Todd A. Penegor
PAPA JOHNS INTERNATIONALAbout Todd A. Penegor
Todd A. Penegor, age 59, was appointed President & Chief Executive Officer of Papa John’s and joined the Board on July 31, 2024; he holds a B.A. in Accounting and an MBA in Finance from Michigan State University and previously served as Wendy’s CEO (2016–Feb 2024) and CFO (2013–2016) with earlier leadership roles at Kellogg and Ford . Papa John’s 2024 revenues were $2.06B (down 4% YoY) with adjusted operating income of $148.2M, and the Q2 2025 call highlighted a return to positive North America comps (+1%) and +4% international comps alongside a $25M full-year incremental marketing investment and a supply-chain cost-savings program targeting >$50M, with ~40% expected by 2026 and at least 1 percentage point average North America restaurant margin improvement by 2028 . The company reported 2024 TSR value of $67.42 per $100 invested, reflecting a challenging year that informed pay outcomes in the proxy (MIP paid at 67.1% of target; 2022 PSUs paid 0%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Wendy’s Company | CEO; prior CFO | 2016–Feb 2024; 2013–2016 | Expanded footprint to >7,000 restaurants and achieved 12th consecutive year of same-restaurant sales growth during CEO tenure . |
| Kellogg Company | President, U.S. Snacks; CFO Kellogg Europe; CFO Kellogg Snacks; VP Global FP&A | 2000–2013 | Led major operating units and finance across Europe/U.S.; deep CPG operations and financial leadership . |
| Ford Motor Company | Finance roles (M&A, JVs, Controller’s Office, Treasury) | 1989–2000 | Broad finance experience supporting transactions and global joint ventures . |
External Roles
| Organization | Role | Years | Committee Roles / Notes |
|---|---|---|---|
| Ball Corporation (NYSE: BALL) | Director | Since 2019 | Chair of Human Resources Committee; member of Audit Committee . |
| Dutch Bros Inc. (NYSE: BROS) | Director | Since 2024 | Member of Audit & Risk Committee . |
| Perrigo Company plc | Former Director | 2024 | Past directorship noted in appointment 8‑K . |
Fixed Compensation
| Component | Terms | 2024 Amounts |
|---|---|---|
| Base Salary | $1,000,000 minimum; reviewed annually by Comp Committee . | $415,385 paid in 2024 (partial year) . |
| Target Bonus % (MIP) | 150% of base salary; prorated for 2024 service . | Target $1,500,000 (full-year basis); actual 2024 payout $418,085 . |
| Sign-on Equity | $1,250,000 in time-based restricted stock granted 7/31/2024; vests one-third on each anniversary . | Included in 2024 stock awards total $3,750,034 (annual LTIP pro-rated + sign-on RS) . |
| Annual LTIP Target | $5,000,000 target grant-date fair value in 2025; pro-rated $2,500,000 in 2024 . | Granted as mix of RS (50%) and PSUs (50%) . |
| Transition Bonus | $250,000 lump sum, payable after Dec 31, 2024 upon non-financial objectives; paid Jan 2025 . | $250,000 (paid Jan 2025) . |
| Relocation | Executive relocation benefits plus $150,000 payment; gross-up per policy . | $149,979 relocation; $77,093 gross-up reported for 2024 . |
Performance Compensation
| Metric (MIP 2024) | Weight | Target | Actual | Payout calc | Award contribution |
|---|---|---|---|---|---|
| Adjusted Operating Income ($USD Thousands) | 50% | $160,700 | $148,183 | 40.3% | 20.1% |
| North America Comparable Sales (%) | 25% | 3.1% | -3.8% | 0.0% | 0.0% |
| North America Net Development (units) | 15% | 72 | 81 | 18.8% | 2.8% |
| International Net Development (units) | 5% | 70 | 43 | 3.1% | 0.2% |
| Corporate Responsibility | 5% | Progress against goals | Achieved | 5.0% | 0.3% |
| Total Payout (% of Target) | 67.1% |
| Equity Award (2024 grants) | Grant Date | Shares / Value | Vesting / Metrics |
|---|---|---|---|
