Andrew B. Balson
Director at DPZ
Board
About Andrew B. Balson
Andrew B. Balson (age 58) has served on Domino’s Pizza, Inc. (DPZ) Board since March 1999 and is an independent director. He is Managing Partner of Cove Hill Partners, and formerly a Managing Director at Bain Capital (2001–2013) and CEO of Match Beyond (Jan 2015–Jun 2016). His credentials include deep financial literacy, private equity experience, and prior board service across multiple QSR and consumer companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cove Hill Partners, L.P. | Managing Partner | Current | Private equity leadership; investment oversight |
| Match Beyond | Chief Executive Officer | Jan 2015–Jun 2016 | Led innovative college completion program |
| Bain Capital, LLC | Managing Director; Principal | MD: 2001–2013; Principal: from 1998 | Strategic acquisitions, financial oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bloomin’ Brands, Inc. | Director (prior) | Not disclosed | Prior public company board |
| FleetCor Technologies, Inc. | Director (prior) | Not disclosed | Prior public company board |
| Dunkin’ Brands, Inc. | Director (prior) | Not disclosed | Prior public company board; QSR peer |
| Skylark Co., Ltd. | Director (prior) | Not disclosed | Prior public company board |
| BELLSYSTEM24, Inc. | Director (prior) | Not disclosed | Prior public company board |
| Burger King Corporation | Director (prior) | Not disclosed | Prior board; QSR competitor |
| Bright Horizons Family Solutions, Inc. | Director (prior) | Not disclosed | Prior public company board |
| Various private companies | Director | Current | Serves on a number of private company boards |
Board Governance
- Independence: The Board affirmatively determined Mr. Balson to be independent (DPZ requires majority independent board) .
- Committee assignments: Member, Compensation & Human Capital Committee (CHC); Member, Nominating & Corporate Governance (NCG). Chairs: CHC—Corie Barry; NCG—Patricia Lopez .
- Committee activity: CHC met 4 times in 2024; NCG met 2 times in 2024 .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; directors are expected to attend annual meetings, and all current directors attended the 2024 annual meeting .
- Leadership structure: Separate Executive Chairman, Presiding (Lead Independent) Director (C. Andrew Ballard), and CEO roles; fully independent committees; regular executive sessions of independent directors .
- Ownership guidelines: Directors must hold stock equal to 5x annual retainer within five years; DPZ reports directors who completed the accumulation period are in compliance .
- Hedging/pledging: Company policy prohibits hedging and pledging of Company securities by directors .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Board annual retainer (cash) | $90,000 | Standard director cash retainer |
| CHC committee member fee | $10,000 | Non-chair member |
| NCG committee member fee | $10,000 | Non-chair member |
| Total fees earned/paid in cash | $110,000 | Sum of retainer and committee fees |
| Annual RSU grant (grant-date fair value) | $190,486 | 385 RSUs; one-year vest |
| All other compensation (cash dividends on vesting) | $2,729 | Accrued cash dividends on vested RSUs |
| Total 2024 director compensation | $303,216 | Cash + equity + other |
- Year-over-year policy changes: 2024 director cash retainer increased from $85,000 to $90,000; annual equity target increased from $175,000 to $190,000 to align near peer median per Meridian review .
Performance Compensation
- Structure: DPZ directors do not receive performance-based compensation; equity is time-vested RSUs (generally one-year vesting for director grants) .
- 2024 RSU grant details (time-vested): 385 RSUs; one-year vest; conversion to common stock at vesting; eligible for dividend equivalents paid upon vesting .
Other Directorships & Interlocks
- Compensation committee interlocks: None—CHC members (Barry—Chair; Ballard; Balson) had no relationships requiring disclosure; no cross-board/officer interlocks reported .
- Current public company boards: None disclosed currently (serves on private company boards). Prior public boards include Dunkin’ Brands and Burger King (QSR category), which are prior roles rather than concurrent, reducing current interlock risk .
Expertise & Qualifications
- Financial/investment: High financial literacy from Bain Capital and Cove Hill Partners; acquisition strategy experience .
- QSR/consumer: Prior directorships at Dunkin’ Brands and Burger King; broad consumer/retail exposure .
- Governance: Extensive public/private board experience; long DPZ board tenure providing institutional knowledge .
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Total beneficial ownership (shares) | 44,921 | Includes direct and indirect holdings |
| Indirect holdings (trusts) | 25,310 (2004 Irrevocable Family Trust); 6,870 (2011 Irrevocable Family Trust) | Trust breakdown |
| Ownership as % of shares outstanding | ~0.13% (44,921 / 34,297,040) | Based on record-date shares outstanding |
| Outstanding director RSUs (unvested) | 627 RSUs | 385 annual grant + 242 RSUs from cash retainer election |
| Deferred compensation plan balance | $1,489,957 | Director DCP; market-based earnings |
| Pledging/hedging status | Prohibited by policy | Anti-hedging/anti-pledging policy applies |
Notable alignment signals: Mr. Balson elected to receive a portion of cash retainer in RSUs (additional 242 RSUs), increasing equity alignment with shareholders .
Governance Assessment
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Strengths
- Independence and multi-decade capital allocation expertise; relevant QSR exposure from prior boards .
- Active roles on CHC and NCG with robust charters; regular committee activity; board conducts annual self-assessments .
- Clear director ownership guidelines and reported compliance; explicit anti-hedging/anti-pledging policy .
- No related-party transactions involving Mr. Balson disclosed; no compensation committee interlocks .
-
Risks/Considerations
- Tenure since 1999 could raise entrenchment concerns despite DPZ’s stated balance of freshness and institutional knowledge; mitigated by annual elections and majority voting policy .
- Prior QSR competitor board service is historical (not concurrent), reducing current conflict risk .
-
Compensation mix and alignment
- 2024 equity comprised ~63% of total director compensation (190,486 / 303,216), indicating strong equity-linked alignment .
- Election to receive retainer in RSUs adds to long-term ownership and alignment .
-
Shareholder sentiment context
- Strong say-on-pay support (93.91% in 2024), reflecting broader governance/compensation confidence at DPZ .
Overall, Mr. Balson’s financial acumen, independent status, committee service (CHC/NCG), and equity-heavy compensation support board effectiveness and alignment. No red flags on attendance, interlocks, pledging/hedging, or related-party exposure are disclosed .