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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.  )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a - 6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a - 12

Papa John’s International, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0 - 11

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Notice of Annual Meeting of Stockholders

Tuesday, April 25, 2023
11:00 a.m. Eastern Time

Virtual Meeting Site :

www.virtualshareholdermeeting.com/PZZA2023

Items of Business

Election of the seven 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 2023;
Advisory approval of the Company’s executive compensation;
Advisory vote on the frequency of future advisory votes on executive compensation; and
Such other business as may properly come before the meeting or any adjournment or postponement thereof.

Record Date  February 24, 2023

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 February 24, 2023 are entitled to receive notice of and to vote at the meeting or any adjournment or postponement thereof.

Stockholders are cordially invited to participate in the meeting virtually via our live webcast. Following the formal items of business to be brought before the meeting, we will discuss our 2022 results and answer your questions.

Thank you for your continued support of Papa John’s.

By Order of the Board of Directors,

Christopher L. Coleman

Chair

March 23, 2023

Internet

    

Telephone

    

Mail

    

Webcast

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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.

Participate in the meeting and vote at www.virtualshareholdermeeting.com/PZZA2023

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 25, 2023 — this Proxy Statement and the Papa John’s 2022 Annual Report are available at https://ir.papajohns.com/shareholder-services/annual-meeting.

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TABLE OF CONTENTS

VIRTUAL STOCKHOLDER MEETING

1

CORPORATE GOVERNANCE

2

Majority Voting Standard for Director Elections

2

Code of Ethics and Business Conduct

2

Director Independence

2

Hedging and Pledging Policy

3

Board Leadership Structure and Risk Management

3

Board Self-Evaluation

4

Stockholder Engagement in 2022

4

Independent Chair of the Board

4

Meetings of the Board of Directors

4

Committees of the Board of Directors

5

Environmental, Social and Governance

7

Communications with the Board

9

Nominations for Directors

9

ITEM 1. ELECTION OF DIRECTORS

12

Nominees for Election to the Board

12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

16

EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS

19

Summary Compensation Table

30

Grants of Plan - Based Awards

31

Outstanding Equity Awards at Fiscal Year - End

32

Option Exercises and Stock Vested

33

Nonqualified Deferred Compensation

33

Change in Control and Termination Payments

34

Pay Versus Performance Disclosure

36

CEO Pay Ratio

41

Director Compensation

42

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

44

Compensation Committee Interlocks and Insider Participation

44

Approval of Related Person Transactions

44

Transactions with Related Persons

45

AUDIT COMMITTEE REPORT

47

ITEM 2. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS

49

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

50

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ITEM 4. ADVISORY VOTE ON FREQUENCY OF ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION

51

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

52

Who is entitled to vote at the Annual Meeting?

52

What are my voting rights?

52

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

52

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

52

How can I submit my proxy?

52

How can I submit voting instructions to my broker?

52

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

53

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

53

Participating in the Annual Meeting

53

How does the Board recommend that I vote?

53

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

53

Can I change my vote after submitting my proxy?

54

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

54

What is householding?

54

Who pays for the cost of proxy preparation and solicitation?

55

OTHER MATTERS

55

Stockholder Proposals for the 2024 Annual Meeting

55

Other Business

55

Annual Report

56

ANNEX A

A-1

Reconciliation of Non-GAAP Financial Measures

A-1

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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 (the “Annual Meeting”) to be held virtually at 11:00 a.m. Eastern Time on April 25, 2023, and at any adjournment or postponement of the meeting. We have adopted a virtual format for our Annual Meeting again this year. We will provide a live webcast of the Annual Meeting at www.virtualshareholdermeeting.com/PZZA2023. An audio recording of the entire Annual Meeting will be available on the Papa John’s Investor Relations website after the meeting. This Proxy Statement and the enclosed proxy card are first being mailed or given to stockholders on or about March 23, 2023.

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 seven directors to the Board; the ratification of the selection of Ernst & Young LLP (“EY”) as the Company’s independent auditors for 2023; an advisory approval of the Company’s executive compensation; and an advisory vote on the frequency of future advisory votes on the Company’s executive compensation.

Virtual Stockholder Meeting

The Annual Meeting will be conducted via live webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder as of the close of business on February 24, 2023 or if you hold a valid proxy for the Annual Meeting.

You will be able to participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/PZZA2023. You also will be able to vote your shares electronically at the Annual Meeting (other than shares held through the Papa John’s International, Inc. 401(k) Plan, which must be voted by April 20, 2023).

To participate in the Annual Meeting, you will need the 16 - digit control number included on your proxy card or on the voter instruction form that accompanied your proxy materials.

The meeting webcast will begin promptly at 11:00 a.m. Eastern Time on April 25, 2023. Online access will begin at 10:45 a.m. Eastern Time, and we encourage you to access the meeting prior to the start time.

We will also make the Annual Meeting accessible to anyone who is interested, including team members and other constituents, by visiting the same link at www.virtualshareholdermeeting.com/PZZA2023. Non-stockholder guests will not be permitted to vote or submit questions at the Annual Meeting.

Submitting questions at the Annual Meeting

If you are a stockholder as of the close of business on February 24, 2023, and access the Annual Meeting using the 16 - digit control number included on your proxy card or on the voter instruction form that accompanied your proxy materials, you can submit questions electronically at the Annual Meeting during the webcast. During the live Q&A session of the meeting, members of our executive leadership team and our Chair of the Board will answer questions as they come in, as time permits. To ensure the meeting is conducted in a manner that is fair to all stockholders, the Chair (or such other person designated by our Board) may exercise broad discretion in recognizing stockholders who wish to participate, the order in which questions are asked and the amount of time devoted to any one question. We reserve the right to edit or reject questions we deem profane or otherwise inappropriate. Detailed guidelines for submitting written questions during the meeting are available at www.virtualshareholdermeeting.com/PZZA2023.

If you have technical difficulties or trouble accessing the virtual meeting

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call:

844 - 986 - 0822 (US)

303 - 562 - 9302 (international)

2023 Proxy Statement     1

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Corporate Governance

Principles of corporate governance that guide the Company are set forth in the Company’s Board committee charters, the Company’s Corporate Governance Guidelines and the Company’s Code of Ethics and Business Conduct, all of which are available on our website at www.papajohns.com by first clicking “Investor Relations” and then “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 By-laws (the “By-laws”) provide for a majority voting standard for uncontested director elections and a mechanism for consideration of the resignation of an incumbent director who does not receive a majority of the votes cast in an uncontested election. Under the majority voting standard, a majority of the votes cast means that the number of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that director nominee. In contested elections where the number of nominees exceeds the number of directors to be elected, the vote standard will be a plurality of votes represented in person or by proxy and entitled to vote on the election of directors. In addition, if an incumbent director is nominated in an uncontested election, the director nominee is required, as a condition of the director’s nomination, to submit an irrevocable letter of resignation to the Chair of the Board. If an incumbent director nominee does not receive a majority of the votes cast, the Corporate Governance and Nominating Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Committee’s recommendation and publicly disclose its decision and the rationale behind the decision within 90 days from the date of certification of the election results. The director whose resignation is being considered will not participate in the recommendation of the Committee or the Board’s decision.

Code of Ethics and Business Conduct

The Company’s Code of Ethics and Business Conduct, which is the Company’s code of ethics applicable to all directors, officers and team members worldwide, embodies the Company’s global principles and practices relating to the ethical conduct of the Company’s business and its longstanding commitment to honesty, fair dealing and full compliance with all laws affecting the Company’s business.

The Board has established procedures for any person, including a team member, to submit confidential and anonymous reports of suspected or actual violations of the Company’s Code of Ethics and Business Conduct relating, among other things, to:

violations of the federal securities laws;
fraud or error in the Company’s accounting, audit or internal controls, financial statements and records; or
misconduct by any member of the Company’s senior management.

The procedures for reporting issues and concerns may be found on our website at www.papajohns.com, by first clicking “Investor Relations” and then “Corporate Governance.”

Director Independence

The Board has determined that six of the Company’s eight current directors are “independent” as defined by applicable law and Nasdaq listing standards, as follows: Christopher L. Coleman, Olivia F. Kirtley, Laurette T. Koellner, Jocelyn C. Mangan, Sonya E. Medina, and Anthony M. Sanfilippo. 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.” The Board also determined that Mr. Jeffrey C. Smith was independent under Nasdaq listing standards while he served on the Board.

Robert M. Lynch is not considered to be independent because he serves as President and Chief Executive Officer of the Company. Shaquille O’Neal is not considered to be independent because he is a franchisee of the Company and a brand ambassador of the Company as described under “Transactions with Related Persons” below.

2     2023 Proxy Statement

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Ms. Kirtley 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 Dental Choice, Inc., a nonprofit subsidiary of the Company’s dental insurance carrier. The Board reviewed these relationships and determined that they do not impact Ms. Kirtley’s independence or her business judgment.

Hedging and Pledging Policy

Pursuant to our Insider Trading Compliance Policy, we prohibit employees, officers and directors from pledging any Company securities as collateral for a loan, or from holding any Company securities in a margin account. This policy also prohibits employees, officers and directors from entering into hedging transactions involving Company securities, including purchasing financial instruments such as prepaid variable forwards, equity swaps, collars, exchange funds and similar transactions. Hedging transactions means any transaction that hedges or offsets, or is designed to hedge or offset, any decrease in the market value of Company securities.

Board Leadership Structure and Risk Management

Under our Corporate Governance Guidelines, our Board elects a Chair of the Board with the duties set forth in our By-laws. When the position of Chair of the Board is not held by an independent director, the independent directors will elect a Lead Independent Director. Christopher L. Coleman, our current Chair, is independent; accordingly, we do not currently have a Lead Independent Director.

Our Board has a standing Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee. Each of these Board committees is comprised solely of independent directors, with each of the 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 a whole and also at the committee level, in overseeing management of the Company’s risks. The Board regularly reviews information regarding the Company’s financial, strategic and operational issues, as well as the risks associated with each, and that oversight includes a thorough and comprehensive annual review of the Company’s strategic plan and Enterprise Risk Management program.

