UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant ☒ Filed by a Party other than the
Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
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DOMINO’S PIZZA, INC.
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(Name of registrant as specified in its charter)
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(Name of person(s) filing proxy statement, if other than the registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Notice of 2017 Annual Meeting of Shareholders
and Proxy Statement
Tuesday, April 25, 2017
10:00 a.m. EDT
(Doors open at 9:30 a.m. EDT)
Domino’s Pizza, Inc.
World Resource
Center
30 Frank Lloyd Wright Drive
Ann Arbor,
Michigan 48105
(734) 930-3030
For
further information, call Domino’s Investor Relations at 734-930-3563.
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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 2017 Annual Meeting of Shareholders of Domino’s Pizza, Inc. (the “Company”) will be held
at the Domino’s Pizza World Resource Center, 30 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48105, on April 25, 2017 at 10:00 a.m. Eastern Daylight Time, for the following purposes, all of which are set forth in the accompanying Proxy
Statement:
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1.
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To elect the eight Director nominees named in the Proxy Statement, each to serve for a
one-year
term and until their respective successors are duly elected or qualified;
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2.
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To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accountants for the Company for the 2017 fiscal year;
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3.
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To hold an advisory and
non-binding
vote on the compensation of the Company’s named executive officers;
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4.
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To hold an advisory and
non-binding
vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers;
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5.
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To consider a shareholder proposal from the New York State Common Retirement Fund regarding deforestation; and
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6.
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To transact such other business as may properly come before the meeting.
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Shareholders of record at the close of
business on March 1, 2017 are entitled to notice of and to vote at the 2017 Annual Meeting of Shareholders and any adjournments or postponements thereof.
By
order of the Board of Directors,
Adam J. Gacek
Corporate Secretary
March 16, 2017
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INTERNET
VIA COMPUTER
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TELEPHONE
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MAIL
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IN PERSON
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Via the Internet at
www.proxyvote.com
. You will
need the
16-digit
number
included in your notice, proxy
card or voter instruction form.
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Dial toll-free (800)
690-6903
or
the telephone number on your
voter
instruction form. You will
need the
16-digit
number included
in your notice, proxy card or voter
instruction form.
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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.
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By attending the Annual Meeting and completing a ballot to cast your vote.
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Notice of Annual
Meeting of Shareholders
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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 Proxy for details about electronic voting. You are urged to date, sign and promptly return the enclosed Proxy, 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 may be assured. Voting promptly, regardless of the number of shares you hold, will aid the Company in reducing the expense of additional Proxy solicitation. You may revoke your Proxy at any time, regardless of
your voting method, as fully described on page 4 of the accompanying Proxy Statement.
Voting your shares by the enclosed Proxy, or electronically, does not affect
your right to vote in person in the event you attend the meeting. You are cordially invited to attend the meeting, and 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.
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Table of Contents
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DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
i
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Table of Contents
(continued)
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ii
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
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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 2016 Annual Report before voting their shares.
2017
Annual Meeting of Shareholders
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Date and Time
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Location
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Record Date
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Mailing Date
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Tuesday, April 25, 2017
10:00 a.m. EDT
Doors open at 9:30 a.m. EDT
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Domino’s Pizza World Resource Center
30 Frank Lloyd Wright Drive
Ann Arbor, Michigan 48105
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March 1, 2017
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On or about
March 16, 2017
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Meeting Agenda and Board Recommendations
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Proposals for Your Vote
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Board Voting
Recommendation
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Required
Vote
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Page
Reference
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Proposal 1: Election of Directors
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FOR each Nominee
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Plurality of Votes Cast
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6-9
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Proposal 2: Ratification of Independent Registered Public Accountants
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FOR
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Majority of Votes Cast
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15
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Proposal 3: Advisory Vote to Approve Executive Compensation
(Say-on-Pay)
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FOR
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Majority of Votes Cast
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43
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Proposal 4: Advisory Vote on the Frequency of the
Say-on-Pay
Vote
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ONE YEAR
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Plurality of Votes Cast
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44
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Proposal 5: Shareholder Proposal Regarding
Deforestation
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AGAINST
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Majority of Votes Cast
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50-52
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Director Nominees
This table provides summary information about each Director nominee. Each Director stands for annual election to a
one-year
term.
As of our 2016 Annual Meeting of Shareholders, our Director elections are subject to our Majority Voting Policy.
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Nominee
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Age
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Director
Since
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Current Principal Occupation
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Current
Committee
Memberships*
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Other Current Public
Company
Boards
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A
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C
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NCG
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David A. Brandon
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64
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1999
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Chairman and CEO of Toys “R” Us, Inc.
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DTE Energy Co.
Herman Miller Inc.
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C. Andrew Ballard
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44
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2015
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CEO and
Co-founder
of Quad Analytix and Founder and Managing Partner of Figtree Partners
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●
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Andrew B. Balson
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50
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1999
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Managing Partner of Cove Hill Partners
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Chair
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Diana F. Cantor
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59
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2005
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Partner with Alternative Investment Management, LLC
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Chair
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●
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Universal Corporation
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J. Patrick Doyle
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53
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2010
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President and CEO of Domino’s Pizza
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Best Buy Co., Inc.
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Richard L. Federico
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62
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2011
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Non-Executive
Chairman of P.F. Chang’s China Bistro Inc.
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●
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Jamba, Inc.
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James A. Goldman
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58
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2010
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Retired President and Chief Executive Officer of Godiva Chocolatier Inc.
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●
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Chair
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Gregory A. Trojan
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57
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2010
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CEO and President of BJ’s Restaurants, Inc.
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●
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●
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BJ’s Restaurants, Inc.
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*A = Audit Committee / C = Compensation Committee / NCG = Nominating and Corporate Governance Committee
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DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
1
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Proxy Summary
(continued)
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Corporate Governance Highlights
Domino’s Pizza demands integrity and is committed to upholding high ethical standards. Our strong corporate governance practices support this goal 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. 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.
Independence:
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6 of 8 Director nominees are independent
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•
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Board committees are comprised solely of independent Directors
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•
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Independent Directors regularly meet in private without management
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Board Practices:
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Board of Directors and each Board committee conducts an annual self-assessment
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Continuing education budget is provided for each Director
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Directors may not stand for
re-election
after age 72
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Leadership Structure:
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Separate Chairman and CEO leadership structure to maintain independence between Board oversight and operating decisions
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Accountability:
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All Directors stand for election annually
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In uncontested Director elections, our Majority Voting Policy applies
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All Directors are subject to the anti-pledging and anti-hedging provisions under our Insider Trading Policy
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Stock
Ownership Requirements:
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Executive and Director stock ownership requirements must be met within five years of appointment, as follows:
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CEO: 5x annual base salary
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Directors: 5x annual retainer fee
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President-level executives: 4x annual base salary
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Other executives: 3x annual base salary
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Highlights regarding our 2016 business performance and changes made to our executive compensation
program during fiscal 2016 can be
found under the
“Executive Summary”
beginning on page 20.
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2
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
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Proxy Statement
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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 2017 Annual Meeting of Shareholders (“Annual Meeting”) to be held
on Tuesday, April 25, 2017 at 10:00 a.m. EDT at the Domino’s Pizza World Resource Center, 30 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48105, and at any adjournment 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 by
e-mail.
The Company will pay the expenses of solicitation of Proxies. We will request banks, brokers and
other custodians, nominees and fiduciaries to solicit Proxies from their customers and will reimburse those banks, brokers and other custodians, nominees and fiduciaries for reasonable
out-of-pocket
costs for this solicitation. Further solicitation of Proxies 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, was first made available to shareholders on or about March 16, 2017. As used in this Proxy Statement, references to the “Company,” “Domino’s” or “Domino’s
Pizza,” or the first person notations of “we” and “our,” refer to Domino’s Pizza, Inc.
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DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
3
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Voting Information
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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, 2017 (the
“Record Date”). On the Record Date, there were 48,035,597 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.
Quorum Requirement
Under the Company’s
By-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.
Voting
Procedures
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 any adjournment thereof. Shareholders may choose to vote by any of the following methods: (i) by returning the enclosed Proxy 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, or (iii) by attending the Annual Meeting and voting in person.
All properly executed Proxies 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 Proxies received by mail that do not specify how shares should be voted will be voted in accordance with the Board’s recommendation (“FOR” the election of all Director nominees under Proposal
One, “FOR” Proposals Two and Three, “ONE YEAR” for Proposal Four and “AGAINST” Proposal Five).
Revocation of Proxies
Any Proxy given pursuant to this solicitation may be revoked at any time before it is voted by: (i) signing and returning
a new Proxy card with a later date, (ii) submitting a later-dated vote by telephone or via the Internet (only your latest telephone or Internet vote received by 11:59 p.m. Eastern Daylight Time on April 24, 2017 will be counted),
(iii) filing with our Corporate Secretary a written notice of revocation dated later than the date of the Proxy being revoked, or (iv) attending the Annual Meeting and revoking or voting in person. 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.
Broker
Non-Votes
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 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
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4
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
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Voting Information
(continued)
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from you. We believe Proposal One, Proposal Three, Proposal Four and Proposal Five are
non-routine
matters and, therefore, the 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 “broker
non-vote.”
Broker
non-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.
Votes Required
Under Proposal One, Directors 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. Broker
non-votes
and votes withheld will not be treated as votes cast with respect to the election of Directors and,
therefore, will have no effect on the outcome of the election of 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 exceed 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 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 Directors will promptly publicly disclose, in a report furnished to the Securities and Exchange Commission (“SEC”), its decision
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’s resignation, or if a nominee for Director is not elected and the nominee is not an incumbent Director, then the Board of Directors, in its sole discretion, may fill any resulting vacancy or may decrease the size of the Board of
Directors, in each case pursuant to our Bylaws. If a Director’s resignation is not accepted by the Board of Directors, such Director 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 resignation or removal.
Approval of Proposal Two (ratification of independent registered public accountants), Proposal Three
(say-on-pay)
and Proposal Five (shareholder proposal regarding deforestation) requires the affirmative vote of a majority of the shares voted in person or by proxy at the
Annual Meeting. For Proposal Four, the frequency receiving a plurality of shares voted in person or by proxy at the Annual Meeting will be taken into consideration by the Board of Directors in determining how often an advisory vote on executive
compensation will be submitted to shareholders in the future. Broker
non-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.
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.
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DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
5
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Proposal One: Election of Directors
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At our 2015 annual meeting of shareholders,
our shareholders authorized the Board of Directors to amend the Company’s Certificate of Incorporation to declassify the Board and to require that all Directors stand for annual election. Accordingly, this year we are asking our shareholders to
re-elect
the eight individuals listed below to terms ending with the 2018 annual meeting of shareholders, until his or her successor is elected or qualified or until his or her earlier death, resignation or
removal. Each nominee is currently serving as a Director and has indicated his or her willingness to continue to serve, if elected. However, if a nominee should be unable to serve, the shares of common stock represented by Proxies 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.
Board Membership Criteria
Although our Nominating and Corporate Governance Committee does not have any specific, delineated qualifications for the nomination of Director candidates, the Committee
takes into account 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
Directors with sound business judgment, wisdom and knowledge in his or her field of expertise. Identified and described below are additional key experiences, qualifications and skills that are important to the Company’s business and that were
considered in the selection of the Directors, 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.
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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.
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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.
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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 includes financial statements and related information.
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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.
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6
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
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Proposal One:
Election of Directors
(continued)
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Nominees for Election to
One-Year
Terms Expiring at the 2018
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. The Nominating and Corporate Governance Committee believes that each of the nominees possess the necessary professional experience and qualifications to contribute to the success of the Company. Information with respect to
the business experience and other publicly-held companies on which they 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 Director
appears later in this Proxy Statement.
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Our Board of Directors
Unanimously Recommends a Vote
FOR
Each of the Nominees Listed Below
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✓
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David A. Brandon
Non-Executive Chairman
Director since: 1999
Age: 64
Committees:
None
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David A. Brandon is currently Chairman and CEO of Toys “R” Us, Inc., the world’s largest
specialty retailer of toy and baby products, a position he has held since July 2015. Previously, he was the Director of Athletics at the University of Michigan from March 2010 through October 2014.
Mr. Brandon has served as our Chairman of the Board of Directors since March 1999 and also
served as Chief Executive Officer from March 1999 to March 2010. Mr. Brandon was retained by the Company as a Special Advisor from March 2010 to January 2011. Prior to joining Domino’s, Mr. Brandon was President and Chief Executive
Officer of Valassis, Inc. from 1989 to 1998 and Chairman of the Board of Directors of Valassis, Inc. from 1997 to 1998.
In addition to serving on the Boards of Directors for Domino’s and Toys “R” Us, Mr. Brandon also serves on the Boards of DTE Energy Co. and Herman
Miller Inc. He previously served on the Boards of Burger King Corporation, Kaydon Corporation, Northwest Airlines and the TJX Companies, Inc.
Qualifications:
Mr. Brandon served as the Company’s Chairman and Chief Executive Officer for eleven years and thereby possesses a deep understanding of the
Company’s operations, market development objectives, strategic planning and other internal business aspects of the Company. Mr. Brandon brings to the Board extensive executive experience in marketing and sales. His service on the Boards of
Directors of several other companies, including retailers, also makes him qualified for service as a Director of the Company.
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C. Andrew Ballard
Independent Director
Director since: 2015
Age: 44
Committees:
Compensation Committee
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C. Andrew Ballard currently serves as the CEO and
Co-founder
of Quad
Analytix, a technology and data company, a position he has held since December 2012. Mr. Ballard is also the Founder of Figtree Partners, an investment firm focused on digital media, and has served as its Managing Partner since November 2012.
In addition, Mr. Ballard has served as a Senior Advisor at the private equity firm Hellman & Friedman LLC from December 2012 through the present, and previously served as Managing Director from 2006 through December 2012 and as a
Director from January 2004 through 2006. Prior to joining Hellman & Friedman in 2003, Mr. Ballard worked at Bain Capital, LLC in San Francisco and Boston, as well as Bain & Company, Inc. from 1994 to 2002.
Mr. Ballard has served on Domino’s Board of Directors since July 2015 and became a member
of the Compensation Committee in February 2016. In addition to serving on Domino’s Board, Mr. Ballard is the Chair of the Board of Trustees and Chair of the Investment Committee of the San Francisco Foundation. He is actively involved with
Family Connections, a tuition-free preschool for under-served families. Mr. Ballard is currently also Vice Chairman of Zignal Labs and Chairman of Datacor, Inc., and has held previous Board roles at Activant Solutions Inc., Catalina Marketing
Corporation, DoubleClick Inc., Getty Images, Internet Brands, Inc. and Vertafore, Inc.
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 Director of the Company.
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DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
7
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Proposal One:
Election of Directors
(continued)
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Andrew B. Balson
Independent Director
Director since: 1999
Age: 50
Committees:
Compensation (Chairperson)
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Andrew B. Balson is currently the Managing Partner of Cove Hill Partners, a firm formed to make private equity
investments. Previously, Mr. Balson was the CEO of Match Beyond, an innovative college completion program that helps
low-income
young adults attain college degrees and prepare for the workforce, a
position he held from January 2015 to June 2016. Prior to becoming the CEO of Match Beyond, Mr. Balson was a Managing Director at Bain Capital, LLC, a global investment company, from 2001 to 2013. Mr. Balson became a Principal of Bain
Capital in June 1998.
Mr. Balson has served on our Board of Directors since March 1999 and
serves as the Chairperson of the Compensation Committee of the Board of Directors. 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., as well as numerous private companies.
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, LLC. His public and private company directorship experience and his familiarity with the Company and other restaurant companies, as well as his extended tenure on our Board, make him qualified for service as a
Director of the Company.
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Diana F. Cantor
Independent Director
Director since: 2005
Age: 59
Committees:
Audit (Chairperson)
Nominating and Corporate Governance
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Diana F. Cantor is currently a Partner with Alternative Investment Management, LLC, a position she has held
since January 2010. She is the Vice Chairman of the Virginia Retirement System, where she also serves on the Audit and Compliance Committee. Ms. Cantor was a Managing Director with New York Private Bank and Trust from January 2008 through the
end of 2009. Ms. Cantor served as founding Executive Director of the Virginia College Savings Plan, the state’s 529 college savings program, from 1996 to January 2008. Ms. Cantor served seven years as Vice President of Richmond
Resources, Ltd. from 1990 through 1996, and as Vice President of Goldman, Sachs & Co. from 1985 to 1990.
