Papa John International : Corporate Governance and Nominating Committee (CGN Charter APPROVED 051025)

Published: 2025-05-14 17:33:06 ET PZZA

Published on 05/14/2025 at 17:33

Approved by the Board of Directors May 1, 2025

The purpose of the Corporate Governance and Nominating Committee (the "Committee") of the Board of Directors (the "Board") of Papa John's International, Inc. (the "Company") shall be:

to assist the Board in identifying qualified individuals for service as directors of the Company and as Board committee members;

to develop and oversee a process for evaluating Board effectiveness;

to oversee the development and administration of the Company's corporate governance guidelines; and

to oversee the evaluation of the Board and its committees.

The Committee shall consist of three (3) or more directors, one of whom shall be designated by the Board as Chair of the Committee. Committee members will be appointed and removed by the Board in its discretion.

Each member of the Committee shall be "independent," as determined by the Board, under the independence requirements of The Nasdaq Stock Market.

To carry out its purpose, the Committee shall have authority and responsibilities that include the following:

and incumbent director's prior service on and contributions to the Board, including consideration of each director's public company leadership positions and other outside commitments prior to recommending a director or nominee for election to the Board. The Committee shall select as candidates for appointment or nomination individuals of high personal and professional integrity and ability who can contribute to the Board's effectiveness in serving the interests of the Company's stockholders. The Committee shall also review any director candidate nominated for election by the Company's stockholders under applicable law and the Company's organizational documents, determine compliance with the requirements of such provisions and make recommendations to the Board with respect to director candidates properly nominated by stockholders.

to the code of ethics and business conduct. The Committee shall review the code of ethics and business conduct annually, and shall recommend changes to the Board as appropriate.

Outside advisors. The Committee shall have the authority, in its sole discretion, to engage search firms to assist in identifying director candidates and to retain or obtain the advice of such experts, legal counsel and other advisors as the Committee deems appropriate to assist in discharging its responsibilities. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any expert, outside legal counsel or other advisor retained by the Committee. The Committee shall receive appropriate funding from the Company, as determined by the Committee, for the discharge of the Committee's functions and responsibilities, including the payment of compensation to any such experts, outside legal counsel or other advisors.

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Disclaimer

Papa John's International Inc. published this content on May 14, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 14, 2025 at 21:32 UTC.