Papa John‘s International, Inc.
PAPA JOHNS INTERNATIONAL INC (Form: DEF 14A, Received: 03/25/2015 08:02:33)

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TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

 

Papa John's International, Inc.

(Name of Registrant as Specified In Its Charter)

 

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Table of Contents

GRAPHIC

Notice of Annual Meeting of Stockholders

 

Wednesday, April 29, 2015
11:00 a.m.
  Papa John's International, Inc.
2002 Papa John's Boulevard
Louisville, Kentucky

Items of Business

Election of the three directors nominated by the Board of Directors named in the attached Proxy Statement;
Ratification of the selection of Ernst & Young LLP as the Company's independent auditors for 2015;
Advisory approval of the Company's executive compensation; and
Such other business as may properly come before the meeting or any adjournment or postponement thereof.

Record Date     March 9, 2015

A Proxy Statement describing matters to be considered at the Annual Meeting is attached to this Notice. Only stockholders of record at the close of business on March 9, 2015, are entitled to receive notice of and to vote at the meeting or any adjournment or postponement thereof.

Stockholders are cordially invited to attend the meeting. Following the formal items of business to be brought before the meeting, we will discuss our 2014 results and answer your questions. Please join us after the meeting for a slice of Papa John's pizza!

Thank you for your continued support of Papa John's. We look forward to seeing you on April 29.

By Order of the Board of Directors,

GRAPHIC

John H. Schnatter    
Founder, Chairman, President and Chief Executive Officer   March 25, 2015                        

 

Internet   Telephone   Mail   In Person
             

GRAPHIC
 
GRAPHIC
 
GRAPHIC
 
GRAPHIC
             
Visit the Web site noted on your proxy card to vote via the Internet.   Use the toll-free telephone number on your proxy card to vote by telephone.   Sign, date and return your proxy card in the enclosed envelope to vote by mail.   Attend the meeting in person.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 29, 2015 — this Proxy Statement and the Papa John's 2014 Annual Report are available at www.papajohns.com/investor.


Table of Contents

TABLE OF CONTENTS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  1

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

 
3

Who is entitled to vote at the Annual Meeting?

  3

What are my voting rights?

  3

How many shares must be present to hold the Annual Meeting?

  3

What is the difference between a stockholder of record and a "street name" holder?

  3

How can I submit my proxy?

  3

How do I vote if I hold shares in the Papa John's International, Inc. 401(k) Plan?

  4

What does it mean if I receive more than one set of proxy materials?

  4

Can I vote my shares in person at the Annual Meeting?

  4

How does the Board recommend that I vote?

  4

What if I do not specify how I want my shares voted?

  4

Can I change my vote after submitting my proxy?

  5

What vote is required to approve each item of business included in the Notice of Annual Meeting?

  5

What is householding?

  5

Who pays for the cost of proxy preparation and solicitation?

  6

CORPORATE GOVERNANCE

 
7

Majority Voting Standard for Director Elections

  7

Code of Ethics and Business Conduct

  7

Director Independence

  8

Board Leadership Structure and Risk Management

  8

Lead Independent Director

  9

Meetings of the Board of Directors

  9

Committees of the Board of Directors

  10

Communications with the Board

  12

Nominations for Directors

  12

ITEM 1. ELECTION OF DIRECTORS

 
14

Nominees for Election to the Board

  14

Directors Continuing in Office

  15

EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS

 
17

Summary Compensation Table

  30

Grants of Plan-Based Awards

  31

Outstanding Equity Awards at Fiscal Year-End

  33

Option Exercises and Stock Vested

  34

Nonqualified Deferred Compensation

  35

Change in Control and Termination Payments

  35

Director Compensation

  38

Table of Contents

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  41

Compensation Committee Interlocks and Insider Participation

  41

Approval of Related Person Transactions

  41

Transactions with Related Persons

  42

AUDIT COMMITTEE REPORT

 
44

ITEM 2. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS

 
46

ITEM 3. ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION

 
47

OTHER MATTERS

 
48

Section 16(a) Beneficial Ownership Reporting Compliance

  48

Stockholder Proposals for the 2015 Annual Meeting

  48

Other Business

  48

Annual Report

  48

Table of Contents

Proxy Statement

The Board of Directors (the "Board") of Papa John's International, Inc. (the "Company") is soliciting proxies for use at the Annual Meeting of Stockholders to be held on April 29, 2015 at the Company's corporate offices located at 2002 Papa John's Boulevard, Louisville, Kentucky, and at any adjournment or postponement of the meeting. This Proxy Statement and the enclosed proxy card are first being mailed or given to stockholders on or about March 25, 2015.

At the Annual Meeting, stockholders will be asked to vote on the matters outlined in the Notice of Annual Meeting of Stockholders. These include the election of three directors to the Board of Directors; ratification of the selection of the Company's independent auditors for 2015; and an advisory approval of the Company's executive compensation.

Security Ownership of Certain Beneficial Owners and Management

LOGO

The following table sets forth certain information as of March 9, 2015 (except as noted otherwise), with respect to the beneficial ownership of common stock by (i) Mr. Schnatter and each of the other 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 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.

Name of Beneficial Owner




Amount and Nature of
Beneficial Ownership(1)(2)





Percent of
Common Stock
Outstanding



John H. Schnatter
P.O. Box 991339, Louisville, KY 40269

    11,183,720 (3)   27.6 %

Norborne P. Cole, Jr.

  73,569   *  

Christopher L. Coleman

    10,136     *  

Philip Guarascio

  46,109   *  

Olivia F. Kirtley

    181,851 (4)   *  

Laurette T. Koellner

  3,440 (5) *  

Robert C. Kraut

    9,391     *  

Timothy C. O'Hern

  53,432 (6) *  

Steve M. Ritchie

    52,893 (7)   *  

Mark S. Shapiro

  38,724   *  

W. Kent Taylor

    31,516     *  

Lance F. Tucker

  42,043 (8) *  

All 12 directors and executive officers as a group

    11,726,824 (9)   29.0 %
*
Represents less than one percent of class.
2015 Proxy Statement       1

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PROXY STATEMENT

Other 5% Beneficial Owners




Amount and Nature of
Beneficial Ownership(1)





Percent of
Common Stock
Outstanding



BlackRock Inc. (10)
55 East 52 nd  Street
New York, NY 10022

    2,747,596     6.8 %

Neuberger Berman Group LLC (11)
605 Third Avenue
New York, NY 10158



 
2,047,645   5.1 %
(1)
Based upon information furnished to the Company by the named persons and information contained in filings with the Securities and Exchange Commission ("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.

(2)
Includes the following shares subject to options exercisable within 60 days after March 9, 2015, and time-based restricted stock over which the named persons have sole voting power.

Name


Options
exercisable
within 60 days





Restricted
Stock


Name



Options
exercisable
within 60 days




Restricted
Stock
 
John H. Schnatter     620,838     22,593   Robert C. Kraut     2,493     6,359  
Norborne P. Cole, Jr.   37,176   3,613   Timothy C. O'Hern   21,117   6,126  
Christopher L. Coleman     5,988     2,690   Steve M. Ritchie     18,270     14,700  
Philip Guarascio   14,752   1,879   Mark S. Shapiro   25,214   2,540  
Olivia F. Kirtley     35,820     2,540   W. Kent Taylor     21,360     2,540  
Laurette T. Koellner     1,890   Lance F. Tucker   15,952   8,331  
(3)
Includes 129,000 shares held in a 501(c)(3) charitable foundation of which Mr. Schnatter has both voting and investment power, and 31,194 shares owned by Mr. Schnatter's spouse.

(4)
Ms. Kirtley also holds units deemed invested in 65,563 shares of common stock through a deferred compensation plan provided by the Company, 45,642 of which are distributable in an equivalent number of shares of common stock within 60 days of termination of service on the Board and are included in the shares reported, and 19,921 of which are not included in the shares reported.

(5)
Ms. Koellner also holds units deemed invested in 276 shares of common stock through a deferred compensation plan provided by the Company, all of which are distributable in an equivalent number of shares of common stock within 60 days of termination of service on the Board and are included in the shares reported.

(6)
Includes 4,596 shares owned by Mr. O'Hern's spouse of which 2,525 are options exercisable within 60 days after March 9, 2015, 284 are restricted stock, and 230 are held in the 401(k) Plan. Mr. O'Hern also holds units deemed invested in 1,408 shares of common stock through a deferred compensation plan provided by the Company, which are not included in the shares reported.

(7)
Includes 398 shares owned by Mr. Ritchie's spouse of which 147 are options exercisable within 60 days after March 9, 2015, and 251 are restricted stock.

(8)
Mr. Tucker also holds units deemed invested in 3,375 shares of common stock through a deferred compensation plan provided by the Company, which are not included in the shares reported.

(9)
Includes 821,652 shares subject to options exercisable within 60 days, 76,336 shares of unvested restricted stock and 45,918 shares which may be acquired within 60 days of termination of service under the deferred compensation plan, held by all directors and executive officers. Holders of units deemed invested in common stock under the deferred compensation plan have no voting or investment power over any of these units.

(10)
All information regarding BlackRock Inc. and its affiliates is based on an Amendment to Schedule 13G filed with the SEC on January 29, 2015 by BlackRock, Inc. BlackRock has sole power to vote 2,661,850 shares and has sole dispositive power over all shares indicated above.

(11)
All information regarding Neuberger Berman Group LLC and its affiliates is based on a Schedule 13G filed with the SEC on February 12, 2015 by Neuberger Berman Group LLC, Neuberger Berman LLC and Neuberger Berman Management LLC. Of the shares indicated, each of Neuberger Berman Group LLC and Neuberger Berman LLC have shared voting power over 2,042,345 shares and shared dispositive power of all shares. Neuberger Berman Management LLC has shared voting and dispositive power over 1,846,845 shares.
2       2015 Proxy Statement

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Questions and Answers About the Annual Meeting and Voting

Who is entitled to vote at the Annual Meeting?

The Board has set March 9, 2015, as the record date ("Record Date") for the Annual Meeting. If you were a stockholder of record at the close of business on the Record Date, you are entitled to vote at the meeting. As of the Record Date, 39,881,156 shares of common stock, representing all of our voting stock, were issued and outstanding and eligible to vote at the meeting.

What are my voting rights?

Holders of our common stock are entitled to one vote per share. There are no cumulative voting rights.

How many shares must be present to hold the Annual Meeting?

In accordance with the Company's amended and restated bylaws, shares equal to a majority of the voting power of the outstanding shares of common stock entitled to vote as of the Record Date must be present at the Annual Meeting in order to hold the meeting and conduct business. This is called a quorum. Shares are counted as present at the meeting if:

you are present and vote in person at the meeting; or

you have properly and timely submitted your proxy as described below under "How can I submit my proxy?"

Abstentions and broker "non-votes" are counted as present and entitled to vote for purposes of determining whether a quorum exists. A broker "non-vote" occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee has not received voting instructions from the beneficial owner and does not have discretionary voting power with respect to that item.

