☐ | Preliminary Proxy Statement | |||
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☒ | Definitive Proxy Statement | |||
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0-11. |
Notice of 20182024 Annual Meeting of Shareholders
and Proxy Statement
Tuesday,Virtual Annual Meeting
Thursday, April 24, 201825, 2024
10:00 a.m. EDTEastern Time
(Doors open at 9:30 a.m. EDT)www.virtualshareholdermeeting.com/DPZ2024
Domino’s Pizza, Inc.
World Resource Center
30 Frank Lloyd Wright Drive
Ann Arbor, Michigan 48105
(734)930-3030
For further information, callplease contact Domino’s Investor Relations at734-930-3563. investorrelations@dominos.com.
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Dear Fellow Shareholders,
We are pleased to invite you to attend our 2024 Annual Meeting of Shareholders (the “Annual Meeting”) on Thursday, April 25, 2024, at 10:00 a.m. Eastern Time, to be held exclusively online via live webcast. The virtual-only format will allow our shareholders the option to participate in the live, online meeting from any location convenient to them, providing shareholder access to our Board and management and enhancing participation. Shareholders who hold shares as of the record date for the Annual Meeting will be able to participate in the virtual meeting online and vote their shares electronically by visiting www.virtualshareholdermeeting.com/DPZ2024. Details regarding how to participate in the webcast of the Annual Meeting and the business to be conducted at the Annual Meeting are provided in the accompanying Notice of 2024 Annual Meeting of Shareholders (the “Notice”) and Proxy Statement.
We remain a purpose-inspired and performance-driven company with exceptional people committed to feeding the power of possible, one pizza at a time. While we are proud to be the largest pizza company in the world, we remain dedicated to getting better every day. Throughout 2023, we sharpened our focus on the many opportunities we have for continuous improvement and unveiled an exciting new five-year strategic vision rooted in our commitment to future growth and success through our “Hungry for MORE” strategy. Your Board of Directors continues to be stewards of the Company and has maintained our focus on our customers, our team members, our franchisees, our communities and you, our shareholders, to ensure long-term value creation for all stakeholders.
We believe that the foundation of Domino’s continued resilience remains its strong corporate governance and an exceptional leadership team, together with our ongoing commitment to our values. We thank you for the opportunity to continue serving you and the Company and appreciate the opportunity to share our progress and governance enhancements over this past fiscal year.
The Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully. Whether or not you plan to join us for the Annual Meeting, it is important that your shares be represented. We encourage you to submit your proxy by telephone, by mail or by logging into www.proxyvote.com after reading the Notice and Proxy Statement. We look forward to your participation.
Thank you for your continued support of Domino’s.
Sincerely,
David A. Brandon
Executive Chairman of the Board of Directors
Notice of Annual Meeting of Shareholders
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Domino’s Pizza, Inc.
30 Frank Lloyd Wright Drive
Ann Arbor, Michigan 48105
(734)930-3030
To the Shareholders of Domino’s Pizza, Inc.:
Notice is hereby given that the 20182024 Annual Meeting of Shareholders (the “Annual Meeting”) of Domino’s Pizza, Inc. (the “Company”) will be held virtually via live webcast at the Domino’s World Resource Center, 30 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48105,www.virtualshareholdermeeting.com/DPZ2024 on Thursday, April 24, 201825, 2024 at 10:00 a.m. Eastern Daylight Time,Time. To provide a more inclusive experience for our shareholders and reach a greater number of shareholders in as efficient a manner as possible, the Annual Meeting will be held exclusively online. There will not be a physical location for the Annual Meeting, and you will not be able to attend the meeting in person. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visiting the website listed above. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/DPZ2024, you must enter the control number on your proxy card, voting instruction form, or Notice of Internet Availability you previously received.
The Annual Meeting will be held for the following purposes, all of which are set forth in the accompanying Proxy Statement:
1. | To elect the |
2. | To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public |
3. | To hold an advisory andnon-binding vote on the compensation of the Company’s named executive officers; |
4. | To |
5. | To transact such other business as may properly come before the meeting. |
Shareholders of record at the close of business on March 1, 20182024 are entitled to notice of and to vote at the 2018 Annual Meeting of Shareholders and any adjournments or postponements thereof.
The Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.
By order of the Board of Directors,
Adam J. GacekKevin S. Morris
Executive Vice President, General Counsel
and Corporate Secretary
March 15, 2018
2024
HOW TO VOTE |
INTERNET VIA COMPUTER
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Via the Internet at www.proxyvote.com. You will need the16-digit number included in your notice, proxy card or voter instruction form. | Dial toll-free the telephone number on your voter instruction form. You will need the16-digit number included in your notice, proxy card or voter instruction form. | If you received a paper copy of your proxy materials, send your completed and signed proxy card or voter instruction form using the enclosed postage-paid envelope. | Meeting. See page 6 for information on how to |
Notice of Annual Meeting of Shareholders
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on April 25, 2024: The accompanying Proxy Statement and our 2023 Annual Report are available at ir.dominos.com. In addition, you may access these materials at http://materials.proxyvote.com/25754A. On March 15, 2024, we mailed a Notice of Internet Availability of Proxy Materials to certain shareholders, containing instructions for voting online and for requesting a paper copy of the Proxy Statement and 2023 Annual Report.
YOUR VOTE IS IMPORTANT
We are offering registered shareholders the opportunity to vote their shares electronically through the Internet or by telephone. Please see the Proxy Statement and the enclosed Proxyproxy card for details about electronic voting. You are urged to date, sign and promptly return the enclosed Proxy,proxy card, or to vote electronically through the Internet or by telephone, so that your shares may be voted in accordance with your wishes and so that the presence of a quorum at the Annual Meeting may be assured. Voting promptly, regardless of the number of shares you hold, will aid the Company in reducing the expense of additional Proxyproxy solicitation. Voting your shares by the enclosed proxy card, or electronically, does not affect your right to vote electronically in the event you attend the virtual-only Annual Meeting. You may revoke your Proxyproxy at any time, regardless of your voting method, as fully described on page 47 of the accompanying Proxy Statement.
Voting your shares by the enclosed Proxy, or electronically, does not affect your right to vote in personVIRTUAL MEETING ADMISSION
To participate in the eventAnnual Meeting, you attendwill need the meeting. You are cordially invited16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. If you wish to attend the meeting,virtual-only Annual Meeting, see “Voting Information—Virtual Shareholder Meeting” for additional instructions. The Annual Meeting will begin promptly at 10:00 a.m. Eastern Time on Thursday, April 25, 2024. Online check-in will begin at 9:45 a.m. Eastern Time and you should allow approximately 15 minutes for the Company requests that you indicate your plans in this respect in the space provided on the enclosed form of Proxy or as prompted if you vote electronically. If your shares are held in the name of a broker, trust, bank or other nominee, you will need to bring a proxy or letter from that broker, trust, bank or nominee that confirms you are the beneficial owner of those shares.online check-in procedures.
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DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT i |
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provide a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about their companies. With the exception of historical information, the matters discussed in this Proxy Statement are forward-looking statements and may be identified by the use of words such as “anticipate,” “believe,” “could,” “should,” “estimate,” “expect,” “intend,” “may,” “will,” “plan,” “predict,” “project,” “seek,” “approximately,” “potential,” “outlook” and similar terms and phrases that concern our strategy, plans or intentions, including references to assumptions. Such statements reflect our current view with respect to future events and are subject to certain risks, uncertainties and assumptions. A variety of factors could cause our future results to differ materially from the anticipated events or results expressed in such forward-looking statements. Readers should review Item 1A, Risk Factors, of our Annual Report on Form 10-K filed on February 26, 2024 for a description of important factors that could cause our future results to differ materially from those contemplated by the forward-looking statements made in this Proxy Statement. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Proxy Statement might not occur. All forward-looking statements speak only as of the date of this Proxy Statement and should be evaluated with an understanding of their inherent uncertainty. Except as required under federal securities laws and the rules and regulations of the Securities and Exchange Commission, we will not undertake and specifically decline any obligation to publicly update or revise any forward-looking statements to reflect events or circumstances arising after the date of this Proxy Statement, whether as a result of new information, future events or otherwise.
Important Information
In this document, we rely on and refer to information regarding the U.S. quick service restaurant, or QSR, sector and the U.S. QSR pizza category from Circana®, formerly The NPD Group, ongoing foodservice market research (years ending December) prepared by Circana, as well as market research reports, analyst reports and other publicly-available information. Although we believe this information to be reliable, we have not independently verified it. U.S. sales information relating to the U.S. QSR sector and the U.S. QSR pizza category represent reported consumer spending obtained by Circana’s ongoing foodservice market research from consumer surveys. This information relates to both our Company-owned and franchised stores.
Available Information
Domino’s Pizza, Inc. makes available, free of charge, through its internet website ir.dominos.com, its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and amendments to those reports filed or furnished pursuant to Section 13(a), 15(d), or 16 of the Exchange Act, as soon as reasonably practicable after electronically filing such material with the Securities and Exchange Commission. Materials filed with the Securities and Exchange Commission are available at www.sec.gov. Retail orders from Domino’s stores can be made through its internet website www.dominos.com. The reference to these website addresses anywhere in this Proxy Statement does not constitute incorporation by reference of the information contained on the websites and information appearing on those websites, including ir.dominos.com, biz.dominos.com, stewardship.dominos.com and www.dominos.com, should not be considered a part of this document.
ii DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
Proxy Summary
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This summary highlights information discussed in more detail elsewhere in this Proxy Statement. As this is only a summary, we encourage shareholders to read the entire Proxy Statement and our 2017 Annual Report on Form 10-K filed with the SEC on February 26, 2024 (the “2023 10-K”) before voting their shares. As used in this Proxy Statement, references to the “Company” or “Domino’s,” or the first-person notations of “we” and “our,” refer to Domino’s Pizza, Inc.
20182024 Annual Meeting of Shareholders
Date and Time
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| Record Date
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Thursday, April 25, 2024 10:00 a.m. Eastern Time | Participate in the Annual Meeting by visiting our Annual Meeting website at www.virtualshareholdermeeting.com/DPZ2024 | March 1, 2024 | On or about March 15, |
Meeting Agenda and Board Recommendations
Proposals for Your Vote | Board Voting | Required Vote | Page Reference | ||||
Proposal 1: Election of Directors |
FOR each Nominee |
Plurality of Votes Cast(1)
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Proposal 2: Ratification of Independent Registered Public | FOR | Majority of Votes Cast | 26 | ||||
Proposal 3: Advisory Vote to Approve Executive Compensation (“Say-on-Pay”) |
FOR |
Majority of Votes Cast
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Proposal |
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Majority of Votes Cast
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(1) In uncontested director elections, this vote will be subject to the Company’s Majority Voting Policy.
Director Nominees
This table provides summary information about each Directordirector nominee. Each Directordirector stands for annual election to aone-year term. As of our 2016 Annual Meeting of Shareholders, our DirectorOur director elections are subject to aour Majority Voting Policy.
Nominee | Age | Director Since | Current Principal Occupation | Current Committee Memberships* | Current Public Company Boards | Age | Director Since | Current Principal Occupation | Current Committee Memberships* |
Current Public Company Boards Other Than Domino’s | ||||||||||||||||||||||
A | C | NCG | A | C | I&D | NCG | ||||||||||||||||||||||||||
David A. Brandon
| 65
| 1999
| Chairman and CEO of Toys “R” Us, Inc.
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Toys “R” Us, Inc. DTE Energy Co. Herman Miller Inc.
| 71 | 1999 | Executive Chairman of Domino’s Pizza, Inc. | DTE Energy Co.
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C. Andrew Ballard | 45 | 2015 |
CEO andCo-founder of Wiser Solutions, Inc. and Founder and Managing Partner of Figtree Partners
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●
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●
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51 |
2015 |
CEO and Founder of Wiser Solutions, Inc. and Founder and Managing Partner of Figtree Partners | ● | Chair | Etsy, Inc. | |||||||||||||||||||||
Andrew B. Balson
| 51
| 1999
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Managing Partner of Cove Hill Partners
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Chair
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Corie S. Barry |
48 |
2018 |
CEO of Best Buy Co., Inc.
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Chair
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Best Buy Co., Inc.
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Diana F. Cantor | 60 | 2005 |
Partner with Alternative Investment Management, LLC
| Chair | ● |
Universal Corporation
| 66 | 2005 | Partner with Alternative Investment Management, LLC | ● | ● |
Universal Corporation VICI Properties Inc.
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J. Patrick Doyle
| 54
| 2010
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President and CEO of Domino’s Pizza, Inc.
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Best Buy Co., Inc.
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Richard L. Federico
| 63 | 2011 |
Non-Executive Chairman of P.F. Chang’s China Bistro Inc.
| ● | ● |
P.F. Chang’s China Bistro Inc. Jamba, Inc.
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James A. Goldman
| 59 | 2010 |
Retired President and Chief Executive Officer of Godiva Chocolatier Inc. | ● |
Chair
| 65 | 2010 | Former President and CEO of Godiva Chocolatier, Inc. | ● | ● | Abercrombie & Fitch Co. | |||||||||||||||||||||
Patricia E. Lopez | 62 | 2018 | Former CEO of High Ridge Brands Co. | ● | Chair |
Aramark Express, Inc.
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Russell J. Weiner
| 55 | 2022 | CEO of Domino’s Pizza, Inc. |
The Clorox Company |
*A = Audit Committee / C = Compensation Committee / I&D = Inclusion & Diversity Committee / NCG = Nominating and Corporate Governance Committee
DOMINO’S PIZZA, INC. |
Proxy Summary(continued)
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2023 Business Highlights
Fiscal 2023 was a year of strong financial and operating performance for the Company and was also a year in which we continued our focus on opportunities for continuous improvement in our business and unveiled an exciting new five-year strategic vision rooted in our commitment to future growth and success through our “Hungry for MORE” strategy, which is our plan to deliver MORE sales, MORE stores and MORE profits.
In fiscal 2023, the Company saw growth across its business globally, while staying true to our values as an organization. We delivered our 30th consecutive year of global retail sales growth, excluding the impact of foreign currency, and remain the largest pizza company in the world. The Company’s sales performance continues to show comparable strength within QSR pizza and the overall QSR industry, with a four-year U.S. retail sales cumulative average growth rate of 6.4%. This growth compares favorably to the cumulative average market share growth rates of the QSR pizza and overall QSR segments, which were up 1.7% and 4.3%, respectively, over that same period according to data provided by Circana for the year ending December 2023. Overall, the Company’s global retail sales, excluding foreign currency impact, increased an average of 7.9% year-over-year over the same period.
Amid an ever-changing and uncertain global operating environment, the Company continued to stay focused on its stakeholders – its customers, team members, franchisees, communities and shareholders – and delivered a return to strong performance across the business in fiscal 2023 and an increase in the Company’s stock price during this same period.
• | Fiscal 2023 global retail sales growth (excluding foreign currency impact and the impact of the Russia market) of +5.4% |
• | Fiscal 2023 U.S. same store sales growth of 1.6%; international same store sales growth of 1.7% |
• | Opened 711 net new stores worldwide in fiscal 2023 (excluding closure of the Russia market, global net stores grew by 870 for fiscal 2023) |
• | Income from operations up 6.7% in fiscal 2023 (excluding $21.2 million pre-tax refranchising gain recorded in the fourth quarter of 2022, income from operations up 9.7% for fiscal 2023) |
For a description of how the Company calculates same store sales and global retail sales, excluding foreign currency impact, and net store growth, which are commonly-used statistical measures in the QSR industry that we believe are important to understanding our financial performance, see pages 37 and 38 in our 2023 10-K.
Total Shareholder Return:
Through December 29, 2023; includes reinvestment of dividends.
2 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
Proxy Summary (continued) |
Corporate Governance Highlights
Domino’s demands integrity and is committed to upholding high ethical standards. Our strong corporate governance practices support this commitment and provide a framework within which our Board of Directors and management can pursue the strategic objectives of the Company and ensure long-term growth for the benefit of our shareholders. Our Board of Directors monitors developments in governance at peer companies and in general to assure that it continues to meet its commitment to thoughtful and independent representation of shareholder interests. Highlights of our corporate governance practices are summarized below and are discussed in more detail in the“Corporate Governance Principles and Director Information” section beginning on page 10.16.
Independence:Independence and Leadership Structure:
Board Practices:
Leadership Structure:
Accountability:
DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT 3 |
Proxy Summary (continued) |
Stock Ownership Requirements:
Inclusion and Diversity
• | Provide enhanced disclosure of racial, ethnic and gender diversity of our corporate workforce, along with the breakdown of our corporate workforce by race, ethnicity and gender from our consolidated EEO-1 report |
HighlightsAdditional highlights regarding our 20172023 business performance and changes made to our executive compensation
program during fiscal 20172023 can be found under the
“Compensation Discussion and Analysis—Executive Summary” beginning on page 19.30.
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This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or “Board”) of Domino’s Pizza, Inc. for use at the 2018Company’s 2024 Annual Meeting of Shareholders (“Annual(the “Annual Meeting”) to be held on Tuesday,Thursday, April 24, 201825, 2024 at 10:00 a.m. EDTEastern Time virtually via live webcast at the Domino’s World Resource Center, 30 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48105,www.virtualshareholdermeeting.com/DPZ2024, and at any adjournment or postponement thereof. The Company has made these materials available to you on the Internet or, upon your request, has delivered printed copies to you by mail or electronic versions bye-mail. The Company will pay the expenses of solicitation of Proxies.proxies. We will request banks, brokers and other custodians, nominees and fiduciaries to solicit Proxiesproxies from their customers and will reimburse those banks, brokers and other custodians, nominees and fiduciaries for reasonableout-of-pocket costs for this solicitation. Further solicitation of Proxiesproxies may be made by mail, personal interview and/or telephone by officers, directors and other employees of the Company, none of whom will receive additional compensation for assisting with the solicitation.
This Proxy Statement, along with the Notice of Annual Meeting of Shareholders and form of Proxy,proxy card, was first made available to shareholders on or about March 15, 2018. As used in this Proxy Statement, references to the “Company” or “Domino’s,” or the first-person notations of “we” and “our,” refer to Domino’s Pizza, Inc.2024.
DOMINO’S PIZZA, INC. |
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Virtual Shareholder Meeting
To provide a more inclusive experience for our shareholders and reach a greater number of shareholders in as efficient a manner as possible, the Annual Meeting will be held exclusively online via live webcast. There will not be a physical location for the Annual Meeting, and you will not be able to attend the meeting in person. The virtual-only format will allow all of our shareholders the option to participate in the live, online meeting from any location convenient to them, providing shareholder access to our Board and management and enhancing participation.
Shareholders at the close of business on March 1, 2024 will be allowed to communicate with us and submit questions in our virtual Annual Meeting forum immediately before and during the meeting. All directors and key executive officers are expected to be available to answer questions. We will endeavor to answer as many questions submitted by shareholders as time permits. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. We reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or Company business.
In the event of technical difficulties with the Annual Meeting, we expect that an announcement will be made on www.virtualshareholdermeeting.com/DPZ2024. If necessary, the announcement will provide updated information regarding the date, time and location of the Annual Meeting. Any updated information regarding the Annual Meeting will also be posted on our Investor Relations website at ir.dominos.com.
To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/DPZ2024, you must enter the control number on your proxy card, voting instruction form, or Notice of Internet Availability you previously received. You will also be able to vote your shares electronically at the meeting.
For further information on voting at the Annual Meeting, please see the “Voting Procedures” section below. No recording of the Annual Meeting is allowed, including audio and video recording.
Record Date, Issued and Outstanding Shares
The record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting was the close of business on March 1, 20182024 (the “Record Date”). On the Record Date, there were 43,070,48834,828,815 shares of common stock, $0.01 par value per share, the Company’s only voting securities, outstanding and entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote.
Under the Company’sBy-Laws, the holders of a majority of the shares of common stock outstanding and entitled to vote at the Annual Meeting constitute a quorum for the transaction of business at the Annual Meeting. Shares of common stock represented in person or by proxy, including shares that abstain or do not vote with respect to one or more of the matters presented for shareholder approval, will be counted for purposes of determining whether a quorum is present.
The holders of common stock are entitled to one vote per share on any proposal presented at the Annual Meeting. Only shareholders of record at the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof. Shareholders may choose to vote by any of the following methods: (i) by returning the enclosed Proxyproxy card, (ii) electronically by accessing the Internet site or by using the toll-free telephone number, both of which are stated on the form of Proxy,proxy, or (iii) by attending the Annual Meetinglive webcast and voting in person.your shares online during the Annual Meeting. If you have any questions about www.proxyvote.com or your control number, please contact the bank, broker, or other organization that holds your shares. The availability of online voting may depend on the voting procedures of such organization.
All properly executed Proxiesproxy cards received by mail, and properly authenticated electronic votes recorded through the Internet or by telephone, will be voted as directed by the shareholder.All properly executed Proxiesproxy cards received by mail
6 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
Voting Information (continued) |
that do not specify how shares should be voted will be voted in accordance with the Board’s recommendation (“FOR” the election of all Directordirector nominees under Proposal One, “FOR” ProposalsProposal Two, and“FOR” Proposal Three and “AGAINST”“ABSTAIN” for Proposal Four).
Any Proxyproxy given pursuant to this solicitation may be revoked at any time before it is voted by: (i) signing and returning a new Proxyproxy card with a later date, (ii) submitting a later-dated vote by telephone or via the Internet, (iii) filing with our Corporate Secretary a written notice of revocation dated later than the date of the Proxyproxy being revoked or (iv) attending the live webcast and casting a new vote online during the Annual Meeting and revoking or voting in person.Meeting. Any written notice of revocation should be sent to: Corporate Secretary, Domino’s Pizza, Inc., 30 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48105.
The Internet and telephone procedures for voting and for revoking or changing a vote are designed to authenticate shareholders’ identities, to allow shareholders to give their voting instructions and to confirm that shareholders’ instructions have been properly recorded. Shareholders that vote through the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, which will be borne by the shareholder.
Brokers are subject to the rules of the New York Stock Exchange (the “NYSE”). The NYSE rules direct that certain matters submitted to a vote of shareholders are “routine” items and brokers generally may vote on behalf of beneficial owners who have not furnished voting instructions, subject to the rules of the NYSE concerning transmission of proxy materials to beneficial owners, and subject to any proxy voting policies and procedures of those brokerage firms. Brokers who hold shares in “street name” for customers who are beneficial owners of such shares are prohibited from giving a proxy to vote such customers’ shares on“non-routine” matters in the absence of specific instructions from such customers.
Under the current NYSE rules, we believe Proposal Two is a routine matter. Accordingly, if your broker holds shares that you own in street name, the broker may vote your shares on Proposal Two even if the broker does not receive instructions from you. We believe Proposal One, Proposal Three and Proposal Four arenon-routine matters and, therefore, the
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broker may not vote your shares on such proposals without receiving instructions from you. If your broker does not vote on a proposal, this is commonly referred to as a “brokernon-vote.” Brokernon-votes will not be counted as having been voted in person or by proxy, but pursuant to Delaware corporate law, will be counted for purposes of determining whether a quorum is present.
Under Proposal One, Directorsdirectors are elected by a plurality of the votes of the shares of common stock represented and voted at the Annual Meeting. If you withhold your vote for a particular nominee, then your vote will not count “FOR” such nominee. BrokerVotes withheld, as well as broker non-votes, and votes withheld will not be treated as votes cast with respect to the election of Directorsdirectors and, therefore, will have no effect on the outcome of the election of Directors.directors.
In addition, we have implemented a Majority Voting Policy for uncontested director elections (elections in which the number of nominees for election does not exceedis equal to the number of directors to be elected). In the event that the votes “WITHHELD” from a nominee’s election exceed the votes cast “FOR” that nominee’s election, such nominee shall be required to promptly submit his or her resignation to the Board of Directors for consideration. The Board of Directors will then have the opportunity to determine whether to accept or reject such tendered resignation. The Board of Directors, in making its decision, may consider any factors or other information that it considers appropriate or relevant.
The Board of Directors will act within 120 days following certification of the shareholder vote. Thereafter, the Board of Directorsvote, and thereafter, will promptly publicly disclose, in a report furnished to the Securities and Exchange Commission (“SEC”), its decision and process regarding the tendered resignation, including its rationale for accepting or rejecting the tendered resignation. The Board of Directors may accept a Director’s resignation or reject the resignation. If the Board of Directors accepts a Director’sdirector’s resignation, or if a nominee for Directordirector is not elected and the nominee is not an incumbent Director,director, then the Board of Directors, in its sole discretion, may fill any resulting vacancy or may decrease the
DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT 7 |
Voting Information (continued) |
size of the Board of Directors, in each case pursuant to our Bylaws.By-Laws. If a Director’sdirector’s resignation is not accepted by the Board of Directors, such Directordirector will continue to serve until the next annual meeting of shareholders and until his or her successor is duly elected, or his or her earlier death, resignation or removal.
Approval of Proposal Two (ratification of independent registered public accountants)accounting firm), Proposal Three(say-on-pay) and Proposal Four (shareholder proposal regarding deforestation)simple majority vote) requires the affirmative vote of a majority of the shares voted in person or by proxy at the Annual Meeting. Brokernon-votes, if any, and abstentions will not be treated as votes cast with respect to these proposals and, therefore, will have no effect on the outcome of the votes. As noted above, under the current NYSE rules, we believe Proposal Two is a routine matter. Accordingly, if your broker holds shares that you own in street name, the broker may vote your shares on Proposal Two even if the broker does not receive instructions from you.
No matter is currently expected to be considered at the Annual Meeting other than those listed in this Proxy Statement. If any other matters are properly brought before the Annual Meeting for action, it is intended that the persons named in the proxy and acting thereunder will vote in accordance with their discretion on such matters.
8 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
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Proposal One: Election of Directors
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The Company’s Certificate of Incorporation, as amended and restated, requires that all Directorsdirectors stand for annual election. Accordingly, the sevennine individuals listed below are standing for election to terms ending with the 20192025 annual meeting of shareholders, until his or her successor is duly elected or qualified or until his or her earlier death, resignation or removal. Each nominee is currently serving as a Director. Each nominee has indicated his or her willingness to serve, if elected. However, ifshould a nominee should be unable to serve, the shares of common stock represented by Proxiesproxies may be voted for a substitute nominee designated by the Board. Management has no reason to believe that any of the above-mentioned persons will not serve his or her term as a Director.director.
Although our Nominating and Corporate Governance Committee does not have any specific, delineated qualifications for the nomination of Directordirector candidates, the Committee takes into accountconsiders a number of factors, qualifications and skills that it deems appropriate, with the primary goal of ensuring the Board collectively serves the interest of shareholders. The Company and the Board, at a minimum, seek to have Directorsdirectors with sound business judgment, wisdom and knowledge in his or her field of expertise. Directors should also possess the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests of our shareholders. Identified and described below are additional key attributes, qualifications, experiences qualifications and skills that are important to the Company’s business and that wereare considered in the selection of the Directors,director nominees, which factors may change from time to time. Director candidates are also evaluated according to the qualifications set forth in the Board’s Corporate Governance Principles, as further described beginning on page 12.18.
• | Business experience. The Company and the Board believe that the Company benefits from nominating directors with a substantial degree of business experience. This may include accomplishments in his or her particular field of practice and a history of achievements that reflect his or her high standards and sound business decisions. |
• | Leadership experience. The Company and the Board believe that directors with experience in significant leadership positions over an extended period, especially President or Chief Executive Officer positions, provide the Company with strategic insights. These directors generally possess superior leadership qualities and the ability to identify and develop those qualities in others. They demonstrate a practical understanding of organizations, long-term strategy, risk management and the methods to drive change and growth. |
• | Finance experience. The Company and the Board believe an understanding of finance and financial reporting processes is an important skill for our directors. The Company uses financial measures to evaluate its performance as well as its accomplishment of financial performance targets. In addition, the Board and the Audit Committee oversee the required public disclosures of the Company that include financial statements and related information. |
• | Educational and industry experience. The Company and the Board seek to have directors with relevant education, business expertise and experience as executives, directors, investors or in other leadership positions in the retail sector, including the restaurant industry. |
Board Composition and Diversity
We believe that each of our nine director nominees has met the qualifications set forth in the Board’s Corporate Governance Principles and believe these nominees are a highly engaged group and represent a diverse and broad range of attributes, qualifications, experiences and skills to provide an effective mix of viewpoints and knowledge.
While the Nominating and Corporate Governance Committee does not have a written policy regarding diversity in identifying director candidates or specific goals with respect to diversity on the Board, the Nominating and Corporate Governance Committee considers diversity, including gender, racial and ethnic diversity, age, skills, experience, including business, financial and academic backgrounds, and such other factors as it deems appropriate, in its search for the best candidates to serve on the Board, and the AuditInclusion & Diversity Committee overseereviews and monitors the required public disclosuresCompany’s efforts in ensuring appropriate diversity on the Board. These committees look to ensure demographic diversity in addition to a diversity of skills, experiences (including operational experience) and viewpoints, all aimed at identifying candidates who will contribute to Board decision-making and oversight responsibilities. The committees believe that the current composition of the Board reflects diversity across these categories.Our current directors bring a diverse set of skills, experiences and viewpoints to the Company that include financial statementsare important to drive our strategy forward as the market and related information.competitive landscapes evolve.
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DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT 9 |
Proposal One: Election of Directors(continued)
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All our director nominees except Mr. Brandon and Mr. Weiner are independent. The following provides additional information about our nine director nominees.
FOUR OF NINE DIRECTOR NOMINEES ARE DIVERSE AS TO GENDER, ETHNICITY OR RACE | ||||||
10 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
Proposal One: Election of Directors (continued) |
The matrix below summarizes certain key attributes, qualifications, experiences and skills that our director nominees bring to the Board that we believe are most relevant to service on our Board, as well as certain demographics of our director nominees. This information is intended to provide a summary of our director nominees’ qualifications and should not be considered to be a complete list of each nominee’s strengths or contributions to the Board. A mark indicates a specific area of focus or experience on which the Board relies most. The fact that a director nominee is not designated as having a particular attribute does not indicate that the nominee does not possess that attribute or would not be able to make a meaningful contribution to the Board’s decision-making or oversight in that area. Additional details on each director nominee’s attributes, qualifications, experiences and skills are set forth in their individual biographies.
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Attributes, Qualifications, Experiences and Skills | |||||||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer Experience | • | • | • | • | • | • | • | • | |||||||||||||||||||||||||||||||||||||||
Public Company Board and Corporate Governance Experience | • | • | • | • | • | • | • | • | • | ||||||||||||||||||||||||||||||||||||||
Corporate Strategy Experience | • | • | • | • | • | • | • | • | |||||||||||||||||||||||||||||||||||||||
Financial / Investment Management Experience | • | • | • | • | • | • | |||||||||||||||||||||||||||||||||||||||||
Human Capital Management / Talent Development Experience | • | • | • | • | • | ||||||||||||||||||||||||||||||||||||||||||
Information Technology / IT Security Experience | • | • | • | • | |||||||||||||||||||||||||||||||||||||||||||
International / Global Operations Experience | • | • | • | • | • | • | |||||||||||||||||||||||||||||||||||||||||
Marketing / Brand Management / Digital Experience | • | • | • | • | • | • | |||||||||||||||||||||||||||||||||||||||||
Operations / Supply Chain Experience | • | • | • | • | |||||||||||||||||||||||||||||||||||||||||||
Restaurant / Food and Beverage Experience | • | • | • | • | • | ||||||||||||||||||||||||||||||||||||||||||
Retail / Franchise Experience | • | • | • | • | • | ||||||||||||||||||||||||||||||||||||||||||
Sustainability / ESG Experience | • | • | • | • | • | ||||||||||||||||||||||||||||||||||||||||||
Demographics | |||||||||||||||||||||||||||||||||||||||||||||||
Self-Identified Race/Ethnicity | |||||||||||||||||||||||||||||||||||||||||||||||
Black or African American | • | ||||||||||||||||||||||||||||||||||||||||||||||
Hispanic, Latinx or Spanish Origin | • | ||||||||||||||||||||||||||||||||||||||||||||||
White | • | • | • | • | • | • | • | ||||||||||||||||||||||||||||||||||||||||
Self-Identified Gender | |||||||||||||||||||||||||||||||||||||||||||||||
Female | • | • | • | ||||||||||||||||||||||||||||||||||||||||||||
Male | • | • | • | • | • | • |
DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT 11 |
Proposal One: Election of Directors (continued) |
Nominees for Election toOne-Year Terms Expiring at the 20192025 Annual Meeting of Shareholders
Set forth below are the name, age, principal occupation and/or business experience and qualifications of each nominee for election as a Director.director. All of the nominees are current members of the Board. The Nominating and Corporate Governance Committee believes that each of the nominees possesses the necessary professional experience and qualifications to contribute to the success of the Company. Information with respect to the business experience and other publicly-heldpublicly-traded company boards on which the nominees serve, or served in the past five years, as a director is set forth below. The number of shares of Domino’s Pizza, Inc. common stock beneficially owned by each Directordirector nominee appears later in this Proxy Statement.
