Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 16, 2022, Papa John's International, Inc. (the "Company") named Max
Wetzel Executive Vice President and Chief Operating Officer (COO). Mr. Wetzel,
45, will serve as the Company's principal operating officer and will continue
his duties overseeing the Company's marketing, operations and technology
functions. Mr. Wetzel joined the Company in November 2019 as Chief Commercial
and Marketing Officer, and has served as EVP, Chief Commercial Officer at the
Company since October 2021. Mr. Wetzel previously served as Vice President
Consumer Brands and Business Transformation - U.S. and Canada since July 2018 at
PPG Architectural Coatings. Also at PPG Architectural Coatings, Mr. Wetzel
served as Vice President Home Centers and Global Strategic Marketing from June
2016 through July 2018 and as General Manager Home Centers and Chief Marketing
Officer U.S. & Canada starting in November 2014.
The Compensation Committee of the Board of Directors of the Company has approved
an amended compensation arrangement for Mr. Wetzel in connection with the
position, which will include an annual base salary of $650,000 and an annual
cash incentive target opportunity of 75% of base salary. Mr. Wetzel will also
receive an annual long-term equity incentive opportunity with a value of
$1,000,000 with 60% of the total award in the form of performance share units,
subject to a three-year vesting period and meeting certain Company performance
objectives, and 40% in the form of time-based restricted stock, one-third of
which will vest on each anniversary of the grant date. Further information
regarding the Company's executive compensation program is available in our most
recent definitive proxy statement on Schedule 14A, filed with the Securities and
Exchange Commission on March 23, 2022.
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