What is the difference between a stockholder of record and a "street name" holder?

If your shares are registered directly in your name, you are considered the stockholder of record with respect to those shares. If your shares are held in a brokerage account or by a bank, trust or other nominee, then you are considered the beneficial owner of those shares. In that case, your shares are said to be held in "street name." Street name holders generally cannot vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares using the method described below under "How can I submit my proxy?"

How can I submit my proxy?

You can designate a proxy to vote stock you own. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. When you designate a proxy, you also may direct the proxy how to vote your shares. Two Company officers, Caroline Miller Oyler and Clara M. Passafiume, have been designated as proxies for the Company's 2015 Annual Meeting of Stockholders.

If you are a stockholder of record, you can submit a proxy to be voted at the Annual Meeting in any of the following ways:

electronically, using the Internet;

over the telephone by calling a toll-free number; or

by completing, signing and mailing the enclosed proxy card.
2015 Proxy Statement       3

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

The Internet and telephone voting procedures have been set up for your convenience. These procedures have been designed to authenticate your identity, allow you to give voting instructions, and confirm that those instructions have been recorded properly. When you vote by Internet or telephone, you reduce the Company's mailing and handling expenses. If you are a stockholder of record and would like to submit your proxy by Internet or telephone, please refer to the specific instructions provided on the enclosed proxy card. If you wish to vote using a paper proxy card, please return your signed proxy card promptly to ensure we receive it before the Annual Meeting.

If you hold your shares in street name, you must vote your shares in the manner prescribed by your broker, bank, trust or other nominee. Your broker, bank, trust or other nominee has enclosed or otherwise provided a voting instruction card for you to use in directing the broker, bank, trust or other nominee how to vote your shares. In many cases, you may be permitted to submit your voting instructions by Internet or telephone.

How do I vote if I hold shares in the Papa John's International, Inc. 401(k) Plan?

If you hold shares of the Company's common stock in the Papa John's International, Inc. 401(k) Plan, please refer to the voting instructions provided by the plan's trustee. Your voting instructions must be received by the plan trustee at least three days prior to the Annual Meeting in order to be counted. If you do not timely direct the plan trustee how to vote, the trustee will vote your shares in the same proportion as those shares for which the trustee received direction.

What does it mean if I receive more than one set of proxy materials?

If you receive more than one set of proxy materials or multiple control numbers for use in submitting your proxy, it means that you hold shares registered in more than one account. To ensure that all of your shares are voted, sign and return each proxy card or voting instruction card you receive or, if you submit your proxy by Internet or telephone, vote once for each card or control number you receive.

Can I vote my shares in person at the Annual Meeting?

If you are a stockholder of record, you may vote your shares in person at the Annual Meeting by completing a ballot at the Annual Meeting. Even if you currently plan to attend the Annual Meeting, the Company recommends that you also submit your proxy as described above so your vote will be counted if you later decide not to attend the Annual Meeting. If you submit your vote by proxy and later decide to vote in person at the Annual Meeting, the vote you submit at the Annual Meeting will override your proxy vote.

If you are a street name holder, you may vote your shares in person at the Annual Meeting only if you obtain and bring to the Annual Meeting a signed letter or other form of proxy from your broker, bank, trust or other nominee giving you the right to vote the shares at the Annual Meeting.

If you are a participant in the Company's 401(k) Plan, you may submit voting instructions as described above, but you may not vote your shares held in the Company's 401(k) Plan in person at the Annual Meeting.

How does the Board recommend that I vote?

The Board of Directors recommends a vote:

FOR each of the nominees for director;

FOR the ratification of the selection of Ernst & Young LLP as the independent auditors of the Company for the fiscal year ending December 27, 2015; and

FOR the advisory approval of the Company's executive compensation.

What if I do not specify how I want my shares voted?

If you are a stockholder of record and submit a signed proxy card or submit your proxy by Internet or telephone but do not specify how you want to vote your shares on a particular item, your shares will be voted by the proxies in accordance with the Board's recommendations.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

If you are a street name holder and hold your shares with a broker, and do not instruct your broker as to how to vote, your shares may be voted by your broker in its discretion on the proposal to ratify the independent auditors. As described below, your broker does not have discretion to vote your uninstructed shares on the remaining proposals.

Your vote is important. The Company urges you to vote, or to instruct your broker, bank, trust or other nominee how to vote, on all matters before the Annual Meeting.

Can I change my vote after submitting my proxy?

If you are a stockholder of record, you may revoke your proxy and change your vote at any time before your proxy is voted at the Annual Meeting, in any of the following ways:

by submitting a later-dated proxy by Internet or telephone before the deadline stated on the enclosed proxy card;

by submitting a later-dated proxy to the Corporate Secretary of the Company, which must be received by the Company before the time of the Annual Meeting;

by sending a written notice of revocation to the Corporate Secretary of the Company, which must be received by the Company before the time of the Annual Meeting; or

by voting in person at the Annual Meeting.

If you are a street name holder, you may change your vote only if you comply with the procedures contained in the voting instructions provided to you by your broker, bank, trust or other nominee.

If you are a participant in the Company's 401(k) Plan, you may change your vote only if you comply with the procedures contained in the voting instructions provided by the plan's trustee.

What vote is required to approve each item of business included in the Notice of Annual Meeting?

A majority of votes cast at the meeting is required to elect directors. A majority of the votes cast means that the number of shares voted "FOR" a director must exceed the number of votes cast "AGAINST" that director (with abstentions and broker non-votes not counted as a vote cast with respect to that director) in order for the director to be elected. The affirmative vote of a majority of the shares present in person or by proxy and entitled to vote on the matter is required to ratify the selection of our independent auditors, and for the advisory approval of the Company's executive compensation. In determining whether these proposals have received the requisite number of affirmative votes, abstentions will not be counted and will have the same effect as a vote against the proposal.

If your shares are held by a broker, bank, trust or other nominee, that entity will ask you how you want your shares to be voted. If you give instructions, your shares will be voted as you direct. If you do not give instructions, one of two things can happen, depending on the type of proposal. For the ratification of the independent auditors, the broker, bank, trust or other nominee may vote your shares in its discretion. For all other proposals, the broker, bank, trust or other nominee may not vote your shares at all.

What is householding?

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement or annual report, as applicable, addressed to those stockholders. This process, which is commonly referred to as "householding," potentially provides extra convenience for stockholders and cost savings for companies. Brokers household our proxy materials and annual reports, delivering a single proxy statement and annual report to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders.

If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement or annual report, or if you are receiving multiple copies of either document and wish to receive only one, please contact the bank, broker or nominee directly or contact us at P. O. Box 99900, Louisville, Kentucky 40269-0900, Attention: Corporate Secretary or via telephone at (502) 261-7272. We will deliver promptly upon written or oral request a separate copy of our annual report and/or proxy statement to a stockholder at a shared address to which a single copy of either document was delivered.

2015 Proxy Statement       5

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Who pays for the cost of proxy preparation and solicitation?

The accompanying proxy is solicited by the Board of Directors of the Company. This Proxy Statement is being mailed to the stockholders on or about March 25, 2015 concurrently with the mailing of the Company's 2014 Annual Report to Stockholders. We have also retained the firm of Georgeson, Inc. to aid in the solicitation of brokers, banks, institutional and other stockholders for a fee of approximately $6,500, plus reimbursement of expenses. All costs of the solicitation of proxies will be borne by the Company. The Company pays for the cost of proxy preparation and solicitation, including the reasonable charges and expenses of brokerage firms, banks, trusts or other nominees for forwarding proxy materials to street name holders. The Company is soliciting proxies primarily by mail. In addition, the Company's directors, officers and regular employees may solicit proxies by telephone or facsimile or personally. The Company's directors, officers and regular employees will receive no additional compensation for these services other than their regular compensation.

6       2015 Proxy Statement

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Corporate Governance

Principles of corporate governance that guide the Company are set forth in the Company's Board of Director 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 "Corporate 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 bylaws 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 Chairman 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 employees 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 a means for employees, customers, suppliers, stockholders and other interested parties 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 weakness in the Company's accounting, audit or internal controls, financial statements and records; or

misconduct by any member of the Company's senior management.

Any employee, stockholder, or interested party may contact the Company's Senior Vice President, General Counsel, or submit a confidential, anonymous report by following procedures established by the Company, approved by the Corporate Governance and Nominating Committee of the Company's Board of Directors and communicated to team members from time to time. Any employee, stockholder or interested party may also learn about these procedures for reporting issues and concerns by visiting our website at www.papajohns.com, by first clicking "Investor Relations" and then "Corporate Governance."

2015 Proxy Statement       7

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CORPORATE GOVERNANCE

Director Independence

The Board of Directors has determined that the following seven of the Company's eight current directors are "independent" as defined by applicable law and NASDAQ listing standards: Ms. Olivia F. Kirtley, Ms. Laurette T. Koellner and Messrs. Norborne P. Cole, Jr., Christopher L. Coleman, Philip Guarascio, Mark S. Shapiro, and W. Kent Taylor. 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."

Based on such standards, John H. Schnatter is not independent because he is an executive officer of the Company.

Ms. Kirtley, Chairman of the Audit Committee and a member of the Compensation Committee, is a member of the board of directors of U.S. Bancorp. We have a banking relationship with U.S. Bancorp that predates Ms. Kirtley's appointment to the U.S. Bancorp board of directors. Ms. Kirtley is also a member of the board of directors of Delta Dental. Based on a comprehensive request for proposal in 2009, the Company chose Delta Dental as its dental insurance carrier. The Board reviewed these relationships and determined that they do not impact Ms. Kirtley's independence or her business judgment.

Mr. Shapiro, Chairman of the Corporate Governance & Nominating Committee and a member of the Audit Committee, accepted a position as Chief Content Officer with IMG, a global sports and media business, during 2014. We have a business relationship with IMG for talent agency representation that predates Mr. Shapiro's employment with IMG. The Board reviewed this relationship and determined that the dollar amount of the relationship between the Company and IMG is immaterial to IMG compared to IMG's gross revenues, and that the relationship does not impact Mr. Shapiro's independence or his business judgment. We also provide an immaterial amount of print services to IMG under a pre-existing business relationship in the ordinary course of business of our subsidiary Preferred Marketing Solutions, Inc. The Board reviewed this relationship and determined that it does not impact Mr. Shapiro's independence or his business judgment.

Board Leadership Structure and Risk Management

Our Board of Directors is committed to the highest standards of corporate governance. As stated in our Corporate Governance Guidelines, our Board has determined that it is in the best interests of the Company and our stockholders for both the positions of Chairman of the Board and Chief Executive Officer to be held by our Founder, John Schnatter, at this time. If circumstances change in the future, the Board may determine that these positions should be separated. This policy allows the Board to evaluate regularly whether the Company is best served at any particular time by having the Founder and Chief Executive Officer or another director hold the position of Chairman. Our Board considers this issue carefully in light of the structure the Board believes will be in the best interest of the Company and our stockholders. The positions are currently combined, but were separate during the years of 2005 through 2008.