Our Board of Directors Unanimously Recommends a VoteFOR Each of the Nominees Listed Below
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| David A. Brandon Executive Chairman Director since: 1999 Age: 71 Current Committees: None | David A. Brandon In addition to his position at Domino’s, Mr. Brandon currently
In addition to serving on the
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| Qualifications: Mr. Brandon served as the Company’s
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C. Andrew Ballard Presiding Director (Lead Independent
Director since: 2015
| Age: 51 Current Committees: Inclusion & Diversity (Chair) Compensation | C. Andrew Ballard currently serves as the
Mr. Ballard has served on Domino’s Board of Directors since July 2015 and has served as Presiding Director since May 2022. Mr. Ballard serves as the Chairperson of the Inclusion & Diversity Committee and is a member of the Compensation Committee In addition to serving on Domino’s Board of Directors, Mr. Ballard | |||
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| Qualifications: Mr. Ballard brings to the Board strategic business and acquisition experience, as well as overall business acumen through his experience at Hellman & Friedman and Bain Capital. Mr. Ballard also provides valuable technology and digital knowledge, making him qualified for service as a | |||
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12 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
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Proposal One: Election of Directors(continued)
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| Independent Director Director since: 1999 Age: 57 Current Committees: Compensation Nominating and Corporate Governance | Andrew B. Balson is currently the Managing Partner of Cove Hill Partners, L.P., a firm formed to make private equity investments. Previously, Mr. Balson was the
Mr. Balson has served on Mr. Balson previously served on the Boards of Directors of Bloomin’ Brands, Inc., FleetCor Technologies, Inc., Dunkin’ Brands, Inc., Skylark Co., Ltd., BELLSYSTEM24, Inc., Burger King Corporation and Bright Horizons Family Solutions, Inc.
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Qualifications: Mr. Balson brings to the Board strategic acquisition experience, a high level of financial literacy and overall business acumen through his executive experience at Bain Capital, | ||||
Corie S. Barry Independent Director Director since: 2018 Age: 48 Current Committees: Compensation (Chair) | Corie S. Barry currently serves as Chief Executive Officer and as a member of the Board of Directors of Best Buy Co., Inc., a specialty retailer of consumer electronics, personal computers, entertainment software and appliances, roles held since June 2019. Prior to becoming CEO, Ms. Barry served as Best Buy’s Senior Executive Vice President and Chief Financial and Strategic Transformation Officer from June 2016 to June 2019, Chief Strategic Growth Officer from October 2015 to June 2016, Interim President of Geek Squad Services from March 2015 to May 2016, Senior Vice President of Domestic Finance from May 2013 to October 2015 and in a variety of financial and operational roles, both in the field and at the corporate campus, since joining Best Buy in 1999. Prior to Best Buy, Ms. Barry worked at Deloitte Touche Tohmatsu Limited from 1997 to 1999. Ms. Barry has served on Domino’s Board of Directors since July 2018 and is the Chairperson of the Compensation Committee of the Board of Directors. | ||||
Qualifications: Ms. Barry brings to the Board experience leading a public company, vast financial expertise, retail operations and strategic growth know-how and overall business acumen, making her qualified for service as a director of the Company. | |||||
Diana F. Cantor Independent Director | Director since: 2005 Age: 66 Current Committees: Inclusion & Diversity Nominating and Corporate Governance | Diana F. Cantor is currently a Partner
Ms. Cantor has served on In addition to serving on Domino’s Board of Directors, Ms. Cantor
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| Qualifications: Ms. Cantor possesses extensive financial skills and brings to the Board an important financial perspective. Ms. Cantor also provides valuable consumer product and marketing knowledge, as well as significant public company directorship experience, making her qualified for service as a | ||||
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Richard L. Federico Independent Director
Director since: |
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Age:
Current Committees:
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| Richard L. Federico
Mr. Federico has served on Domino’s Board of Directors since February 2011 and is In addition to serving on Domino’s Board of Directors, Mr. Federico currently serves on the Boards of Directors of Black Rock Coffee, The Melt and Boqueria, all privately-held restaurant concepts. Mr. Federico previously served as Chairman of the Board of Directors of Jamba, Inc. and | ||||
| Qualifications: Mr. Federico brings to the Board experience in leading a successful | ||||
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James A. Goldman Independent Director | Director since: 2010 Age: 65 Current Committees: Audit Inclusion & Diversity | James A. Goldman currently serves on three portfolio company Boards representing Eurazeo SE, a global investment firm listed on the Paris Stock Exchange, including Q Mixers, a leading premium carbonated mixer brand, Waterloo Sparkling Water Corp., a carbonated beverage company, and Dewey’s Bakery, a premium baked goods company. Mr. Goldman served as President and Chief Executive Officer and as a member of the Board of Directors of Godiva Chocolatier, Inc. from 2004 to
Mr. Goldman has served on In addition to serving on Domino’s Board of Directors, Mr. Goldman serves
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| Qualifications: Mr. Goldman brings to the Board experience in leading successful retail and branded consumer companies, including more than 30 years in the global food industry, overall business acumen and public company directorship experience, making him qualified for service as a director of the Company. | ||||
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14 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
Proposal One: Election of Directors (continued) |
Patricia E. Lopez Independent Director Director since: 2018 Age: 62 Current Committees: Audit Nominating and Corporate | Patricia E. Lopez most recently served as Chief Executive Officer and as a member of the Board of Directors of High Ridge Brands Co. from July 2017 to March 2020. Ms. Lopez served as a Senior Vice President at Estée Lauder Companies Inc. from January 2015 to July 2016, a Senior Vice President at Avon Products, Inc. from December 2012 to November 2014 and previously held various positions at The Procter & Gamble Co. for 25 years, most recently serving as a Vice President and General Manager overseeing its Eastern Europe business. Ms. Lopez has served on Domino’s Board of Directors since July 2018 and is the Chairperson of the Nominating and Corporate Governance Committee and a member of the Audit Committee of the Board of Directors. In addition to serving on Domino’s Board of Directors, Ms. Lopez also serves on the Boards of Directors of Aramark and Express, Inc. She previously served on the Board of Directors of Acreage Holdings. | |||
Qualifications: Ms. Lopez brings to the Board tremendous global business leadership, brand marketing and operations experience, as well as directorship experience and overall business acumen, making her qualified for service as a director of the Company. | ||||
Russell J. Weiner Chief Executive Officer Director since: 2022 Age: 55 Current Committees: None | Russell J. Weiner has served as Domino’s Chief Executive Officer since May 2022. Prior to becoming CEO, Mr. Weiner served as Chief Operating Officer and President – Domino’s U.S. from July 2020 to April 2022, Chief Operating Officer and President of the Americas from July 2018 to July 2020, President, Domino’s USA from October 2014 to July 2018, and joined Domino’s as Executive Vice President and Chief Marketing Officer in September 2008. Prior to joining Domino’s, Mr. Weiner held various marketing positions at PepsiCo, Inc. from 1998 to 2008, most recently serving as Vice President of Marketing, Colas for Pepsi-Cola North America. Mr. Weiner has served on Domino’s Board of Directors since April 2022, when he was elected in conjunction with his appointment as Chief Executive Officer effective May 2022. Mr. Weiner also serves on the Board of Directors of The Clorox Company. | |||
Qualifications: Mr. Weiner’s many years of executive leadership experience with the Company, including as its Chief Executive Officer, and in the restaurant and food and beverage industries generally, provides him with a deep knowledge of brand building, marketing, operations and consumer insights. In addition, his experience in digital innovation enables him to help the Company maintain its leadership position in digital technology within the restaurant industry, making him qualified for service as a director of the Company.
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DOMINO’S PIZZA, INC. |
Corporate Governance
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Corporate Governance Overview
Domino’s has a commitment to strong corporate governance practices. These practices provide a framework within which the Company’s Board and management can pursue the strategic objectives of Domino’s and seek to ensure its long-term growth for the benefit of shareholders. The Company’s corporate governance principles and practices are reviewed annually by the Nominating and Corporate Governance Committee and any changes are recommended to the Board for approval. The Company’s Corporate Governance Principles are posted on Domino’s corporate and investor websitebiz.dominos.comir.dominos.com under the Investors—Profile—“Investors—Corporate GovernanceGovernance” section and are available free of charge upon request from the Company’s Corporate Secretary. The Nominating and Corporate Governance Committee Charter, the Compensation Committee Charter, the Audit Committee Charter and the AuditInclusion & Diversity Committee Charter are also posted on the Company’s corporate and investor website (“Investors—Profile—Corporate Governance” section onbiz.dominos.comir.dominos.com). All the referenced charters and the other documents referenced herein are available free of charge upon request from the Company’s Corporate Secretary.
The Company’s Corporate Governance Principles and the Charter of the Nominating and Corporate Governance Committee Charter set forth the Company’s policies with respect to Board structure, membership (including nominee qualifications), performance, operations and management oversight. Pursuant to the Corporate Governance Principles, theThe Board meets at least quarterly in an independent director session led by Mr. Ballard, our Presiding Director, pursuant to the Corporate Governance Principles, and also conducts an executive session and in anon-management executive session. The current discussion leader for the executive session is generally Mr. Brandon and the current discussion leader for the independent Director session is generally Mr. Balson. The independent Directors meet separately at each quarterly Board meeting.
Risk Oversight. The entire Board of Directors is engaged in risk management oversight. At the present time, the Board has not established a separate committee to facilitate its risk oversight responsibilities. The Board will continue to monitor and assess whether such a committee would be appropriate. In accordance with the NYSE listed company rules, the Audit Committee assists the Board of Directors in its oversight of Domino’s company-wide risk management and the process established to identify, measure, monitor and manage risks, in particular major financial, information security and cybersecurity risks.and food safety risks, with input from the Company’s internal committee dedicated to assessing and managing enterprise risk comprised of members of the Company’s Executive Leadership Team who report directly to our Chief Executive Officer in addition to other senior leaders within the Company (the “Enterprise Risk Committee”). The Board of Directors receives regular reports from management as well as from the Audit Committee and other standing committees regarding relevant risks and the actions taken by management to address those risks.risks, including the specific risks identified above, and plays an active role in the oversight of the Company’s risk management framework.
Board’s Role in Environmental, Social and Governance Matters. The entire Board of Directors generally oversees the Company’s environmental, social and governance (“ESG”) initiatives and supports the implementation of the Company’s ESG priorities. With respect to Board oversight of ESG matters in general, rather than concentrating oversight of all ESG initiatives into any one Committee, the Board takes the approach that certain matters are most appropriately overseen by the Board as a whole and for other topics, the most appropriate committee should maintain oversight. For example, the Board’s Nominating and Corporate Governance Committee has oversight responsibility for the corporate governance aspects of ESG, the Inclusion & Diversity Committee has oversight responsibility for the Company’s initiatives regarding inclusion and diversity and the Audit Committee oversees the Company’s public disclosures, including those relating to its ESG initiatives. Given their breadth and importance, the Board currently believes that it is the appropriate body to oversee the development and implementation of the Company’s ESG efforts as a whole and the Board is regularly briefed on the Company’s ESG efforts and initiatives.
At the operational level, a cross-functional team comprised of members of the Company’s Leadership Team and other senior leaders within the Company assess and manage stewardship risks and shape strategy for the organization, which is ultimately under the direction of the Company’s Executive Vice President and Chief Financial Officer. These executives are responsible for setting direction and driving accountability as we work to address material issues, work with key stakeholders and measure and report our progress.
16 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
Corporate Governance and Director Information (continued) |
In connection with its increased focus on Stewardship matters, the Company has published its 2023 Stewardship Report, which is available at stewardship.dominos.com, and which we expect to build upon in the years to come. For additional information regarding the Company’s Stewardship efforts, please see “—Stewardship at Domino’s” below.
Cybersecurity Governance. As discussed above, the Company’s entire Board of Directors is engaged in risk management oversight, including the oversight of risks from cybersecurity threats. In accordance with the NYSE listed company rules, the Audit Committee assists the Board of Directors in its oversight of Domino’s information security and cybersecurity risks, with input from the Enterprise Risk Committee. At an operational level, the Company’s cybersecurity strategy is shaped by its Chief Information Security Officer who is ultimately responsible for implementing the Company’s cybersecurity policies, procedures and strategy under the oversight of the Enterprise Risk Committee. For additional information regarding the Company’s cybersecurity governance and cybersecurity risk management and strategy, please see Item 1C. Cybersecurity in the 2023 10-K.
Independence. The Company is required to have a majority of its Board be independent Directors.directors. The Company’s Corporate Governance Principles (posted on Domino’s corporate and investor website ir.dominos.com under the “Investors—Corporate Governance” section) contain the Company’s standards for director independence.independence, which are consistent with the requirements of the NYSE and SEC. A Directordirector will be designated as independent if the Board affirmatively determines that he or she (i) has no material relationship with the Company or its subsidiaries, (ii) satisfies the other criteria specified by the NYSE listed company rules, (iii) has no business conflict with the Company or its subsidiaries and (iv) otherwise meets applicable independence criteria specified by law, regulation, exchange requirement or the Board. An independent director must also be free of any other relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment as a director. The Board has affirmatively determined that the following Directorsdirectors who served in the 20172023 fiscal year were independent under that definition:
C. Andrew Ballard
Andrew B. Balson
Corie S. Barry
Diana F. Cantor
Richard L. Federico
James A. Goldman
Gregory A. Trojan (resigned fromPatricia E. Lopez
The Board based these determinations primarily on a review of the Board in November 2017)responses of directors to questions regarding employment and compensation history, affiliations, family and other relationships and discussions with directors.
Expectations. The Corporate Governance Principles further provide that the Directorsdirectors are invited and expected to attend the Company’s annual meetings of shareholders. All Directors serving atour directors attended the time of the 20172023 annual meeting of shareholders attended the meeting.shareholders.
The Company has adopted a Code of Professional Conduct for Senior Financial Officers that applies to all executive officers of the Company, including the Chief Executive Officer and Chief Financial Officer, as well as all of the Company’s other financial officers and other employees with senior financial roles. In addition, the Company has adopted a Code of Business Conduct and Ethics for Directors, Officers and Employees that applies to all Directors,directors, officers and employees. The Code of Professional Conduct for Senior Financial Officers and the Code of Business Conduct and Ethics are posted on the Company’s corporate and investor website (“Investors—Profile—Corporate Governance” section onbiz.dominos.comir.dominos.com). The Company intends
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to satisfy the disclosure requirement regarding any amendment to, or waiver of, a provision of the Code of Professional Conduct for the Chief Executive Officer, Chief Financial Officer, Corporate Controller or persons performing similar functions, by posting such information on its website.website at ir.dominos.com.
A total of fivesix meetings of the Board of Directors of the Company were held during 2017,2023 and the Board acted via unanimous written consent on three other occasions. Each Directordirector attended at least 75% of the aggregate of (i) the total number of meetings of the Board and (ii) the total number of meetings held by all committees of the Board on which that Director served during the period each served as a Director.director served.
In accordance with NYSE requirements, the Board has a Nominating and Corporate Governance Committee, a Compensation Committee and an Audit Committee, all of which are comprised solely of independent Directors, as defined by Section 303A of the NYSE listed company rules and other applicable independence standards. Each committee of the Board has designated responsibilities and regularly reports on their activities to the entire Board.
DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT 17 |
Corporate Governance and Director Information (continued) |
Leadership Structure. The Company’s currentprevious leadership structure, as established in March 2010, separatesseparated the Chairman and Chief Executive Officer roles into two positions. David A. Brandon isIn May 2022, the Company’s leadership structure was updated to take into account Mr. Brandon’s appointment to the newly-established position of Executive Chairman of the Board and J. Patrick Doylein which role he is no longer treated as independent under applicable NYSE listing rules. Accordingly, at the time of Mr. Brandon’s appointment as Executive Chairman, the Board appointed Mr. Ballard as Presiding Director, the lead independent director of the Board. The Company’s current leadership structure has a separate Executive Chairman, Presiding Director and Chief Executive Officer.Officer and was designed to maintain independence between Board oversight and the operating decisions of the Company. The Company has determined whatthis leadership structure it deems appropriate based on factors such as the experience of the applicable individuals, the current business environment of the Company, and other relevant criteria. After considering these factors, the Company determined that separating the positions of ChairmanPresiding Director of the Board from the Executive Chairman and Chief Executive Officer positions is the appropriate leadership structure.structure for the Company. The Chief Executive Officer is responsible for the strategic direction of the Company and theday-to-day leadership and performance of the Company, while theCompany. The Executive Chairman of the Board provides guidance to the Chief Executive Officer, sets the agenda for the Board meetings in consultation with the Chief Executive Officer and presides over meetings of the Board.Board and shareholder meetings. The Presiding Director presides at all Board meetings where the Executive Chairman is not present and at meetings and sessions of the independent directors, as well as any additional duties as the Board may determine from time to time, and has significant authority in terms of leadership as well as in the ability to convene the Board to ensure that there is a free flow of information among the Company’s independent directors. The Company and the Board believe that this is appropriate under current circumstances, because it allows management to continue to make the operating decisions necessary to manage the business, with guidance from the Board, while helping to keep a measure ofretaining independence between the oversight function of our Board of Directors and operating decisions. The Company and the Board feel thatfurther believe this division of responsibilities provides an appropriate balance of operational focus, flexibility and oversight. The CompanyBoard believes that Mr. Brandon’s role as Executive Chairman has provided continued leadership of the Board and has been a valuable resource to both Mr. Weiner and the Board.
Committees. In accordance with the requirements of the NYSE, the Board intend to continue this approach upon the transition from Mr. Doyle to Mr. Allison as the Company’s Chief Executive Officer.
has a Nominating and Corporate Governance Committee, a Compensation Committee and an Audit Committee, all of which are comprised solely of independent directors, as defined by Section 303A of the NYSE listed company rules and other applicable independence standards. The Board also has an Inclusion & Diversity Committee, which oversees the Company’s inclusion and diversity progress and efforts. Each committee of the Board has designated responsibilities as specified in their respective charters and regularly reports on their activities to the entire Board.
During the 2017 fiscal year, theNominating and Corporate Governance Committee
The members of the Nominating and Corporate Governance Committee were Messrs. Goldmanare Mses. Lopez (Chairperson) and TrojanCantor and Ms. Cantor until November 8, 2017, when Mr. Ballard replaced Mr. Trojan upon Mr. Trojan’s resignation from the Board.Balson. The independence of each member of the Nominating and Corporate Governance Committee is determined annually by the full Board of Directors in accordance with Section 303A.05303A.04 of the NYSE listed company rules. The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee during 2017,is independent as well as each of its current members, is independent.required under the NYSE and SEC rules.
The Nominating and Corporate Governance Committee met two times during 2017. A2023. The Nominating and Corporate Governance Committee Charter, as approved by the Board, reflects the Nominating and Corporate Governance Committee’s responsibilities, and the Nominating and Corporate Governance Committee reviews the charter at least once annually. The charter was last reviewed in October 20172023 and can be found on the Company’s corporate and investor website (“Investors—Profile—Corporate Governance” section onbiz.dominos.comir.dominos.com).
The Nominating and Corporate Governance Committee’s functions include assisting the Board in determining the desired qualifications of Directors,directors, identifying potential individuals meeting those qualifications, proposing to the Board a slate of nominees for election by the shareholders and reviewing candidates nominated by shareholders. In addition, further functions include reviewing the succession planning process for senior management of the Company, reviewing the Corporate Governance Principles, making recommendations to the Board with respect to other corporate governance principles applicable to the Company, recommending Directorsdirectors to serve on committees, overseeing the determinations of director independence, overseeing the annual evaluation of the Board (including
18 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
Corporate Governance and Director Information (continued) |
periodic peer-to-peer assessments of individual directors) and its committees, reviewing the Company’s policies with respect to charitable and other contributions and reviewing management and reviewing Board succession plans.
Evaluation of Director Candidates.Candidates. The Nominating and Corporate Governance Committee meets regularly to discuss, among other things, identification and evaluation of potential candidates for nomination as a Director.director. The Nominating
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and Corporate Governance Committee may use a paid outside search firm or tools to identify possible Directors.directors, as has been the case when directors have been added to the Board in the past. In addition to the experience, qualifications and skills for Directorsdirectors listed under Proposal One, Directordirector candidates will be evaluated according to the qualifications as set forth in the Board’sCompany’s Corporate Governance Principles, including the following desirable characteristics:
Board Diversity. While the Nominating and Corporate Governance Committee does not have a written policy regarding diversity in identifying director candidates, the Nominating and Corporate Governance Committee considers diversity in its search for the best candidates to serve on the Board of Directors. The Committee looks to incorporate diversity into the Board through a number of demographics, skills, experiences (including operational experience) and viewpoints, all with a view to identify candidates that can assist the Board with its decision-making. The Committee believes that the current composition of the Board of Directors reflects diversity based on a number of these factors.
Shareholder Submission of Director Nominees. The Nominating and Corporate Governance Committee will consider nominees recommended by shareholders for the 20192025 annual meeting of shareholders, provided that the names of such nominees are submitted in writing, not later than February 23, 2019January 25, 2025, to the Corporate Secretary of Domino’s Pizza, Inc. at 30 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48105. Each such submission must include a statement of the qualifications of the nominee, a consent signed by the nominee evidencing a willingness to serve as a Director,director, if elected, and a commitment by the nominee to meet personally with the Nominating and Corporate Governance Committee members.members, as well as the other specific information required by our By-Laws and by Rule 14a-19(b)(2) and Rule 14a-19(b)(3) under the Exchange Act, where applicable.
Other than the submission requirements set forth above, there are no differences in the manner in which the Nominating and Corporate Governance Committee evaluates a nominee for Directordirector recommended by a shareholder.
The members of the Compensation Committee are Ms. Barry (Chairperson) and Messrs. Balson (Chairperson), Ballard and Federico.Balson. The independence of each member of the Compensation Committee is determined annually by the full Board of Directors in accordance with Section 303A.05 of the NYSE listed company rules. The Board of Directors has determined that each member of the Compensation Committee is independent.independent as required under the NYSE and SEC rules.
The Compensation Committee met threefour times during 20172023 and acted via unanimous written consent on threefive other occasions to conduct its required business in accordance with the Compensation Committee Charter. The Compensation Committee Charter authorizes the Compensation Committee to delegate any of its responsibilities to one or more subcommittees.as it deems appropriate, provided that such delegation is permitted under applicable laws, rules and regulations. The Compensation Committee Charter, as approved by the Board, reflects the Compensation Committee’s responsibilities, and the Compensation Committee reviews the charter at least once annually. The charter was last reviewed by the Committee in July 20172023 and approved by the Board in October 2023 and can be found on the Company’s corporate and investor website (“Investors—Corporate Governance” section onbiz.dominos.comir.dominos.com).
DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT 19 |
Corporate Governance and Director Information (continued) |
The Compensation Committee’s functions include examining the levels and methods of compensation employed by the Company with respect to the Chief Executive Officer and other executive officers, making recommendations with respect
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to other executive officer compensation, reviewing and approving the compensation package of the Chief Executive Officer, making recommendations to the Board with respect to Directordirector and Executive Chairman compensation, making recommendations to the Board with respect to incentive compensation plans and equity-based plans, making plan administration and compensation decisions under equity compensation plans approved by the Board, and implementing and administering one or more incentive bonus plans, subject to shareholder approval, that will qualify as compensation paid thereunder as “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”).plans.
During the 2017 fiscal year, theThe members of the Audit Committee were Ms. Cantorare Messrs. Federico (Chairperson) and Messrs. Goldman and Trojan, until November 8, 2017 when Mr. Federico replaced Mr. Trojan upon Mr. Trojan’s resignation from the Board.Ms. Lopez. The independence of each member of the Audit Committee is determined annually by the full Board of Directors in accordance with Section 303A.05303A.07 of the NYSE listed company rules, the Exchange Act and the Sarbanes-Oxley Act of 2002, as amended. The Board of Directors has determined that each member of the Audit Committee during 2017,is independent as well as each of its current members, is independent.required under the NYSE and SEC rules. Additionally, the Board determined that each member of the Audit Committee during 2017 wasis financially literate as required by Section 303A.07(a) of the NYSE listed company rules, and that two of its members, Ms. Cantor and Mr. Trojan, wereFederico is an audit committee financial expertsexpert under Item 407(d)(5) of RegulationS-K.
The Audit Committee met fivefour times during 2017.2023. The Audit Committee Charter, as approved by the Board, reflects the Audit Committee’s responsibilities, and the Audit Committee reviews the charter at least once annually. The charter was last reviewed in July 20172023 and can be found on the Company’s corporate and investor website (“Investors—Profile—Corporate Governance” section onbiz.dominos.comir.dominos.com). The Audit Committee’s functions include: (i) providing assistance to the Board in fulfilling its oversight responsibility relating to the Company’s financial statements and the financial reporting process, compliance with legal and regulatory requirements, the qualifications and independence of the Company’s independent registered public accountants,accounting firm, the Company’s system of internal controls, the internal audit function and the Company’s code of ethical conduct, (ii) assisting the Board in its oversight of Domino’s company-wide risk management and the process established to identify, measure, monitor and manage risks, (iii) retaining and, if appropriate, terminating the Company’s independent registered public accountantsaccounting firm and (iii)(iv) approving audit andnon-audit services to be performed by the independent registered public accountants.accounting firm.
The Audit Committee has adopted a policyan Audit and Non-Audit Services Pre-Approval Policy under which audit andnon-audit services to be rendered by the Company’s independent public registered accountantsaccounting firm arepre-approved. All services provided to the Company by its independent public registered accountantsaccounting firm for fiscal years 20172023 and 20162022 werepre-approved by the Audit Committee. This policy can be found on the Company’s corporate and investor website (“Investors—Profile—Corporate Governance” section onbiz.dominos.comir.dominos.com).
The following table sets forth the aggregate fees for professional services. All such services werepre-approved by the Audit Committee and rendered by PricewaterhouseCoopers LLP for each of the last two fiscal years (dollars in thousands):
2017 | 2016 | 2023 | 2022 | |||||||||||||||
Audit fees(1) | $ | 1,508 | $ | 1,632 | $ | 1,704 | $ | 1,727 | ||||||||||
Audit-related fees(2) | 188 | 104 |
| 86 |
| 84 | ||||||||||||
All other fees(3) | 2 | 2 |
| 82 |
| 7 | ||||||||||||
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Total | $ | 1,698 | $ | 1,738 | $ | 1,872 | $ | 1,818 |
(1) | Includes services rendered for the audit of the Company’s annual financial statements, review of financial statements included in the Company’s quarterly reports on Form10-Q, the audits of certain subsidiaries and other audit services normally provided by PricewaterhouseCoopers LLP in connection with statutory and regulatory filings or engagements. The amounts also include services related to Sarbanes-Oxley Act compliance |
(2) | Includes fees for services related to the audit of the Domino’s advertising fund subsidiary, other subsidiary reporting requirements and discussions concerning financial accounting and reporting matters. |
(3) | All other fees primarily represent assurance related procedures associated with non-financial reporting topics, subscriptions to technical resources, and generic knowledge sharing, survey participation and training seminars related to accounting, |
20 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
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Inclusion & Diversity Committee
The members of the Inclusion & Diversity Committee are Messrs. Ballard (Chairperson) and Goldman and Ms. Cantor. The Inclusion & Diversity Committee met two times during 2023 to conduct its required business in accordance with the Inclusion & Diversity Committee Charter. The Inclusion & Diversity Committee Charter authorizes the Inclusion & Diversity Committee to delegate any of its responsibilities to one or more subcommittees. The Inclusion & Diversity Committee Charter, as approved by the Board, reflects the Inclusion & Diversity Committee’s responsibilities, and the Inclusion & Diversity Committee reviews the charter at least once annually. The charter was last reviewed in March 2023 and can be found on the Company’s corporate and investor website (“Investors—Corporate Governance” section on ir.dominos.com).
The Inclusion & Diversity Committee of the Board is instrumental in the Board’s fulfillment of its oversight responsibilities relating to, among other things, the Company’s inclusion and diversity strategies.
Purpose and Values
We are a purpose-inspired and performance-driven company with exceptional people committed to feeding the power of possible, one pizza at a time. At the heart of our brand is a commitment to a set of values that define our core beliefs on how we run our business, treat our people, support our franchisees and serve our customers.
Do the Right Thing: We act with integrity and make disciplined decisions, even when it’s difficult or unpopular. High ethical standards and uncommon honesty are at the heart of how we work together. We are committed to safely and responsibly serving our customers, and to giving back to the communities where we live and work.
Put People First: We create an inclusive culture, knowing our people are core to our success. We treat each other with dignity and respect, and we value the differences each team member brings. We strive to be a company where all team members can bring their full selves to work and know that they can belong, contribute and reach their potential.
Create Inspired Solutions: We are a company built on entrepreneurship and innovation. We get better every day by having the humility and the courage to embrace and lead change. Together, we unlock our collective potential to be bold and think big. We have a bias for action to solve customer needs in new and relevant ways.
Champion our Customers: We deliver on our promises, treating each order and interaction as an opportunity to deepen relationships by delivering great products, services and experiences. We hold ourselves accountable, and if we don’t deliver on a promise, we are committed to making it right.
Grow and Win Together: We are not playing a finite game. We are committed to building an enduring brand that outlives any of our individual contributions. We will grow together, deliver exceptional results together, celebrate wins together, have fun together, and leave the Domino’s brand in a better place for those that come after.
Human Capital Management
Having best-in-class talent across the globe is crucial to all aspects of Domino’s business, brand and long-term success. We are focused on attracting, developing and retaining high-performing, diverse teams and building an inclusive culture that inspires leadership, encourages innovative thinking and supports the development and advancement of all team members.
Compensation and Benefits. Exceptional people are the core of our business. We are committed to providing competitive pay and benefits to attract and retain great talent, whether in our U.S. Company-owned stores, in our supply chain centers or in our corporate offices. We enable this by benchmarking and analyzing pay and benefits both externally and internally. In recent years, we have made continued investments in frontline team member wage rates in our U.S. Company-owned stores and supply chain centers. We are committed to providing pay equity for all employees.
DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT 21 |
Corporate Governance and Director Information (continued) |
Domino’s offers a comprehensive benefits package to eligible team members, including several benefits designed to promote an inclusive workplace like paid parental leaves, adoption support, discounted childcare tuition, and health plans that are available to dependents, spouses and domestic partners and include fertility and gender transition support. We also offer eligible team members a 401(k) plan, education assistance, access to financial education, a back-up childcare network and access to legal assistance.
Beyond basic insurance programs, Domino’s offers other wellness services to help team members participating in our health plan manage and optimize their health. These no-cost programs include smoking cessation, diabetes and hypertension management and at-home physical therapy for such team members, in addition to emotional support through Domino’s team member assistance program for all part-time and full-time team members and their dependents. Additionally, we provide up to 40 hours per year of sick time for all part-time and full-time team members, with no waiting period for our part-time team members who begin accruing sick pay on their first day of hire, and access to an outside wellness platform featuring 4,000+ videos on topics like mindfulness, exercise, nutrition, sleep and financial well-being.
Talent Development and Recruiting. Domino’s team members are empowered to drive their own success through different resources, training and early development and leadership pipeline programs. To continue to strengthen our ability to attract and retain talent, in recent years we have made continued investments in frontline team member wage rates in our U.S. Company-owned stores. On an annual basis, we also review scores for our team member engagement surveys to identify strengths and opportunities for our brand.
The opportunity and potential at Domino’s is best represented in a key statistic: substantially all of our U.S. franchisees started as delivery drivers or in other in-store positions. With the vast majority of Domino’s U.S. franchisees developed from within our own system, the opportunity to become a small business owner is a profound and unique aspect of Domino’s culture and strength as a brand. Experienced store managers and other operators can apply for Franchise Management School (“FMS”). At FMS, these operators receive training for a successful transition from store management to store ownership.
Inclusion and Diversity Efforts. “Do the Right Thing” and “Put People First” are two of our core values at Domino’s. From those two values our Inclusion and Diversity mission was launched, and we have been relentless in our commitment to building and strengthening our culture every day. Our mission is to foster a more diverse, highly engaged workforce that sees our Company as the employer of choice and is representative of the communities we serve. We want our team members to feel comfortable bringing their unique experiences and diverse backgrounds to discussions where they can share, learn and listen together enabled by conscious inclusion practices and our leadership competencies.
Domino’s is focused on building an inclusive culture that welcomes and supports everyone and seeks to understand and listen to team members and our neighborhood community members. Our Inclusion and Diversity efforts are built with a strategic framework that encompasses three pillars:
Workforce—focused on the diversity of our workforce at all levels of the organization.
Workplace—focused on ensuring that our Company-owned stores, offices and supply chains are inclusive.
Marketplace—focused on ensuring our brand reaches and is relevant to all consumers.
As part of our workplace initiatives, we provide leadership and funding to support team members in participating in Employee Resource Groups (“ERGs”). We currently have ERGs representing the Black, Hispanic and LGBTQ+ communities, as well as women in the workforce and individuals with disabilities, with potentially more to come based on team member interest. We also make available to our team members several benefits designed to promote an inclusive workplace like paid parental leaves, adoption support, discounted childcare tuition, and health plans that are available to dependents, spouses and domestic partners and include fertility and gender transition support.
Board Oversight. The Board oversees and is regularly updated on the Company’s leadership development and talent management strategies designed to attract, develop and retain global business leaders who can drive financial and
22 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
Corporate Governance and Director Information (continued) |
strategic growth objectives, enhance Domino’s culture as described below and build long-term shareholder value. The Board formally reviews and discusses management development and succession plans for the Chief Executive Officer and senior management of the Company, including individual senior management transitions as the need arises over the course of the year.
Beyond leadership development, our Board is focused on culture and human capital management priorities for promoting a safe, inclusive and respectful work environment, where employees across our entire workforce feel comfortable bringing their best selves to work, are inspired to act ethically and raise concerns and are enabled to implement new and innovative ideas in the best interests of the business.