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

The Audit Committee oversees management of financial risks; legal and regulatory risks; food safety, information technology and cybersecurity risks; as well as the Company’s Enterprise Risk Management program, reporting on such matters to the full Board. The Audit Committee’s agendas include discussions of individual and emerging risk areas throughout the year, and, through its oversight of our Enterprise Risk Management program, the Audit Committee monitors management’s responsibility to identify, assess, manage and mitigate risks. Our Enterprise Risk Management program is comprised of a cross-functional, management-level Enterprise Risk Management team that helps establish a culture of managing and mitigating risk and coordination of risk management between our executive team and the Board. Specifically, with respect to oversight of technology and cybersecurity risks, our information security officer provides regular formal updates to the Board and Audit Committee on potential cyber threats and the progress of our ongoing security and privacy programs. The Audit Committee reviews with management and reports to the full Board with respect to material information on security matters and risks and management’s actions to monitor and address identified areas for improvement.
The Compensation Committee is responsible for overseeing the assessment and mitigation of risks relating to the Company’s compensation policies and practices and incentive compensation arrangements for its employees, and also oversees succession planning and human capital management. The Compensation Committee reviews our compensation policies and practices to determine whether they subject us to unnecessary or excessive risk. As a result of that evaluation, including a review of the plan design and governance aspects of our compensation programs discussed below in the Compensation Discussion and Analysis, the Compensation Committee concluded that the risks arising from those policies and practices are not reasonably likely to have a material adverse effect on the Company.
The Corporate Governance and Nominating Committee manages risks associated with potential conflicts of interest and reviews governance and compliance issues with a view to managing associated risks, including oversight of our compliance program with respect to our Code of Ethics and Business Conduct, monitoring of risks associated with workplace discrimination and harassment, and our policies regarding diversity and inclusion, culture and internal pay

2023 Proxy Statement     3

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equity. The Corporate Governance and Nominating Committee also oversees the Company’s initiatives on sustainability and environmental, social and governance matters.

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

Board Self-Evaluation

Pursuant to our Corporate Governance Guidelines, the Board conducts an annual self-evaluation to assess its performance, which also includes evaluations of the Audit, Compensation, and Corporate Governance and Nominating committees. In addition, the Corporate Governance and Nominating Committee annually evaluates each director’s individual performance. The Corporate Governance and Nominating Committee is responsible for developing, administering and overseeing processes for conducting evaluations.

Evaluations are designed to assess the qualifications, attributes, skills and experience represented on the Board and whether the Board, its committees and individual directors are functioning effectively. In 2022, the evaluation process included live interviews with each director conducted by a third party, who compiled the results and discussed them with the Chair of the Board and the Chair of the Corporate Governance and Nominating Committee. The results of the assessment were then reported to and discussed by the full Board. The Board identified areas for improvement in 2023 including with respect to Board materials, Board and Committee calendars, and meeting agendas in order to provide more unstructured time for Board discussion on topics identified by the Board in advance of each meeting.

Stockholder Engagement in 2022

Our Board of Directors and our management believe it is important to proactively engage with stockholders. In 2022, we had discussions with stockholders collectively holding more than a majority of our outstanding common stock. This engagement was conducted by senior decision-makers at the Company, including the CEO, the CFO and members of our Investor Relations team.

Areas of particular focus in the engagement included: our five strategic priorities; macroeconomic trends; and our corporate social responsibility programs, including diversity, equity, and inclusion initiatives, environmental issues, and corporate governance matters.

Feedback from stockholders is shared with the Board and the applicable committees on a regular basis.

Independent Chair of the Board

Mr. Jeffrey C. Smith served as our independent Chair of the Board until his departure from the Board in March 2023. Following Mr. Smith’s departure, our Board elected Christopher L. Coleman to be the independent Chair of the Board, effective March 1, 2023.

Our Board believes an independent Chair provides a strong leadership structure and sound governance in the best interests of the Company and its stockholders, working with the Board, the Company’s Chief Executive Officer and management to establish and further the Company’s strategic objectives. When the position of Chair of the Board is not held by an independent director, the independent directors will elect a Lead Independent Director, with the duties described in the Company’s Corporate Governance Guidelines.

Meetings of the Board of Directors

The Board held five meetings in 2022. Each director attended at least 75% of the meetings of the Board and the Board committees on which he or she served during 2022.

Meetings of the Independent Directors

At meetings of both the Board and the Board committees, 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

4     2023 Proxy Statement

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scheduled Board or committee meetings. The Chair of the Board currently chairs executive sessions of the Board. If the position of Chair is not held by an independent director, the Lead Independent Director will chair such executive sessions.

Annual Meetings of Stockholders

The Company does not have a policy regarding director attendance at the Annual Meeting, but we encourage each of our 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 directors then on the Board attended the 2022 Annual Meeting.

Committees of the Board of Directors

The Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee facilitate and assist the Board in the execution of its responsibilities. In accordance with Nasdaq listing standards, each of these standing committees is comprised solely of independent directors. Charters for each of our standing 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 standing committee is also available in print to any stockholder who requests it.

Audit Committee

Members:

Laurette T. Koellner (Chair)

Olivia F. Kirtley

Jocelyn C. Mangan

Meetings in Fiscal 2022: 5

  

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 Audit Committee also is responsible for oversight of the Company’s overall enterprise risk management function and reviews the Company’s practices with respect to risk assessment and risk management and discusses the Company’s risk exposures, including top risks, and the processes to identify, assess, manage and mitigate risks. The responsibilities of the Audit Committee are more fully described in the Audit Committee’s Charter.

Each member of the Audit Committee is independent as determined by the Board, based upon applicable laws and regulations and Nasdaq listing standards. In addition, the Board has determined that each member of the Audit Committee is able to read and understand fundamental financial statements and each of Ms. Koellner and Ms. Kirtley is an “audit committee financial expert” as defined by Securities and Exchange Commission (“SEC”) rules.

2023 Proxy Statement     5

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Compensation Committee

Members:

Anthony M. Sanfilippo (Chair)

Christopher L. Coleman

Sonya E. Medina

Meetings in Fiscal 2022: 7

The Compensation Committee oversees the Company’s compensation programs and is responsible for overseeing and making recommendations to the Board regarding the Company’s overall compensation strategies, succession planning and human capital management. 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. When appropriate, the Committee may form and delegate authority to subcommittees consisting of one or more members to act in a manner consistent with the above or as discussed in the Committee’s Charter.

The Committee has the authority to retain compensation consultants, outside counsel and other advisers. The Committee has engaged Frederick W. Cook & Company (“FW 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. FW Cook does not provide any other services to the Company. The Committee performed an assessment of FW 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 FW Cook during 2022, 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 2022, and the Committee’s process in setting compensation.

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

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Corporate Governance and Nominating Committee

Jo

Members:

Christopher L. Coleman (Chair)

Jocelyn C. Mangan

Sonya E. Medina

Anthony M. Sanfilippo

Meetings in Fiscal 2022: 7

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, 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 recommended the nomination of seven incumbent directors for re-election to the Board at the Annual Meeting.

In addition, the Committee develops and monitors the process for evaluating Board effectiveness, oversees the development and administration of the Company’s corporate governance policies and the Company’s compliance program with respect to the Company’s Code of Ethics and Business Conduct. It 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 Committee oversees the Company’s commitment to corporate values and policies regarding diversity, equity and inclusion (“DEI”). To fulfill this mandate, the Committee provides oversight of the Company’s human resources compliance programs, including policies and procedures for monitoring discrimination and harassment, as well as the Company’s strategies and policies regarding DEI and culture. The Corporate Governance and Nominating Committee also is responsible for consideration of, and reporting to the full Board on, governance matters, including the Company’s initiatives on sustainability and environmental, social and governance (“ESG”) matters, ESG reporting, and public policy matters.

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

Environmental, Social and Governance

At Papa John’s, we believe that people are our most important ingredient, and we are dedicated stewards of our communities and the environment. The Company’s commitment to ESG begins with our focus and aspirations around People, Pizza and Planet. Within these focus areas, the Company continues to advance on our priority topics. The Corporate Governance and Nominating Committee has been tasked with overseeing the Company’s commitment to corporate values of diversity, equity and inclusion and the Company’s initiatives on ESG matters. We published our first full Corporate Responsibility Report for fiscal year 2019, in the second quarter of 2020. We plan to publish our 2022 Corporate Responsibility Report in March 2023. These reports are available on the Company’s website.

Diversity, Equity and Inclusion

Our Papa John's family includes approximately 115,000 corporate and franchise team members around the globe, representing all walks of life. We are in communities large and small and are proud to serve customers from all backgrounds, reflecting our Company’s value of “Everyone Belongs.” Our commitment to diversity, equity and inclusion is rooted in our belief that having a Papa John's team that fully reflects and celebrates the global nature of our brand is the right way to do business.

We are building a culture of leaders who believe in inclusivity, diversity and winning. Our efforts, led by our Chief People and Diversity Officer reporting to the CEO and enabled by a team of DEI experts, embed our culture and core values in our team members’ day-to-day experiences through inclusive performance, recognition, and innovation practices.

We are continuously implementing initiatives to diversify our workforce and leadership pipeline, embed policies and practices that ensure fairness and reward behaviors across the organization that foster a culture of belonging and increase employee engagement. Out of the nine members of our Executive Leadership Team, four identify as female, one identifies as African American, and one identifies as Latino.

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We have also launched multiple corporate initiatives over the past several years to support diversity, equity and inclusion. Some examples include introducing DEI training for corporate team members; launching eight Inclusion Resource Groups with global and enterprise team member participation; expanding parental leave benefits; offering affordable healthcare plans and free virtual healthcare visits available to all part-time and full-time team members; and enhancing our Dough & Degrees fully funded tuition program.

These efforts have earned Papa John’s recognition by Forbes on its 2022 lists of World’s Best Employers and Best Employers for Diversity, as well as by the Human Rights Campaign Foundation’s Corporate Equality Index, on which the company has received a 100% score for two consecutive years.

Workplace Health and Safety

As part of the Company’s enterprise-wide safety management system, Papa John’s invests in training, technology and people to protect both our customers and team members. All Papa John’s team members, from those at our corporate office to those working in our warehouses and restaurants, receive annual safety training based on the requirements of their roles.  Our Quality Control Centers and restaurant operations undergo annual safety audits, as well as random safety checks by regional safety managers and field safety coordinators.