Ms. Cantor has served on our Board of Directors since October 2005, serves as the Chairperson of the Audit Committee of the Board of Directors and also serves on the
Nominating and Corporate Governance Committee of the Board of Directors. Ms. Cantor also serves on the Board of Directors of Universal Corporation, and she previously served on the Boards of Directors of Media General Inc., Revlon, Inc.,
Vistage International, Inc., Knowledge Universe Education LLC, Edelman Financial Services, LLC and Service King Body and Paint LLC.
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 Director of the Company.
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J. Patrick Doyle
President and CEO
Director since: 2010
Age: 53
Committees:
None
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J. Patrick Doyle has served as President and Chief Executive Officer of Domino’s Pizza, Inc. since March
2010 and as a Director since February 2010. Mr. Doyle served as President, Domino’s USA from September 2007 to March 2010, Executive Vice President, Team USA from 2004 to 2007, Executive Vice President of International from May 1999 to
October 2004 and as interim Executive Vice President of Build the Brand from December 2000 to July 2001. Mr. Doyle served as Senior Vice President of Marketing from the time he joined Domino’s in 1997 until May 1999.
Prior to joining Domino’s, Mr. Doyle was Vice President and General Manager of Gerber
Products Company’s U.S. baby food business. During his six years with Gerber, Mr. Doyle also served as Vice President and General Manager of Gerber’s Canadian operations. Prior to joining Gerber, he was European General Manager of
Intervascular SA in LaCiotat, France, and spent five years at First Chicago Corporation as Corporate Finance Officer.
Mr. Doyle also serves on the Board of Directors of Best Buy Co., Inc. and previously served on the Board of Directors of G&K Services, Inc.
Qualifications:
Mr. Doyle’s 20 years of executive roles within the Company provides him with a deep understanding of the Company’s operations, market
development objectives, strategic planning and other internal business aspects of the Company. Mr. Doyle’s extensive experience and knowledge of the brand, along with his public company directorship experience, make him qualified for
service as a Director of the Company.
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8
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
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Proposal One:
Election of Directors
(continued)
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Richard L. Federico
Independent Director
Director since: 2011
Age: 62
Committees:
Compensation
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Richard L. Federico currently serves as
Non-Executive
Chairman of P.F.
Chang’s China Bistro Inc., a position he has held since February 2016. He previously served as the Chairman and Chief Executive Officer or
Co-Chief
Executive Officer of P.F. Chang’s from September
1997 to March 2015 and as Executive Chairman from March 2015 to February 2016. Mr. Federico joined P.F. Chang’s as President in 1996, when he also began his service on its Board of Directors. Mr. Federico started his career in the
restaurant industry as a Manager at Steak & Ale, and later at Orville Beans and Bennigan’s restaurants. He went on to develop Grady’s Goodtimes, serving as
Co-founder/Partner
and Vice
President of Operations until Brinker International acquired Grady’s in 1989. Upon joining Brinker International, Mr. Federico served as Senior Vice President and concept head for Macaroni Grill before being promoted to President of the
Italian Concept division. As President, he directed operations and development for Macaroni Grill and Spageddies.
Mr. Federico has served on Domino’s Board of Directors since February 2011 and is a member of the Compensation Committee of the Board of Directors. He also
serves as Chairman of the Board of Directors of Jamba, Inc. and also serves on a private company board. Mr. Federico is a Founding Director of Chances for Children.
Qualifications:
Mr. Federico brings to the Board experience in leading a successful publicly-held restaurant concept and overall business acumen, making him
qualified for service as a Director of the Company.
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James A. Goldman
Independent Director
Director since: 2010
Age: 58
Committees:
Nominating and Corporate
Governance (Chairperson) Audit
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James A. Goldman served as President and Chief Executive Officer of Godiva Chocolatier Inc. from 2004 to 2014,
and also served on its Board of Directors. Mr. Goldman was President of the Food and Beverage Division at Campbell Soup Company from 2001 to 2004. He worked in various executive positions at Nabisco Inc. from 1992 to 2000. Prior to his work at
Nabisco Inc., Mr. Goldman was a senior consulting associate at McKinsey & Company, Inc.
Mr. Goldman has served on our Board of Directors since March 2010, serves as Chairperson of the Nominating and Corporate Governance Committee, and also serves on the
Audit Committee of the Board of Directors. Mr. Goldman is currently a Senior Advisor at Eurazeo, a private equity firm listed on the Paris Stock Exchange. Mr. Goldman is also currently on the Board of Trustees of Save the Children in
Fairfield, Connecticut, the Board of Governors of the International Tennis Hall of Fame in Newport, Rhode Island and the Advisory Boards of FEED Projects in New York, New York and Sugarfina, Inc. in Los Angeles, California. Mr. Goldman served
on the Board of Directors of The Children’s Place, Inc. from 2006 to 2008, and served on its Compensation Committee. He also previously served on the Board of Trustees at the YMCA Camps Becket and Chimney Corners in Becket, Massachusetts.
Qualifications:
Mr. Goldman brings to the Board experience in leading successful retail 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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Gregory A. Trojan
Independent Director
Director since 2010
Age: 57
Committees:
Audit
Nominating and Corporate Governance
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Gregory A. Trojan has served as President and a member of the Board of Directors of BJ’s Restaurants, Inc.,
a casual dining restaurant company located in Huntington Beach, California, since December 2012 and also as its Chief Executive Officer since February 2013. Prior to joining BJ’s, he was the CEO of Guitar Center, Inc. from 2010 through 2012,
where he served as President and Chief Operating Officer from 2007 to 2010. From 1998 to 2006, Mr. Trojan was CEO of House of Blues Entertainment, Inc., having served as the company’s President from 1996 to 1998. Mr. Trojan worked in
various executive positions at PepsiCo Inc. from 1990 to 1996, most recently as CEO of California Pizza Kitchen, Inc. Prior to that, he was a consultant at Bain & Company, Inc., The Wharton Small Business Development Center and Arthur
Andersen & Co.
Mr. Trojan has served on our Board of Directors since March 2010 and
also serves on the Audit Committee and the Nominating and Corporate Governance Committee of the Board of Directors. In addition to Domino’s and BJ’s Restaurants, he previously served on the Board of Directors of Oakley, Inc.
Qualifications:
Mr. Trojan brings to the Board experience in leading several successful restaurant and retail concepts, overall business experience and financial
expertise, making him qualified for service as a Director of the Company.
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DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
9
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Corporate Governance Principles and Director Information
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Domino’s Pizza 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 Pizza and 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 website
biz.dominos.com
under the Investors—Profile—Corporate Governance 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 and the Audit Committee Charter are also posted on the Company’s corporate and investor website (“Investors—Profile—Corporate
Governance” section on
biz.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 Corporate Governance Principles and the Charter of the Nominating and Corporate Governance Committee 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, the Board meets at least quarterly in an independent director session, an executive session
and in a
non-management
executive session. The current discussion leader for 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.
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 NYSE listed
company rules, the Audit Committee assists the Board of Directors in its oversight of Domino’s Pizza’s company-wide risk management and the process established to identify, measure, monitor, and manage risks, in particular major financial
risks. 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.
The Company is required to have a majority of its Board be independent Directors. The Company’s Corporate Governance Principles contain the Company’s
standards for director independence. A Director will be designated as independent if he or she (i) has no material relationship with the Company or its subsidiaries, (ii) satisfies the other criteria specified by 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. The Board has affirmatively determined that the
following Directors who served in the 2016 fiscal year were independent under that definition:
C. Andrew Ballard
Andrew B. Balson
Diana F. Cantor
Richard L. Federico
James A. Goldman
Vernon “Bud” O. Hamilton (retired)
Gregory
A. Trojan
The Corporate Governance Principles further provide that the Directors are invited and expected to attend the Company’s annual meetings of
shareholders. All Directors serving at the time of the 2016 annual meeting of shareholders attended the meeting.
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, officers and employees. The Code of Professional Conduct and the Code of Business
Conduct and Ethics are posted on the Company’s corporate
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10
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
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Corporate
Governance Principles and Director Information
(continued)
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and investor website (“Investors—Profile—Corporate Governance” section on
biz.dominos.com
). The Company intends 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.
A total of five meetings of the Board of Directors of the Company were held during 2016, and the Board acted via unanimous written consent on one other occasion. Each
Director 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.
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.
The Company’s current leadership structure, as established in March 2010, separates the Chairman
and Chief Executive Officer roles into two positions. David A. Brandon is the Chairman of the Board and J. Patrick Doyle is the Chief Executive Officer. The Company has determined what 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 Chairman of the Board and Chief
Executive Officer is the appropriate leadership structure. The Chief Executive Officer is responsible for the strategic direction of the Company and the
day-to-day
leadership and performance of the Company, while the Chairman of the Board provides guidance to the Chief Executive Officer, sets the agenda for the Board meetings and presides over meetings of the Board. The Company and the Board believe that this
is appropriate under current circumstances, because it allows management to make the operating decisions necessary to manage the business, while helping to keep a measure of independence between the oversight function of our Board of Directors and
operating decisions. The Company and the Board feel that this division provides an appropriate balance of operational focus, flexibility and oversight.
Nominating and Corporate Governance Committee
The members of the Nominating and Corporate Governance
Committee are Messrs. Goldman (Chairperson) and Trojan and Ms. Cantor. 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.05 of the NYSE listed company rules. The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is independent.
The Nominating and Corporate Governance Committee met two times during 2016. A Nominating and Corporate Governance Committee Charter, as approved by the Board, can be
found on the Company’s corporate and investor website (“Investors—Profile—Corporate Governance” section on
biz.dominos.com
).
The
Nominating and Corporate Governance Committee’s functions include assisting the Board in determining the desired qualifications of 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 Directors to serve on committees, overseeing the determinations of director independence, overseeing the
annual evaluation of the Board and management and reviewing Board succession plans.
Evaluation of Director 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. The Nominating and Corporate Governance Committee may use a paid
outside search firm or tools to identify possible Directors. In
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DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
11
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Corporate
Governance Principles and Director Information
(continued)
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addition to the experience, qualifications and skills for Directors listed under Proposal One, Director candidates will be evaluated according to the qualifications as set forth in the
Board’s Corporate Governance Principles, including the following desirable characteristics:
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High personal and professional ethics, integrity and values;
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Possession of a range of talents, skills and expertise to provide sound and prudent guidance with respect to the operations and interests of the Company;
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Expertise that is useful to the Company and complementary to the background and experience of other Board members;
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Ability to devote the time necessary for the diligent performance of the duties and responsibilities of Board membership;
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Commitment to serve on the Board over a period of several years to develop knowledge about the Company and its operations;
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Willingness to represent the long-term interests of all shareholders and objectively appraise management’s performance; and
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Board diversity and other relevant factors as the Board may determine.
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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 Board of Directors reflects diversity 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 2018 annual meeting of shareholders, provided that the names of such nominees are submitted in writing, not later than February 24, 2018, 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, if elected, and a commitment by the nominee to
meet personally with the Nominating and Corporate Governance Committee members.
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 Director recommended by a shareholder.
Compensation Committee
The members of the Compensation Committee are Messrs. Balson (Chairperson), Ballard and Federico. The independence of each member of the Compensation Committee is
determined annually by the 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.
The Compensation Committee met three times during 2016, and acted via unanimous written consent on three 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. 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 in July 2016 and can be found on the Company’s corporate and investor website
(“Investors—Corporate Governance” section on
biz.dominos.com
).
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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12
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
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Corporate
Governance Principles and Director Information
(continued)
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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 Director
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)”).
Audit Committee
The members of the Audit Committee are Ms. Cantor (Chairperson) and Messrs. Goldman and Trojan. The independence of each member of the Audit Committee is determined
annually by the full Board of Directors in accordance with Section 303A.05 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 is independent. Additionally, the Board has determined that each member of the Audit Committee is financially literate as required by Section 303A.07(a) of the NYSE listed company rules, and two of its members, Ms. Cantor and
Mr. Trojan, are audit committee financial experts under Item 407(d)(5) of Regulation
S-K.
The Audit Committee met
five times during 2016. The Audit Committee Charter, as approved by the Board, can be found on the Company’s corporate and investor website (“Investors—Profile—Corporate Governance” section on
biz.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, the Company’s system of internal controls, the internal audit function and the Company’s code of ethical conduct,
(ii) retaining and, if appropriate, terminating the independent registered public accountants, and (iii) approving audit and
non-audit
services to be performed by the independent registered public
accountants.
The Audit Committee has adopted a policy under which audit and
non-audit
services to be rendered by the
Company’s independent public registered accountants are
pre-approved.
This policy can be found on the Company’s corporate and investor website (“Investors—Profile—Corporate
Governance” section on
biz.dominos.com
).
Audit and Other Service Fees
The following table sets forth the aggregate fees for professional services. All such services were
pre-approved
by the Audit
Committee and rendered by PricewaterhouseCoopers LLP for each of the last two fiscal years (dollars in thousands):
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2016
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2015
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Audit fees
(1)
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$
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1,632
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$
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1,472
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Audit-related fees
(2)
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104
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85
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All other fees
(3)
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2
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2
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Total
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$
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1,738
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$
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1,559
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(1)
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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 Form
10-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, services related to the Company’s enterprise system upgrade in 2016 and services related to the Company’s recapitalization transaction in 2015.
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(2)
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Includes fees for services related to the audit of the Domino’s advertising fund subsidiary and discussions concerning financial accounting and reporting matters.
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(3)
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Annual license fee for technical accounting research software.
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DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
13
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Audit Committee Report
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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. The Audit Committee has a policy with respect to the
pre-approval
of
non-audit
services.
Each member of the Audit Committee is independent as required under the NYSE listed company rules, including
those rules applicable to audit committee members. The Board has determined that two of its independent members during 2016, Ms. Cantor and Mr. Trojan, were audit committee financial experts under Item 407(d)(5) of Regulation
S-K.
The Audit Committee met five times during 2016.
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, the matters
required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) AS 1301 (Communications With Audit Committees), as modified or supplemented, and (iii) received the letter from PricewaterhouseCoopers LLP required by the
PCAOB regarding the independent accountants’ 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 Form
10-K
for fiscal 2016 for filing with the Securities and Exchange
Commission (“SEC”).
The Audit Committee considered whether the provision of
non-audit
services by
PricewaterhouseCoopers LLP was compatible with maintaining such firm’s independence. After reviewing the services provided by PricewaterhouseCoopers LLP, including all
non-audit
services, the Audit
Committee, in accordance with its charter, authorized the reappointment of PricewaterhouseCoopers LLP as the independent registered public accountants of the Company, with such reappointment to be ratified by the shareholders at the Annual Meeting.
Respectfully submitted,
Audit Committee
Diana F. Cantor, Chairperson
James A. Goldman
Gregory A. Trojan
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14
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
|
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Proposal Two: Ratification of Independent Registered Public Accountants
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|
The Company’s Audit Committee has
selected PricewaterhouseCoopers LLP as the independent registered public accountants 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 accountants for the current year. Under applicable law, listed company rules and the
Company’s
By-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 Proxy will vote all Proxies in favor
of ratification. If the selection of PricewaterhouseCoopers LLP is not ratified, the Audit Committee will reconsider the selection of independent registered public accountants.
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 engage PricewaterhouseCoopers LLP for the 2017 audit if the Company determines such action to be necessary or desirable.
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Our Board
of Directors Unanimously Recommends a Vote
FOR
Ratification of the Selection of PricewaterhouseCoopers LLC as the Independent Registered Public Accountants of the Company
for the 2017 Fiscal Year
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✓
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DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
15
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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 own beneficially more than 5% of the
outstanding common stock, par value $0.01 per share, of the Company as of December 31, 2016:
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Common Stock, par value $0.01 per share
|
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|
Name and Address of Beneficial Owner
|
|
Amount and Nature of
Beneficial Ownership
|
|
|
Percentage of Class
|
|
|
Capital World Investors
(1)
|
|
|
5,401,678
|
|
|
|
11.23
|
%
|
|
333 South Hope Street
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|
|
|
|
|
|
|
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|
Los Angeles, CA 90071
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|
|
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|
|
|
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BlackRock, Inc.