As part of its human capital management efforts, the Board also reviews team member engagement surveys and receives updates on management’s plans for addressing concerns or potential areas of improvement.
Shareholder Engagement
Shareholder engagement is a vital part of our governance profile and we maintain active, year-round engagement with our shareholders in pursuit of the continued delivery of sustainable, long-term value to them. We recognize the value of shareholder engagement and take a proactive approach to shareholder outreach. During 2023, we proactively contacted institutional shareholders representing more than half of our outstanding shares as of the time of such outreach, to discuss the performance of the business and our strategic initiatives, in addition to ESG, executive compensation, stewardship and other issues, and to address any questions and concerns. We regularly review certain governance, compensation and other policies and practices in response to comments from our shareholders.
Stewardship at Domino’s
Our vision for stewardship is for Domino’s to deliver the power of possible every day for the communities we serve, our people and the planet. We have drafted our stewardship vision with notable goals and objectives to drive change in the years and decades to come and with pillars that ladder up to that vision and our underlying long-term goals. We have continued our efforts to better understand our environmental and social impacts. Our pillars include:
• | Environmental Footprint. This includes our focus on science-based climate targets and actions to reduce our greenhouse gas emissions, reduce water impact and minimize waste. |
• | Responsible Sourcing. This includes increasing our supply chain transparency, maintaining our supplier standards and food safety requirements, enhancing our animal care standards, and amplifying our efforts to reduce deforestation. |
• | Empowering People. This includes creating a company culture that provides a safe, inclusive, and diverse workplace, with development pathways and supportive benefits, and supporting franchisee development. |
• | Community Impact. Domino’s has a long history of caring for the communities we serve. This includes our plan to strengthen our commitment to local communities and national partners, while expanding support of new meaningful organizations. |
These four pillars provide the framework for fulfilling our vision and set our brand on a course for enhanced stewardship as we evolve and grow.
We engaged outside experts to measure and quantify our environmental footprint and identify opportunities to improve. With the help of these experts, we have conducted a materiality assessment, connected with key stakeholders inside and outside the Company and developed a baseline report for our carbon, water and land use footprint in the U.S. We have established significant commitments on greenhouse gas emissions: we set and submitted our Science Based Targets for validation in 2023 and we have established a commitment to achieve those Science Based Targets by 2032 and achieve net zero carbon emissions by 2050. We also continue to highlight important stewardship topics with consumers, including our efforts to promote the ability to recycle pizza boxes throughout the U.S. We also launched a fleet of electric vehicles as part of an initiative to solve a business need with a solution that is also good for the planet.
DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT 23 |
Corporate Governance and Director Information (continued) |
Domino’s also has a long history of caring for the communities we serve. Our national philanthropic partner is St. Jude Children’s Research Hospital®, which is internationally recognized for its pioneering work in finding cures and saving children with cancer and other catastrophic diseases. Through a variety of internal and consumer-based activities, including a national consumer fundraising campaign called St. Jude Thanks and Giving®, the Domino’s system has contributed approximately $124.7 million to St. Jude since our partnership began in 2004, including raising approximately $15.5 million in 2023. We also committed to a 10-year, $100 million campaign to raise funds to build Domino’s Village at St. Jude, a housing complex that opened in 2023 and accommodates up to 140 patient families during long-term stays at the hospital.
We also support the Domino’s Pizza Partners Foundation (the “Partners Foundation”). Founded in 1986, the mission of the Partners Foundation is “Team Members Helping Team Members.” Primarily funded by team member and franchise contributions, the Partners Foundation is a separate, not-for-profit organization that has disbursed over $12.3 million over the past five years. The Partners Foundation is committed to meeting the needs of Domino’s team members facing crisis situations, such as fire, illness, natural disasters or other personal tragedies.
You can find more information about our initiatives and read our 2023 Corporate Stewardship Report, which includes both Sustainability Accounting Standards Board (SASB) and Global Reporting Initiative (GRI) indexed tables, at stewardship.dominos.com. The information included in our Corporate Stewardship Report is not incorporated by reference herein and should not be considered a part of this document.
Prohibition Against Hedging Transactions
All of the Company’s employees and directors are prohibited from any hedging of Company securities, including by way of forward sales contracts, collars or otherwise, pursuant to our Insider Trading Policy.
24 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
Audit Committee Report |
The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act, of 1934, except to the extent the Company specifically incorporates this Report.
The Audit Committee is governed by a written charter which was adopted by the Company’s Board of Directors and is reviewed annually by the Audit Committee. The Audit Committee is responsible for overseeing the quality and integrity of the Company’s accounting, auditing, financial reporting and internal control practices. The Audit Committee is responsible for, in addition to other activities, the appointment, retention and compensation of the Company’s independent registered public accountants.accounting firm. The Audit Committee has a policy with respect to thepre-approval ofnon-audit services.
Each member of the Audit Committee iswas determined to be independent as required under the NYSE listed company rules, including those rules applicable to audit committee members. The Board has determined that twoone of its independent members during 2017, Ms. Cantor andfiscal 2023, Mr. Trojan, wereFederico, was an audit committee financial expertsexpert under Item 407(d)(5) of RegulationS-K. The Audit Committee met fivefour times during 2017.2023.
In performing its responsibilities, the Audit Committee, in addition to other activities: (i) reviewed and discussed the Company’s audited financial statements with management, (ii) discussed with PricewaterhouseCoopers LLP, the Company’s independent registered public accountants,accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) AS 1301 (Communications With Audit Committees), as modified or supplemented,and the SEC and (iii) received the letter from PricewaterhouseCoopers LLP required by the applicable requirements of the PCAOB regarding the independent accountants’accounting firm’s communications with the Audit Committee concerning independence and discussed with PricewaterhouseCoopers LLP the firm’s independence. Based on these reviews, discussions and activities, the Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form10-K for fiscal 20172023 for filing with the Securities and Exchange Commission (“SEC”).SEC.
The Audit Committee considered whether the provision ofnon-audit services by PricewaterhouseCoopers LLP was compatible with maintaining such firm’s independence. After reviewing the services provided by PricewaterhouseCoopers LLP, including allnon-audit services, the Audit Committee, in accordance with its charter, authorized the reappointment of PricewaterhouseCoopers LLP as the independent registered public accountantsaccounting firm of the Company, with such reappointment to be ratified by the shareholders at the Annual Meeting.
Respectfully submitted,
Audit Committee
Diana F. Cantor, Chairperson
Richard L. Federico, Chairperson
James A. Goldman
Patricia E. Lopez
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Proposal Two: Ratification of Independent Registered Public Accounting Firm
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The Company’s Audit Committee has selected PricewaterhouseCoopers LLP as the independent registered public accountantsaccounting firm of the Company for the current fiscal year. Management expects that representatives of PricewaterhouseCoopers LLP will be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.
The affirmative vote of the holders of a majority of the votes cast at the meeting in person or by proxy is necessary to ratify the selection of the Company’s independent registered public accountantsaccounting firm for the current year. Under applicable law, listed company rules and the Company’sBy-Laws, abstentions are not counted as votes cast and will have no effect on the outcome of the vote. Unless otherwise indicated, the persons named in the Proxyproxy will vote all Proxiesproxies in favor of ratification. If the selection of PricewaterhouseCoopers LLP is not ratified, the Audit Committee will reconsider the selection of the independent registered public accountants.accounting firm.
Even if the selection of PricewaterhouseCoopers LLP is ratified by shareholders, the Audit Committee, in its discretion, could decide to terminate the engagement of PricewaterhouseCoopers LLP and to engage another firm if the Committee determines such action to be necessary or desirable. Conversely, if the selection of PricewaterhouseCoopers LLP is not ratified by shareholders, the Audit Committee, in its discretion, could still decide to engagecontinue the engagement with PricewaterhouseCoopers LLP for the 20182024 audit if the Company determines such action to be necessary or desirable.
Our Board of Directors and Audit Committee Unanimously for the | |||||||||||||||||
✓ | |||||||||||||||||
26 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
Stock Ownership Information
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Security Ownership of Certain Beneficial Owners
The following table sets forth information (based upon filings with the SEC) with respect to the persons believed by the Company to beneficially own beneficially more than 5% of the outstanding common stock, par value $0.01 per share, of the Company as of December 31, 2017:2023:
Common Stock, par value $0.01 per share | ||||||||
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of Class | ||||||
BlackRock, Inc.(1) | 5,343,303 | 12.5 | % | |||||
55 East 52nd Street | ||||||||
New York, New York 10055 | ||||||||
The Vanguard Group(2) | 4,042,297 | 9.4 | % | |||||
100 Vanguard Blvd. | ||||||||
Malvern, Pennsylvania 19355 | ||||||||
Renaissance Technologies LLC(3) | 3,286,400 | 7.7 | % | |||||
Renaissance Technologies Holdings Corporation | ||||||||
800 Third Avenue | ||||||||
New York, NY 10022 |
Common Stock, par value $0.01 per share | ||||||||||
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of Class | ||||||||
The Vanguard Group(1) |
| 3,875,715 |
| 11.16 | % | |||||
100 Vanguard Blvd. | ||||||||||
Malvern, Pennsylvania 19355 | ||||||||||
BlackRock, Inc.(2) |
| 2,892,693 |
| 8.33 | % | |||||
50 Hudson Yards | ||||||||||
New York, New York 10001 | ||||||||||
T. Rowe Price Investment Management, Inc.(3) | 2,457,946 | 7.08 | % | |||||||
101 E. Pratt Street | ||||||||||
Baltimore, MD 21201 |
(1) | Based on a Schedule 13G/A filed by the |
(2) | Based on a Schedule 13G/A filed by the Reporting Person on January 25, 2024, BlackRock, Inc. |
Based on a Schedule 13G filed by the |
The foregoing information is based upon Schedule 13G reports or amendments filed with the SEC by the above beneficial owners in 2018,2024, with respect to their holdings of the common stock of Domino’s Pizza, Inc. as of December 31, 2017.2023.
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DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT 27 |
Stock Ownership Information(continued)
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Security Ownership of Management
The following table sets forth, as of December 31, 2017,2023, the end of the Company’s last fiscal year, information with respect to the Company’s common stock, par value $0.01 per share, owned beneficially by each Director,director, by each nominee for election as a Directordirector of the Company, by the named executive officers listed in the Summary Compensation Table starting on page 3349 of this Proxy Statement and by all Directorsdirectors and executive officers as a group.
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of Class | Amount and Nature of Beneficial Ownership | Percentage of Class | ||||||||||||||
J. Patrick Doyle(1) | 1,072,678 | 2.50 | % | |||||||||||||||
Richard E. Allison, Jr.(2) | 135,298 | * | ||||||||||||||||
Russell J. Weiner(3) | 142,698 | * | ||||||||||||||||
Jeffrey D. Lawrence(4) | 32,088 | * | ||||||||||||||||
Kevin S. Morris(5) | 3,232 | * | ||||||||||||||||
Russell J. Weiner(1) |
| 104,863 |
| * | ||||||||||||||
Sandeep Reddy(2) |
| 3,641 |
| * | ||||||||||||||
Joseph H. Jordan(3) |
| 28,124 |
| * | ||||||||||||||
Kelly E. Garcia(4) |
| 19,708 |
| * | ||||||||||||||
Art D’Elia(5) |
| 6,674 |
| * | ||||||||||||||
David A. Brandon | 9,658 | * |
| 6,897 |
| * | ||||||||||||
C. Andrew Ballard | 2,461 | * |
| 1,781 |
| * | ||||||||||||
Andrew B. Balson(6) | 92,423 | * |
| 53,138 |
| * | ||||||||||||
Corie S. Barry |
| 1,763 |
| * | ||||||||||||||
Diana F. Cantor | 18,550 | * |
| 8,403 |
| * | ||||||||||||
Richard L. Federico | 6,900 | * |
| 5,753 |
| * | ||||||||||||
James A. Goldman | 7,845 | * |
| 6,123 |
| * | ||||||||||||
All Directors and executive officers as a group (17 persons)(8) | 1,703,454 | 3.97 | % | |||||||||||||||
Patricia E. Lopez |
| 1,519 |
| * | ||||||||||||||
All current directors and executive officers as a group (17 persons)(8) |
| 282,832 |
| 0.81 | % |
* | Less than 1%. |
(1) | Includes |
(2) | Includes |
(3) | Includes |
(4) | Includes |
(5) | Includes |
(6) | Includes |
(7) | Includes |
(8) | Includes an aggregate of |
The information with respect to beneficial ownership is based upon information furnished by each Director,director, nominee or executive officer, or information contained in filings made with the SEC.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires the Company’s Directors, certain executive officers and persons who own more than 10% of Domino’s Pizza, Inc. common stock to file initial reports of ownership and reports of changes in ownership of Domino’s Pizza, Inc. common stock with the SEC and the NYSE. The Company assists its Directors and certain executive officers in completing and filing those reports. Domino’s is required to disclose in its proxy statement any failure to file these reports by the required due dates. The Company believes that all filing requirements applicable to its Directors, executive officers and shareholders who own more than 10% of Domino’s Pizza, Inc. common stock were complied with during the last completed fiscal year.
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee are Ms. Barry (Chairperson) and Messrs. Ballard and Balson. During fiscal 2017, Messrs. Balson (Chairperson), Ballard and Federico served on the Compensation Committee. During fiscal 2017,2023, no member of the Compensation Committee was an officer or employee of ours, a former officer of ours or of our subsidiaries or had any relationships requiring disclosure by us under Item 407(e) of RegulationS-K. None of our executive officers served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of our Board or Compensation Committee during fiscal 2017.2023.
28 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
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Compensation Committee Report
The following Report of the Compensation Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates this Report.
We have reviewed and discussed the Compensation Discussion and Analysis with management. Based on these reviewsthis review and discussions,discussion, we recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the Company’s fiscal 20172023 Annual Report on Form10-K for filing with the SEC.
Respectfully submitted,
Compensation Committee
Andrew B. Balson,Corie S. Barry, Chairperson
C. Andrew Ballard
Richard L. FedericoAndrew B. Balson
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Compensation Discussion and Analysis
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Executive Summary
Domino’s objective is to be the worldwide leader in the pizza industry and one of the top restaurant brands in the world. To accomplish this objective, the Compensation Committee believes that Domino’s must recruit and retain qualifiedwell-qualified and high-performing executives to help attain the Company’s business goals and objectives, and we have established shortshort- and long-term compensation programs that we believe support this mission.these objectives. Having a highly engaged executive team with the ability to successfully execute our business strategy in dynamic environments has been critical to our strong performance over many years. This Executive Summary highlights the key aspects of our fiscal 2023 performance and compensation program.
The Compensation DiscussionFiscal 2023 Business Performance. Fiscal 2023 was a year of strong financial and Analysis describesoperating performance for the Company, as discussed more fully in “Proxy Summary—2023 Business Highlights” above, and was also a year in which we continued our focus on opportunities for continuous improvement in our business and unveiled an exciting new five-year strategic vision rooted in our commitment to future growth and success through our “Hungry for MORE” strategy, which is our plan to deliver MORE sales, MORE stores and MORE profits. Amid an ever-changing and uncertain global operating environment, the Company continued to stay focused on its stakeholders – its customers, team members, franchisees, communities and shareholders – and delivered a return to strong performance across the business in fiscal 2023 and an increase in the Company’s executive compensation program, philosophy and objectives as they relate to our 2017 named executive officers listed below:stock price during this same period.
Fiscal 2017 Business Performance. The Company completed another profitable year in fiscal 2017. The following table illustrates the Company’s growth in fiscal 20172023 in terms of revenues, segment incomeglobal retail sales, Segment Income (as defined and disclosed in Note 11 to the Company’s consolidated financial statements for the fiscal year ended December 31, 20172023 included in the Annual Report on Form10-K filed with the SEC on February 20, 2018)our 2023 10-K), income from operations, store count, and stock price at fiscal year-endrelative to fiscal 20162022, fiscal 2021, fiscal 2020 and fiscal 2015.2019.
(Dollars in millions, except stock price) | 2017 | 2016 | 2015 | Change from (%) | 2023(1) | 2022(1) | 2021(1) | 2020(1) | 2019(1) | Percent 2019 to 2023(1) | ||||||||||||||||||||||||||||||||||||
Revenues | $ | 2,788.0 | $ | 2,472.6 | $ | 2,216.5 | 25.8 | % | ||||||||||||||||||||||||||||||||||||||
Global Retail Sales | $ | 18,275.8 | $ | 17,539.9 | $ | 17,779.0 | $ | 15,700.8 | (2) | $ | 14,320.5 | 27.6 | % | |||||||||||||||||||||||||||||||||
Segment Income | $ | 583.8 | $ | 511.6 | $ | 456.7 | 27.8 | % | $ | 939.1 | $ | 857.5 | $ | 883.7 | $ | 817.8 | $ | 712.1 | 31.9 | % | ||||||||||||||||||||||||||
Income from Operations | $ | 521.2 | $ | 454.0 | $ | 405.4 | 28.6 | % | $ | 819.5 | $ | 767.9 | $ | 780.4 | $ | 725.6 | $ | 629.4 | 30.2 | % | ||||||||||||||||||||||||||
Store Count (Fiscal Year End) | 20,591 | 19,880 | 18,848 | 17,644 | 17,020 | 21.0 | % | |||||||||||||||||||||||||||||||||||||||
Stock Price (Fiscal Year End) | $ | 188.96 | $ | 159.24 | $ | 111.25 | 98.0 | %(1) | $ | 412.23 | $ | 346.40 | $ | 564.33 | $ | 383.46 | $ | 292.31 | 41.0 | % |
(1) | The 2020 fiscal year included 53 weeks and the 2023, 2022, 2021 and 2019 fiscal years each included 52 weeks. |
(2) | Global retail sales benefited in fiscal 2020 from the inclusion of an extra, or 53rd, week. This figure represents global retail sales excluding the global retail sales attributable to the Company’s |
TheWe remain the largest pizza company in the world and the Company’s sales performance during fiscal 2017,continues to show comparable strength within QSR pizza and the overall QSR industry, with a four-year U.S. retail sales cumulative average growth rate of 6.4%. This growth compares favorably to the cumulative average market share growth rates of the QSR pizza and overall QSR segments, which were up 1.7% and 4.3%, respectively, over that same period according to data provided by Circana for the three-yearyear ending December 2023. Overall, the Company’s global retail sales, excluding foreign currency impact, increased an average of 7.9% year-over-year over the last four years and the Company’s common stock price increased 41.0% from the end of fiscal 2019 through the end of fiscal 2023. Our performance for the four-year period ending with fiscal 2017,2023 demonstrated significantly improvedstrong growth in our market share and financial results and a corresponding strong growth in the Company’s stock price.price over this period.
2017 Key PerformanceNamed Executive Officers. The Compensation Discussion and Analysis describes the Company’s executive compensation program, philosophy and objectives as they relate to our 2023 named executive officers listed below:
• | Russell J. Weiner—Chief Executive Officer (“CEO”) |
• | Sandeep Reddy—Executive Vice President and Chief Financial Officer (“CFO”) |
• | Joseph H. Jordan—President, U.S. & Global Services (“President”) |
• | Kelly E. Garcia—Executive Vice President, Chief Technology Officer (“CTO”) |
• | Arthur P. D’Elia—Executive Vice President, International (“EVP, International”) |
30 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
Compensation Discussion and Analysis (continued) |
2023 Compensation Program Highlights. Key events with respect to the Company’s 2017our 2023 executive compensation program are as follows:
Changes to be effective in 2018:
Summary of Chief OperatingExecutive Officer and PresidentOther Named Executive Officers’ Compensation. Consistent with our compensation philosophy, a significant portion of each named executive officer’s compensation is at-risk and tied to Company financial and/or stock price performance, as summarized in the Americas will be addedcharts below. See “ —Compensation Philosophy and Process” for more details on how the factors considered by the Compensation Committee impacted compensation decisions and see “2023 Summary Compensation Table” for the compensation paid or awarded to the leadership structure, effective July 1, 2018, and will be filled by Mr. Weiner; and
* | Represents each named executive officer’s target pay mix. Amounts are based on the grant date fair value of target long-term incentive compensation and assume target performance for short-term cash incentives and PSUs. Totals may not sum to 100% due to rounding. |
DOMINO’S PIZZA, INC. |
Compensation Discussion and Analysis(continued)
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Compensation Program Overview
The Compensation Committee is responsible for determining the compensation of our executive officers and administering the cash incentive and equity-based plans in which our executive officers, Directorsdirectors and other eligible employees participate. The goal of the Company’s executive compensation program is to attract, motivate and retain talented and high-performing individuals to help us attain our business goals and objectives. We are committed to achieving long-term, sustainable growth and increasing shareholder value. Our compensation programsprogram for our named executive officers areis designed to be aligned with and to enhance these commitments, as well as to enhance retention and to encourage and reward strong financial performance on both an annual and long-term basis. We use a combination of short-term and long-term incentives to ensure a strong connection between Domino’s operating performance and actual compensation delivered.
The Compensation Committee uses total direct compensation as the primary measure of compensation for our named executive officers. The principal elements of total direct compensation for theour CEO and our other named executive officers are: (i) annual base salary, (ii) annual performance cash incentives under the AIP and (iii) long-term incentive compensation consisting of PSUs, RSUs and stock options and performance shares granted under the Company’s 2004 Equity Incentive Plan, as amended (“EIP”).EIP.
2023 Principal Elements of Total Direct Compensation
Base Salary
| + | Annual Performance Incentive (cash award under the AIP)
| + |
Long-term Incentive Compensation (
| = | TOTAL DIRECT COMPENSATION
|
The Compensation Committee places a significant focus on variable and performance-based compensation, which is provided in the form of annual performance cash incentives under the AIP and stock options and performance sharesequity-based awards under the EIP. For fiscal 2017, approximately 67% of the target total direct compensation for Messrs. Allison, Weiner and Lawrence was attributable to performance-based compensation, and approximately 60% of the target total direct compensation for Mr. Morris was attributable to performance-based compensation.
For our CEO, the Compensation Committee places even more emphasis on the performance-based components of total direct compensation. Accordingly, approximately 85% of Mr. Doyle’s target total direct compensation for fiscal 2017 was attributable to performance-based compensation. Our strong focus on performance-based compensation rewards strong Company financial and operating performance and aligns the interests of our named executive officers with those of our shareholders.
Demonstrating the emphasis that the Compensation Committee places on the performance-based components of total direct compensation, in fiscal 2023 approximately 91% of the target total direct compensation for our CEO was variable and tied to Company financial and/or stock price performance and approximately 87% of the target total direct compensation for our President was variable and tied to Company financial and/or stock price performance. For fiscal 2023, approximately 84% of the target total direct compensation for each of our CFO, CTO and EVP, International was variable and tied to Company financial and/or stock price performance.
Other aspects of the Company’s executive compensation program are intended to further align the interests of our named executive officers with those of our shareholders and to promote good corporate governance. These include:
• | No tax gross-ups on change in control-related payments; |
32 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
Compensation Discussion and Analysis (continued) |
Compensation Philosophy and Process
Compensation Committee Philosophy. The Compensation Committee determines the target total direct compensation levels, the components thereof and relative weightings of each component for each of our named executive officers. The Compensation Committee generally targets the 50th percentilemedian of the applicable benchmark (i.e., peer group and broader quick service restaurantretail/wholesale and hospitalitygeneral industry surveys, as described below) when setting target total direct compensation levels for our CEO and other named executive officers, but also takes into account other factors as described below. Executive-specific considerations, strategic Company considerations, actual performance related to the applicable AIP and long-term incentive plan measures usedcompensation metrics and stock price performance can result in our named executive officers’ actual total direct compensation being above or below the 50th percentilemedian in any given year. Our use of peer groupsgroup benchmarking and other data in making compensation decisions is described below.
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Compensation Setting Process. The Compensation Committee follows a thoughtful and deliberate approach in overseeing executive compensation and making compensation decisions throughout the year. In order to evaluate and maintain the effectiveness of the Company’s current executive compensation program, the Compensation Committee annually reviews the reasonableness of executive compensation levels using an independent professional compensation consultants, currently Willis Towers Watson (“WTW”),consultant, as well as publicpublicly available information about compensation levels at comparable companies within the Company’s industry,peer group (described below) and evaluates such levels in light of individual performance as well as the Company’s growth and profitability. In 2023, the Compensation Committee continued to use Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant.
In making compensation decisions, the Compensation Committee reviews the nature and scope of each named executive officer’s responsibilities, as well as histhe named executive officer’s effectiveness in supporting the Company’s short- and long-term goals. The Compensation Committee attempts to set annual base salary, annual performance incentives, long-term incentive compensation and other compensation and benefits at levels that it believes will attract, motivate and retain superior executive talent in a highly competitive environment.
In 2017,December 2022, the Compensation Committee conducted a review of the target total direct compensation of our named executive officers for 2023 using data provided by WTW. The Compensation Committee generally targets the total direct compensation mix of our President-Domino’s International, President-Domino’s USA and Chief Financial Officer to be allocated equally among annual base salary (33%), annual performance incentive (33%) and long-term incentive compensation (34%), based on the grant date value of long-term incentive compensation and assuming target performance for annual performance incentives and long-term incentive compensation. For our General Counsel, this target mix isMeridian, as follows: annual base salary (40%), annual performance incentive (20%) and long-term incentive compensation (40%), based on the grant date value of long-term incentive compensation and assuming target performance for annual performance incentives and long-term incentive compensation.
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TARGET PAY MIXAnnual Base Salary President-Domino’s International President-Domino’s USA Chief Financial Officer Annual Performance Incentive Long-term Incentive Compensation Performance-based Incentive Compensation: 67% 34% 33% 33% TARGET PAY MIX General Counsel Annual Base Salary Annual Performance Incentive Long-term Incentive Compensation Performance-based Incentive Compensation: 60% 40% 40% 20% TARGET PAY MIX CEO Annual Base Salary Annual Performance Incentive Long-term Incentive Compensation Performance-based Incentive Compensation: 85% 54% 15% 31%
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90%+ of shareholders approved the say-on-pay proposal at our 2017 annual meeting
described below.
As noted previously, for our CEO,above, the Compensation Committee places more emphasis on the performance-based components of total direct compensation. Hiscompensation for our CEO and President than for our other named executive officers. Mr. Weiner’s target pay mix for fiscal 20172023 was allocated as follows: 9% annual base salary, (15%),18% annual performance incentive (31%) and long-term incentive compensation (54%), based on the grant date value of73% long-term incentive compensation and assumingMr. Jordan’s target performancepay mix for fiscal 2023 was allocated as follows: 13% annual base salary, 19% annual performance incentivesincentive and 68% long-term incentive compensation. The
* | Represents each named executive officer’s target pay mix. Amounts are based on the grant date fair value of target long-term incentive compensation and assume target performance for short-term cash incentives and PSUs. Totals may not sum to 100% due to rounding. |
DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT 33 |
Compensation Discussion and Analysis (continued) |
For fiscal 2023, the Compensation Committee believes that for our CEO,allocated the proportion of performance-based compensation as a component oftarget total direct compensation shouldmix for each of our other named executive officers, our CFO, CTO and EVP, International, to be greater than that ofas follows: 16% annual base salary, because performance-based compensation better serves to align our CEO’s interest with the interests of the Company’s shareholders.16% annual performance incentive and 68% long-term incentive compensation.
* |
Represents each named executive officer’s target pay mix. Amounts are based on the grant date fair value of target long-term incentive compensation and assume target performance for short-term cash incentives and PSUs. Totals may not sum to 100% due to rounding. |
For any given year, the annual base salary, annual performance incentives and long-term incentive compensation actually earned by or paid to our named executive officers may differ from the percentage allocations described above due to actual performance relative to the applicable incentive plan performance measures and stock price performance. For fiscal 2017,2023, the amount of annual short-term cash performance incentives reported in the Summary Compensation Table as earned by our named executive officers is greater than the respective statedamount awarded at target, percentageas shown above, due to the achievement by the Company of applicable incentive planthe AIP performance measuresmeasure at above-target levels.levels in light of the Company’s strong 2023 financial performance, as further described below under “—Components of Total Direct Compensation—Annual Performance Incentives.”
Consideration ofSay-On-Pay Vote and Shareholder Feedback. In evaluating the Company’s executive compensation program, the Compensation Committee also considered the results of the advisory vote on thesay-on-pay proposal presented at the Company’s 20172023 annual meeting of shareholders. At the 20172023 annual meeting, over 90%more than 92% of shares voted were in support of the compensation provided to our named executive officers. In lightWhile shareholder support of our shareholders’ continued support and the success of the executive compensation program, as reflected in the results of the annual advisory say-on-pay shareholder vote, has been very strong in recent years, the Compensation Committee made minimal changes tocontinually assesses the structure of our long-term incentive compensation program during 2017 in response to thesay-on-pay vote.with guidance from Meridian. The Compensation Committee concludedbelieves that the Company continuescurrent program comprised of PSUs, RSUs and stock options has further improved the alignment between executive compensation and the interests of shareholders and believes that the use of PSUs, RSUs and stock options that vest over a multi-year period focuses executives on the Company’s long-term interests without leading to provide a competitivepay-for-performance package that effectively incentivizesimprudent risk-taking and retains executives.also reflects market “best practices.”
In addition to considering the results of the 20172023 say-on-pay vote as described above, the Company regularly engages in discussions with certain keymajor shareholders to solicit their feedback regarding our executive compensation program.program, including as part of our regular shareholder outreach efforts described further in “Corporate Governance and Director Information—Shareholder Engagement.” The Company has made changes to our executive compensation program in prior years based upon feedback from this shareholder outreach and the Compensation Committee identified that taxgross-ups on personal usage of the corporate aircraft was an area of concern for certainplans to continue these shareholder engagement efforts in future years. Discussions with these shareholders and, therefore, opted to eliminate this taxgross-up during fiscal 2018.in 2023 did not indicate any significant issues with our current executive compensation program.
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Compensation Discussion and Analysis(continued)
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Role of the Compensation Consultant.The Compensation Committee has the authority under its charter to engage the services of outside consultants, advisors experts and others to assist the Compensation Committee and also to discontinue such services.services in its sole discretion. In accordance with this authority, the Compensation Committee engaged WTWMeridian as an independent compensation consultant beginning in fiscal 2019 to advise the Compensation Committee on matters related to executive compensation in fiscal 2017 and in previous years. The Company has assesseddirector compensation. In addition to attending the independence of WTW pursuant to Item 407(e)(3)(iv) of RegulationS-K and concluded that no conflict of interest exists that would prevent WTW from independently advising the Compensation Committee. In 2017, WTW did not attend anyregular Compensation Committee meetings. However, WTW prepared an executive compensation governance update that wasmeetings held in 2023, in December 2022 Meridian provided to the Compensation Committee in advance of its July 2017 meeting, and an analysis of competitive executive pay practices (the “Meridian Analysis”) that was provided to the Compensation Committee in advance of its December 2017 meeting. The Compensation Committee also used WTW data in evaluating and determining our named executive officers’ target total direct compensation, and the components thereof and relative weightings as described below.thereof, for fiscal 2023. Meridian was available to advise the Compensation Committee with respect to various executive and director-related compensation matters throughout the year.
The Compensation Committee assessed the independence of Meridian pursuant to Item 407(e)(3)(iv) of Regulation S-K and concluded that no conflict of interest existed with Meridian during its engagement that would prevent Meridian from independently advising the Compensation Committee. The Compensation Committee has used,continued to retain and intends to continue to use WTWMeridian in 2018.fiscal 2024.
Benchmarking and Peer Group. The Compensation Committee evaluates executive compensation by measuring the target total direct compensation of our named executive officers against benchmarks consisting of the Company’s peer group described below and of other comparable companies.companies (through the use of benchmark data). It conducts an annual review of executive compensation by analyzing several peer group pay data and market surveys,applicable benchmark data, including peer groupthe Meridian Analysis (as previously described), which include relevant retail/wholesale and market executive compensation studies prepared by WTW for the applicable time periods (the “WTW Studies”) which reflect relevant general industry and quick service restaurant and hospitality industry compensation levels.market data. The Compensation Committee generally uses a composite of thesethis peer group and market surveyssurvey and other data to determine market compensation levels, determine the compensation levels for our named executive officers and to determine the named executive officers’which it then considers when establishing target levels of total direct compensation for the named executive officers and the components thereof takingand relative weightings of such compensation. When making compensation decisions, the Compensation Committee is informed by the experiences of its members and also takes into account individual compensation recommendations from our CEO, with respect to the other named executive officers, and the Executive Chairman of the Board and the Chairperson of the Compensation Committee, with respect to our CEO, along with, among other things, the executive’s individual performance, scope of job responsibilities, leadership and years of experience, all as further described below. The Compensation Committee generally sets target total direct compensation for our executives to be competitive with the Company’s peer group and other market data, taking into account the Company’s scale and level of performance.
For 2017,2023, the Compensation Committee considered the industry survey data in the WTW StudiesMeridian Analysis, along with Company and targeted theindividual-specific factors including Mr. Weiner’s limited tenure as CEO, when setting his annual base salary for the CEO to be at the market median. The Compensation Committee targeted the CEO’sand total direct compensation for 2017 abovetargets at a level below the relevant market median, at approximately 114%, due to industry differences and the financial performance and other characteristics of the relevant companies as compared with the Company, as described in further detail under “Compensation for Chief Executive Officer” below.
