Cynthia A. Headen

About Cynthia A. Headen

Cynthia A. Headen is Executive Vice President and Chief Supply Chain Officer at Domino’s Pizza, Inc. (DPZ) and was a named executive officer (NEO) in the latest proxy cycle, responsible for the company’s U.S./Canada supply chain operations and included in executive compensation disclosures for FY2024 . Domino’s delivered solid operating performance in 2024: global retail sales growth of +5.9% (ex-FX), U.S. SSS +3.2%, 775 net new stores, income from operations +7.3% YoY, and the stock closed FY2024 at $429.62, anchoring the company’s pay-for-performance framework used across the NEO team . Annual incentive (AIP) results for 2024 were based on Incentive Adjusted EBITDA and paid at 106.4% of target as corporate performance reached 100.64% of plan, linking cash bonuses to profitability . Operationally, DPZ reported a 70 bps YoY increase in supply chain gross margin in Q3 2025 on procurement productivity, relevant to Headen’s domain, though not attributed to any single executive .

Past Roles

The 2025 and 2024 DEF 14A provide full compensation details but do not include executive officer biographies beyond listing executive officers in Appendix A. No additional role history for Ms. Headen was disclosed in these proxies .

External Roles

No external/public directorships or outside roles for Ms. Headen are disclosed in the 2025 or 2024 DPZ proxies .

Fixed Compensation

Performance Compensation

• 2024 Annual Incentive Plan (AIP) | Metric | Weighting | Target | Actual | Payout | |---|---|---|---|---| | Incentive Adjusted EBITDA (Company-wide) | 100% | Not disclosed; plan basis established by Comp Committee | 100.64% of target | 106.4% of target (Headen payout $532,000) |

• Long-Term Incentive (granted March 11, 2024) | Award Type | Grant Date | Quantity | Exercise/Reference Price | Grant-Date Fair Value ($) | Vesting | |---|---|---|---|---|---| | Stock Options | 3/11/2024 | 2,384 | $443.90 | $333,450 | Equal annual installments over 3 years; 10-year term to 3/11/2034 | | RSUs | 3/11/2024 | 751 | N/A | $333,369 | 1/3 each on 3/11/2025, 3/11/2026, 3/11/2027 | | PSUs (Target) | 3/11/2024 | 751 (0–200% earnout) | N/A | $360,022 | Earned on 3-year period (see metrics below); settle ~3/11/2027 |

• PSU design and metrics | PSU Cohort | Performance Metrics | Weighting | Measurement Design | TSR Modifier | Vesting/Settlement | |---|---|---|---|---|---| | 2024–2026 PSUs | Incentive Adjusted EBITDA growth; Global retail sales growth (ex-FX) | 70%; 30% | Three annual growth-rate targets set at grant; cumulative earnout 0–200% | +/-25% vs S&P 1500 Restaurants Sub-Index | In or around March 2027, subject to continued employment | | 2023–2025 PSUs | Same as above | 70%; 30% | Annual growth-rate design | +/-25% | In or around March 2026, subject to continued employment | | 2022–2024 PSUs | Cumulative performance construct | N/A | Cumulative metric; final payout certified at 59.6% | N/A | Scheduled vest 3/10/2025 (for earned portion) |

• 2024 realized equity activity (liquidity signals) | Activity (Calendar 2024) | Shares | Value | |---|---|---| | Options Exercised | 745 | $188,064 | | Stock Awards Vested | 1,798 | $823,190 |

Equity Ownership & Alignment

• Beneficial ownership (as of 12/29/2024) | Item | Amount | |---|---| | Total Beneficial Ownership (shares) | 7,119; includes options exercisable within 60 days (6,262) and 22.368 shares held by spouse; each line in mgmt table is <1% | | Anti-hedging/pledging | Hedging prohibited; anti-pledging applies to directors and employees | | Stock ownership guidelines | 3x base salary for “other executives” (5-year accumulation period); company states all who have completed the period are in compliance |

• Outstanding equity detail (as of 12/27/2024; DPZ $429.62) | Instrument | Status/Tranche | Quantity | Value ($) | |---|---|---|---| | RSUs (Mar 2022 grant, final tranche vesting 3/10/2025) | Unvested | 382 | $164,115 | | RSUs (Mar 2023 grant; vest 2025–2026) | Unvested | 1,511 | $649,156 | | RSUs (Mar 2024 grant; vest 2025–2027) | Unvested | 751 | $322,645 | | PSUs (Apr/Mar 2022 grant; final payout 59.6%, vest 3/10/2025) | Earned, unvested | 342 | $146,930 | | PSUs (Mar 2023 target; vest ~Mar 2026) | Target (0–200%) | 2,266 | $973,519 | | PSUs (Mar 2024 target; vest ~Mar 2027) | Target (0–200%) | 751 | $322,645 | | Options (sample of tranches; see proxy for full list) | Exercisable | 1,137 @ $367.79 (3/31/2031 exp) | N/A (counts only) | | Options | Exercisable/Unexercisable | 1,381/691 @ $393.14 (3/10/2032 exp) | N/A | | Options | Exercisable/Unexercisable | 2,484/4,969 @ $300.16 (3/10/2033 exp) | N/A | | Options | Unexercisable | 2,384 @ $443.90 (3/11/2034 exp) | N/A |

