Christopher L. Coleman
PAPA JOHNS INTERNATIONALAbout Christopher L. Coleman
Christopher L. Coleman (age 56) is an independent director of Papa John’s International, Inc. and has served on the Board since 2012; he has been the independent Chair of the Board since 2023 . Based in the UK, Coleman is Group Head of Banking at Rothschild & Co, a Global Partner, and Chairman of Rothschild & Co Bank International, with deep finance and international business credentials . He is designated independent under Nasdaq standards , and attended all Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Papa John’s International, Inc. | Director; Independent Chair of the Board | Director since 2012; Chair since 2023 | Chairs Corporate Governance & Nominating; leads executive sessions and strategic oversight |
| Randgold Resources | Non-Executive Chairman | Until Barrick/Randgold merger in 2019 | Oversight during pre-merger period |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rothschild & Co | Group Head of Banking; Global Partner | Joined 1989; current | Chairman of Rothschild & Co Bank International |
| Barrick Gold Corporation (NYSE: GOLD) | Non-Executive Director | Current | Compensation Committee; ESG and Nominating Committee |
Board Governance
- Independence and leadership: Coleman is independent and serves as independent Chair; no Lead Independent Director is required while the Chair is independent .
- Committees: Chair, Corporate Governance & Nominating Committee; members include Jocelyn C. Mangan and Sonya E. Medina; 5 meetings in fiscal 2024 .
- Responsibilities: Oversees director nominations, Board effectiveness, compliance with Code of Ethics, related person transactions, and ESG/corporate responsibility oversight .
- Attendance: Board held 12 meetings in 2024; each director attended all Board and applicable committee meetings .
- Shareholder engagement: Board and management engaged investors holding more than a majority of shares in 2024; feedback shared with Board/committees .
- Election signal: 2025 Annual Meeting votes for Coleman—For: 26,666,444; Against: 1,477,232; Abstain: 41,280; Broker Non-Votes: 2,165,395 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $80,000 | Increased by $5,000 in 2024 after review by Meridian |
| Independent Board Chair retainer (cash) | $55,000 | Applies to Coleman as independent Chair |
| Corporate Governance & Nominating Committee chair retainer (cash) | $15,000 | Coleman chairs this committee |
| Committee membership fees (if applicable) | $12,000 – Corporate Governance & Nominating; $12,000 – Compensation; $20,000 – Audit | Coleman’s membership is limited to Corporate Governance & Nominating |
| 2024 cash fees actually paid to Coleman | $160,750 | Reflects total cash fees earned |
| Expense reimbursement | Reasonable out-of-pocket expenses reimbursed | Director education included |
Performance Compensation
| Component | Grant Value | Grant Date | Vesting Schedule | Instruments | Notes |
|---|---|---|---|---|---|
| Annual equity grant (Independent Chair) | $220,000 | May 13, 2024 | One-year vest; pro rata if departure before vest | Deferred Stock Units (DSUs) | DSUs earn dividend equivalents; settle in stock upon end of Board service |
| Unvested DSUs held (as of 12/29/2024) | 4,330 units | — | One-year vest from grant | DSUs | Fair value per share at grant was $52.27 |
- Performance metrics: None disclosed for director equity grants; DSUs are time-based and not tied to financial/ESG performance metrics .
Other Directorships & Interlocks
- Public company boards: Barrick Gold (Compensation; ESG & Nominating committees) .
- Interlocks and conflicts: No SEC-defined compensation committee interlocks disclosed; Meridian deemed independent; committee members had no interlocking relationships . No related party transactions disclosed involving Coleman; Corporate Governance & Nominating Committee oversees approval/ratification of related person transactions .
Expertise & Qualifications
- Board skills matrix highlights Coleman’s top expertise areas: Accounting/Finance, Corporate Responsibility/Governance, International/Global Operations, and Strategic Planning (✓ marks) .
- Additional credentials: Extensive international finance leadership at Rothschild & Co; prior non-exec chair experience in mining sector (Randgold) .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of 3/11/2025) | 47,115 shares; less than 1% of outstanding | Outstanding shares: 32,709,301 |
| Options exercisable within 60 days | 11,632 | Historical director options still outstanding |
| Vested options (as of 12/29/2024) | 15,332 | No unvested options outstanding |
| Director deferred stock units | 15,060 | No voting/investment power over DSUs |
| Unpledged status | Shares not subject to pledge unless indicated; none indicated for Coleman | |
| Hedging/pledging policy | Company prohibits hedging and pledging by directors/officers/employees | |
| Director stock ownership guideline | 5x annual cash retainer ($400,000); all directors have attained or are in compliance with phased-in requirement |
Governance Assessment
- Strengths: Independent Chair with strong finance and international oversight; robust attendance; Board self-evaluation through third-party interviews; proactive shareholder engagement; strict anti-hedging/pledging policy; formal related party transaction controls under Coleman’s committee; strong say-on-pay support (99.5% in 2024) and continued majority support in 2025 .
- Signals: 2025 shareholder support for Coleman’s re-election was high, though with measurable “Against” votes; directors’ equity grants are time-based DSUs, aligning with long-term service rather than short-term performance metrics .
- Potential risk areas: Significant external commitments (Rothschild & Co leadership; Barrick board) raise time-commitment considerations, though company policy limits to four public boards and all directors comply . No Coleman-specific related party transactions or hedging/pledging disclosed; policies mitigate alignment risk .
Appendix: Director Compensation Summary for 2024
| Name | Fees Earned or Paid in Cash ($) | Deferred Stock Unit Awards ($) | Total ($) |
|---|---|---|---|
| Christopher L. Coleman | $160,750 | $220,004 | $380,754 |
Appendix: 2025 Annual Meeting Vote Outcomes (Signals)
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Christopher L. Coleman | 26,666,444 | 1,477,232 | 41,280 | 2,165,395 |
| Advisory approval of executive compensation | 26,295,075 | 1,785,456 | 104,425 | 2,165,395 |
| Approval of 2018 Omnibus Incentive Plan amendment | 22,864,184 | 5,277,479 | 43,293 | 2,165,395 |
| Stockholder proposal—Simple Majority Vote | 25,194,370 | 646,951 | 2,343,634 | 2,165,395 |