(2)
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|
5,384,078
|
|
|
|
11.20
|
%
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|
55 East 52nd Street
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|
|
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|
New York, New York 10055
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|
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|
|
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FMR LLC
(3)
|
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|
4,668,533
|
|
|
|
9.71
|
%
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|
Abigail P. Johnson
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245 Summer Street
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Boston, Massachusetts 02110
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The Vanguard Group
(4)
|
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|
3,716,650
|
|
|
|
7.73
|
%
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|
100 Vanguard Blvd.
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Malvern, Pennsylvania 19355
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|
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|
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Tiger Global Management, LLC
(5)
|
|
|
3,000,000
|
|
|
|
6.24
|
%
|
|
Charles P. Coleman III
|
|
|
|
|
|
|
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|
Scott Schleifer
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|
|
|
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|
9 West 57th Street, 35th Floor
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|
|
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|
|
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New York, NY 10019
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|
|
|
|
|
|
|
|
|
|
|
|
|
SMALLCAP World Fund, Inc.
(6)
|
|
|
2,728,769
|
|
|
|
5.68
|
%
|
|
6455 Irvine Center Drive
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|
|
|
|
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|
Irvine, CA 92618-4518
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|
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(1)
|
Based on a Schedule 13G filed by the shareholder on February 13, 2017, Capital World Investors, a division of Capital Research and Management Company (“CRMC”), beneficially owns and has sole
dispositive power and sole voting power of 5,401,678 shares of common stock of the Company as a result of CRMC acting as investment advisor to various investment companies registered under section 8 of the Investment Company Act of 1940.
|
|
(2)
|
Based on a Schedule 13G filed by the shareholder on January 12, 2017, BlackRock, Inc. beneficially owns and has sole dispositive power with respect to 5,384,078 shares and has sole voting power with respect to
4,796,403 shares of common stock of the Company. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the common stock of the Company. No one person’s interest in the
common stock of the Company is more than 5% of the total outstanding common stock.
|
|
(3)
|
Based on a Schedule 13G filed by the shareholder on January 10, 2017, FMR LLC has sole voting power of 332,071 shares of common stock and sole dispositive power of 4,668,533 shares of common stock of the
Company. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the common stock of the Company. No one person’s interest in the common stock of the Company is more than
5% of the total outstanding common stock. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares of common stock owned directly by the Fidelity funds, which power resides with the funds’ Boards of
Trustees.
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|
(4)
|
Based on a Schedule 13G filed by the shareholder on February 9, 2017, The Vanguard Group is the beneficial owner of 3,716,650 shares of common stock of the Company, has sole voting power of 39,764 shares, shared
voting power of 8,672, sole dispositive power of 3,668,914 shares and shared dispositive power of 47,736 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 26,064 shares of
common stock of the Company as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 35,372 shares of
common stock of the Company as a result of its serving as investment manager of Australian investment offerings.
|
|
(5)
|
Based on a Schedule 13G filed by the shareholders on February 17, 2017, Tiger Global Management, LLC, Charles P. Coleman III and Scott Shleifer beneficially own and have shared dispositive power and shared
voting power of 3,000,000 shares of common stock of the Company. All securities reported are owned by advisory clients of Tiger Global Management, LLC and/or its related persons’ proprietary accounts. None of such persons individually own more
than 5% of the outstanding shares of the Company.
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(6)
|
Based on a Schedule 13G filed by SMALLCAP World Fund, Inc. (“SMALLCAP”) on February 14, 2017, SMALLCAP, an investment company registered under the Investment Company Act of 1940 which is advised by
CRMC, is the beneficial owner of 2,728,769 shares of common stock of the Company. Under certain circumstances, SMALLCAP may vote the shares of the fund. These shares may also be reflected in a filing made by Capital Research Global Investors,
Capital International Investors, and/or Capital World Investors.
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|
|
|
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|
16
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
|
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|
|
Stock Ownership
Information
(continued)
|
|
|
The foregoing information is based upon
Schedule 13G reports or amendments filed with the SEC by the above beneficial owners in 2017, with respect to their holdings of the common stock of Domino’s Pizza, Inc. as of December 31, 2016.
Security Ownership of Management
The following table sets forth, as of January 1, 2017, 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, by each nominee for election as a Director of the Company, by the named executive officers listed in the Summary Compensation Table starting on page 34 of this Proxy Statement, and
by all Directors and executive officers as a group.
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|
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|
Name of Beneficial Owner
|
|
Amount and
Nature of Beneficial
Ownership
|
|
|
Percentage of
Class
|
|
|
J. Patrick Doyle
(1)
|
|
|
1,007,413
|
|
|
|
2.10
|
%
|
|
Russell J. Weiner
(2)
|
|
|
137,149
|
|
|
|
*
|
|
|
Richard E. Allison, Jr.
(3)
|
|
|
137,592
|
|
|
|
*
|
|
|
Jeffrey D. Lawrence
(4)
|
|
|
43,040
|
|
|
|
*
|
|
|
Judith L. Werthauser
(5)
|
|
|
9,317
|
|
|
|
*
|
|
|
David A. Brandon
|
|
|
8,848
|
|
|
|
*
|
|
|
C. Andrew Ballard
|
|
|
1,861
|
|
|
|
*
|
|
|
Andrew B. Balson
(6)
|
|
|
91,823
|
|
|
|
*
|
|
|
Diana F. Cantor
(7)
|
|
|
17,950
|
|
|
|
*
|
|
|
Richard L. Federico
|
|
|
8,800
|
|
|
|
*
|
|
|
James A. Goldman
|
|
|
14,164
|
|
|
|
*
|
|
|
Gregory A. Trojan
|
|
|
5,950
|
|
|
|
*
|
|
|
All Directors and executive officers as a group (18
persons)
(8)
|
|
|
1,716,158
|
|
|
|
3.57
|
%
|
|
(1)
|
Includes 953,524 shares of common stock issuable upon exercise of options that were exercisable on January 1, 2017 or within 60 days thereafter.
|
|
(2)
|
Includes 110,467 shares of common stock issuable upon exercise of options that were exercisable on January 1, 2017 or within 60 days thereafter.
|
|
(3)
|
Includes 115,720 shares of common stock issuable upon exercise of options that were exercisable on January 1, 2017 or within 60 days thereafter. Also includes 400 shares of common stock owned by
Mr. Allison’s children.
|
|
(4)
|
Includes 26,199 shares of common stock issuable upon exercise of options that were exercisable on January 1, 2017 or within 60 days thereafter.
|
|
(5)
|
Includes 3,997 shares of common stock issuable upon exercise of options that were exercisable on January 1, 2017 or within 60 days thereafter.
|
|
(6)
|
Includes 35,000 shares of common stock issuable upon exercise of options that were exercisable on January 1, 2017 or within 60 days thereafter. Also includes 27,310 shares of common stock held in the Andrew B. Balson
2004 Irrevocable Family Trust, and 8,870 shares of common stock held in the Andrew B. Balson 2011 Irrevocable Family Trust.
|
|
(7)
|
Includes 6,000 shares of common stock issuable upon exercise of options that were exercisable on January 1, 2017 or within 60 days thereafter.
|
|
(8)
|
Includes an aggregate of 1,403,605 shares of common stock issuable upon exercise of outstanding options that were exercisable on January 1, 2017 or within 60 days thereafter.
|
The information with respect to beneficial ownership is based upon information furnished by each 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.
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DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
17
|
|
|
|
|
|
|
|
Stock Ownership
Information
(continued)
|
|
|
Compensation Committee Interlocks and Insider Participation
During fiscal 2016, Messrs. Balson (Chairperson), Ballard and Federico served on the Compensation Committee. During fiscal 2016, 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 Regulation
S-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 2016.
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|
|
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|
18
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
|
|
|
|
|
|
Executive Compensation
|
|
|
Compensation Committee Report
We have reviewed and discussed the Compensation Discussion and Analysis with management. Based on these reviews and discussions, 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 2016 Annual Report on Form
10-K
for filing with the SEC.
Respectfully submitted,
Compensation Committee
Andrew B. Balson, Chairperson
C. Andrew Ballard
Richard L. Federico
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|
|
|
|
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
19
|
|
|
|
|
|
|
|
Compensation Discussion and Analysis
|
|
|
Executive Summary
Domino’s Pizza’s objective is to be a worldwide leader in the pizza industry and one of the top restaurant brands in the world. To accomplish this, the
Compensation Committee of the Board of Directors believes that Domino’s must recruit and retain qualified and high-performing executives to help attain the Company’s business goals and objectives, and we have established short and
long-term compensation programs that we believe support this mission.
The Compensation Discussion and Analysis describes the Company’s executive compensation
program, philosophy and objectives as they relate to our 2016 named executive officers listed below:
|
•
|
|
J. Patrick Doyle: President and Chief Executive Officer (“CEO”)
|
|
•
|
|
Russell J. Weiner: President-Domino’s USA
|
|
•
|
|
Richard E. Allison, Jr.: President-Domino’s International
|
|
•
|
|
Jeffrey D. Lawrence: Executive Vice President and Chief Financial Officer (“Chief Financial Officer”)
|
|
•
|
|
Judith L. Werthauser: Executive Vice President and Chief People Officer (“Chief People Officer”)
|
Fiscal 2016 Business Performance.
The Company completed another profitable year in fiscal 2016. The following table illustrates the Company’s growth in fiscal 2016 in terms of revenues, segment income (as defined and disclosed in Note
11 to the Company’s consolidated financial statements for the fiscal year ended January 1, 2017), income from operations and stock price relative to fiscal 2015 and fiscal 2014.
|
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|
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|
(Dollars in millions, except stock price)
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
Change from
2014 to 2016
(%)
|
|
|
Revenues
|
|
$
|
2,472.6
|
|
|
$
|
2,216.5
|
|
|
$
|
1,993.8
|
|
|
|
24.0
|
%
|
|
Segment Income
|
|
$
|
511.6
|
|
|
$
|
456.7
|
|
|
$
|
397.6
|
|
|
|
28.7
|
%
|
|
Income from Operations
|
|
$
|
454.0
|
|
|
$
|
405.4
|
|
|
$
|
345.4
|
|
|
|
31.4
|
%
|
|
Stock Price (Fiscal Year End)
|
|
$
|
159.24
|
|
|
$
|
111.25
|
|
|
$
|
95.45
|
|
|
|
127.7
|
%
(1)
|
|
(1)
|
Percent increase is calculated from the Company’s closing stock price on the first day of the 2014 fiscal year ($69.92) in order to capture the three-year change.
|
The Company’s performance during fiscal 2016, and for the three-year period ending with fiscal 2016, demonstrated significantly improved financial results and a
corresponding strong growth in the Company’s stock price.
2016 Key Performance and Compensation Highlights.
Key events with
respect to the Company’s 2016 compensation program are as follows:
|
•
|
|
Base salaries of the named executive officers who received an adjustment in fiscal 2016 increased, on average, 5.275%;
|
|
•
|
|
For performance periods commencing in 2016, the designs of the Domino’s Pizza Senior Executive Annual Incentive Plan (the “AIP”) and the Amended Domino’s Pizza 2004 Equity Incentive Plan (the
“EIP”) were modified in December 2015, as follows:
|
|
|
-
|
|
With respect to the AIP, the Company eliminated the
mid-year
measurement period and payout, and increased the performance threshold from 85% of the full-year performance target to
90% of the full-year performance target; and
|
|
|
-
|
|
With respect to the EIP, the Company increased the vesting performance threshold for performance shares from 85% of the full-year performance target to 90% of the full-year performance target;
|
|
•
|
|
Outcomes under the incentive plans for performance periods ending during 2016 were above target, reflecting industry-leading financial results; and
|
|
•
|
|
The 2016 performance in relation to the AIP (based on adjusted net segment income) was achieved at 106.06% of target, resulting in a payout of awards at 160.6% of target.
|
|
|
|
|
|
|
|
20
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
|
|
|
|
|
|
Compensation
Discussion and Analysis
(continued)
|
|
|
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, Directors and other employees participate. The goal of the Company’s compensation program is to attract, motivate and retain talented 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 programs for named executive officers are designed to be compatible with and to enhance these commitments, as well as to encourage strong financial
performance on both an annual and long-term basis.
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 the CEO and our other named executive officers are: (i) annual base salary, (ii) annual target performance incentives under the AIP, and (iii) long-term
incentive compensation consisting of stock options and performance shares granted under the EIP, as well as certain perquisites and other benefits.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary
|
|
+
|
|
Performance Incentive
(cash award under AIP)
|
|
+
|
|
Long-term
Incentive Compensation
(performance shares and
stock options under EIP)
|
|
=
|
|
TOTAL DIRECT COMPENSATION
|
The Compensation Committee places a significant focus on performance-based compensation, which is provided in the form of annual
performance incentives under the AIP and stock options and performance shares under the EIP. For fiscal 2016, approximately 67% of the target total direct compensation for Messrs. Weiner, Allison and Lawrence is attributable to performance-based
compensation, and approximately 60% of the target total direct compensation for Ms. Werthauser is attributable to performance-based compensation.
For our CEO,
the Compensation Committee places even more emphasis on the performance-based components of total direct compensation, so that approximately 83% of Mr. Doyle’s target total direct compensation for fiscal 2016 is performance-based
compensation. Our strong focus on performance-based compensation rewards strong Company financial performance and aligns the interests of our named executive officers with those of our shareholders.
Other aspects of the Company’s 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:
|
•
|
|
Meaningful stock ownership guidelines for executives;
|
|
•
|
|
No obligations for the Company to provide tax
gross-ups
on change in control-related payments;
|
|
•
|
|
A cap on maximum annual performance incentives;
|
|
•
|
|
No special or supplemental pension or death benefits for our named executive officers;
|
|
•
|
|
A clawback policy on performance-based compensation for certain executive officers; and
|
|
•
|
|
Anti-pledging and anti-hedging provisions contained in our Insider Trading Policy.
|
Compensation Philosophy and Process
Compensation Committee Philosophy
. The Compensation Committee determines the
total direct compensation levels, the components thereof and relative weightings for our named executive officers. The Compensation Committee generally targets the 50th percentile of the applicable benchmark (i.e., peer group or broader quick
service restaurant industry, as described below) when setting target total direct compensation levels for our CEO and other named executive officers. Employee performance and executive-specific considerations, actual performance related to the
incentive plan measures used and stock price performance can result in our named executive officers’ actual total direct compensation being above or below the 50th percentile in any given year. Our use of peer groups and other data in making
compensation decisions is described below.
|
|
|
|
|
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
21
|
|
|
|
|
|
|
|
Compensation
Discussion and Analysis
(continued)
|
|
|
Compensation
Setting Process
. 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 independent
professional compensation consultants, currently Willis Towers Watson (“WTW”), as well as public information about comparable companies within the Company’s industry, and evaluates such levels in light of individual performance as
well as the Company’s growth and profitability. In making such determinations, the Compensation Committee reviews the nature and scope of each named executive officer’s responsibilities, as well as his or her effectiveness in supporting
the Company’s long-term goals. The Compensation Committee attempts to set salary, annual performance incentives, long-term incentive compensation and other compensation at levels that will attract, motivate, and retain superior executive talent
in a highly competitive environment.
In 2016, the Compensation Committee conducted a review of the total direct compensation of our named executive officers using
data provided by WTW. The Compensation Committee generally targets the total direct compensation mix of our President-Domino’s USA, President-Domino’s International 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 Chief People Officer, this target mix is 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.
|
|
|
|
|
|
|
22
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
|
|
|
|
|
|
Compensation
Discussion and Analysis
(continued)
|
|
|
As noted previously, for our CEO, the
Compensation Committee places more emphasis on the performance-based components of total direct compensation so that his target mix for fiscal 2016 is generally allocated as annual base salary (17%), annual performance incentive (33%) and
long-term incentive compensation (50%)%), based on the grant date value of long-term incentive compensation and assuming target performance for annual performance incentives and long-term incentive compensation. The Compensation Committee believes
that, for our CEO, the proportion of his performance-based compensation as a component of total direct compensation should be greater than that of his annual base salary because performance-based compensation better serves to align our CEO’s
interest with the interests of the Company’s shareholders.