The Compensation Committee generally targets the annual base salary and total direct compensation for the other named executive officers, on average, to be within a competitive range around the market median. For 2017,median for the base salaries of the named executive officers other than the CEO (and Mr. Morris, who was not employed byupcoming year, again taking into account both the Company at the time market base salary data was analyzed) ranged from 84% to 103% of the median base salary from the industry compensation survey data and target total direct compensation ranged from 79% to 95% of such market median.individual-specific factors described above.
The Compensation Committee reviews the composition of its peer group annually in July for use in executive compensation decisions for the following year. For 2017, there were no changes made to theyear with input from Meridian. The peer group below, which remained unchanged from the prior year.year, was used for benchmarking with regard to compensation for 2023.
Peer Group | ||
Bloomin’ Brands, Inc. | Papa John’s International, Inc. | |
Chipotle Mexican Grill, Inc. | ||
Restaurant Brands International Inc. | ||
Darden Restaurants, Inc. | Royal Caribbean International | |
Expedia Group, Inc. | Texas Roadhouse, Inc. | |
Hilton Worldwide Holdings Inc. | Wayfair Inc. | |
Hyatt Hotels Corporation | The Wendy’s Company | |
InterContinental Hotels | Wyndham Hotels & Resorts, Inc. | |
Norwegian Cruise Line Holdings Ltd. | Yum! Brands, Inc. |
DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT 35 |
Compensation Discussion and Analysis (continued) |
The following criteria were considered in determining the members of the Company’s 20172023 peer group: publicly-traded retail or hospitality industry companies revenues generally between 0.25 timesof comparable scale and 3.0 times thatscope and relative size, taking into account both reported and system-wide revenue, market capitalization and level of the Company,international operations, along with complexity of business (including franchise model) and a similar business model, complexity of business and recruiting pool for executives.
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Role of Executive Officers in Establishing Compensation. The Company’s executive officers have a limited role in the executive compensation setting process. TheOur CEO, the Company’s Chief People OfficerExecutive Vice President, Human Resources and the Chairperson of the Compensation Committee annually review the performance of each named executive officer (other than theour CEO) and the Company’s other executive officerssenior leadership to formulate compensation recommendations for the Compensation Committee. In addition, the Executive Chairman of the Board and the Chairperson of the Compensation Committee review the performance of theour CEO to formulatemake recommendations relating to the Compensation Committee regarding our CEO’s compensation. Our CEO abstains from participating in all discussions regarding the CEO’s compensation. The scope of these reviews is to evaluate performance for a given year and make compensation recommendations for that year and the subsequent year.year, including with respect to base salary adjustments and annual and long-term incentive awards under the AIP and EIP, respectively. The Chairperson of the Compensation Committee typically engages in discussions with WTWthe independent compensation consultant prior to making suchpresenting compensation recommendations to the full Compensation Committee. The conclusions reached and recommendations based on these reviews, including with respect to base salary adjustments and annual incentive awards under the AIP and EIP, are then presented to the Compensation Committee for approval, which occurs in DecemberFebruary of each year. The Compensation Committee may exercise its discretion to modify any recommended base salary adjustments or annual performance incentive or long-term incentive compensation awards to executives. The Compensation Committee ultimately makes all compensation decisions for our named executive officers, which, for all named executive officers other than the CEO, are then ratified by our Board of Directors.
Use of Tally Sheets. For 2017, In 2023, the Compensation Committee with the assistancecontinued its practice of management of the Company, createdannually reviewing comprehensive tally sheets to facilitate the Compensation Committee’s review of the total direct compensationfor each of our named executive officers. In preparation for making decisions on increases in base salary, target annual performance incentive awards and target long-term incentive compensation (equity) award grants, the Compensation Committee reviewed theThese tally sheets for ourare prepared by management and quantify the elements of each named executive officers.officer’s total direct compensation. The tally sheets containedcontain annual cash compensation (base salary and annual performance incentives)incentive), other compensation, stock option exercises, equity award vesting events and annual equity award grants under the EIP, and also includesinclude the Accounting Standards Codification 718,Compensation—Stock Compensation (“ASC 718”) fair market values for the equity award grants, potential severance payments, and equity award holdings, with the totalin-the-money value of such equity awards at the end of the preceding fiscal year. The Compensation Committee uses the tally sheets to get a full picture of the compensation accumulated by each named executive officer to date, including accumulated equity value and potential severance.
Equity Award Processes. Equity Annual equity awards are generally granted atto our named executive officers in March of each year to align with the regularly scheduled meetingstiming of the annual total direct compensation decisions made by the Compensation Committee and to have awards granted closely in February and Julytime with the beginning of each year. The specific date of these meetings is set by the Board of Directors, along with other Board and committee meetings, generally onethree-year performance period applicable to three years in advance.the PSUs described below. On occasion, in connection with new hires, promotions or certain corporate events, equity awards have been granted at other times throughout the year.year, including on a quarterly basis. The Compensation Committee does not have any plans, practices or policies of timing these equity award grants in coordination with the release of materialnon-public information and the Company does not have any plans, practices or policies of timing the release of materialnon-public information with the timing of equity awards. The exercise price of stock options is set at the closing price of Domino’s Pizza, Inc.the Company’s common stock on the NYSE on the date of the grant.
Components of Total Direct Compensation
Annual Base Salary. The Compensation Committee annually reviews and approves the annual base salaries of our named executive officers and any adjustments thereto.to their salaries. The Compensation Committee believes that a competitive base salary provides the foundation for the total compensation package required to attract, retain and motivate executives. In making decisions about any adjustments to annual base salaries, the Compensation Committee considers various factors such as:
36 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
Compensation Discussion and Analysis (continued) |
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The 20172023 annual base salaries for our named executive officers including any year-over-year change,were reviewed and approved by the Compensation Committee and were as follows:
Executive | 2016 Base Salary | 2017 Base Salary | Overall % Change (Year-Over-Year) | |||||||||
J. Patrick Doyle | $ | 1,025,000 | $ | 1,025,000 | 0.0 | % | ||||||
Richard E. Allison, Jr. | $ | 580,000 | $ | 610,000 | 5.2 | % | ||||||
Russell J. Weiner | $ | 580,000 | $ | 610,000 | 5.2 | % | ||||||
Jeffrey D. Lawrence | $ | 420,000 | $ | 460,000 | 9.5 | % | ||||||
Kevin S. Morris | N/A | (1) | $ | 435,000 | N/A |
Executive | 2022 Base Salary | 2023 Base Salary | % Change | ||||||||||||
Russell J. Weiner | $ | 875,000 | $ | 875,000 | — | ||||||||||
Sandeep Reddy | $ | 675,000 | $ | 685,000 | 1.5 | % | |||||||||
Joseph H. Jordan | $ | 600,000 | $ | 630,000 | 5.0 | % | |||||||||
Kelly E. Garcia | $ | 500,000 | $ | 525,000 | 5.0 | % | |||||||||
Arthur P. D’Elia | $ | 500,000 | $ | 525,000 | 5.0 | % |
Annual Performance Incentives. The following section describes the annual performance incentive award for fiscal 20172023 for each of our named executive officers under the AIP. For 2017, theThe 2023 annual performance incentive targets for the CEO andour named executive officers were as follows:
Executive |
Incentive Target (% of annual base salary) | |||||
| ||||||
| ||||||
Russell J. Weiner | 200 | % | ||||
| 100 | % | ||||
| 150 | % | ||||
Kelly E. Garcia | 100 | % | ||||
Arthur P. D’Elia | 100 | % |
The Compensation Committee establishes the performance measures and targets and approves annual performance incentive payouts for the named executive officers based on the extent to which thepre-established performance targets associated with such annual incentives have been achieved. The Compensation Committee madeapproved annual performance incentive awards under the AIP to each of the named executive officers for fiscal 2017.2023 as further described below.
The Compensation Committee, Board of Directors and shareholders last approved the AIP in 2015. The AIP allowsprovides the Compensation Committee with flexibility in selecting the plan participants and establishing the participants, performance measures, performance periods and performance targets, including minimum and maximum annual payment thresholds.thresholds, for annual awards made under it. All bonus-eligible team members of the Company participate in the AIP or another Company annual bonus program that contains the same financial performance metrics as the AIP. For fiscal 2017,2023, greater than 90%85% of the applicable performance target (the “performance threshold”) was required to be achieved in order for AIP (and other annual bonus program) participants to be eligible to receive an annual performance incentive payout andpayout; the maximum annual payout under the AIP was the lesser of (i) 250% of an individual’s annual performance incentive target and (ii) $5,000,000 per participant, the maximum annual payment threshold. amount under the AIP. The specific performance targets under the AIP established by the Compensation Committee are based on the business plans of the Company and take into account a variety of factors, including certain strategic plans, programs, commodity pricing and discounts (including long-term supply contracts), product pricing and discounts, volume and sales predictions, corporate store marketing plans and expenses, U.S. and international store count projections, product initiatives, technological initiatives, macroeconomic conditions, general operational needs of the Company and other significant factors related to the Company’s business.
In February 2017,December 2022 and consistent with its historical approach, the Compensation Committee established the annual adjusted total segment income performance measure, listtarget under the AIP (and other annual bonus programs) for the 2023 fiscal year in advance of participantsthe end of the Company’s then-current fiscal year. In January 2023, shortly following the beginning of fiscal 2023, the Compensation Committee reviewed the Company’s finalized fiscal 2022 results, the trajectory of
DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT 37 |
Compensation Discussion and Analysis (continued) |
projected sales trends for 2023 based on the Company’s early 2023 results and its assessment of the then-current broader macroeconomic environment as well as the uncertainty of the Company’s then-current operating environment and determined to (i) update the annual performance target from $930.0 million in adjusted total segment income to $905.0 million and (ii) lower the performance threshold from 90% to 85% of the annual performance target. The Compensation Committee further determined that there would be no above-target payout under the AIP (and other annual bonus programs) unless and until the Company achieved the $930.0 million annual performance target set in December 2022. In making these changes, the Compensation Committee was focused on ensuring that incentive awards under the AIP (and other annual bonus programs) continued to achieve the objective of motivating performance by our team members, including our executives, while also reflecting the business environment in which the Company was operating, as informed by actual performance in fiscal 2022. The fiscal 2023 performance target, as updated shortly following the beginning of fiscal 2023, remained set at a level 5.5% above the Company’s actual fiscal 2022 performance and the annual performance target at which level an award in excess of a named executive officer’s annual performance incentive target could be earned reflected an 8.5% increase from actual results in 2022. Thereafter, in February 2023, the Compensation Committee approved the target incentive amounts under the AIP for senior executives of the Company for the 2017 fiscal year. For 2017, all of theeach named executive officers were participants underofficer at levels unchanged from the AIP.prior year.
For annual performance incentives granted with respect to fiscal 2017,2023, the performance measure selected by the Compensation Committee, as applied to all of the named executive officers, was segment incomeSegment Income as defined by the Company under Accounting Standards Codification 280,Segment Reporting (“ASC 280”), with certain adjustments (referred to as “adjusted nettotal segment income”), measured over the full 20172023 fiscal year. Such adjustments include (i) impacts from severances, reductions in workforce, criminal acts, foreign currency fluctuations, legal matters, dispositions or acquisitions of Company-owned stores or other facilities, discontinuation of lines of business, changes to the accounting classification of leases, health insurance changes, changes in governmental regulations, certain labor activities and natural disasters, to the extent the net amounts differ from budgeted amounts by more than a specified threshold and (ii) the net incremental impact of the recognition of U.S. Company-owned store advertising expenses as compared to contributions to the Domino’s National Advertising Fund Inc. The Compensation Committee believes that the use of adjusted nettotal segment income is appropriate because it is a reliable barometer for the overall success of the Company and it is a primary measure used by management to internally evaluate operating performance, to determine future performancebusiness objectives and targets and for long-range planning for the Company. The annual performance measure is intended to directionally align with the adjusted total segment income constant growth rate target in the initial year in the three-year performance period for the PSUs granted in fiscal 2023 as described below, though, as a result of the January 2023 actions described above, the annual adjusted total segment income constant growth rate target for fiscal 2023 for purposes of the PSUs is slightly higher than the 2023 annual performance measure. The Compensation Committee believes this is appropriate given that the PSUs are intended to serve as a long-term incentive vehicle to be earned over a three-year performance period. Further, actual achievement under the AIP and the PSUs may differ as a result of the Company’s actual performance over the longer three-year performance period being measured against constant growth rate targets as compared to discrete annual goals as described below.
For fiscal 2017,2023, as noted above, a named executive officer was not entitled to an annual performance incentive payout under the AIP unless Company performance exceeded 90%85% of the $905.0 million performance target. If performance exceeded the performance threshold, the executive officer would receive 0.666% of their annual performance incentive target for every incremental 0.1% in excess of the performance threshold achieved by the Company until the adjusted total segment income level reached the $905.0 million performance target, (the “performance threshold”),at which point the executive officer would receive 100% of their annual performance incentive target. The executive officer would continue to receive 100% of their annual performance incentive target until the Company achieved over $930.0 million in which caseadjusted total segment income. Thereafter, if performance exceeded the $930.0 million level, the executive officer would receive 1% of histheir annual performance incentive target for every incremental 0.1% in excess of the performance threshold achieved by the Company up to the maximum annual payment amount described above.
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For illustrative purposes, assume a named executive officer had an annual base salary of $100,000$500,000 and was eligible for an annual performance incentive target of 100% of histheir annual base salary. Further assume thatConsidering the Company had anstructure of the 2023 annual performance target of $10,000,000. Theincentive design, the Compensation Committee determined the following:
If the annual performance result was $10,100,000,$939.3 million, or 101.0% achievement of the $930.0 million annual performance target the Company would pay theat which level an award in excess of a named executive officer 110% of hisofficer’s annual performance incentive target, or $110,000.
38 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
Compensation Discussion and Analysis (continued) |
target could be earned, the Company would pay the named executive officer 110% of their annual performance incentive target, or $550,000. In other words, for 1% outperformance versus the $930.0 million target, an additional 10% of target would be awarded. |
For the named executive officers, the annual performance target for fiscal 2017 was $564.0 million in adjusted net segment income. This annual performance target was set to be aggressive, yet realistic in order to sufficiently motivate executive performance. As shown below, theThe Compensation Committee has raised the annual performance target by 9.5% or more from the previous year’s targetactual results in each of the last eightten fiscal years. In 2017,years, including the last five fiscal years as shown below. The Compensation Committee believes that the increases in annual performance target was raised 17.0%targets from the 2016 annual performance target and 10.3% from the actual results in 2016. These significant increases therebyfiscal year to fiscal year require superiorstrong performance from the Company in a highly-competitivehighly competitive market to achieve the annual performance target.target and therefore serve to motivate our named executive officers to achieve these performance goals.
Fiscal Year | Performance Target Percentage Increase From Prior Year Performance Target | Performance Target Percentage Increase From Prior Year Actual Results | Performance Incentive Payout | |||||||||
2006 | 11.7 | % | 8.2 | % | 69.0 | % | ||||||
2007 | 5.0 | % | 8.8 | % | 0.0 | % | ||||||
2008 | -5.9 | % | 6.5 | % | 0.0 | % | ||||||
2009* | -20.0 | % | -7.3 | % | 100.0 | % | ||||||
2010 | 15.7 | % | 1.1 | % | 183.4 | % | ||||||
2011 | 18.6 | % | 5.5 | % | 135.8 | % | ||||||
2012 | 11.8 | % | 6.1 | % | 123.2 | % | ||||||
2013 | 10.2 | % | 6.5 | % | 132.6 | % | ||||||
2014 | 11.6 | % | 6.4 | % | 121.9 | % | ||||||
2015* | 14.3 | % | 10.7 | % | 136.9 | % | ||||||
2016 | 9.5 | % | 3.8 | % | 160.6 | % | ||||||
2017 | 17.0 | % | 10.3 | % | 121.89 | % |
Fiscal Year | Annual Performance Target Percentage Change From Prior Year Actual Results(2) | Annual Performance Target Percentage Change From Prior Year Performance Target | Annual Performance Incentive Payout | ||||||||||||
2019(1) |
| 7.9 | % |
| 8.6 | % |
| 127.9 | % | ||||||
2020(1) |
| 9.5 | % |
| 12.2 | % |
| 152.9 | % | ||||||
2021(1) |
| 5.2 | %(3) |
| 10.3 | % |
| 138.5 | % | ||||||
2022(1) |
| 6.6 | % |
| 9.5 | % |
| 49.8 | % | ||||||
2023(1)(4) |
| 5.5 | % |
| -3.9 | % |
| 106.3 | % |
The 2020 fiscal year included 53 weeks and the 2019, 2021, 2022 and 2023 fiscal years each included 52 weeks. |
(2) | Prior year actual results reflect Segment Income reported by the Company in its consolidated financial statements for each of the respective fiscal years. |
(3) | When excluding the impact of the 53rd week in 2020, the 2021 annual performance target reflected an 8.1% increase from 2020 actual results. |
(4) | Annual performance target in 2023 reflects the $905.0 million annual performance target. The $930.0 million annual performance target at which level an award in excess of a named executive officer’s annual performance incentive target could be earned reflects an 8.5% increase from the prior year’s actual results and a 1.3% decrease from the prior year’s performance target. |
As noteddescribed above, the Compensation Committee setsCompany’s achievement of 100.63% of adjusted total segment income as compared to the original $930.0 million annual performance targets at levels that it believes are aggressive, but achievable. As showntarget for fiscal 2023 reflects the Company’s strong financial performance during fiscal 2023 in an uncertain global operating environment and a year in which we sharpened our focus on the many opportunities we have for continuous improvement in our business and unveiled an exciting new strategic vision rooted in our commitment to future growth and success through our “Hungry for MORE” strategy. The increase in adjusted total segment income for fiscal 2023 followed a challenging year in fiscal 2022 in which the Company failed to achieve its annual performance target for the first time in over a decade. The Company’s return to above-target performance in fiscal 2023 corresponded with a significant return to growth and an increase in the chart above,Company’s stock price during this same period. The Company maintained strong levels of profitability across the business in certain years,fiscal 2023, especially when compared against the AIP had zero payout or was paid out at less than target. Further,Company’s financial performance and scale prior to the AIP has never paid out at its maximum level in any year.
The Company’s current eight-year trend of higher than 100% achievement of annual performance targets has corresponded with the significant growthonset of the Domino’s business over that time. This growth has been driven by many factors, includingCOVID-19 pandemic, and the reformulation and launch of our hand-tossed pizza in 2009, an increased focus on technology platforms, creative advertising that highlights our growing brand and product offerings, the introduction of a reimaged carryout-friendly store design and franchisee performance.
The Company’s domestic sales performance continues to be top ofshow comparable strength within QSR pizza and the overall QSR industry with an eight-year domestic same store sales average increase of nearly 7.5%. Beginningas discussed in 2010, the Company’s domestic year-over-year same store sales increases were 9.9% in 2010, 3.5% in 2011, 3.1% in 2012, 5.4% in 2013, 7.5% in 2014, 12.0% in 2015, 10.5% in 2016 and 7.7% in 2017. The Company’s international same store sales increased by 6.9% in 2010, 6.8% in 2011, 5.2% in 2012, 6.2% in 2013, 6.9% in 2014, 7.8% in 2015, 6.3% in 2016 and 3.4% in 2017. (For a description of how the Company calculates same store sales, a commonly-used statistical measure in the quick-service industry that the“—Executive Summary” above.
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Company believes is important to understanding its financial performance, see our Annual Report on Form10-K filed with the SEC on February 20, 2018.) Additionally, the Company’s global retail sales have increased by 11.0% in 2011, 6.5% in 2012, 8.2% in 2013, 11.1% in 2014, 8.4% in 2015, 12.5% in 2016 and 12.7% in 2017 and the Company’s common stock price has increased 3,912% from January 1, 2009 through December 31, 2017.
These business results have outpaced a very competitive industry and have resulted in overachievement in relation to the annual performance incentive targets during this same time period. In addition, becauseBecause the annual performance targets set by the Compensation Committee were based on the Company’s performance as a whole, the likelihood of each named executive officer achieving histheir annual performance incentive
DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT 39 |
Compensation Discussion and Analysis (continued) |
targets were equal.
was the same. The specific performance targets established by the Compensation Committee are basedbelieves this focus on the business plans ofCompany’s performance as a whole encourages engagement, teamwork and collaboration across the Company resulting in stronger financial and take into account a variety of factors including certain plans, programs, commodity pricing and discounts (including long-term supply contracts), product pricing and discounts, volume and sales predictions, marketing plans and expenses, domestic and international store count projections, product initiatives, technological initiatives, macroeconomic conditions and other meaningful information.operational performance.
The amount of the annual performance incentive payouts for 2017 exceeded the target annual performance incentive payout because actual performance was 102.189% of the annual performance target. Accordingly, pursuantPursuant to the terms of the AIP (as described above), based on this leveladjusted total segment income performance of 100.63% of the original annual performance 121.89%incentive target, 106.3% of the target incentive payout was earned by our named executive officers for fiscal 2017.2023.
2017 Target Annual Performance Incentive | Company Performance | 2017 Actual Payout | ||||||||||||||||||
Executive | % of Salary | Dollar Value | % Achievement | % of Target | Dollar Value | |||||||||||||||
J. Patrick Doyle | 200 | % | $ | 2,050,000 | 102.189 | % | 121.89 | % | $ | 2,498,745 | ||||||||||
Richard E. Allison, Jr. | 100 | % | $ | 610,000 | 102.189 | % | 121.89 | % | $ | 743,529 | ||||||||||
Russell J. Weiner | 100 | % | $ | 610,000 | 102.189 | % | 121.89 | % | $ | 743,529 | ||||||||||
Jeffrey D. Lawrence | 100 | % | $ | 460,000 | 102.189 | % | 121.89 | % | $ | 560,694 | ||||||||||
Kevin S. Morris | 50 | % | $ | 217,500 | 102.189 | % | 121.89 | % | $ | 264,382 | (1) |
2023 Target Annual Performance Incentive | Plan Achievement | 2023 Actual Payout | |||||||||||||||||||||||
Executive | % of Salary | Dollar Value | % | % | Dollar Value | ||||||||||||||||||||
Russell J. Weiner |
| 200 | % | $ | 1,750,000 |
| 100.63 | % |
| 106.3 | % | $ | 1,860,250 | ||||||||||||
Sandeep Reddy |
| 100 | % | $ | 685,000 |
| 100.63 | % |
| 106.3 | % | $ | 728,155 | ||||||||||||
Joseph H. Jordan |
| 150 | % | $ | 945,000 |
| 100.63 | % |
| 106.3 | % | $ | 1,004,535 | ||||||||||||
Kelly E. Garcia |
| 100 | % | $ | 525,000 |
| 100.63 | % |
| 106.3 | % | $ | 558,075 | ||||||||||||
Arthur P. D’Elia |
| 100 | % | $ | 525,000 |
| 100.63 | % |
| 106.3 | % | $ | 558,075 |
Long-term Incentive Compensation. The Compensation Committee believes that an equity component of executive compensation serves to align our named executive officers’ interests with the interests of our shareholders and creates value for those shareholders. To that end, the Company maintains the EIP, a long-term equity-based incentive compensation program.
In 2017, our Board of Directors approved the following awards under the EIP to our named executive officers after considering the Company’s equity grant guidelines and the WTW Studies:
Executive | Stock Options Granted (#) | Stock Option Grant Value ($) | Performance Shares Granted (#)(4) | Performance Share Grant Value ($) | ||||||||||||
J. Patrick Doyle | 45,200 | $ | 2,152,876 | (1) | 7,720 | $ | 1,435,457 | (5) | ||||||||
Richard E. Allison, Jr. | 7,330 | $ | 375,443 | (2) | 1,770 | $ | 376,160 | (6) | ||||||||
Russell J. Weiner | 7,330 | $ | 375,443 | (2) | 1,770 | $ | 376,160 | (6) | ||||||||
Jeffrey D. Lawrence | 4,890 | $ | 250,466 | (2) | 1,180 | $ | 250,774 | (6) | ||||||||
Kevin S. Morris | 8,580 | $ | 393,072 | (3) | 2,140 | $ | 394,675 | (7) |
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Performance Shares. In 2017, the Compensation Committee continued its use of performance shares as a vehicle for long-term incentive compensation. The Compensation Committee believes that performance shares align with peer group equity compensation practices and are an important component of its diversified equity compensation strategy. Recipients of performance shares do not receive a benefit from the award unless the Company achieves the applicable performance goals. The actual value of the shares that are earned, if any, will depend on our stock price at the time the performance shares vest. The Compensation Committee believes that participation in the Company’s long-term incentive compensation program accomplishes the objective of linking each named executive officer’s opportunity for financial gain to Company performance and increases in shareholderserves to align our named executive officers’ interests with the interests of our shareholders, thereby creating value for those shareholders as reflected by the market price of the Company’s common stock. To that end, the Company maintains the EIP, a long-term equity-based incentive compensation program. The Compensation Committee believes that the use of PSUs, RSUs and stock options that vest over a multi-year period focuses executives on the Company’s long-term interests without leading to imprudent risk-taking and demonstrates our continued commitment to paying for performance. In addition, we believe time-vesting and performance-based PSUs and time-vesting RSUs represent an efficient method of delivering long-term stock compensation with a value that is directly tied to Company operational and/or stock price performance.
Grants of awards to our CEO and other named executive officers are approved by the Compensation Committee and are ratified by our Board of Directors. In March 2023, our Compensation Committee approved, and our Board of Directors ratified, the following awards under the EIP to our named executive officers after considering the Company’s internal equity grant guidelines and the Meridian Analysis and after reviewing each named executive officer’s total direct compensation as described in “—Compensation Setting Process” above. The grant date fair value of annual long-term incentive awards granted under the EIP to our named executive officers in 2023 increased as compared to the grant date fair value of awards made in 2022 and our historical award levels. In determining the size of these awards, the Compensation Committee considered past grant levels and the competitiveness of the proposed grants with market levels, based on the Meridian Analysis, taking into account each executive’s unvested equity amounts as compared to recommended market levels and the fact that the executives were maturing into their leadership roles. The Compensation Committee intended that the grants would create further alignment with shareholder interests, serve as an additional mechanism for incentivizing a return to the Company’s strong historical performance in a challenging macroeconomic environment, and create additional retentive value for these highly-skilled executives in the highly-competitive labor market. The awards also reflected in part the increased weighting to PSUs.
Time-Vesting Restricted Stock Units (RSUs) | Performance-Based Restricted Stock Units (PSUs)(1) | Stock Options | ||||||||||||||||||||||||||||
Executive | Granted (#) | Grant Value(2) | Granted (#)(3) | Grant Value(4) | Granted (#) | Grant Value(5) | ||||||||||||||||||||||||
Russell J. Weiner | 5,831 | $ | 1,750,233 | 11,661 | $ | 3,570,482 | 19,179 | $ | 1,750,084 | |||||||||||||||||||||
Sandeep Reddy | 3,235 | $ | 971,018 | 3,235 | $ | 990,525 | 10,640 | $ | 970,900 | |||||||||||||||||||||
Joseph H. Jordan | 3,749 | $ | 1,125,300 | 3,749 | $ | 1,147,906 | 12,329 | $ | 1,125,021 | |||||||||||||||||||||
Kelly E. Garcia | 2,499 | $ | 750,100 | 2,499 | $ | 765,169 | 8,220 | $ | 750,075 | |||||||||||||||||||||
Arthur P. D’Elia | 2,499 | $ | 750,100 | 2,499 | $ | 765,169 | 8,220 | $ | 750,075 |
(1) | The grant date fair value of PSUs is reported based on the probable outcome of the performance conditions (target) on the grant date. |
(2) | Based on our closing stock price on March 10, 2023 of $300.16 per share. |
(3) | Represents the target number of PSUs. A named executive officer can earn between 0% and 200% of his target award. The number of PSUs earned is then subject to a relative TSR modifier, which operates to, in certain circumstances, increase or decrease the total number of shares earned by 25% based on the Company’s TSR relative to the TSR of the constituents of the S&P Composite 1500 Restaurants Sub-Index. |
40 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
Compensation Discussion and Analysis (continued) |
(4) | Reflects the aggregate grant date fair value of the March 10, 2023 PSU awards as determined for financial reporting purposes (based on a grant date fair value of $306.19 using the Monte-Carlo simulation pricing method). The underlying valuation assumptions for the PSUs are further discussed in Note 9 to our consolidated financial statements filed with our 2023 10-K. |
(5) | Based on a Black-Scholes value on March 10, 2023 of $91.25 per share. The underlying valuation assumptions for stock option awards are further discussed in Note 9 to our consolidated financial statements filed with our 2023 10-K. |
In 2023, the relative target mix of PSUs granted to the named executive officers under the EIP was increased to provide additional emphasis on the long-term performance incentive portion of the EIP. The target mix of equity awards granted to Mr. Weiner, our CEO, under the EIP in 2023 was comprised of approximately 50% PSUs (at target), 25% RSUs and 25% stock options, representing a change from the target mix in 2022 of approximately 33% PSUs (at target), 33% RSUs and 33% stock options. For our other named executive officers, the target mix in 2023 was comprised of approximately 33% PSUs (at target), 33% RSUs and 33% stock options, representing a change from the target mix in 2022 of approximately 25% PSUs (at target), 50% RSUs and 25% stock options. The Compensation Committee believes this change enhances our performance-based compensation program and further ties executive compensation to the creation of long-term shareholder value.
Long-Term Performance-Based Restricted Stock Units (PSUs). As discussed and reflected in the table above, the Compensation Committee continued the use of PSUs as an additional vehicle for long-term incentive compensation in 2023 and increased the weighting of such PSUs in the respective equity mixes of our named executive officers to further provide additional emphasis on the long-term performance incentive portion of the EIP. In 2021 and 2022, our named executive officers were granted PSUs that were based on the achievement of adjusted total segment income and global retail sales, excluding foreign currency impact goals on a cumulative basis, over a three-year performance period. Awards granted in 2023 contained performance goals that will be measured on a constant growth rate basis, with three individual annual targets for each performance goal established at the onset of the three-year performance period expressed as a growth rate over the previous year’s actual result. Such shift recognizes an evolution in the prevailing market practice for goal setting for multi-year performance awards and the inherent difficulty in setting three-year cumulative goals, especially in the current operating and macroeconomic environment, and is also designed to ensure that participants remain sufficiently motivated over the full three-year performance period and are not disproportionately impacted, either positively or negatively, by an outlier year within the performance period. The TSR modifier, discussed below, is still measured over the full three-year performance period.
These PSUs, which are granted annually at the beginning of a three-year performance period, reinforce our named executive officers’ accountability for the achievement of the Company’s longer-term financial and strategic goals. PSUs awarded in 2023 are earned based on the achievement of challenging goals for each year within the three-year performance period, consisting of:
1. | Adjusted total segment income growth, measuring profitability, comprising 70% of the total target award, and |
2. | Global retail sales, excluding foreign currency impact growth, measuring growth of the Domino’s brand worldwide, and comprising 30% of the total target award. |
Each of these performance goals is measured on a constant growth rate basis, with three individual annual targets for each performance goal established at the onset of the three-year performance period expressed as a growth rate over the previous year’s actual result. Each year’s achievement is then “banked” until the three-year performance period is complete, at which time the achievement for each year in the performance period is averaged to determine the final payout for each metric.
Adjusted total segment income is measured as Segment Income as defined by the Company under ASC 280, with certain adjustments substantially similar to those discussed above under “Annual Performance shareIncentives,” measured over each year in the three-year performance period. The Company uses global retail sales to refer to Domino’s total worldwide retail sales at Company-owned and franchise stores. Global retail sales growth, excluding foreign currency impact, is calculated as the change of international local currency global retail sales against the comparable period of the prior year. Adjusted total segment income growth and global retail sales, excluding foreign currency impact growth, are two of the key drivers of our performance, represent metrics that we believe are valued by our investors, and reflect an approach to long-term incentive measurement that balances profitability and growth.
DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT 41 |
Compensation Discussion and Analysis (continued) |
The PSUs are also subject to a relative three-year cumulative total shareholder return (“TSR”) modifier, which is a relative return metric that can increase or decrease the total number of shares earned by 25% based on the Company’s TSR relative to the TSR of the constituents of the S&P Composite 1500 Restaurants Sub-Index. Shares that are earned following the determination of the adjusted total segment income and global retail sales, excluding foreign currency impact growth, metrics will increase by 25% if the Company’s three-year relative TSR rank during the performance period falls at or above the 75th percentile and will decrease by 25% if such relative TSR rank during the performance period falls at or below the 25th percentile. The weight of the relative TSR modifier applicable to the PSUs was increased from 15% to 25% in 2023 to better align with market practice and place more emphasis on cumulative stock price performance over the three-year performance period (with such TSR modifier continuing to measure cumulative stock price performance over the three-year performance period following which period all earned awards, if any, will be subject to applicable adjustment based on TSR results in order to strengthen the link with long-term shareholder interests). Additionally, the comparison index was changed to the S&P Composite 1500 Restaurants Sub-Index in 2023 from the S&P 500 Index to better assess the Company’s performance as compared to its peers within the restaurant sector. The Compensation Committee believes these changes to the PSUs further improve the alignment between executive compensation and the long-term interests of shareholders.