Papa John’s increased its investment in team member safety and asset protection with the establishment of a Loss Prevention team. We continue to take steps to mitigate the impact of the ongoing COVID - 19 pandemic on our team members and our customers by implementing extra health and safety measures across our business, including enhanced cleaning and sanitization measures, daily monitoring of our team members’ well-being, and consistently following the Centers for Disease Control and Prevention’s isolation and quarantine guidelines.

Human Rights

We strive for the highest standards of integrity and human rights in all of our business activities, including our supply chain. Our standard agreements with key suppliers mandate that each product sold to Papa John's will meet good manufacturing practices requirements applicable wherever the product is manufactured, produced, distributed, transported or stored. In addition to these requirements, which include supplier audits, and as part of our ongoing efforts to achieve and improve our standards of high quality and community responsibility throughout our business, we incorporate into our standard supply agreements specific prohibitions against suppliers' use of forced labor or facilitation of slavery and human trafficking, including certification, verification and audit procedures, and we strive to ensure Company representatives receive training to support those efforts. Our commitment to human rights is also demonstrated in our Code of Ethics.

Community

We aim to be a strong corporate citizen by striving to make the communities we serve better places to work, live and play. In partnership with customers and franchisees, we raised nearly $2.8 million in 2022 for The Papa John’s Foundation for Building Community through the Shaq-a-Roni Pizza with a Purpose campaign. The funds support leading nonprofit organizations focused on youth leadership and entrepreneurship, hunger, and food waste reduction, as well as the Building Community Fund, a grant program allowing franchisees to nominate nonprofit organizations in their communities to receive funds.

Environment

Papa John’s is committed to being a good steward of the environment. Our 2021 Environmental and Climate Change Statement in the 2021 Corporate Responsibility Report outlines our priority focus areas of sustainable packaging and materials management, sustainable agriculture, food waste and greenhouse gas emissions. 

Our pizza boxes are made from 100% fiber-based materials certified by the Sustainable Forestry Initiative and the Programme for the Endorsement of Forest Certification. To reduce single-use packaging, we transport our fresh, original pizza dough from our Quality Control Centers to our restaurants in reusable dough trays. When no longer fit for use, we grind and repurpose the trays, which otherwise would be disposed. In 2022, we diverted more than 197,000 pounds of waste from landfills by recycling these trays.

We also work to reduce food waste in our restaurants by more accurately forecasting and sourcing ingredients and donating surplus food to community organizations serving people in need. Since 2010, we have donated 3.6 million meals through our Harvest Program in partnership with the Food Donation Connection. This included approximately 190,000 meals in 2022.

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To reduce our greenhouse gas emissions from our Quality Control Centers, restaurants and Corporate Hubs we have taken steps including installing LED lighting, outfitting power-saving technology in our pizza ovens and reducing diesel use through the implementation of a Shore Power Electric program for our delivery trucks in our Quality Control Centers.

In 2022, we continued to implement initiatives to address our environmental impact and improve data collection to increase transparency, including reporting our Scope 1 and 2 emissions. In 2023 and 2024, our goals include developing a climate action plan, which will include measuring Scope 3 emissions, assessing deforestation exposure in our supply chain, and evaluating targets for reducing emissions and deforestation risks.

Political Contributions

Papa John’s does not have a political action committee (PAC) and does not currently use Company funds for direct political contributions. Any political contributions have an approval process, which is outlined in our Code of Ethics and Business Conduct.

Communications with the Board

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

Board of Directors
c/o Corporate Secretary
Papa John’s International, Inc.
P.O. Box 99900
Louisville, Kentucky 40269 - 0900

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 Qualified 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.

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. The 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 race, ethnicity, gender, age, cultural background and personal background. The Committee considers skills and experience, such as prior board service, financial expertise, international experience, industry experience, technology experience and leadership skills, including prior management experience. In addition, the Committee also considers qualifications that include evidence of: 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. Currently over half of our Board nominees self-identify as being diverse based on gender, race, or ethnicity (two of whom are diverse by race/ethnicity and three by gender), and the Board’s collective experience covers a range of experience across different countries and industries. 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.

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CORPORATE GOVERNANCE

The charts below illustrate the composition of our directors by age distribution, tenure, and self-identified diversity statistics:

Age Distribution

Tenure

Graphic

Graphic

Average Age: 57

Average Tenure: 7.75 years

Board Diversity Matrix (As of March 23, 2023)

Total Number of Directors

8

Female

Male

Non-Binary

Did Not
Disclose Gender

Part I: Gender Identity

Directors

4

4

Part II: Demographic Background

African American or Black

1

Alaskan Native or Native American

Asian

Hispanic or Latinx

1

Native Hawaiian or Pacific Islander

White

3

3

Two or More Races or Ethnicities

LGBTQ+

Did Not Disclose Demographic Background

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.

The Corporate Governance and Nominating Committee will consider candidates for election to the Board recommended by a stockholder in accordance with the Company’s Amended and Restated Certificate of Incorporation (the “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. However, if less than 70 days’ notice of the date of the annual meeting is given, notice by the stockholder must be received no later than 10 days following the earlier of (i) the day on which such notice of the date of the meeting was mailed or (ii) the day on which public disclosure of the date of the meeting was made by the Company.

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CORPORATE GOVERNANCE

Nominations must be addressed to the Chair 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:

Chair of the Corporate Governance and Nominating Committee
c/o Corporate Secretary
Papa John’s International, Inc.
P.O. Box 99900
Louisville, Kentucky 40269 - 0900

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Item 1. Election of Directors

Our By-laws provide that the Board is authorized to fix from time to time the number of directors within the range of three to fifteen members, and currently the Board size is set at eight members. Olivia F. Kirtley 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 Ms. Kirtley for her nearly 20 years of outstanding service to the Company, including serving in various leadership positions at different points of her tenure, including as Chair of the Board, Lead Independent Director and Chair of the Audit Committee and Compensation Committee. The Board has reduced the size of the Board to seven members effective immediately prior to the Annual Meeting. Directors are elected annually to one-year terms and each director nominee has consented to being named in this Proxy Statement and has agreed to serve if elected.

We believe the nominees set forth below possess an appropriate mix of skills, experience, and leadership designed to drive Board performance and properly oversee the interests of the Company, including our long-term corporate strategy. Our nominees include five independent directors (71%), three female directors (43%), and a broad range of professional experience. The nominees also reflect a balanced approach to tenure that will allow the Board to benefit from a mix of newer directors who bring fresh perspectives and seasoned directors who bring continuity and a deep understanding of our complex business.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR.

Set forth below is information concerning the nominees for election, including their principal occupations, business experience, background, key skills and qualifications, and ages as of the date of this Proxy Statement. The key skills and qualifications are not intended to be an exhaustive list of each nominee’s skills or contributions to the Board, but rather the specific skills and qualifications that led to the conclusion that the person should serve as a director for the Company.

Nominees for Election to the Board

Christopher L. Coleman

Graphic

Age:  54

Director since 2012

Chair of the Board

Committees: Compensation, Corporate Governance and Nominating (Chair)

Key Experience and Skills

Mr. Coleman’s extensive financial experience and international business acumen provide insight and expertise to the Board in these key areas.

Professional Experience

Mr. Coleman is based in the UK, where he is Group Head of Banking at Rothschild & Co. He is a Global Partner of Rothschild & Co, Chairman of Rothschild & Co Bank International and also serves on a number of other boards and committees of the Rothschild & Co Group, which he joined in 1989.

Mr. Coleman currently serves as a non-executive director of Barrick Gold Corporation (NYSE: GOLD) (and is a member of its compensation committee and its ESG and nominating committee). Mr. Coleman was previously non-executive Chairman of Randgold Resources until the Barrick/Randgold merger in 2019.

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ITEM 1. ELECTION OF DIRECTORS

Laurette T. Koellner

Graphic

Age:  68

Director since 2014

Committees: Audit (Chair)

Key Experience and Skills

As a former executive of a publicly traded company, Ms. Koellner brings extensive experience to the Board in the areas of complex business operations, finance and accounting, and international business. In addition, she brings extensive corporate governance and compensation experience and insight as a director of other public companies.

Professional Experience

Ms. Koellner most recently served as Executive Chairman of International Lease Finance Corporation, a subsidiary of American International Group, Inc. (“AIG”) from 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 held a variety of financial and business leadership roles from 1997 until 2008, including as a member of the Office of the Chairman and Boeing’s Chief Administration and Human Resources Officer. Prior to her time with Boeing, Ms. Koellner spent 19 years at McDonnell Douglas Corp., which merged with The Boeing Company in 1997.

She currently serves on the board of directors of Celestica, Inc. (NYSE: CLS) (including service as the chair of its audit committee, and a member of its compensation, and nominating and corporate governance committees), The Goodyear Tire & Rubber Company (Nasdaq: GT) (including service as Lead Director and as a member of its compensation, governance, and executive committees) and Nucor Corporation (NYSE: NUE) (including service as chair of its audit committee and member of its compensation and executive development, and governance and nominating committees).

Robert M. Lynch

Graphic

Age: 46

Director since 2019

Key Experience and Skills

Mr. Lynch brings to the board extensive restaurant industry and marketing experience, leading purpose-driven organizations and high-performing teams, and growing successful consumer brands.

Professional Experience

Mr. Lynch was appointed as President and Chief Executive Officer of the Company in August 2019. He joined Papa John’s from Arby’s Restaurant Group where he served as President from August 2017, and served as Brand President and Chief Marketing Officer from August 2013 to August 2017. During his time at Arby’s, he led the brand’s dramatic turnaround to strong growth and profitability. Prior to Arby’s, Mr. Lynch served as Vice President of Marketing at Taco Bell. He has more than 20 years combined experience in the quick service restaurant and consumer packaged goods industries, and also held senior roles at H.J. Heinz Company and Procter & Gamble.

Mr. Lynch currently serves on the board of Kontoor Brands, Inc. (NYSE: KTB) (including service on its talent and compensation committee).

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ITEM 1. ELECTION OF DIRECTORS

Jocelyn C. Mangan

Graphic

Age: 51

Director since 2019

Committees: Audit, Corporate Governance and Nominating

Key Experience and Skills

Ms. Mangan’s extensive experience with technology and product strategy  provides insight and expertise to the Board in these key areas.

