earnings.
Time-Based Restricted Stock
Time-Based Restricted Stock We awarded restricted stock in 2025 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 2025 have a three-year graded vesting schedule (i.e., one-third vests per year).
Performance-based Awards Based Measured on Total Shareholder Return and Cumulative System-wide Sales
Performance-based Awards Based Measured on Total Shareholder Return and Cumulative System-wide Sales In 2025, the Compensation Committee awarded performance-based units as part of long-term compensation for executives. The 2025 performance-based units were weighted 50% on performance under the TSR metric and were weighted 50% on performance under a three-year Cumulative System-wide Sales (“SWS”) metric. The Committee introduced the SWS metric in 2024 to reflect our continued focus on growing system-wide sales and revenue over the performance period. Description of TSR Metric The TSR metric measures 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 2025 TSR metric is March 3, 2025, to January 31, 2028. At the end of the Performance Period, half of the performance-based units will vest at 100% and be converted into shares of our common stock if the TSR of our common stock is equal to the 50th percentile of the TSR of the companies in the TSR Peer Group (“Target TSR Shares”). The actual number of shares that may be earned based on the TSR metric ranges from 0% to 200% of the Target TSR Shares according to the following table:
Performance-based Awards Based Measured on Total Shareholder Return and Cumulative System-wide Sales
| PZZA Relative TSR vs. TSR Peer Group Companies | Percentage of Target TSR Shares Earned | | >= 75th Percentile | 200% | | 50th Percentile | 100% | | 25th Percentile | 50% | | < 25th Percentile | 0% |
Performance-based Awards Based Measured on Total Shareholder Return and Cumulative System-wide Sales
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 50th percentiles, and for performance between the 50th and 75th percentiles.
Performance-based Awards Based Measured on Total Shareholder Return and Cumulative System-wide Sales
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Performance-based Awards Based Measured on Total Shareholder Return and Cumulative System-wide Sales
| | EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS | TABLE OF CONTENTS |
Performance-based Awards Based Measured on Total Shareholder Return and Cumulative System-wide Sales
The TSR Peer Group The TSR Peer Group is comprised of 18 companies, each 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:
Performance-based Awards Based Measured on Total Shareholder Return and Cumulative System-wide Sales
| 2025 TSR PEER GROUP | | | | Aramark Inc | Darden Restaurants | Starbucks Corporation | | BJ's Restaurants, Inc. | Dine Brands Global, Inc. | Texas Roadhouse, Inc. | | Bloomin Brands, Inc. | Domino’s Pizza, Inc. | The Cheesecake Factory, Inc. | | Brinker International, Inc. | Jack in the Box Inc. | The Wendy’s Company | | Chipotle Mexican Grill, Inc. | McDonald's Corporation | Wingstop Inc. | | Cracker Barrel Old Country Store, Inc. | Shake Shack, Inc. | YUM! Brands, Inc. |
2023 Performance-based Units
2023 Performance-based Units Performance-based units granted in 2023 paid out at 0% of target as relative TSR over the period of 2023-2025 was below the 25th percentile compared to the performance peers selected for the 2023 grant. 8. Compensation of Chief Executive Officer In connection with his appointment as President and CEO, the Company entered into an employment agreement with Mr. Penegor on July 31, 2024 (the “Employment Agreement”). The Employment Agreement has a four-year term expiring on June 30, 2028. The Employment Agreement provides (i) for a minimum annual base salary of $1,000,000, (ii) an annual cash incentive opportunity with a target set at 150% of base salary, and (iii) annual equity awards opportunities applicable to the Company’s executive officers. Under his Employment Agreement, his initial annual equity awards granted in fiscal year 2024 under the Company’s long-term incentive program had a target grant-date fair value of at least $5 million (pro-rated to $2.5 million in 2024), made in the same allocation of grant types as awarded to other executive officers of the Company. In February 2025, the Compensation Committee approved an increase to Mr. Penegor’s annual equity award to $5.3 million that was effective with his annual long-term incentive grant on March 3, 2025. During the term of the Employment Agreement, any base salary increases, and the amount, performance criteria and terms of bonus awards and equity awards are at the discretion of the Compensation Committee of the Board. In addition, Mr. Penegor received a cash transition bonus of $250,000 payable in 2025, based upon the achievement of non-financial performance objectives related to the satisfaction of transition goals and responsibilities established by the Compensation Committee. The Compensation Committee determined that Mr. Penegor satisfied these transition goals and he received this bonus in January 2025. Mr. Penegor also received certain relocation benefits consistent with the Company’s policy for executive officers, plus an additional $150,000 payment to cover relocation and moving expenses. Relocation benefits are “grossed up” to cover applicable taxes per the Company’s standard policy for employees. 9. Compensation of Other NEOs The Compensation Committee made certain compensation adjustments for promotions and market adjustments.