The Board of Directors believes that Mr. Schnatter is best suited to serve as Chairman because, as our Founder, he is the director most familiar with our business, industry and our franchise system, and can lead the Board in identifying and prioritizing our strategies and initiatives. The combined role facilitates communication between the Board and management and facilitates development and implementation of our Board approved corporate strategy. We believe this current leadership structure is effective. Our non-management directors and management have different perspectives and roles in business and strategy development. Our independent directors bring experience, oversight and expertise from outside the Company and industry, while Mr. Schnatter offers specific Company and industry experience and expertise.

Under our Corporate Governance Guidelines, our independent directors elect a lead independent director. The Board believes the combined role of Chairman and Chief Executive Officer, together with an independent lead director having the duties described below, is in the best interests of stockholders at this time because it provides the appropriate balance between strategy development and independent oversight of management.

Our Board has three standing committees — Audit, Compensation, and Corporate Governance and Nominating. Each of the Board committees is comprised solely of independent directors, with each of the three committees having a separate chair. See "Committees of the Board of Directors" below for a description of each of these Board committees and its members. 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

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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. At the committee level, risks are reviewed and addressed as follows:

The Audit Committee oversees management of financial risks and the Company's Enterprise Risk Management program, reporting on such matters to the full Board. The Audit Committee's agendas include discussions of individual risk areas throughout the year, and through its oversight of Enterprise Risk Management, the Audit Committee monitors management's responsibility to identify, assess, manage and mitigate risks. Our Enterprise Risk Management program, with oversight of the Audit Committee and a cross-functional management level Enterprise Risk Management team, helps establish a culture of managing and mitigating risk and coordination of risk management between our executive team and the Board.

The Compensation Committee is responsible for overseeing the management of risks relating to the Company's compensation plans and arrangements. 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.

While each committee is responsible for evaluating and overseeing the management of such risks, the Board of Directors is regularly informed through committee reports about such risks. In addition, the Board and the committees receive regular reports from the Chief Executive Officer, Chief Financial Officer, General Counsel and other Company officers with roles in managing risks.

Lead Independent Director

Our independent directors elected Norborne P. Cole, Jr. to serve as the lead independent director of the Board. The lead independent director has the duties and responsibilities, as approved by the Board's Corporate Governance and Nominating Committee, to perform the following functions:

preside at meetings of the Board in the absence of or when requested to do so by the Chairman;

serve as ex officio member of all standing Board Committees;

serve formally as liaison between the non-management Board members and the Founder, Chairman, President and Chief Executive Officer;

establish the dates, agendas and schedules for each Board meeting, in consultation with the Founder, Chairman, President and Chief Executive Officer;

monitor information sent to the Board for quality, quantity and timeliness and discuss this information with the Founder, Chairman, President and Chief Executive Officer;

as needed, call sessions of the independent directors and work with the other independent directors to establish the agenda for those sessions; and

make himself available for consultation with and direct communication from major stockholders.

Meetings of the Board of Directors

The Board held seven meetings in 2014. Each director attended at least 75% of the meetings of the Board and the Board committees on which he or she served during the period of service in 2014.

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Meetings of the Independent Directors

At both the Board and committee levels, the Company's independent directors meet in regular executive sessions in which members of management do not participate. These sessions typically occur in conjunction with regularly scheduled Board or committee meetings. The lead independent director chairs executive sessions of the Board of Directors.

Annual Meetings of Stockholders

The Company strongly encourages each of its directors to attend each Annual Meeting of the Company's stockholders whenever attendance does not unreasonably conflict with the director's other business and personal commitments. All of our directors attended the 2014 Annual Meeting of Stockholders either in person or telephonically, except for Kent Taylor who could not attend due to a prior commitment.

Committees of the Board of Directors

The Board has three standing committees to facilitate and assist the Board in the execution of its responsibilities: the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee. In accordance with NASDAQ listing standards, all of the committees are comprised solely of independent directors. Charters for each of our committees are available on the Company's website at www.papajohns.com by first clicking on "Investor Relations" and then "Corporate Governance." The charter of each committee is also available in print to any stockholder who requests it.

The current composition of each Board Committee and the number of Board and Committee meetings held in 2014 are set forth below:

Director

Audit
Committee


Compensation
Committee


Corporate
Governance &
Nominating
Committee




Board of Directors

John H. Schnatter

              Chair

Norborne P. Cole, Jr.

    Chair     Lead Independent
Director

Christopher L. Coleman

  X       X   X

Philip Guarascio

      X   X

Olivia F. Kirtley

  Chair   X       X

Laurette T. Koellner

  X     X   X

Mark S. Shapiro

  X       Chair   X

W. Kent Taylor

    X     X

Fiscal 2014 Meetings

 

5

 

7

 

4

 

7

Audit Committee

The Audit Committee's purpose is to assist the Board in fulfilling its oversight responsibilities for the accounting, financial reporting and internal control functions of the Company and its subsidiaries. The Audit Committee is responsible for the appointment, compensation and retention of the independent auditors and oversees the performance of the internal auditing function and the Company's compliance program with respect to legal and regulatory requirements and risk management. The Audit Committee meets with management and the independent auditors to review and discuss the annual audited and quarterly unaudited financial statements, reviews the integrity of our accounting and financial reporting processes and audits of our financial statements, and prepares the Audit Committee Report included in this Proxy Statement. The responsibilities of the Audit Committee are more fully described in the Audit Committee's Charter.

As previously noted, each member of the Audit Committee is independent as determined by the Company's Board of Directors, based upon applicable laws and regulations and NASDAQ listing standards. In addition, the Board has

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determined that each of Ms. Kirtley, the Chair of the Audit Committee, Ms. Koellner and Mr. Coleman is an "audit committee financial expert" as defined by SEC rules.

Compensation Committee

The Compensation Committee oversees the Company's compensation programs and is responsible for overseeing and making recommendations to the Board of Directors regarding the Company's overall compensation strategies. Specifically, the Compensation Committee reviews and approves annually the compensation of the Company's executive officers, including the executive officers named in the Summary Compensation Table below (our "named executive officers" or "NEOs"). The Committee has the authority to administer our equity plans and is responsible for all determinations with respect to participation, the form, amount and timing of any awards to be granted to any such participants, and the payment of any such awards. In addition, the Committee is responsible for recommending stock ownership guidelines for the executive officers and directors, for recommending the compensation and benefits to be provided to non-employee directors, and for reviewing and approving the establishment of broad-based incentive compensation, equity-based, and retirement or other material employee benefit plans. The Committee also reviews risks, if any, created by the Company's compensation policies and practices and provides recommendations to the Board on compensation-related proposals to be considered at the Annual Meeting.

The Committee has the authority to retain compensation consultants, outside counsel and other advisers. The Committee has engaged Frederick W. Cook & Company ("F. W. Cook") to advise it and to prepare market studies of the competitiveness of components of the Company's compensation program for its senior executive officers, including the named executive officers. F. W. Cook does not provide any other services to the Company. The Committee performed an assessment of F. W. Cook's independence to determine whether the consultant is independent and, based on that assessment, determined that the firm's work has not raised any conflict of interest and the firm is independent. See "Compensation Discussion and Analysis" for a further description of the Compensation Committee's use of F. W. Cook during 2014, as well as the role of our executive officers in determining or recommending the amount or form of compensation paid to our named executive officers during 2014, and the Committee's process in setting compensation.

The responsibilities of the Compensation Committee are more fully described in the Committee's Charter.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee assists the Board in identifying qualified individuals for service as directors of the Company and as Board committee members. In addition, the Committee develops and monitors the process for evaluating Board effectiveness and oversees the development and administration of the Company's corporate governance policies. The Corporate Governance and Nominating Committee recommended the nomination of three directors for election to the Board at the 2015 Annual Meeting.

As provided in its charter, the Corporate Governance and Nominating Committee leads the search for qualified candidates to serve as new directors, evaluates incumbent directors before recommending renomination, and recommends all such approved candidates to the Board for appointment or nomination to the Company's stockholders. The Corporate Governance and Nominating Committee selects as candidates for appointment or nomination individuals of high personal and professional integrity and ability who can contribute to the Board's effectiveness in serving the interests of the Company's stockholders. The Corporate Governance and Nominating Committee oversees the Company's compliance program with respect to the Company's Code of Ethics and Business Conduct and also reviews and approves matters pertaining to possible conflicts of interest and related person transactions. See the discussion under "Approval of Related Person Transactions" below.

The responsibilities of the Corporate Governance and Nominating Committee are more fully described in the Committee's Charter.

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Communications with the Board

Stockholders of the Company may communicate with the Board in writing addressed to:

The Secretary will review each stockholder communication. The Secretary will forward to the entire Board (or to members of a Board committee, if the communication relates to a subject matter clearly within that committee's area of responsibility) each communication that (a) relates to the Company's business or governance, (b) is not offensive and is legible in form and reasonably understandable in content, and (c) does not merely relate to a personal grievance against the Company or a team member or further a personal interest not shared by the other stockholders generally.

Nominations for Directors

Identifying Candidates

The Corporate Governance and Nominating Committee assists the Board in identifying qualified persons to serve as directors of the Company. The Committee evaluates all proposed director nominees, evaluates incumbent directors before recommending renomination, and recommends all approved candidates to the Board for appointment or nomination to the Company's stockholders.

Our Corporate Governance and Nominating Committee considers diversity in its nomination of directors to the Board, and in its assessment of the effectiveness of the Board and its committees. In considering diversity, the Corporate Governance and Nominating Committee looks at a range of different personal factors in light of the business, customers, suppliers and employees of the Company. The range of factors includes diversity of personal and business backgrounds and prior board service, financial expertise, international experience, industry experience, leadership skills, including prior management experience, and a variety of subjective factors. The Corporate Governance and Nominating Committee also considers the length of service of the Company's Board members, balancing the value of long-standing Board service with the perspective of directors more recently joining the Board. The Corporate Governance and Nominating Committee reports regularly to the full Board on its assessment of the composition and functioning of the Board. The Company has focused on assembling a group of Board members who collectively possess the skills and experience necessary to oversee the business of the Company, structure and oversee implementation of the Company's strategic plan and maximize stockholder value in a highly competitive environment. In particular, the Company relies on the skills of its Board members described under "Item 1, Election of Directors" below.

The Corporate Governance and Nominating Committee will consider candidates for election to the Board recommended by a stockholder in accordance with the Company's Certificate of Incorporation and will do so in the same manner as the Committee evaluates any other properly recommended nominee. Any nomination by a stockholder of a person for election to the Board at an annual meeting of stockholders, or a special meeting of stockholders called by the Board for the purpose of electing directors, must be received at the Company's principal offices not less than 60 days nor more than 90 days prior to the scheduled date of the meeting and must comply with certain other requirements set forth in the Company's Certificate of Incorporation.