Professional Experience

Ms. Mangan is the CEO and Founder of Him For Her, a social enterprise whose aim is to change for-profit boards of directors to include the world’s most talented women. She has served in this capacity since May 2018. Prior to that, Ms. Mangan held positions at Snagajob, serving as its COO from February 2017 to April 2018 and its Chief Product and Marketing Officer from May 2016 to February 2017. From May 2014 to October 2015, Ms. Mangan was SVP of Product at OpenTable.

Ms. Mangan currently serves on the board of Wag! (Nasdaq: PET), a technology platform that supports pet care, and ChowNow, an online food ordering system and marketing platform.

Sonya E. Medina

Graphic

Age: 47

Director since 2015

Committees: Compensation, Corporate Governance and Nominating

Key Experience and Skills

Ms. Medina has extensive experience in brand management and communications, multi-cultural communities, social impact, and diversity, equity, and inclusion.

Professional Experience

Ms. Medina is a branding, social impact and communications strategist. Prior to becoming a consultant, she served as Vice President of Community and External Affairs for Silver Eagle Distributors, the nation’s largest distributor of Anheuser-Busch products from 2009 to 2013. Previously, Ms. Medina served as a White House commissioned officer in the capacity of Deputy Assistant to the President for Domestic Policy and Director of Projects to the First Lady, and as Director of the AT&T Global Foundation.  

Ms. Medina currently serves on the board of Delta Apparel, Inc. (NYSE: DLA) (including service on its audit, and corporate governance committees). She is active in community and civic affairs. Ms. Medina founded the Latina Leadership Institute and travels globally to speak about women’s leadership, diversity, equity and inclusion, and corporate culture and governance.

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ITEM 1. ELECTION OF DIRECTORS

Shaquille R. O’Neal

Graphic

Age:  51

Director since 2019

Key Experience and Skills

Mr. O’Neal brings an entrepreneurial background and creative marketing skills to the Board.

Professional Experience

Mr. O’Neal’s business career includes success in broadcasting, endorsements, music, television and gaming. He has served as an analyst on Inside the NBA since 2011. He has been an investor in franchised and other restaurants since 2010, and actively operates Big Chicken, a fast casual fried chicken restaurant in Las Vegas, and Shaquille’s, a fine dining restaurant in Los Angeles.  Mr. O’Neal is considered to be one of the most dominant basketball players in NBA history, drafted by the Orlando Magic with the first overall pick in the 1992 NBA draft. His NBA career spanned from 1992 until 2011.

He serves on the national board of directors of Communities In Schools, a non-profit devoted to empowering students to stay in school and achieve in life.

Anthony M. Sanfilippo

Graphic

Age: 64

Director since 2019

Committees: Compensation (Chair), Corporate Governance and Nominating

Key Experience and Skills

Mr. Sanfilippo brings extensive operational, strategic and senior leadership experience in the hospitality industry, including casinos, hotels, restaurants and entertainment businesses.  

Professional Experience

Mr. Sanfilippo is the co-founder of Sorelle Capital, Sorelle Entertainment and Sorelle Hospitality, a series of firms focused on investing in and helping entrepreneurs grow companies in hospitality sectors and related real estate ventures.

Mr. Sanfilippo most recently served as Chief Executive Officer and the chairman of the board of directors of Pinnacle Entertainment, Inc., a publicly traded gaming hospitality company with 16 casino locations in 10 states across the U.S. from March 2010 until its October 2018 sale to Penn National Gaming. He served as Pinnacle’s chairman of the board from May 2017 until its sale. Prior to joining Pinnacle, Mr. Sanfilippo served as President, Chief Executive Officer and a board member of Multimedia Games Inc., a publicly traded creator and supplier of comprehensive technology systems, content and electronic gaming devices for various segments of the gaming industry. Prior to joining Multimedia Games, he served as division president at Harrah's Entertainment, Inc., currently known as Caesars Entertainment, Inc., including serving as president and chief operating officer for Harrah’s New Orleans and a board member of Jazz Casino Corporation. Mr. Sanfilippo also served as chairman of the board of Tivity Health, Inc. (Nasdaq: TVTY) until its acquisition by Stone Point Capital in 2022.

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

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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of February 24, 2023 (except as noted otherwise), with respect to the beneficial ownership of our capital stock by (i) each of the named executive officers identified in the Summary Compensation Table in this Proxy Statement, (ii) each director or nominee for director of the Company, (iii) all directors and current executive officers as a group and (iv) each person known to the Company to be the beneficial owner of more than five percent of the outstanding common stock. As of February 24, 2023, there were 34,659,414 shares of common stock outstanding.

    

    

Percent of

 

Amount and Nature of

Common Stock

 Name of Beneficial Owner

Beneficial Ownership(1)(2)

Outstanding

Amanda Clark

10,711

(3)

*

Christopher L. Coleman

40,863

*

Ann B. Gugino

20,301

*

Olivia F. Kirtley

 

116,721

(4)

*

Laurette T. Koellner

 

35,283

(5)

*

Robert M. Lynch

81,805

*

Jocelyn C. Mangan

7,150

*

Sonya E. Medina

23,473

*

Shaquille R. O'Neal

7,150

(6)

*

Caroline Miller Oyler

66,065

(7)

*

Anthony M. Sanfilippo

14,867

(8)

*

C. Max Wetzel

11,952

*

 

All 12 directors and current executive officers as a group

 

436,341

(9)

1.3

%

*

Represents less than one percent of class.

Common Stock Beneficially Owned

Amount and Nature of

Percent

 Other 5% Beneficial Owners

    

Beneficial Ownership(1)

    

Outstanding

BlackRock, Inc.(10)

 

55 East 52nd Street

New York, NY 10055

4,232,941

12.0

%

T. Rowe Price Investment Management, Inc.(11)

100 E. Pratt Street

Baltimore, MD 21201

3,574,293

10.1

%

The Vanguard Group(12)

100 Vanguard Blvd.

Malvern, PA 19355

3,062,920

8.7

%

Starboard Value LP(13)

777 Third Avenue, 18th Floor

New York, NY 10017

2,759,360

8.0

%

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

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(2)Includes the following shares subject to options exercisable within 60 days after February 24, 2023; time - based restricted stock, over which the named persons have sole voting power; and deferred stock units.

Options

Director

Options

Director

exercisable

Restricted

Deferred

exercisable

Restricted

Deferred

Name

  

within 60 days

  

Stock

  

Stock Units

  

Name

  

within 60 days

  

Stock

  

Stock Units

 

Amanda Clark

3,641

Jocelyn C. Mangan

7,150

Christopher L. Coleman

19,040

7,358

Sonya E. Medina

12,907

7,358

Ann B. Gugino

13,175

 

Shaquille R. O'Neal

7,150

Olivia F. Kirtley

14,509

7,358

Caroline Miller Oyler

37,780

3,527

Laurette T. Koellner

18,218

7,358

Anthony M. Sanfilippo

7,564

Robert M. Lynch

 

36,470

 

C. Max Wetzel

 

6,558

(3)Ms. Clark also holds units deemed invested in 512 shares of common stock through a deferred compensation plan provided by the Company, which are not included in the shares reported.
(4)Includes 37,499 shares held in a spousal trust over which Ms. Kirtley is trustee. Ms. Kirtley also holds units deemed invested in 77,102 shares of common stock through a deferred compensation plan provided by the Company, 52,158 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 24,944 of which are not included in the shares reported.
(5)Ms. Koellner also holds units deemed invested in 3,649 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)Mr. O’Neal also received a grant of 55,898 restricted stock units (“RSUs”) pursuant to his March 15, 2022 Endorsement Agreement as set forth in the Transactions with Related Persons section of this Proxy Statement. Mr. O’Neal received such RSUs as an agent of ABG-Shaq, LLC (“ABG-Shaq”), an entity affiliated with him, and has an obligation to deliver to ABG-Shaq any common stock issuable upon vesting of the RSUs. Mr. O’Neal disclaims any direct or indirect beneficial ownership of the RSUs and underlying common stock.
(7)Includes 628 shares held in the Company’s 401(k) Plan.
(8)Includes 3,000 shares held in a family trust over which Mr. Sanfilippo and his wife serve as trustees. Mr. Sanfilippo also holds units deemed invested in 5,402 shares of common stock through a deferred compensation plan provided by the Company, 4,303 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 1,099 of which are not included in the shares reported.
(9)Includes 102,454 shares subject to options exercisable within 60 days, 63,371 shares of unvested restricted stock, 51,296 director deferred stock units and 60,110 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 director deferred stock units or units deemed invested in common stock under the deferred compensation plan have no voting or investment power over any of the shares represented by 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 23, 2023 by BlackRock, Inc. BlackRock reported that it has sole power to vote 4,089,598 shares and has sole dispositive power over 4,232,941 shares.
(11)All information regarding T. Rowe Price Investment Management, Inc. is based on an Amendment to Schedule 13G filed with the SEC on February 14, 2023 by T. Rowe Price Investment Management, Inc. T. Rowe Price Investment Management, Inc. reported that it has sole power to vote 1,133,050 shares and sole dispositive power over 3,574,293 shares.
(12)All information regarding The Vanguard Group is based on an Amendment to Schedule 13G filed with the SEC on February 9, 2023. The Vanguard Group reported that it has shared voting power over 47,142 shares, sole dispositive power of 2,982,791 shares, and shared dispositive power of 80,129 shares.
(13)All information regarding Starboard Value LP is based on the Schedule 13D/A filed with the SEC on August 20, 2021. Starboard Value LP reported that it may have been deemed to beneficially own 2,759,360 shares of common stock, over which it had sole dispositive and voting power. According to the Schedule 13D/A, the beneficial ownership of our common stock by entities affiliated with Starboard Value LP was as follows: (i) Starboard Value and Opportunity Master Fund Ltd had sole voting and dispositive power over 1,250,085 shares; (ii) Starboard Value and Opportunity S LLC  had sole voting and dispositive power over 234,058 shares; (iii) Starboard Value and Opportunity C LP had sole voting and dispositive power over 132,345 shares; (iv) Starboard P LP had sole voting and dispositive power

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

over 429,630 shares; (v) Starboard Value P GP LLC had sole voting and dispositive power over 429,630 shares; (vi) Starboard Value and Opportunity Master Fund L LP had sole voting and dispositive power over 124,797 shares; (vii) Starboard Value L LP had sole voting and dispositive power over 124,797 shares; (viii) Starboard Value R LP had sole voting and dispositive power over 561,975 shares; (ix) Starboard Value R GP LLC had sole voting and dispositive power over 686,772 shares; (x) Starboard X Master Fund Ltd  had sole voting and dispositive power over 176,338 shares; (xi) Starboard Value GP LLC had sole voting and dispositive power over 2,759,360 shares; (xii) Starboard Principal Co LP had sole voting and dispositive power over 2,759,360 shares; (xiii) Starboard Principal Co GP LLC had sole voting and dispositive power over 2,759,360 shares; (xiv) Jeffrey C. Smith had sole voting and dispositive power over 13,751 shares and shared voting and dispositive power over 2,759,360 shares; and (xv) Peter A. Feld had shared voting and dispositive power over 2,759,360 shares. Each of the entities affiliated with Starboard Value LP and Messrs. Smith and Feld disclaimed beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. As described in “Transactions with Related Persons—Share Repurchase Agreement,” on March 1, 2023, the Company repurchased 2,176,928 shares of our common stock from entities affiliated with Starboard Value LP, such that Starboard Value LP no longer beneficially owns in excess of 5% of our common stock.

