PAPA JOHNS INTERNATIONAL INC
For the period ended May 1, 2025. Filed Mar 27, 2025.
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May 1, 2025 · Filed Mar 27, 2025
Contents
Summary Compensation Table
The table below summarizes the total compensation paid or earned by the NEOs for each of the last three fiscal years during which the officer was a named executive officer.
| Name and Principal Position | Year | Salary($) | Bonus($)(1) | StockAwards($)(2) | OptionAwards($)(3) | Non-EquityIncentive PlanCompensation($)(4) | Changein PensionValue andNon-qualifiedDeferredCompensationEarnings($) | All OtherCompensation($)(5) | Total($) |
|---|---|---|---|---|---|---|---|---|---|
| Todd A. Penegor | 2024 | 415,385 | — | 3,750,034 | — | 418,085 | — | 233,226 | 4,816,730 |
| President and Chief Executive Officer | |||||||||
| Ravi Thanawala | 2024 | 691,962 | 412,500 | 2,330,945 | — | 452,826 | — | 13,938 | 3,902,171 |
| Chief Financial Officer & EVP International and Former Interim President & CEO | 2023 | 265,385 | 412,500 | 2,250,067 | — | 96,860 | — | 96,513 | 3,121,325 |
| Joseph Sieve | 2024 | 496,443 | — | 1,069,005 | — | 249,835 | — | 13,800 | 1,829,083 |
| Chief Restaurant & Global | 2023 | 427,789 | — | 381,041 | — | 156,415 | — | 13,200 | 978,445 |
| Development Officer | 2022 | 261,539 | — | 550,068 | — | — | — | — | 811,607 |
| Caroline Miller Oyler | 2024 | 518,077 | — | 1,197,703 | — | 260,722 | — | 13,800 | 1,990,302 |
| Chief Legal and Risk Officer, | 2023 | 492,404 | — | 499,968 | — | 179,718 | — | 13,312 | 1,185,402 |
| Corporate Secretary | 2022 | 470,673 | — | 425,111 | — | — | — | 12,200 | 907,984 |
| Robert M. Lynch | 2024 | 369,231 | — | 5,000,006 | — | — | — | — | 5,369,237 |
| Former President and Chief | 2023 | 1,019,231 | — | 4,999,865 | — | 744,000 | — | 17,030 | 6,780,126 |
| Executive Officer | 2022 | 982,692 | — | 4,600,046 | — | — | — | 52,323 | 5,635,061 |
(1)Amounts in this column represent for Mr. Thanawala, sign-on compensation consisting of two installments of a $825,000 sign-on cash bonus, with $412,500 paid on each of July 24, 2023 and July 24, 2024, which is subject to certain clawback provisions.
(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 2024, 2023, and 2022. Fair values were computed under the applicable Accounting Standards Codification (ASC) Stock Compensation topic. For additional information on the assumptions used in the calculation of these amounts, please see Footnote 20 to the Company’s audited financial statements for the fiscal year ended December 29, 2024, Footnote 20 to the Company’s audited financial statements for the fiscal year ended December 31, 2023, and Footnote 20 to the Company’s audited financial statements for the fiscal year ended December 25, 2022, included in the Company’s respective Annual Reports on Form 10-K. See the "Grants of Plan-Based Awards Table" for more information about the equity awards granted to our NEOs in 2024. For 2024, the grant-date values of the annual grant of the performance-based units, based on the maximum outcome of the performance conditions are as follows: $2,499,954 for Mr. Penegor, $1,099,877 for Mr. Thanawala, $549,938 for Mr. Sieve, $549,938 for Ms. Oyler, and $4,999,947 for Mr. Lynch. In addition, the grant-date value of the promotion performance-based units granted to Mr. Thanawala and Mr. Sieve on September 9, 2024, presuming maximum performance, was $119,920 and $44,984, respectively. The grant-date value of the one-time retention awards granted to Mr. Thanawala, Mr. Sieve and Ms. Oyler on July 17, 2024 at the maximum performance level is $710,946; $473,970; and $497,644, respectively. All unvested awards granted to Mr. Lynch were forfeited upon his departure from the Company on April 30, 2024.
(3)The Company has not awarded stock option awards as compensation since 2019.
(4)Amounts in this column reflect payments earned by each NEO pursuant to our Management Incentive Plan, or MIP, based on applicable corporate performance metrics.
(5)Amounts in this column for 2024 are set out in the table below:
| Name | Company MatchingContributions to 401k Plan ($) | Lump SumRelocation ($) | Gross-up Payment ($) |
|---|---|---|---|
| Todd A. Penegor | 6,154 | 149,979 | 77,093 |
| Ravi Thanawala | 13,800 | 138 | — |
| Joseph Sieve | 13,800 | — | — |
| Caroline Miller Oyler | 13,800 | — | — |
| Robert M. Lynch | — | — | — |
2025 Proxy Statement 35
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