Ravi Thanawala
PAPA JOHNS INTERNATIONALAbout Ravi Thanawala
Ravi Thanawala is currently Chief Financial Officer and President, North America at Papa John’s (effective November 18, 2025), after serving as CFO since July 24, 2023, Interim CEO from March–July 2024, and CFO & EVP, International from September 2024; he holds a B.S. in Finance and Policy Economics from NYU Stern and was 39 at his 2023 appointment . Under his leadership, the company reported its fourth consecutive quarter of positive International comparable sales with sequential improvement, and 2023 results included North American revenue growth to $2.14B and system-wide sales of $5.04B, with adjusted operating income at $157.0M . His pay structure ties a majority to performance via annual MIP metrics (adjusted operating income, comparable sales, development, and corporate responsibility) and LTIP PSUs based on three-year relative TSR versus S&P 1500 restaurant peers and cumulative systemwide sales growth, reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nike, Inc. | CFO, Nike North America | 2020–2023 | Led financial management for Nike’s largest division (~$20B revenue annually) |
| Nike, Inc. (Converse) | Global VP & CFO, Converse | 2018–2020 | Guided global DTC omnichannel strategy; turned around $3.5B Converse brand |
| Nike, Inc. | Global VP, Retail Excellence | 2016–2018 | Oversaw performance across franchises, licenses, DTC, wholesale |
| ANN INC. (Ascena) | Senior VP & CFO; prior finance/ops roles incl. Asia ops/logistics | ~2008–2016 | Led LOFT finance; ran Asia operations and global logistics/trade; CFO of ANN INC. business |
Fixed Compensation
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $600,000 (set at CFO appointment) | Temporary $750,000 during Interim CEO Mar 20–Sep 1, then reverted to $620,000; increased to $675,000 on Sep 9 (CFO & EVP, International) | Increased to $700,000 on Nov 18 with President, North America role |
| Target Annual Bonus (% of Base) | 75% | 125% during Interim CEO through July 31 (prorated), reverted to 75%; remained 75% after Sep 9 promotion | Increased to 100% |
| Target LTIP Value ($) | $1,000,000 (prorated for 2023) | Increased to $1,500,000 (prorated) upon Sep 9 promotion | Not disclosed beyond ongoing program; pay mix continued to include PSUs and RS |
| Sign-on Cash Bonus ($) | $825,000 paid in two installments ($412,500 on Jul 24, 2023 and Jul 24, 2024), subject to clawback | — | — |
| Sign-on Restricted Stock ($) | $1,750,000, vests 1/3 annually | — | — |
Performance Compensation
| Metric | Definition | Weighting | Target | Actual | Calculated Payout % | Award % |
|---|---|---|---|---|---|---|
| Adjusted Operating Income | 52-week adjusted operating income | 50% | $160,700 (000s) | $148,183 (000s) | 80.6% | 40.3% |
| North America Comparable Sales | Avg same-store YoY sales | 25% | 3.1% | -3.8% | 0.0% | 0.0% |
| Net Development (N.A.) | N.A. net openings | 15% | 72 units | 81 units | 125.0% | 18.8% |
| Net Development (International) | International net openings | 5% | 70 units | 43 units | 61.1% | 3.1% |
| Corporate Responsibility | Qualitative goals | 5% | Progress vs goals | Achieved | 100.0% | 5.0% |
| Overall MIP Payout | Weighted result | — | — | — | — | 67.1% of target |
Additional 2024 MIP disclosure for Ravi Thanawala:
- Target short-term incentive award: 75% of base salary; $506,250 target; actual $452,826 .
- 2023 MIP structure focused on post-MIP operating income with overall payout of 49.6% (for context) .
LTIP Structure
- 2024 LTIP split 50% restricted stock (3-year ratable) and 50% PSUs based on three-year relative TSR versus 19 S&P 1500 restaurant peers and cumulative systemwide sales growth, max payout 200% for MIP and PSU caps; retention PSUs granted July 17, 2024 to NEOs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 11, 2024) | 30,988 shares; less than 1% of outstanding (32,944,215 shares) |
| Stock Ownership Guidelines | 3.0x base salary for executive officers; 5.0x for CEO |
| Guideline Compliance Status | All current NEOs were in compliance with the holding requirement and “on track” to meet ownership requirements; some have not reached full levels due to limited time served |
| Hedging/Pledging | Executives and directors prohibited from hedging or pledging company stock; no margin accounts; anti-hedging applies to swaps/collars/etc. |
| Options | Company has not awarded stock options since 2019 |
Outstanding Equity Awards and Vesting (FY 2024 year-end)
| Award Type | Shares/Units | Market/Payout Value ($) | Vesting Schedule |
|---|---|---|---|
| Promotion RS (Sep 9, 2024) | 1,266 | $60,021 | 1/3 on Sep 9, 2025/2026/2027 (footnote ii) |
| Interim CEO RS (Mar 25, 2024) | 6,032 | $238,324 | 1/3 on Mar 25, 2025/2026/2027 (footnote iii) |
| Annual RS (Mar 4, 2024) | 7,709 | $304,583 | 1/3 on Mar 4, 2025/2026/2027 (footnote iv) |
| PSU – Promotion (Sep 9, 2024) | 535 | $42,236 | Earn based on 3-year metrics; subject to PSU terms |
| PSU – Annual (Mar 4, 2024) | 3,256 | $257,289 | Earn based on 3-year metrics; subject to PSU terms |
| PSU – Retention (Jul 17, 2024) | 11,882 | $1,564,873 | Earn based on 3-year metrics; retention grant |
| PSU – 2023 Annual | 1,124 | $133,188 | Vests Feb 27, 2026 based on relative TSR |
Note: Form 4 transaction data to quantify recent insider selling/vesting activity could not be retrieved due to a data access error; monitor upcoming vesting dates above for potential liquidity events.
