David A. Brandon
DOMINOS PIZZAAbout David A. Brandon
Executive Chairman of Domino’s Pizza, Inc. (DPZ); age 72; director since 1999; Chairman since 1999; Executive Chairman since April 2022. Previously DPZ CEO (1999–2010); Special Advisor (2010–2011). Current external roles include Executive Advisor to KKR and director at DTE Energy Co. . Under his board leadership, DPZ reported in FY2024: global retail sales growth +5.9% ex-FX, U.S. SSS +3.2%, income from operations +7.3%, and 3-year Consolidated Adjusted EBITDA up 18.0%; DPZ stock price rose 24% from FY2022 to FY2024 year-ends . Governance structure separates Executive Chairman and CEO roles, with a Presiding (Lead Independent) Director and fully independent committees .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Domino’s Pizza, Inc. | Chief Executive Officer | 1999–2010 | Led modernization and growth; deep knowledge of brand, operations, strategy . |
| Domino’s Pizza, Inc. | Special Advisor | 2010–2011 | Transitional advisory role post-CEO . |
| University of Michigan | Director of Athletics | 2010–2014 | Oversaw large collegiate athletics enterprise . |
| Valassis, Inc. | President & CEO; Chairman | 1989–1998 (CEO/Pres.); 1997–1998 (Chair) | Marketing/sales leadership; public company governance experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| KKR & Co., Inc. | Executive Advisor | Current | Large global private equity firm . |
| DTE Energy Co. | Director | Current | Public company directorship . |
| Prior public boards | Director | Prior | MillerKnoll; Toys “R” Us; Burger King; Kaydon; Northwest Airlines; TJX Companies . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 275,000 | 275,000 | 275,000 |
| Target Bonus (% of Salary) | 100% (TAD) | 100% (TAD) | 100% (TAD) |
| Actual Short-Term Bonus ($) | 136,950 (TAD payout) | 292,325 (TAD payout) | 292,600 (TAD payout) |
Notes:
- TAD pays “based on actual performance at the same level as AIP awards,” which for FY2024 paid at 106.4% of target on Incentive Adjusted EBITDA performance achieved at 100.64% of target .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Incentive (TAD) | Incentive Adjusted EBITDA (aligned to AIP) | 100% | 100% of salary | 106.4% of target (DPZ-wide AIP) | Cash, annual |
| RSUs (2022 grant) | Time-based | — | $850,062 FV; 2,421 RSUs | N/A (time-based) | Vests ratably over 3 years; accelerated if no longer Executive Chairman before 3rd anniversary (except voluntary resignation) |
| RSUs (2023 grant) | Time-based | — | $425,027 FV; 1,416 RSUs | N/A | Same vest and acceleration terms as above |
| RSUs (2024 grant) | Time-based | — | $425,256 FV; 958 RSUs | N/A | Same vest and acceleration terms as above |
Program design and pay-for-performance:
- DPZ emphasizes variable, performance-based pay for NEOs; AIP and PSU frameworks are tied to financial/stock performance. While the Executive Chairman participates via TAD and RSUs (time-based), company-wide AIP performance directly determines his TAD payout level .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 8,455 DPZ shares as of Dec 29, 2024 . |
| Ownership as % of SO | ~0.025% (8,455 / 34,297,040 outstanding as of Feb 28, 2025) . |
| Recent RSU Grants | 2022: 2,421 RSUs ($850,062 FV); 2023: 1,416 RSUs ($425,027 FV); 2024: 958 RSUs ($425,256 FV) . |
| Vesting/Acceleration | Each award vests ratably over 3 years; accelerated if he no longer serves as Executive Chairman before the 3rd anniversary (other than voluntary resignation) . |
| Pledging/Hedging | Company policy prohibits pledging and hedging by directors/officers . |
| Ownership Guidelines | CEO 6x salary; Directors 5x retainer; President 4x; other executives 3x; 5-year compliance window . |
Employment Terms
| Provision | Terms |
|---|---|
| Status | Employee Executive Chairman since April 2022 . |
| Compensation Elements | Base salary $275,000; TAD target 100% of base (pays at AIP level); eligible for RSUs; participates in employee benefit programs . |
| RSU Acceleration | If he no longer serves as Executive Chairman prior to the 3rd anniversary of each grant, RSUs accelerate (except in case of voluntary resignation) . |