Promotions and Market Adjustments
Promotions and Market Adjustments In March 2025, Mr. Thanawala received a market adjustment to his annual LTIP equity award to increase it from $1.5 million to $1.6 million. In connection with Mr. Thanawala’s promotion to Chief Financial Officer and President, North America on November 17, 2025, the Committee approved (i) an increase to his base salary from $675,000 to $700,000 and (ii) an increase in his target annual bonus opportunity from 75% to 100% of his base salary, which was prorated for his time in service in 2025. In March 2025, Ms. Oyler received a market adjustment to her annual LTIP equity award to increase it from $550,000 to $600,000. On June 5, 2025, Ms. Oyler was promoted to Chief Administrative Officer and Corporate Secretary. The Committee approved an increase to her base salary from $525,000 to $575,000 and (ii) an increase to her annual LTIP award from a target grant-date fair value of $600,000 to a target grant-date fair value of $650,000 and a one-time award of restricted stock with a target grant-date fair value of $100,000, subject to her continued service with the Company. 10. Compensation Risk Assessment On an annual basis, we review and analyze whether our compensation plans, policies, and practices pose material risks. Following this analysis in 2025, the Compensation Committee agreed with management’s assessment that the approved compensation plans do not pose any risks that are reasonably likely to have a material adverse effect on the Company. The Committee believes our compensation plans, policies, and practices are designed to reward performance tied to the achievement of the Company’s short and long-term goals. The metrics used to determine the amount of compensation earned by our NEOs are determined by the Company’s objective performance and reported results and are consistent with the Company’s long-term strategic plan.
Practices Regarding the Grant of Equity Awards
Practices Regarding the Grant of Equity Awards All equity awards are granted under a shareholder-approved plan and stock options are granted at an exercise price at the closing market price of the Company’s common stock on the date of the grant. Equity awards, including stock options, are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of option or other equity grant dates. We have not issued stock options since 2019.
Severance and Change of Control Benefits
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: (i) recruiting and retaining qualified executives; (ii) clarifying terms of employment and reducing the risk of employment disputes; and (iii) 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 and Change of Control Benefits
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Severance and Change of Control Benefits
| TABLE OF CONTENTS | EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS | |
Severance Pay Plan
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 SVP and above 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 Plan
Change of Control Severance Plan Under the Company’s Amended and Restated Change of Control Severance Plan, as amended (the “Change of Control Severance 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. 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:
Change of Control Severance Plan
| Executive Officer | Ownership Guideline as a Multiple of Base Salary (x) | | Chief Executive Officer | 5.0x | | All other Executive Officers | 3.0x |
Change of Control Severance Plan
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: •stock personally or otherwise beneficially owned directly or indirectly; •stock equivalent units held in our nonqualified deferred compensation plan; •stock held in a 401(k) account or other qualified retirement account, such as an IRA; and •unvested restricted stock (excluding performance-based units). The Compensation Committee reviews the stock ownership guidelines on an annual basis. As of December 28, 2025, all current NEOs were in compliance with the equity holding requirement of the guidelines and have met or are on track to meet the ownership requirements within the time period required by the guidelines (based on the date the executive officer became subject to the ownership requirement).
Change of Control Severance Plan
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Change of Control Severance Plan
| | EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS | TABLE OF CONTENTS |
Change of Control Severance Plan
13. Tax and Accounting Policies The deductibility of compensation expense under Code Section 162(m) of the Internal Revenue Code has not been a material consideration for our Compensation Committee based on the levels and types of compensation we pay. Code Section 162(m) generally limits the U.S. federal income tax deduction for compensation paid to our NEOs to $1,000,000 per covered employee. The Committee will continue to consider tax implications in making compensation decisions and, when believed to be in the best long-term interests of our stockholders, may provide compensation that is not fully deductible. We expense the cost of employee stock-based compensation in accordance with the fair value method contained in the Financial Accounting Standards Board Accounting Standards Codification “Compensation — Stock Compensation” (which we refer to as the ASC Stock Compensation Topic). We recorded stock-based compensation expense of $15.0 million in 2025, $9.6 million in 2024, and $17.9 million in 2023. As a result, the expense related to equity compensation has been and will continue to be a material consideration in our overall compensation program design. Compensation Committee Report The Compensation Committee of the Board has reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement. In reliance on the review and discussions referred to above, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 28, 2025, and in this Proxy Statement.