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s

Executive Compensation —
Compensation Discussion and Analysis

Introduction

This section describes the Company’s philosophy and program for compensating its executive officers as well as the compensation paid to its named executive officers (“NEOs”) for fiscal year 2022. The NEOs for fiscal year 2022 are:

Robert M. Lynch, President and Chief Executive Officer;
Ann B. Gugino, Chief Financial Officer;*
C. Max Wetzel, Former Executive Vice President, Chief Operating Officer;**
Amanda M. Clark, Chief International and Development Officer; and
Caroline Miller Oyler, Chief Legal and Risk Officer.

*   The Company recently announced that Ms. Gugino’s last day as Chief Financial Officer was March 22, 2023.

**  Mr. Wetzel resigned from his position with the Company on March 17, 2023.

Executive Summary

Papa John’s, delivering its third straight year of positive North America comparable sales and pizza industry outperformance in fiscal 2022, continues to grow on top of the solid foundation it has built on our journey to become the world’s best pizza company.

Amid changing consumer behavior and macroeconomic headwinds in fiscal 2022, the Company grew its global system-wide restaurant sales when compared with a year ago. The Company also introduced impactful menu innovations, such as Epic Pepperoni Stuffed Crust and New York Style pizzas, addressing the needs of value-seeking consumers with Papa Pairings, and growing its Papa Rewards loyalty program.  

However, the increased sales were not enough to offset the significant macroeconomic headwinds the Company, and the broader restaurant industry, faced in 2022. In particular, unprecedented commodity and wage inflation significantly impacted operating margins. As a result, the Company delivered adjusted operating income of approximately $157.5 million in 2022.1 It is worth noting that this level of profitability remains significantly higher than in the preceding years.

The Compensation Committee takes seriously its responsibility to maintain appropriate pay for performance alignment with an emphasis on driving shareholder value – a core component of which is our post-MIP operating income metric, which is based upon adjusted operating income, net of non-controlling interests. In fact, the short-term management incentive plan (“MIP”) is heavily focused on our post-MIP operating income metric (50% of the weighting) and there is a threshold amount of post-MIP operating income required to achieve payout under the MIP plan regardless of performance on the other metrics. 

While the Company’s relative performance – both historical and industry – was respectable, and profitability was significantly impacted by external macroeconomic factors in 2022, the Company fell short on achieving its ambitious MIP plan targets.  Consistent with its pay-for-performance philosophy and compensation program design, fiscal 2022 executive compensation required the achievement of rigorous financial and operating targets in 2022. As the Company did not achieve its post-MIP operating income threshold goal, there was no payout under the MIP in fiscal 2022 for its NEOs. However, the performance-based units granted in 2020 under the Company’s Long-Term Incentive Program (“LTIP”) paid out at 108% of target in 2022, as the Company’s total shareholder return (“TSR”) over the 2020-2022 performance period was at the 59th percentile of its TSR peer group, demonstrating the strong performance of the Company over the last three years.

As part of the Company’s commitment to live its values and demonstrate leadership in the industry, it introduced for the first time an Environmental, Social and Governance (“ESG”) performance metric into the MIP in 2022. The purpose of the ESG metric is to align management compensation with key ESG priorities as set out by the Corporate Governance and Nominating Committee and it plans to continue this metric in 2023.

1 See Annex A to this Proxy Statement for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.

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Our Executive Compensation Process

Peer Group Companies and Benchmarking

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

The Compensation Committee in consultation with FW Cook, its independent compensation consultant, reviews the peer group annually. For competitive comparisons used to inform 2022 compensation decisions, the peer group included the companies in the following table. The Committee believes the companies in the peer group share many characteristics with the Company, including a common industry, market capitalization and other financial criteria, and are an appropriate group of comparable companies with which we compete for executive talent. The Committee made the changes to the 2022 peer group on this basis to add and remove certain companies as noted below.  

COMPETITIVE PEER GROUP

BJ's Restaurants, Inc.

Cracker Barrel Old Country Store, Inc.

Jack in the Box Inc.

Bloomin' Brands

Darden Restaurants

Restaurant Brands International Inc.*

Brinker International, Inc.

Denny’s Corp.

Texas Roadhouse, Inc.

The Cheesecake Factory, Inc.

Dine Brands Global, Inc.

The Wendy’s Company

Chipotle Mexican Grill, Inc.

Domino’s Pizza, Inc.

Wingstop, Inc.*

*

For 2022, we removed Dunkin’ Brands Group, Inc., which became a private company at the end of 2020, and Red Robin Gourmet Burgers, Inc. We added Restaurant Brands International Inc. and Wingstop, Inc. to the NEO peer group based on input from FW Cook. The peer group was otherwise unchanged from 2021.

Role of Compensation Consultants in the Executive Compensation Process

The Compensation Committee retained FW Cook as its independent compensation consultant for 2022. FW Cook reports directly to the Compensation Committee and does not provide any other services to the Company. The Compensation Committee regularly reviews and assesses FW Cook’s independence pursuant to SEC and Nasdaq rules and has determined that the firm is independent and has no conflicts of interest with the Company. The Committee seeks input from FW Cook on compensation trends, appropriate peer group companies and market survey data, and specific compensation decisions as discussed in this Compensation Discussion and Analysis.

Role of Management in the Executive Compensation Process

In making 2022 compensation decisions, the Compensation Committee requested input from the CEO, who reviewed the performance of the NEOs and other executives (other than himself), provided recommendations to the Committee on NEOs’ and other executives’ compensation, and provided perspective on the performance of the management team (other than himself). 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. Lynch was not present when his compensation was being discussed or approved.

The Committee’s determination of each NEO’s compensation was based on a qualitative and quantitative review and assessment of many factors, including the individual’s performance, experience, scope of responsibilities, leadership and leadership development, and the importance of the NEO to the successful execution of our strategies.

Stockholder Input/Say - on - Pay Vote

The Company considers input from stockholders, including the results of the annual advisory vote on executive compensation (“say-on-pay proposal”), in determining compensation for our NEOs. At our 2022 Annual Meeting of stockholders, approximately 98.5% of the votes cast on the say-on-pay proposal were in favor. Stockholders’ positive support of our executive compensation program and business strategy is one of many factors the Committee uses in determining compensation for our NEOs.

Engagement with our stockholders in 2022 covered a range of topics important to them, such as our five strategic priorities; macroeconomic trends; and our corporate social responsibility programs, including diversity, equity, and inclusion initiatives,

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environmental impacts, and corporate governance matters. We also engaged with proxy advisory firms and conducted several investor roadshows and presentations throughout the year. Our senior management team, including our CEO, CFO and members of our investor relations team, maintains regular contact with a broad base of investors, including through quarterly earnings calls, individual meetings and other channels for communication, to understand their concerns. Feedback from stockholders helps inform our executive compensation decisions, including the addition of the ESG metric to the MIP for 2022.

Compensation Policy Highlights

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

No executives have an employment agreement other than the CEO.
No “single trigger” change of control payments.
No guaranteed bonus or base pay increases, other than sign-on payments and inducements for newly recruited executives.
No repricing or cash buyouts of underwater stock options or granting of discount-priced stock options. We have not issued stock options since 2019.
Multi-year vesting and performance periods for annual equity grants.
“Clawback” of certain performance-based compensation in the event the Company is required to prepare an accounting restatement to the extent the restatement indicates that the performance goals were not achieved.
Risk mitigation features including robust stock ownership requirements, multiple performance metrics to deter excessive focus on a singular performance goal in the annual MIP, and an annual risk assessment by the Compensation Committee.
Use of an independent compensation consultant to provide advice in structuring pay packages for executives, which reflect the Company’s pay-for-performance philosophy.
No dividends or dividend equivalent rights paid on unexercised stock options or unearned performance-based units.
No hedging or pledging of Company stock by executive officers or directors. See “Hedging and Pledging Policy” above for additional information.

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Fiscal 2022 Executive Compensation Overview

Our executive compensation program is designed to support the successful execution of the Company’s ongoing growth strategy and our Better Ingredients. Better Pizza.® brand promise, while taking into consideration market and evolving best practices. In 2022, the Compensation Committee continued its practice of providing to its NEOs the following components of executive compensation:

Pay Component

    

Description

    

2022 Actions and Payments

Base Salary

Fixed cash compensation.

Mr. Lynch, Mr. Wetzel, Ms. Gugino, Ms. Clark, and Ms. Oyler received salary increases from 2021 levels of 11.1%, 8.3%, 3.6%, 16.3%, and 5.6%, respectively.  

These increases were based in large part on ensuring salaries of our NEOs remain competitive with market rates. In particular, for Mr. Wetzel and Ms. Clark the increases were in connection with Mr. Wetzel’s promotion to EVP and Chief Operating Officer and Ms. Clark’s promotion to Chief International and Development Officer.