Nominations must be addressed to the Chairman of the Corporate Governance and Nominating Committee in care of the Secretary of the Company at the Company's headquarters address listed below and must be received on a timely basis in order to be considered for the next annual election of directors:

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Director Qualifications

The Corporate Governance and Nominating Committee expects qualified candidates will have high personal and professional integrity and ability and will be able to contribute to the Board's effectiveness in serving the interests of the Company's stockholders. In addition to the factors described above, when considering the diversity of the Board, the Committee also considers qualifications that include: business experience and skills, independence, judgment, integrity, the ability to commit sufficient time and attention to Board activities, and the absence of potential conflicts with the Company's interests. The Committee considers these criteria in the context of the perceived needs of the Board as a whole and seeks to achieve and maintain the diversity of the Board. Although the Board does not establish specific goals with respect to diversity, the overall diversity of the Board is a significant consideration in the nomination process. Two of the three nominees for election at the 2015 Annual Meeting are women, and the Board's collective experience covers a range of experience across different countries and industries.

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Item 1. Election of Directors

During 2014, the Board recommended, and the stockholders approved, an amendment to the Company's Certificate of Incorporation to eliminate the classification of the Board over a three-year period. Directors elected at or before the 2014 Annual Meeting of Stockholders continue to serve out their three-year terms, but directors elected after the 2014 Annual Meeting of Stockholders will be elected to one-year terms. Therefore, an annual election of all directors will be held beginning at the 2017 Annual Meeting of Stockholders. The Board of Directors 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. Philip Guarascio has reached the age of retirement under our Corporate Governance Guidelines and is not standing for re-election at the Annual Meeting. The Board expresses appreciation to Mr. Guarascio for his many years of service to the Company. The Board has reduced the size of the Board to seven members effective immediately prior to the Annual Meeting.

Upon the recommendation of the Corporate Governance and Nominating Committee, Olivia F. Kirtley, Laurette T. Koellner, and W. Kent Taylor have been nominated as directors to serve a one-year term expiring at the 2016 Annual Meeting and until their successors are elected or appointed. The remaining four directors will continue to serve in accordance with their previous election.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES FOR DIRECTOR.

Set forth below is information concerning the nominees for election and each director whose term will continue after the 2015 Annual Meeting, and their ages as of the date of this Proxy Statement.

Nominees for Election to the Board

Name Age
Company Position or Office
Director Since
Term Expiring in 2016            
Olivia F. Kirtley   64   Director   2003
Laurette T. Koellner   60   Director   2014
W. Kent Taylor   59   Director   2011

Olivia F. Kirtley.     Ms. Kirtley, a certified public accountant, is a business consultant on strategic and corporate governance issues. She has served in this capacity during the past five years. Ms. Kirtley brings extensive experience, expertise and insight to our Board in the areas of audit, risk management and corporate governance. In addition to her expertise in audit and tax issues developed in part as a senior manager at a predecessor to Ernst & Young LLP, Ms. Kirtley also brings corporate management experience from her tenure at Vermont American Corporation, including the positions of Treasurer, Vice President Finance and Chief Financial Officer at that company. She has served as Chairman of the American Institute of Certified Public Accountants, Chairman of the AICPA Board of Examiners, and is currently President and Board Chairman of the International Federation of Accountants. Ms. Kirtley has served as a director of U.S. Bancorp since 2006 (including as the chairman of its audit committee, member of its governance, compensation and executive committees) and as a director of ResCare, Inc. since 1998 (including as the chairman of its audit committee and member of its governance committee).

Laurette T. Koellner.     Ms. Koellner was appointed to the Board in June, 2014, following her recommendation to the Corporate Governance and Nominating Committee by one of the independent members of the Board. As a former executive of a publicly traded company, Ms. Koellner brings extensive experience to the Board in the areas of corporate governance, finance and accounting, and international business. Ms. Koellner most recently served as Executive Chairman of International Lease Finance Corporation, a subsidiary of American International Group, Inc. ("AIG") from June 2012 until its May 2014 sale to AerCap Holdings N.V. Ms. Koellner served as President of Boeing International, a division of The Boeing Company, where she served in 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

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Corp. Ms. Koellner served as an independent director of Hillshire Brands, Inc. from 2001 to 2014, at which time it was sold to Tyson Foods. She served as an independent director of AIG from 2009 to 2012. She currently serves on the board of directors of The Goodyear Tire & Rubber Company and Celestica, Inc.

W. Kent Taylor.     Mr. Taylor is the founder and Chief Executive Officer of Texas Roadhouse, Inc. a full-service, casual dining restaurant chain with locations across the U.S. and in several foreign countries. He served as Chief Executive Officer of Texas Roadhouse from 2000 until 2004, and again from August 2011 to the present, and he has served as its executive Chairman since 2004. Before founding the Texas Roadhouse concept in 1993, Mr. Taylor founded and co-owned Buckhead Bar and Grill in Louisville, Kentucky. His more than 26 years of experience in the restaurant industry provides the Board with additional expertise in the Company's industry, and he also brings to the Board experience in founding and serving as a chief executive officer and director of a public company.

Directors Continuing in Office

Name Age
Company Position or Office
Director Since
Term Expiring in 2016            
Norborne P. Cole, Jr.   73   Director   2003
Christopher L. Coleman   46   Director   2012
Term Expiring in 2017
John H. Schnatter   53   Founder, Chairman, President & Chief Executive Officer   1990
Mark S. Shapiro   45   Director   2011

Norborne P. Cole, Jr.     Mr. Cole serves as the senior independent director of Randgold Resources Limited, Isle of Jersey, U.K. (including as chairman of its remuneration committee and as a member of its nominating and governance committee). Mr. Cole has served on the board of Randgold Resources Limited since 2006. Mr. Cole retired in 1998 after a 32-year career with the Coca-Cola Company and its bottlers, most recently serving as Managing Director and Chief Executive Officer of Coca-Cola Amatil in Sydney, Australia, and previously as President and Chief Executive Officer of Coca-Cola Bottling S.A. in Paris, France. Mr. Cole's career with the Coca-Cola Company and its bottlers brings extensive experience in management, distribution and marketing to the Board. This experience, together with his additional service on other public company boards and committees, has provided him with the leadership, business and governance skills and background to serve as our lead independent director.

Christopher L. Coleman.     Mr. Coleman is based in the UK where he is Head of Banking and Asset Finance at Rothschild. He is a Managing Director of Rothschild, Chairman of Rothschild Bank International and also serves on a number of other boards and committees of the Rothschild Group, which he joined in 1989. He is also non-executive chairman on the board of Randgold Resources Limited. Mr. Coleman has served on the board of Randgold Resources Limited since 2008. Mr. Coleman's extensive financial experience and international business acumen provide additional insight and expertise to the Board.

John H. Schnatter.     Mr. Schnatter founded Papa John's in 1984 and opened the first Company restaurant in 1985. He currently serves as Founder, Chairman, President and Chief Executive Officer. He previously served as Co-Chief Executive Officer from April 2010 to April 2011, Chief Executive Officer from April 2009 to April 2010, Interim Chief Executive Officer from December 2008 to April 2009, Executive Chairman from 2005 until May 2007, as Chairman of the Board and Chief Executive Officer from 1990 until 2005, and as President from 1985 to 1990 and from 2001 until 2005. Mr. Schnatter's role as our Founder and brand spokesperson makes him uniquely qualified to chair the Board of Directors while also acting as our Chief Executive Officer. Mr. Schnatter's experience and entrepreneurial skills offer vision in leading the Board and building our brand, with a consistent focus on maintaining product quality and providing a superior customer service experience. His experience in research and development, quality assurance and supply chain management are critical to our business and our franchise business model.

Mark S. Shapiro.     Mr. Shapiro serves as Chief Content Officer at IMG and as an executive producer of Dick Clark Productions. Previously, he served as Chief Executive Officer of Dick Clark Productions from May 2010 to October

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2012. Prior to that, he served as a Director, President and Chief Executive Officer of Six Flags, Inc., a theme park company, from 2005 to 2010. Six Flags filed a voluntary petition to restructure its debt obligations under Chapter 11 of the U.S. Bankruptcy Code in June 2009 and emerged from Chapter 11 in May 2010. Prior to joining Six Flags in 2005, Mr. Shapiro spent 12 years at ESPN, Inc. where he served as Executive Vice President, Programming and Production and in various other capacities for both ESPN and ABC Sports. Mr. Shapiro has served as a director of Live Nation Entertainment, Inc. since 2008 (including service on its compensation committee); as a trustee of Equity Residential since January 2010 (including service on its audit and nominating and governance committees); and as a director of Frontier Communications Corporation since March 2010 (including service on its nominating and governance committee). Mr. Shapiro is also Chairman of two privately held companies, Captivate Network and Red Zebra Broadcasting. Coupling his board service with experience in executive level positions at large organizations facing complex business challenges, Mr. Shapiro brings business acumen and operational expertise to many of the issues and challenges facing public companies, along with innovation and insight in the areas of content creation, marketing and branding.

There are no family relationships among the Company's directors, director nominees and executive officers.

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Executive Compensation —
Compensation Discussion and Analysis

This Compensation Discussion and Analysis explains our executive compensation philosophy and program, focusing on our executive officers, including our named executive officers identified below (which we sometimes refer to as our "NEOs").

Named Executive Officer Title
John H. Schnatter   Founder, Chairman, President and Chief Executive Officer
Lance F. Tucker   Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer
Steve M. Ritchie   Senior Vice President and Chief Operating Officer
Robert C. Kraut   Senior Vice President and Chief Marketing Officer
Timothy C. O'Hern   Senior Vice President and Chief Development Officer

Compensation Philosophy and Objectives

The Compensation Committee of the Board is responsible for establishing and overseeing our executive compensation program, designed to focus our executives on financial, strategic and operational goals established by the Board to create value for our stockholders. Our guiding compensation principle is pay for performance, supporting our objective to create value for our stockholders. We design our compensation program to measure and reward the successful achievement of our goals without promoting excessive or unnecessary risk taking. We believe this is best accomplished by structuring our executive compensation program to:

The Company also requires our executives to achieve and maintain a designated level of ownership in the Company's stock, to further align the interests of our executives with those of our stockholders.

Company Performance Highlights

In 2014, under the leadership of our Founder, Chairman, President and Chief Executive Officer, John Schnatter, we continued to demonstrate our "Better Ingredients, Better Pizza" promise. Our focus on industry leading quality, innovation and a superior customer experience continues to enhance the strength of our brand and provide the foundation for continued growth. In 2014, the consistent execution of our strategy has led to strong financial performance and top customer satisfaction rankings. Despite increasing commodity costs, and aggressive competitor pricing and promotional strategies in 2014, we delivered strong global restaurant growth, significant stock price appreciation and solid increases in revenue and earnings per share, reflecting the strength of our brand and our commitment to deliver stockholder value.

In 2014, we achieved:

an 11.1% increase in revenues ($1.60 billion for 2014 compared to $1.44 billion for 2013);

a 12.9% increase in diluted earnings per share ($1.75 per share for 2014 compared to $1.55 per share for 2013);

an increase of 6.7% in system-wide North American comparable sales;

an increase of 7.4% in system-wide international comparable sales;
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a net increase of 235 system-wide global restaurants; and

an increase of 12% in our quarterly cash dividend.