COMPENSATION COMMITTEE
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5) | Total ($) | | Todd A. Penegor President and Chief Executive Officer | 2025 | 1,000,000 | 250,000 | 5,300,026 | — | 1,585,500 | — | 307,427 | 8,442,953 | | | 2024 | 415,385 | — | 3,750,034 | — | 418,085 | — | 233,226 | 4,816,730 | | Ravi Thanawala Chief Financial Officer & President, North America | 2025 | 677,885 | — | 1,599,984 | — | 558,736 | — | 14,000 | 2,850,605 | | | 2024 | 691,962 | 412,500 | 2,330,945 | — | 452,826 | — | 13,938 | 3,902,171 | | | 2023 | 265,385 | 412,500 | 2,250,067 | — | 96,860 | — | 96,513 | 3,121,325 | | Kevin Vasconi Chief Digital & Technology Officer | 2025 | 550,000 | — | 799,992 | — | 436,013 | — | 14,000 | 1,800,005 | | | 2024 | 169,231 | 50,000 | 974,991 | — | 85,165 | — | 846 | 1,280,233 | | Caroline Miller Oyler Chief Administrative Officer, Corporate Secretary | 2025 | 553,270 | — | 729,956 | — | 438,604 | — | 14,000 | 1,735,830 | | | 2024 | 518,077 | — | 1,197,703 | — | 260,722 | — | 13,800 | 1,990,302 | | | 2023 | 492,404 | — | 499,968 | — | 179,718 | — | 13,312 | 1,185,402 | | Joseph Sieve Former Chief Restaurant & Global Development Officer | 2025 | 482,404 | — | 725,006 | — | 381,947 | — | 14,000 | 1,603,357 | | | 2024 | 496,443 | — | 1,069,005 | — | 249,835 | — | 13,800 | 1,829,083 | | | 2023 | 427,789 | — | 381,041 | — | 156,415 | — | 13,200 | 978,445 |
Separation of Joe Sieve
| | Summary Compensation Table Total for PEO 1 ($)(1) | Compensation Actually Paid to PEO 1 ($)(1)(2)(3) | Summary Compensation Table Total for PEO 2 ($)(1) | Compensation Actually paid to PEO 2 ($)(1)(2)(3) | Summary Compensation Table for PEO 3 ($)(1) | Compensation Actually Paid to PEO 3 ($)(1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2)(3) | | Year | | | | | | | | | | 2025 | — | — | — | — | 8,442,953 | 7,330,363 | 1,997,484 | 1,688,243 | | 2024 | 369,231 | (4,133,579) | 3,902,171 | 1,704,625 | 4,816,729 | 3,646,263 | 1,909,692 | 985,959 | | 2023 | 6,780,126 | 3,238,710 | — | — | — | — | 1,532,046 | 909,952 | | 2022 | 5,635,061 | (1,661,259) | — | — | — | — | 1,252,937 | 327,652 | | 2021 | 7,239,979 | 14,304,977 | — | — | — | — | 1,790,153 | 2,875,770 |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) and Peer Group TSR
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 PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the five 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
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 five most recently completed fiscal years.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
| 52 2026 Proxy Statement | Papa John’s International, Inc. |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
| TABLE OF CONTENTS | EXECUTIVE COMPENSATION | |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA 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 Adjusted EBITDA during the five most recently completed fiscal years.
Annual Equity Grant:(1)
| Name | Fees Earned or Paid in Cash ($) | Deferred Stock Unit Awards ($)(1) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | Total ($) | | Christopher L. Coleman | 169,500 | 220,028 | — | 389,528 | | John W. Garratt | 125,050 | 135,013 | — | 260,063 | | Stephen L. Gibbs | 100,000 | 135,013 | — | 235,013 | | Laurette T. Koellner | 125,000 | 135,013 | — | 260,013 | | Jocelyn C. Mangan | 104,000 | 135,013 | — | 239,013 | | Sonya E. Medina | 104,000 | 135,013 | — | 239,013 | | John C. Miller | 92,000 | 135,013 | — | 227,013 | | Anthony M. Sanfilippo2 | 16,197 | — | — | 16,197 |