Annual Cash Incentive Compensation (under MIP)

Provides an annual cash incentive to the NEOs and others within the Company based upon achievement of preestablished annual performance goals related to Post-MIP Operating Income, Net Development, North America Comparable Sales and ESG initiatives.

Based on the Company’s failure to achieve the 2022 Operating Income metric threshold, NEO payouts under the MIP were 0%.

Long-term Compensation

Restricted Stock – 40%
Performance-based units – 60%

Time-based Restricted Stock: 3 - Year Ratable Vesting,

Performance-based units earned based on the Company’s three-year relative TSR.

In 2022, each NEO received a target long-term incentive plan (LTIP) award comprised 60% of performance-based units and 40% of restricted stock. Ms. Gugino also received a one-time restricted stock award in recognition of her significant contributions. Performance-based units granted in 2020 were paid out at 108% of target as relative TSR over the 2020-2022 performance period was at the 59th percentile relative to the performance peers.

Tying Pay to Performance

The Compensation Committee aligns the majority of NEO compensation to short- and long-term performance objectives.  While salary is a fixed element of compensation, increases in salary are not guaranteed, and all other elements of compensation above are tied to Papa John’s overall performance. In 2022, the Committee applied our pay-for-performance philosophy by:

Setting rigorous, objective performance goals under the annual cash incentive award, the MIP.
Granting performance-based units under the LTIP that are tied to relative TSR versus the 23 other companies in the S&P 1500 restaurant category, measured over a three-year period.
Granting restricted stock awards that typically vest over three years, tying executive compensation to long-term service and the creation of long-term stockholder value. Award levels are tied to individual performance and individual success in driving results.

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Consistent with our pay-for-performance compensation philosophy, executives with the greatest potential to impact the Company’s success by achieving the Company’s strategic and performance objectives receive a greater proportion of “at-risk” or variable compensation. For 2022, 86% of Mr. Lynch’s compensation at target and 66% of our other current NEOs’ compensation at target (without consideration of sign-on or other one-time awards) was tied to specific performance objectives or our total shareholder return.

Graphic

Graphic

Elements of Fiscal 2022 Executive Compensation

Base Salary

Base salary increases are typically considered annually 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 considers all of the factors described under “Our Executive Compensation Process” above. Adjustments to base salary, if any, typically occur during the first quarter of each year. Several NEOs received market adjustments to their base salaries in 2022:  Mr. Lynch’s base salary was adjusted from $900,000 to $1,000,000, Ms. Gugino’s base salary was adjusted from $550,000 to $570,000, and Ms. Oyler’s base salary was adjusted from $450,000 to $475,000. In addition, Mr. Wetzel’s base salary was adjusted from $600,000 to $650,000 in connection with his promotion to EVP and Chief Operating Officer in May 2022. Ms. Clark’s base salary was adjusted from $430,000 to $450,000 as part of the annual review process in February and further adjusted to $500,000 in connection with her promotion to Chief International and Development Officer in May 2022.

Short-Term Cash Incentive Compensation

In 2022, our short-term cash incentive program under the MIP was designed to reward achievement of annual performance objectives, with priority placed on the operating income metric. Fifty percent (50%) of the MIP’s payout was based on the post-MIP operating income metric, and achievement of threshold operating income was also required for any cash payout, even if non-income metrics were achieved. Forty-four (44%) percent of the MIP’s payout was based on comparable sales and net development metrics, equally weighted, and six percent (6%) of the MIP’s payout was based on the ESG metric.  If a non-income metric, such as net unit development (North America and International), comparable sales (North America), and ESG (in each case, as defined and calculated in the table below) exceeded the target goals, then the plan would provide for payout on that metric at the greater of 100% or the same payout percentage as the post-MIP operating income metric. The maximum potential payout was 200% of each executive’s target. The Company believes the plan design, with built-in limits, prevents paying excessive awards when our post-MIP operating income does not meet our objectives for the full year and is an important element in mitigating the risk of focusing on short-term performance.  

For 2022, post-MIP operating income (as defined in the table below) was below the threshold performance level, resulting in performance of 0% on that particular metric. Accordingly, the payout for the entire MIP was also 0%. Although the other metrics did not factor into the overall payout under our plan design given failure to achieve the post-MIP operating income metric, our net development, comparable sales for North America, and ESG goals were achieved between threshold and target performance levels.  

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In 2022, performance metrics and the target and actual results of the MIP included:

   

   

    

    

    

Calculated

  

 

Payout

Award

 

Metric

Definition

Weighting

Target(1)

Actual Results

Percentage

Percentage

 

Post-MIP Operating Income

 

Adjusted operating income net of non-controlling interests.

50

%  

$

196,000

$

155,885

(2)  

0

%  

0

%

Net Development

 

Global system-wide store openings less store closings.

22

%  

 

300 units

 

244 units

62.7

%  

0

%

North America Comparable Sales

North America system-wide comparable sales (average same-store, year-over-year sales), an industry standard used to measure company growth.

22

%

5.0

%

0.7

%  

14.0

%  

0

%

ESG Metric

6

%

Progress against goals

6.0

%  

0

%

Actual Payout

 

Payout %

0

%

(1)(In thousands)  If the post-MIP Operating Income threshold of $170.5 million was not achieved then there could be no payout under the plan. Overall payout for the plan was capped at 200% of target in 2022.  
(2)(In thousands)  Post-MIP Operating Income and Adjusted Operating Income are Non-GAAP financial measures. See Annex A to this Proxy Statement for a reconciliation of non-GAAP financial measures.

Performance targets for each MIP plan metric were set by the Committee with consideration of stockholder value creation as well as the Company’s targets contained in the annual budget and operating plan. The performance targets to achieve target payout were set in conjunction with the Company’s 2022 annual budget.

In 2022, the target MIP awards (expressed as percentages of base salary and dollar amounts) and the earned MIP awards (expressed as dollar amounts) for each NEO were as follows:

    

    

Target

    

    

    

Short-Term

Target

Actual

Incentive

Short-Term

Short-Term

Award

Incentive

Incentive

(% of Base

Award

Award

 Named Executive Officer

Title

Salary)

    

$

$

Robert M. Lynch

 

President and Chief Executive Officer

 

150

%  

1,474,038

0

Ann B. Gugino

    

Chief Financial Officer

    

75

%  

424,904

0

C. Max Wetzel

Executive Vice President, Chief Operating Officer

75

%

474,519

0

Amanda Clark

Chief International and Development Officer

75

%

359,423

0

Caroline Miller Oyler

Chief Legal and Risk Officer, Corporate Secretary

75

%

353,005

0

*

Target award based on actual 2022 base salary paid.

Each NEO’s actual annual incentive award payment in the table above is determined by formula based on the Company’s achievement of the pre-established performance targets that are derived from the Board-approved annual budget and operating plan. By tying the targets to the budget and operating plan, we believe the plan rewards performance, and payments will generally correlate to our operating results in a given year. As discussed above, actual 2022 results for all metrics resulted in a MIP plan payout of 0% due to the failure to meet the minimum required post-MIP operating income threshold of $170.5 million, which result emphasizes the rigor of the Company’s performance goals under our pay-for-performance philosophy.

Since 2022 our MIP includes a qualitative ESG performance metric to incentivize and measure management’s success in implementing key ESG priorities, including in such areas as workforce diversity, clean ingredients, and environmental impact. This ESG metric was weighed 6% of the target. Although the MIP did not result in any payout in 2022 for the reason

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discussed above, the Compensation Committee determined that management delivered performance at the target level with respect to the ESG metric, based upon the achievement of pre-determined goals.

For the 2023 compensation year, the design of the MIP is consistent with the 2022 program (including the inclusion of the ESG performance metric). Amanda Clark will participate in both the U.S.-based corporate MIP (70% of her target annual incentive payment) and our international MIP (30% of her target annual incentive payment). The international MIP has similar performance goals as the corporate MIP, except that the measures are applied to our international business.

Long-Term Incentive Compensation

Our LTIP for executive officers consists of time-based restricted stock (weighted 40%) and performance-based units (weighted 60%). The determination of the annual grant values is a function of a number of factors considered by the Compensation Committee, including market competitiveness, position within the organization, significance of the individual to the Company’s strategy and success, and the level of “total direct compensation” deemed to be appropriate for the NEO.

In February 2022, our Compensation Committee approved the annual grant of time-based restricted stock and performance-based units to each NEO in accordance with our equity grant practices policy, with the effective date of grant on February 28, 2022, two business days after the release of our fourth quarter and full-year 2022 earnings.

Time-Based Restricted Stock. We awarded restricted stock in 2022 to provide long-term compensation to our NEOs, helping to build a culture of ownership. We believe restricted stock awards are a strong executive retention tool and align the interests of our executives with the interests of stockholders. The time-based restricted stock awards in 2022 have a three-year graded vesting schedule (i.e., one-third vests per year).

Total Shareholder Return Plan and Awards. Since February 2019, the Compensation Committee has granted performance-based restricted stock units (“performance-based units”) under the Total Shareholder Return Plan (“TSRP”).  We believe this plan best supports our long-term strategic and financial priorities.

Description of TSRP

The TSRP measures the TSR (which is generally the change in the trading price of a share of common stock plus dividends paid) on our common stock relative to the TSR of a group of publicly traded companies deemed comparable by the Compensation Committee (the “TSR Peer Group”) over a three-year performance period starting on the grant date (the “Performance Period”). The Performance Period for the 2022 TSRP is February 28, 2022, to January 31, 2025.  

As of the beginning of the Performance Period, participants are awarded performance-based units denominated in the number of shares earned if target performance is achieved (“Target TSR Shares”). The number of Target TSR Shares granted to the NEOs in 2022 were as follows: Mr. Lynch, 23,709 shares; Ms. Gugino, 3,943 shares; Mr. Wetzel, 5,068 shares (including an additional pro-rated amount of 944 shares due to his promotion); Ms. Clark, 2,523 shares (including an additional pro-rated amount of 461 shares due to her promotion); and Ms. Oyler, 2,191 shares. If an executive is terminated without cause prior to the end of the Performance Period, the executive receives a pro rata payout based upon achievement of the award’s performance element, provided at least 12 months of service have been provided during the Performance Period. No dividends paid by the Company on its common stock during the Performance Period are paid to holders of Target TSR Shares during the Performance Period.  Instead, dividends paid during the Performance Period will be deemed reinvested in additional share units on the ex-dividend date, and will be delivered only and to the extent the underlying TSR Shares are earned.  