Performance Metrics
Adjusted Total Segment Income Growth (70%) Measures Profitability Measured on a Constant Growth Rate Basis with Annual Targets Expressed as a Growth Rate Over the Previous Year’s Actual Result | Global retail sales, excluding foreign currency impact Growth (30%) Measures Growth of the Domino’s Brand Measured on a Constant Growth Rate Basis with Annual Targets Expressed as a Growth Rate Over the Previous Year’s Actual Result |
Relative Total Shareholder Return (TSR) Modifier Measures Three-Year Cumulative Relative Shareholder Return Compared to the S&P Composite 1500 Restaurants Sub-Index Used as upward or downward (+ / - 25%) modifier |
The total payout opportunity for PSUs is 0% to 200%: 0% of target will be earned if the threshold level of performance is not satisfied, awards will begin to be earned if the threshold level is satisfied, 100% of target will be earned if the target level is satisfied, and 200% of target will be earned if the maximum level is satisfied. The TSR modifier over the three-year measurement period is then applied to the final earned award. The threshold level of performance for a metric must be satisfied for PSUs to be earned based on that metric. Performance for each metric is measured independently, so PSUs can be earned as long as the threshold is satisfied for at least one metric. Upon the retirement of holders of PSUs who have achieved specified service and age requirements, the awards would generally remain outstanding and eligible to be earned to the extent performance goals are met during the applicable performance period.
Focus on Goal Setting.The target growth levels are designed to be aligned with our long-range business plan, with the annual growth rate targets reflecting meaningful growth in each year of the three-year performance period and incorporating a degree of stretch that is intended to motivate the named executive officers to achieve higher performance within the Company’s risk framework. The specific performance growth rate targets established by the Compensation Committee are based on the business plans of the Company that are reviewed with and overseen by our Board and take into account a variety of factors including certain strategic plans, programs, commodity pricing and discounts (including long-term supply contracts), product pricing and discounts, volume and sales predictions, corporate store marketing plans and expenses, U.S. and international store count projections, product initiatives, technological initiatives, macroeconomic conditions, general operational needs of the Company and other significant factors related to the Company’s business. In setting the threshold, target and maximum levels of performance for each of the component metrics, the Compensation Committee reviewed historical levels of performance against our long-term
42 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
Compensation Discussion and Analysis (continued) |
business plan and conducted sensitivity analyses on alternative outcomes focused on identifying likely minimum and maximum boundary performance levels. The maximum level is a stretch level that is attainable only if we significantly outperform with respect to the particular metric.
Calculation of Payout of PSUs
Step 1 | Step 2 | |||||
Level of Metric Performance 1 | Payout as a Percentage of Target 2 | Relative TSR Modifier | ||||
Below Threshold | 0% | At or above the 75th percentile: Increase by 25% | ||||
Threshold | 0% | |||||
Target | 100% | At or Below the 25th percentile: Reduce by 25% | ||||
Maximum | 200% | |||||
1 Performance level expressed as a percent of target based on annual adjusted total segment income growth (70%) and annual global retail sales, excluding foreign currency impact growth (30%), for each year in the fiscal 2023-2025 performance period. | ||||||
2 Before TSR modifier. Payout levels based on performance for each metric will be measured independently on an annual basis and interpolated on a straight-line basis for performance between threshold and target or between target and maximum to determine the performance versus the growth rate targets. |
If the PSUs become earned upon satisfaction of the performance metrics described above, they will be delivered in the form of unrestricted common stock following the end of the applicable three-year performance period, generally subject to continued employment through the end of the performance period. The PSUs are eligible to receive dividend equivalents in cash, which will accumulate and pay out, if at all, if and when the PSUs are earned and the underlying shares of common stock are distributed to the named executive officers.
The performance period for the 2023 award of PSUs began on January 2, 2023 and ends on December 28, 2025. The specific annual adjusted total segment income and annual global retail sales, excluding foreign currency impact, growth rate targets for each year in the performance period for the PSUs granted in 2023 will be disclosed at the end of the performance period.
We believe that the design of our existing PSU program furthers our pay for performance compensation objective by emphasizing a longer-term performance period, multiple performance metrics and increased performance sensitivity.
Payout for PSUs for Performance Period Ending in 2023. The three-year performance period for PSUs granted in 2021 ended on December 31, 2023. PSUs were earned based on the achievement of pre-established challenging goals at the end of the performance period, consisting of:
1. | Cumulative adjusted total segment income, measuring profitability, comprising 70% of the total target award, and |
2. | Cumulative global retail sales, excluding foreign currency impact, measuring growth of the Domino’s brand worldwide, and comprising 30% of the total target award. |
DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT 43 |
Compensation Discussion and Analysis (continued) |
The Compensation Committee made its final payout determination in January 2024 following a review of the Company’s final fiscal 2023 results. The final number of shares earned was based on the following goals, which remained unchanged from the time of the March 2021 issuance of these PSUs:
PSUs for Fiscal 2021-2023 Performance Period Goals and Results1
(Figures in Millions)
Threshold | Target | Maximum | Actual | |||||||||||||
Cumulative Adjusted Total Segment Income (70% | $ | 2,511.0 | $ | 2,790.0 | $ | 2,999.25 | $ | 2,732.1 | ||||||||
Percentage of target | 90 | % | 100 | % | 107.5 | % | 97.93 | % | ||||||||
Payout opportunity (as a % of target) | 50 | % | 100 | % | 200 | % | 89.63 | %2 | ||||||||
Threshold | Target | Maximum | Actual | |||||||||||||
Cumulative Global Retail Sales, excluding foreign | $ | 49,830.3 | $ | 55,367.0 | $ | 59,519.53 | $ | 56,162.1 | ||||||||
Percentage of target | 90 | % | 100 | % | 107.5 | % | 101.44 | % | ||||||||
Payout opportunity (as a % of target) | 50 | % | 100 | % | 200 | % | 119.15 | %2 |
1 | These PSUs are also subject to a relative TSR modifier, which is a relative return metric that can increase or decrease the total number of shares earned by 15% based on the Company’s TSR relative to the TSR of the constituents of the S&P 500 Index. Shares that are earned following the determination of the cumulative adjusted total segment income and cumulative global retail sales, excluding foreign currency impact, metrics would increase by 15% if the Company’s three-year relative TSR rank during the performance period falls at or above the 75th percentile and would decrease by 15% if such relative TSR rank during the performance period falls below the 25th percentile. The Company’s relative TSR rank for the performance period was at the 32nd percentile and as a result, the total shares earned were not adjusted. |
2 | Actual payout percentage reflects interpolation on a straight-line basis of performance between threshold and target or between target and maximum, as applicable. |
Based on the Company’s achievement of the goals above, the PSUs granted in fiscal 2021 for the January 4, 2021 – December 31, 2023 performance period paid out at 98.5% of target.
Time-Vesting Restricted Stock Units (RSUs). As discussed and reflected in the table above, the Compensation Committee continued the use of RSUs as a vehicle for long-term incentive compensation in 2023. RSU awards are full value awards that consist of restricted shares of Domino’s Pizza, Inc. common stock that are subject to both time-based and performance-based vesting conditions. The awards vest ratably over three years in three separate vesting tranches, generally subject to continued employment (with exceptions for certain termination events, such as qualified retirement). The RSUs will convert to unrestricted common stock and be distributed upon the vesting of the applicable tranche of the award. The Compensation Committee decided to grant RSUs to encourage retention by providing some value to the named executive officers who remain employed by the Company. The Compensation Committee believes that it is important for retention to have a portion of long-term incentive awards that is not tied to the achievement of performance goals or future stock price appreciation but is still at-risk with the value fluctuating based on changes in stock price. The RSUs are also eligible to receive dividend equivalents in cash, which will accumulate and pay out, if at all, if and when the RSUs vest and the underlying shares of common stock are distributed to the named executive officers. The actual value of the shares that are earned, if any, will depend on our stock price at the time the RSUs vest. These awards generally also contain provisions for accelerated vesting upon the retirement of holders who have achieved specified service and age requirements.
Stock Options. As discussed and reflected in the table above, the Compensation Committee continued its use of stock options as a vehicle for long-term incentive compensation in 2023 with a vesting period of three years that aligns with the performance period of the PSUs and the vesting period of the RSUs. Recipients of stock option grants do not receive a benefit from the stock options unless and until the market price of the Company’s common stock increases above the exercise price, the stock options vest and the recipient exercises such stock options. Options are intended to provide long-term performance-based compensation tied specifically to increases in the price of the Company’s stock, aligning the interests of executives and shareholders. We continued to use stock options because we believe they encourage employee retention through the use of a time-based vesting schedule and serve to align the interests of our shareholders and those of our named executive officers by only providing value if the price of our common stock increases after the stock options are granted.
44 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
Compensation Discussion and Analysis (continued) |
All options awarded under the EIP are granted with an exercise price equal to the closing price of the Company’s common stock on the grant date of the award, have a ten-year term, vest ratably over three years and become fully exercisable upon vesting of each tranche. These awards also contain provisions for accelerated vesting upon the retirement of holders who have achieved specified service and age requirements. Vested options are exercisable for a limited period of time after termination of employment.
Historical Performance Shares (2020 and earlier). No performance shares were granted in 2023 after the Compensation Committee discontinued the use of performance shares as a vehicle for long-term incentive compensation in 2021 and instead made the determination to grant PSUs and RSUs. However, performance shares granted in prior years will continue to be included in total compensation for the named executive officers as and to the extent applicable tranches of such performance shares vest.
Performance share awards vest ratably over four years in four separate vesting tranches, generally subject to continued employment, and each vesting tranche is subject to aone-year performance-based vesting condition that is established annually by the Compensation Committee. Outstanding, unvested performance shares are also eligible to receive dividends. Dividends accrue on such unvested performance shares and are delivered if and when the performance shares to which they relate vest. For performance shares granted in 2017 (as well as prior years), the measurement of performance established by the Compensation Committee was segment income as defined by the Company under ASC 280, with certain adjustments (the same “adjusted net segment income” used by the Company for annual performance incentives, as described above). Adjusted net segment income was used as the performance measure for performance shares because it is the primary measure used by management to internally evaluate operating performance, to determine future performance targets and for long-range planning for the Company and the Compensation Committee believes it is the most reliable barometer for the overall success of the Company.
For performance share grants awarded in fiscal 2015 and earlier, the performancePerformance shares vest only if the Company achieves at least90% or more of the annual performance target (with no additional performance shares earned for performance above 90% of the annual performance target). As part of the January 2023 actions discussed above, performance shares granted with a 2024 vesting tranche vested if the Company achieved 85% or more of the $905.0 million annual performance target (with no additional performance shares earned for performance above 85% of the annual performance target). Beginning with performance share grants awarded in fiscal 2016,For the outstanding performance shares vest only ifgranted in prior years, the measurement of performance established by the Compensation Committee was Segment Income as defined by the Company under ASC 280, with certain adjustments (resulting in the same “adjusted total segment income” used by the Company for annual performance incentives, as described above). If the achievement of adjusted total segment income is less than 90% or more(85% in the case of performance shares granted with a 2024 vesting tranche) of the annual performance target, is achieved (with no additional performance shares earned for performance above 90% of the annual performance target). If the achievement is less than 85% of the performance target for grants awarded in fiscal 2015 or earlier, or less than 90% for grants awarded in fiscal 2016 or later, each vesting tranche for that fiscal year is canceled and forfeited for no consideration. The performance share awards do not contain a provision for partial vesting. All unvested performance shares are generally canceled upon termination of employment, except as described below.subject to certain exceptions. The performance target with respect to the 20172022 fiscal year was utilized for all performance shares previously granted with a 20172023 vesting tranche; such performance target was achieved at 94.98% of target and as a result all performance shares subject to a 20172023 vesting tranche vested in full.
Stock Options. In 2017, the Compensation Committee continued its use of stock options as an additional vehicle for long-term incentive compensation. Recipients of stock option grants do not receive a benefit from stock options unless and until the market price of the Company’s common stock increases above the exercise price and the recipient exercises such stock options.
Stock options awarded under the EIP have a maximum term of ten years and vest ratably over four years, generally subject to continued employment. Vested options are exercisable for a limited period of time after termination of employment. All options awarded under the EIP are granted with an exercise price equal to the closing price of Domino’s Pizza, Inc. common stock on the grant date of the award.
Accelerated Vesting. In the event that an executive’s employment is terminated (i) involuntarily by the Company without cause, or (ii) due to the executive’s disability prior to the date any vesting tranche of the performance shares become vested based on continued employment but after the Compensation Committee has certified that the performance vesting conditions with respect to such vesting tranche have been satisfied, the performance shares subject to such vesting tranche will vest in full. All unvested stock options fully vest upon an executive’s death. In the event ofFollowing a qualified retirement, the time vesting condition applicable to all unvested performance shares will lapse and such performance shares will remain eligible to vest based on performance and all unvested stock options will vest in full. For this purpose,
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a qualified retirement means any termination of employment, (other than for cause) after ten years of continuous service and attaining age 55. As of December 31, 2017, no named executive officers had satisfied the qualified retirement requirements. In the event of a covered transaction (generally defined in the EIP as a merger or consolidation in which the Company is not the surviving entity, a disposition of substantially all of the Company’s common stock or assets, or a dissolution or liquidation of the Company) all unvested performance shares and stock options vest in full.
Additional Information Regarding the EIP. Under the EIP, the Compensation Committee may award incentive stock options,non-qualified stock options, stock appreciation rights, restricted stock, unrestricted stock, stock deliverable on a deferred basis, performance shareequity awards and cash payments. The EIP also limits the maximum number of shares for which awards may be granted to any participant in any year to 1,000,000 shares per participant. The limit on shares available under the EIP, the individual limits, and other award termsbenefits are subject to adjustment to reflect stock splits or stock dividends, combinations, and certain other events. The EIP also includes provisions concerning the treatment of awards upon the termination of service of an individual employee, and in the case of a change in control of the Company, merger or similar corporate transactiongoverned by the Company. Grantsterms of awardsthose programs, as described under “Executive Compensation Tables – Potential Post-Employment Payments to our CEO and other named executive officers are presented to the Board of Directors by the Compensation Committee and are ratified by our Board of Directors.Named Executive Officers” below.
Other Elements of Compensation
Employee Stock Payroll Deduction Plan. The Company maintains the Employee Stock Payroll Deduction Plan (the “ESPDP”), adopted in July 2004, to provide employees, including our named executive officers, with an opportunity to purchase shares of the Company’s common stock through payroll deductions at a 15% discount from the market price. The ESPDP is a qualified plan under Section 423 of the Internal Revenue Code. Shares of the Company’s common stock purchased under the ESPDP have aone-year holding period requirement before employees can sell the shares. The Compensation Committee believes the ESPDP is an attractive benefit that assists the Company in retaining key employees, securing new qualified employees and providing incentives for employees to work towards achieving the Company’s key objectives because it gives employees access to the Company’s equity at a discounted price.price and provides additional ties to shareholder value creation.
Pension and Post-Retirement Benefits.Benefits. The Company does not maintain a defined benefit pension plan or retiree medical coverageplan for theour named executive officers.officers, though we have agreed to provide reimbursement of certain medical expenses to certain individuals who had previously served as our Chief Executive Officer.
Deferred Compensation. The Company maintains the Domino’s Pizza Deferred Compensation Plan (the “DCP”), a nonqualifiednon-qualified elective deferred compensation plan, under which our named executive officers, a select group of
DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT 45 |
Compensation Discussion and Analysis (continued) |
management or highly-compensatedhighly compensated employees and our Directorsdirectors are permitted to defer their own compensation. Deferred amounts under the DCP are notionally invested in mutual funds or other investments available under the DCP. The Company does not provide an employer match for amounts deferred in the DCP or otherwise make employer contributions to the DCP. The DCP is described more fully under“Non-Qualified Deferred Compensation” below.
Perquisites. The Company makes a limited number of perquisites available to our named executive officers. The Company covers expenses for each participating named executive officer for the completion of an annual comprehensive physical for the executive and histheir spouse. The Company also covers an executive’s annual membership fee for a physician group where the annual physical is provided, along with other preventive care. The Company also reimburses each named executive officer for their personal purchases of Domino’s food items. Mr. DoyleNamed executive officers may also receive certain relocation benefits in connection with their hire. Our CEO is also entitled to a certain number of hours of personal use of the Company’s aircraft, as described below. Detailed information regarding the perquisites provided to theour named executive officers is set forth in the Summary Compensation Table in this Proxy Statement.
Other Benefits. The Company also maintains a benefits program comprised of retirement income and group insurance plans. The objective of the program is to provide our named executive officers and certain other full-timeeligible employees with reasonable and competitive levels of benefits for the four contingencies (retirement, death, disability and illness), which that will interrupt the eligible employee’s employment and/or income received as an active employee. The retirement program consists of two savings plans: (i) anon-qualified deferred compensation plan (the DCP referenced above), and (ii) atax-qualified 401(k) savings plan, which includes a Roth savings option (the “Domino’s Pizza 401(k) Savings Plan”). As of December 31, 2023, the Domino’s Pizza 401(k) Savings Plan). The 401(k) savings plan isPlan was open to all employees age 2118 or older who have also worked at least 1,000 hours for the Company. Effective January 1, 2018, the age requirement was lowered toBeginning in fiscal 2024, employees age 18 or older.older who have also worked at least 60 days for the Company will be eligible to participate in the Domino’s Pizza 401(k) Savings Plan. The Company provides a match on employee 401(k) contributions equal to 100% on the first 3%5% of eligible compensation contributed by employees into their 401(k) accounts and 50% of the next 2% of eligible employee 401(k) contributions.
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accounts.
The Company’s group insurance program consists of life, disability and health insurance benefit plans that are offered to all full-time employees.employees who work at least 30 hours each week. Additionally, umbrella insurance premiums are paid by the Company for participating named executive officers, and the amounts paid are recorded as compensation (and included in the Summary Compensation Table) for such named executive officers. This umbrella insurance provides high limits of liability to protect the named executive officer against a catastrophic liability loss and stacks on top of the executive’s homeowners, personal auto, watercraft, and any other underlying liability policies. Umbrella insurance covers bodily injury, property damage, and personal injury, which includes offenses such as libel, slander, false arrest, invasion of privacy, and others.
Compensation for Chief Executive Officer
Mr. Doyle’s annualWeiner’s base salary of $1,025,000,$875,000 became effective since Marchwith his promotion to Chief Executive Officer, which commenced on May 1, 2016,2022, and was unchanged by the Compensation Committee for the 20172023 fiscal year. Mr. Doyle entered into anWeiner’s employment agreement in March 2015 that grants him an annual allotment of 45 hours of personal use of the Company’s corporate aircraft during the term of the agreement at no charge to him to address bona fide business-oriented security concerns. For any personal use over the allotted 45 hours per year, the Company has a time-sharing agreement with Mr. Doyle that requires him to reimburse the Company for such personal use of the Company’s corporate aircraft pursuant to a statutory formula. The employment agreement also provides that Mr. Doyle will be eligible for an annual performance incentive that is targeted at 200% of his annual base salary, the actual amount of which is based on the Company’s achievement of applicable performance targets under the AIP.
In December 2016, WTW provided an executive officer compensation study (the “2016 Study”) to the Compensation Committee that reflected relevant quick service restaurant and hospitality industry compensation levels, as described in more detail under “Benchmarking and Peer Group” above. Among other factors, the Compensation Committee considered the results of the 2016 Study when it made decisions relative to Mr. Doyle’s compensation for fiscal 2017. For fiscal 2017, the Compensation Committee elected to (i) keep Mr. Doyle’s annual base salary at $1,025,000 per year (approximately the 2016 Study market median of $1,030,000), (ii) keep his target performance incentive at 200% of his annual base salary, and (iii) increase his target long-term incentive compensation to 350% of his annual base salary for fiscal 2017.
In December 2017, WTW provided an executive officer compensation study (the “2017 Study”) to the Compensation Committee using a consistent methodology as the 2016 Study, to be considered when making decisions relative to Mr. Doyle’s compensation for fiscal 2018. For fiscal 2018, the Compensation Committee elected to keep Mr. Doyle’s annual base salary and target performance incentive at the same level as fiscal 2017, as discussed above. Given the announcement of Mr. Doyle’s resignation from the Company on June 30, 2018, the Compensation Committee awarded Mr. Doyleone-half of his target long-term incentive compensation, for a target value of 175% of his annual base salary, and his performance incentive payout would be prorated at 50% based on amid-year departure.
In February 2017, Mr. Doyle was awarded, as approved by the Board of Directors, long-term incentive compensation in the form of an equity grant under the EIP consisting of: (i) a stock option award of 45,200 shares with a four-year graded vesting period, aten-year term and an exercise price equal to the closing price of our common stock on the date of the grant, and (ii) a performance share award of 7,720 shares that vest equally over four years in separate tranches. The stock options and performance shares have the same terms and conditions as those described under “Long-term Incentive Compensation” above. In February 2018, Mr. Doyle was granted long-term incentive compensation awards under the EIP, as approved by the Board of Directors, consisting of: (i) a stock option award of 20,450 shares, and (ii) a performance share award of 3,430 shares, both with the same terms as the equity grants received in 2017.
The Compensation Committee has continued the Company’s practice of using performance-based awards, consisting of stock options and performance shares, for equity compensation to the CEO and other executive officers. The philosophy behind this practice is that stock options and performance shares require strong financial performance in order for the CEO and other executives to earn compensation.
The Compensation Committee believes that Mr. Doyle’s compensation is appropriate in relation to his experience, skills, past performance and market data. It believes that Mr. Doyle’s annual base salary in 2017 is an appropriate annual base salary for the CEO as it is at approximately 100% of the market median according to the 2016 Study. Mr. Doyle’s 2017
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annual performance incentive target is above the market median and his long-term incentive compensation is below the market median, resulting in his total direct compensation being above the market median. Mr. Doyle has more than eight years of experience as CEO of the Company and has served in an executive capacity at the Company for more than 20 years. He has overseen tremendous sales, store growth and earnings growth during his tenure. The Compensation Committee and Board of Directors have increased his compensation commensurate with these results.
Further, the Compensation Committee believes Mr. Doyle’s compensation package effectively links shareholder and financial performance to Mr. Doyle’s total direct compensation through the use of long-term incentive compensation awards and cash compensation that is primarily based on Company performance. With respect to financial performance, the Company’s global retail sales, anon-GAAP measure calculated as total worldwide retail sales at Company-owned and franchise stores (as reported by franchisees), has increased over 95% during Mr. Doyle’s eight-year tenure as CEO, and the Company’s segment income has increased 117% during this time. The Company believes that global retail sales information is useful in analyzing revenues because franchisees pay royalties that are based on a percentage of franchise retail sales. The Company reviews comparable industry global retail sales information to assess business trends and to track the growth of the Domino’s brand. In addition, supply chain revenues are directly impacted by changes in franchise retail sales. Retail sales for franchise stores are reported to the Company by its franchisees and are not included in Company revenues. The price of the Company’s common stock has increased from $13.79 per share on Mr. Doyle’s start date to $222.96 per share, or 1,517%, during Mr. Doyle’s eight-year tenure as CEO.
In January 2018, Mr. Doyle announced his resignation from his position as CEO and Director of the Company effective June 30, 2018.
Compensation for New Chief Executive Officer
In January 2018, the Company’s Board of Directors appointed Mr. Allison to succeed Mr. Doyle as CEO, effective July 1, 2018, and intends to appoint him to replace Mr. Doyle as a Director on or after July 1, 2018. In January 2018, Mr. Allison entered into a new employment agreement with the Company, effective July 1, 2018, under which he will receive (i) a base salary of $865,000, (ii) an annual incentive bonus target of 200% of his base salary, (iii) an annual equity award, consisting of performance shares and stock options, with a target value equal to 250% of his base salary, and (iv) a special equity award consisting of a restricted stock award with a grant date value of $4,750,000 that will vest 100% on the fourth anniversary of the grant, generally subject to his continued employment through such date.also grants Mr. Allison’s employment agreement grants himWeiner an annual allotment of 45 hours of personal use of the Company’s corporate aircraft at no charge to him during the term of the agreement. Mr. AllisonWeiner entered into a time-sharing agreement with the Company requiring him to reimburse the Company for personal use over his allotted hours based upon a statutory formula. Mr. Allison willWeiner is not be provided with a taxgross-up with respect to his personal use of the Company’s corporate aircraft.
In March 2023, the Compensation Committee approved long-term incentive compensation in the form of an equity grant under the EIP to Mr. Weiner consisting of: (i) a PSU award of 11,661 stock units (at target) with a three-year performance period, (ii) an RSU award of 5,831 stock units that vest equally over a three-year period in separate tranches and (iii) a stock option award of 19,179 shares that vest equally over a three-year period, has a ten-year term and an exercise price equal to the closing price of the Company’s common stock on the date of grant. The PSUs, RSUs and stock options have the same terms and conditions as those described under “—Long-term Incentive Compensation” above.
46 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
Compensation Discussion and Analysis (continued) |
Based on the Meridian Analysis, Mr. Weiner’s annual base salary in 2023 was below the market median, his 2023 annual performance incentive target was above the market median and his long-term incentive compensation was below the market median, resulting in his total direct compensation being below the market median. The Compensation Committee determined the terms of Mr. Allison’s compensation as CEO with input from WTW and after reviewing his current compensation arrangements and the compensation of chief executive officers at peer group companies with similar backgrounds and experience. The Company’s Board of Directors approved his new compensation terms and employment agreement.
Compensation for New Chief Operating Officer and President of the Americas
In connection with his appointment as Chief Operating Officer and President of the Americas, in January 2018, Mr. Weiner entered into a new employment agreement with the Company, effective July 1, 2018, under which he will receive (i) a base salary of $725,000, (ii) an annual incentive bonus target of 150% of his base salary, (iii) a 2018 annual equity award, consisting of performance shares and stock options, with a target value equal to 200% of his base salary, and (iv) a special equity award consisting of a restricted stock award with a grant date value of $3,275,000 that will vest 100% on the fourth anniversary of the grant, generally subject to his continued employment through such date. The Compensation Committee determined the terms ofevaluates Mr. Weiner’s compensation in relation to market data and other factors, including his new position with inputlimited tenure as CEO. While the Compensation Committee generally positions target total direct compensation at the median level of the applicable benchmark, as described above, it believes that Mr. Weiner’s compensation is appropriate in relation to his limited tenure as CEO, experience, scale of the Company and other relevant market data. Further, the Compensation Committee believes Mr. Weiner’s compensation package effectively links shareholder and financial performance to his total direct compensation through the use of long-term incentive compensation awards and cash compensation that is primarily based on Company performance.
In December 2023, Meridian provided the Meridian Analysis, which the Compensation Committee considered, among other factors, when it increased Mr. Weiner’s annual base salary in February 2024 from WTW. The Company’s Board of Directors approved his new compensation terms and employment agreement.$875,000 to $925,000 for 2024.
Each of our named executive officers is party to a written agreement that governs their employment with the Company and includes both severance provisions as well as restrictive covenants that apply for two years following termination of
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employment. The provisions of the employment agreements relating to termination of employment and severance are described in more detail under “Potential Post-Employment Payments to Named Executive Officers.” We believe entering intonon-competition andnon-solicitation arrangements with our named executive officers is important to protect the Company following the cessation of their employment and we also believe that severance provisions help attract and retaintop-performing executive officers.officers in a competitive market environment.
The Compensation Committee reviews the Company’s stock ownership guidelines annually. In July 2015, the Compensation Committee amended theThe current guidelines to require stock ownership after fivean accumulation period (five years of employment or service with the Company at the individual’s current executive levellevel) equal to fivesix times base salary for theour CEO, five times annual cash retainer for our directors, four times base salary for President-level executives, and three times base salary for the other named executive officers. Unvested PSUs and unexercised stock options (both vested and unvested) do not count toward this ownership requirement. These stock ownership guidelines are designed to align management’s and shareholders’ interests and to encourage loyalty and long-term focus of executives. All of our named executive officers and directors who have completed their respective accumulation period under the guidelines are in compliance with such guidelines.
Clawback PolicyRecoupment of Previously Paid Incentive Compensation
TheIn 2023, the Compensation Committee has adopted a clawback policythe Domino’s Pizza, Inc. Policy for Recoupment of Incentive Compensation (the “Recoupment Policy”), which provides thatadheres to the listing standards of the NYSE and the rules of the SEC. The Recoupment Policy requires the Committee to recoup certain cash and equity incentive compensation paid to or deferred by certain executives in the event ofthe Company is required to prepare an accounting restatement due to materialnon-compliance noncompliance with any financial reporting requirementsrequirement under the U.S. federal securities laws,laws. Under the Recoupment Policy, the Compensation Committee has the right to use reasonable efforts to recover from any of our current or former executive officers who are subject to Section 16 of the Exchange Act and who receivedwill require recoupment if it determines that incentive-based compensation (including annual cash incentives, performance-based compensation and time-based equity and equity-based awards) during the three-year period preceding the announcementreceived by the Company of its financial statement restatement. Such recovery shall be equal toan executive exceeds the amount of excessincentive-based compensation awarded or paid to such executive officer as a result ofthat otherwise would have been received, had it been calculated based on the misstatement. This policy applies to cash bonus opportunities and performance-based compensation awards made on or after December 29, 2014. This clawback policy is intended to be interpreted in a manner consistent with any applicable rules or regulations adopted by the SEC or the NYSE as contemplated by the Dodd-Frank Act and any other applicable law and shall otherwise be interpreted by the Compensation Committee.restated amounts.
Tax and Accounting Considerations
Section 162(m) generally limits the tax deductibility of annual compensation paid by a publicly-held company to $1,000,000 per employee per year for certain executive officers. However, for 2017 and prior years, this limitation generally did not apply to performance-based compensation under a plan that was approved by the shareholders of a company that also meetsofficers (and beginning in 2018, certain other technical requirements. This performance-based compensation exception was repealed for taxable years beginning after December 31, 2017 and certain other changes were made to Section 162(m) and, as a result, compensation paid to certain current or former executive officers in excess of $1,000,000 per year will generally not be deductible unless it qualifies for transition relief applicableofficers), subject to certain legally binding contracts that were in effect as of November 2, 2017.limited exceptions. The Compensation Committee believes that its primary responsibility is to provide an executive compensation program that meets the objectives described above, even if the compensation paid or provided may not qualify for full or partial deductibility. The Company has utilized performance-based compensation programs that were intended to meet the requirements for performance-based compensation under Section 162(m) in the past; however, the Compensation Committee also realizes that in order to attractpaid and retain individuals with superior talent, it must have the flexibilitywill continue to pay and it has paid,executive compensation that is not fully deductible under Section 162(m). The Compensation Committee views theapplicable tax deductibility of executive compensation as one factor to be considered in the context of an overall compensation philosophy, but not the only factor. The Compensation Committee will continue to monitor the effect of tax reform of its executive compensation program.law.
DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT 47 |
Compensation Discussion and Analysis (continued) |
Risk Assessment Disclosure
In February 2017,of each year, the Compensation Committee, in consultation with WTWits independent compensation consultant and senior human resource executives of the Company, reviewedreviews the risk assessment for risks associated with the Company’s compensation practices and policies for employees for the 2017 fiscal year.employees. Based upon the assessment performed for the 2023 fiscal year, and most recently for the 2024 fiscal year, the Compensation Committee believes that, through the counterbalance of risk-taking incentives and risk-mitigating features guided by relevant market practices and Company goals, the Company’s compensation practices and policies do not encourage unnecessary or excessive risk taking and are not reasonably likely to have a material adverse effect on the financial results of the Company.
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Summary Compensation Table for 20172023
The following table below summarizes the total compensation awarded or paid to, or earned by each of theour named executive officers forin fiscal 2023, and, to the extent applicable to the individual, 2022 and 2021. A description of each component of our executive compensation package is described under the Company’s last three completed fiscal years (or the named executive officer’s period of employment with the Company, if less).heading “Compensation Discussion and Analysis,” which begins on page 30. All information set forth in this table reflects compensation earned by these individuals for services with Domino’s.the Company.
