POPEYES LOUISIANA KITCHEN, INC.

Lizanne Thomas, age 59, has served as a director since November 2015. Ms. Thomas is currently Partner-in-Charge of the Southern U.S. Region for Jones Day, an international law firm, where she also leads the Global Corporate Governance practice. She is based in Atlanta, Georgia. She has served in these capacities since July 2014. Prior to her current position, Ms. Thomas held the position of Partner-in-Charge – Atlanta from January 2008 to June 2014. From October 2004 until July 2016, Ms. Thomas served as a member of the board of directors of Krispy Kreme Doughnuts, Inc. since October 2004. Ms. Thomas serves on the board of directors of Atlantic Capital Bancshares, Inc., as chair of its Governance Committee and a member of its Compensation Committee, since November 2015. Ms. Thomas has served as a Trustee of the Georgia Research Alliance since September 2009, and as chair of its Audit Committee since September 20122. She also has served as a Trustee of Washington & Lee University since October 2014. Ms. Thomas served as a Trustee of Furman University from July 2006 until June 2012. Ms. Thomas was recommended for appointment by a search firm.

Our Board is responsible for overseeing the Company’s risk management function. The Board delegates some of its risk oversight role to the Audit Committee, the People Services (Compensation) Committee and to the Corporate Governance and Nominating Committee. Under its charter, the Audit Committee is responsible for oversight of our risk assessment programs and risk management strategies, including our corporate compliance programs and internal audit. The Audit Committee, in conjunction with the full Board, also provides oversight of the Company’s cyber security strategies and implementation. Under its charter, the People Services (Compensation) Committee sets the overall compensation strategy and compensation policies for the Company’s senior executives, including the mitigation of pay practices that could encourage excessive risk taking. Under its charter, the Corporate Governance and Nominating Committee is responsible for reviewing and monitoring the business risks to the Company’s strategies, communicating to management the views of the Board with respect to the types and level of risks to be undertaken by the Company and overseeing the risk management undertaken by the Company. In addition to the activities of these committees, the full Board regularly engages in discussions of the most significant risks that the Company is facing and how these risks are being managed. The Board receives reports on enterprise risk management from senior officers of the Company and from the Chairs of the Audit Committee, the People Services (Compensation) Committee, and the Corporate Governance and Nominating Committee, as well as from outside advisors. The Board believes that the enterprise risk management process in place enables the Board to effectively oversee the Company’s risk management function. The full Board and the People Services (Compensation) Committee are also involved in activities related to Chief Executive Officer and management succession.

Upon election to the Board at our annual meeting of shareholders, non-employee members of the Board (other than the Chairman of the Board) receive an annual cash retainer of $60,000, but each Board member may elect to receive his or her retainer in the form of restricted stock units instead of cash. The Chairman of the Board receives an annual cash retainer of $160,000. The directors who serve as chair of the Audit Committee and the People Services (Compensation) Committee each receive $15,000 annually in addition to the annual cash retainer. The director who serves as chair of the Corporate Governance and Nominating Committee receives $7,500 annually in addition to the annual cash retainer. Additionally, all non-employee members of the Board receive an annual grant of restricted stock units with an estimated grant date fair value equal to $100,000, with the number of restricted stock units granted being based on a 30-day average of our closing stock price prior to the date of the grant. The restricted stock units vest on the anniversary of the grant date, and are settled in stock at the termination of the non-employee director’s service on the Board unless the non-employee director makes an election otherwise in accordance with the our director compensation policies; any non-employee director that leaves Board service prior to the fulfillment of their term, however, will vest in a prorated portion of his or her award.

Cheryl A. Bachelder receives no additional compensation for serving as a member of the Board. Ms. Bachelder’s compensation as Chief Executive Officer can be found in the Summary Compensation Table below.

Ms. Bachelder and Mr. Lynch. If Ms. Bachelder “retires,” as defined in her employment agreement, then she is entitled to receive the Accrued Obligations (as defined below) and, subject to the execution of a release of claims, the annual cash bonus that she would have received if she were to have remained employed for the entire applicable fiscal year prorated according to the portion of the fiscal year during which she was actually employed, continued vesting of equity compensation awards (with a three-year post-termination exercise period for Company Stock Options, or such shorter time if the applicable Company Stock Option is due to expire on its term during the post-termination exercise period) and vesting of performance-based vested equity compensation awards based on actual performance during the performance period and prorated as to the time during which she was employed plus two years during such period. If Mr. Lynch “retires,” as defined in his employment agreement, then he is entitled to receive the same benefit as Ms. Bachelder, upon the same conditions, except that his equity continues vesting for an additional two years, however, his special retention grant does not provide for any accelerated vesting upon retirement.

Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage of ownership held by that person, shares of common stock subject to options held by that person that are currently exercisable or will become exercisable within 60 days after January 31, 2017, and restricted stock units and restricted stock that vests within 60 days after January 31, 2017, are deemed outstanding, while these shares are not deemed outstanding for computing percentage ownership of any other person. None of the outstanding and unvested equity awards granted to the executive officers will vest in full or in part during the 60-day period following January 31, 2017. Unless otherwise indicated in the footnotes below, the persons and entities named in the table have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws where applicable. The address for those individuals for which an address is not otherwise indicated is: c/o Popeyes Louisiana Kitchen, Inc., 400 Perimeter Center Terrace, Suite 1000, Atlanta, Georgia 30346.