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 related to the applicable incentive plan measures and stock price performance. For fiscal 2016, the amount of annual
performance incentive indicated in the Summary Compensation Table as earned by our named executive officers is greater than the respective stated target percentage due to overachievement by the Company in relation to the AIP.
|
|
|
|
|
Consideration of
Say-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 the
“say-on-pay”
proposal presented at the Company’s 2016 annual
meeting of shareholders. At the 2016 annual meeting, 93.9% of votes cast were in support of the compensation provided to our named executive officers. In light of our shareholders’ continued support and the success of the executive compensation
program, the Compensation Committee made minimal changes to the program during 2016 in response to the
“say-on-pay”
vote. The Compensation Committee concluded
that the Company continues to provide a competitive
pay-for-performance
package that effectively incentivizes and retains executives.
|
|
|
|
|
|
|
|
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
23
|
|
|
|
|
|
|
|
Compensation
Discussion and Analysis
(continued)
|
|
|
In addition to considering the results of the
2016
“say-on-pay”
vote as described above, the Company also engaged in discussions with certain key shareholders to solicit feedback regarding our executive
compensation program. As a result of those discussions, the Compensation Committee identified select elements of the program as areas of interest to shareholders and has addressed the issues raised with respect to those areas of interest as follows:
|
|
|
|
|
Shareholder Area of Interest
|
|
How we addressed in 2016
|
|
Voting policy for Directors
|
|
Implemented a majority voting policy for Directors effective with the 2016 director election
|
|
Mid-year
bonus payout
|
|
Eliminated
mid-year
AIP bonus payouts for executives, effective for 2016
|
|
Payout threshold for AIP
|
|
Increased the payout threshold for the AIP from 85% to 90% of target, effective for 2016
|
|
EIP vesting
|
|
Increased the vesting threshold for performance shares issued under the EIP from 85% to 90% of target, effective for 2016
|
Role of the Compensation Consultant.
The Compensation Committee has the authority under its charter to
engage the services of outside advisors, experts and others to assist the Compensation Committee and also to discontinue such services. In accordance with this authority, the Compensation Committee has engaged WTW as an independent compensation
consultant to advise the Compensation Committee on matters related to executive compensation. The Company has assessed the independence of WTW pursuant to Item 407(e)(3)(iv) of Regulation
S-K
and
concluded that no conflict of interest exists that would prevent WTW from independently representing the Compensation Committee. In 2016, WTW did not attend any Compensation Committee meetings. However, WTW prepared an executive compensation
governance update that was provided to the Compensation Committee at the July 2016 meeting, and an analysis on executive competitive pay practices that was provided to the Compensation Committee at the December 2016 meeting. In addition, the
Compensation Committee used WTW data in evaluating and determining our named executive officers’ total direct compensation, and the components thereof, as described below. The Compensation Committee has used, and intends to continue to use, WTW
in 2017.
Benchmarking and Peer Group
. The Compensation Committee evaluates executive compensation by measuring the total direct
compensation of our named executive officers against benchmarks of the Company’s peer group and of other comparable companies. It conducts an annual review of executive compensation by analyzing several peer group and market surveys, including
executive officer compensation studies prepared by WTW in each of 2015 and 2016 (the “WTW Studies”) which reflect relevant general industry and quick service restaurant industry compensation levels. The Compensation Committee generally
uses a composite of these peer group and market surveys to determine compensation levels for our named executive officers and to determine the named executive officers’ total direct compensation and components thereof. For 2016, the
Compensation Committee targeted the annual base salary for the CEO to be at the market median and total direct compensation for the CEO to be approximately 100% of the market median 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 of the Chief Executive Officer” below. The Compensation Committee targeted 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 2016. For 2016, the base salaries of the named executive officers other than Mr. Doyle ranged from 77% to 117% of the
median base salary from the industry compensation survey data.
|
|
|
|
|
|
|
24
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
|
|
|
|
|
|
Compensation
Discussion and Analysis
(continued)
|
|
|
In July 2015, the Company selected the
following companies to include in its peer group for use in its executive compensation review applicable to the 2016 fiscal year. There were no changes made to the peer group selected in July 2016 for the Company’s executive compensation review
relative to the 2017 fiscal year.
|
|
|
|
|
2016 Peer Group
|
|
|
|
|
Bloomin’ Brands, Inc.
|
|
Jack in the Box Inc.
|
|
Brinker International, Inc.
|
|
Marriott International, Inc.
|
|
Buffalo Wild Wings, Inc.
|
|
Panera Bread Co.
|
|
Chipotle Mexican Grill, Inc.
|
|
Papa John’s International Inc.
|
|
Cracker Barrel Old Country Store, Inc.
|
|
Restaurant Brands International, Inc.
|
|
Darden Restaurants, Inc.
|
|
The Cheesecake Factory Incorporated
|
|
Dunkin’ Brands Group, Inc.
|
|
The Wendy’s Company
|
|
Hyatt Hotels Corporation
|
|
|
The following criteria were considered in determining the members of the Company’s 2016 peer group: publicly-traded, retail or
hospitality industry companies, revenues generally between 0.25 times and 3.0 times that of the Company, and a similar business model, complexity of business and recruiting pool for executives.
Role of Executive Officers in Establishing Compensation
. The Company’s executive officers have a limited role in the executive
compensation process. The CEO, the Chief People Officer and the Chairperson of the Compensation Committee annually review the performance of each named executive officer (other than the CEO) and the Company’s other executive officers and make
recommendations to the Compensation Committee. In addition, the Chairman of the Board and the Chairperson of the Compensation Committee review the performance of the CEO and make recommendations to the Compensation Committee. The scope of these
reviews is to evaluate performance for a given year and make compensation recommendations for that year and the subsequent year. 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 presented to the Compensation Committee for approval. 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 are then ratified by our Board of Directors.
Use of Tally Sheets.
The Compensation Committee, with the assistance of management of the Company, created tally sheets to facilitate
the Compensation Committee’s review of the total direct compensation 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 the tally sheets for our named executive officers. The tally sheets contained annual cash compensation (base salary and annual performance incentives), other compensation, stock
option exercises, equity award vesting events and annual equity award grants under the EIP, and also includes Accounting Standards Codification 718 (“ASC 718”) fair market values for the grants, potential severance payments, and equity
award holdings with the total
in-the-money
value at the end of the fiscal year.
Equity Award Processes.
Equity awards are generally granted at the regularly scheduled meetings of the Compensation Committee in February and July of each year. The specific date of these meetings is set by the Board of Directors, along
with other Board and committee meetings, generally one to three years in advance. On occasion, in connection with new hires, promotions or certain corporate events, equity awards have been granted at other times throughout the year. The Compensation
Committee does not have any plans, practices or policies of timing these equity award grants in coordination with the release of material
non-public
information and the Company does not have any plans,
practices or policies of timing the release of material
non-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.
common stock on the NYSE on the date of the grant.
|
|
|
|
|
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
25
|
|
|
|
|
|
|
|
Compensation
Discussion and Analysis
(continued)
|
|
|
Components of Total Direct Compensation
Annual Base Salary
. The Compensation Committee annually reviews and approves the base salaries, and any adjustments thereto, of our
named executive officers. In making these determinations, the Compensation Committee considers various factors such as:
|
•
|
|
Industry compensation survey data found in the WTW Studies;
|
|
•
|
|
Peer group compensation information found in the WTW Studies;
|
|
•
|
|
The executive’s employment agreement with the Company;
|
|
•
|
|
The executive’s individual performance, responsibilities, leadership and years of experience; and
|
|
•
|
|
The performance of the Company.
|
For 2016, the base salaries for our named executive officers, excluding Mr. Doyle,
ranged from 77% to 117% of the median base salary from the industry compensation survey data, generally consistent with the Compensation Committee’s target to pay at the 50
th
percentile of
the benchmark.
The 2016 base salaries for our named executive officers, including any year-over-year change, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
2015
Base Salary
|
|
|
2016
Base Salary
|
|
|
Overall % Change
(Year-Over-Year)
|
|
|
J. Patrick Doyle
|
|
$
|
975,000
|
|
|
$
|
1,025,000
|
|
|
|
5.1
|
%
|
|
Russell J. Weiner
|
|
$
|
550,000
|
|
|
$
|
580,000
|
|
|
|
5.5
|
%
|
|
Richard E. Allison, Jr.
|
|
$
|
550,000
|
|
|
$
|
580,000
|
|
|
|
5.5
|
%
|
|
Jeffrey D. Lawrence
|
|
$
|
400,000
|
|
|
$
|
420,000
|
|
|
|
5.0
|
%
|
|
Judith L. Werthauser
|
|
|
N/A
|
(1)
|
|
$
|
450,000
|
|
|
|
N/A
|
|
|
(1)
|
Ms. Werthauser’s employment with the Company began January 4, 2016.
|
Annual Performance Incentives
. The following section describes the annual performance incentive for fiscal 2016 for each of our named
executive officers under the AIP. For 2016, the annual performance targets for the CEO and named executive officers were as follows:
|
|
|
|
|
|
|
Executive
|
|
2016 Annual Performance
Incentive Target
(% of annual base salary)
|
|
|
J. Patrick Doyle
|
|
|
200
|
%
|
|
Russell J. Weiner
|
|
|
100
|
%
|
|
Richard E. Allison, Jr.
|
|
|
100
|
%
|
|
Jeffrey D. Lawrence
|
|
|
100
|
%
|
|
Judith L. Werthauser
|
|
|
50
|
%
|
The Compensation Committee establishes the performance measures and targets and approves annual performance incentive payouts for the
named executive officers based on whether the
pre-established
performance targets associated with such incentives have been met. The Compensation Committee made annual performance incentive awards under the
AIP to each of the named executive officers for fiscal 2016.
The Compensation Committee, Board of Directors and shareholders last approved the AIP in 2015. The AIP
allows the Compensation Committee flexibility in establishing the participants, performance measures, performance periods and performance targets, including minimum and maximum annual payment thresholds. For fiscal 2016, 90% of the applicable
performance target was required to be achieved in order for AIP participants to be eligible to receive an annual performance incentive payout and 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. In February 2016, the Compensation Committee established the annual performance measure, list of participants and target incentive amounts
under the AIP for senior executives of the Company for the 2016 fiscal year. For 2016, all of the named executive officers were participants under the AIP.
|
|
|
|
|
|
|
26
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
|
|
|
|
|
|
Compensation
Discussion and Analysis
(continued)
|
|
|
For annual performance incentives granted with
respect to fiscal 2016, the measurement of such performance, as applied to all of the named executive officers, was segment income as defined by the Company under Accounting Standards Codification 280 (“ASC 280”), with certain adjustments
(referred to as “adjusted net segment income”), measured over the full 2016 fiscal year. The Compensation Committee believes that the use of adjusted net 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 and determine future performance targets and for long-range planning for the Company.
In December 2015, effective for the 2016 fiscal year, the Compensation Committee made the following changes to the AIP:
|
|
(i)
|
the
mid-year
measurement period and
mid-year
payments available under the AIP in prior years were eliminated in favor of a full-year
measurement period and
once-per-year
payout;
|
|
|
(ii)
|
the performance threshold was increased from 85% of the full-year performance target to a more challenging 90%, meaning that participants would only be eligible to receive an annual performance incentive payout when
performance exceeds 90% of the performance target;
|
|
|
(iii)
|
the payment formula was revised to pay participants 1% of their annual performance incentive target for every incremental 0.1% in excess of the performance threshold achieved by the Company.
|
For illustrative purposes, assume a named executive officer had an annual base salary of $100,000 per year and was eligible for an annual performance incentive target
of 100% of his annual salary. Further assume that the Company had an annual performance target of $10,000,000. The Compensation Committee determined the following:
|
•
|
|
If the annual performance result was $10,100,000, or 101.0% achievement of the annual performance target, the Company would pay the named executive officer 110% of his annual performance incentive target, or $110,000.
In other words, for 1% outperformance versus target, an additional 10% of target would be awarded.
|
|
•
|
|
Conversely, assume the annual performance result was $9,500,000, or 95% achievement of the annual performance target. In this situation, the Company would pay the named executive officer 50% (1% for every 0.1% over the
performance threshold) of his or her annual performance incentive target, or $50,000.
|
|
•
|
|
Finally, assume the annual performance result was $9,000,000 achievement of the annual performance target. Given the revised performance threshold, the Company would pay the named executive officer 0% of his or her
annual performance incentive target in this situation.
|
|
|
|
|
|
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
27
|
|
|
|
|
|
|
|
Compensation
Discussion and Analysis
(continued)
|
|
|
For the named executive officers, the annual
performance target for fiscal 2016 was achievement of $482 million in adjusted net segment income. The annual performance target was set to be aggressive, yet realistic to sufficiently motivate executive performance. As shown below, the
Compensation Committee has raised the annual performance target by 9.5% or more from the previous year’s target in each of the last seven fiscal years. This is an increase of 3.8% in 2016 from 2015’s actual results for the
53-week
fiscal year, and annual performance targets increased by 5% over the previous year’s actual results in the each of the prior five years, thereby continuing to require superior performance in a
highly-competitive market to achieve the annual performance target.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
%
|
The Company believes that its annual performance
incentive structure for executives that is closely tied to the Company’s performance objectives is relatively difficult to achieve, as evidenced by the payout of less than 70.0% of the annual performance incentive for fiscal 2006 and no annual
performance incentive payout for fiscal 2007 and fiscal 2008. The Company’s current seven-year trend of higher than 100% achievement for performance targets has corresponded with the significant growth of the Domino’s business over that
time. This growth has been driven by many factors, including the reformulation and launch of our hand-tossed pizza in 2009, an increased focus on technology platforms and creative advertising that highlights our growing brand and product offerings.
The Company’s domestic sales performance continues to be top of the QSR industry with a
7-year
domestic same store sales average increase of over 7%. Beginning 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 and 10.5% in 2016. In addition, the Company’s common stock has increased 3,281% from January 1, 2009 through
December 31, 2016. These business results have led a very competitive industry and have manifested in overachievement in relation to the annual performance incentive targets during this same time period. In addition, because 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 his or her annual performance incentive targets was equal.
The specific performance targets established by the Compensation Committee are based on the financial planning of the Company 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.
|
|
|
|
|
|
|
28
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
|
|
|
|
|
|
Compensation
Discussion and Analysis
(continued)
|
|
|
The amount of the payouts for 2016 exceeded
the target annual performance incentive payout because actual performance was 106.06% of target performance. Accordingly, pursuant to the terms of the plan described above, based on this level of performance, the Compensation Committee determined
that 160.6% of the target incentive payout was earned by our named executive officers for fiscal 2016.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016 Target Annual
Performance Incentive
|
|
|
Company
Performance
|
|
|
2016 Actual Payout
|
|
|
Executive
|
|
% of
Salary
|
|
|
Dollar Value
|
|
|
%
Achievement
|
|
|
% of
Target
|
|
|
Dollar Value
|
|
|
J. Patrick Doyle
|
|
|
200
|
%
|
|
$
|
2,050,000
|
|
|
|
106.06
|
%
|
|
|
160.6
|
%
|
|
$
|
3,292,300
|
|
|
Russell J. Weiner
|
|
|
100
|
%
|
|
$
|
580,000
|
|
|
|
106.06
|
%
|
|
|
160.6
|
%
|
|
$
|
931,480
|
|
|
Richard E. Allison, Jr.
|
|
|
100
|
%
|
|
$
|
580,000
|
|
|
|
106.06
|
%
|
|
|
160.6
|
%
|
|
$
|
931,480
|
|
|
Jeffrey D. Lawrence
|
|
|
100
|
%
|
|
$
|
420,000
|
|
|
|
106.06
|
%
|
|
|
160.6
|
%
|
|
$
|
674,520
|
|
|
Judith L. Werthauser
|
|
|
50
|
%
|
|
$
|
225,000
|
|
|
|
106.06
|
%
|
|
|
160.6
|
%
|
|
$
|
361,350
|
|
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 creating value for those shareholders. To that end, the Compensation Committee provides and maintains a long-term
incentive compensation program administered through the EIP.