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non- qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(3) | Total ($) | |||||||||||||||||||||||||||
J. Patrick Doyle President, Chief Executive Officer | 2017 | 1,025,000 | — | 1,859,962 | 2,152,876 | 2,498,745 | — | 403,144 | 7,939,727 | |||||||||||||||||||||||||||
2016 | 1,015,192 | — | 1,888,923 | 2,101,620 | 3,292,300 | — | 338,268 | 8,636,303 | ||||||||||||||||||||||||||||
2015 | 965,385 | — | 2,894,463 | 2,047,526 | 2,669,550 | — | 400,489 | 8,977,413 | ||||||||||||||||||||||||||||
Richard E. Allison, Jr. President, Domino’s International | 2017 | 610,000 | — | 428,582 | 375,443 | 743,529 | — | 46,932 | 2,204,486 | |||||||||||||||||||||||||||
2016 | 580,000 | — | 472,286 | 350,238 | 931,480 | — | 68,572 | 2,402,576 | ||||||||||||||||||||||||||||
2015 | 550,000 | — | 567,657 | 325,010 | 752,950 | — | 54,266 | 2,249,883 | ||||||||||||||||||||||||||||
Russell J. Weiner President, Domino’s U.S.A. | 2017 | 610,000 | — | 428,582 | 375,443 | 743,529 | — | 70,384 | 2,227,938 | |||||||||||||||||||||||||||
2016 | 580,000 | — | 481,839 | 350,238 | 931,480 | — | 51,532 | 2,395,089 | ||||||||||||||||||||||||||||
2015 | 550,000 | — | 746,294 | 325,010 | 752,950 | — | 66,893 | 2,441,147 | ||||||||||||||||||||||||||||
Jeffrey D. Lawrence Executive Vice President, Chief Financial Officer | 2017 | 460,000 | — | 345,944 | 250,466 | 560,694 | — | 40,213 | 1,657,317 | |||||||||||||||||||||||||||
2016 | 420,000 | — | 311,274 | 237,581 | 674,520 | — | 36,001 | 1,679,376 | ||||||||||||||||||||||||||||
2015 | 278,844 | — | 323,862 | 307,077 | 333,283 | — | 23,584 | 1,266,650 | ||||||||||||||||||||||||||||
Kevin S. Morris Executive Vice President, General Counsel(4) | 2017 | 416,596 | 130,000 | (5) | 199,389 | 393,072 | 264,382 | — | 135,313 | 1,538,751 | ||||||||||||||||||||||||||
2016 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
2015 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | Change in Pension ($) | All Other Compensation ($)(4) | Total ($) | |||||||||||||||||||||||||||
Russell J. Weiner Chief Executive Officer | 2023 | 875,000 | — | 5,320,715 | 1,750,084 | 1,860,250 | — | 329,814 | 10,135,862 | |||||||||||||||||||||||||||
2022 | 840,385 | — | 3,095,217 | 1,458,441 | 800,870 | — | 441,819 | 6,636,731 | ||||||||||||||||||||||||||||
2021 | 775,000 | — | 1,790,857 | 387,579 | 1,610,063 | — | 51,418 | 4,614,916 | ||||||||||||||||||||||||||||
Sandeep Reddy Executive Vice President, Chief Financial Officer | 2023 | 682,692 | — | 1,961,542 | 970,900 | 728,155 | — | 73,555 | 4,416,844 | |||||||||||||||||||||||||||
2022 | 495,865 | 1,000,000 | 3,517,181 | 421,985 | 336,150 | — | 109,609 | 5,880,790 | ||||||||||||||||||||||||||||
2021 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
Joseph H. Jordan President, U.S. & Global Services | 2023 | 623,077 | — | 2,273,206 | 1,125,021 | 1,004,535 | — | 522,018 | 5,547,857 | |||||||||||||||||||||||||||
2022 | 561,923 | — | 1,181,101 | 375,065 | 399,768 | — | 830,833 | 3,348,689 | ||||||||||||||||||||||||||||
2021 | 490,000 | — | 741,433 | 183,836 | 678,650 | — | 515,141 | 2,609,060 | ||||||||||||||||||||||||||||
Kelly E. Garcia Executive Vice President, Chief Technology Officer | 2023 | 519,231 | — | 1,515,269 | 750,075 | 558,075 | — | 38,743 | 3,381,393 | |||||||||||||||||||||||||||
2022 | 482,692 | — | 820,451 | 250,043 | 249,000 | — | 31,491 | 1,833,678 | ||||||||||||||||||||||||||||
2021 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
Arthur P. D’Elia Executive Vice President, International | 2023 | 519,231 | — | 1,515,269 | 750,075 | 558,075 | — | 37,667 | 3,380,317 | |||||||||||||||||||||||||||
2022 | 487,308 | — | 800,910 | 250,043 | 249,000 | — | 40,147 | 1,827,409 | ||||||||||||||||||||||||||||
2021 | — | — | — | — | — | — | — | — |
(1) | Reflects increases in base salary that took effect during 2023 as described under “Compensation Discussion and Analysis—Components of Total Direct Compensation—Annual Base Salary.” |
(2) | The dollar amounts listed do not necessarily reflect the dollar amounts of compensation actually realized or that may be realized by our named executive officers. The |
The dollar amounts listed do not necessarily reflect the dollar amounts of compensation actually realized or that may be realized by our named executive officers. The amounts listed reflect the grant date fair value of stock option awards granted pursuant to our EIP, determined in accordance with ASC 718, |
The |
DOMINO’S PIZZA, INC. |
Executive Compensation Tables(continued)
|
The following table below shows amounts under the All Other Compensation column for 2017:2023:
Name | Year | Perquisites ($)(1) | Insurance ($)(2) | Company ($)(3) | Tax ($)(4) | Dividends ($)(5) | Total ($) | |||||||||||||||||||||
J. Patrick Doyle(6) | 2017 | 213,468 | 4,512 | 10,800 | 73,729 | 100,635 | 403,144 | |||||||||||||||||||||
Richard E. Allison, Jr. | 2017 | 5,872 | 3,284 | 10,800 | 6,607 | 20,369 | 46,932 | |||||||||||||||||||||
Russell J. Weiner | 2017 | 11,255 | 6,390 | 10,800 | 14,080 | 27,859 | 70,384 | |||||||||||||||||||||
Jeffrey D. Lawrence | 2017 | 6,678 | 4,760 | 10,800 | 8,644 | 9,331 | 40,213 | |||||||||||||||||||||
Kevin S. Morris | 2017 | 90,444 | 3,642 | 6,488 | 34,739 | — | 135,313 |
Name | Year | Perquisites and ($)(1) | Insurance Premiums / Medical Reimbursements ($)(2) | Company Contributions to Retirement, 401(k) and ($)(3) | Tax Reimbursements ($)(4) | Dividends ($)(5) | Total ($) | |||||||||||||||||||||
Russell J. Weiner | 2023 | 262,069 | 11,750 | 16,500 | 11,672 | 27,823 | 329,814 | |||||||||||||||||||||
Sandeep Reddy | 2023 | 14,013 | 9,218 | 16,500 | 17,854 | 15,970 | 73,555 | |||||||||||||||||||||
Joseph H. Jordan | 2023 | 5,428 | 9,011 | 16,500 | 480,563 | 10,516 | 522,018 | |||||||||||||||||||||
Kelly E. Garcia | 2023 | 3,726 | 4,703 | 16,500 | 4,568 | 9,246 | 38,743 | |||||||||||||||||||||
Arthur P. D’Elia | 2023 | 1,604 | 8,303 | 15,335 | 4,044 | 8,381 | 37,667 |
(1) | Amounts in this column include personal usage of |
(2) | Mr. |
(3) | Represents the amount of the Company match made to the Domino’s Pizza 401(k) Savings Plan described above for each named executive officer. |
(4) | Mr. |
(5) | Represents dividends paid by the Company on a quarterly basis on stock awards, including dividends accrued on unvested restricted stock units and unvested performance shares, that were paid during |
|
Executive Compensation Tables(continued)
|
Grants of Plan-Based Awards
The following table sets forth information concerningnon-equity incentive plan awards and individual awards of stock options, RSUs and performance sharesPSUs granted during the fiscal year ended December 31, 20172023 to each of the named executive officers.
Estimated Future Payouts Under Non-Equity Incentive Plan Awards |
Estimated Future Payouts Under | All Other Option Awards: Number of Securities Underlying Options (#)(5) | Exercise of Base Price of Option Awards ($/Sh)(6) | Grant Date Fair Value of Stock and Option Awards ($)(7) | ||||||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold ($)(1) | Target ($)(2) | Maximum ($)(3) | Threshold (#) | Target (#)(4) | Maximum (#) | |||||||||||||||||||||||||||||||||
J. Patrick Doyle | 0 | 2,050,000 | 5,000,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
2/15/2017 | — | — | — | — | — | — | 45,200 | 185.94 | 2,152,876 | |||||||||||||||||||||||||||||||
2/15/2017 | — | — | — | — | 1,930 | (8) | — | — | — | 358,864 | ||||||||||||||||||||||||||||||
12/12/2017 | — | — | — | — | 7,944 | (9) | — | — | — | 1,501,098 | ||||||||||||||||||||||||||||||
Richard E. Allison, Jr. | 0 | 610,000 | 1,525,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
7/19/2017 | — | — | — | — | — | — | 7,330 | 212.52 | 375,443 | |||||||||||||||||||||||||||||||
7/19/2017 | — | — | — | — | 442 | (10) | — | — | — | 93,934 | ||||||||||||||||||||||||||||||
12/12/2017 | — | — | — | — | 1,771 | (11) | — | — | — | 334,648 | ||||||||||||||||||||||||||||||
Russell J. Weiner | 0 | 610,000 | 1,525,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
7/19/2017 | — | — | — | — | — | — | 7,330 | 212.52 | 375,443 | |||||||||||||||||||||||||||||||
7/19/2017 | — | — | — | — | 442 | (10) | — | — | — | 93,934 | ||||||||||||||||||||||||||||||
12/12/2017 | — | — | — | — | 1,771 | (11) | — | — | — | 334,648 | ||||||||||||||||||||||||||||||
Jeffrey D. Lawrence | 0 | 460,000 | 1,150,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
7/19/2017 | — | — | — | — | — | — | 4,890 | 212.52 | 250,466 | |||||||||||||||||||||||||||||||
7/19/2017 | — | — | — | — | 295 | (12) | — | — | — | 62,693 | ||||||||||||||||||||||||||||||
12/12/2017 | — | — | — | — | 1,499 | (13) | — | — | — | 283,251 | ||||||||||||||||||||||||||||||
Kevin S. Morris | 0 | 217,500 | 543,750 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
1/3/2017 | — | — | — | — | — | — | 4,330 | 158.36 | 175,387 | |||||||||||||||||||||||||||||||
7/19/2017 | — | — | — | — | — | — | 4,250 | 212.52 | 217,685 | |||||||||||||||||||||||||||||||
1/3/2017 | — | — | — | — | 277 | (14) | — | — | — | 43,866 | ||||||||||||||||||||||||||||||
7/19/2017 | — | — | — | — | 257 | (15) | — | — | — | 54,618 | ||||||||||||||||||||||||||||||
12/12/2017 | — | — | — | — | 534 | (16) | — | — | — | 100,905 |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards |
Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh)(5) | Grant Date Fair Value of Stock and Option Awards ($)(6) | |||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold ($)(1) | Target ($)(2) | Maximum ($)(3) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||||
Russell J. Weiner | ||||||||||||||||||||||||||||||||||||||||||||
AIP | 0 | 1,750,000 | 4,375,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
Stock Options | 3/10/2023 | — | — | — | — | — | — | — | 19,179 | 300.16 | 1,750,084 | |||||||||||||||||||||||||||||||||
RSUs(7) | 3/10/2023 | — | — | — | — | — | — | 5,831 | — | — | 1,750,233 | |||||||||||||||||||||||||||||||||
PSUs(8) | 3/10/2023 | — | — | — | 5,831 | 11,661 | 23,322 | — | — | — | 3,569,782 | |||||||||||||||||||||||||||||||||
Sandeep Reddy | ||||||||||||||||||||||||||||||||||||||||||||
AIP | 0 | 685,000 | 1,712,500 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
Stock Options | 3/10/2023 | — | — | — | — | — | — | — | 10,640 | 300.16 | 970,900 | |||||||||||||||||||||||||||||||||
RSUs(7) | 3/10/2023 | — | — | — | — | — | — | 3,235 | — | — | 971,018 | |||||||||||||||||||||||||||||||||
PSUs(8) | 3/10/2023 | — | — | — | 1,618 | 3,235 | 6,470 | — | — | — | 990,525 | |||||||||||||||||||||||||||||||||
Joseph H. Jordan | ||||||||||||||||||||||||||||||||||||||||||||
AIP | 0 | 945,000 | 2,362,500 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
Stock Options | 3/10/2023 | — | — | — | — | — | — | — | 12,329 | 300.16 | 1,125,021 | |||||||||||||||||||||||||||||||||
RSUs(7) | 3/10/2023 | — | — | — | — | — | — | 3,749 | — | — | 1,125,300 | |||||||||||||||||||||||||||||||||
PSUs(8) | 3/10/2023 | — | — | — | 1,875 | 3,749 | 7,498 | — | — | — | 1,147,906 | |||||||||||||||||||||||||||||||||
Kelly E. Garcia | ||||||||||||||||||||||||||||||||||||||||||||
AIP | 0 | 525,000 | 1,312,500 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
Stock Options | 3/10/2023 | — | — | — | — | — | — | — | 8,220 | 300.16 | 750,075 | |||||||||||||||||||||||||||||||||
RSUs(7) | 3/10/2023 | — | — | — | — | — | — | 2,499 | — | — | 750,100 | |||||||||||||||||||||||||||||||||
PSUs(8) | 3/10/2023 | — | — | — | 1,250 | 2,499 | 4,998 | — | — | — | 765,169 | |||||||||||||||||||||||||||||||||
Arthur P. D’Elia | ||||||||||||||||||||||||||||||||||||||||||||
AIP | 0 | 525,000 | 1,312,500 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
Stock Options | 3/10/2023 | — | — | — | — | — | — | — | 8,220 | 300.16 | 750,075 | |||||||||||||||||||||||||||||||||
RSUs(7) | 3/10/2023 | — | — | — | — | — | — | 2,499 | — | — | 750,100 | |||||||||||||||||||||||||||||||||
PSUs(8) | 3/10/2023 | — | — | — | 1,250 | 2,499 | 4,998 | — | — | — | 765,169 |
(1) | Represents the amount to which such executive would be entitled if the Company had achieved |
(2) | Represents the amount to which such executive would be entitled if the Company had achieved 100% of its annual performance |
(3) | Represents the annual maximum amount that such executive would be entitled to receive under the AIP, which is calculated as the lesser of (i) 250% of the executive’s annual performance incentive target |
(4) | Represents stock option awards awarded in March 2023 under the |
(5) | Determined based on |
Represents the total ASC 718 grant date fair value of the option awards, determined in accordance with ASC 718, |
Represents |
(8) | Represents PSUs awarded in March 2023 under |
DOMINO’S PIZZA, INC. |
Executive Compensation Tables(continued)
|
|
|
Outstanding Equity Awards at FiscalYear-End
The following table sets forth information on outstanding option and stock awards for each of the named executive officers as of December 31, 2017:2023:
Option Awards | Stock Awards | Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of |
Number of | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) |
Number of Securities |
Number of Securities | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | |||||||||||||||||||||||||||||||||||||||||||||||||
Name | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
J. Patrick Doyle | 60,000 | 0 | 7.97 | 7/16/2019 | (1) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Russell J. Weiner | 15,960 | 0 | 73.04 | 7/16/2024 | (5) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
166,666 | 0 | 12.43 | 2/25/2020 | (1) | — | — | — | — | 11,780 | 0 | 118.54 | 7/15/2025 | (5) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
83,334 | 0 | 9.43 | 2/25/2020 | (1)(2) | — | — | — | — | 10,850 | 0 | 136.89 | 7/20/2026 | (5) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
62,333 | 0 | 16.49 | 2/23/2021 | (1) | — | — | — | — | 7,330 | 0 | 212.52 | 7/19/2027 | (5) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
124,667 | 0 | 13.49 | 2/23/2021 | (1)(2) | — | — | — | — | 10,030 | 0 | 283.68 | 7/18/2028 | (5) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
78,590 | 0 | 30.48 | 2/23/2022 | (1) | — | — | — | — | 12,240 | 0 | 275.35 | 7/10/2029 | (5) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
31,740 | 0 | 30.48 | 2/23/2022 | (1) | — | — | — | — | 5,325 | 1,775 | 413.68 | 7/15/2030 | (5) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
91,140 | 0 | 45.47 | 2/13/2023 | (3) | — | — | — | — | 2,764 | 1,383 | 367.79 | 3/31/2031 | (6) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
140,480 | 0 | 46.83 | 2/27/2023 | (3)(4) | — | — | — | — | 4,475 | 8,952 | 393.14 | 3/10/2032 | (6) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
58,222 | 19,408 | 70.81 | 2/12/2024 | (3) | — | — | — | — | 0 | 19,179 | 300.16 | 3/10/2033 | (6) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
35,455 | 35,455 | 100.45 | 2/11/2025 | (3) | — | — | — | — | — | — | — | — | — | — | 455 | (7) | 187,565 | |||||||||||||||||||||||||||||||||||||||||||||||
18,347 | 55,043 | 117.61 | 2/23/2026 | (3) | — | — | — | — | — | — | — | — | 703 | (8) | 289,798 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
2,550 | 7,650 | 117.61 | 2/23/2026 | (3) | — | — | — | — | — | — | — | — | 2,474 | (9) | 1,019,857 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
0 | 45,200 | 185.94 | 2/15/2027 | (3) | — | — | — | — | — | — | — | — | 5,831 | (10) | 2,403,713 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
— | — | — | — | — | — | — | — | — | — | — | — | — | — | 1,038 | (11) | 427,895 | ||||||||||||||||||||||||||||||||||||||||||||||||
— | — | — | — | — | — | 3,920 | 740,723 | — | — | — | — | — | — | 3,710 | (12) | 1,529,373 | ||||||||||||||||||||||||||||||||||||||||||||||||
— | — | — | — | — | — | 6,796 | 1,284,172 | — | — | — | — | — | — | 11,661 | (13) | 4,807,014 | ||||||||||||||||||||||||||||||||||||||||||||||||
— | — | — | — | — | — | 7,845 | 1,482,391 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sandeep Reddy | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sandeep Reddy | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sandeep Reddy | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sandeep Reddy | 1,229 | 2,460 | 397.18 | 4/1/2032 | (6) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
— | — | — | — | — | — | 7,720 | 1,458,771 | 0 | 10,640 | 300.16 | 3/10/2033 | (6) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
— | — | — | — | 1,417 | (14) | 584,130 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Richard E. Allison, Jr. | 33,333 | 0 | 17.53 | 3/14/2021 | (1) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
— | — | — | — | 2,832 | (15) | 1,167,435 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
— | — | — | — | 3,235 | (10) | 1,333,564 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
— | — | — | — | — | — | 1,063 | (16) | 438,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
— | — | — | — | — | — | 3,235 | (13) | 1,333,564 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Joseph H. Jordan | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Joseph H. Jordan | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Joseph H. Jordan | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Joseph H. Jordan | 2,630 | 0 | 118.54 | 7/15/2025 | (5) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
11,667 | 0 | 14.53 | 3/14/2021 | (1)(2) | — | — | — | — | 3,100 | 0 | 136.89 | 7/20/2026 | (5) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
1,666 | 0 | 25.78 | 7/20/2021 | (1) | — | — | — | — | 2,350 | 0 | 136.89 | 7/20/2026 | (5) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
3,334 | 0 | 22.78 | 7/20/2021 | (1)(2) | — | — | — | — | 4,870 | 0 | 168.21 | 11/7/2026 | (5) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
9,690 | 0 | 32.69 | 7/20/2022 | (1) | — | — | — | — | 2,450 | 0 | 212.52 | 7/19/2027 | (5) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
19,670 | 0 | 46.83 | 2/27/2023 | (3)(4) | — | — | — | — | 3,620 | 0 | 232.43 | 4/9/2028 | (5) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
14,480 | 0 | 63.05 | 7/17/2023 | (3) | — | — | — | — | 3,520 | 0 | 275.35 | 7/10/2029 | (5) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
11,332 | 3,778 | 73.04 | 7/16/2024 | (3) | — | — | — | — | 1,687 | 563 | 413.68 | 7/15/2030 | (5) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
5,890 | 5,890 | 118.54 | 7/15/2025 | (3) | — | — | — | — | 1,311 | 656 | 367.79 | 3/31/2031 | (6) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
2,712 | 8,138 | 136.89 | 7/20/2026 | (3) | — | — | — | — | 1,151 | 2,302 | 393.14 | 3/10/2032 | (6) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
0 | 7,330 | 212.52 | 7/19/2027 | (3) | — | — | — | — | 0 | 12,329 | 300.16 | 3/10/2033 | (6) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
— | — | — | — | — | — | — | — | — | — | — | — | — | — | 145 | (7) | 59,773 | ||||||||||||||||||||||||||||||||||||||||||||||||
— | — | — | — | — | — | 1,089 | 205,777 | — | — | — | — | 334 | (8) | 137,685 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
— | — | — | — | — | — | 1,376 | 260,009 | — | — | — | — | 1,272 | (9) | 524,357 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
— | — | — | — | — | — | 1,920 | 362,803 | — | — | — | — | 3,749 | (10) | 1,545,450 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
— | — | — | — | — | — | 1,770 | 334,459 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Russell J. Weiner | 16,666 | 0 | 12.32 | 7/20/2020 | (1) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
8,334 | 0 | 9.32 | 7/20/2020 | (1)(2) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
5,000 | 0 | 25.78 | 7/20/2021 | (1) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
10,000 | 0 | 22.78 | 7/20/2021 | (1)(2) | — | — | — | — |
52 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
|
Executive Compensation Tables(continued)
|
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||
Number of |
Number of | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | |||||||||||||||||||||||||
Name | Exercisable | Unexercisable | ||||||||||||||||||||||||||||||
9,690 | 0 | 32.69 | 7/20/2022 | (1) | — | — | — | — | ||||||||||||||||||||||||
37,020 | 0 | 46.83 | 2/27/2023 | (3)(4) | — | — | — | — | ||||||||||||||||||||||||
17,110 | 0 | 63.05 | 7/17/2023 | (3) | — | — | — | — | ||||||||||||||||||||||||
11,970 | 3,990 | 73.04 | 7/16/2024 | (3) | — | — | — | — | ||||||||||||||||||||||||
5,890 | 5,890 | 118.54 | 7/15/2025 | (3) | — | — | — | — | ||||||||||||||||||||||||
2,712 | 8,138 | 136.89 | 7/20/2026 | (3) | — | — | — | — | ||||||||||||||||||||||||
0 | 7,330 | 212.52 | 7/19/2027 | (3) | — | — | — | — | ||||||||||||||||||||||||
— | — | — | — | — | — | — | — | |||||||||||||||||||||||||
— | — | — | — | — | — | 1,149 | 217,115 | |||||||||||||||||||||||||
— | — | — | — | — | — | 1,376 | 260,009 | |||||||||||||||||||||||||
— | — | — | — | — | — | 1,920 | 362,803 | |||||||||||||||||||||||||
— | — | — | — | — | — | 1,770 | 334,459 | |||||||||||||||||||||||||
Jeffrey D. Lawrence | 4,000 | 0 | 7.97 | 7/16/2019 | (1) | — | — | — | — | |||||||||||||||||||||||
1,470 | 0 | 63.05 | 7/17/2023 | (3) | — | — | — | — | ||||||||||||||||||||||||
1,972 | 658 | 73.04 | 7/16/2024 | (3) | — | — | — | — | ||||||||||||||||||||||||
1,030 | 1,030 | 118.54 | 7/15/2025 | (3) | — | — | — | — | ||||||||||||||||||||||||
4,535 | 4,535 | 118.54 | 7/15/2025 | (3) | — | — | — | — | ||||||||||||||||||||||||
1,840 | 5,520 | 136.89 | 7/20/2026 | (3) | — | — | — | — | ||||||||||||||||||||||||
0 | 4,890 | 212.52 | 7/19/2027 | (3) | — | — | — | — | ||||||||||||||||||||||||
— | — | — | — | — | — | — | — | |||||||||||||||||||||||||
— | — | — | — | — | — | 379 | 71,616 | |||||||||||||||||||||||||
— | — | — | — | — | — | 480 | 90,701 | |||||||||||||||||||||||||
— | — | — | — | — | — | 1,056 | 199,542 | |||||||||||||||||||||||||
— | — | — | — | — | — | 1,305 | 246,593 | |||||||||||||||||||||||||
— | — | — | — | — | — | 1,180 | 222,973 | |||||||||||||||||||||||||
Kevin S. Morris | 0 | 4,330 | 158.36 | 1/3/2027 | (3) | — | — | — | — | |||||||||||||||||||||||
0 | 4,250 | 212.52 | 7/19/2027 | (3) | — | — | — | — | ||||||||||||||||||||||||
— | — | — | — | — | — | 1,110 | 209,746 | |||||||||||||||||||||||||
— | — | — | — | — | — | 1,030 | 194,629 |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||
Number of Securities |
Number of Securities | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | |||||||||||||||||||||||||
Name | Exercisable | Unexercisable | ||||||||||||||||||||||||||||||
— | — | — | — | — | — | 493 | (11) | 203,229 | ||||||||||||||||||||||||
— | — | — | — | — | — | 954 | (12) | 393,267 | ||||||||||||||||||||||||
— | — | — | — | — | — | 3,749 | (13) | 1,545,450 | ||||||||||||||||||||||||
Kelly E. Garcia | 2,200 | 0 | 118.54 | 7/15/2025 | (5) | — | — | — | — | |||||||||||||||||||||||
1,950 | 0 | 136.89 | 7/20/2026 | (5) | — | — | — | — | ||||||||||||||||||||||||
4,870 | 0 | 168.21 | 11/7/2026 | (5) | — | — | — | — | ||||||||||||||||||||||||
1,540 | 0 | 212.52 | 7/19/2027 | (5) | — | — | — | — | ||||||||||||||||||||||||
1,370 | 0 | 283.68 | 7/18/2028 | (5) | — | — | — | — | ||||||||||||||||||||||||
1,010 | 0 | 275.35 | 7/10/2029 | (5) | — | — | — | — | ||||||||||||||||||||||||
290 | 0 | 275.35 | 7/10/2029 | (5) | — | — | — | — | ||||||||||||||||||||||||
502 | 168 | 413.68 | 7/15/2030 | (5) | — | — | — | — | ||||||||||||||||||||||||
135 | 45 | 413.68 | 7/15/2030 | (5) | — | — | — | — | ||||||||||||||||||||||||
255 | 85 | 433.78 | 10/2/2030 | (5) | — | — | — | — | ||||||||||||||||||||||||
758 | 379 | 367.79 | 3/31/2031 | (6) | — | — | — | — | ||||||||||||||||||||||||
767 | 1,535 | 393.14 | 3/10/2032 | (6) | — | — | — | — | ||||||||||||||||||||||||
0 | 8,220 | 300.16 | 3/10/2033 | (6) | — | — | — | — | ||||||||||||||||||||||||
— | — | — | — | — | — | 129 | (7) | 53,178 | ||||||||||||||||||||||||
— | — | — | — | — | — | 35 | (7) | 14,428 | ||||||||||||||||||||||||
— | — | — | — | — | — | 24 | (17) | 9,894 | ||||||||||||||||||||||||
— | — | — | — | 193 | (8) | 79,560 | — | — | ||||||||||||||||||||||||
— | — | — | — | 848 | (9) | 349,571 | — | — | ||||||||||||||||||||||||
— | — | — | — | 2,499 | (10) | 1,030,163 | — | — | ||||||||||||||||||||||||
— | — | — | — | — | — | 285 | (11) | 117,486 | ||||||||||||||||||||||||
— | — | — | — | — | — | 636 | (12) | 262,178 | ||||||||||||||||||||||||
— | — | — | — | — | — | 2,499 | (13) | 1,030,163 | ||||||||||||||||||||||||
Arthur P. D’Elia | 1,190 | 0 | 275.35 | 7/10/2029 | (5) | — | — | — | — | |||||||||||||||||||||||
1,545 | 515 | 413.68 | 7/15/2030 | (5) | — | — | — | — | ||||||||||||||||||||||||
794 | 397 | 367.79 | 3/31/2031 | (6) | — | — | — | — | ||||||||||||||||||||||||
767 | 1,535 | 393.14 | 3/10/2032 | (6) | — | — | — | — | ||||||||||||||||||||||||
0 | 8,220 | 300.16 | 3/10/2033 | (6) | — | — | — | — | ||||||||||||||||||||||||
— | — | — | — | — | — | 134 | (7) | 55,239 | ||||||||||||||||||||||||
— | — | — | — | 202 | (8) | 83,270 | — | — | ||||||||||||||||||||||||
— | — | — | — | 848 | (9) | 349,571 | — | — | ||||||||||||||||||||||||
— | — | — | — | 2,499 | (10) | 1,030,163 | — | — | ||||||||||||||||||||||||
— | — | — | — | — | — | 298 | (11) | 122,845 | ||||||||||||||||||||||||
— | — | — | — | — | — | 636 | (12) | 262,178 | ||||||||||||||||||||||||
— | — | — | — | — | — | 2,499 | (13) | 1,030,163 |
(1) | Awards of RSUs as described under “Compensation Discussion and Analysis – Long-term Incentive Compensation” above. RSUs vest equally over three years |
(2) | Value based on the |
(3) | Awards of performance shares or PSUs, as indicated, as described under “Compensation Discussion and Analysis – Long-term Incentive Compensation” above. Awards are shown assuming the performance conditions are satisfied at target. |
DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT 53 |
Executive Compensation Tables (continued) |
(4) | Value based on the closing price of the Company’s common stock on the NYSE on December 29, 2023, the last business day of fiscal 2023 ($412.23). |
(5) | Option awards granted ten years prior to the option expiration date that vest in equal annual installments over four years beginning on the first anniversary of the grant date. Vesting is accelerated upon certain employment terminations and covered transactions, as described under |
Option awards granted ten years prior to the option |
(7) | Represents final tranche of performance shares granted in July 2020 that are eligible to vest on July 15, 2024, subject to the achievement of applicable performance conditions and generally subject to the named executive |
(8) | Represents final tranche of RSUs awarded in March 2021 that are eligible to vest on March 31, 2024, generally subject to the named executive officer’s continued employment through such vesting date, except as described under “—Potential Post-Employment Payments to Named Executive Officers” below. |
(9) | Represents final two tranches of RSUs awarded in March 2022 that are eligible to vest in two equal installments on each of March 10, 2024 and March 10, 2025, generally subject to the named executive officer’s continued employment through such vesting date, except as described under “—Potential Post-Employment Payments to Named Executive Officers” below. |
(10) | Represents RSUs awarded in March 2023 that are eligible to vest in three equal installments on each of March 10, 2024, March 10, 2025 and March 10, 2026, generally subject to the named executive officer’s continued employment through such vesting date, except as described under “—Potential Post-Employment Payments to Named Executive Officers” below. |
(11) | Represents PSUs awarded in March 2021. The final payout of 98.5% for these PSUs awarded in March 2021 was certified by the Compensation Committee in January 2024 as described further in “Compensation Discussion |
(12) | Represents PSUs awarded in March 2022 (reported in this table based on the target number of shares subject to the award). Assuming applicable performance conditions based on cumulative adjusted total segment income and cumulative global retail sales, excluding foreign currency impact, are satisfied, PSUs will vest and convert to shares of common stock in or around March 2025 and are generally subject to the named executive officer’s continued employment through March 10, 2025, except as described under “—Potential Post-Employment Payments to Named Executive Officers” below. Actual payout for PSUs could range from 0% to 200% depending on performance, subject to a relative TSR modifier, which can increase or decrease the total number of shares earned by 15% based on the Company’s TSR relative to the TSR of the constituents of the S&P 500 Index. The final payout will be determined by the Compensation Committee and may be greater or less than the amount shown. |
(13) | Represents PSUs awarded in March 2023, as described under “Compensation Discussion and Analysis – Long-term Incentive Compensation” |
Represents final two tranches of RSUs awarded in April 2022 that are eligible to vest in two equal installments on each of April 1, 2024 and April 1, 2025, generally subject to the named executive officer’s continued employment through such vesting date, except as described under “—Potential Post-Employment Payments to Named Executive Officers” below. |
(15) | Represents final tranche of a special, sign-on equity award of RSUs awarded in April 2022 that is eligible to vest on April 1, 2024, generally subject to the named executive officer’s continued employment through such vesting date, except as described under “—Potential Post-Employment Payments to Named Executive Officers” below. |
(16) | Represents PSUs awarded in April 2022 (reported in this table based on the |
(17) | Represents final tranche of performance shares awarded in October 2020 that are eligible to vest on |
|
Executive Compensation Tables(continued)
|
Option Exercises and Stock Vested
The following table provides information relating to options exercised and stock vested for each of the named executive officers during 2017:2023; no options were exercised by our named executive officers during 2023:
Option Awards | Stock Awards | |||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | ||||||||||||
J. Patrick Doyle | — | — | 25,841 | 4,874,668 | ||||||||||||
Richard E. Allison, Jr. | 15,000 | 2,595,503 | 5,063 | 1,041,920 | ||||||||||||
Russell J. Weiner | — | — | 6,688 | 1,356,561 | ||||||||||||
Jeffrey D. Lawrence | 17,000 | 2,968,053 | 2,554 | 530,924 | ||||||||||||
Kevin S. Morris | — | — | — | — |
Option Awards | Stock Awards | |||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | ||||||||||||
Russell J. Weiner | — | — | 3,123 | $ | 1,061,313 | |||||||||||
Sandeep Reddy | — | — | 3,541 | $ | 1,193,423 | |||||||||||
Joseph H. Jordan | — | — | 1,324 | $ | 440,733 | |||||||||||
Kelly E. Garcia | — | — | 1,035 | $ | 352,982 | |||||||||||
Arthur P. D’Elia | — | — | 972 | $ | 328,074 |
(1) | Equals the closing price of |
(2) | Equals the closing price of |
Non-Qualified Deferred Compensation
A select group of management or highly compensated employees, as defined by the Employee Retirement Income and Security Act of 1974, as amended, as well as the Company’s Directors,directors, are eligible to participate in the Domino’s Pizza Deferred Compensation Plan, or the DCP. The purpose of the DCP is to provide supplemental retirement income and to permit eligible employees to defer receipt of compensation pursuant to the terms of the plan.