Papa John's delivered an excellent total stockholder return of 22.5% for the year, outperforming the S&P 500 by 8.0 percentage points. Total stockholder return includes the reinvestment of dividends and is calculated on a compounded annual growth rate basis. Consistent performance has increased value for our stockholders, as Papa John's returns more than doubled the S&P 500 over the latest five-year period. The graph below compares the total stockholder return on the Company's common stock for a period of five years ending December 31, 2014 against the S&P 500, assuming $100 invested at the beginning of 2010 and reinvestment of all dividends.

GRAPHIC

Tying Pay to Performance

To execute our strategy and continue strong growth, we believe we must recruit, retain and reward high-performing executives. To that end, our compensation program is designed to encourage and reward achievement of the Company's short and long-term strategic objectives and to foster retention of executives by tying certain elements of compensation to performance over an extended period of time.

In 2014, the Committee sought to achieve those objectives by:

Basing the 2014 Short-Term Management Incentive Plan ("MIP"), our formula-based annual cash incentive plan, on pre-tax income as well as non-income measures of net domestic and international unit development, and domestic and international combined comparables (comparable sales + comparable transactions), each of which we consider important to our financial, strategic and operational success.
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Granting performance-based restricted stock units that pay out, if at all, based on the Company's achievement of targeted goals on three key metrics over a period of three years: domestic system comparable sales, international system comparable sales, and net global unit openings. These metrics are critical value drivers of the Company's business, and the targeted goals align with our strategic plan over the three-year performance period. The metrics also are consistent with the metrics the Committee used in making similar grants of performance-based restricted stock units to executive officers in 2015, and similar metrics were used in 2012 grants. Payouts under all three of these awards are further subject to a threshold achievement of earnings per share growth.

Granting both stock option and restricted stock awards that vest over a period of years, thereby tying executive compensation to long-term service and the creation of long-term stockholder value.

2014 Performance Payouts

Our NEOs earned performance payouts in 2014 under the MIP and under the 2012 grants of performance based restricted stock units covering the period 2012-2014 (which were tied to domestic comparable sales and net global unit openings).

Each NEO's payout under the MIP is determined solely by formula based on the Company's achievement of pre- established performance targets. Economic and competitive conditions in our industry, including significant increase in commodity costs, adversely affected the achievement of the performance targets. Nevertheless, actual 2014 results were sufficiently favorable to fund payouts to our NEOs under the MIP roughly equal to 97% of target.

Each NEO other than Mr. Kraut, who was not an executive officer in 2012, received an award of performance-based restricted stock units in 2012, covering the 2012-2014 performance cycle. The awards granted on February 23, 2012, for Messrs. Schnatter, Tucker and O'Hern had a grant date fair value of $250,000, and the award to Mr. Ritchie had a grant date fair value of $100,000, for the three-year performance period (2012-2014). Based on the Company's performance in meeting the performance objectives, participating NEOs received a payout of 207% of their target awards, resulting in a payout of 28,094 shares of common stock to each of Messrs. Schnatter, Tucker and O'Hern, and a payout of 11,238 shares of common stock to Mr. Ritchie.

Governance Aspects of Our Executive Compensation Program

Consistent with stockholder interests and market best practices, our executive compensation program includes the following sound governance features:

Employment agreements with our named executive officers do not include any tax "gross-ups," "single-trigger" change of control payments, or any guaranteed bonuses or base salary increases.

Our equity incentive plan prohibits the repricing of stock options.

Our annual long-term incentive plan equity awards for executives and employees provide for a three-year graded vesting period.

Our incentive plans provide for the "claw back" of certain compensation payments if the Company is required to prepare an accounting restatement, and an executive received a cash or equity award based on the achievement of performance goals that are later determined, as a result of the accounting restatement, not to have been achieved.

In 2012, 2014, and again in 2015, to further align pay-for-performance over the 2012- 2014, 2014-2016, and 2015-2017 performance periods, respectively, we granted performance-based equity awards for our NEOs that vest based on the achievement of performance goals over each three-year period.

Our executive compensation program includes a number of features to mitigate risk, including stock ownership requirements, multiple performance metrics to remove incentives to focus on a singular performance goal, and limits on quarterly payouts under the MIP as further described below.

We do not pay dividends or dividend equivalent rights on unearned performance-based restricted stock units.

We offer our executive officers limited perquisites.
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EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee engages an independent compensation consultant, who performs no other work for the Company, to advise on executive compensation matters.

Elements of Executive Compensation Program

The Company believes that appropriate target executive compensation helps attract and retain highly qualified senior leaders, which the Company believes is necessary to its success in a competitive environment. The Company desires to provide its executives with competitive compensation packages, considering a number of factors, including the pay levels for a select peer group (see "Annual Compensation Review").

Our executive compensation program for 2014 consisted primarily of the following components:

We refer to these three elements as "total direct compensation," and balance the portion of compensation tied to each element with business goals.

The 2014 target total direct compensation approved by the Compensation Committee for each NEO increased from 2013 due to various factors, including succession planning, individual performance, increased scope of responsibilities and organizational changes. As a result, the target total direct compensation for all the NEOs on average approximates the 50 th  percentile range of the peer group. The Compensation Committee believes their compensation is appropriate in light of the Company's relative size, geographic location, scope of responsibilities of the NEOs, and performance compared to the peer group. Actual total cash compensation paid was dependent on the achievement of certain performance goals, as discussed in detail below, while the ultimate value of long-term equity awards will depend on future stock performance, and in the case of performance-based restricted stock units, achievement of performance goals.

Significant Percentage of Compensation is Variable or "At Risk"

The Company's short-term cash and long-term incentive programs support its "pay for performance" compensation philosophy. Generally, those executives with the potential to have the most impact on the Company's success receive a greater proportion of variable compensation. The Company believes that placing heavier emphasis on "at risk" variable, performance-based and/or equity- based compensation focuses the NEOs on achieving the Company's strategic and performance objectives. As such, a significant percentage of our NEOs' compensation is tied to performance objectives or appreciation in our stock price, making the majority of pay for our NEOs variable or at risk.

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The following graphs illustrate the approximate portion of target variable pay "at risk" compared to base salary for our Chief Executive Officer and other NEOs for 2014:

CEO — 2014 Target Pay Mix   Other NEOs — 2014 Target Pay Mix


GRAPHIC

 


GRAPHIC

Annual Compensation Review

In 2014, the Compensation Committee continued its annual practice of reviewing the total direct compensation, and its various elements, of our executives, taking into consideration several factors as discussed further below. The total direct compensation for 2014, and all of its elements at target for the executive team were reviewed against a peer group selected by the Compensation Committee. The peer group review includes market comparison data for all pay elements (base salary, short-term incentive compensation, total cash (base salary plus short-term incentive compensation) and long-term equity incentive values). While the Compensation Committee reviews peer group data, it does not target NEO compensation with respect to a specific benchmark, such as "median" or "50 th  percentile." The Compensation Committee believes that over emphasis on benchmark data can occur at the expense of focus on the performance of the individual NEO and its relation to Company performance. Instead, the Committee determines each NEO's compensation and its components based on its qualitative and quantitative review and assessment of several factors, including the individual's performance, scope of responsibilities, depth and breadth of overall leadership experience, and the importance of the position to achieving our strategies.

In August 2013, the Compensation Committee reviewed and revised the existing peer group, in preparation for 2014 compensation decisions, based on data provided by F. W. Cook, its independent compensation consultant. This revised peer group, listed below, was used in the 2014 compensation decisions. The Committee believes the Company shares many characteristics with the companies in the peer group, including a common industry, similar market capitalization and other financial criteria. The Committee again reviewed the peer group in late 2014, and no further changes were made.

Peer Group

Brinker International, Inc.   Denny's Corp.   Red Robin Gourmet Burgers, Inc.
Buffalo Wild Wings, Inc.   DineEquity, Inc.   Ruby Tuesday, Inc.
CEC Entertainment   Domino's Pizza, Inc.   Sonic Corp.
The Cheesecake Factory, Inc.   Jack in the Box, Inc.   Texas Roadhouse, Inc.
Chipotle Mexican Grill, Inc.   Krispy Kreme Doughnuts, Inc.   The Wendy's Company
Cracker Barrel Old Country Store, Inc.   Panera Bread Company    
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Role of Compensation Consultant

The Compensation Committee directly retained F. W. Cook as its independent compensation consultant. F. W. Cook reports directly to the Compensation Committee and does not provide any other services to the Company. In 2014, the Compensation Committee reviewed and assessed F. W. Cook's independence pursuant to SEC and NASDAQ rules and determined that the firm is independent and had no conflicts of interest with the Company. The Committee seeks input from F. W. Cook on compensation trends, appropriate peer group companies and market survey data, and specific compensation decisions as discussed in this Compensation Discussion and Analysis.

Role of the CEO in Compensation Decisions

The Compensation Committee considers input from Mr. Schnatter, who reviews the performance of the NEOs and executives (other than himself), provides his recommendations to the Committee on NEO and other executives' compensation, and provides perspective on the performance of the management team. Our Senior Vice President, Human Resources, Chief Financial Officer, and Chief Operating Officer also support the Compensation Committee's executive compensation process and regularly attend portions of committee meetings. The Committee reviews and discusses pay decisions related to the CEO in executive session without the CEO present, and in accordance with NASDAQ rules, Mr. Schnatter was not present when his compensation was being approved and he did not vote on executive compensation matters.

Compensation of our Founder, Chairman, President and Chief Executive Officer

In 2014, the Compensation Committee reviewed Mr. Schnatter's performance, including recognition of the significant growth of the Company under his leadership as Founder, Chairman, President and Chief Executive Officer and his unique and instrumental role in building the Papa John's brand through his role as brand spokesperson. Although Mr. Schnatter's outstanding performance warranted an increase in his base compensation, Mr. Schnatter elected to forego an increase to his 2014 compensation and requested the Committee instead focus any compensation increases on his executive leadership team, including the other NEOs. Mr. Schnatter's 2014 base salary of $900,000, his 90% bonus target under the MIP and his annual long-term equity incentive award of $1,000,000 were consistent with his 2013 compensation. Additionally, along with others on the executive leadership team, including the other NEOs, Mr. Schnatter was granted performance-based restricted stock units covering a three-year performance period from 2014-2016. See the Role of Equity Awards section below for further details of the 2014 - 2016 performance-based restricted stock units. Mr. Schnatter's individual pay elements, and target total direct compensation, including the additional contractual obligations discussed below, approximate the 50 th  percentile of the peer group, and the Committee believes this compensation is appropriate in light of Mr. Schnatter's performance, length of service, experience, and his unique roles and contributions to Papa John's.