Employment Terms
- Appointment & Participation in Plans: Upon appointment as CFO (effective July 24, 2023), compensation included $600,000 base, 75% target bonus, $1,000,000 LTIP (prorated), sign-on cash ($825,000 in two installments with clawback) and $1,750,000 restricted stock (1/3 annual vest); he participates in the Severance Pay Plan and Amended and Restated Change of Control Severance Plan .
- Promotions: Interim CEO compensation included temporary salary $750,000 through Sep 1, 2024 and target bonus raised to 125% (prorated); special RS $400,000 cliff vest after two years; Sep 9, 2024 promotion raised base to $675,000 and LTIP target to $1,500,000; bonus target remained 75% . On Nov 18, 2025, base raised to $700,000 and bonus target to 100% .
Severance and Change-of-Control Economics (as of FY 2024 year-end; illustrative)
| Scenario | Cash Severance ($) | Restricted Stock ($) | PSUs ($) | Total ($) |
|---|---|---|---|---|
| Change in Control (double-trigger) | 1,518,750 | 1,206,122 | 312,975 | 3,037,847 |
| Involuntary Termination (not for cause) | 675,000 | — | 312,975 | 987,975 |
| Death/Disability | — | 1,206,122 | — | 1,206,122 |
Structure: The Company maintains a double-trigger Change of Control Severance Plan (amended Aug 6, 2024), with benefits payable upon qualifying termination following a change in control; Severance Pay Plan covers termination without cause with salary, pro-rata bonus, COBRA, and outplacement benefits .
Clawback Provisions
- Adopted clawback policy requiring recovery of excess performance-based compensation upon restatements in line with SEC/Nasdaq standards (2024 update) . Prior policy provided clawback for certain performance-based pay upon restatement indicating goals not achieved .
Multi-Year Compensation Summary
| Metric ($) | 2023 | 2024 |
|---|---|---|
| Salary | $265,385 | $691,962 |
| Bonus (Sign-on installments) | $412,500 | $412,500 |
| Stock Awards | $2,250,067 | $2,330,945 |
| Non-Equity Incentive Plan (MIP) | $96,860 | $452,826 |
| All Other Compensation | $96,513 | $13,938 |
| Total | $3,121,325 | $3,902,171 |
Equity Grants Detail (FY 2024)
| Grant | Grant Date | Shares/Units (Target) | Grant Date Fair Value ($) | Notes |
|---|---|---|---|---|
| Annual PSUs | Mar 4, 2024 | 6,512 target (3,256 threshold; 13,024 max) | $549,938 | Relative TSR + systemwide sales growth over 3 years |
| Retention PSUs | Jul 17, 2024 | 39,607 target | $710,946 | Retention-focused, standard PSU terms |
| Promotion PSUs | Sep 9, 2024 | 1,069 target (535 threshold; 2,138 max) | $59,960 | Promotion-related |
| Annual RS | Mar 4, 2024 | 7,709 | $550,037 | 3-year ratable vest |
| Special RS (Interim CEO) | Mar 25, 2024 | 6,032 | $400,042 | 2-year cliff vest |
| Promotion RS | Sep 9, 2024 | 1,266 | $60,021 | 3-year ratable vest |
Investment Implications
- Compensation alignment: High proportion of at-risk pay via MIP and PSUs (relative TSR and systemwide sales growth) aligns incentives with shareholder value; 2024 MIP payout at 67.1% reflects weaker NA comps offset by development execution and adjusted operating income performance .
- Retention risk and incentives: 2024 retention PSUs and promotion-related equity indicate the Committee’s focus on retaining and incentivizing Thanawala during a leadership transition; base salary and bonus target increases in 2025 signal expanded scope and accountability for North America turnaround .
- Insider selling pressure: Upcoming RSU vesting dates (Mar 4, Mar 25, Sep 9 across 2025–2027) and significant PSU tranches maturing by 2026 may create potential liquidity events; hedging and pledging prohibitions mitigate misalignment risk though Form 4 visibility was unavailable due to a data access error—monitor Form 4s near vesting windows .
- Change-of-control economics: Double-trigger structure with defined severance cash and equity acceleration provides standard protection without single-trigger windfalls, reducing governance red flags; clawback policy updated to SEC/Nasdaq requirements strengthens pay discipline .
- Execution track record: Positive International comparable sales trend and experience in brand turnarounds (Nike/Converse) support confidence in North America operational improvement under his expanded role .
Note: Real-time stock performance and recent Form 4 activity could not be fetched due to data access errors; analysis relies on proxy statements and 8-K disclosures.