Caroline Miller Oyler
PAPA JOHNS INTERNATIONALAbout Caroline Miller Oyler
Chief Administrative Officer (effective June 5, 2025) and Corporate Secretary; previously Chief Legal and Risk Officer since 2018 . In her expanded role she oversees People Experience (HR & culture), legal, risk, safety & security, internal audit and facilities; she has 26 years of tenure at Papa Johns and has served as interim HR leader in 2008–2009, 2018–2019 and 2022 . Company performance context: FY2024 revenues were $2.06B (-4% YoY) with adjusted operating income of $148.2M; TSR for 2024 implied a $100 investment value of $67.42 vs peer group $120.60; 2022–2024 LTIP paid 0% due to bottom-quartile TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Papa John’s International, Inc. | Chief Administrative Officer | 2025–present | Consolidated oversight of People Experience, legal, risk, safety & security, internal audit and facilities to drive efficiency |
| Papa John’s International, Inc. | Chief Legal and Risk Officer; Corporate Secretary | 2018–present | Led legal, risk, safety & security and internal audit; continued as Corporate Secretary |
| Papa John’s International, Inc. | Interim HR leader | 2008–2009; 2018–2019; 2022 | Stepped in to lead HR during multiple transitions |
External Roles
No external directorships disclosed in the reviewed SEC filings for 2024–2025 .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Target Bonus ($) | Actual Bonus Paid ($) |
|---|---|---|---|---|
| 2025 (post-promotion) | 575,000 | 75% | — | — |
| 2024 | 525,000 | 75% | 393,750 | 260,722 |
Performance Compensation
Management Incentive Plan (MIP) – FY2024 Design and Outcome (applies to NEOs including Oyler)
| Metric | Weighting | Target | Actual | Calculated Payout % | Award % |
|---|---|---|---|---|---|
| Adjusted Operating Income (52-week) | 50% | $160.7M | $148.183M | 80.6% | 40.3% |
| North America Comparable Sales | 25% | 3.1% | -3.8% | 0.0% | 0.0% |
| Net Development – North America | 15% | 72 units | 81 units | 125.0% | 18.8% |
| Net Development – International | 5% | 70 units | 43 units | 61.1% | 3.1% |
| Corporate Responsibility Metric | 5% | Progress vs goals | Achieved | 100.0% | 5.0% |
| Total MIP Payout | — | — | — | — | 67.1% |
Oyler’s FY2024 MIP: Target $393,750; Actual $260,722 .
Equity Awards – Structure, Grants, and Vesting
Time-Based Restricted Stock (RS)
| Grant | Shares/Value | Vesting Schedule | Notes |
|---|---|---|---|
| Annual RS (3/4/2024) | 3,855 shares | One-third on 3/4/2025, 3/4/2026, 3/4/2027 | Annual LTIP component |
| Special RS – CEO transition (3/25/2024) | 2,262 shares ($150,016 grant-date fair value) | Cliff vest 3/25/2026 | Granted for interim CEO assistance |
Performance-Based Units (PSUs) – Annual LTIP
| Grant | Target Shares | Performance Metrics | Vesting |
|---|---|---|---|
| 2024 PSU (3/4/2024) | 3,256 | 50% Relative TSR vs S&P 1500 Restaurants (0–200% scale); 50% 3-year Cumulative Systemwide Sales ($15,692mm threshold; $16,245mm target; $17,056mm max) | 3/4/2027 (cliff) |
| 2023 PSU (2/27/2023) | 3,374 | Relative TSR vs peer group; 0–150% payout; capped at 100% if TSR negative | 2/27/2026 (cliff) |
One-time Retention Performance-Based RSUs (stock-price hurdles)
| Grant | Maximum Units | Hurdles | Vesting |
|---|---|---|---|
| Retention PSU (7/17/2024) | 27,725 (value $1,312,500 ÷ $47.34) | 30% at $65; +30% at $75; +40% at $85 (30-day avg close must exceed hurdle for 30 consecutive trading days) | 7/17/2028 (4-year cliff; service required) |
Status: As of March 21, 2025, none of the stock price hurdles had been achieved .