Target TSR Shares will vest and be converted into shares of our common stock at the end of the Performance Period if the TSR of our common stock is equal to the 55th percentile of the TSR of the companies in the TSR Peer Group. The actual number of TSR Shares that may be earned ranges from 0% to 150% of the Target TSR Shares according to the following table:

PZZA Relative TSR vs.
TSR Peer Group Companies

Percentage of Target TSR
Shares Earned

>= 80th Percentile

150%

55th Percentile

100%

25th Percentile

33%

< 25th Percentile

0%

If our relative TSR is below the 25th percentile of the TSR Peer Group, then no shares will be earned. Payout will be linearly interpolated for performance between the 25th and 55th percentiles, and for performance between the 55th and 80th percentiles. Notwithstanding the above, if the Company’s TSR for the Performance Period is negative, the maximum payout is capped at 100% of the Target TSR Shares.

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Individuals who are awarded Target TSR Shares are subject to the Company’s clawback provisions as well as certain restrictive covenants that survive the Performance Period.

The TSR Peer Group

The TSR Peer Group is comprised of 23 companies, listed below, and includes companies listed in the S&P 1500 Restaurants Sub-Industry GICS code. The TSR Peer Group represents a broader group outside our compensation peer group with which we compete for business and investment capital as well as executive talent:

2022 TSR PEER GROUP

Bloomin Brands, Inc.

Dine Brands Global, Inc.

Shake Shack

BJ's Restaurants, Inc.

Domino’s Pizza, Inc.

Starbucks Corporation

Brinker International, Inc.

El Pollo Loco Holdings

Texas Roadhouse, Inc.

Chipotle Mexican Grill, Inc.

Fiesta Restaurant Group

The Cheesecake Factory, Inc.

Chuy's Holdings

Jack in the Box Inc.

The Wendy’s Company

Cracker Barrel Old Country Store, Inc.

McDonald's Corporation

Wingstop Inc.

Darden Restaurants

Red Robin Gourmet Burgers, Inc.

YUM! Brands, Inc.

Dave & Buster's Entertainment

Ruth's Hospitality Group

2020 Performance-based Units.  Performance-based units granted in 2020 were paid out at 108 % of target as relative TSR over the period of 2020-2022 was at the 59th percentile compared to the performance peers selected for the 2020 grant.

Compensation of Chief Executive Officer

Chief Executive Officer

The Compensation Committee structured Mr. Lynch’s compensation to create alignment between our strategic goals and stockholder interests. In connection with his appointment as Chief Executive Officer, the Company entered into an employment agreement with Mr. Lynch on August 26, 2019 (the “Employment Agreement”). The Employment Agreement automatically renews for successive one-year terms unless either party elects not to renew by providing written notice to the other party at least 180 days prior to expiration.

Performance-based compensation.  In 2022, most of Mr. Lynch’s total direct compensation package was performance-based, tied to specific performance objectives or our total shareholder return. Mr. Lynch’s annual base salary was increased from $900,000 to $1,000,000 in 2022. In recognition of his leadership and performance and consideration of market practice, Mr. Lynch’s annual short-term cash incentive opportunity was increased, per an amendment to his Employment Agreement on April 7, 2022, from a target of 130% to 150% of base salary. During the term of his Employment Agreement, base salary increases, and the amount, performance criteria and terms of bonus awards and equity awards are at the discretion of the Compensation Committee, although his short-term cash incentive follows the MIP as for the other NEOs. Mr. Lynch was awarded an annual LTIP award in fiscal year 2022 under the Company’s LTIP program at a target grant-date fair value of approximately $4.6 million, made in the same allocation of grant types as awarded to other executive officers of the Company, which was 60% performance-based units and 40% time-based restricted stock.

Compensation of Other NEOs

There were no material changes to the compensation of the NEOs in 2022 other than as noted below.

Promotions and one-time equity awards

In May 2022, Mr. Wetzel was promoted to EVP, Chief Operating Officer. As part of his promotion, his base salary was adjusted from $600,000 to $650,000 and his annual LTIP award was increased from a target grant-date fair value of $800,000 to a target grant-date fair value of $1,000,000 (pro-rated for 2022).  

In May 2022, Ms. Clark was promoted to Chief International and Development Officer. As part of her promotion, her base salary was adjusted from $430,000 to $500,000 and her annual LTIP award was increased from a target grant-date fair value of $400,000 to a target grant-date fair value of $500,000 ((pro-rated for 2022).  

In May 2022, Ms. Gugino received a one-time restricted stock award in the amount of approximately $250,000 in recognition of her significant contributions.

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Other Compensation Policies and Programs

Clawback Policy

Under the terms of the Company’s 2018 Omnibus Incentive Plan (the “Omnibus Plan”), the MIP and other agreements, the NEOs’ incentive compensation is subject to “clawback” if the Company is required to prepare an accounting restatement due to the material noncompliance by the Company, as a result of misconduct by the NEO, with any financial reporting requirement under the federal securities laws. In such circumstances, the NEO will be required to reimburse the Company the amount of any award earned or accrued during the period of twelve months following the first public issuance or filing of the financial document that contained information affected by such material noncompliance. In addition, if the Company is required to prepare an accounting restatement, then grantees under the Omnibus Plan will be required to forfeit any awards based on the achievement of pre-established performance goals to the extent that the restatement indicates that the performance goals were not achieved. The Company intends to update its executive compensation clawback requirements as necessary to comply with the SEC and Nasdaq’s new requirements for executive compensation recovery prior to the effective date of the new rules.

Deferred Compensation and Retirement Benefits

The Company maintains retirement and savings benefits for its executives. The NEOs were eligible to participate in the Company’s 401(k) Plan. The Company also maintained in 2022 a Nonqualified Deferred Compensation Plan (the “NQDCP”) for the NEOs and other highly compensated executives. The NQDCP provides eligible executives an opportunity to defer to all or part of their base salary and/or bonus compensation to a future date.

Under the NQDCP, participants are able to choose from various investment crediting options consistent with those offered under the Company’s 401(k) Plan. There are currently 29 investment crediting options available under the NQDCP, including Company stock, which may be used to determine the rate of return to be credited on participant deferrals.

Allowances and Other Benefits

The NEOs are also eligible for disability and life insurance benefits under the plans available to salaried Company employees. The Company may also contract for the use of private aircraft to allow NEOs to travel for business purposes, particularly for reasons of safety and security and efficient use of travel time, subject to approval by the President and Chief Executive Officer.

Severance and Change of Control Benefits

The Compensation Committee believes that providing severance benefits to NEOs upon certain termination events or upon qualifying terminations following a change of control of the Company supports the following goals: (1) recruiting and retaining qualified executives; (2) clarifying terms of employment and reducing the risk of employment disputes; and (3) ensuring that post-employment obligations are met. The change of control benefits are structured to protect the interests of stockholders by including a “double-trigger” mechanism that results in a severance payout only when a change of control is consummated and the executive is terminated by the Company without cause or by the executive for good reason within 24 months following the change of control.

Severance Pay Plan

The Company has in place a Severance Pay Plan, as amended, that covers the severance benefits payable to the Company’s employees (including the NEOs) in connection with a qualifying termination (other than the Chief Executive Officer, whose severance benefits are set forth in his employment agreement with the Company). Under the Severance Pay Plan the NEOs and employees with the title of Senior Vice President or higher who are members of the Company’s Executive Leadership Team will receive a severance benefit in the event of termination without cause equivalent to 12 months of base salary, a pro-rata portion of MIP bonus based on period of service, 12 months of COBRA coverage continuation benefits, and six months of outplacement services.

Change of Control Severance Benefits

Under the Company’s Amended and Restated Change of Control Severance Plan, effective November 1, 2020 (the “Amended Plan”), the Company will pay certain severance benefits to the NEOs and other key executives in connection with a qualifying termination following a change of control of the Company (other than the Chief Executive Officer, whose change-of-control severance benefits are set forth in his employment agreement with the Company). Please see the “Change of Control and Termination Payments” section for a summary of the severance benefits payable to the NEOs under the applicable plans in the event of a change of control.

2023 Proxy Statement     27

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EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS

Continued Focus on our Long-Term Success

Stock ownership by our executive officers is a key consideration of our executive compensation philosophy. We believe that executive ownership of our stock demonstrates to investors that our executives have a significant stake in the Company and its future and mitigates risks associated with equity compensation programs.

The ownership guidelines for our current NEOs are:

Ownership Guideline

Executive Officer

    

as a Multiple of Base Salary (x)

 

Chief Executive Officer

5.0x

All other Executive Officers

3.0x

NEOs have five years after becoming subject to the ownership requirement to achieve the ownership level. Our NEOs are subject to an additional equity holding requirement that applies when ownership requirements have not been met, in which case all equity acquired upon vesting of awards, net of taxes, must be held until the executive achieves the applicable ownership level.

Ownership levels at any particular time are calculated based on the purchase price of shares owned or the actual price on the measurement date, whichever is higher. Sources of ownership for measurement purposes include:

stock personally or otherwise beneficially owned directly or indirectly;
stock equivalent units held in our nonqualified deferred compensation plan;
stock held in a 401(k) account or other qualified retirement account, such as an IRA; and
unvested restricted stock (excluding performance-based units).

The Compensation Committee reviews the stock ownership guidelines on an annual basis. As of December 31, 2022, all current NEOs were in compliance with the equity holding requirement of the guideline and are on track to meet the ownership requirements, although not every NEO has reached the ownership requirements due to a lack of sufficient time served with the Company.

Tax and Accounting Policies

Deductibility of compensation expense under Code Section 162(m) of the Internal Revenue Code has not been a material consideration for our Compensation Committee based on the levels and types of compensation we pay. Code Section 162(m) generally limits the U.S. federal income tax deduction for compensation paid to our NEOs to $1,000,000 per covered employee. The Committee will continue to consider tax implications in making compensation decisions and, when believed to be in the best long-term interests of our stockholders, may provide compensation that is not fully deductible.