Participants are able to defer a portion of eligible compensation (including annual base salary and the annual performance incentive)incentive or, in the case of our directors, annual retainers and/or annual equity awards). Participants elect a specific date or event (such as termination of employment)employment or Board service) for payment of deferred compensation and the form of the payment, either lump sum or installments. Participants are able to notionally invest their deferrals in mutual funds selected by them from a lineup of options. The options available under the DCP for the fiscal year ended December 31, 20172023 were as follows:
American Funds EuroPacific Growth Fund
BNY Mellon MidCap Index Fund
Boston Trust Small Cap Fund
Credit Suisse Commodity Return Strategy Fund
Dreyfus Mid Cap IndexDodge and Cox International Stock Fund
Fidelity 500 Index Institutional Fund
Fidelity Diversified International Fund
Fidelity Government Money Market Fund
Fidelity Puritan Fund
Harding Loevner Institutional Emerging Markets Portfolio
Invesco Comstock Fund
MainStay Large Cap Growth Fund
PIMCO All Asset Fund
PIMCO Total Return Fund
Vanguard Inflation-Protected Securities Fund
Vanguard REITReal Estate Index Fund
Vanguard Total Bond Market Index Fund
Vanguard Total International Stock Index Fund
There are no
DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT 55 |
Executive Compensation Tables (continued) |
The following table provides information on the DCP for our named executive officers who currently participateas of December 31, 2023:
Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($)(3) | |||||||||||||||
Russell J. Weiner | — | — | — | — | — | |||||||||||||||
Sandeep Reddy | 337,189 | — | 99,854 | — | 631,885 | |||||||||||||||
Joseph H. Jordan | — | — | — | — | — | |||||||||||||||
Kelly E. Garcia | — | — | — | — | — | |||||||||||||||
Arthur P. D’Elia | — | — | — | — | — |
(1) | This entire amount is included in salary for Mr. Reddy in the Summary Compensation Table on page 49. |
(2) | Reflects dividends, interest and aggregate market-based earnings on amounts deferred by plan participants. |
(3) | Represents the participant’s account balance as of December 31, 2023, which includes $194,842 in compensation reported for fiscal year 2022, as adjusted for applicable changes in market value of the notional investment of such amounts. |
No other named executive officers participated in or havehad balances under the Domino’s Pizza Deferred Compensation Plan.Plan for the fiscal year ended December 31, 2023. The balances under the DCP for our directors are listed below under “Non-Qualified Deferred Compensation of Directors.”
|
|
Potential Post-Employment Payments to Named Executive Officers
Each named executive officer is a party to an employment agreement providing for payments and benefits in connection with certain terminations of the named executive officer’s employment.
Under Mr. Doyle’sWeiner’s employment agreement effective as of MarchMay 1, 2015,2022, upon an involuntary termination of employment by the Company without cause (as defined in the agreement), or if Mr. DoyleWeiner terminates his employment voluntarily for good reason (generally defined to include a material diminution of his responsibilities, duties or authority, a relocation of his office by more than 50 miles, or the failure of the Company to pay Mr. Doylehis base salary and benefits) prior to the end of the term of the agreement, Mr. Doylehe would receive an amount equal to two times his then-annual base salary. Such amount would be paid in equal installments, subject to asix-month delay to the extent required by Section 409A of the Internal Revenue Code of 1986, as amended. The Company has also agreed to provide Mr. Doyle and his spouse continued medical coverage for the remainder of their respective lives upon the termination of Mr. Doyle’s employment with the Company.amended (“Section 409A”).
Under the currently-effectiveemployment agreement with Mr. Reddy, upon an involuntary termination of employment by the Company without cause (as defined in his agreement), or if Mr. Reddy terminates his employment voluntarily for good reason (generally defined as described above), he would receive an amount equal to one and one-half times his then-annual base salary. Such amount would be paid as follows: a payment equal to six times his base monthly salary made six months after termination of employment and monthly payments equal to his base monthly salary for the next twelve months.
Under the employment agreements ofwith Messrs. Allison, Weiner, LawrenceJordan, Garcia and Morris,D’Elia, upon an involuntary termination of employment by the Company without cause (as defined in the applicablerespective agreement), or if the named executive officer terminates his employment voluntarily for good reason (generally defined as described above for Mr. Doyle)above), the named executive officer would receive an amount equal to one times his then-annual base salary. Such amount would be paid as follows: a payment equal to six times the named executive officer’s base monthly salary made six months after termination of employment and monthly payments equal to the executive’s base monthly salary for the next six months. Under Messrs. Allison and Weiner’s newly-signed employment agreements that become effective July 1, 2018, each named executive officer would be entitled to an amount equal to two times his then-annual base salary (instead of the one times described herein).
In the event of a termination of employment by the Company without cause or a voluntary termination of employment for good reason, each named executive officer would also be entitled to receive any earned but unpaid annual performance incentive for the fiscal year preceding his termination of employment and a prorated annual performance incentive under the AIP for the year of such termination. In addition, during the severance period, each named executive officer would be entitled to Company-paid medical insurance coverage premiums.
56 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
Executive Compensation Tables (continued) |
In the event of a termination of employment by reason of a named executive officer’s death or disability, or voluntarily by the named executive officer due to retirement, the named executive officer would be entitled to receive any earned but unpaid annual performance incentive for the fiscal year preceding his termination of employment and a prorated annual performance incentive under the AIP for the year of such termination. Mr. Doyle and, under his newly-signed agreement, Mr. AllisonWeiner would also be entitled to these benefits on a voluntary termination of employment without good reason. In addition, all unvested stock options fully vest upon an executive’s death and the period of exercisability is extended until the lesser of one year or the end of the original term of the options.
FollowingIn the event of a qualified retirement, the named executive officers would be entitled to retain their PSUs, with such PSUs eligible to be earned to the extent performance goals are met during the applicable performance period, and to full vesting and settlement of RSUs and to full vesting of stock options. In addition, the time vesting condition applicable to all unvested performance shares would lapse and such performance shares would remain eligible to vest based on performance. For this purpose, a qualified retirement means (i) for awards granted prior to February 23, 2021, any termination of employment (other than for cause) after ten years of continuous service and attaining age 55 and (ii) for awards granted on or after February 23, 2021, any termination of employment (other than for cause) after the earlier to occur of (a) ten years of continuous service and attaining age 55 or (ii) attainment by the named executive officer of a combined age and completed years of service with the Company of at least 72 and attaining age 60. Additionally, awards granted on or after February 23, 2021 provide that named executive officers and other employees are eligible for an early retirement upon attainment by the executive of a combined age and completed years of service with the Company of at least 72 and attaining age 55. In the event of an early retirement, PSUs, RSUs and options granted on or after February 23, 2021 will be subject to pro-rata service vesting based on days of service completed during the vesting period, provided a named executive officer had been continuously employed with the Company for a period of at least nine months following the date of grant. As of December 31, 2023, no named executive officers had satisfied the qualified retirement requirements. In connection with Mr. Weiner’s appointment as the Company’s Chief Executive Officer, the terms of his existing and future equity awards granted under the EIP were modified to increase the age threshold from 55 to 58 for purposes of eligibility for the retirement vesting provisions of such awards if Mr. Weiner terminates his employment with the Company without good reason. Mr. Weiner will still qualify for these retirement vesting provisions if his employment with the Company is terminated as a result of his death or disability, is terminated by the Company without cause or is terminated by Mr. Weiner for good reason at a time when he has attained at least age 55.
Automatically and immediately upon the termination of a named executive officer’s employment for any reason equity awardsprior to the end of the applicable vesting period other than in the event of a qualified retirement (or death, in the case of options), all outstanding and other benefits are governedunvested PSUs, RSUs and options will terminate and be forfeited for no consideration. In the event that a named executive officer’s employment is terminated (i) involuntarily by the termsCompany without cause, or (ii) due to the executive’s death or disability prior to the date any vesting tranche of those programs.the performance shares becomes vested based on continued employment but after the Compensation Committee has certified that the performance vesting conditions with respect to such vesting tranche have been satisfied, the performance shares subject to such vesting tranche will vest in full.
At the time of his hiring in April 2022, Mr. Reddy received a special, sign-on RSU grant under the EIP, consisting of an award of RSUs; 50% of the units vested on April 1, 2023 and the remaining 50% of the units subject to the award will vest on April 1, 2024, generally subject to his continued employment through such date. The remaining 50% of the units subject to the award will also vest in full upon a termination of Mr. Reddy’s employment (i) by the Company other than for cause, (ii) by Mr. Reddy for good reason or (iii) as a result of Mr. Reddy’s death or disability.
Pursuant to the EIP, in the event of a covered transaction (generally defined in the EIP as a merger or consolidation in which the Company is not the surviving entity, a disposition of substantially all of the Company’s common stock or assets, or a dissolution or liquidation of the Company) all unvested performance shares, stock options and RSUs will vest in full and all PSUs (i) granted with three-year cumulative performance metrics (the PSUs granted in 2021 and 2022) will vest and accelerate at the greater of target level or actual level of performance measured using the date of the covered transaction as the last day of the performance period and (ii) granted with three-year annual growth rate performance metrics (the PSUs granted in 2023) will vest and accelerate at target level, provided that in the event that
DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT 57 |
Executive Compensation Tables (continued) |
annual achievement of any of the performance metrics had been previously certified by the Compensation Committee, that actual level of performance will be used for purposes of calculating the payout amount.
Each of the employment agreements for the named executive officers contains atwo-yearnon-competitiontwo-year non-competition andnon-solicitation provision.
The agreements and plans include terms designed to comply with the deferred compensation provisions of theSection 409A, including provisions that would delay certain termination-related benefits for six months beyond termination of employment agreements for the named executive officers were established through arms-length negotiations between the Company and each executive. The base salary amounts, other severance amounts and severance periods are established by the Compensation Committee and the Company’s managementalternative payment provisions that could apply in order to attract, motivate and retain talented individuals to help the Company achieve its business goals and objectives.
|
|
connection with a change of control not described in Section 409A.
The following table sets forth aggregate estimated payment obligations to each of the named executive officers assuming a termination of employment or change in control, as applicable, occurred on December 31, 20172023 under the employment agreements then in effect. As of December 31, 2017,2023, no named executivesexecutive officers were retirement-eligible. Mr. Doyle is scheduled to become retirement-eligible on June 4, 2018.retirement eligible.
Name | Benefit | Termination Without Cause or by Employee for Good Reason | Voluntary Termination ($) | Death ($)(2) | Disability ($)(3) | Change in Control ($)(4) | ||||||||||||||||
J. Patrick Doyle | Severance Pay | 2,050,000 | — | — | 1,537,500 | — | ||||||||||||||||
Healthcare | 36,669 | — | — | 27,502 | — | |||||||||||||||||
Equity Award Acceleration | — | — | 15,006,885 | — | 15,006,885 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total | 2,086,669 | — | 15,006,885 | 1,565,002 | 15,006,885 | |||||||||||||||||
Richard E. Allison, Jr. | Severance Pay | 610,000 | — | — | 915,000 | — | ||||||||||||||||
Healthcare | 18,594 | — | — | 27,890 | — | |||||||||||||||||
Equity Award Acceleration | — | — | 2,439,514 | — | 2,439,514 | |||||||||||||||||
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|
|
|
|
|
|
|
|
| |||||||||||||
Total | 628,594 | — | 2,439,514 | 942,890 | 2,439,514 | |||||||||||||||||
Russell J. Weiner | Severance Pay | 610,000 | — | — | 915,000 | — | ||||||||||||||||
Healthcare | 18,594 | — | — | 27,890 | — | |||||||||||||||||
Equity Award Acceleration | — | — | 2,475,427 | — | 2,475,427 | |||||||||||||||||
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|
|
|
|
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| |||||||||||||
Total | 628,594 | — | 2,475,427 | 942,890 | 2,475,427 | |||||||||||||||||
Jeffrey D. Lawrence | Severance Pay | 460,000 | — | — | 690,000 | — | ||||||||||||||||
Healthcare | 18,594 | — | — | 27,890 | — | |||||||||||||||||
Equity Award Acceleration | — | — | 1,587,013 | �� | — | 1,587,013 | ||||||||||||||||
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|
|
|
|
|
|
|
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| |||||||||||||
Total | 478,594 | — | 1,587,013 | 717,890 | 1,587,013 | |||||||||||||||||
Kevin S. Morris | Severance Pay | 435,000 | — | — | 652,500 | — | ||||||||||||||||
Healthcare | 16,790 | — | — | 25,185 | — | |||||||||||||||||
Equity Award Acceleration | — | — | 536,872 | — | 536,872 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total | 451,790 | — | 536,872 | 677,685 | 536,872 |
Name | Benefit | Termination Without Cause or by Employee for Good Reason ($)(1) | Voluntary Termination ($) | Death ($)(2) | Disability ($)(3) | Change in Control ($)(4) | ||||||||||||||||
Russell J. Weiner | Severance Pay | 1,750,000 | — | — | 1,312,500 | — | ||||||||||||||||
Healthcare | 46,895 | — | — | 35,171 | — | |||||||||||||||||
Target AIP Payout(5) | 1,750,000 | 1,750,000 | 1,750,000 | 1,750,000 | 1,750,000 | |||||||||||||||||
Equity Award Acceleration(6) | — | — | 2,381,745 | — | 13,046,959 | |||||||||||||||||
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|
|
|
|
|
|
|
| |||||||||||||
Total | 3,546,895 | 1,750,000 | 4,131,745 | (7) | 3,097,671 | 14,796,959 | ||||||||||||||||
Sandeep Reddy | Severance Pay | 1,027,500 | — | — | 1,027,500 | — | ||||||||||||||||
Healthcare | 31,785 | — | — | 31,785 | — | |||||||||||||||||
Target AIP Payout(5) | 685,000 | — | 685,000 | 685,000 | 685,000 | |||||||||||||||||
Equity Award Acceleration(6) | 1,190,488 | — | 2,419,936 | 1,190,488 | 6,086,342 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total | 2,934,773 | — | 3,104,936 | (7) | 2,934,773 | 6,771,342 | ||||||||||||||||
Joseph H. Jordan | Severance Pay | 630,000 | — | — | 945,000 | — | ||||||||||||||||
Healthcare | 23,448 | — | — | 35,171 | — | |||||||||||||||||
Target AIP Payout(5) | 945,000 | — | 945,000 | 945,000 | 945,000 | |||||||||||||||||
Equity Award Acceleration(6) | — | — | 1,454,809 | — | 5,864,021 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total | 1,598,448 | — | 2,399,809 | (7) | 1,925,171 | 6,809,021 | ||||||||||||||||
Kelly E. Garcia | Severance Pay | 525,000 | — | — | 787,500 | — | ||||||||||||||||
Healthcare | 13,037 | — | — | 19,556 | — | |||||||||||||||||
Target AIP Payout(5) | 525,000 | — | 525,000 | 525,000 | 525,000 | |||||||||||||||||
Equity Award Acceleration(6) | — | — | 967,361 | — | 3,913,981 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total | 1,063,037 | — | 1,492,361 | (7) | 1,332,056 | 4,438,981 | ||||||||||||||||
Arthur P. D’Elia | Severance Pay | 525,000 | — | — | 787,500 | — | ||||||||||||||||
Healthcare | 22,898 | — | — | 34,347 | — | |||||||||||||||||
Target AIP Payout(5) | 525,000 | — | 525,000 | 525,000 | 525,000 | |||||||||||||||||
Equity Award Acceleration(6) | — | — | 968,161 | — | 3,901,590 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total | 1,072,898 | — | 1,493,161 | (7) | 1,346,847 | 4,426,590 |
(1) | Represents (i) the named executive officer’s annual base salary, multiplied by two in the case of Mr. |
(2) | Represents (i) the cumulative value of all equity awards that would vest in the event of the named executive officer’s death, calculated as the total |
58 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
Executive Compensation Tables (continued) |
(3) | Represents (i) 18 months of the named executive officer’s base salary (unreduced by disability income benefits) |
(4) | Represents (i) the cumulative value of the equity awards that would vest in the event of a |
(5) | Includes a one-time, pro-rata annual performance incentive payout under the AIP at target. Since termination is as of December 31, 2023, the value is equal to the target disclosed in the Estimated Future Payouts Under Non-Equity Incentive Plan Awards column under “Grants of Plan-Based Awards.” In the event of termination due to death or disability, termination without cause or by the executive for good reason (or a voluntary termination in the case of Mr. Weiner), any AIP amounts (after applicable proration) would have been paid based on actual performance. |
(6) | Actual amounts that will be earned with respect to these equity awards may be different from the values included in the table. In the case of Mr. Reddy, represents the value of the special, sign-on RSU grant under the EIP to Mr. Reddy in April 2022 (the “CFO Sign-on Equity Award”) that would vest in the event of his termination of employment without cause or resignation for good reason or as a result of his death or disability, calculated as the closing price of the Company’s common stock on the NYSE on December 29, 2023, the last business day of fiscal 2023 ($412.23), multiplied by the number of shares of RSUs subject to the CFO Sign-on Equity Award that would vest upon such termination. Amounts also include the value of any accumulated dividends for the CFO Sign-on Equity Award as of December 31, 2023 that would be payable with respect to such award. |
(7) | In the event of death on December 31, 2023, the beneficiaries of each of our named executive officers would also have been entitled to a life insurance benefit equal to their base salary as of October 31, 2023 under our group term life insurance programs. Company-paid amounts for these programs are included and described above in the Summary Compensation Table under All Other Compensation for fiscal 2023. |
DOMINO’S PIZZA, INC. |
Executive Compensation Tables (continued) |
Value of Initial Fixed $100 Investment Based on (4) : | ||||||||||||||||||||||||||||||||||||||||
Year | Summary Compensation Table Total for Richard E. Allison, Jr. (1) ($) | Summary Compensation Table Total for Russell J. Weiner (1) ($) | Compensation Actually Paid to Richard E. Allison, Jr. (1)(2)(3) ($) | Compensation Actually Paid to Russell J. Weiner (1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (1) ($) | Average Compensation Actually Paid to Non-PEO NEOs (1)(2)(3) ($) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income ($ Millions) | Adjusted Total Segment Income ($ Millions) (5) | ||||||||||||||||||||||||||||||
2023 | — | 10,135,862 | — | 14,374,311 | 4,181,603 | 5,957,664 | 146.45 | 153.95 | 519.1 | 935.8 | ||||||||||||||||||||||||||||||
2022 | 1,577,173 | 6,636,731 | (5,565,349 | ) | (27,849 | ) | 3,222,641 | 2,114,168 | 121.37 | 133.03 | 452.3 | 894.7 | ||||||||||||||||||||||||||||
2021 | 7,138,002 | — | 18,863,088 | — | 2,669,548 | 4,929,996 | 195.37 | 145.93 | 510.5 | 893.1 | ||||||||||||||||||||||||||||||
2020 | 6,295,230 | — | 11,228,320 | — | 2,549,825 | 3,491,928 | 131.65 | 119.57 | 491.3 | 821.3 |
(1) | Richard E. Allison, Jr. was our principal executive officer (“PEO”) from July 2018 to April 30, 2022. Russell J. Weiner became our PEO on May 1, 2022. The individuals comprising the Non-PEO named executive officers (“NEOs”) for each year presented are listed below. |
2020 | 2021 | 2022 | 2023 | |||
Stuart A. Levy | Russell J. Weiner | Sandeep Reddy | Sandeep Reddy | |||
Russell J. Weiner | Joseph H. Jordan | Joseph H. Jordan | Joseph H. Jordan | |||
Joseph H. Jordan | Kevin S. Morris | Kelly E. Garcia | Kelly E. Garcia | |||
Kevin S. Morris | Stuart A. Levy | Arthur P. D’Elia | Arthur P. D’Elia | |||
Jeffrey D. Lawrence | ||||||
J. Kevin Vasconi |
(2) | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table total with certain adjustments as described in footnote 3 below. |
(3) | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with ASC 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. To calculate Compensation Actually Paid, the totals included in the Exclusion of Stock Awards and Option Awards column were subtracted and the totals in the Inclusion of Equity Values column were added to the Summary Compensation Table Total for the PEOs and theNon-PEO NEOs. |
Year | Summary Compensation Table Total for Richard E. Allison, Jr. ($) | Exclusion of Stock Awards and Option Awards for Richard E. Allison, Jr. ($) | Inclusion of Equity Values for Richard E. Allison, Jr, ($) | Compensation Actually Paid to Richard E. Allison, Jr. ($) | ||||||||||||||||
2022 | 1,577,173 | (196,857 | ) | (6,945,665 | ) | (5,565,349 | ) | |||||||||||||
2021 | 7,138,002 | (3,460,131 | ) | 15,185,216 | 18,863,088 | |||||||||||||||
2020 | 6,295,230 | (2,401,324 | ) | 7,334,414 | 11,228,320 | |||||||||||||||
Year | Summary Compensation Table Total for Russell J. Weiner ($) | Exclusion of Stock Awards and Option Awards for Russell J. Weiner ($) | Inclusion of Equity Values for Russell J. Weiner ($) | Compensation Actually Paid to Russell J. Weiner ($) | ||||||||||||||||
2023 | 10,135,862 | (7,070,798 | ) | 11,309,247 | 14,374,311 | |||||||||||||||
2022 | 6,636,731 | (4,553,658 | ) | (2,110,922 | ) | (27,849 | ) |
60 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
|
Compensation Table Total
for
Stock Awards and Option
NEOs
NEOs
Value of Equity
Awards
Granted During
Year That
Remained
Unvested as of
Last Day of
Year for
Richard E.
Allison, Jr.
Value from Last
Day of Prior
Year to Last
Day of Year of
Unvested
Equity Awards
for Richard E.
Allison, Jr.
Value from Last
Day of Prior
Year to Vesting
Date of
Unvested
Equity Awards
that Vested
During Year for
Richard E.
Allison, Jr.
Last Day of
Prior Year of
Equity Awards
Forfeited
During Year for
Richard E.
Allison, Jr.
Inclusion of
Equity Values
for Richard E.
Allison, Jr.
Value of Equity
Awards
Granted During
Year That
Remained
Unvested as of
Last Day of
Year for Russell
J. Weiner
Value from Last
Day of Prior
Year to Last
Day of Year of
Unvested
Equity Awards
for Russell J.
Weiner
Value from Last
Day of Prior
Year to Vesting
Date of
Unvested
Equity Awards
that Vested
During Year for
Russell J.
Weiner
Last Day of
Prior Year of
Equity Awards
Forfeited
During Year for
Russell J.
Weiner
Inclusion of
Equity Values
for Russell J.
Weiner
End Fair Value
of Equity
Granted During
Year That
Remained
Unvested as of
Last Day of
PEO NEOs
Change in Fair
Value from Last
Day of Prior
Year to Last
Day of Year of
Unvested
Equity Awards
for
NEOs
Change in Fair
Value from Last
Day of Prior
Year to Vesting
Date of
Unvested
Equity Awards
that Vested
During Year for
Value at Last
Day of Prior
Year of Equity
Awards
Forfeited
During Year for
Inclusion of
Equity Values
for
NEOs
Executive Compensation Tables (continued) |
62 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
Executive Compensation Tables (continued) |
DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT 63 |
Executive Compensation Tables (continued) |
64 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
Executive Compensation Tables (continued) |
As a result of the recently-adopted rules under
CEO.
Brazil: 1 | Hong Kong: 3 | Singapore 15 | ||
Canada: 228 | Mexico: 1 | United Kingdom: 2 | ||
Dubai: 11 | Netherlands: 12 |
employee population and general compensation practices. Based on total cash compensation, our median employee was identified as a part-time delivery driver who worked an average of 25approximately 33 hours per week and was employed by the Company for 23 of 26 pay periods. After identifying thepaid on an hourly basis. The median employee, we calculatedemployee’s annual total compensation for such employeewas calculated using the same methodology we use for our named executive officers as set forth in the 2017 Summary Compensation Table for 20172023 earlier in this Proxy Statement.
|
Proposal Three: Advisory Vote to Approve Named Executive Officer Compensation |
At our 20172023 annual meeting of shareholders, the Company provided shareholders with the opportunity to cast an advisory vote regarding the compensation of our named executive officers as disclosed for fiscal year 2022 in our 20172023 Proxy Statement. Thisnon-binding advisory vote is commonly referred to as“say-on-pay.” At our 20172023 annual meeting, our shareholders approved the proposal with over 90%92.36% of the shares voted in favor of thesay-on-pay proposal.
At the 20172023 annual meeting of shareholders, the Company also held an advisory vote on the frequency of futuresay-on-pay votes. Our shareholders voted in favor of an annualsay-on-pay vote and the Company has elected to follow such recommendation. Accordingly, this year we are again asking our shareholders to voteFOR the approval of the compensation we pay to our named executive officers as disclosed in this Proxy Statement. In accordance with Rule14a-21(b) of the Exchange Act, shareholders will be asked to vote again on how frequently we should hold futuresay-on-pay votes at the Company’s 2023 annual meeting of shareholders.
The objectives philosophy and programs,of our executive compensation program, along with the compensation paid to our named executive officers and the rationale for such compensation, are set forth in the Compensation Discussion and Analysis and the related tables and narrative disclosures in this Proxy Statement.
The Board of Directors, as required pursuant to Section 14A of the Exchange Act, is asking shareholders to cast anon-binding, advisory voteFOR the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis, compensation tables and any related material contained in this proxy statement,Proxy Statement, is hereby APPROVED.”
As we described in the Compensation Discussion and Analysis, our executive compensation program embodies apay-for-performance philosophy that supports the Company’s business strategy, and aligns the interests of our executives with our shareholders. In approvingshareholders and promotes good governance.
We believe that our executive compensation program links pay to performance and reflects best practices in governance as follows:
In reviewing and assessing our executive officerscompensation program, the Compensation Committee considers shareholder feedback, including feedback received following the transition of our existing long-term incentive compensation program in 2021, which was increased.
In addition,comprised of performance shares and stock options, to a program comprised of PSUs, RSUs and stock options as described in the Compensation Discussion and Analysis. The Company has reviewedroutinely reviews its compensation programs and engagedengages in discussions with our keycertain major shareholders to solicit their feedback regarding our executive compensation programs. As a result of these conversations, theprogram. The Company has approved the elimination of taxgross-ups on personal usage of the corporate aircraft by the Company’s executives.made changes in prior years based upon feedback from this shareholder outreach and plans to continue these engagement efforts in future years.
For these reasons, the Board is asking shareholders to again support thissay-on-pay proposal. Although the vote we are asking you to cast isnon-binding, the Compensation Committee and the Board value the views of our shareholders and will continue to consider the outcome of the vote when determining future compensation arrangements for our named executive officers.officers and in continuing to align the Company’s executive compensation program with the interests of the Company and its shareholders.
Our Board of Directors Unanimously Recommends a VoteFOR this Proposal
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✓
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66 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
|
Proposal Four: Shareholder Proposal Regarding Simple
|
The Company has been advised that John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, intends to submit the following proposal at the Annual Meeting. In accordance with applicable proxy regulations, the proposed resolution and supporting statement, for which the Board of Directors and the Company accept no responsibility, are set forth below. The proponent has represented that he beneficially owns at least $2,000 in market value of our common stock. Proposal Four will be required to be voted upon at the Annual Meeting only if properly presented. Approval of this proposal would require the affirmative vote of a majority of the votes properly cast in person or by proxy at the Annual Meeting. If you abstain, your shares will not be counted as having been voted on the matter. After careful consideration, the Board of Directors has determined to make NO RECOMMENDATION regarding this proposal.
Shareholder Proposal
Proposal Four - Simple Majority Vote
Shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This includes making the necessary changes in plain English.
Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements are used to block initiatives supported by most shareowners but opposed by a status quo management.
This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy’s. These votes would have been higher than 74% to 88% if more shareholders had access to independent proxy voting advice. This proposal topic also received overwhelming 98%-support each at the 2023 annual meetings of American Airlines (AAL) and The Carlyle Group (CG).
Please vote yes:
Simple Majority Vote - Proposal 4
Board of Directors’ Response to Shareholder Proposal
The Board of Directors has carefully considered the proposal set forth above relating to the removal of supermajority voting standards in our Certificate of Incorporation, as amended and restated (our “Certificate of Incorporation”), and By-Laws. While the Board disagrees with certain assertions contained in the proposal’s supporting statement and disclaims knowledge regarding the statistical information set forth therein, it has determined to make NO RECOMMENDATION regarding this proposal to our shareholders.
The affirmative vote of a majority of the outstanding shares of capital stock of the Company present in person or represented by proxy at a meeting and entitled to vote on the subject matter is the voting standard for nearly all matters voted upon by our shareholders. Our use of supermajority voting standards is limited in our Certificate of Incorporation and our By-Laws solely to certain amendments of each such governing document. Currently, our Certificate of Incorporation provides that certain limited amendments to our Certificate of Incorporation or By-Laws require the
DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT 67 |
Proposal Four: Shareholder Proposal Regarding Simple Majority Vote (continued) |
affirmative vote of at least seventy-five percent (75%) of the then outstanding shares of capital stock of the Company entitled to vote generally in the election of directors (the “Supermajority Voting Requirement”). This Supermajority Voting Requirement is limited to the following:
• | Amendments to the By-Laws (Article VII); |
The proposal is advisory in nature only. Shareholders should note that approval of this proposal would not, by itself, implement a majority voting standard as described in the proposal, and the Board of Directors and our shareholders would need to take subsequent action to amend our Certificate of Incorporation and/or our By-Laws. In order to implement the majority voting standard, the Board would need to recommend a formal amendment to our Certificate of Incorporation. In accordance with our Certificate of Incorporation, such amendment would need to be approved at a subsequent meeting of shareholders. Therefore, a vote in favor of the proposal would constitute a recommendation that the Board initiate this amendment process.
We believe higher voting requirements are appropriate in limited circumstances because certain fundamental matters should require broad support and consensus from our shareholders. In addition, under a majority voting standard as proposed, holders of a significant minority of our outstanding shares could approve certain fundamental corporate changes without broad shareholder support, as a mere majority of the votes cast at a meeting could in many cases represent significantly less than a majority of our shares outstanding.
However, we recognize that some shareholders prefer a universal majority voting standard. As such, we want to use this proposal as an opportunity for shareholders to express their views on this subject. We will consider the voting results on this proposal, together with additional shareholder input received in the course of our regular shareholder engagement program, in our future deliberations regarding the appropriate voting standards within our Certificate of Incorporation and our By-Laws.
Our Board of Directors Makes NO RECOMMENDATION regarding this Proposal |
68 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
Compensation of Directors |
For fiscal 2017,2023, each independent Directordirector (other than Mr. Weiner) was paid a $70,000an $85,000 annual retainer plus reimbursement ofand was reimbursed for certain business expenses. In addition, the Presiding Director was paid an additional retainer of $25,000, the Chairperson of the Audit Committee was paid an annual retainer of $25,000$35,000 andnon-Chair members were paid an annual retainer of $12,500,$15,000, the Chairperson of the Compensation Committee was paid an annual retainer of $25,000 and non-Chair members were paid an annual retainer of $10,000, the Chairperson of the Inclusion & Diversity Committee was paid an annual retainer of $20,000 andnon-Chair members were paid an annual retainer of $10,000, and the Chairperson of the Nominating and Corporate Governance Committee was paid an annual retainer of $15,000$20,000 andnon-Chair members were paid an annual retainer of $10,000. From time to time, directors may also be compensated for their service on ad hoc committees of the Board. Mr. DoyleWeiner did not receive any additional compensation for his Board service.service on the Board.
For 2017, independent Directors2023, each director (other than Mr. Weiner) also received an annual equity award of restricted stock units under the EIP with an approximate value of $110,000$175,000 on the grant date, which resulted in an annual grant of 600 shares of531 restricted stock of Domino’s Pizza, Inc.units. The restricted stock units granted to Directors hasdirectors have aone-year vesting period (subject to acceleration in the case of resignation, retirement or certain corporatecovered transactions, as described under “Compensation Discussion & Analysis—Long-term Incentive Compensation”“Potential Post-Employment Payments to Named Executive Officers” above). in accordance with the terms of the Company’s Restricted Stock Unit Agreement for Directors. The RSUs will convert to unrestricted common stock and be distributed upon vesting of the award. Directors are eligible for the qualified retirement provision in the Company’s equity awards. For Directors,directors, the specified service and age requirements are five years of continuous service and 55 years of age. As of December 31, 2017,2023, Messrs. Brandon, Balson, Federico and Goldman and Ms.Mses. Cantor and Lopez had satisfied these qualified retirement requirements.
2017 Independent Director Compensation Summary | ||||||||
2023 Director Compensation Summary | 2023 Director Compensation Summary | |||||||
Annual Retainer | Amount | |||||||
Annual Retainer | ||||||||
Annual Retainer | ||||||||
Annual Retainer | Amount | |||||||
Board of Directors | $ | 70,000 | $ | 85,000 | ||||
Presiding Director | $ | 25,000 | ||||||
Audit Committee | ||||||||
Audit Committee | ||||||||
Audit Committee | ||||||||
Audit Committee | ||||||||
Chairperson | $ | 25,000 | $ | 35,000 | ||||
Member | $ | 12,500 | $ | 15,000 | ||||
Compensation Committee | ||||||||
Compensation Committee | ||||||||
Compensation Committee | ||||||||
Compensation Committee | ||||||||
Chairperson | $ | 20,000 | $ | 25,000 | ||||
Member | $ | 10,000 | $ | 10,000 | ||||
Nominating & Corporate Governance Committee | ||||||||
Inclusion & Diversity Committee | ||||||||
Inclusion & Diversity Committee | ||||||||
Inclusion & Diversity Committee | ||||||||
Inclusion & Diversity Committee | ||||||||
Chairperson | $ | 15,000 | $ | 20,000 | ||||
Member | $ | 10,000 | $ | 10,000 | ||||
Nominating and Corporate Governance Committee | ||||||||
Nominating and Corporate Governance Committee | ||||||||
Nominating and Corporate Governance Committee | ||||||||
Nominating and Corporate Governance Committee | ||||||||
Chairperson | $ | 20,000 | ||||||
Member | $ | 10,000 |
Annual Equity Award | Value | Value | ||||||
Target grant date fair value | $ | 110,000 | $ | 175,000 |
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Award vests on first anniversary of the grant date |
Directors may elect to receive their annual retainer amounts either entirely in cash or in restricted stock units (in quarterly installments), or in varying increments of each.