In 2016, our Board of Directors approved the following awards under the EIP to our named executive
officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
Stock Options
Granted (#)
|
|
|
Stock Option
Grant Value ($)
|
|
|
Performance Shares
Granted (#)
|
|
|
Performance Share
Grant Value ($)
|
|
|
J. Patrick Doyle
|
|
|
83,590
|
|
|
$
|
2,101,620
|
(1)
|
|
|
10,460
|
|
|
$
|
1,230,201
|
(4)
|
|
Russell J. Weiner
|
|
|
10,850
|
|
|
$
|
350,238
|
(2)
|
|
|
2,560
|
|
|
$
|
350,438
|
(5)
|
|
Richard E. Allison, Jr.
|
|
|
10,850
|
|
|
$
|
350,238
|
(2)
|
|
|
2,560
|
|
|
$
|
350,438
|
(5)
|
|
Jeffrey D. Lawrence
|
|
|
7,360
|
|
|
$
|
237,581
|
(2)
|
|
|
1,740
|
|
|
$
|
238,189
|
(5)
|
|
Judith L. Werthauser
|
|
|
22,970
|
|
|
$
|
625,352
|
(3)
|
|
|
5,320
|
|
|
$
|
626,743
|
(6)
|
|
(1)
|
Based on a Black-Scholes value on February 24, 2016 of $25.142 per share.
|
|
(2)
|
Based on a Black-Scholes value on July 20, 2016 of $32.28 per share.
|
|
(3)
|
Represents (i) 15,990 stock options with a Black-Scholes value on January 4, 2016 of $25.018 per share, plus (ii) 6,980 stock options with a Black-Scholes value on July 20, 2016 of $32.28 per share.
|
|
(4)
|
Based on our closing stock price on February 24, 2016 of $117.61 per share.
|
|
(5)
|
Based on our closing stock price on July 20, 2016 of $136.89 per share.
|
|
(6)
|
Represents (i) 3,670 shares based on our closing stock price on January 4, 2016 of $109.23 per share, plus (ii) 1,650 shares based on our closing stock price on July 20, 2016 of $136.89 per share.
|
Performance Shares
. In 2016, 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 practices and are an important component in its diversified equity compensation strategy. Recipients of performance shares do not receive a benefit from
the award unless the Company achieves the applicable performance goal. The actual value of the shares that are earned, if any, will depend on our stock price at the time the performance shares vest and shares are delivered to our named executive
officers. 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 shareholder
wealth, as reflected by the market price of the Company’s common stock.
Performance share awards are full value awards that consist of Domino’s Pizza,
Inc. common stock with both time-based and performance-based vesting conditions. The awards vest over four years in four separate vesting tranches, and each vesting tranche has its own performance-based vesting condition that is established annually
by the Compensation Committee. For performance shares granted in 2016 (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).
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DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
29
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Compensation
Discussion and Analysis
(continued)
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For performance share grants awarded prior to
fiscal 2016, the performance shares for each named executive officer vest only in the event that the Company achieves at least 85% of the annual performance target (with no additional performance shares earned for performance above 85% of the annual
performance target). Beginning with grants issued in fiscal 2016, the required achievement percentage for vesting of performance share grants is 90% or more of the annual performance target (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, or less than 90% for grants issued in fiscal 2016 or later, each respective vesting tranche is canceled and forfeited for no
consideration. The performance shares do not contain a provision for partial vesting. All unvested performance shares are canceled upon termination of the named executive officer’s employment, except in certain circumstances such as death and
qualified retirement. The performance target with respect to the 2016 fiscal year was achieved for all performance shares previously granted with a 2016 vesting tranche.
The specified service and age requirements for qualified retirement by an employee are ten years of continuous service and 55 years of age. Upon the achievement of the
qualified retirement requirements, in the event the named executive officer’s employment is terminated, the performance shares will continue to be eligible to vest upon the achievement of the applicable performance targets. Outstanding,
unvested performance shares are also eligible for dividends. Dividends accrue on such unvested performance shares and are delivered to the named executive officers if and when the performance shares vest. As of January 1, 2017, there were no
currently employed named executive officers who had achieved the qualified retirement requirements.
Stock Options
. In 2016, 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. Vested options are exercisable for a limited period of time after termination of employment. Upon death and qualified retirement, any unvested stock options become immediately vested and the period of exercisability is
extended until the end of the original term of the options. 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.
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 share awards, and cash payments intended to defray the cost of
awards. 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 terms
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 transaction by the Company. Grants of awards 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.
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 a
one-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.
Retirement and Pension Benefits
.
The Company does not maintain a defined benefit pension plan or retiree medical coverage for the named executive officers.
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30
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
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Compensation
Discussion and Analysis
(continued)
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Deferred
Compensation.
The Company maintains the Domino’s Pizza Deferred Compensation Plan (the “DCP”), a nonqualified elective deferred compensation plan, whereby our named executive officers, select senior management and Directors are
permitted to defer their own compensation. Deferred amounts under the DCP are 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. The DCP is described
more fully below.
Perquisites
. The Company makes a limited amount 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 his or her spouse. The Company also reimburses each named executive officer for their personal
purchases of Domino’s Pizza food items. Mr. Doyle is also entitled to a certain number of hours of personal use of the Company’s aircraft, as described below. Detailed information regarding perquisites provided to the 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-time employees with reasonable and competitive levels of benefits for the four
contingencies (retirement, death, disability and illness), which will interrupt the eligible employee’s employment and/or income received as an active employee. The retirement program consists of two savings plans; (i) a
tax-qualified
401(k) savings plan (the Domino’s Pizza 401(k) Savings Plan), and (ii) a
non-qualified
deferred compensation plan (the DCP referenced above). The
401(k) savings plan is open to all employees age 21 or older who have also worked at least 1,000 hours for the Company. The Company provides a match on employee 401(k) contributions equal to 100% on the first three percent (3%) contributed by
employees into their 401(k) funds and 50% on each of the fourth and fifth percent (4% and 5%) of employee 401(k) contributions.
The Company’s group insurance
program consists of life, disability and health insurance benefit plans that are offered to all full-time employees. 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.
Compensation for Chief Executive Officer
Mr. Doyle’s annual salary was increased by the Compensation Committee from $975,000 to $1,025,000 on March 1, 2016. Additionally, Mr. Doyle’s
employment agreement effective March 1, 2015 provides that Mr. Doyle be eligible for an annual performance incentive that is targeted at 200% of his annual base salary upon the achievement of the annual performance target, the actual
amount of which being based on the Company’s achievement of such performance targets under the AIP. The employment agreement also granted 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.
In February 2016, 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 83,590 shares with a four-year graded vesting period, a
ten-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 10,460 shares that vest equally over four years in separate
tranches. The performance shares have the same terms and conditions as those described above in the long-term incentive compensation section. In February 2017, 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 45,200 shares, and (ii) a performance share award of 7,720 shares, both with the same terms as the equity grants received in 2016.
Awards under the Company’s EIP in the form of stock options and performance shares are designed to reward demonstrated leadership, motivate future superior
performance, align the interests of the CEO with the shareholders and to retain the CEO. The Compensation Committee believes that Mr. Doyle’s compensation is appropriate in relation to his experience, skills, past performance and market
data.
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DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
31
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Compensation
Discussion and Analysis
(continued)
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|
|
In December 2015, WTW provided an executive
officer compensation study (the “2015 Study”) to the Compensation Committee that reflected relevant restaurant and quick service restaurant industry compensation levels. Among other factors, the Compensation Committee considered the
results of the 2015 Study when it set Mr. Doyle’s annual base salary at $1,025,000 per year as of March 1, 2016 (approximately 1% above the 2015 Study median). In December 2016, WTW provided an executive officer compensation study
(the “2016 Study”) to the Compensation Committee using a consistent methodology as the 2015 Study. Again, 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, whereby it elected to (i) keep Mr. Doyle’s annual base salary at $1,025,000 per year, (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. The 2015 Study and 2016 Study are described in more detail above in the section titled “Benchmarking and Peer Group.”
The Compensation Committee believes that Mr. Doyle’s annual base salary in 2016 is an appropriate annual base salary for the CEO as it is approximately 100%
of the market median according to the 2015 Study. Mr. Doyle’s 2016 annual base salary is slightly above the market median, his 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 seven 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. Mr. Doyle’s opportunities to
increase his future compensation will depend on the Company’s future performance and the competitive pay practices of comparable positions within the food-service industry.
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 named executive officers. The philosophy behind this practice is that stock options and performance shares require increased Company financial performance in order for the CEO and other executive officers to earn long-term incentive
compensation. 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, defined as total worldwide retail sales at Company-owned and franchise stores,
has increased 73% during Mr. Doyle’s seven-year tenure as CEO, and the Company’s segment income has increased 93% during this time. As it relates to an increase in shareholder value, the price of the Company’s common stock has
increased from $12.29 per share to $187.45 per share, or 1,425%, during Mr.
Doyle’s seven-year tenure as CEO.
Employment Agreements
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 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 Executive Officers.” We believe entering into
non-competition
and
non-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 retain
top-performing
executive officers.
Stock Ownership Guidelines
The Compensation Committee reviews the Company’s stock ownership guidelines annually. In July 2015, the Compensation Committee amended the guidelines to require
stock ownership after five years of employment or service with the Company at the individual’s current executive level equal to five times base salary for the CEO, four times base salary for President-level executives, and three times base
salary for the other named executive officers. 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.
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32
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
|
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Compensation Discussion and Analysis
(continued)
|
|
|
Clawback Policy
The Compensation Committee has adopted a clawback policy which provides that in the event of an accounting restatement due to material
non-compliance
with financial reporting requirement under the U.S. federal securities laws, the Compensation Committee has the right to use reasonable efforts to recover from any of our current or former
executive officers under Section 16 of the Exchange Act who received 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 announcement by the Company of its financial statement restatement. Such recovery shall be equal to the amount of excess compensation awarded or paid to such executive officer as a result of 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.
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, this limitation generally does not apply to performance-based compensation under a plan that is approved by the shareholders of
a company that also meets certain other technical requirements. The Compensation Committee has utilized performance-based compensation programs that are intended to meet the requirements for performance-based compensation under Section 162(m).
At the Company’s 2015 annual meeting of shareholders, the shareholders approved the AIP, under which compensation that is intended to qualify as exempt performance-based compensation under Section 162(m) may be paid. However, the
Compensation Committee also realizes that in order to attract and retain individuals with superior talent, it must have the flexibility to pay, and it has paid, compensation that is not deductible under Section 162(m). The Compensation
Committee views the tax deductibility of executive compensation as one factor to be considered in the context of an overall compensation philosophy, but not the only factor.
Risk Assessment Disclosure
In February 2017, the Compensation Committee, in consultation with WTW and senior human resource executives of the Company, reviewed the risk assessment for risks
associated with the Company’s compensation practices and policies for employees. Based upon the assessment performed, the 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 financial results of the
Company.
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DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
33
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Executive
Compensation Tables
|
|
|
Summary Compensation Table for 2016
The following table summarizes compensation awarded or paid to, or earned by, each of the named executive officers for each of the Company’s last three completed
fiscal years. All information set forth in this table reflects compensation earned by these individuals for services with Domino’s Pizza.
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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
($)
|
|
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All Other
Compensation
($)
(3)
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|
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Total ($)
|
|
|
J. Patrick Doyle
President, Chief Executive Officer
|
|
|
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
|
|
|
|
|
2014
|
|
|
|
915,481
|
|
|
|
—
|
|
|
|
2,159,554
|
|
|
|
1,665,164
|
|
|
|
2,255,150
|
|
|
|
—
|
|
|
|
457,672
|
|
|
|
7,453,021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell J. Weiner
President, Domino’s U.S.A.
|
|
|
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
|
|
|
|
|
2014
|
|
|
|
492,218
|
|
|
|
—
|
|
|
|
592,453
|
|
|
|
335,000
|
|
|
|
670,450
|
|
|
|
—
|
|
|
|
52,136
|
|
|
|
2,142,257
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard E. Allison, Jr.
President, Domino’s International
|
|
|
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
|
|
|
|
|
2014
|
|
|
|
471,638
|
|
|
|
—
|
|
|
|
433,826
|
|
|
|
317,159
|
|
|
|
670,450
|
|
|
|
—
|
|
|
|
116,186
|
|
|
|
2,009,259
|
|
|
|
|
|
|
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|
|
|
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|
|
Jeffrey D. Lawrence
Executive Vice President, Chief Financial Officer
(4)
|
|
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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
|
|
|
|
|
2014
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Judith L. Werthauser
Executive Vice President, Chief People Officer
(4)
|
|
|
2016
|
|
|
|
432,692
|
|
|
|
—
|
|
|
|
368,166
|
|
|
|
625,352
|
|
|
|
361,350
|
|
|
|
—
|
|
|
|
140,014
|
|
|
|
1,927,574
|
|
|
|
|
2015
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
2014
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
(1)
|
The dollar amounts listed do not necessarily reflect the dollar amounts of compensation actually realized or that may be realized by our executive officers. Assumptions used in the calculation of these amounts are
included in footnote 9 to the Company’s audited financial statements for the fiscal year ended January 1, 2017 included in the Company’s Annual Report on Form
10-K
filed with the SEC on
February 28, 2017. Amounts reflect the fair value related to awards of performance shares granted pursuant to our EIP, determined in accordance with ASC 718 based upon the probable outcome of the applicable performance conditions (which is
assumed that the performance conditions were satisfied in full) and disregarding the effect of forfeitures. The stock awards for 2016 represent the first two tranches of the performance share awards granted in 2016, the third tranche of the
performance share awards granted in 2015 and the fourth tranche of the performance share awards in 2014, or the number of shares in each award that have been valued for accounting purposes as of January 1, 2017, the end of the 2016 fiscal year.
The fourth tranche of the performance share awards from 2015 and the third tranche of the performance share awards from 2016 will be valued when the performance condition is established in December 2017, and the fourth tranche of the performance
share awards from 2016 will be valued when the performance condition is established in December 2018. The stock awards for 2015 represent the first two tranches of the performance share awards granted in 2015, the third tranche of the performance
share awards granted in 2014, and the fourth tranche of the performance share awards in 2013, or the number of shares in each award that have been valued for accounting purposes as of January 3, 2016, the end of the 2015 fiscal year. The stock
awards for 2014 represent the first two tranches of the performance share awards granted in 2014 and the third tranche of the performance share awards granted in 2013, or the number of shares in each award that were valued for accounting purposes as
of December 28, 2014, the end of 2014 fiscal year.
|
|
(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 amounts reflect the grant date fair value related
to the award of stock option awards pursuant to our EIP, determined in accordance with ASC 718, disregarding the effect of forfeitures. Assumptions used in the calculation of these amounts are included in footnote 9 to the Company’s audited
financial statements for the fiscal year ended January 1, 2017 included in the Company’s Annual Report on Form
10-K
filed with the SEC on February 28, 2017.
|
|
(3)
|
The 2016 amounts listed for all named executive officers are further elaborated upon in the All Other Compensation table below.
|
|
(4)
|
Mr. Lawrence was not a named executive officer prior to 2015 and Ms. Werthauser’s employment with the Company began on January 4, 2016.
|
|
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34
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
|
|
|
|
|
|
Executive
Compensation Tables
(continued)
|
|
|
The following table below shows amounts under
All Other Compensation for 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Year
|
|
|
Perquisites
and Other
Personal
Benefits
($)
(1)
|
|
|
Insurance
Premiums /
Medical
Reimbursements
($)
(2)
|
|
|
Company
Contributions to
Retirement,
401(k) and
Health
Savings
Plans
($)
(3)
|
|
|
Tax
Reimbursements
($)
(4)
|
|
|
Dividends
($)
(5)
|
|
|
Total
($)
|
|
|
J. Patrick Doyle
|
|
|
2016
|
|
|
|
171,535
|
|
|
|
4,207
|
|
|
|
10,600
|
|
|
|
90,576
|
|
|
|
61,350
|
|
|
|
338,268
|
|
|
|
|
|
|
|
|
|
|
|
Russell J. Weiner
|
|
|
2016
|
|
|
|
5,492
|
|
|
|
7,769
|
|
|
|
10,600
|
|
|
|
10,587
|
|
|
|
17,084
|
|
|
|
51,532
|
|
|
|
|
|
|
|
|
|
|
|
Richard E. Allison, Jr.