As our Founder and Chairman, Mr. Schnatter also receives compensation under the August 9, 2007 Agreement for Services as Chairman (the "Chairman Agreement"), Agreement for Services as Founder (the "Founder Agreement") and Exclusive License Agreement (the "License Agreement"). In entering into these agreements in 2007, the Company's Compensation Committee primarily focused on Mr. Schnatter's key role as brand spokesperson, the critical nature of his public appearance services to the Company, and intellectual property rights associated with Mr. Schnatter's name and likeness to the Company's brand. The Compensation Committee believes that the arrangements are appropriate and protect the long-term value of the brand and, further, has been advised by its independent compensation consultant that the arrangement is customary, in particular at companies in which a founder's image and likeness is strongly associated with the brand.

Under the Chairman and Founder Agreements, the Company agreed to make annual grants of stock options to Mr. Schnatter with a minimum grant date fair value of $600,000 ($300,000 under each agreement), or such greater amount as may be determined by the Compensation Committee. The actual total grant date fair value of Mr. Schnatter's awards in 2014 under the Chairman and Founder Agreements was $660,000, reflecting Mr. Schnatter's valuable contributions to the Company and to the strength and value of the Company's brand. These grants, which were made in February 2014, were in addition to the awards granted to Mr. Schnatter under the Company's annual long-term incentive program. The Chairman Agreement will remain in effect so long as

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Mr. Schnatter is a director of the Company and remains Chairman as elected by our Board of Directors. The Founder Agreement will remain in effect until terminated by either party on 30 days' notice. Under the License Agreement, Mr. Schnatter granted the Company an exclusive right to use his identity in the Company's current and future operation. This license grant allows the Company to use Mr. Schnatter's image, voice, photographs and film footage in connection with the Company's marketing and promotion of the Papa John's brand. We agreed that in exchange for the exclusive license grant, we will grant stock options in accordance with the provisions of the Founder Agreement for a period of 15 years following the execution of the License Agreement (whether or not the Founder Agreement is terminated), subject to termination provisions contained in the License Agreement. The Committee takes these contractual commitments and award grants of stock options into account when assessing and determining Mr. Schnatter's compensation.

The following illustrates the relationship between Company performance, based on EPS growth, a key metric that correlates to long-term stockholder value, and the compensation of our Founder, Chairman, President and Chief Executive Officer:

EPS Growth   CEO Total Compensation
In $/per share   In millions


GRAPHIC

 


GRAPHIC

Compensation of Other NEOs

In recognition of the substantial contributions to the Company's profitable growth, to reflect their performance and expanding responsibilities and to ensure retention through competitive compensation levels, the Compensation Committee in February 2014, with the input of Mr. Schnatter and F. W. Cook, approved a base salary increase and an annual long-term equity incentive award under the Company's long-term incentive program for each of the other NEOs. The long-term equity incentive award consisted of equal values of non-qualified stock options and restricted stock awards. As discussed in Mr. Schnatter's compensation section above and in the Role of Equity Awards section below, each NEO was also granted performance restricted stock units covering the 2014-2016 performance period. Additionally, the Committee, in February 2014, approved a bonus target increase for Mr. Ritchie to reflect both increased responsibilities and market competitiveness of his role.

In May 2014, in addition to the changes discussed above, the Committee, to reflect a significant organizational change that increased the scope and responsibility of each NEO's role following an executive departure, also approved base salary increases and a bonus target increase to 75% of base salary for each NEO other than Mr. Schnatter. For Mr. Ritchie, the Committee granted an additional long-term equity incentive having a grant date fair value of $365,000 to reflect his increased responsibilities and his promotion to Chief Operating Officer. The Committee also granted an additional long-term equity incentive to Mr. O'Hern having a grant date fair value of $25,000 to reflect internal equity and recognize the unique nature of his role, and a recognition and retention equity award to Mr. Kraut having a grant date fair value of $100,000. All of these equity awards, with the exception of Mr. Kraut whose award was delivered 100% through time-based restricted shares, consisted of equal amounts of non-qualified stock options and time-based restricted shares.

The Committee believes the changes discussed above reflect the outstanding performance of each NEO, reflect market and internal competitiveness of their roles, and promote retention for each NEO important to the Company's continued success.

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The Role of Cash Compensation

Base Salary

Annual base salary increases are typically considered each year and upon organizational changes that may occur throughout the year. No executive officer has a guaranteed salary increase. The analysis for adjustments to base salary compensation takes into account all of the factors described under "Annual Compensation Review" above.

Short-Term Cash Incentive Compensation

There were no significant changes to the structure of the short-term incentive program as the Committee determined that the plan design targeted the fundamental drivers of our business; however, the online comparable sales performance goal in 2013 was replaced with an international combined comparables goal to reflect the importance of focusing on our international sales and transaction growth. To ensure this focus, the net development North America goal was reduced slightly to allow an equal weighting between the international and North America combined comparables goals. All other goals and weightings stayed consistent with 2013. In 2014, our short-term incentive program consisted of the MIP, which provides quarterly and annual cash payouts to the NEOs and others within the Company based upon achievement of pre-established performance goals. As we continue to focus on our core objective of tying compensation to the performance of our business, we again included a 150% of target award limit on our non-income metrics, which were net unit development (North America and international) and combined comparables (North America and international) (in each case, as defined and calculated in the table below). The 150% limit for the quarterly metrics is applied after aggregation of the two quarterly metrics on a weighted, combined basis. During payment calculations, any awards above 150% of target would be retained in a pool for potential payout at year-end. To the extent actual pre-tax income exceeded the 2014 budgeted amount, all or a portion of the additional awards retained in the pool as a result of the 150% limit during each payment date would be available for payment. The Company believes the plan design with built-in limits prevents paying excessive awards when our income does not parallel higher achievement in our non-income metrics over the full year, and is an important element in mitigating risk of focusing on short-term performance. For 2014, all payments were below the 150% threshold; therefore, no amounts were retained in the pool for additional award payments to participants, including the NEOs.

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In 2014, performance metrics and the target and actual results of the MIP included:

Metric

Definition

Target


Full Year
Actual Results





Actual
Payout
Percentage




Weighting
Award
Frequency

Pre-Tax; Post-MIP Operating Income

  Consolidated pre-tax corporate operating income. (1)   $ 72,400,000 (2) $ 72,940,000     107 %   45 % Annual

Net Development

  Domestic system-wide store openings less store closings.   70 units (2) 54 units   33 % (3) 10 % Annual

Net Development

  International system-wide store openings less store closings.     180 units (2)   181 units     102 % (3)   15 % Annual

Combined Domestic Comparable Sales and Comparable Transactions ("North America Combined Comps")

  Domestic system-wide comparable sales (average same-store, year-over-year sales), an industry standard used to measure company growth, plus domestic system-wide comparable transactions, an internal metric used as an indicator of market share growth when considered in conjunction with industry statistics.     (2)(4)   (4) 128 % (3) 15 % Quarterly

Combined International Comparable Sales and Transactions ("International Combined Comps")

  International system-wide comparable sales (average same-store, year-over-year sales), an industry standard used to measure company growth, plus international system-wide comparable transactions, an internal metric used as an indicator of market share growth when considered in conjunction with industry statistics.       (2)(4)     (4)   73 % (3)   15 % Quarterly
(1)
We exclude PJ Food Service income from the operating income component of the MIP results to appropriately incentivize our management team to control food costs for our franchise and corporate restaurants. The 2014 MIP bonus targets excluded the impact of a significant technology initiative and actual management bonuses were not impacted favorably or negatively by actual spend associated with this initiative.

(2)
Any payout under the MIP is subject to threshold levels in each performance metric. For 2014, the threshold levels were: Pre-Tax Income of $64.9 million; Net Development — Domestic of 45 units; and Net Development — International of 115 units. Please refer to Footnote (4) for discussion of Comparable Sales and Transactions targets. Overall payout under the MIP is capped at an individual level of 300% of annual base salary.

(3)
For 2014, none of the non-income measures yielded a payout in excess of the 150% governor at the time of payment.

(4)
We do not disclose comparable transactions for competitive reasons. For comparability purposes, in our 2013 fiscal year, the North America combined comparables metric yielded a 111.50% award, in our 2012 fiscal year, the combined comparables metric yielded a 365% award and in our 2011 fiscal year, the combined comparables metric yielded a 122% award. Each of these percentage yields is expressed as a percentage of target award. The international combined comparables metric is new for 2014 and has not yielded any prior year award payouts.

Performance targets for each performance metric were set by the Compensation Committee in relation to the Company's targets contained in the annual budget and operating plan. Achievement of these metrics beyond the targets established by the Compensation Committee results in payouts beyond the target award for each NEO,

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capped at 300% of annual base salary. In 2014, the MIP awards (expressed as a percentage of base salary and an actual dollar amount) for each NEO were as follows:

Named Executive Officer


Title






Target
Short-Term
Incentive
Award
(% of Base
Salary)(1)











Target
Short-Term
Incentive
Award
$










Actual
Short-Term
Incentive
Award
$









Actual
Award
(% of 2014
Base Salary)




John H. Schnatter

  Founder, Chairman, President and Chief Executive Officer     90 % $ 810,000   $ 785,637     87 %

Lance F. Tucker

  Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer   67 % $ 310,794   $ 299,724   65 %

Steve M. Ritchie

  Senior Vice President and Chief Operating Officer     65 % $ 300,685   $ 288,822     64 %

Robert C. Kraut

  Senior Vice President and Chief Marketing Officer   62 % $ 242,417   $ 232,927   61 %

Timothy C. O'Hern

  Senior Vice President and Chief Development Officer     62 % $ 223,726   $ 214,818     61 %
(1)
Reflects pro-rated annualized base salary and target awards due to increases in 2014.

Each NEO's actual annual incentive award payment in the table above is determined solely by formula based on the Company's achievement of the pre-established performance targets discussed above. As noted above, each performance metric target is derived from the Board-approved annual budget and operating plan. By tying the targets to the budget and operating plan, we believe that the plan rewards performance, and payments will generally correlate to our operating results in a given year. Actual 2014 results funded an award pool equal to 97% of the target award pool.

Our NEOs also participated in the Quality Service Incentive Plan ("QSIP"), which did not materially increase their short-term incentive potential. The QSIP is available to a wider group of employees and underscores the key customer service and quality fundamentals of our business. A $9,000 per participant total award was targeted for our NEOs based on an indexed achievement level with a maximum award of $25,155 per participant. In 2014, a total award of $10,450 was paid to each NEO.

The Role of Equity Awards

Our long-term incentive compensation program for executive officers consists of stock options, time-vested restricted stock and performance-based restricted stock units. In 2012, and again in 2014 and 2015, we also granted 3- year performance-based restricted stock units.

Stock Options and Time-Vested Restricted Stock.     In 2014, we granted both stock options and restricted stock awards to our NEOs, intended to focus participants on our long-range objectives. We award stock options because they are inherently performance-based, meaning that their value only increases if the market price of our common stock increases over time. In addition, stock options and restricted stock provide long-term compensation to our NEOs in the form of additional equity, helping to build a culture of ownership among our executives. Finally, we believe that both stock options and restricted stock awards are a strong executive reward and retention tool and align our executives with the interests of stockholders. The options and restricted shares awarded in 2014 generally have a three-year graded vesting schedule (i.e., one-third vests per year), and the stock options have a ten-year term.

