Diane L. Cafritz

About Diane L. Cafritz

Diane L. Cafritz, age 54, is a new nominee for Independent Director at Domino’s Pizza, Inc. (DPZ). She is Executive Vice President, Chief Innovation & People Officer at CarMax, Inc., with prior leadership roles spanning human capital, legal/compliance, government affairs, and operations; the DPZ Board has affirmed she meets independence requirements, subject to election. She joined CarMax’s legal department in 2003 and advanced through General Counsel, Chief Compliance Officer, and Chief Human Resources Officer roles, culminating in her current EVP appointment in July 2024. Tenure on DPZ’s Board would commence upon shareholder election in 2025 .

Past Roles

External Roles

Board Governance

• Independence: Board determined Cafritz satisfies independence requirements under Nasdaq and SEC standards, subject to her election .
• Committee assignments: None currently; the Board expects to appoint her to committees in 2025, subject to election .
• Board structure: Separate Executive Chairman, Presiding Director (lead independent), and CEO; fully independent committees; independent director executive sessions are held quarterly led by the Presiding Director .
• Meeting cadence and attendance: The Board held five meetings in 2024; each director met at least 75% attendance across Board/committee meetings. Directors are invited and expected to attend the annual meeting (all current directors attended in 2024). Cafritz, as a new nominee, had no 2024 attendance metrics at DPZ .
• Stock ownership requirements: Directors must hold 5× annual retainer within five years of appointment .
• Anti-hedging/pledging: DPZ prohibits hedging and subjects directors to anti-pledging under its Insider Trading Policy .

Fixed Compensation

Director compensation program (applicable to independent directors; Mr. Weiner receives no additional pay for Board service):

• Annual Board retainer: $90,000 cash; directors may elect to receive retainer in cash or restricted stock units (RSUs) in varying increments .
• Committee retainers:
  • Presiding Director: $25,000 .
  • Audit Committee: Chair $35,000; Member $15,000 .
  • Compensation & Human Capital Committee: Chair $25,000; Member $10,000 .
  • Nominating & Corporate Governance Committee: Chair $20,000; Member $10,000 .
  • Inclusion & Diversity Committee (2024 only): Chair $20,000; Member $10,000 .
• Annual equity grant: RSUs with target grant-date fair value ~$190,000; grant sized at 385 RSUs; vests after one year (accelerated upon qualified retirement or certain covered transactions); directors may defer receipt under the DCP .

Director compensation summary (standard program):

Performance Compensation

Directors do not receive performance-based cash bonuses; annual director equity grants are time-vesting RSUs (no performance metric). For transparency on equity award design:

Other Directorships & Interlocks

• Current public company boards other than DPZ: None disclosed for Cafritz .
• Compensation committee interlocks (DPZ 2024): None among CHC committee members; no insider participation requiring Item 407(e) disclosure .

Expertise & Qualifications

• Human capital management and talent development (as CarMax CHRO and EVP) .
• Innovation and operational leadership (Chief Innovation & People Officer; operational regulatory guidance experience) .
• Legal, compliance, and government affairs leadership (CarMax GC/CCO; litigation and regulatory oversight) .
• Board seeks directors with business, leadership, finance, and retail/restaurant industry experience; Cafritz’s profile aligns with human capital, regulatory, and operational strengths highlighted as desirable attributes .

Equity Ownership

Ownership alignment and policies:

• Director ownership guideline: 5× annual retainer within five years of appointment; unvested PSUs and unexercised options do not count toward the guideline .
• Hedging/pledging: Prohibited under DPZ’s Insider Trading Policy (anti-hedging and anti-pledging) .
• Deferred compensation: Directors may defer cash retainers and RSU settlements under the DCP; deferred stock counts toward ownership guideline .

Governance Assessment

• Board effectiveness: Cafritz brings deep human capital and innovation expertise directly relevant to DPZ’s Compensation & Human Capital oversight shift (post-Feb 2025), and to broader talent strategy and ESG-linked workforce priorities. Independence is affirmed, no related-party transactions or conflicts are disclosed, and DPZ’s governance framework (quarterly independent sessions, proxy access, proposed elimination of supermajority, and proposed special meeting right) supports investor confidence .
• Time/engagement: DPZ limits the number of outside public company boards and reviews director time commitments; Cafritz holds an operating executive role (CarMax), but no other public boards are disclosed, mitigating overboarding risk. The NCG Committee oversees independence, succession, annual evaluations (including peer-to-peer assessments), and director education, underpinning engagement quality .
• Compensation alignment: Director pay mixes cash retainers with time-vesting equity, reinforcing long-term alignment without short-term performance gaming; ownership guideline (5× retainer in five years) further aligns director interests with shareholders .
• RED FLAGS: None disclosed regarding related-party transactions, pledging/hedging, legal proceedings, or attendance shortfalls for Cafritz. DPZ’s recoupment policy, anti-hedging/pledging, and shareholder-friendly governance proposals (removal of supermajority; creation of special meeting right) reduce governance risk .