Jocelyn C. Mangan
PAPA JOHNS INTERNATIONALAbout Jocelyn C. Mangan
Independent director of Papa John’s International, Inc. since 2019; age 53. Core credentials: technology and product strategy leadership; CEO/Founder of illumyn Impact (formerly Him For Her) and illumyn; prior operating roles at Snagajob (COO; Chief Product & Marketing Officer) and OpenTable (SVP, Product). Current public company directorship: Wag! (NASDAQ: PET); also on the board of private company ChowNow. Committee assignments: Compensation; Corporate Governance & Nominating. Independence: affirmed by the Board under Nasdaq standards. 2024 attendance: 100% of Board and assigned committee meetings; attended the 2024 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| illumyn Impact (formerly Him For Her) | CEO & Founder | Since May 2018 | Social-impact ventures focused on board diversity and board talent pipeline; governance-oriented expertise brought to PZZA board. |
| illumyn | Founder | Since May 2018 | Bridges boardroom opportunities with underrepresented executive talent; tech/product strategy lens. |
| Snagajob | COO; previously Chief Product & Marketing Officer | 2017–2018; 2016–2017 | Operating and product leadership relevant to PZZA’s digital/consumer experience. |
| OpenTable | SVP, Product | 2014–2015 | Product strategy; consumer/digital domain expertise. |
External Roles
| Organization | Role | Public/Private | Committees |
|---|---|---|---|
| Wag! Group Co. (PET) | Director | Public (NASDAQ) | Not disclosed in PZZA proxy. |
| ChowNow | Director | Private | Not disclosed in PZZA proxy. |
Board Governance
- Status: Independent director; one of seven independent directors on an eight-member Board. Board committees are composed solely of independent directors.
- Committee assignments (2025 proxy): Compensation Committee (member); Corporate Governance & Nominating Committee (member). Compensation Committee chair is John W. Garratt (appointed March 16, 2025); Corporate Governance & Nominating Committee chair is Christopher L. Coleman. 2024 meetings: Compensation (8); Corporate Governance & Nominating (5).
- Board leadership: Independent Chair (Christopher L. Coleman); no Lead Independent Director currently. Independent director executive sessions held regularly.
- Attendance and engagement: Board met 12 times in 2024; each director attended all Board and committee meetings on which they served; all directors then on the Board attended the 2024 Annual Meeting.
- Governance processes: Annual Board/committee self-evaluations with third‑party interviews; proactive shareholder engagement shared with Board/committees.
- Related‑party oversight: Corporate Governance & Nominating Committee reviews/approves related person transactions; chair may pre-approve < $500k; formal procedures via annual D&O questionnaires and transaction reviews.
- Compensation committee practices: Uses Meridian Compensation Partners as independent advisor; independence assessed; no conflicts; Committee administers the Compensation Clawback Policy and equity plans.
Fixed Compensation (Non-Employee Director Pay – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Increased by $5,000 in 2024. |
| Committee member retainers | $12,000 per committee (Compensation; CG&N) | For Mangan’s two committees, eligible total $24,000. |
| Committee chair retainers | N/A for Mangan | Chairs receive $25,000 (Audit), $15,000 (Comp), $15,000 (CG&N). |
| Fees earned (Mangan actual, 2024) | $102,750 | Reported in Director Compensation table. |
| Reimbursements | Reasonable out-of-pocket expenses | Director education and related costs reimbursed. |
Notes: In 2024 the Board approved increases of $5,000 (cash retainer) and $10,000 (equity award) for non‑management directors.
Performance Compensation (Equity; Director Awards Are Time-Based)
| Metric | 2024 Details | Vesting/Performance Conditions |
|---|---|---|
| Annual equity grant (standard) | $135,000 grant value; DSUs | DSUs vest after one year; pro‑rata if departure before vest; dividend equivalents reinvest and pay in shares; settlement in stock at end of Board service. No performance metrics (time‑based). |
| Mangan – DSU grant fair value (2024) | $135,013 | Grant date May 13, 2024; grant-date per-share fair value $52.27. |
| Unvested DSUs at 12/29/2024 (Mangan) | 2,657 units | Reflects 2024 annual award status at year‑end. |
Director equity is at-risk via share price but not contingent on performance metrics; structure emphasizes alignment through ownership and holding until end of service.
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Compensation Committee interlocks (SEC-defined) | None; committee comprised entirely of independent, non‑management directors; no interlocking relationships. |
| Potential external conflicts | CG&N Committee considers candidates’ other public leadership roles/outside commitments before (re)nomination; oversees conflicts/related person transactions. |
Expertise & Qualifications
- Technology/digital: Identified by the Board as a top skill (Cybersecurity/IT/Digital).
- Strategic planning: Identified as a top skill.
- Consumer marketing/brand building: Listed among top skills.
- Corporate responsibility/governance; public company board experience; large‑company C‑suite leadership: Affirmed in Board skills matrix.
- Professional summary in proxy highlights technology and product strategy leadership and governance experience via other directorships.
Equity Ownership
| Item | Detail |
|---|---|
| Director Deferred Stock Units (beneficial, within 60 days) | 11,988 units (Mangan). |
| Unvested DSUs (12/29/2024) | 2,657 units (Mangan). |
| Stock options (vested) | 0 (Mangan). |
| Hedging/pledging | Prohibited for directors; beneficial ownership table indicates shares are not subject to pledge unless otherwise indicated. |
| Ownership guidelines | 5x annual cash retainer ($80,000) = $400,000; all non‑management directors have attained or are in phased‑in compliance. |
Governance Assessment
-
Strengths
- Independence, full attendance, and active committee work (Compensation; CG&N) support board effectiveness and investor confidence.
- Equity-heavy director pay mix (approx. $135,013 equity vs. $102,750 cash in 2024) supports alignment; DSUs settle at end of service, with dividend equivalents, reinforcing long‑term focus.
- Robust policies: hedging/pledging ban; ownership guideline of 5x retainer; formal related‑party review by CG&N; independent comp consultant with no conflicts.
-
Watch items
- External commitments (CEO/founder of two ventures plus another public/private board) merit ongoing monitoring for bandwidth, but CG&N explicitly considers outside commitments in nominations.
-
RED FLAGS
- None identified in proxy: no attendance gaps, no SEC-defined compensation committee interlocks, no pledging, and no director-related transactions flagged.