|
|
|
2016
|
|
|
|
22,538
|
|
|
|
2,554
|
|
|
|
10,600
|
|
|
|
20,774
|
|
|
|
12,106
|
|
|
|
68,572
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey D. Lawrence
|
|
|
2016
|
|
|
|
4,489
|
|
|
|
6,614
|
|
|
|
10,600
|
|
|
|
9,173
|
|
|
|
5,125
|
|
|
|
36,001
|
|
|
|
|
|
|
|
|
|
|
|
Judith L. Werthauser
|
|
|
2016
|
|
|
|
112,883
|
|
|
|
3,023
|
|
|
|
692
|
|
|
|
23,416
|
|
|
|
—
|
|
|
|
140,014
|
|
|
(1)
|
Mr. Doyle’s amount represents $155,314 for personal airplane usage, $10,507 for spousal travel, $5,490 in team member awards and $224 in personal pizza purchases. Mr. Weiner’s amount represents
$2,267 in team member awards and $3,225 in personal pizza purchases. Mr. Allison’s amount represents $1,758 in team member awards, $16,531 for spousal travel, and $4,249 in personal pizza purchases. Mr. Lawrence’s amount
represents $2,143 in team member awards, $1,236 for spousal travel, and $1,110 in personal pizza purchases. Ms. Werthauser’s amount represents $108,007 in relocation expenses, $1,523 in team member awards, $1,463 for spousal travel and
$1,890 in personal pizza purchases. The amount reported for personal airplane usage is based on the incremental cost method. This incremental cost method is based on the variable operating costs to the Company for operating the airplane, including,
but not limited to fuel costs, parking, landing fees, travel fees, catering and other miscellaneous direct costs. The total annual variable costs are divided by the annual number of flight hours flown by the airplane to calculate an average variable
cost per flight hour. This average variable flight cost per flight hour is then multiplied by the flight hours flown for personal use to calculate the incremental cost for the executive. For tax purposes, income is imputed to the executive for
personal travel based on a multiple of the Standard Industry Fare Level (SIFL) rates.
|
|
(2)
|
Mr. Doyle’s amount represents company-paid benefit of $1,654 for umbrella liability insurance and company-paid benefit of $2,553 for group term life insurance. Mr. Weiner’s amount represents
company-paid benefit of $1,654 for umbrella liability insurance, company-paid benefit of $900 for group term life insurance, and company-paid medical expenses in the amount of $5,215. Mr. Allison’s amount represents company-paid benefit of
$1,654 for umbrella liability insurance and company-paid benefit of $900 for group term life insurance. Mr. Lawrence’s amount represents company-paid benefit of $1,654 for umbrella liability insurance, company-paid benefit of $420 for
group term life insurance, and company-paid medical expenses in the amount of $4,540. Ms. Werthauser’s amount represents company-paid benefit of $1,654 for umbrella liability insurance and company-paid benefit of $1,369 for group term life
insurance.
|
|
(3)
|
Represents the amount of Company match made to the Domino’s Pizza 401(k) Savings Plan.
|
|
(4)
|
Mr. Doyle’s amount represents a tax gross up on umbrella liability insurance payments in the amount of $1,420, a tax gross up on airplane usage and spousal travel in the amount of $75,227 and a tax gross up
on certain other perquisites described above in the amount of $13,929. Mr. Weiner’s amount represents a tax gross up on umbrella liability insurance payments in the amount of $1,420, a tax gross up on company-paid medical expenses in the
amount of $4,478 and a tax gross up on certain other perquisites described above in the amount of $4,689. Mr. Allison’s amount represents a tax gross up on umbrella liability insurance payments in the amount of $1,420 and a tax gross up on
certain other perquisites described above in the amount of $19,354. Mr. Lawrence’s amount represents a tax gross up on umbrella liability insurance payments in the amount of $1,420, a tax gross up on company-paid medical expenses in the
amount of $3,899, and a tax gross up on certain other perquisites described above in the amount of $3,854. Ms. Werthauser’s amount represents taxable reimbursements from her relocation in the amount of $20,400, a tax gross up on umbrella
liability insurance payments in the amount of $764 and a tax gross up on certain other perquisites described above in the amount of $2,252.
|
|
(5)
|
Represents dividends paid by the Company on a quarterly basis on stock awards, including dividends accrued on unvested performance shares that were paid during 2016 at the vesting of such performance shares.
|
|
|
|
|
|
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
35
|
|
|
|
|
|
|
|
Executive
Compensation Tables
(continued)
|
|
|
Grants of Plan-Based Awards
The following table sets forth information concerning
non-equity
incentive plan awards and individual awards of stock options and
performance shares granted during the fiscal year ended January 1, 2017 to each of the named executive officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts Under
Non-Equity
Incentive Plan Awards
|
|
|
Estimated Future Payouts Under
Equity Incentive Plan Awards
|
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
(5)
|
|
|
Exercise
of Base
Price of
Option
Awards
($/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
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
2/24/2016
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
83,590
|
|
|
|
117.61
|
|
|
|
2,101,620
|
|
|
|
|
|
2/24/2016
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,615
|
(8)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
307,550
|
|
|
|
|
|
12/13/2016
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9,932
|
(9)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,581,373
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell J. Weiner
|
|
|
|
|
|
|
0
|
|
|
|
580,000
|
|
|
|
1,450,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
7/20/2016
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10,850
|
|
|
|
136.89
|
|
|
|
350,238
|
|
|
|
|
|
7/20/2016
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
640
|
(10)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
87,610
|
|
|
|
|
|
12/13/2016
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,476
|
(11)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
394,229
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard E. Allison, Jr.
|
|
|
|
|
|
|
0
|
|
|
|
580,000
|
|
|
|
1,450,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
7/20/2016
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10,850
|
|
|
|
136.89
|
|
|
|
350,238
|
|
|
|
|
|
7/20/2016
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
640
|
(10)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
87,610
|
|
|
|
|
|
12/13/2016
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,416
|
(12)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
384,676
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey D. Lawrence
|
|
|
|
|
|
|
0
|
|
|
|
420,000
|
|
|
|
1,050,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
7/20/2016
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,360
|
|
|
|
136.89
|
|
|
|
237,581
|
|
|
|
|
|
7/20/2016
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
435
|
(14)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
59,547
|
|
|
|
|
|
12/13/2016
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,581
|
(15)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
251,727
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Judith L. Werthauser
|
|
|
|
|
|
|
0
|
|
|
|
225,000
|
|
|
|
562,500
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
1/4/2016
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
15,990
|
|
|
|
109.23
|
|
|
|
400,038
|
|
|
|
|
|
7/20/2016
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6,980
|
|
|
|
136.89
|
|
|
|
225,314
|
|
|
|
|
|
1/4/2016
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
917
|
(16)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
100,164
|
|
|
|
|
|
7/20/2016
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
412
|
(17)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
56,399
|
|
|
|
|
|
12/13/2016
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,329
|
(18)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
211,603
|
|
|
(1)
|
Represents the amount to which such executive would be entitled if the Company had achieved 90% of its annual performance target under the AIP.
|
|
(2)
|
Represents the amount to which such executive would be entitled if the Company had achieved 100% of its annual performance incentive target under the AIP.
|
|
(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, or (ii)
$5,000,000.
|
|
(4)
|
Represents one or more tranches of a performance share award of Domino’s Pizza, Inc. common stock in accordance with the vesting schedule of each respective performance share grant. Each vesting tranche contains
a performance condition established annually by the Compensation Committee. In order for each tranche to vest, such performance condition must be achieved and the named executive officer must be an employee of the Company on such vesting date,
except under certain circumstances including death and qualified retirement. The awards shown for these performance shares represent the tranches of the award, or the number of shares in each award, for which the performance condition was
established during fiscal 2016. Any remaining number of shares from a respective performance share grant will be valued when the performance condition is established for such tranche of shares.
|
|
(5)
|
All option awards granted in 2016 vest
one-fourth
per year over four years beginning on the first anniversary of the grant date and have a
ten-year
term, provided the named executive officer remains a current employee, except for certain circumstances including death and qualified retirement.
|
|
(6)
|
Reflects the closing price of Domino’s Pizza, Inc. common stock on the NYSE on the date of grant.
|
|
(7)
|
Represents the total FASB ASC Topic 718 fair value of the option awards. Also, represents the total fair value of the stock awards, determined based upon the probable outcome of the respective performance conditions.
|
|
(8)
|
Represents
one-fourth
of the maximum shares awarded under this performance share award and the maximum number of shares awarded under this performance share award is 10,460.
|
|
(9)
|
Represents the sum of:
(i) one-fourth
of the maximum shares awarded under a performance share award and the maximum number of shares awarded under this performance share
award is 10,460, (ii)
one-fourth
of the maximum shares awarded under a performance share award and the maximum number of shares awarded under this performance share award is 13,590, and
(iii) one-fourth
of the maximum shares awarded under a performance share award and the maximum number of shares awarded under this performance share award is 15,680.
|
|
(10)
|
Represents
one-fourth
of the maximum shares awarded under this performance share award and the maximum number of shares awarded under this performance share award is 2,560.
|
|
|
|
|
|
|
|
36
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
|
|
|
|
|
|
Executive
Compensation Tables
(continued)
|
|
|
|
(11)
|
Represents the sum of:
(i) one-fourth
of the maximum shares awarded under a performance share award and the maximum number of shares awarded under this performance share
award is 2,560, (ii)
one-fourth
of the maximum shares awarded under a performance share award and the maximum number of shares awarded under this performance share award is 2,750, and
(iii) one-fourth
of the maximum shares awarded under a performance share award and the maximum number of shares awarded under this performance share award is 4,590.
|
|
(12)
|
Represents the sum of:
(i) one-fourth
of the maximum shares awarded under a performance share award and the maximum number of shares awarded under this performance share
award is 2,560, (ii)
one-fourth
of the maximum shares awarded under a performance share award and the maximum number of shares awarded under this performance share award is 2,750, and
(iii) one-fourth
of the maximum shares awarded under a performance share award and the maximum number of shares awarded under this performance share award is 4,350.
|
|
(13)
|
Represents the sum of:
(i) one-fourth
of the maximum shares awarded under a performance share award and the maximum number of shares awarded under this performance share
award is 4,040, (ii)
one-fourth
of the maximum shares awarded under a performance share award and the maximum number of shares awarded under this performance share award is 4,370, and
(iii) one-fourth
of the maximum shares awarded under a performance share award and the maximum number of shares awarded under this performance share award is 9,380.
|
|
(14)
|
Represents
one-fourth
of the maximum shares awarded under this performance share award and the maximum number of shares awarded under this performance share award is 1,740.
|
|
(15)
|
Represents the sum of:
(i) one-fourth
of the maximum shares awarded under a performance share award and the maximum number of shares awarded under this performance share
award is 1,740, (ii)
one-fourth
of the maximum shares awarded under a performance share award and the maximum number of shares awarded under this performance share award is 3,070, and
(iii) one-fourth
of the maximum shares awarded under a performance share award and the maximum number of shares awarded under this performance share award is 1,510.
|
|
(16)
|
Represents
one-fourth
of the maximum shares awarded under this performance share award and the maximum number of shares awarded under this performance share award is 3,670.
|
|
(17)
|
Represents
one-fourth
of the maximum shares awarded under this performance share award and the maximum number of shares awarded under this performance share award is 1,650.
|
|
(18)
|
Represents the sum of:
(i) one-fourth
of the maximum shares awarded under a performance share award and the maximum number of shares awarded under this performance share
award is 3,670 and
(ii) one-fourth
of the maximum shares awarded under a performance share award and the maximum number of shares awarded under this performance share award is 1,650.
|
|
|
|
|
|
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
37
|
|
|
|
|
|
|
|
Executive
Compensation Tables
(continued)
|
|
|
Outstanding Equity Awards at Fiscal
Year-End
The following table sets forth information on outstanding option and stock awards for named executive officers as of January 1, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
|
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
|
|
|
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
($)
|
|
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units
or
Other
Rights
That Have
Not Vested
(#)
(6)
|
|
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
($)
(7)
|
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
|
|
|
|
|
|
J. Patrick Doyle
|
|
|
60,000
|
|
|
|
0
|
|
|
|
7.97
|
|
|
|
7/16/2019
|
(1)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
166,666
|
|
|
|
0
|
|
|
|
12.43
|
|
|
|
2/25/2020
|
(1)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
83,334
|
|
|
|
0
|
|
|
|
9.43
|
|
|
|
2/25/2020
|
(1)(2)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
62,333
|
|
|
|
0
|
|
|
|
16.49
|
|
|
|
2/23/2021
|
(1)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
124,667
|
|
|
|
0
|
|
|
|
13.49
|
|
|
|
2/23/2021
|
(1)(2)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
78,590
|
|
|
|
0
|
|
|
|
30.48
|
|
|
|
2/23/2022
|
(1)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
31,740
|
|
|
|
0
|
|
|
|
30.48
|
|
|
|
2/23/2022
|
(1)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
68,355
|
|
|
|
22,785
|
|
|
|
45.47
|
|
|
|
2/13/2023
|
(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
105,360
|
|
|
|
35,120
|
|
|
|
46.83
|
|
|
|
2/27/2023
|
(4)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
38,815
|
|
|
|
38,815
|
|
|
|
70.81
|
|
|
|
2/12/2024
|
(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
17,727
|
|
|
|
53,183
|
|
|
|
100.45
|
|
|
|
2/11/2025
|
(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
0
|
|
|
|
73,390
|
|
|
|
117.61
|
|
|
|
2/24/2026
|
(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
0
|
|
|
|
10,200
|
|
|
|
117.61
|
|
|
|
2/24/2026
|
(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,815
|
|
|
|
766,741
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
11,094
|
|
|
|
1,766,609
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,840
|
|
|
|
1,248,442
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10,193
|
|
|
|
1,623,133
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10,460
|
|
|
|
1,665,650
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
(2)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
9,690
|
|
|
|
0
|
|
|
|
32.69
|
|
|
|
7/20/2022
|
(1)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
27,765
|
|
|
|
9,255
|
|
|
|
46.83
|
|
|
|
2/27/2023
|
(4)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
12,832
|
|
|
|
4,278
|
|
|
|
63.05
|
|
|
|
7/17/2023
|
(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
7,980
|
|
|
|
7,980
|
|
|
|
73.04
|
|
|
|
7/16/2024
|
(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
2,945
|
|
|
|
8,835
|
|
|
|
118.54
|
|
|
|
7/15/2025
|
(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
0
|
|
|
|
10,850
|
|
|
|
136.89
|
|
|
|
7/20/2026
|
(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,924
|
|
|
|
465,618
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,290
|
|
|
|
205,420
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,296
|
|
|
|
365,615
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,063
|
|
|
|
328,512
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,560
|
|
|
|
407,654
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard E. Allison, Jr.
|
|
|
33,333
|
|
|
|
0
|
|
|
|
17.53
|
|
|
|
3/14/2021
|
(1)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
26,667
|
|
|
|
0
|
|
|
|
14.53
|
|
|
|
3/14/2021
|
(1)(2)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
1,666
|
|
|
|
0
|
|
|
|
25.78
|
|
|
|
7/20/2021
|
(1)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
3,334
|
|
|
|
0
|
|
|
|
22.78
|
|
|
|
7/20/2021
|
(1)(2)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
9,690
|
|
|
|
0
|
|
|
|
32.69
|
|
|
|
7/20/2022
|
(1)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
14,752
|
|
|
|
4,918
|
|
|
|
46.83
|
|
|
|
2/27/2023
|
(4)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
10,860
|
|
|
|
3,620
|
|
|
|
63.05
|
|
|
|
7/17/2023
|
(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
38
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
|
|
|
|
|
|
Executive
Compensation Tables
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
|
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
|
|
|
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
(#)
(6)
|
|
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
($)
(7)
|
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
|
|
|
|
|
|
|
|
|
7,555
|
|
|
|
7,555
|
|
|
|
73.04
|
|
|
|
7/16/2024
|
(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
2,945
|
|
|
|
8,835
|
|
|
|
118.54
|
|
|
|
7/15/2025
|
(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
0
|
|
|
|
10,850
|
|
|
|
136.89
|
|
|
|
7/20/2026
|
(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,555
|
|
|
|
247,618
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,094
|
|
|
|
174,209
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,176
|
|
|
|
346,506
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,063
|
|
|
|
328,512
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,560
|
|
|
|
407,654
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey D. Lawrence
|
|
|
9,600
|
|
|
|
0
|
|
|
|
10.88
|
|
|
|
7/16/2018
|
(5)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
4,000
|
|
|
|
0
|
|
|
|
10.88
|
|
|
|
7/16/2018
|
(5)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
2,400
|
|
|
|
0
|
|
|
|
7.88
|
|
|
|
7/16/2018
|
(2)(5)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
1,000
|
|
|
|
0
|
|
|
|
7.88
|
|
|
|
7/16/2018
|
(2)(5)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
4,000
|
|
|
|
0
|
|
|
|
7.97
|
|
|
|
7/16/2019
|
(1)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
1,102
|
|
|
|
368
|
|
|
|
63.05
|
|
|
|
7/17/2023
|
(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
1,315
|
|
|
|
1,315
|
|
|
|
73.04
|
|
|
|
7/16/2024
|
(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
515
|
|
|
|
1,545
|
|
|
|
118.54
|
|
|
|
7/15/2025
|
(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
2,267
|
|
|
|
6,803
|
|
|
|
118.54
|
|
|
|
7/15/2025
|
(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
0
|
|
|
|
7,360
|
|
|
|
136.89
|
|
|
|
7/20/2026
|
(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
530
|
|
|
|
84,397
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
445
|
|
|
|
70,862
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
756
|
|
|
|
120,385
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
720
|
|
|
|
114,653
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,583
|
|
|
|
252,077
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,740
|
|
|
|
277,078
|
|
|
|
|
|
|
|
|
|
|
|
|
Judith L. Werthauser
|
|
|
0
|
|
|
|
15,990
|
|
|
|
109.23
|
|
|
|
1/4/2026
|
(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
0
|
|
|
|
6,980
|
|
|
|
136.89
|
|
|
|
7/20/2026
|
(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,670
|
|
|
|
584,411
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,650
|
|
|
|
262,746
|
|
|
(1)
|
Option awards granted ten years prior to the option expiration date and vest in equal annual installments over three years beginning on the first anniversary of the grant date. Vesting is accelerated upon a change of
control or certain employment terminations, as described under “Compensation Discussion & Analysis—Long-term Incentive Compensation” above.
