Sonya E. Medina
PAPA JOHNS INTERNATIONALAbout Sonya E. Medina
Independent director of Papa John’s International, Inc. (PZZA), age 49, serving since 2015. Medina brings deep experience in corporate social responsibility, social impact, brand management, and public-sector interface; she currently serves as President & CEO of Reach Resilience (since May 2022) and is designated independent under Nasdaq standards. She self-identifies as female and Hispanic/Latinx, and serves on the Compensation Committee and the Corporate Governance & Nominating Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reach Resilience (national foundation) | President & CEO | Since May 2022 | Leads social-impact mission; external leadership relevance to ESG oversight |
| Independent consultant | Consultant | Since 2013 | Brings advisory perspective to brand/community strategy |
| Silver Eagle Distributors | VP, Community & External Affairs | 2009–2013 | Community engagement and brand stewardship in a regulated consumer sector |
| The White House | Deputy Assistant to the President for Domestic Policy; Director of Projects to the First Lady | Not disclosed | Public policy and stakeholder management experience |
| AT&T Global Foundation | Director | Not disclosed | Corporate philanthropy and CSR governance |
External Roles
| Company | Exchange/Ticker | Role | Committees | Status |
|---|---|---|---|---|
| TKO Group Holdings, Inc. | NYSE: TKO | Director | Audit; Compensation | Current |
| Delta Apparel, Inc. | NYSE: DLA | Director | Not disclosed | Former |
Board Governance
- Independence: Independent director under Nasdaq standards .
- Committee assignments: Compensation; Corporate Governance & Nominating (non-chair) .
- Committee chairs (context): Compensation chaired by John W. Garratt (appointed Mar 16, 2025); Corporate Governance & Nominating chaired by Christopher L. Coleman .
- Attendance: Board met 12 times in 2024; each director attended all Board and committee meetings on which they served (100% attendance) .
- Committee activity in 2024: Compensation (8 meetings); Corporate Governance & Nominating (5 meetings) .
- Hedging/pledging: Prohibited for directors; no margin or collateral pledges permitted .
- Board leadership: Independent Chair (Christopher L. Coleman); independent director executive sessions held regularly .
Fixed Compensation
| Component | Detail | Amount |
|---|---|---|
| Annual Board cash retainer | Standard non-management director retainer | $80,000 |
| Committee member retainers | Compensation Committee member; Corporate Governance & Nominating member | $12,000; $12,000 |
| Committee chair retainers | Not applicable (Medina is not a chair) | — |
| 2024 fees earned | Cash paid to Medina in 2024 | $102,750 |
| 2024 equity grant (DSUs) | Annual DSU grant value (one-year vest; dividend equivalents reinvested; settled at board departure) | $135,013 |
| 2024 total director compensation | Cash + DSU grant | $237,763 |
| Director ownership guideline | 5x annual cash retainer ($80,000) within 5 years (=$400,000); all directors have attained or are in compliance | Policy and compliance status disclosed |
Performance Compensation
- Structure: Non-employee director equity is delivered as time-based deferred stock units (no performance conditions); vesting generally one year, pro rata upon early departure; settled in stock upon end of board service .
- Performance metrics: None applicable to director compensation (no PSU/option performance linkage in director program) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | TKO Group Holdings, Inc. (Audit; Compensation) |
| Prior public boards | Delta Apparel, Inc. |
| Interlocks (PZZA) | The Compensation Committee is entirely independent; proxy discloses no compensation committee interlocks or insider participation |
| Board service limits | PZZA limits directors to max four public company boards and three audit committees; all directors are in compliance |
Expertise & Qualifications
- Board skills (as disclosed): Top areas include Corporate Responsibility/Governance (✓), Consumer Marketing/Brand Building (✓), Strategic Planning (✓). Additional experience in Accounting/Finance (●), Human Capital Management (✓), Franchise Development (✓), International/Global Operations (●), and Food & Beverage Industry (✓) .
- Demographics: Female; Hispanic/Latinx .
Equity Ownership
| Measure | Detail | Amount |
|---|---|---|
| Total beneficial ownership | Shares beneficially owned (as of Mar 11, 2025) | 28,325; <1% of outstanding |
| Components (60-day view) | Options exercisable within 60 days | 12,907 |
| Components | Director deferred stock units | 12,210 |
| Unvested director DSUs | Unvested DSUs as of Dec 29, 2024 | 2,657 |
| Vested director options | Vested legacy options held (no new option grants since 2019) | 12,907 |
| Hedging/pledging | Company prohibits hedging and pledging by directors | Policy prohibits |
| Ownership guideline | $400,000 required within five years; directors are at/within compliance | Policy and status |
Related-Party Exposure
- Policy oversight: The Corporate Governance & Nominating Committee (of which Medina is a member) oversees conflicts, related-person transactions, and compliance with the Code of Ethics; approval/ratification framework in place, including Chair authority for < $500,000 items .
- Disclosed transactions: 2024 related-party disclosure lists a joint venture with the Shaquille O’Neal Revocable Trust (former director); no transactions disclosed involving Medina .
Say-on-Pay & Shareholder Feedback (context for comp governance)
- 2024 say-on-pay approval: 99.5% support, indicating strong shareholder alignment with compensation practices overseen by the Compensation Committee (of which Medina is a member) .
- Engagement: Company engaged holders of a majority of shares in 2024; feedback shared with Board/committees .
Governance Assessment
- Positives (confidence signals)
- Independent director with multi-committee service (Compensation; Corporate Governance & Nominating) and 100% attendance in 2024 across Board and committees .
- Relevant skillset for PZZA’s model: consumer marketing/brand, franchise, HCM, F&B industry; plus CSR/ESG leadership, matching committee mandates .
- Pay alignment and ownership: Director pay mix weighted to equity DSUs; robust director ownership guideline ($400k) with overall compliance; hedging/pledging prohibited .
- Compensation governance robustness: Independent comp consultant (Meridian) for program benchmarking; strong say-on-pay support (99.5%) .
- No related-party transactions disclosed for Medina; CG&N controls for conflict review are explicit .
- Watch items
- Time commitments: Service on TKO’s Audit and Compensation Committees plus PZZA Compensation and CG&N may elevate workload; however, board service limits are enforced and directors are in compliance (max four boards; max three audit committees) .
- Tenure: ~10 years on PZZA Board (since 2015) — acceptable for continuity; balanced by independent Chair and ongoing board refreshment .
Net: Strong independence, attendance, and relevant competencies, with equity-based alignment and no disclosed conflicts. Committee roles (especially on Compensation and CG&N) position Medina to influence pay-for-performance and conflict oversight; current disclosures support investor confidence in governance quality .