| Time-based Restricted Stock (RS) | 7/31/2024 | 56,524 shares total across sign-on + pro-rated annual RS; $44.23 grant-date fair value per share . | One-third on each of 7/31/2025, 7/31/2026, 7/31/2027 . |
| Performance-based Units (PSUs) | 7/31/2024 | 23,891 target shares; $52.32 fair value per share . | 3-year cliff to 3/4/2027; 50% TSR vs S&P 1500 Restaurants peers; 50% 3-year cumulative Systemwide Sales (SWS) targets . |
| PSU TSR schedule | Target at 50th percentile; 0–200% payout with interpolation . | ≥75th pct=200%; 50th=100%; 25th=50%; <25th=0% . | |
| PSU SWS targets ($mm) | Target $16,245; Threshold $15,692; Max $17,056 . | 0–200% payout with interpolation; disclosure is for plan determination only (not guidance) . |
2022 PSU awards paid 0% of target due to relative TSR below the 25th percentile; underscores pay-for-performance rigor .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 115,982 shares as of March 11, 2025 (restricted shares counted in beneficial ownership per table) . |
| Outstanding Unvested RS (CEO grants) | 56,524 shares unvested at FY 2024, $2,233,263 market value at $39.51 closing price . |
| Outstanding PSUs (tracking at threshold) | 11,946 from 7/31/2024 grant (pro-rated portion reflected); tracking below threshold in FY 2024 disclosures . |
| Hedging/Pledging | Prohibited for employees, officers, directors under Insider Trading Compliance Policy . |
| Stock Ownership Guidelines | CEO 5x base salary; others 3x; 5-year compliance horizon . |
| Compliance Status | All current NEOs were in compliance with holding requirements and on track to meet guidelines as of Dec 29, 2024 . |
As of 32,709,301 shares outstanding, 115,982 shares beneficially owned equates to approximately 0.36% of outstanding (calculated using cited counts) .
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement term | Effective 7/31/2024 through 6/30/2028; thereafter at-will . |
| Board service linkage | Appointed to Board effective 7/31/2024; automatic resignation from Board upon termination of employment; irrevocable resignation letter required . |
| Non-compete | 12 months post-employment in pizza delivery/carry-out and related competitive businesses; includes 1% passive holding carve-out . |
| Non-solicit customers | 12 months post-employment . |
| Non-solicit employees | 24 months post-employment . |
| Severance (no CoC) | If terminated without Cause or resigns for Good Reason: (a) on/before 7/31/2026, 1.5x base + target bonus; (b) after 7/31/2026, 18 months base; pro-rata MIP; 18 months COBRA; up to $12,000 outplacement; pro-rata vesting rules for equity; sign-on RS accelerated pro-rata . |
| Change-in-Control (double trigger) | If terminated within 24 months after CoC: (a) on/before 7/31/2026, 2x base + target bonus; (b) after 7/31/2026, 3x base; pro-rata/accelerated equity vesting per award terms; COBRA and outplacement . |
| 280G treatment | “Net best” cut to avoid excise tax where economically optimal . |
| Arbitration/Dispute resolution | Confidential mediation/arbitration; Kentucky law; injunctive relief available for breaches . |
| Clawback | Incentive comp subject to company clawback policy and SEC/Nasdaq-compliant recovery rules adopted Dec 1, 2023 . |
Board Governance
- Director since 2024; not independent due to CEO role .
- Independent Chair (Christopher L. Coleman); no Lead Independent Director currently needed; all committees comprise independent directors .
- Board held 12 meetings in 2024; all directors attended Board and committee meetings; independent directors meet in executive sessions at each meeting .
- Committee composition: Audit (Koellner Chair; Garratt; Gibbs), Compensation (Garratt Chair; Mangan; Medina; Miller), Corporate Governance & Nominating (Coleman Chair; Mangan; Medina); CEO does not receive director compensation for Board service .