|
|
(2)
|
Option awards that have the same expiration date but different option exercise prices result from the receipt by the holders of unvested options of a reduction in option exercise price in connection with a prior
Company recapitalization.
|
|
(3)
|
Option awards granted ten years prior to the option expiration date and vest in equal annual installments over four years beginning on the first anniversary of the grant date. Vesting is accelerated upon a change in
control or certain employment terminations, as described under “Compensation Discussion & Analysis—Long-term Incentive Compensation” above.
|
|
(4)
|
Represents
one-time
option award intended to compensate the named executive officer for dividends paid with respect to common stock of Domino’s Pizza, Inc., for which
option awards were not eligible.
|
|
(5)
|
Option awards granted ten years prior to the option expiration date and vested in equal annual installments over five years beginning on the first anniversary of the grant date. Vesting is accelerated upon a change
of control or certain employment terminations, as described under “Compensation Discussion & Analysis—Long-term Incentive Compensation” above.
|
|
(6)
|
Awards of performance shares vest equally over four years in separate tranches. Each vesting tranche contains a performance condition established annually by the Compensation Committee. In order for each tranche to
vest such performance condition must be achieved and the named executive officer must be an employee of the Company on such vesting date, except under certain circumstances including death and qualified retirement, as described under
“Compensation Discussion & Analysis—Long-term Incentive Compensation” above.
|
|
(7)
|
Value based on the closing price of Domino’s Pizza, Inc. common stock on the NYSE on December 30, 2016, the last business day of fiscal 2016.
|
|
|
|
|
|
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
39
|
|
|
|
|
|
|
|
Executive
Compensation Tables
(continued)
|
|
|
Option Exercises and Stock Vested
The following table provides information relating to option exercises and stock vesting for named executive officers during 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
200,000
|
|
|
|
24,669,422
|
|
|
|
23,224
|
|
|
|
2,864,259
|
|
|
Russell J. Weiner
|
|
|
120,000
|
|
|
|
14,811,415
|
|
|
|
6,046
|
|
|
|
829,389
|
|
|
Richard E. Allison, Jr.
|
|
|
40,000
|
|
|
|
5,654,680
|
|
|
|
4,421
|
|
|
|
607,572
|
|
|
Jeffrey D. Lawrence
|
|
|
13,500
|
|
|
|
1,668,508
|
|
|
|
2,119
|
|
|
|
291,140
|
|
|
Judith L. Werthauser
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
(1)
|
Equals the closing price of Domino’s Pizza, Inc. common stock on the NYSE on exercise date minus the option exercise price multiplied by the number of shares acquired on exercise.
|
|
(2)
|
Equals the closing price of Domino’s Pizza, Inc. common stock on the NYSE on vesting date multiplied by the number of shares acquired on vesting, and an accrued cash dividend for each quarterly dividend paid
prior to vesting.
|
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, 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 the
option to defer receipt of compensation pursuant to the terms of the plan.
Participants are able to defer a portion of eligible compensation (including base salary
and the annual performance incentive). Participants elect a specific date or event (such as termination of employment) for payment of deferred compensation and the form of the payment, either lump sum or installments. Participants are able to 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 January 1, 2017 were as follows:
Boston Trust Small Cap Fund
Credit Suisse Commodity
Return Strategy Fund
Dreyfus Mid Cap Index Fund
Fidelity 500 Index Institutional Fund
Fidelity
Diversified International Fund
Fidelity Money Market Trust Retirement Money Market Portfolio
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 REIT Index Fund
There are no named executive officers who currently participate in or have balances under the Domino’s Pizza Deferred Compensation Plan.
|
|
|
|
|
|
|
40
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
|
|
|
|
|
|
Executive
Compensation Tables
(continued)
|
|
|
Potential Post-Employment Payments to Executive Officers
Each of Messrs. Doyle, Weiner, Allison and Lawrence and Ms. Werthauser 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’s employment agreement, effective as of March 1, 2015, upon involuntary termination by the Company without cause (as defined in the agreement)
prior to the end of the term of the agreement, or if Mr. Doyle terminates voluntarily for good reason, defined as material diminution of his responsibilities, relocation or the failure of the Company to pay Mr. Doyle, Mr. Doyle will
receive an amount equal to two times his then-annual base salary. Such amount will be paid in a payment equal to six times Mr. Doyle’s base monthly salary made six months after termination of employment and monthly payments equal to
Mr. Doyle’s base monthly salary for the next 18 months as well as a prorated annual performance incentive under the AIP. Mr. Doyle is also entitled to continued medical insurance coverage during the severance period.
Under the employment agreements of Messrs. Weiner, Allison and Lawrence and Ms. Werthauser, upon involuntary termination without cause (as defined in the
applicable agreement) prior to the end of the term of the agreement, or if the named executive officer terminates his or her employment voluntarily for good reason, defined as material diminution of the executive’s responsibilities, relocation
or the failure of the Company to pay the executive, the named executive officer receives an amount equal to his or her then-annual base salary 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. Each named executive officers is also entitled to a prorated annual performance incentive under the AIP. In
addition, during the severance period, each named executive officer is entitled to continued medical insurance coverage. Equity awards and other benefits are governed by the terms of those programs.
Each of the employment agreements for the named executive officers contains a two year
non-competition
and
non-solicitation
provision.
The terms of the employment agreements of Messrs. Doyle, Weiner, Allison and Lawrence and
Ms. Werthauser 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
management in order to attract, motivate and retain talented individuals to help the Company achieve its business goals and objectives.
|
|
|
|
|
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
41
|
|
|
|
|
|
|
|
Executive
Compensation Tables
(continued)
|
|
|
The following table sets forth aggregate
estimated payment obligations to each of the named executive officers assuming a termination of employment happened on January 1, 2017.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Benefit
|
|
Before
Change in Control
Termination w/o
Cause or for
Good Reason
($)
|
|
|
After
Change in Control
Termination w/o
Cause or for
Good Reason
($)
|
|
|
Voluntary
Termination
($)
|
|
|
Death
($)
(1)
|
|
|
Disability
($)
|
|
|
Change in
Control
($)
(1)
|
|
|
J. Patrick Doyle
|
|
Severance Pay
|
|
|
2,050,000
|
|
|
|
2,050,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
Healthcare
|
|
|
36,970
|
|
|
|
36,970
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
Equity Award Acceleration
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
23,649,554
|
|
|
|
—
|
|
|
|
23,649,554
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2,086,970
|
|
|
|
2,086,970
|
|
|
|
—
|
|
|
|
23,649,554
|
|
|
|
—
|
|
|
|
23,649,554
|
|
|
|
|
|
|
|
|
|
|
|
Russell J. Weiner
|
|
Severance Pay
|
|
|
580,000
|
|
|
|
580,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
Healthcare
|
|
|
18,771
|
|
|
|
18,771
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
Equity Award Acceleration
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,514,632
|
|
|
|
—
|
|
|
|
4,514,632
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
598,771
|
|
|
|
598,771
|
|
|
|
—
|
|
|
|
4,514,632
|
|
|
|
—
|
|
|
|
4,514,632
|
|
|
|
|
|
|
|
|
|
|
|
Richard E. Allison, Jr.
|
|
Severance Pay
|
|
|
580,000
|
|
|
|
580,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
Healthcare
|
|
|
18,771
|
|
|
|
18,771
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
Equity Award Acceleration
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,658,863
|
|
|
|
—
|
|
|
|
3,658,863
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
598,771
|
|
|
|
598,771
|
|
|
|
—
|
|
|
|
3,658,863
|
|
|
|
—
|
|
|
|
3,658,863
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey D. Lawrence
|
|
Severance Pay
|
|
|
420,000
|
|
|
|
420,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
Healthcare
|
|
|
18,771
|
|
|
|
18,771
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
Equity Award Acceleration
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,572,462
|
|
|
|
—
|
|
|
|
1,572,462
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
438,771
|
|
|
|
438,771
|
|
|
|
—
|
|
|
|
1,572,462
|
|
|
|
—
|
|
|
|
1,572,462
|
|
|
|
|
|
|
|
|
|
|
|
Judith L. Werthauser
|
|
Severance Pay
|
|
|
450,000
|
|
|
|
450,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
Healthcare
|
|
|
18,485
|
|
|
|
18,485
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
Equity Award Acceleration
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,802,820
|
|
|
|
—
|
|
|
|
1,802,820
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
468,485
|
|
|
|
468,485
|
|
|
|
—
|
|
|
|
1,802,820
|
|
|
|
—
|
|
|
|
1,802,820
|
|
|
(1)
|
This represents the cumulative value of the equity awards that would vest in the event of death or a change in control. The amount represents the total of: (i) the difference between the closing price of
Domino’s Pizza, Inc. common stock on the last business day of fiscal 2016 and the exercise price multiplied by the number of options that would vest as a result of a change in control, and (ii) the closing price of Domino’s Pizza,
Inc. common stock on the last business day of fiscal 2016 multiplied by the number of performance shares that would vest in the event of death or a change in control.
|
|
|
|
|
|
|
|
42
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
|
|
|
|
|
|
Proposal Three: Advisory Vote to Approve Named Executive Officer Compensation
|
|
|
At our 2016 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 in our 2016 Proxy Statement. This
non-binding
advisory
vote is commonly referred to as
say-on-pay.
At our 2016 annual meeting, our shareholders approved the proposal with 93.9% of the votes cast voting in favor of the
say-on-pay
proposal.
In keeping with the preference expressed by our shareholders at the
2011 annual meeting, our Board of Directors elected to hold an annual
say-on-pay
vote. Accordingly, this year we are again asking our shareholders to vote
FOR
the approval of the compensation we pay to our named executive officers as disclosed in this Proxy Statement. In accordance with Rule
14a-21(b)
of the Exchange Act, shareholders are being
asked to vote again on how frequently we should hold future
say-on-pay
votes under Proposal Four of this Proxy Statement.
The objectives, philosophy and programs, 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 a
non-binding,
advisory vote
FOR
the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation
S-K,
including the Compensation Discussion
and Analysis, compensation tables and any related material contained in this proxy statement, is hereby APPROVED.”
As we described in the
Compensation Discussion and Analysis, our executive compensation program embodies a
pay-for-performance
philosophy that supports the Company’s business strategy and
aligns the interests of our executives with our shareholders. In approving the 2016 compensation decisions for our named executive officers, the Compensation Committee considered the financial performance of the Company in 2015. In fiscal 2015, the
Company’s financial results significantly exceeded its 2015 business plan and goals. The Company’s named executive officers contributed greatly to these achievements and, therefore, the compensation of our named executive officers was
increased.
In addition, the Company has reviewed its compensation programs and engaged in discussions with our key shareholders to solicit feedback regarding our
executive compensation programs. As a result, in fiscal 2016 the Company has (i) implemented a majority voting policy for directors, (ii) eliminated the
mid-year
annual incentive bonus payout under
the AIP, (iii) increased the payout threshold under the AIP, and (iv) increased the vesting threshold for performance shares issued under the EIP.
For
these reasons, the Board is asking shareholders to again support this
“say-on-pay”
proposal. Although the vote we are asking you to cast is
non-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.
|
|
|
|
|
|
|
Our Board of
Directors Unanimously Recommends a Vote
FOR
this Proposal
|
|
|
|
✓
|
|
|
|
|
|
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
43
|
|
|
|
|
|
|
|
Proposal Four: Advisory Vote on Frequency of Future Named Executive Officer Compensation
Advisory Votes
|
|
|
In Proposal Three, the Company is asking
shareholders to cast an advisory vote for the compensation disclosed in this Proxy Statement that we paid in fiscal 2016 to our named executive officers. This advisory vote is referred to as a
“say-on-pay”
vote. In this Proposal Four, the Board is asking shareholders to cast a
non-binding,
advisory vote on how frequently we should have
say-on-pay
votes in the future. Shareholders will be able to mark the enclosed proxy card or voting instruction form on whether to hold
say-on-pay
votes every one, two or three years. Alternatively, shareholders may abstain from voting. If you “abstain” from voting on this proposal, your shares will not be treated as votes cast with
respect to this proposal and, therefore, will have no effect on the outcome of the vote.
This vote, like the
say-on-pay
vote itself, is not binding on the Board. The Board will consider the interval selected by the highest number of votes cast to be the recommendation of the shareholders.
The Board believes at this time that
say-on-pay
votes should be held annually. Although
this advisory vote on frequency is not binding on the Board, the Board values shareholder views as to what is an appropriate frequency for advisory votes on executive compensation.
|
|
|
|
|
|
|
Our Board of
Directors Unanimously Recommends a Vote for the
ONE YEAR
Option on this Proposal
|
|
|
|
✓
|
|
|
|
|
|
|
|
44
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
|
|
|
|
|
|
Compensation of Directors
|
|
|
For fiscal 2016, each independent Director was
paid a $70,000 annual retainer, plus reimbursement of certain business expenses. In addition, the Chairperson of the Audit Committee was paid a retainer of $25,000 per year and
non-Chair
members were paid a
retainer of $12,500 per year, the Chairperson of the Compensation Committee was paid a retainer of $20,000 per year and
non-Chair
members were paid a retainer of $10,000 per year, and the Chairperson of the
Nominating and Corporate Governance Committee was paid a retainer of $15,000 per year and
non-Chair
members were paid a retainer of $10,000 per year. Mr. Doyle did not receive any additional compensation
for his Board service.
For 2016, independent Directors also received an annual equity award of restricted stock under the EIP that was targeted at an approximate
value of $110,000 on the grant date, which resulted in an annual grant of 940 shares of restricted stock of Domino’s Pizza, Inc. The restricted stock granted to Directors has a
one-year
vesting period
(subject to acceleration in the case of resignation, retirement or death). Directors are eligible for the qualified retirement provision in the Company’s equity awards. For Directors, the specified service and age requirements are five years of
continuous service and 55 years of age. As of January 1, 2017, Messrs. Federico, Goldman, and Trojan and Ms. Cantor had achieved the qualified retirement requirements.
|
|
|
|
|
|
|
2016 Director Compensation Summary
|
|
|
|
|
|
Annual Retainer
|
|
Amount
|
|
|
Board of Directors
|
|
$
|
70,000
|
|
|
|
|
|
Audit Committee
|
|
|
|
|
|
Chairperson
|
|
$
|
25,000
|
|
|
Member
|
|
$
|
12,500
|
|
|
|
|
|
Compensation Committee
|
|
|
|
|
|
Chairperson
|
|
$
|
20,000
|
|
|
Member
|
|
$
|
10,000
|
|
|
|
|
|
Nominating & Corporate Governance Committee
|
|
|
|
|
|
Chairperson
|
|
$
|
15,000
|
|
|
Member
|
|
$
|
10,000
|
|
|
|
|
|
|
|
|
Annual Equity Award
|
|
Value
|
|
|
Target grant date fair value
|
|
$
|
110,000
|
|
|
Award vests on first anniversary of the grant date
|
|
|
|
|
The independent Directors will receive the same retainer amounts and equity award target value for 2017.
