Stephen L. Gibbs
PAPA JOHNS INTERNATIONALAbout Stephen L. Gibbs
Stephen L. Gibbs, age 52, is an independent director of Papa John’s International, Inc., serving since 2023 and currently sits on the Audit Committee, where he is designated an “audit committee financial expert” under SEC rules . He attended 100% of Board and applicable committee meetings in 2024, supporting strong engagement and oversight . Gibbs previously held senior accounting leadership roles, including Vice President, Chief Accounting Officer and Corporate Controller at The Home Depot (2020–June 2023) and Senior Vice President, Chief Accounting Officer and Controller at Tyson Foods (2018–2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Home Depot (NYSE: HD) | VP, Chief Accounting Officer & Corporate Controller | 2020–June 2023 | Led corporate accounting and controls for large-scale retail operations |
| Tyson Foods (NYSE: TSN) | SVP, Chief Accounting Officer & Controller | 2018–2020 | Oversaw public company reporting and controls in global protein supply |
| Keurig Green Mountain (now Keurig Dr Pepper) | Chief Accounting Officer (similar role) | Dates not disclosed | Prior CAO responsibilities; strengthened financial reporting infrastructure |
| Scientific Games Corporation | Chief Accounting Officer (similar role) | Dates not disclosed | Prior CAO responsibilities; enhanced controls in gaming technology |
| Public accounting firms | Early career | Dates not disclosed | Foundation in auditing and financial reporting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PetSafe Brands (privately held) | Director | Current | Audit Committee member |
Board Governance
- Independence: The Board determined Gibbs is independent under Nasdaq standards; all standing committees (Audit, Compensation, Corporate Governance & Nominating) are composed solely of independent directors .
- Committee assignment: Audit Committee member; Audit met 5 times in fiscal 2024; the Board designated Gibbs as an “audit committee financial expert” .
- Attendance: The Board met 12 times in 2024 and each director attended all Board and committee meetings on which they served; all directors attended the 2024 Annual Meeting .
- Leadership structure: Board has an independent Chair (Christopher L. Coleman); regular executive sessions of independent directors occur at Board and committee meetings .
- Risk oversight: Audit Committee oversees financial reporting, compliance, ERM, food safety, IT and cybersecurity; information security officer provides regular formal updates; non-GAAP oversight included .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $98,750 | Aggregate director cash compensation paid in 2024 |
| Annual Board retainer (program) | $80,000 | Standard board cash retainer; increased by $5,000 in 2024 |
| Audit Committee member retainer (program) | $20,000 | Annual retainer for Audit Committee members |
| Equity award – deferred stock units (2024 grant-date fair value) | $135,013 | Annual director DSU grant; fair value determined at $52.27 per share on May 13, 2024 |
| Director equity vesting terms | 1 year | DSUs vest one year from grant; dividend equivalents reinvest and settle in stock at end of board service |
| Director stock ownership guideline | $400,000 | Within five years; all non-management directors have attained or are in phased compliance |
Performance Compensation
| Metric | Structure | Weight | Vesting | Notes |
|---|---|---|---|---|
| Director equity (DSUs) | Time-based only | N/A | 1 year | No performance metrics tied to director DSUs; pro rata vesting on departure; settled at end of board service |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (Board Skills Matrix indicates “Public Company Board: N” for Gibbs) |
| Private company boards | PetSafe Brands (Audit Committee) |
| Potential interlocks/conflicts | None disclosed in proxy; Corporate Governance & Nominating Committee oversees conflicts and related transactions |
Expertise & Qualifications
- Top expertise: Accounting/Finance (top-four designation), Cybersecurity/IT/Digital, International/Global Operations; Strategic Planning experience noted; Large Company C-Suite leadership experience affirmed .
- Skills coverage aligns to Audit Committee duties and ERM oversight; strengthens financial reporting integrity and cybersecurity oversight .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 3,646 | Includes director deferred stock units; sole voting/investment power unless otherwise indicated |
| Shares outstanding (reference) | 32,709,301 | As of March 11, 2025 |
| Ownership as % of shares outstanding | ~0.011% | Derived: 3,646 / 32,709,301; de minimis (<1%) |
| Unvested deferred stock units (as of 12/29/2024) | 2,657 | Year-end unvested DSUs outstanding |
| Stock options (vested/unvested) | None | No director options outstanding for Gibbs as of 12/29/2024 |
| Pledging/hedging | Prohibited | Company policy forbids pledging and hedging by directors |
| Ownership guideline compliance | In phased compliance | All non-management directors have attained or are in compliance with phased requirement |
Governance Assessment
- Board effectiveness and engagement: 100% meeting attendance; active Audit Committee role with financial expert designation; supports strong oversight of financial reporting, ERM, and cybersecurity—positive for investor confidence .
- Independence and alignment: Independent director with DSU-based equity and stock ownership guidelines; hedging/pledging prohibited—alignment with shareholders and reduced risk of misaligned incentives .
- Compensation structure: Modest cash fees with standardized committee retainers; time-based DSUs vest after one year and settle at end of service; no performance-based director pay—typical governance market practice; 2024 director program increased retainer (+$5,000) and equity (+$10,000) in line with consultant advice .
- Conflicts/related-party exposure: No related-party transactions disclosed for Gibbs; related-party transactions are overseen and pre-approved/ratified by Corporate Governance & Nominating Committee .
- RED FLAGS: None disclosed specific to Gibbs (no pledging, no hedging, no public company interlocks; attendance strong; independence affirmed) .
- Shareholder signals: Prior say-on-pay approval strong at 99.5% in 2024 (for executives); while not director-specific, indicates broad investor support for compensation frameworks and governance .