Compensation Structure Analysis
- Mix emphasizes at-risk pay: 93% of CEO’s target compensation variable in 2024; MIP paid 67.1% of target amid revenue/comps pressure; 2022 PSUs paid 0% reflecting TSR underperformance, reinforcing pay-for-performance .
- Shift to RSUs/PSUs and away from options; no option grants since 2019; RS vests over 3 years; PSUs add 3-year TSR and cumulative SWS metrics starting 2024, increasing linkage to long-term value creation .
- Clawback and ownership policies plus hedging/pledging prohibitions strengthen alignment and risk mitigation .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval was 99.5% of votes cast; management and directors actively engage investors; feedback informs compensation decisions .
Related Party & Red Flags
- Company prohibits pledging/hedging; no evidence of Todd Penegor related party transactions requiring disclosure; relocation tax gross-up reported (common but shareholder-unfriendly signal to monitor) .
- No repricing or discount options; risk review found compensation policies not reasonably likely to have a material adverse effect .
Performance & Track Record
- Early CEO progress (Q2 2025): return to positive NA comps (+1%), international comps +4%, sequential pizza sales improvement, and loyalty engagement gains; planned $25M incremental marketing and >$50M supply-chain savings with ~40% realized by 2026 and ≥1 pt margin improvement for average NA restaurant by 2028 .
- 2024 context: revenues $2.06B (-4% YoY), adjusted operating income ~$148.2M (near 2023), informing moderated MIP outcomes .
Equity Ownership & Alignment Table (selected CEO holdings at FY 2024)
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 115,982 | As of March 11, 2025; includes restricted shares . |
| Unvested RS (market value at $39.51) | $2,233,263 | 56,524 unvested RS . |
| PSUs outstanding (selected tracking disclosures) | 11,946 | 7/31/2024 grant; performance tracking below threshold at FY 2024 . |
| Hedging / Pledging | Prohibited | Policy applies to directors/officers . |
| Ownership guideline | 5x base salary | 5-year compliance period . |
Employment Terms Summary (severance & CoC economics)
| Scenario | Cash | Equity | Benefits |
|---|---|---|---|
| Termination w/o Cause or for Good Reason (no CoC) on/before 7/31/2026 | 1.5x base + target bonus | Pro-rata vesting (RS and PSUs per formulas); sign-on RS pro-rata | 18 months COBRA; up to $12,000 outplacement |
| Termination w/o Cause or for Good Reason (no CoC) after 7/31/2026 | 18 months base | Pro-rata vesting rules | Same as above |
| CoC + termination w/in 24 months on/before 7/31/2026 | 2x base + target bonus (lump sum) | Time-based awards fully vest; PSUs pro-rata based on actual performance/time | 18 months COBRA; up to $12,000 outplacement; 280G net-best |
| CoC + termination w/in 24 months after 7/31/2026 | 3x base (lump sum) | As above | As above |
Investment Implications
- Alignment: Robust clawback, ownership guidelines, and hedging/pledging prohibitions plus rigorous PSU metrics (TSR and 3-year systemwide sales) align CEO incentives with long-term value creation; 2022 PSU 0% payout and 2024 MIP at 67.1% show pay outcomes responsive to performance .
- Retention risk vs economics: Non-compete (12 months), non-solicit (12/24 months), and competitive severance/CoC protections reduce attrition risk, though relocation gross-ups and sizable CoC multiples warrant governance monitoring if performance lags .
- Execution signals: Q2 2025 commentary outlines tangible operational levers (marketing cadence, supply-chain savings, loyalty, innovation pipeline) and margin targets that, if delivered, can support improved comps and PSU realization; watch progress vs 2026 savings ramp and 2024–2026 SWS targets .
- Board oversight: Independent Chair and fully independent committees mitigate dual-role concerns; CEO not on committees; 2024 say-on-pay 99.5% indicates strong investor support for compensation framework entering Penegor’s tenure .