For 2016, 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 as
non-executive
Chairman of the Board of Directors. In addition, Mr. Brandon was eligible to receive an equity award with a target value of $150,000 on the grant date. For 2016, such equity
award was granted in the form of 1,280 shares of restricted stock with a
one-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 Company’s equity award. Mr. Brandon has achieved the qualified retirement requirements.
|
|
|
|
|
|
|
2016
Non-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
|
|
|
|
|
Mr. Brandon will receive the same retainer amount and equity award target value for 2017.
|
|
|
|
|
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
45
|
|
|
|
|
|
|
|
Compensation of
Directors
(continued)
|
|
|
Director Compensation Table for 2016
The following table provides information concerning compensation for the Company’s Directors during 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
($)
(2)
|
|
|
All Other
Compensation ($)
(3)
|
|
|
Total
($)
|
|
|
David Brandon
|
|
|
200,001
|
|
|
|
150,541
|
|
|
|
—
|
|
|
|
—
|
|
|
|
59,930
|
|
|
|
—
|
|
|
|
410,472
|
|
|
C. Andrew Ballard
|
|
|
81,250
|
|
|
|
110,553
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
191,803
|
|
|
Andrew B. Balson
|
|
|
93,750
|
|
|
|
110,553
|
|
|
|
—
|
|
|
|
—
|
|
|
|
5,129
|
|
|
|
—
|
|
|
|
209,432
|
|
|
Diana F. Cantor
|
|
|
108,750
|
|
|
|
110,553
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
219,303
|
|
|
Richard Federico
|
|
|
82,500
|
|
|
|
110,553
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
193,053
|
|
|
James A. Goldman
|
|
|
100,000
|
|
|
|
110,553
|
|
|
|
—
|
|
|
|
—
|
|
|
|
25,273
|
|
|
|
—
|
|
|
|
235,826
|
|
|
Vernon “Bud” O. Hamilton
(4)
|
|
|
21,250
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
15
|
|
|
|
21,265
|
|
|
Gregory A. Trojan
|
|
|
95,000
|
|
|
|
110,553
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,257
|
|
|
|
—
|
|
|
|
212,810
|
|
|
(1)
|
Amounts in the “Stock Awards” column reflect the grant date fair value of grants of restricted stock pursuant to our EIP determined in accordance with ASC 718, disregarding the effect of forfeitures.
Assumptions used in the calculation of these amounts are included in footnote 9 to the Company’s audited financial statements for the fiscal year ended January 1, 2017 included in the Company’s Annual Report on Form
10-K
filed with the SEC on February 28, 2017.
|
|
(2)
|
The amounts listed represent the earnings on Messrs. Brandon, Balson, Goldman, and Trojan’s
Non-Qualified
Deferred Compensation account balances. This is further detailed
in the table of Director
Non-Qualified
Deferred Compensation below. No other Directors currently participate in, nor have balances under, the
Non-Qualified
Deferred
Compensation Plan.
|
|
(3)
|
Includes reimbursement of certain fees incurred in the receipt of director payments.
|
|
(4)
|
Reflects compensation paid to Mr. Hamilton for his service as a Director prior to his retirement effective April 26, 2016.
|
Non-Qualified
Deferred Compensation of Directors
The following table provides information on the DCP for Directors as of January 1, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
200,001
|
|
|
|
—
|
|
|
|
59,930
|
|
|
|
—
|
|
|
|
894,439
|
|
|
C. Andrew Ballard
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Andrew B. Balson
|
|
|
93,750
|
|
|
|
—
|
|
|
|
5,129
|
|
|
|
—
|
|
|
|
98,879
|
|
|
Diana F. Cantor
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Richard L. Federico
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
James A. Goldman
|
|
|
100,000
|
|
|
|
—
|
|
|
|
25,273
|
|
|
|
—
|
|
|
|
341,287
|
|
|
Gregory A. Trojan
|
|
|
—
|
|
|
|
—
|
|
|
|
7,257
|
|
|
|
—
|
|
|
|
86,414
|
|
|
(1)
|
Entire amounts contributed by participants are included as “Fees Earned or Paid in Cash” in the Director Compensation Table above.
|
|
(2)
|
Reflects dividends, interest and market-based earnings on amounts deferred by plan participants.
|
|
(3)
|
Represents the participant’s account balance as of January 1, 2017, which includes compensation reported in fiscal years 2013-2015 as follows: Mr. Brandon $635,508, Mr. Goldman $216,014 and
Mr. Trojan $79,157.
|
|
|
|
|
|
|
|
46
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
|
|
|
|
|
|
Compensation of
Directors
(continued)
|
|
|
Outstanding Equity Awards of Directors
The following table shows the number of shares underlying outstanding option awards and restricted stock awards for the Company’s
non-employee
Directors as of January 1, 2017:
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Outstanding
Option Awards
(#)
|
|
|
Outstanding
Stock Awards
(#)
|
|
|
David A. Brandon
|
|
|
—
|
|
|
|
1,280
|
|
|
C. Andrew Ballard
|
|
|
—
|
|
|
|
940
|
|
|
Andrew B. Balson
|
|
|
35,000
|
|
|
|
940
|
|
|
Diana F. Cantor
|
|
|
6,000
|
|
|
|
940
|
|
|
Richard L. Federico
|
|
|
—
|
|
|
|
940
|
|
|
James A. Goldman
|
|
|
—
|
|
|
|
940
|
|
|
Gregory A. Trojan
|
|
|
—
|
|
|
|
940
|
|
|
|
|
|
|
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
47
|
|
|
|
|
|
|
|
Equity Compensation Plan Information
|
|
|
The following table sets forth, as of
January 1, 2017, 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
|
Equity compensation plans approved by shareholders
|
|
|
2,512,546
|
(2)
|
|
$
|
43.537
|
|
|
|
3,129,468
|
|
|
Equity compensation plans not approved by shareholders
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2,512,546
|
|
|
$
|
43.537
|
|
|
|
3,129,468
|
|
|
(1)
|
Includes 193,868 shares that may be issued under the Domino’s Pizza, Inc. Employee Stock Payroll Deduction Plan.
|
|
(2)
|
Consists of 2,498,310 options and 14,236 restricted stock units currently awarded under the EIP.
|
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) 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 vest ratably over a five-year period, the outstanding options issued under the EIP beginning in July 2009 through February 2013 generally vest 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 January 1, 2017, there were 2,498,310 options outstanding at a weighted average exercise price equal to $43.54 per share, of which 1,932,209 were
exercisable at a weighted average exercise price equal to $27.05 per share, 7,770 shares of restricted stock and 268,450 performance shares currently issued and outstanding under the EIP. As of January 1, 2017, there were a total of 2,949,836
authorized but unissued shares under the EIP.
Under the EIP, there were a total of 2,774,530 options, performance shares and shares of restricted stock currently
issued and outstanding and a total of 1,932,209 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) and any shares held back in satisfaction of total exercise cost from shares that would otherwise have been delivered pursuant to an award.
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. Incentive stock options may be granted only to employees. The exercise
price of all incentive stock options granted under the EIP must be at least equal to the fair market value of the common stock on the date of grant. The exercise price of
non-statutory
stock options granted
under the EIP is determined by the Plan administrator, but with respect to
non-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.
|
|
|
|
|
|
|
48
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
|
|
|
|
|
|
Certain Transactions Involving Management or 5% or
Greater Shareholders
|
|
|
Review and Approval of Related Person Transactions
The Company reviews relationships and transactions in which the Company and its Directors 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 Directors 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 Regulation
S-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, Directors and officers of the Company. The Company’s
Board of Directors is to review, approve or ratify any potential related person transaction and 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 Director or officer of the Company and any other matters deemed important. 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 Sharing Agreement with J. Patrick Doyle for Use of Corporate Aircraft
In accordance with the terms of
the Time Sharing Agreement between Domino’s Pizza LLC and J. Patrick Doyle, the Company’s President and CEO and a member of the Company’s Board of Directors, dated as of February 23, 2015, Mr. Doyle is entitled to 45 hours
per year of personal use of the Company aircraft without charge and he 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 2016, Mr. Doyle’s
personal use of the Company aircraft did not exceed the allotted 45 hours and, therefore, he did not reimburse the Company for any excess use.
Supply Agreement
The Company has a supply agreement with Griffith Foods International, Inc., f/k/a
Griffith Laboratories U.S.A., (“Griffith”) for the provision 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. The
sister-in-law
of Gregory A. Trojan, one of the members of the Company’s Board of Directors,
is an executive at Griffith. In 2016, the Company purchased $2,356,138 in products from Griffith, less than two percent of the consolidated gross revenues of Griffith.
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DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
49
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Proposal Five: Shareholder Proposal Regarding Deforestation
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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 vote
AGAINST
this proposal.
Shareholder 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 pledge 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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A commitment to buy exclusively from suppliers independently verified as not engaged in 1) deforestation (including peatlands, high conservation value, or high carbon stock forests), or 2) human and labor rights abuses;
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Evidence of proactive implementation efforts, such as a time-bound plan, verification processes,
non-compliance
protocols and regular reporting; and
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A commitment to work towards strengthening third-party verification programs and multi-stakeholder initiatives to achieve compliance with the company’s policy.
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DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
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Proposal Five:
Shareholder Proposal Regarding Deforestation
(continued)
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Board of Directors’ Statement in Opposition to Shareholder Proposal
The Board recommends shareholders vote
AGAINST
the shareholder resolution. Much of the information requested by the shareholder is publicly available on
the Investors page of
biz.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 deforestation, which is defined in the proxy proposal as the practices of the Company’s U.S.-based supply chain system related to the purchase of
beef, soy, palm oil and cardboard, 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 Pizza
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 peat land. 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 and
chain-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 Pizza purchases:
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Less than 1/10th of 1% of all beef purchased in the U.S. (0.08%) and
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Less than 1% (0.14%) of all soy produced in the U.S.
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DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
51
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Proposal Five:
Shareholder Proposal Regarding Deforestation
(continued)
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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 and
mid-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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Our Board of
Directors Unanimously Recommends a Vote
AGAINST
this Proposal
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☒
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52
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
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Other Matters
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Attending the Annual Meeting
The Annual Meeting will be held on Tuesday, April 25, 2017 at 10:00 a.m. EDT at the Domino’s Pizza World Resource Center, 30 Frank Lloyd Wright Drive, Ann
Arbor, Michigan 48105.
Shareholder Proposals and Director Nominations for Inclusion in Next Year’s
Proxy Statement Pursuant to Rule
14a-8
In order to be considered for inclusion in the proxy statement distributed
to shareholders prior to the annual meeting of shareholders in 2018, a shareholder proposal pursuant to Rule
14a-8
under the Exchange Act must be received by the Corporate Secretary of Domino’s Pizza,
Inc. no later than November 16, 2017 and must comply with the requirements of Rule
14a-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 than Pursuant to Rule
14a-8
If a shareholder wishes to present a proposal or to nominate one or more directors at our 2018 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’s
By-laws.
Under the
By-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 60 days nor more than 90 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, 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 Director 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, the deadline for receipt of timely notice of director nominations or other shareholder proposals for submission to the Domino’s Pizza annual meeting
of shareholders without inclusion in the Company’s 2018 Proxy Statement is February 24, 2018. Unless such notice is received by Domino’s Pizza at its corporate headquarters, Attention: Corporate Secretary, on or before the foregoing
date, proxies with respect to such meeting will confer discretionary voting authority with respect to any such matter.
Interested Persons and Shareholder Communications to the Board of Directors
Shareholders and interested persons may communicate with the Board or one
or more Directors by sending a letter addressed to the Board or to any one or more Directors 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. Cantor or to another independent Director as the Board may specify from time to time, unless the envelope
specifies that it should be delivered to another 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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DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
53
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Other Matters
(continued)
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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.
General Information
Our 2016 Annual Report was mailed or made available to our shareholders with this Proxy Statement and is posted on our corporate website at
biz.dominos.com
in the
“Investors” section.
A copy of our Annual Report on Form
10-K
for the fiscal year ended January
1, 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 Proxy to vote such Proxy in accordance
with their best judgment on such matters.
It is important that Proxies 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 Proxy in the enclosed stamped, self-addressed envelope, or to vote electronically as described on page 4 of this Proxy Statement.
By order of the Board of Directors,
Adam J. Gacek
Corporate Secretary
March 16, 2017
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54
DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
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Annex A
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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
Eric B. Anderson
Executive Vice President, International Operations
Troy A. Ellis
Executive Vice President, Supply Chain Services
Stanley J. Gage
Executive Vice President, Team USA
Scott R. Hinshaw
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Vice President, Franchise Operations and Development
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Jeffrey D. Lawrence
Executive Vice President, Chief Financial Officer
Timothy P. McIntyre
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Executive
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Vice President, Communication, Investor Relations and Legislative Affairs
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Kevin S. Morris
Executive Vice President, General Counsel
J. Kevin Vasconi
Executive Vice President, Chief Information Officer
Russell J. Weiner
President, Domino’s USA
Judith L. Werthauser
Executive Vice President, Chief People Officer
Board of Directors
David A. Brandon
Chairman of the Board
J. Patrick Doyle
President, Chief Executive Officer and Director
C. Andrew Ballard
Director
Andrew B. Balson
Director
Diana F. Cantor
Director
Richard L. Federico
Director
James A. Goldman
Director
Gregory A. Trojan
Director
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DOMINO’S PIZZA, INC. 2017 PROXY STATEMENT
A-1
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DOMINO’S PIZZA, INC.
ATTN: CORPORATE SECRETARY
30 FRANK LLOYD WRIGHT DRIVE
ANN ARBOR, MI 48105
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VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the
cut-off
date or
meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy
cards and annual reports electronically via
e-mail
or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you
agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any
touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the
cut-off
date or meeting date. Have your proxy card in hand when you call and then follow the
instructions.
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.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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For
All
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Withhold
All
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For All
Except
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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.
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The Board of Directors
recommends you vote FOR each of the following Director nominees:
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1.
Election of Directors
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☐
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☐
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Nominees
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01 David A.
Brandon 02 C. Andrew
Ballard 03 Andrew B.
Balson 04 Diana F.
Cantor 05 J. Patrick Doyle
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06 Richard L.
Federico 07 James A.
Goldman 08 Gregory A. Trojan
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The Board of Directors
recommends you vote FOR proposals 2 and 3.
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For
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Against
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Abstain
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The Board of Directors recommends you vote AGAINST proposal 5.
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For
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Against
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Abstain
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2.
Ratification of the selection of PricewaterhouseCoopers LLP as the independent
registered public accountants for the Company for the 2017 fiscal year.
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☐
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☐
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☐
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5
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Shareholder proposal regarding deforestation.
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☐
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NOTE:
Such other business as may properly come before the
meeting or any adjournment thereof.
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3.
Advisory vote to approve the compensation of the named executive officers of the
Company.
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☐
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The Board of Directors
recommends you vote 1 YEAR on proposal 4.
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1 year
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2 years
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3 years
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Abstain
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4
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Advisory vote to recommend the frequency of future advisory votes on the
compensation of the named executive officers of the Company.
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For address change/comments, mark
here.
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☐
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(see reverse for instructions)
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Yes
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No
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Please indicate if you plan to
attend this meeting
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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.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice & Proxy Statement, Annual Report is/are available at
www.proxyvote.com
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DOMINO’S PIZZA, INC.
Annual Meeting of Shareholders
April 25, 2017 10:00 AM
EDT
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This proxy is solicited by the Board of Directors
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The undersigned hereby constitutes and appoints J.
Patrick Doyle, Jeffrey D. Lawrence and Adam J. Gacek, and each of them, their true and lawful agents and proxies with full power of substitution in each, to represent the undersigned at the Annual Meeting of Shareholders of Domino’s Pizza, Inc.
to be held at 30 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48105, on Tuesday, April 25, 2017, and at any adjournments thereof, on all matters coming before said meeting.
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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.
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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 (
FOR
each of the nominees listed in Proposal One,
FOR
Proposal Two,
FOR
Proposal Three,
ONE YEAR
for Proposal Four and
AGAINST
Proposal Five). In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment
thereof.
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Address Change/Comments:
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(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)
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Continued and to be signed on reverse
side
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