The determination of the annual grant value levels is a function of a number of factors considered by the Compensation Committee, including market competitiveness, level of 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, 2014, our Compensation Committee approved the annual grant of stock options and time-based restricted stock to each NEO in accordance with our equity grant practices policy, with the effective date of grant and

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the exercise price of each stock option awarded at the closing price of our common stock on the NASDAQ Stock Market on February 27, 2014, two days after the release of our fourth quarter and full-year 2013 earnings. The Committee also approved additional stock option and time-based restricted awards to Messrs. Ritchie, Kraut and O'Hern as discussed above under "Compensation of Other NEOs" that were approved on May 29, 2014 with an effective date of grant and the exercise price of each stock option awarded at the closing price of our common stock on the NASDAQ Stock Market on August 7, 2014, two days after the release of our second quarter 2014 earnings.

Performance-based restricted stock units.     We believe the performance-based restricted stock units encourage focus on the company's long-term strategic goals, motivate and retain our executive leadership team and align interests with the Company's stockholders.

2012 Performance Shares.     Each NEO, with the exception of Mr. Kraut who was not in position at the time, had performance-based restricted stock units granted in February, 2012, with a grant date value of $250,000 for Messrs. Schnatter, Tucker and O'Hern and $100,000 for Mr. Ritchie, for the three-year performance period (2012-2014).

The 2012 performance share award yielded a 207% award payout in the form of shares of our common stock on February 23, 2015 based on the achievement of the following performance metrics against the pre-established Company performance targets for the three-year period.

Metric

Definition

Target



Three-Year
Results at FYE
2014



Weighting  

3-Year Cumulative Domestic Comparable Sales

  Average domestic same-store, year-over-year sales, an industry standard to measure company growth     5%     14.29%     50%  

Number of Global Units at End of 2014

  Domestic & international system-wide store openings less store closings   4,750 units   4,663 units   50%  

A 10% earnings per share Compounded Annual Growth Rate over the performance period must be achieved for any payout to occur. The Company achieved a 17.45% compounded EPS growth over the 2012-2014 performance period.

2014 Performance Shares.     The Committee approved a grant of performance-based restricted stock units in February, 2014 to each NEO with the grant date value of $100,000 covering the three-year performance period (2014-2016) that will pay out on February 27, 2017 based upon achievement of the pre-established Company performance targets measured at the end of the three-year period. Similar to the 2012 performance share award, a 10% earnings per share Compounded Annual Growth Rate over the applicable three-year period and a threshold level with respect to achievement of each performance goal must be attained for the performance restricted stock units to vest. Achievement of these metrics beyond the targets established by the Compensation Committee results in payouts beyond the target award for each NEO.

The 2014 target performance metrics and the one year results as of fiscal year-end 2014 included:

Metric

Definition

Target



1 Year
Results at FYE
2014



Weighting  

3-Year Cumulative Domestic Comparable Sales

  Average domestic same-store, year-over-year sales, an industry standard to measure company growth     7.8%     6.7%     30%  

3-Year Cumulative International Comparable Sales

  Average international same-store, year-over-year sales, an industry standard to measure company growth   19.7%   7.4%   20%  

Number of Global Units at End of 2016

  Domestic & International system-wide store openings less store closings     5,323 units     4,663 units     50%  
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Stock Ownership Guidelines

Stock ownership by our NEOs is a key component of our compensation objectives. 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.

Specifically applied to the current NEOs, the current ownership guidelines are:

NEO

Title



Ownership Guideline
as a Multiple of Base
Salary (x)



Guideline ($)  

John H. Schnatter

  Founder, Chairman, President and Chief Executive Officer     5.0x   $ 4,500,000  

Lance F. Tucker

  Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer   1.0x   $ 500,000  

Steve M. Ritchie

  Senior Vice President and Chief Operating Officer     1.0x   $ 550,000  

Robert C. Kraut

  Senior Vice President and Chief Marketing Officer   1.0x   $ 425,000  

Timothy C. O'Hern

  Senior Vice President and Chief Development Officer     1.0x   $ 395,000  

The NEOs have five years after becoming subject to the ownership requirement to achieve the ownership level, with annual progress required as follows: Year 1, 10%; Year 2, 25%; Year 3, 45%; Year 4, 70%; and Year 5, 100%.

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. The following are considered valid sources of ownership for measurement purposes:

all stock personally or otherwise beneficially owned directly;

all stock equivalent units held in our nonqualified deferred compensation plan;

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

unvested restricted stock (excluding performance shares); and

the net value (gross sale price, less option exercise price) of shares subject to vested, but unexercised, stock options.

The Compensation Committee reviews the Stock Ownership Guidelines on an annual basis when considering annual equity grants. As of December 31, 2014, all NEOs met or exceeded the guidelines. In addition to this regular review, the Compensation Committee receives periodic reports detailing the extent to which each executive officer has achieved the required ownership level. Our short-term incentive program gives the Committee the discretion to award any portion of resulting payouts in the form of stock, instead of cash, to assist a participant in meeting the guidelines.

Tax and Accounting Policies

Deductibility of compensation expense under Section 162(m) of the Internal Revenue Code of 1986 has not been a material consideration for our Compensation Committee to date based on the levels and types of compensation we pay. However, in the future, Section 162(m) deductibility may play a role if compensation expenses regularly begin to exceed $1,000,000 for our most highly compensated executives. In setting total compensation, the Compensation Committee considers the impact of Section 162(m), and seeks to preserve deductibility of most compensation paid to executive officers, while reserving some flexibility in awarding compensation, with the objective of attaining our primary goal of setting compensation to support the Company's business strategy. However, our time-based restricted stock awards do not qualify for tax deductibility under Section 162(m) to the extent the $1,000,000 limit is exceeded because the awards are subject only to time-based vesting requirements.

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 $8.7 million in 2014, $7.4 million in 2013 and $6.9 million in 2012. As a result, the expense related to

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equity compensation has been and will continue to be a material consideration in our overall compensation program design.

The Role of Stockholder Say-on-Pay Votes

The Company provides its stockholders with the opportunity to cast an annual advisory vote on executive compensation (a "say-on-pay proposal"). At the Company's annual meeting of stockholders held in April 2014, approximately 99% of the votes cast on the say-on-pay proposal at that meeting were voted in favor of the proposal. In light of this strong affirmation of stockholders' support of the Company's approach to executive compensation, the Committee did not change its approach in 2014. The Compensation Committee will continue to consider the outcome of the Company's say-on-pay votes when making future compensation decisions for the NEOs.

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, 2014 and in this Proxy Statement.

This report shall not be deemed to be incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such acts.

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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.

Name and Principal Position

Year


Salary
($)




Bonus
($)





Stock
Awards
($)(1)






Option
Awards
($)(2)







Non-Equity
Incentive Plan
Compensation
($)(3)












Change
in Pension
Value and
Non-qualified
Deferred
Compensation
Earnings
($)











All Other
Compensation
($)(4)





Total
($)


John H. Schnatter     2014     900,000         600,048     1,160,011 (5)   796,087             3,456,146  

Founder, Chairman, President

    2013     838,170         500,120     1,160,041 (5)   768,364             3,266,695  

and Chief Executive Officer

    2012     714,000         515,034     925,012 (5)   1,109,775         14,179     3,278,000  
Lance F. Tucker   2014   462,109     285,024   185,008   310,174     3,900   1,246,215  

Senior Vice President,

  2013   423,365     185,087   185,010   256,807     3,825   1,054,094  

Chief Financial Officer, Chief Administrative Officer and Treasurer

  2012   359,057     375,033   125,012   312,748     3,750   1,175,600  
Steve M. Ritchie     2014     452,332         407,566     307,522     299,272             1,466,692  

Senior Vice President and Chief Operating Officer

    2013     350,069         247,585     247,516     174,718             1,019,888  
Robert C. Kraut   2014   382,731     312,564   112,511   243,377     14,828   1,066,011  

Senior Vice President and Chief Marketing Officer

                                     
Timothy C. O'Hern     2014     350,962         225,038     125,012     225,268         3,900     930,180  

Senior Vice President and

    2013     293,352           112,571     112,517     147,701         3,825     669,966  

Chief Development Officer

    2012     265,377         335,049     85,009     221,555         3,750     910,740  
(1)
The amounts in the Stock Awards column reflect the aggregate grant date fair value for each respective fiscal year related to both time-based restricted stock granted in 2014, 2013 and 2012 and performance-based restricted stock units granted in 2012 and 2014, respectively. All fair values were computed in accordance with the applicable ASC Stock Compensation topic. Assumptions used in the calculation of these amounts are included in Footnote 18 to the Company's audited financial statements for the fiscal years ended December 28, 2014, December 29, 2013, and December 30, 2012, respectively, included in the Company's Annual Report on Form 10-K. For 2012, amounts reported include the value of performance-based restricted stock units based on the probable outcome of performance conditions at 100% at the grant date resulting in a $250,000 value at the grant date for each NEO other than Mr. Ritchie and Mr. Kraut, who were not NEOs in 2012. For 2014, amounts reported include the value of performance-based restricted stock units based on the probable outcome of performance conditions at 100% at the grant date resulting in a $100,000 value at the grant date for each NEO.

(2)
The amounts in the Option Awards column reflect the aggregate grant date fair value for each respective fiscal year related to stock options granted in 2014, 2013, and 2012, respectively, computed in accordance with the ASC Stock Compensation topic. Assumptions used in the calculation of these amounts are included in Footnote 18 to the Company's audited financial statements for the fiscal years ended December 28, 2014, December 29, 2013, and December 30, 2012, respectively, included in the Company's Annual Report on Form 10-K.

(3)
The amounts in the Non-Equity Incentive Plan Compensation column for 2014, 2013, and 2012 include payments earned by each NEO pursuant to the 2014, 2013, and 2012 Management Incentive Plans, based on corporate performance metrics for 2014, 2013, and 2012. The amounts in the Non-Equity Incentive Plan Compensation column for 2014, 2013, and 2012 also include payments earned by the NEO pursuant to the 2014, 2013, and 2012 QSIP, based on corporate performance during 2014, 2013, and 2012.


For the year ended December 28, 2014, the annual components of the MIP and the fourth quarter of the quarterly components of the MIP, to the extent not deferred by the executive, were paid in February, 2015. The first three installments of the quarterly components of the MIP, to the extent not deferred by the executive, were paid in May, August and November, 2014, respectively. Amounts in the table above for 2014 include a $10,450 payment under the North American and International QSIP for each NEO. All other amounts are pursuant to the MIP.


For the year ended December 29, 2013, the annual components of the MIP and the fourth quarter of the quarterly components of the MIP, to the extent not deferred by the executive, were paid in February, 2014. The first three installments of the quarterly components of the MIP, to the extent not deferred by the executive, were paid in May, August, and November, 2013, respectively. Amounts in the table above for 2013 include a $13,450 payment under the North American and international QSIP for Mr. Schnatter and $11,983 under the North American QSIP for the other NEOs; all other amounts are pursuant to the MIP.


