Laurette T. Koellner
PAPA JOHNS INTERNATIONALAbout Laurette T. Koellner
Laurette T. Koellner, age 70, has served on Papa John’s Board since 2014 and is the Audit Committee Chair. A former Boeing executive and Executive Chairman of International Lease Finance Corporation (AIG), she brings deep experience in complex operations, finance/accounting, international business, and corporate governance; she is deemed independent under Nasdaq standards and qualifies as an SEC “audit committee financial expert.” She currently serves as non‑executive Board Chair of The Goodyear Tire & Rubber Company and as Audit Committee Chair at Nucor; she previously served on Celestica’s board until January 31, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Lease Finance Corporation (AIG subsidiary) | Executive Chairman | 2012–2014 | Led during sale to AerCap Holdings N.V. |
| The Boeing Company (Boeing International) | President; member of Office of the Chairman; Chief Administration & HR Officer | 1997–2008 | Senior leadership in finance and global operations |
| McDonnell Douglas Corp. | Various roles (merged into Boeing in 1997) | 19 years (pre‑1997) | Financial and business leadership progression |
External Roles
| Organization | Role | Committees / Responsibilities | Status |
|---|---|---|---|
| The Goodyear Tire & Rubber Company (Nasdaq: GT) | Non‑Executive Chair | Compensation; Governance; Executive committees | Current |
| Nucor Corporation (NYSE: NUE) | Director | Audit (Chair); Compensation & Executive Development; Governance & Nominating | Current |
| Celestica, Inc. (NYSE: CLS) | Director | — | Former; service ended Jan 31, 2025 |
Board Governance
- Independence: The Board determined Koellner is independent; all standing committees (Audit, Compensation, Corporate Governance & Nominating) are comprised solely of independent directors .
- Audit Chair and Financial Expert: Audit Committee members (including Koellner) are independent and each is an SEC “audit committee financial expert” .
- Meetings and attendance: The Board met 12 times in 2024 and each director attended all Board and applicable committee meetings; the Audit Committee held 5 meetings in 2024 .
- Hedging & Pledging: Company policy prohibits directors from hedging and from pledging Company securities; proxy notes director share ownership entries are not subject to any pledge unless indicated .
Committees and Attendance (FY 2024)
| Body | Role | Meetings | Attendance |
|---|---|---|---|
| Board of Directors | Director | 12 | 100% (all directors attended all meetings) |
| Audit Committee | Chair | 5 | 100% (all directors attended all meetings) |
Fixed Compensation (Non‑Management Director – FY 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 123,750 | Realized cash in 2024 |
| Deferred Stock Unit (DSU) Awards (Grant‑date fair value) | 135,013 | May 13, 2024 grant; DSUs |
| Total | 258,763 | Cash + equity |
Director compensation structure (approved Q2 2024 based on Meridian’s advice): annual Board retainer $80,000; Audit Committee chair $25,000; Audit Committee member $20,000; Compensation Committee chair $15,000; Corporate Governance & Nominating chair $15,000; committee membership $12,000 (Comp and CG&N); Independent Board Chair equity grant $220,000; standard director equity grant $135,000. In 2024, the annual cash retainer increased by $5,000 and equity award by $10,000 .
Performance Compensation
| Equity Type | Grant Date | Award Value ($) | Fair Value per Share ($) | Vesting | Dividend Equivalents | Settlement |
|---|---|---|---|---|---|---|
| Deferred Stock Units (DSUs) | May 13, 2024 | 135,013 | 52.27 | One‑year vest; pro‑rata if departure before vest | Earned on reinvestment basis | Shares settle at end of Board service |
Additional status: Unvested DSUs as of Dec 29, 2024 = 2,657 . Prior to 2019, directors received options; there are no unvested options outstanding .
Note: Non‑management director equity is time‑based; no performance metrics (e.g., TSR/EBITDA) are tied to director DSU awards per proxy disclosures .
Other Directorships & Interlocks
| Company | Relationship to PZZA | Potential Conflict |
|---|---|---|
| The Goodyear Tire & Rubber Company | Unrelated industry | No PZZA‑related interlock disclosed in provided proxy excerpts |
| Nucor Corporation | Unrelated industry | No PZZA‑related interlock disclosed in provided proxy excerpts |
| Celestica, Inc. | Unrelated industry | Former role ended Jan 31, 2025 |
The Corporate Governance & Nominating Committee oversees conflicts and related person transactions; the “Certain Relationships and Related Transactions” section in the 2025 proxy does not identify transactions involving Ms. Koellner in the provided excerpts .
Expertise & Qualifications
- Complex business operations; finance and accounting; international/global operations; corporate governance and compensation experience .
- Audit Committee financial expert (SEC definition) .
Equity Ownership
| Item | Amount | As of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 33,788 | Mar 11, 2025 | Less than 1% of outstanding (32,709,301 shares) |
| Options exercisable within 60 days | 11,632 | Mar 11, 2025 | Included in beneficial ownership computation per SEC rules |
| Director Deferred Stock Units | 12,210 | Mar 11, 2025 | Listed for directors in ownership footnote |
| Units deemed invested in common stock via deferred comp plan | 3,888 | Mar 11, 2025 | Included in reported shares; distributable within 60 days of Board service termination |
| Unvested DSUs | 2,657 | Dec 29, 2024 | Outstanding unvested director DSUs |
| Vested options (legacy) | 15,332 | Dec 29, 2024 | No unvested options outstanding |
| Hedging / Pledging | Prohibited | Policy | No pledging or hedging permitted for directors ; ownership entries not subject to pledge unless noted |
| Director ownership guideline | $400,000 in common stock | Within 5 years | 5x $80,000 retainer; all directors have attained or are in phased‑compliance |
Governance Assessment
- Strengths: Independent Audit Chair with SEC “financial expert” designation, 100% attendance at Board and committee meetings in 2024, and strong finance/accounting and global operations background from Boeing/AIG; these support robust oversight of financial reporting, ERM, and non‑GAAP measures . Alignment is reinforced by DSU awards that settle at end of service and director ownership guidelines ($400,000) that directors have attained or are in compliance with .
- Compensation structure: Modest 2024 adjustments (+$5k cash retainer, +$10k equity) following review by independent consultant Meridian; Ms. Koellner’s 2024 mix was balanced (cash $123,750; equity $135,013; total $258,763), with no discretionary or performance‑metric payouts cited for directors .
- Conflicts and pledging: No Koellner‑specific related‑party transactions are referenced in provided proxy excerpts; Company prohibits director hedging/pledging, and ownership entries for directors note no pledges .
- Watch items / red flags: Multi‑board workload (non‑executive chair at Goodyear; audit chair at Nucor; audit chair at PZZA) may present capacity risk, though her 2024 attendance was full across Board and committees . Legacy options remain only as vested balances; no unvested options and director equity is time‑based DSUs, reducing repricing risk .