C. Andrew Ballard
Presiding Director (Lead Independent Director) at DPZ
Board
About C. Andrew Ballard
C. Andrew Ballard, age 52, has served on Domino’s Pizza, Inc.’s Board since July 2015 and is the Presiding Director (Lead Independent Director) since May 2022. He is CEO and Founder of Wiser Solutions, Inc. and Founder/Managing Partner of Figtree Partners, with prior roles at Hellman & Friedman (Managing Director; Senior Advisor) and Bain Capital/Bain & Company, bringing deep technology, digital, and investment expertise . The Board has affirmatively determined his independence under Nasdaq standards; all directors attended the 2024 annual meeting and each director met at least the 75% attendance threshold for Board/committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hellman & Friedman LLC | Managing Director; Senior Advisor | Managing Director 2006–2012; Senior Advisor 2012–2019 | Strategic investing and acquisition experience applicable to DPZ CHC oversight |
| Bain Capital, LLC | Investment professional | Prior to 2003; roles in San Francisco/Boston | Financial/investment management toolkit for compensation and governance |
| Bain & Company, Inc. | Consultant | 1994–2002 | Corporate strategy and operational insights |
External Roles
| Organization | Role | Tenure | Public/Private | Committees/Impact |
|---|---|---|---|---|
| Wiser Solutions, Inc. | CEO & Founder | Since Dec 2012 | Private | Technology/data leader; digital commerce expertise |
| Figtree Partners | Founder & Managing Partner | Since Nov 2012 | Private | Software/technology investment focus |
| Etsy, Inc. | Director | Current | Public | Consumer marketplace governance experience |
| Datacor, Inc. | Director | Current | Private | Software operations oversight |
| Zignal Labs | Director | Current | Private | Data analytics governance |
| Prior boards (selected) | Activant Solutions; Catalina Marketing; DoubleClick; Getty Images; Internet Brands; Vertafore | Prior service | Mixed | Digital/media experience |
Board Governance
- Roles: Presiding Director (Lead Independent Director) since May 2022; member, Compensation & Human Capital Committee (CHC) in 2025; Chair, Inclusion & Diversity Committee and member, Compensation Committee in 2024 .
- Independence: Determined independent; Board committees (Audit, CHC, NCG) are fully independent .
- Attendance/Engagement: 5 Board meetings in 2024; each director ≥75% attendance; all directors expected to attend annual meetings, which they did in 2024 .
- Leadership structure: Separate Executive Chairman, Presiding Director, and CEO to preserve oversight independence; Presiding Director leads independent sessions and convenes Board as needed .
- Stock ownership guidelines: Directors must hold 5× annual retainer within five years of appointment .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board annual retainer | $90,000 | Increased from $85,000 in 2024 |
| Presiding Director retainer | $25,000 | Additional for Lead Independent Director |
| CHC member retainer | $10,000 | Non-Chair member |
| Inclusion & Diversity Committee Chair | $20,000 | 2024 role (committee discontinued in Feb 2025) |
| Total cash fees (Ballard) | $145,000 | Sum of components above |
| Other compensation (dividends on RSUs) | $2,729 | Accrued cash dividends paid on vesting |
- 2025 director retainer and equity target remain at 2024 levels per Compensation Committee review with Meridian benchmarking .
Performance Compensation
| Award Type | Grant Units/Value | Vesting | Dividends | Notes |
|---|---|---|---|---|
| Annual RSU grant (directors) | 385 RSUs; $190,486 grant-date fair value | 1-year cliff vest | Dividends paid in cash only upon vesting | Each director (other than CEO) receives RSUs annually under EIP; time-vested (no performance conditions) |
- Directors may elect to receive retainer in RSUs and can defer cash/stock via Director Deferred Compensation Plan (DCP); Ballard showed no DCP contributions/balance in 2024 .
Other Directorships & Interlocks
| Company | Relationship to Domino’s | Potential Interlock/Conflict Assessment |
|---|---|---|
| Etsy, Inc. (Director) | Unrelated consumer marketplace | No disclosed DPZ supplier/customer linkage; low conflict risk based on proxy disclosures |
| Wiser Solutions, Inc. (CEO) | Private software/data | No related-person transaction disclosed with DPZ |
| Datacor, Inc.; Zignal Labs (Director) | Private | No related-person transaction disclosed with DPZ |
The proxy’s “Certain Transactions” section lists an aircraft time-sharing agreement with the CEO and employment of the Executive Chairman; no Ballard-related related-party transactions are disclosed .
Expertise & Qualifications
- Technology/digital, corporate strategy, and investment management depth; matrix indicates IT/security, marketing/brand/digital, strategy, and public board governance experience .
- Lead independent oversight experience and human capital governance (former Inclusion & Diversity Chair; current CHC member) .
- Private equity and Bain consulting background supports disciplined capital allocation and performance oversight .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (12/29/2024) | 2,124 shares | <1% of class |
| Outstanding director RSUs (12/29/2024) | 385 units | Annual grant; unvested balance at year-end |
| Pledged/hedged shares | Prohibited | Company insider trading policy bans hedging and pledging for directors |
Governance Assessment
- Strengths: Lead Independent Director role, fully independent committee membership, strong attendance, anti-hedging/anti-pledging policy, and clear ownership guidelines (5× retainer) support alignment and board effectiveness .
- Compensation alignment: Director pay mix balances cash retainer and annual RSUs with one-year vesting; 2024 increases (retainer to $90k; equity target to $190k) were benchmark-driven to maintain market median positioning .
- Shareholder responsiveness: Board proposed governance enhancements in 2025 to eliminate supermajority vote requirements and add shareholder special meeting rights; say-on-pay support remained strong (≈94% in 2024) .
- Red flags: None disclosed for Ballard—no related-party transactions, no pledging/hedging, and engagement consistent with independence and attendance expectations .