• Forthcoming vesting/cash-flow windows

  • RSUs: scheduled one-third vestings each March 11, 2025/2026/2027 from the 2024 grant; remaining 2023 tranches on March 10, 2025 and March 10, 2026 .
  • PSUs: 2022 award settles March 10, 2025 (59.6% payout certified); 2023/2024 cycles vest in 2026/2027 based on performance and TSR modifier .
  • Options: multiple grants outstanding with expirations ranging 2030–2034; most post-2021 grants vest over three years .

Employment Terms

• Severance and Restrictive Covenants

  • If terminated without cause or resigns for good reason: cash severance equal to 1x base salary, Company-paid medical premiums during severance period, and pro-rated AIP at target for the year of termination; payment schedule is six months of base monthly salary at 6 months post-termination plus six monthly payments thereafter; 2-year non-compete and non-solicitation .
  • Death/Disability/Retirement: earned but unpaid prior-year AIP plus pro-rated AIP for year of termination; options fully vest on death; qualified/early retirement provisions permit continued or pro-rated vesting under conditions described (no named executive officers were retirement eligible as of 12/29/2024) .

• Change-in-Control (EIP “covered transaction” treatment)

  • Single-trigger equity acceleration: all unvested options and RSUs vest; PSUs (2022 cohort) accelerate at greater of target or actual performance measured through the transaction date; PSUs (2023/2024 cohorts) accelerate at target, with any previously certified annual achievements applied; pro-rated AIP at target included in change-in-control payout table .
  • No tax gross-ups on change-in-control related payments; company maintains a compliant recoupment (clawback) policy .

Compensation Structure Analysis

• Emphasis on at-risk pay: For NEOs other than CEO/President, the company targets roughly 77% of total direct compensation as variable (cash AIP + LTI), consistent with 2024 program design .
• Long-term incentives: Mix of PSUs (performance), RSUs (retention), and options (upside leverage). 2024 PSUs weight profitability (Incentive Adjusted EBITDA growth, 70%) and brand scale (global retail sales growth ex-FX, 30%) with a relative TSR modifier (+/–25%) to align with shareholder returns .
• Annual incentives: AIP based solely on Incentive Adjusted EBITDA; 2024 results at 100.64% of plan produced a uniform 106.4% payout factor across NEOs including Ms. Headen, reflecting pay linked to earnings quality .
• Governance posture: No CIC gross-ups; robust anti-hedging/anti-pledging; 3x salary ownership guideline for executives; strong say-on-pay support in 2024 (~94%), and independent compensation consultant usage (Meridian) .

Risk Indicators & Red Flags

• Hedging/pledging: Prohibited under insider trading policy; reduces misalignment risk .
• Clawback: Policy compliant with exchange/SEC rules for incentive recoupment on restatements .
• CIC acceleration: Equity vests on a single-trigger covered transaction (standard for DPZ EIP); aligns with market norms but can be viewed as a potential retention risk mitigant in M&A scenarios .
• Related-party transactions/tax gross-ups: No CIC gross-ups; no related-party items disclosed involving Ms. Headen in the proxies reviewed .

Say‑on‑Pay & Shareholder Feedback

• Shareholder support for NEO compensation remained strong; nearly 94% of shares voted supported say‑on‑pay in the prior year’s meeting, and the Committee continues to engage with investors on program design .

Investment Implications

• Alignment: Ms. Headen’s pay package is tightly linked to profitability and multi-year growth via EBITDA-focused AIP and growth/TSR‑modified PSUs, supporting disciplined capital allocation and operational execution .
• Retention vs. selling pressure: A visible vesting calendar (RSUs in March 2025–2027; PSUs in 2025/2026/2027) and outstanding options create periodic potential for insider sales; however, anti-hedging/pledging, ownership guidelines, and clawback policy temper misalignment risks .
• Change‑in‑control sensitivity: Single‑trigger acceleration under the EIP could pull forward equity value realization in a strategic transaction; investors should monitor deal chatter as a possible catalyst for insider activity .
• Execution lens: Company-level progress in supply chain margin and free cash flow generation provides a constructive backdrop for the CSCO remit; AIP and PSU metrics are structured to reinforce those outcomes without incentivizing undue risk .

Notes: All compensation and ownership data reflect DPZ 2025 and 2024 definitive proxy statements; counts/values as of the dates specified.