Equity Ownership & Alignment
| Metric | Detail |
|---|---|
| Total beneficial ownership | 79,388 shares (less than 1% of outstanding) |
| Shares outstanding (for context) | 32,709,301 |
| Options exercisable within 60 days | 33,636 |
| Restricted stock (unvested; voting power) | 12,360 |
| 401(k) holdings | 659 shares |
| Outstanding equity awards (examples) | Multiple legacy options outstanding and exercisable with strikes/expirations spanning 2025–2029 |
| Hedging/Pledging | Prohibited for employees/officers/directors; beneficial ownership table states shares are not subject to any pledge unless indicated |
| Stock ownership guideline | 3.0x base salary for executive officers; five-year compliance period; hold-until-compliant policy |
| Compliance status | As of 12/29/2024, all current NEOs were in compliance with the holding requirement and on track to meet ownership requirements |
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment agreement | Company discloses no executive employment agreements other than CEO; Oyler participates in Company plans |
| Severance Pay Plan (without cause) | 12 months base salary; pro-rata MIP; 12 months COBRA; 6 months outplacement |
| Change-of-Control Severance Plan (Tier 2) | 18 months base salary; 1.5× Target Bonus Amount; pro-rata bonus (greater of target/projected/actual); 18 months COBRA; 6 months outplacement; time-based awards fully vest if assumed and double-trigger termination |
| Oyler – quantified scenarios (as of 12/29/2024) | Change of control: cash $1,181,250; restricted stock $325,641; PSUs $219,083; total $1,725,974 . Involuntary (not for cause): cash $525,000; PSUs $219,083; restricted stock $325,641; total $744,083 . |
| Clawback | SEC/Nasdaq-compliant clawback adopted Dec 1, 2023; recovery of incentive comp upon restatement regardless of fault; Omnibus Plan provides additional recovery/forfeiture for misconduct-related restatements |
| Deferred compensation | Executive contributions $31,085 (2024); aggregate balance $1,144,348; investment options mirror 401(k), includes Company stock |
Compensation Structure Analysis
- Mix shift: Company has not granted stock options since 2019; equity is delivered via RS/PSUs, increasing retention and service-linked alignment .
- One-time retention PSUs introduce high-powered stock-price hurdles (65/75/85) with 4-year cliff vesting, strengthening retention but potentially concentrating value realization around hurdle achievement windows .
- Governance emphasis: prohibitions on hedging/pledging, multi-year vesting/performance periods, clawback adoption and robust ownership guidelines align incentives with long-term shareholder value .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: 99.5% support at 2024 Annual Meeting .
- Peer group updates: 2024 compensation benchmarking added Krispy Kreme, Red Robin and Shake Shack; removed Darden, BJ’s and Cracker Barrel; Red Robin later removed due to market cap/stock price decline .
Performance & Track Record
- FY2024 MIP paid at 67.1% of target amid revenue decline and comp sales pressure, while net development in North America exceeded target .
- LTIP outcomes: 2022 PSU tranche paid 0% (bottom-quartile TSR); 2021 PSU paid 92% (52nd percentile TSR), evidencing performance sensitivity of equity .
- Company TSR context: 2024 $100 investment value at $67.42 vs peer $120.60; multi-year TSR values disclosed for benchmarking .
Investment Implications
- Alignment: Strong governance features (clawbacks, no hedging/pledging, ownership guidelines) and multi-year PSU metrics (TSR and systemwide sales) suggest meaningful pay-for-performance alignment, with demonstrated downside outcomes in underperforming periods .
- Retention risk: Promotion to CAO and increased 2025 LTI ($650,000 pro-rated) plus retention PSUs with 4-year cliff reduce near-term departure risk; however, equity value is back-end loaded, and none of the stock-price hurdles have been achieved to date .
- Trading signals: Retention PSU hurdle structure ($65/$75/$85) can create event-driven focus; monitor insider Form 4 activity around hurdle proximity and PSU vest dates; execution against systemwide sales targets will also affect PSU payouts .
- Performance headwinds: 2024 revenue decline and TSR underperformance vs peers underscore execution risk; watch FY2025–2026 comp sales recovery and development metrics given their weighting in incentives .