For the year ended December 30, 2012, the annual components of the MIP and the fourth quarter of the quarterly components of the MIP, to the extent not deferred by the executive, were paid in March, 2013. The first three installments of the quarterly components of the MIP, to the extent not deferred by the executive, were paid in May, August, and November, 2012, respectively. Amounts in the table above for 2012 include an $11,230 payment under the North American and international QSIP for Mr. Schnatter and $11,634 under the North American QSIP for the other NEOs; all other amounts are pursuant to the MIP.

(4)
Amounts in the All Other Compensation column include the Company's matching contribution to the NEO's account in the Company's nonqualified deferred compensation account. For Mr. Schnatter, the amount in 2012 represents imputed income related to family members or guests traveling with Mr. Schnatter on business travel, at no incremental cost to the Company. Excludes certain de minimis imputed income related to family members or guests traveling with other NEOs on business travel at no incremental cost to the Company. For Mr. Kraut, amount in 2014 also includes a $13,731
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    payment for personal travel and a $1,097 payment related to relocation. The table below also details the amounts included in the All Other Compensation column:

  Name Year
Company Matching
Contributions to Deferred
Compensation Plan



Aircraft Usage
and Personal
Travel



Lump Sum
Relocation
  John H. Schnatter   2014      
      2013      
      2012     $14,179  
  Lance F. Tucker   2014   $3,900    
    2013   $3,825    
    2012   $3,750    
  Steve M. Ritchie   2014      
      2013      
  Robert C. Kraut   2014     $13,731   $1,097
  Timothy C. O'Hern   2014   $3,900    
      2013   $3,825    
      2012   $3,750    
 
(5)
Pursuant to the terms of the Chairman Agreement, Founder Agreement and License Agreement described above under the Compensation Discussion and Analysis, we agreed to make annual grants of stock options to Mr. Schnatter with a minimum value of $600,000 ($300,000 under each of the Founder Agreement and Chairman Agreement), or such greater amount as may be determined by the Compensation Committee. The specific terms of each grant of stock options, including the grant date and exercise price, are determined by the Compensation Committee. Of the value in the Option Awards column for Mr. Schnatter, for each year, $660,000 of the amount relates to the grants under the Founder Agreement and Chairman Agreement.

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 28, 2014.

     



Date of
Compensation
Committee
Meeting at





Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)


Estimated Future Payouts Under Equity Incentive Plan Awards(2)







All Other
Stock
Awards:
Number
of Shares
of Stock or












Other
Option
Awards:
Number of
Securities
Underlying









Exercise or
Base Price
of Option








Grant
Date Fair
Value of
Stock and
Option
 
                       

Name



Grant Date

Which Grant Was Approved


Threshold
($)




Target
($)




Maximum
($)




Threshold
(#)




Target
(#)




Maximum
(#)




Units
(#)(3)




Options
(#)(4)




Awards
($/Sh)



Awards
($)(5)
 

John H. Schnatter

    12/30/2013         0     810,000     2,700,000                              

    12/30/2013         0     9,000     22,473                              

    2/27/2014     2/20/2014                     1,977                     100,016  

    2/27/2014     2/20/2014                             9,884 (i)           500,032  

    2/27/2014     2/20/2014                                 19,518 (ii)   50.59     330,003  

    2/27/2014     2/20/2014                                 19,518 (ii)   50.59     330,003  

    2/27/2014     2/20/2014                                 29,664 (i)   50.59     500,005  

Lance F. Tucker

  12/30/2013     0   310,794   1,386,326                

  12/30/2013     0   9,000   22,473                

  2/27/2014   2/20/2014           1,977           100,016  

  2/27/2014   2/20/2014               3,657 (i)     185,008  

  2/27/2014   2/20/2014                 10,976 (i) 50.59   185,007  

Steve M. Ritchie

    12/30/2013         0     300,685     1,356,995                              

    12/30/2013         0     9,000     22,473                              

    2/27/2014     2/20/2014                     1,977                     100,016  

    2/27/2014     2/20/2014                             2,471 (i)           125,008  

    8/7/2014     5/29/2014                             4,436 (ii)           182,542  

    2/27/2014     2/20/2014                                 7,416 (i)   50.59     125,001  

    8/7/2014     5/29/2014                                 14,046 (iii)   41.15     182,521  

Robert C. Kraut

  12/30/2013     0   242,417   1,148,192                

  12/30/2013     0   9,000   22,473                

  2/27/2014   2/20/2014           1,977           100,016  

  2/27/2014   2/20/2014               2,224 (i)     112,512  

  8/7/2014   5/29/2014               2,431 (iii)     100,036  

  2/27/2014   2/20/2014                 6,675 (i) 50.59   112,511  

Timothy C. O'Hern

    12/30/2013         0     223,726     1,052,885                              

    12/30/2013         0     9,000     22,473                              

    2/27/2014     2/20/2014                     1,977                     100,016  

    2/27/2014     2/20/2014                             2,224 (i)           112,512  

    8/7/2014     5/29/2014                             304 (ii)           12,510  

    2/27/2014     2/20/2014                                 6,675 (i)   50.59     112,511  

    8/7/2014     5/29/2014                                 962 (iii)   41.15     12,501  
(1)
The amounts in the Estimated Possible Payouts Under Non-Equity Incentive Plan Awards columns represent plan awards pursuant to our annual MIP and QSIP, respectively, for the period commencing December 30, 2013. For the actual amounts paid to the NEOs pursuant to the MIP and QSIP during 2014, see the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above.
2015 Proxy Statement       31

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(2)
The amounts in the Estimated Future Payouts Under Equity Incentive Plan Awards column represent grants of performance restricted stock units. The 2014 performance restricted stock unit vest date is February 27, 2017, subject to achievement of performance conditions. The final award payout is interpolated based on a sliding scale. The performance units have no minimum or maximum payout.

(3)
The amounts in the All Other Stock Awards 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 2014 restricted stock grant vest dates are indicated as follows:

(i)
one-third on each of February 27, 2015, 2016, and 2017;

(ii)
one-third on each of August 7, 2015, 2016, and 2017; and

(iii)
one-half on each of August 7, 2015, and 2016.

(4)
The amounts in the Other Option Awards column represent grants of stock options. The 2014 stock option vest dates are indicated as follows:

(i)
one-third on each of February 27, 2015, 2016, and 2017;

(ii)
all shares on February 27, 2016;

(iii)
one-third on each of August 7, 2015, 2016, and 2017.

(5)
The amounts in the Grant Date Fair Value of Stock and Option Awards column represent the full grant date fair value of each stock option award, time-based restricted stock award and performance restricted stock unit, as computed in accordance with the ASC Stock Compensation topic. Full grant date fair value and vesting details are as follows:

Equity Type

Grant Date
Full Grant Date
Fair Value/Share


Vesting
Stock Options     2/27/2014   $16.8556   3-year graded
      2/27/2014   $16.9076   2-year cliff
      8/7/2014   $12.9945   3-year graded
Time-Based Restricted Stock   2/27/2014   $    50.59   3-year graded
  8/7/2014   $    41.15   2-year graded
  8/7/2014   $    41.15   3-year graded
Performance Restricted Stock Unit     2/27/2014   $    50.59   3-year cliff

Assumptions used in the calculation of these amounts are included in Footnote 18 to the Company's audited financial statements for the fiscal year ended December 28, 2014, included in the Company's Annual Report on Form 10-K.
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Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information with respect to the outstanding equity awards at 2014 fiscal year-end for the NEOs.

   
Option Awards

Stock Awards
                 
 


Number of Securities
Underlying Unexercised
Options






Exercise


   



Number of
Shares or
Units of Stock
That








Market Value of
Shares or
Units of Stock
That









Equity
Incentive Plan Awards:
Number of Unearned
Shares, Units or Other
Rights That Have Not











Equity
Incentive Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or Other
Rights That Have Not






                 
Name


Exercisable
(#)




Unexercisable
(#)(1)




Price
($)




Expiration
Date




Have Not Vested
($)(2)




Have Not Vested
($)(3)




Vested
(#)(2)(4)




Vested
($)(3)


John H. Schnatter     52,508         13.63     4/28/2015                  
      65,532         13.63     4/28/2015                  
      65,532         13.63     4/28/2015                  
      61,618         14.49     2/24/2016                  
      67,372         14.49     2/24/2016                  
      67,372         14.49     2/24/2016                  
      47,020         18.46     2/22/2022                  
      47,020         18.46     2/22/2022                  
      25,288     12,644 (i)   18.46     2/22/2022                  
      9,070     18,142 (ii)   26.01     2/28/2023                  
          34,012 (iii)   26.01     2/28/2023                  
          34,012 (iii)   26.01     2/28/2023                  
      6,440     12,880 (iv)   32.77     5/9/2023                  
          29,664 (v)   50.59     2/27/2024                  
          19,518 (vi)   50.59     2/27/2024                  
          19,518 (vi)   50.59     2/27/2024                  
                      4,784 (i) $ 266,086          
                      6,796 (ii) $ 377,994          
                      4,782 (iii) $ 265,975          
                      9,884 (iv) $ 549,748          
                              28,094 (i) $ 1,562,588  
                              1,977 (viii) $ 109,961  
Lance F. Tucker     5,962 (i) 18.46   2/22/2022          
    12,666 (ii) 26.01   2/28/2023          
    10,976 (v) 50.59   2/27/2024          
          2,256 (i) $ 125,479      
          4,744 (ii) $ 263,861      
          3,657 (iv) $ 203,402      
              28,094 (i) $ 1,562,588  
              1,977 (viii) $ 109,961  
Steve M. Ritchie         2,980 (i)   18.46     2/22/2022                  
      4,278     8,558 (ii)   26.01     2/28/2023                  
      4,262     8,528 (viii)   35.25     8/8/2023                  
          7,416 (v)   50.59     2/27/2024                  
          9,428 (ix)   41.15     8/7/2024                  
          4,618 (ix)   41.15     8/7/2024                  
                      1,126 (i) $ 62,628          
                      3,206 (ii) $ 178,318          
                      2,318 (v) $ 128,927          
                      2,471 (iv) $ 137,437          
                      1,459 (vi) $ 81,150          
                      2,977 (vi) $ 165,581          
                              11,238 (i) $ 625,058  
                              1,977 (viii) $ 109,961  
Robert C. Kraut   268   540 (vii) 37.98   11/7/2023          
    6,675 (v) 50.59   2/27/2024          
          176 (vii) $ 9,789      
          2,224 (iv) $ 123,699      
          2,431 (ix) $ 135,212      
              1,977 (viii) $ 109,961  
Tiimothy C. O'Hern     3,078         13.63     4/28/2015                  
      4,056     4,056 (i)   18.46     2/22/2022                  
      3,850     7,704 (ii)   26.01     2/28/2023                  
          6,675 (v)   50.59     2/27/2024                  
          962 (ix)   41.15     8/7/2024                  
                </