Changes for 20182024. Beginning in the 2018 fiscal year,2024, the annual retainer for independent Directorsdirectors increased to $75,000. Additionally,$90,000 and the target grant date fair value of the annual equity awards for independent Directors wasdirectors increased from $110,000 to $123,000.$190,000. These changes were made in conjunction withby the Compensation Committee, and approved by the Board of Directors, following a review by the Compensation Committee of a WTWMeridian study on director compensation in order to keep the compensation of our Directorsdirectors near the market median of the peer group used for executive compensation benchmarking purposes, as described under “Compensation Discussion and Analysis—Benchmarking and Peer Group”, based on atwo-year projection of such market median given the Company’s biennial review of Directordirector compensation.
For 2017, Mr. Brandon, Chairman of the Board of Directors, received an annual cash retainer of $200,000, paid in equal monthly installments, as compensation for his service asnon-executive Chairman of the Board of Directors. In addition, Mr. Brandon was eligible to receive an equity award with an approximate value of $150,000 on the grant date. For 2017, such equity award was granted in the form of 810 shares of restricted stock with aone-year vesting period in accordance with the terms of the Company’s Restricted Stock Agreement for Directors. As discussed above, Directors are also eligible for the qualified retirement provisions in the EIP. Mr. Brandon has satisfied these qualified retirement requirements.
2017Non-Executive Chairman Compensation Summary | ||||
Annual Retainer | Amount | |||
Board of Directors | $ | 200,000 |
Annual Equity Award | Value | |||
Target grant date fair value | $ | 150,000 | ||
Award vests on first anniversary of the grant date |
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DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT 69 |
Compensation of Directors(continued)
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Changes for 2018. Beginning in the 2018 fiscal year, Mr. Brandon’s equity award value was increased to approximately $175,000. This increase made both his equity award and total compensation (annual retainer and equity awards) more consistent with the 75th percentile as compared to our peer group based on atwo-year projection of such market median given the Company’s biennial review ofnon-executive Director compensation. There is no change to Mr. Brandon’s annual retainer amount for 2018.
Director Compensation Table for 20172023
The following table provides information concerning compensation for the Company’s Directorsdirectors during 2017:2023:
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(2) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||||||||||||||||||||||||
Name | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Fees Earned or Paid in Cash | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation | Total ($) | |||||||||||||||||||||||||||||||||||||||||||||||||
David A. Brandon(3) | 200,000 | 150,611 | — | — | 167,229 | — | 501,173 | 85,000 | 175,034 | — | — | — | 53,896 | 313,929 | ||||||||||||||||||||||||||||||||||||||||||
C. Andrew Ballard | 82,500 | 111,564 | — | — | — | — | 194,064 | |||||||||||||||||||||||||||||||||||||||||||||||||
Andrew B. Balson | 90,000 | 111,564 | — | — | 28,977 | — | 230,541 | |||||||||||||||||||||||||||||||||||||||||||||||||
C. Andrew Ballard(4) | 140,000 | 175,034 | — | — | — | 2,138 | 317,172 | |||||||||||||||||||||||||||||||||||||||||||||||||
Andrew B. Balson(5) | 106,250 | 175,034 | — | — | — | 2,138 | 283,422 | |||||||||||||||||||||||||||||||||||||||||||||||||
Corie S. Barry | 110,000 | 175,034 | — | — | — | 2,138 | 287,172 | |||||||||||||||||||||||||||||||||||||||||||||||||
Diana F. Cantor | 105,000 | 111,564 | — | — | — | — | 216,564 | 108,750 | 175,034 | — | — | — | 2,138 | 285,922 | ||||||||||||||||||||||||||||||||||||||||||
Richard L. Federico | 83,125 | 111,564 | — | — | — | — | 194,689 | 116,250 | 175,034 | — | — | — | 2,138 | 293,422 | ||||||||||||||||||||||||||||||||||||||||||
James A. Goldman | 97,500 | 111,564 | — | — | 92,906 | — | 301,970 | 112,500 | 175,034 | — | — | — | 2,138 | 289,672 | ||||||||||||||||||||||||||||||||||||||||||
Gregory A. Trojan(4) | 69,375 | 111,564 | — | — | 11,903 | — | 192,842 | |||||||||||||||||||||||||||||||||||||||||||||||||
Patricia E. Lopez | 116,250 | 175,034 | — | — | — | 2,138 | 293,422 |
(1) | Amounts in the “Stock Awards” column reflect the grant date fair value of grants of restricted stock units pursuant to our EIP determined in accordance with ASC 718 |
(2) | Amounts in this column represent |
(3) | In his role as the Company’s Executive Chairman, Mr. Brandon serves as an employee of the |
(4) | Amount includes compensation |
(5) | Mr. Balson elected to receive his cash retainer fees in the form of Company stock, and to defer distribution of such restricted stock units, pursuant to the DCP. “Fees Earned or Paid in Cash” represents $106,250 in cash retainer fees for which Mr. |
Non-Qualified Deferred Compensation of Directors
The following table provides information on the DCP for Directorsdirectors as of December 31, 2017:2023:
Name | Director Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($)(3) | |||||||||||||||||||||||||||||||||||
David A. Brandon | 183,333 | — | 167,229 | — | 1,245,001 | |||||||||||||||||||||||||||||||||||
Name | ||||||||||||||||||||||||||||||||||||||||
Name | ||||||||||||||||||||||||||||||||||||||||
Name | Director Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($)(3) | |||||||||||||||||||||||||||||||||||
David A. Brandon(4) | 253,560 | — | 474,641 | — | 3,645,322 | |||||||||||||||||||||||||||||||||||
C. Andrew Ballard | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Andrew B. Balson | 90,000 | — | 28,977 | — | 217,856 | 106,250 | — | 244,427 | — | 1,280,508 | ||||||||||||||||||||||||||||||
Corie S. Barry | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Diana F. Cantor | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Richard L. Federico | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
James A. Goldman | 97,500 | — | 92,906 | — | 531,693 | — | — | 178,323 | — | 1,270,556 | ||||||||||||||||||||||||||||||
Gregory A. Trojan | — | — | 11,903 | — | 98,317 | |||||||||||||||||||||||||||||||||||
Patricia E. Lopez | — | — | 66,898 | — | 478,860 |
(1) | Entire amounts contributed by participants are included as “Fees Earned or Paid in Cash” in the Director Compensation Table above. For Mr. Brandon, also includes contributions of compensation received as the Company’s Executive Chairman, a role for which he serves as an employee of the Company, as described under “Certain Transactions Involving Management or 5% or Greater Shareholders.” For Mr. Balson, represents amount of cash retainer fees for which he received an additional 305 restricted stock units pursuant to his election to receive such cash retainer fees in Company stock as described in footnote (5) to the Director Compensation table above. |
70 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
Compensation of Directors (continued) |
(2) | Reflects dividends, interest and aggregate market-based earnings on amounts deferred by plan participants. |
(3) | Represents the participant’s account balance as of December 31, |
(4) | Represents contributions by Mr. |
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Outstanding Equity Awards of Directors
The following table shows the number of shares underlying outstanding option awards and restricted stock awardsunits for the Company’snon-employee Directors directors as of December 31, 2017:2023:
Name | Outstanding (#) | Outstanding (#) | ||||||
David A. Brandon | — | 810 | ||||||
C. Andrew Ballard | — | 600 | ||||||
Andrew B. Balson | 35,000 | 600 | ||||||
Diana F. Cantor | 6,000 | 600 | ||||||
Richard L. Federico | — | 600 | ||||||
James A. Goldman | — | 600 |
Name | Outstanding Stock Awards (#) | |||
David A. Brandon | 1,947 | (1) | ||
C. Andrew Ballard | 531 | |||
Andrew B. Balson | 836 | (2) | ||
Corie S. Barry | 531 | |||
Diana F. Cantor | 531 | |||
Richard L. Federico | 531 | |||
James A. Goldman | 531 | |||
Patricia E. Lopez | 531 |
(1) | Comprised of an annual equity grant of 531 restricted stock units for Mr. Brandon’s service as a director and a grant of 1,416 RSUs awarded in connection with his appointment as Executive Chairman of the Board of Directors and resulting employment with the Company as further described under “Certain Transactions Involving Management or 5% or Greater Shareholders.” |
(2) | Comprised of an annual equity grant of 531 restricted stock units and an additional 305 restricted stock units representing restricted stock units awarded pursuant to Mr. Balson’s election to receive his cash retainer fees in the form of Company stock, and to defer distribution of such restricted stock units, pursuant to the DCP as described in footnote (5) to the Director Compensation table above. |
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Equity Compensation Plan Information
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The following table sets forth, as of December 31, 2017,2023, the end of the Company’s last fiscal year, (a) the number of securities that could be issued upon exercise of outstanding options under the Company’s equity compensation plans, (b) the weighted-average exercise price of outstanding options under such plans and (c) the number of securities remaining available for future issuance under such plans, excluding securities that could be issued upon exercise of outstanding options.options and performance shares, RSUs and PSUs that have been issued.
Plan Category | ||||||||||||||||||||||||
Plan Category | ||||||||||||||||||||||||
Plan Category | ||||||||||||||||||||||||
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column)(1) | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column)(1) | ||||||||||||||||||
Equity compensation plans approved by shareholders | 2,247,157 | (2) | $ | 55.94 | 3,008,093 | 935,483 | (2) | $ | 229.45 |
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| 2,736,505 |
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Equity compensation plans not approved by shareholders | — | — | — |
| — |
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| — |
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| — |
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Total | 2,247,157 | $ | 55.94 | 3,008,093 |
| 935,483 |
| $ | 229.45 |
|
| 2,736,505 |
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(1) | Includes |
(2) | Consists of |
Domino’s Pizza, Inc. 2004 Equity Incentive Plan
The Domino’s Pizza, Inc. 2004 Equity Incentive Plan was adopted by the Board on June 1, 2004 and was approved by the Company’s shareholders. An Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (the EIP)“EIP”) was approved by shareholders at the 2008 annual meeting of shareholders, and a further amendment to the EIP was approved by shareholders at the 2009 annual meeting of shareholders.
The outstanding options issued under the EIP prior to July 2009 generally vested ratably over a five-year period, the outstanding options issued under the EIP beginning in July 2009 through February 2013 generally vested ratably over a three-year period and outstanding options issued under the EIP beginning in February 2013 generally vest ratably over a four-year period. As of December 31, 2017, there were 2,238,114 options outstanding at a weighted average exercise price equal to $55.94 per share, of which 1,827,568 were exercisable at a weighted average exercise price equal to $36.61 per share, 4,410 shares of restricted stock and 190,194 performance shares currently issued and outstanding under the EIP. As of December 31, 2017, there were a total of 2,845,095 authorized but unissued shares under the EIP.
Under the EIP, there were a total of 2,432,718 options, performance shares and shares of restricted stock currently issued and outstanding and a total of 1,827,568 of such options were fully vested.
The Board may make grants to employees, directors, consultants and other service providers. The number of shares reserved for issuance under the EIP includes: (1) 15,600,000 shares of common stock, plus (2) any shares returned to the EIP as a result of termination of options that were granted under the EIP (by reason of forfeiture)forfeiture or expiration) and any shares held back in satisfaction of total exercise cost from shares that would otherwise have been delivered pursuant to an award.
As of December 31, 2023, there were 686,348 options outstanding at a weighted average exercise price equal to $229.45 per share (of which 543,728 were exercisable at a weighted average exercise price equal to $203.70 per share) and 6,396 performance shares, for a total of 692,744 options and performance shares currently issued and outstanding under the EIP. As of December 31, 2023, there were a total of 2,172,419 authorized but unissued shares under the EIP.
The maximum number of shares of stock for which options may be granted to any person in any calendar year or that may be delivered to any person in any calendar year is 1,000,000. Stock options currently vest over a three-year period. Incentive stock options may be granted only to employees. The exercise price of all incentive stock options granted under the EIP is determined by the Compensation Committee, as administrator of the EIP, and must be at least equal to the fair market value of the common stock on the date of grant. The exercise price ofnon-statutory stock options granted under the EIP is determined by the Plan administrator, but with respect tonon-statutory stock options intended to qualify as “performance-based compensation” within the meaning of Section 162(m), the exercise price must be at least equal to the fair market value of Domino’s Pizza, Inc. common stock on the date of grant. With respect to any participant who owns stock representing more than 10% of the total combined voting power of all classes of the Company’s outstanding capital stock, the exercise price of any incentive stock option grant must be at least equal to 110% of the fair market value on the grant date, and the term of such incentive stock option must not exceed five years. The term of all other incentive stock options granted under the EIP may not exceed ten years.
72 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
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Certain Transactions Involving Management or 5% or Greater Shareholders
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Review and Approval of Related Person Transactions
The Company reviews relationships and transactions in which the Company and its Directorsdirectors and executive officers or their immediate family members are participants to determine whether such related persons have a direct or indirect material interest. The Company’s legal staff is primarily responsible for the development and implementation of processes and controls to obtain information from the Directorsdirectors and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether a related person has a direct or indirect material interest in the transaction. The Company does not currently have a specific written policy on the review, approval or ratification of transactions required to be reported under Section 404(a) of RegulationS-K, but the Company has enacted a Code of Business Conduct and Ethics for Directors, Officers and Employees as well as Corporate Governance Principles, both of which contain provisions relating to possible conflicts of interest of employees, Directorsdirectors and officers of the Company. The Company’s Board of Directors is to review, approve or ratify anyresponsible for reviewing potential related person transactiontransactions and, in connection with its review, will consider the nature of the related person’s interest in the transaction, the material terms of the transaction, the relative importance of the transaction to the related person, the relative importance of the transaction to the Company, whether the transaction would impair the judgment of a Directordirector or officer of the Company and any other matters deemed important.important, following which it may approve or ratify the transaction in its discretion. As required under SEC rules, transactions with any related person that are determined to be directly or indirectly material are disclosed in this Proxy Statement.
Time SharingTime-Sharing Agreement with Russell J. Patrick DoyleWeiner for Use of Corporate Aircraft
In accordance with the terms of the Time Sharing Agreement between Domino’s Pizza LLC and Russell J. Patrick Doyle, the Company’s PresidentWeiner entered into a Time-Sharing Agreement dated February 24, 2022 and CEO and a member of the Company’s Board of Directors, dated as of February 23, 2015,effective May 1, 2022 whereby Mr. DoyleWeiner is entitled to 45 hours per year of personal use of the Company aircraft without charge and hecharge. Mr. Weiner is required to pay the Company for any personal use in excess of the 45 hours at a reimbursement rate set by the Federal Aviation Regulations. For 2017,2023, Mr. Doyle’sWeiner’s personal use of the Company aircraft totaled 57.959.5 hours and, therefore, he reimbursed the Company $41,273$84,750.99 for an additional 12.914.5 hours of personal use.
Time Sharing AgreementEmployment of David A. Brandon
As part of Mr. Brandon’s appointment as the Company’s Executive Chairman, Mr. Brandon has served as an employee of the Company and receives compensation in connection with Richard E. Allison, Jr.such employment. In 2023, Mr. Brandon received an annual base salary of $275,000 and had an annual short-term cash incentive award target under the Company’s Team Achievement Dividend (“TAD”) Program of 100% of his base salary and which paid out based on actual performance at the same level as AIP awards. Accordingly, Mr. Brandon earned $292,325 under the Company’s TAD Program in 2023. Mr. Brandon also received an award of RSUs in 2023 with a target grant date fair value of $425,000 and an actual grant date value, as determined in accordance with ASC 718 using the same assumptions as set forth in the footnotes to the applicable tables above, of $425,027. This award was granted in the form of 1,416 RSUs, with such RSUs vesting ratably in annual installments over three years and subject to accelerated vesting in the event Mr. Brandon no longer serves as Executive Chairman prior to the third anniversary of the date of grant, other than in the case of Mr. Brandon’s voluntary resignation. Mr. Brandon is able to participate in all benefit programs available to the Company’s employees and is eligible for Usefuture awards of Corporate Aircraft
Domino’s Pizza LLC and Richard E. Allison, Jr. entered into a Time Sharing Agreement dated January 8, 2018 and effective July 1, 2018 whereby afterRSUs. In connection with Mr. Allison becomesBrandon’s prior service as the Company’s Chief Executive Officer, he shall beMr. Brandon and his spouse are entitled to 45 hours per year of personal use of the Company aircraft without charge and he shall be required to pay the Company for any personal use in excess of the 45 hours at a reimbursement rate set by the Federal Aviation Regulations.
The Company has a supply agreement with Griffith Foods International, Inc., f/k/a Griffith Laboratories U.S.A., (“Griffith”)continued medical coverage for the provisionremainder of certain ingredients that are used in the production of certain dough products. The supply agreement is negotiated at arms-length on an annual basis and the overall relationship between the Company and Griffith is over 20 years old. Thesister-in-law of Gregory A. Trojan, one of the members of the Company’s Board of Directors during 2017, is an executive at Griffith. In 2017, the Company purchased $1,578,459 in products from Griffith, less than 2% of the consolidated gross revenues of Griffith.their respective lives.
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Other Matters
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The New York State Common Retirement Fund (the “Fund”) has advised the Company that it intends to present the following shareholder proposal at the Annual Meeting. In accordance with applicable proxy regulations, the proposed resolution and supporting statement, for which the Board of Directors and the Company accept no responsibility, are set forth below. The address and share ownership of the proponent will be furnished to any shareholder upon request. Approval of this proposal would require the affirmative vote of a majority of the votes properly cast in person or by proxy at the Annual Meeting. If you abstain, your shares will not be counted as having been voted on the matter. The Board of Directors recommends a voteAGAINST this proposal.
Domino’s utilizes beef, soy, palm oil, and pulp/paper in its products and supply chain. These are the leading drivers of deforestation globally.
Deforestation has attracted significant attention from civil society, business and government. It accounts for over 10% of global greenhouse gas emissions and contributes to biodiversity loss, soil erosion, disrupted rainfall patterns and community land conflicts. Moreover, the production of commodity drivers of deforestation, such as palm oil and cattle, is often associated with forced labor. Commercial agriculture accounted for over 70% of tropical deforestation between 2000 and 2012, half of which was illegal. Conserving forests by increasing agricultural productivity and use of already cleared land will stabilize soils and climate, regulate regional water flows, and provide habitat for pollinators and natural predators of agricultural pests.
The Consumer Goods Forum has pledged to help its member companies achieve zero net deforestation by 2020, which includes developing “specific time bound and cost effective action plans for the different challenges in sourcing commodities like palm oil, soya, beef, paper and board.”
Peer companies are working to sustainably source commodity drivers of deforestation. For example, McDonald’s, Colgate-Palmolive, Danone, Unilever and Nestlé committed to eliminate deforestation in their global supply chains. These companies also respond to CDP Forests questionnaire, a reporting framework supported by investors with over US$22 trillion in assets.
By contrast, Dominos has not made any public statements on deforestation. The company scores a 1/5 on the Forest 500 scorecard and 0/100 on the Union of Concerned Scientists palm oil scorecard, behind McDonalds, Yum Brands, and Restaurant Brands International.
Because Dominos lacks a commitment to a deforestation-free supply chain, the company may be exposed to significant business risks including supply chain reliability, reputation damage, and failure to meet shifting consumer and market expectations. According to Technomic, a leading food industry consultancy, “consumers are increasingly demanding that businesses become more responsible and transparent. In many cases, they are rewarding those they perceive to be good environmental stewards and corporate citizens.”
Resolved: Shareholders request Dominos develop a comprehensive, cross-commodity policy and implementation plan to eliminate deforestation and related human rights issues from its supply chain.
Supporting Statement:
Proponents believe a meaningful response could include:
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Board of Directors’ Statement in Opposition to Shareholder Proposal
The Board recommends shareholders voteAGAINST the shareholder resolution. Much of the information requested by the shareholder is publicly available on the Investors page ofbiz.dominos.com under the heading “social commitment” and will continue to be found there going forward. We would direct all shareholders to check there for company information and policy updates.
On the topic of our supply chain system related to the purchase of beef, soy, palm oil and cardboard, which the proxy proposal describes as leading drivers of deforestation, we can provide the following information. We believe this should alleviate concerns shareholders may have regarding our purchasing practices and negate the need for reporting beyond what is already publicly available.
Please note that the statements below apply only to the U.S.-based supply chain system, which primarily supplies stores in the U.S. and Canada. International master franchisees, which are independent businesses operating their own supply chain businesses, may have different purchasing policies that are at the discretion of their company management.
Palm Oil
Domino’s sources 100% certified sustainable mass balance palm oil product. Domino’s does not purchase raw palm oil, but a product made with palm oil for our pan pizza dough. Pan pizza dough does not comprise the majority of the dough used in our stores or produced at our supply chain centers. Additionally, palm oil is not found in the vast majority of products we produce and sell.
We are proud to say that Domino’s is a member of the Roundtable for Sustainable Palm Oil (“RSPO”). Through our supplier, AAK USA, Domino’s is committed to sourcing 100% certified sustainable mass balance palm oil. Additionally, we are committed to sourcing palm oil that is produced without deforestation of High Conservation Value areas, High Carbon Stock forests or the destruction of peatland. Domino’s achieved its goal of 100% traceability back to the mill for all palm oil beginning in September 2015. Domino’s requires that AAK be a member in good standing of the RSPO.
Cardboard
The vast majority of the products Domino’s sells leaves the store in one kind of packaging—cardboard boxes. Domino’s now has two primary cardboard suppliers; one is our primary packaging producer that supplies the majority of our stores with a box that is roughly 40% recycled content and one is a box producer currently providing stores in select states with boxes made from 70% recycled content. The policies below reflect the standards set forth by our primary packaging supplier.
Our primary box supplier maintains certified fiber sourcing, controlled wood andchain-of-custody certifications using third party audits. Their policies do not allow the purchasing of fiber from illegal logging, the trade in illegal wood or forest products. Their policies state they will not purchase from anyone in violation of traditional or human rights in forestry operations. They do not purchase from operations that would have an adverse impact to regions of high conservation value. They have further policies and procedures in place to promote and utilize sustainable forestry and extensively participate in outreach and education with landowners on scientifically-supported sustainability practices.
They hold certifications with the Sustainable Forestry Initiative®, the Forest Stewardship Council®, Programme for the Endorsement of Forest Certification®, Brazilian Forest Certification Program and the American Tree Farm System Group.
Beef and Soy
Annually, Domino’s purchases:
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We are proud to say that 100% of the beef and soy we purchase is from the United States. The vast majority of the animals and plants involved in food production for Domino’s are raised on small andmid-sized family farms across America. Domino’s has stated publicly for many years that it supports America’s family farms. We believe their generations of experience in raising animals and crops to feed the country’s population make them best able to determine how to be good stewards of their farmland, using science-based policies, standards and procedures. U.S.-sourced beef and soy are unlikely to trigger the deforestation and human rights concerns of the internationally-sourced products cited as a concern in the proxy resolution.
Given Domino’s track record of success, combined with our regularly-convened consumer panels, there is no indication consumers are avoiding our brand because of a lack of a clearly elucidated deforestation policy. We continue to research and act upon issues related to sustainability, food safety and other topics and are pleased with our progress. Therefore, we reiterate our recommendation against the shareholder resolution.
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The Annual Meeting will be held on Tuesday,Thursday, April 24, 201825, 2024 at 10:00 a.m. EDTEastern Time. To provide a more inclusive experience for our shareholders and reach a greater number of shareholders in as efficient a manner as possible, the Annual Meeting will be held exclusively online. There will not be a physical location for the Annual Meeting, and you will not be able to attend the meeting in person. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/DPZ2024, you must enter the Domino’s World Resource Center, 30 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48105.control number on your proxy card, voting instruction form, or Notice of Internet Availability you previously received.
Shareholder Proposals and Director Nominations for Inclusion in Next Year’s Proxy Statement Pursuant to Rule14a-8
In order to be considered for inclusion in the proxy statement distributed to shareholders prior to the annual meeting of shareholders in 2019,2025, a shareholder proposal pursuant to Rule14a-8 under the Exchange Act must be received by the Corporate Secretary of Domino’s Pizza, Inc. no later than November 15, 20182024 and must comply with the requirements of Rule14a-8. Written requests for inclusion should be addressed to: Domino’s Pizza, Inc., 30 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48105 Attention: Corporate Secretary. It is suggested that you mail your proposal by certified mail, return receipt requested.
Shareholder Proposals and Director Nominations other thanOther Than Pursuant to Rule14a-8
If a shareholder wishes to present a proposal or to nominate one or more directors at our 20192025 annual meeting of shareholders and the proposal is not intended to be included in our proxy statement relating to that meeting, the shareholder must give advance written notice in accordance with the Company’sBy-laws.By-Laws, and, if applicable, Rule 14a-19 under the Exchange Act. Under theBy-Laws, any shareholder of record of Domino’s Pizza, Inc. entitled to vote for the election of directors may nominate candidates for election to the Board or present other business at an annual meeting if a written notice is received by the Corporate Secretary of Domino’s Pizza, Inc. at the Company’s principal executive offices not less than 6090 days nor more than 90120 days prior to the first anniversary of the preceding year’s annual meeting. Such written notice must set forth the following information: (i) as to each person whom the shareholder proposes to nominate for election as a Director,director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to the Securities Exchange Act, of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Directordirector if elected), (ii) as to any other business to be brought before the meeting, (a) a brief description of the business, (b) the reasons for conducting such business and (c) any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made, and (iii) as to the shareholder and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (a) the name and address of such shareholder and such beneficial owner and (b) the number of shares of common stock that are held of record by such shareholder and owned beneficially by such beneficial owner.
Accordingly, theThe deadline for receipt of timely notice of director nominations or other shareholder proposals for submission to the Domino’s annual meeting of shareholders without inclusion in the Company’s 20192025 Proxy Statement is February 23, 2019.January 25, 2025. Unless such notice is received by Domino’s at its corporate headquarters, Attention: Corporate Secretary, on or before the foregoing date, such matter will be brought before the meeting only in the Company’s discretion and proxies with respect to such meetingmatter will confer discretionary voting authority only if such matter comes before the meeting.
Universal Proxy Rules for Director Nominations
In addition to satisfying the foregoing requirements under the By-Laws, to comply with respectthe universal proxy rules, shareholders who intend to anysolicit proxies in support of director nominees other than the Company’s nominees must provide notice in accordance with the By-Laws and Rule 14a-19 that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended (including a statement that such matter.shareholder intends to solicit the holders of shares representing at least 67% of the voting power of the Company’s shares entitled to vote on the election of directors), and otherwise comply with the requirements of Rule 14a-19(b).
74 DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT |
Other Matters (continued) |
Interested Persons and Shareholder Communications to the Board of Directors
Shareholders and interested persons may communicate with the Board or one or more Directorsdirectors by sending a letter addressed to the Board or to any one or more Directorsdirectors in care of Corporate Secretary, Domino’s Pizza, Inc., 30 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48105, in an envelope clearly marked “shareholder communication.” The Corporate Secretary’s office will forward such correspondence unopened to either Ms. CantorMr. Ballard, as the Presiding Director, or to another independent Directordirector as the Board may specify from time to time, unless the envelope specifies that it should be delivered to another Director.director.
“Householding” of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. The Company and some brokers
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household proxy materials, delivering a single proxy statement to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker or the Company that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you are receiving multiple copies of the proxy statement and wish to receive only one, please notify your broker if your shares are held in a brokerage account or the Company if you hold registered shares. You can notify the Company by sending a written request to Domino’s Pizza, Inc., Investor Relations, 30 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48105, or calling Investor Relations at(734) 930-3563.930-3022.
Our 20172023 Annual Report was mailed or made available to our shareholders with this Proxy Statement and is posted on our corporate website atbiz.dominos.com in the “Investors” section.ir.dominos.com. A copy of our 2023 Annual Report, on Form10-K for the fiscal year ended December 31, 2017, as filed with the SEC, will be sent to any shareholder, without charge, upon written request addressed to Investor Relations, Domino’s Pizza, Inc., 30 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48105.
Management knows of no other business which may be properly brought before the Annual Meeting. However, if any other matters shall properly come before such meeting, it is the intention of the persons named in the enclosed form of Proxyproxy to vote such Proxyproxy in accordance with their best judgment on such matters.
It is important that Proxiesproxies be returned promptly. Therefore, whether or not you expect to attend the Annual Meeting in person, you are urged to fill in, sign and return the Proxyproxy card in the enclosed stamped, self-addressed envelope, or to vote electronically as described on page 46 of this Proxy Statement.
By order of the Board of Directors,
Adam J. Gacek
Corporate Secretary
March 15, 2018
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Domino’s Pizza, Inc. Officers and Directors
Executive Officers
J. Patrick Doyle
President, Chief Executive Officer and Director
Richard E. Allison, Jr.
President, Domino’s International
Troy A. Ellis
Executive Vice President, Supply Chain Services
Stanley J. Gage
Executive Vice President, Team USA
Scott R. Hinshaw
Jeffrey D. Lawrence
Executive Vice President, Chief Financial Officer
Timothy P. McIntyre
Kevin S. Morris
Executive Vice President, General Counsel
and Corporate Secretary
March 15, 2024
DOMINO’S PIZZA, INC. 2024 PROXY STATEMENT 75 |
Annex A |
Domino’s Pizza, Inc. Executive Officers and Directors
Executive Officers
Russell J. Kevin VasconiWeiner
Chief Executive Officer
Joseph H. Jordan
President, U.S. & Global Services
Arthur P. D’Elia
Executive Vice President, International
Kelly E. Garcia
Executive Vice President, Chief InformationTechnology Officer
Russell J. Weiner
President, Domino’s USA
Judith L. WerthauserFrank R. Garrido
Executive Vice President, Chief PeopleRestaurant Officer
Cynthia A. Headen
Executive Vice President, Chief Supply Chain Officer
Samuel A. Jackson
Executive Vice President, Human Resources
Kevin S. Morris
Executive Vice President, General Counsel and Corporate Secretary
Sandeep Reddy
Executive Vice President, Chief Financial Officer
Board of Directors
David A. Brandon
Executive Chairman of the Board
Russell J. Patrick DoyleWeiner
President, Chief Executive Officer and Director
C. Andrew Ballard
Presiding Director
Andrew B. Balson
Director
Corie S. Barry
Director
Diana F. Cantor
Director
Richard L. Federico
Director
James A. Goldman
Director
Patricia E. Lopez
Director
DOMINO’S PIZZA, INC. |
DOMINO’S PIZZA, INC. ATTN: CORPORATE SECRETARY 30 FRANK LLOYD WRIGHT DRIVE ANN ARBOR, MI 48105 | SCAN TO VIEW MATERIALS & VOTE | |||||
VOTE BY INTERNET | ||||||
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above | ||||||
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 | ||||||
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VOTE BY PHONE - 1-800-690-6903 | ||||||
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 | ||||||
VOTE BY MAIL | ||||||
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
V34662-P02664-Z86742 KEEP THIS PORTION FOR YOUR RECORDS
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | DETACH AND RETURN THIS PORTION ONLY |
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DOMINO’S PIZZA, INC.
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| Withhold All
| For All Except
| To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | |||||||||||||||||||||||||||||||||||
1. | Election of Directors Nominees: | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||
| 01) David A. Brandon 06) Richard L. Federico |
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03) Andrew B. Balson 08) Patricia E. Lopez | |||||||||||||||||||||||||||||||||||||||
04) Corie S. Barry 09) Russell J. Weiner | |||||||||||||||||||||||||||||||||||||||
05) Diana F. Cantor | |||||||||||||||||||||||||||||||||||||||
The Board of Directors recommends you vote FOR proposals 2 and 3. | For | Against | Abstain | ||||||||||||||||||||||||||||||||||||
| Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||
3. | Advisory vote to approve the compensation of the named executive officers of the Company. | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||
Shareholder Proposal | |||||||||||||||||||||||||||||||||||||||
The Board of Directors | For | Against | Abstain | ||||||||||||||||||||||||||||||||||||
4. | Shareholder proposal regarding simple majority vote. | ☐ | ☐ | ||||||||||||||||||||||||||||||||||||
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NOTE:Such other business as may properly come before the meeting or any adjournment thereof. | |||||||||||||||||||||||||||||||||||||||
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. |
Signature [PLEASE SIGN WITHIN BOX] | Date | |||||||||||||||||||||||||||
Signature (Joint Owners) | Date |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — V34663-P02664-Z86742
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DOMINO’S PIZZA, INC. Annual Meeting of Shareholders April | ||||||||||||||||
This proxy is solicited by the Board of Directors | ||||||||||||||||
The undersigned hereby constitutes and appoints Russell J. | ||||||||||||||||
You are encouraged to specify your choices by marking the appropriate boxes, SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance with the Board of Directors’ recommendations. The proxies cannot vote these shares unless you either sign and return this card or vote electronically. | ||||||||||||||||
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations
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Continued and to be signed on reverse side | ||||||||||||||||