John C. Miller
PAPA JOHNS INTERNATIONALAbout John C. Miller
John C. Miller (age 69) is an independent director of Papa John’s International, Inc. (PZZA), serving since 2023. He is a restaurant-industry veteran with 40+ years of operational, strategic, and senior management experience, including a decade as President & CEO of Denny’s. He serves on PZZA’s Compensation Committee and continues as a director of Denny’s Corporation. The PZZA Board identifies him as independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Denny’s Corporation | Chief Executive Officer | 2020–2022 | Led strategic and operational initiatives |
| Denny’s Corporation | President & Chief Executive Officer | 2011–2020 | Long-term leadership, brand and ops oversight |
| Taco Bueno Restaurants, Inc. | Chief Executive Officer | Not disclosed | Restaurant leadership experience |
| Brinker International (NYSE: EAT) | Multiple management positions | 17 years | Oversaw several restaurant brands |
External Roles
| Organization | Role | Start | Committee Roles |
|---|---|---|---|
| Denny’s Corporation (NASDAQ: DENN) | Director | Not disclosed | Not disclosed in PZZA proxy |
Board Governance
- Independence: The Board determined Miller is independent under Nasdaq rules; PZZA’s standing committees are composed solely of independent directors .
- Committee assignments: Compensation Committee member; the committee met 8 times in fiscal 2024; John W. Garratt was appointed chair on March 16, 2025 .
- Ad hoc leadership: Chair of CEO Transition Committee (ad hoc) from May 27, 2024 until CEO appointment; monthly retainers paid to members and additional chair retainer to Miller .
- Attendance: The Board held 12 meetings in 2024; each director attended all Board and applicable committee meetings, and all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet in regular executive sessions at Board and committee meetings .
- Board leadership: Christopher L. Coleman is independent Chair; no Lead Independent Director while Chair is independent .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (Miller) | $103,750 | Actual cash fees received in 2024 |
| Annual Board retainer (standard) | $80,000 | Approved increase effective 2024 |
| Compensation Committee member retainer | $12,000 | Annual retainer for committee membership |
| CEO Transition Committee (ad hoc) member retainer | $5,000/month | Committee operated May 27, 2024–Jul 31, 2024; Miller served and received chair premium |
| CEO Transition Committee chair premium | +$1,500/month | Additional monthly retainer for Miller as Chair |
Performance Compensation
| Instrument | Grant Date | Grant Value | Vesting | Shares/Units | Terms |
|---|---|---|---|---|---|
| Deferred Stock Units (DSUs) — Miller | May 13, 2024 | $135,013 | Time-based; one-year vest; pro rata on departure | Not stated (grant-date fair value per share $52.27) | Dividend equivalent rights; settle in stock at end of Board service |
- Director equity awards are time-based; no performance metrics (e.g., EBITDA, TSR) are used for director DSUs per program description .
Other Directorships & Interlocks
| Company | Relationship | Interlock/Conflict Notes |
|---|---|---|
| Denny’s Corporation (NASDAQ: DENN) | Current director | No interlocking relationships on PZZA Compensation Committee as defined by SEC; committee composed entirely of independent directors |
Expertise & Qualifications
- 40+ years in restaurant operations and strategy; prior CEO roles (Denny’s, Taco Bueno) and senior management at Brinker International provide sector expertise relevant to franchising, operations, and brand management .
- Board-level experience at Denny’s enhances governance perspective and information flow on industry trends .
Equity Ownership
| Holder | Beneficial Ownership | % of Common Stock | Breakdown |
|---|---|---|---|
| John C. Miller | 3,865 shares | <1% | Includes 3,865 director deferred stock units; unvested DSUs: 2,657 units (as of Dec 29, 2024) |
- Pledging/Hedging: Company policy prohibits directors from pledging company securities or engaging in hedging transactions; beneficial ownership table states shares are not subject to any pledge unless otherwise indicated .
- Ownership guidelines: Directors must hold 5x annual cash retainer ($80,000), i.e., $400,000 in company stock within five years; all have attained or are in phased compliance .
Governance Assessment
- Alignment: Independent status, 100% attendance, and service on Compensation Committee — with demonstrated ad hoc leadership during CEO transition — indicate strong engagement and oversight .
- Pay structure: Mix is balanced between fixed cash and time-based DSUs; DSUs settle in stock at end of Board service and accrue dividend equivalents, supporting long-term alignment without short-term performance gaming .
- Ownership and risk controls: Strict anti-pledging/anti-hedging policy, director ownership guidelines with compliance, and no disclosed related-person transactions involving Miller reduce governance risk .
- Compensation Committee quality: Fully independent members; use of an independent compensation consultant (Meridian) with affirmed independence; recent leadership refresh (new chair in 2025) supports effective oversight .
- Red flags: None disclosed for Miller. Watch item: concurrent Denny’s directorship in broader restaurant industry — not identified as a conflict or related-party transaction in PZZA disclosures, but merits monitoring for potential competitive information sensitivities; PZZA’s related-party review framework is robust .