| Legacy Benefits | Lifetime medical coverage for Mr. Brandon and spouse due to prior CEO service . |
| Clawback | DPZ maintains a recoupment policy compliant with SEC and exchange listing rules . |
| Change-of-Control / Severance | Not specifically detailed for the Executive Chairman in the proxy disclosures; “Potential Post-Employment Payments” section focuses on NEOs . |
Board Governance
| Topic | Details |
|---|---|
| Role | Executive Chairman; Director since 1999; Committees: none . |
| Independence | Not independent (only CEO and Executive Chairman are non-independent) . |
| Structure | Separate Executive Chairman, CEO, and Presiding (Lead Independent) Director; fully independent Board committees . |
| Attendance | All directors attended ≥75% of Board/committee meetings in 2024 . |
| Committee Chairs | Compensation & Human Capital: Corie S. Barry; Audit: Richard L. Federico; Nominating & Corporate Governance: Patricia E. Lopez . |
| Anti-pledge/hedge | Prohibited for directors/officers . |
Dual-role implications:
- Governance mitigants include a Lead Independent Director, independent committees, and a clear separation of CEO and Chair roles, addressing potential concentration of power in an Executive Chairman structure .
Compensation Committee Analysis
- Philosophy/process: Targets market median for total direct comp with performance and role-based discretion; robust tally sheet reviews; annual risk and plan reviews .
- Independent consultant: Meridian Compensation Partners advises the Committee; no conflicts; continued engagement into 2025 .
- Peer group (unchanged for 2024): YUM, CMG, DRI, TXRH, Papa John’s, RBI, Wendy’s, plus hotels/cruise/retail e-commerce (Hilton, Hyatt, IHG, Royal Caribbean, Norwegian, Wayfair, Expedia, Wyndham) .
- Say-on-Pay: 2024 approval 93.91% FOR, signaling strong shareholder support .
- Shareholder engagement: >200 investors (~70% of shares) engaged in 2024 on performance, strategy, ESG, compensation .
Related Party / Other Disclosures
- Employment of David A. Brandon (Executive Chairman) is disclosed within “Certain Transactions”/Other Matters sections of the proxy, detailing compensation and legacy benefits; no director/officer loans or pledging disclosed; hedging/pledging prohibited by policy .
Performance & Track Record
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Global Retail Sales ($mm) | 17,539.9 | 18,275.8 | 19,124.2 |
| Income from Operations ($mm) | 767.9 | 819.5 | 879.0 |
| Consolidated Adjusted EBITDA ($mm) | 857.5 | 939.1 | 1,011.7 |
| Store Count (FY-end) | 19,880 | 20,591 | 21,366 |
| Stock Price (FY-end, $) | 346.40 | 412.23 | 429.62 |
Investment Implications
- Pay-for-performance linkage: Brandon’s cash incentive (TAD) pays strictly at company AIP levels (106.4% for FY2024) tied to Incentive Adjusted EBITDA, aligning executive cash outcomes with consolidated profitability .
- Low near-term selling pressure signals: Modest beneficial ownership (8,455 shares; ~0.025% of outstanding) and anti-hedging/anti-pledging policy reduce risk of forced or hedged selling; RSUs are time-based and vest ratably, smoothing supply over 3 years .
- Retention/continuity: RSU acceleration only if he ceases to serve as Executive Chairman before vesting (except voluntary resignation), plus lifetime medical coverage from prior CEO tenure—together lessen retention risk for this role while underscoring planned continuity of board leadership .
- Governance quality offsets dual-role risks: Separation of Chair/CEO, a strong Lead Independent Director, independent committees, ownership guidelines, and a compliant clawback framework mitigate independence concerns around an Executive Chairman role; Say-on-Pay support (93.91%) evidences investor alignment .
- Compensation inflation risk appears managed: Committee benchmarks to a defined peer set, targets around median, and uses an independent consultant with ongoing shareholder engagement to calibrate program design—limiting peer-ratcheting risk .