John W. Garratt
PAPA JOHNS INTERNATIONALAbout John W. Garratt
Age 56; independent director at Papa John’s since 2023. Former President and CFO of Dollar General (after serving as EVP & CFO from 2015–2022) and previously spent 10 years in leadership roles at Yum! Brands. Designated an SEC “audit committee financial expert,” bringing deep accounting/finance and multi-unit retail/restaurant expertise; currently chairs Papa John’s Compensation Committee (effective March 16, 2025) and serves on the Audit Committee. External public boards include Humana (Investment Committee Chair; Audit member) and Cracker Barrel (Audit Chair; Compensation member).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dollar General (NYSE: DG) | President & Chief Financial Officer (previously EVP & CFO) | EVP & CFO 2015–2022; President & CFO until May 2023 | Led finance for large-cap retailer; brings financial, audit, compensation, and governance experience to PZZA Board |
| Yum! Brands (NYSE: YUM) | Leadership positions | ~10 years prior to DG | Added global restaurant operating perspective and multi-brand experience |
External Roles
| Company | Role | Committees | Status |
|---|---|---|---|
| Humana, Inc. (NYSE: HUM) | Director | Investment Committee Chair; Audit Committee member | Current |
| Cracker Barrel Old Country Store, Inc. (NASDAQ: CBRL) | Director | Audit Committee Chair; Compensation Committee member | Current |
Board Governance
- Independence: The Board determined Garratt is independent under Nasdaq standards; all standing committees (Audit, Compensation, Corporate Governance & Nominating) comprise only independent directors.
- Committee assignments: Audit Committee member (5 meetings in FY2024); appointed to Compensation Committee and as its Chair on March 16, 2025 (Committee held 8 meetings in FY2024). Garratt is an “audit committee financial expert.”
- Attendance and engagement: The Board met 12 times in 2024; each director attended all Board and applicable committee meetings; all directors then on the Board attended the 2024 annual meeting. Independent directors hold regular executive sessions.
- CEO transition oversight: Served on ad hoc CEO Transition Committee formed May 27, 2024; each member received $5,000/month (Chair received an additional $1,500/month); the committee ceased upon appointment of Todd Penegor as President & CEO.
- Compensation Committee process: Engages Meridian as independent compensation consultant; Committee assessed Meridian’s independence and found no conflicts; Committee administers the Company’s Clawback Policy and equity plans.
Fixed Compensation
| Component (Non-Employee Director) | 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 108,750 | Includes Board/committee retainers and ad hoc CEO Transition Committee fees (monthly), where applicable |
| Retainer Schedule (Program Terms) | — | Annual Board retainer $80,000; Audit Chair +$25,000; Compensation Chair +$15,000; Audit member +$20,000; Compensation member +$12,000. 2024 increases: +$5,000 cash retainer; +$10,000 equity award. |
| Annual Meeting/Board Meetings | — | Board held 12 meetings (2024); each director attended all Board and committee meetings served. |
Performance Compensation
| Grant/Instrument | Grant Date | Grant-Date FV/Share ($) | Award Value ($) | Unvested Units at 12/29/24 | Vesting & Features |
|---|---|---|---|---|---|
| Deferred Stock Units (Director Annual Grant) | May 13, 2024 | 52.27 | 135,013 | 2,657 | DSUs vest in 1 year; pro rata if director departs before vest date; settle in shares at end of Board service; earn dividend equivalent rights on a reinvestment basis. |
Note: Company shifted from director options pre-2019; no unvested options outstanding.
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public boards | Humana (Investment Chair; Audit member); Cracker Barrel (Audit Chair; Compensation member) |
| Interlocks | Proxy discloses no Compensation Committee interlocking relationships as defined by the SEC. |
| Potential conflicts | Cross-board service in restaurants (Cracker Barrel) raises routine information-flow monitoring but independence maintained; committees at PZZA comprise only independent directors. |
Expertise & Qualifications
- Audit committee financial expert as determined by the Board.
- Board skills matrix highlights top expertise in Accounting/Finance, Consumer Marketing/Brand Building, International/Global Operations, and Strategic Planning.
- Extensive executive finance leadership at Dollar General; decade at Yum! Brands.
Equity Ownership
| Metric | Value | As of |
|---|---|---|
| Beneficial Ownership (shares) | 3,646 | March 11, 2025 |
| % of Outstanding | <1% | March 11, 2025 (32,709,301 shares outstanding) |
| Components w/in 60 days: Options | 0 | March 11, 2025 |
| Components w/in 60 days: Restricted Stock | 0 | March 11, 2025 |
| Components w/in 60 days: Director Deferred Stock Units | 3,646 | March 11, 2025 |
| Unvested Director DSUs | 2,657 | December 29, 2024 |
| Hedging/Pledging | Prohibited for directors; shares generally not subject to pledge unless indicated (none indicated for Garratt). | |
| Director ownership guideline | 5x annual cash retainer ($80,000) = $400,000 within 5 years; all directors have attained or are in compliance with phased-in policy. |
Governance Assessment
- Strengths for investor confidence
- Independent director with 100% attendance; serves as Audit member and Compensation Chair (from March 16, 2025), and is designated an audit committee financial expert.
- Robust committee processes: independent comp consultant (Meridian) with no conflicts; Board maintains regular executive sessions; Clawback policy oversight by Compensation Committee.
- Pay-for-service alignment for directors via DSUs with one-year vesting and settlement upon end of service; director ownership guideline requires meaningful skin-in-the-game.
- Watch items
- Multi-board workload: simultaneous service at Humana and Cracker Barrel plus PZZA committee chair duties requires ongoing time-commitment oversight (no SEC interlocks disclosed).
- Cross-industry sensitivity: Cracker Barrel board role is within the broader restaurant space; monitor for potential information sensitivities (Board affirms independence and uses related-party approval controls).
- No red flags identified
- No related-person transactions disclosed for Garratt; hedging and pledging prohibited; Compensation Committee interlocks not present; full attendance reported.