We expense the cost of employee stock-based compensation in accordance with the fair value method contained in the Financial Accounting Standards Board Accounting Standards Codification “Compensation — Stock Compensation” (which we refer to as the ASC Stock Compensation Topic). We recorded stock-based compensation expense of $18.4 million in 2022, $16.9 million in 2021, and $16.3 million in 2020. As a result, the expense related to equity compensation has been and will continue to be a material consideration in our overall compensation program design.

28     2023 Proxy Statement

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EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS

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 25, 2022, and in this Proxy Statement.

COMPENSATION COMMITTEE

Anthony M. Sanfilippo, Chair

Christopher L. Coleman

Sonya E. Medina

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.

2023 Proxy Statement     29

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EXECUTIVE COMPENSATION

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.

  

  

  

  

  

  

  

Change

  

  

 

in Pension

 

Value and

 

Non-qualified

 

Non-Equity

Deferred

 

Stock

Option

Incentive Plan

Compensation

All Other

 

Salary

Bonus

Awards

Awards

Compensation

Earnings

Compensation

Total

 

 Name and Principal Position

  

Year

  

($)

  

($)(1)

  

($)(2)

  

($)(3)

  

($)(4)

  

($)

  

($)(5)

  

($)

 

Robert M. Lynch

 

2022

982,692

4,600,046

52,323

5,635,061

President and Chief Executive Officer

2021

900,000

3,999,979

2,340,000

7,239,979

 

2020

900,000

3,400,100

1,980,000

98,093

6,378,193

Ann B. Gugino

  

2022

566,539

1,015,079

(6)

1,581,618

Chief Financial Officer

2021

550,000

739,914

825,000

29,618

2,144,532

2020

126,923

475,000

1,300,060

190,385

2,092,368

C. Max Wetzel

 

2022

632,692

(7)

940,133

(7)

1,572,825

Executive Vice President, Chief Operating Officer

2021

555,769

642,649

833,654

18,314

2,050,386

 

2020

500,000

475,084

750,000

7,512

1,732,596

Amanda Clark

2022

479,231

(8)

470,091

(8)

949,322

Chief International and Development Officer

2021

428,461

349,968

642,692

11,658

1,432,779

2020

363,462

200,000

950,125

545,192

118,842

2,177,621

Caroline Miller Oyler

2022

470,673

425,111

12,200

907,984

Chief Legal and Risk Officer, Corporate Secretary

2021

448,116

374,999

672,173

11,658

1,506,946

2020

435,788

375,042

653,683

5,985

1,470,498

(1)Amounts in this column for 2020 represent (a) for Ms. Gugino, sign-on compensation consisting of a $475,000 sign-on cash bonus; and (b) for Ms. Clark, sign-on compensation consisting of a $200,000 sign-on cash bonus.
(2)Amounts in this column reflect the aggregate grant date fair value for each respective fiscal year related to both time-based restricted stock and performance-based units granted in 2022, 2021, and 2020. All fair values were computed in accordance with the applicable Accounting Standards Codification (ASC) Stock Compensation topic. Assumptions used in the calculation of these amounts are included in Footnote 20 to the Company’s audited financial statements for the fiscal year ended December 25, 2022, Footnote 20 to the Company’s audited financial statements for the fiscal year ended December 26, 2021, and Footnote 21 to the Company’s audited financial statements for the fiscal year ended December 27, 2020, included in the Company’s respective Annual Reports on Form 10 - K. For 2022, the grant-date fair values of the performance-based units based on the maximum outcome of the performance conditions, assuming a 150% payout of the relative TSR performance metric, are as follows: $4,139,947 for Mr. Lynch, $688,507 for Ms. Gugino, $720,112 for Mr. Wetzel, $360,056 for Ms. Clark, and $382,581 for Ms. Oyler. In addition, the amounts in this column for 2022 include promotion compensation granted to Ms. Clark on May 9, 2022 and Mr. Wetzel on May 16, 2022, consisting of (a) performance-based units based on the probable outcome of performance conditions at 100% at the grant date resulting in a value of $41,969 for Ms. Clark and $83,959 for Mr. Wetzel, and (b) restricted stock with grant date fair values of $28,069 for Ms. Clark and $56,066 for Mr. Wetzel. The grant-date fair values of the promotion-related performance-based units granted to Ms. Clark and Mr. Wetzel, assuming 150% payout of the relative TSR performance metric are $62,954 for Ms. Clark and $125,939 for Mr. Wetzel.
(3)The Company has not awarded stock option awards as compensation since 2019.
(4)Amounts in this column for 2022, 2021, and 2020 include payments earned by each NEO pursuant to the 2022, 2021, and 2020 Management Incentive Plans, or MIPs, based on corporate performance metrics for 2022, 2021, and 2020. Based on the Company’s failure to achieve the 2022 Operating Income metric threshold, payouts for each NEO under the MIP for the year ended December 25, 2022, were zero.
(5)Amounts in this column for 2022 are set out in the table below:

Company Matching

Aircraft Usage

Contributions to Deferred

& Travel

 Name

Compensation Plan ($)

Reimbursement

 

Robert M. Lynch

    

52,323

(9)

Ann B. Gugino

 

C. Max Wetzel

Amanda Clark

Caroline Miller Oyler

12,200

 

(6)Also includes a one-time restricted stock award in the amount of approximately $250,000 received by Ms. Gugino in May 2022 in recognition of her significant contributions.
(7)Reflects the pro-rated amount received by the NEO due to Mr. Wetzel’s promotion to EVP, Chief Operating Officer in May 2022, and corresponding increase in base salary and LTIP.
(8)Reflects the pro-rated amount received by the NEO due to Ms. Clark’s promotion to Chief International and Development Officer in May 2022, and corresponding increase in base salary and LTIP.
(9)Amounts reported under “Aircraft Usage & Travel Reimbursement” reflect costs for chartered private commercial airplane usage by Mr. Lynch accompanied by his wife for trips that involved both a business-related and personal benefit.

30     2023 Proxy Statement

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EXECUTIVE COMPENSATION

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 25, 2022.

All Other

Stock

Grant

Date of

Awards:

Date Fair

Compensation

Estimated Future Payouts

Estimated Future Payouts

Number

Value of

Committee

Under Non-Equity Incentive Plan

Under Equity Incentive Plan

of Shares

Stock and

Meeting at

Awards(1)

Awards(2)

of Stock or

Option

Which Grant

Threshold

Target

Maximum

Threshold

Target

Maximum

Units

Awards

 Name

  

Grant Date

  

Was Approved

  

($)

  

($)

  

($)

  

(#)

  

(#)

  

(#)

  

(#)(3)

  

($)(4)

 

Robert M. Lynch

1,474,038

2,948,076

2/28/2022

2/16/2022

7,903

23,709

35,564

2,759,965

2/28/2022

2/16/2022

17,226

(i)

1,840,081

Ann B. Gugino

424,904

849,808

2/28/2022

2/16/2022

1,314

3,943

5,915

459,005

2/28/2022

2/16/2022

2,865

(i)

306,039

5/9/2022

5/1/2022

2,993

(ii)

250,035

C. Max Wetzel

474,519

949,038

2/28/2022

2/16/2022

1,375

4,124

6,186

480,075

5/16/2022

4/25/2022

315

944

1,416

83,959

2/28/2022

2/16/2022

2,996

(i)

320,033

5/16/2022

4/25/2022

687

(iii)

56,066

Amanda Clark

359,423

718,846

2/28/2022

2/16/2022

687

2,062

3,093

240,037

5/9/2022

4/12/2022

154

461

692

41,969

2/28/2022

2/16/2022

1,498

(i)

160,016

5/9/2022

4/12/2022

336

(ii)

28,069

Caroline Miller Oyler

353,005

706,010

2/28/2022

2/16/2022

730

2,191

3,287

255,054

2/28/2022

2/16/2022

1,592

(i)

170,057

(1)Amounts in these columns represent plan awards pursuant to our annual MIP, for the fiscal year ended December 25, 2022. Based on the Company’s failure to achieve the 2022 Operating Income metric threshold, payouts for each NEO under the MIP for the year ended December 25, 2022, were zero.
(2)Amounts in this column represent grants of performance-based units. The 2022 performance-based units vest date is February 28, 2025, subject to the Company’s relative TSR performance based on the TSR Peer Group. The 2022 performance-based units have a maximum payout of 150%.
(3)Amounts in this column represent grants of time - based restricted stock. At the time the Company pays dividends to holders of its common stock, recipients of time - based restricted stock also receive dividends on the unvested and outstanding shares. The 2022 restricted stock grant vest dates are indicated as follows:
(i)one-third on each of February 28, 2023, 2024, and 2025; and
(ii)one-third on each of May 9, 2023, 2024, and 2025; and
(iii)one-third on each of May 16, 2023, 2024, and 2025.
(4)Amounts in this column represent the full grant date fair value of each time - based restricted stock award and performance-based unit, as computed in accordance with the ASC Stock Compensation topic. Full grant date fair value and vesting details are as follows:

Full Grant Date

Fair Value

 Equity Type

Grant Date

per Share ($)

Vesting

 

 Time-Based Restricted Stock

2/28/2022

 

106.82

3-year graded

5/9/2022

83.54

3-year graded

5/16/2022

81.61

3-year graded

 Performance-based Units

2/28/2022

116.41

3-year cliff

5/9/2022

91.04

3-year cliff

5/16/2022

88.94

3-year cliff

Assumptions used in the calculation of these amounts are included in Footnote 20 to the Company’s audited financial statements for the fiscal year ended December 25, 2022, included in the Company’s Annual Report on Form 10 - K.

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EXECUTIVE COMPENSATION

Outstanding Equity Awards at Fiscal Year - End

The following table sets forth information with respect to the outstanding equity awards at 2022 fiscal year - end for the NEOs.

Option Awards

Stock Awards

Equity

Equity

Incentive Plan Awards:

Number of

Market Value of

Incentive Plan Awards:

Market or Payout

Number of Securities

Shares or

Shares or

Number of Unearned

Value of Unearned

Underlying Unexercised

Option

Units of Stock

Units of Stock

Shares, Units or Other

Shares, Units or Other

Options

Exercise

Option

That

That

Rights That Have Not

Rights That Have Not

Exercisable

Unexercisable

Price

Expiration

Have Not Vested