Ravi Thanawala
About Ravi Thanawala
Independent director (Class III) since September 2024; age 41; term expires at the 2027 annual meeting. Currently Chief Financial Officer and EVP of International at Papa John’s International (appointed September 2024), previously CFO since July 2023 and Interim CEO from March–August 2024; earlier leadership roles at Nike (CFO & VP of Nike North America; Global VP & CFO of Converse) and eight years at ANN INC.; B.S. from NYU Stern School of Business. Selected for the board for public company management experience and financial acumen; determined independent under Nasdaq rules and designated an SEC “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nike, Inc. | CFO & VP, Nike North America | Seven years at Nike (roles incl. CFO & VP) | Senior finance leadership in major consumer brand |
| Converse (Nike) | Global VP & CFO | Part of tenure at Nike | Brand-level CFO experience |
| ANN INC. | Finance and Operations roles (progressive responsibility) | Eight years | Retail finance/ops foundation |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| Papa John’s International (public) | CFO & EVP, International | Appointed September 2024 | Previously CFO since July 2023; Interim CEO March–August 2024 |
| Papa John’s International (public) | Interim CEO | March–August 2024 | Transition leadership role before resuming CFO position |
| Papa John’s International (public) | CFO | July 2023–September 2024 | Elevated to CFO & EVP of International in September 2024 |
Board Governance
- Committee assignments: Audit Committee Chair; members: Boyce, Levitan, Thanawala; audit committee met 4 times in FY2024; board met 6 times and all incumbent directors attended ≥75% of meetings/committees served.
- Independence: Board affirmed Thanawala’s independence under Nasdaq Rule 5605 and Exchange Act Rule 10A‑3; he qualifies as an “audit committee financial expert” (SEC definition).
- Lead Independent Director: Dick Boyce serves as lead independent director with defined responsibilities including presiding over executive sessions and liaison duties.
- Committee structure and FY2024 membership counts (for context): Audit (4 mtgs), Management Compensation & Leadership (4), Sustainability, Nomination & Governance (4).
Fixed Compensation
| Metric | FY2024 | Notes |
|---|---|---|
| Fees earned or paid in cash ($) | 21,346 | Pro rata from September 2024 appointment |
| Policy – Board annual retainer (cash) | $50,000 | Increased from $35,000 effective July 1, 2024 |
| Policy – Audit Committee Chair retainer (cash) | $20,000 | Annual chair fee |
| Policy – Audit Committee member retainer (cash) | $10,000 | For members other than chair |
| Policy – Lead Director retainer (cash) | $15,000 | In addition to base retainer |
Performance Compensation
| Equity Award | Grant | Shares/Units | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Initial RSU (modified) | September 2024 appointment | 8,334 | 91,507 | Three equal annual installments, fully vested on 3rd anniversary (service-based) | Modified initial grant approved by Compensation Committee |
| Annual RSU 2024 | 2024 board cycle | 3,000 (policy) | 32,202 | Vests by next annual meeting or first anniversary | 2024 annual grant value reduced and set in units; applies to continuing non-employee directors |
| Equity cap (non-employee directors) | Policy limit | — | ≤$750,000/year (≤$1,000,000 in first-year service) | N/A | Aggregate compensation cap under 2021 Plan |
| Change-in-control treatment | Annual awards | — | — | Annual awards vest in full upon Change in Control | Subject to continuous service through such date |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Indicator |
|---|---|---|
| None disclosed | — | No other public company directorships disclosed for Thanawala |
- Compensation Committee interlocks: None; no cross-director/officer interlocks reported.
Expertise & Qualifications
- Audit committee financial expert; deep public company finance leadership (Papa John’s CFO/EVP International; Nike/Converse brand CFO roles).
- Selected for board based on public company management and financial acumen.
- Educational credential: B.S., NYU Stern School of Business.
Equity Ownership
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | % Total Voting Power | RSUs Outstanding |
|---|---|---|---|---|---|---|
| Ravi Thanawala | — | — | — | — | — | 8,334 |
| Basis / methodology | As of March 31, 2025; percentages based on 5,512,814 Class A and 2,542,355 Class B outstanding | — | — | — | Voting power: A=1, B=10 votes | — |
- Anti-hedging/pledging: Company policy prohibits hedging and pledging by directors, with limited, pre-approved exceptions for pledging (≤33% of holdings, demonstrated capacity to repay).
Governance Assessment
- Strengths: Independent director with substantive operating CFO experience and designated audit committee financial expert; chairs audit committee overseeing financial reporting integrity, auditor independence, internal controls, and related-party approvals—key for investor confidence in turnaround contexts.
- Alignment: Majority of FY2024 director compensation in equity ($91,507 stock awards vs. $21,346 cash), plus time-based initial RSUs; equity-heavy mix aligns incentives with shareholder outcomes.
- Engagement: Audit Committee met 4x; board met 6x; all incumbents attended ≥75%—no attendance red flags disclosed.
- Conflicts/Related-party: No related-party transactions involving Thanawala disclosed; audit committee charter requires review/approval of any related-person transactions over $120,000 and recusal if director has material interest.
- Risk indicators: No Section 16(a) delinquency noted for Thanawala; board maintains anti-hedging/anti-pledging policies.
- Potential watch items: External bandwidth (CFO & EVP International at a public company) could pose time-commitment risk; SNG process explicitly evaluates candidate time availability and conflicts in director nominations.