James A. Goldman
Director at DPZ
Board
About James A. Goldman
Independent director since 2010 (age 66). Former President and CEO of Godiva Chocolatier (2004–2014), with prior senior roles at Campbell Soup (President, Food & Beverage Division, 2001–2004), Nabisco (1992–2000), and McKinsey. Currently serves on DPZ’s Audit Committee; external public board role includes Abercrombie & Fitch Co. (Compensation Committee member; Chair of Nominating & Corporate Governance). Background reflects deep consumer/food & beverage leadership and governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Godiva Chocolatier, Inc. | President & CEO | 2004–2014 | Led global premium confectionery; board member |
| Campbell Soup Company | President, Food & Beverage Division | 2001–2004 | P&L leadership across beverages and soups |
| Nabisco, Inc. | Various executive positions | 1992–2000 | Brand and operations leadership in CPG |
| McKinsey & Company, Inc. | Senior consulting associate | Pre-1992 | Strategy and operations advisory |
External Roles
| Organization | Role | Tenure/Status | Committees |
|---|---|---|---|
| Domino’s Pizza, Inc. (DPZ) | Independent Director | Director since 2010 | Audit Committee member |
| Abercrombie & Fitch Co. | Director | Current | Compensation Committee member; Chair, Nominating & Corporate Governance |
| Eurazeo portfolio companies | Director | Current | Q Mixers; Waterloo Sparkling Water; Dewey’s Bakery boards |
| Frontenac | Senior Advisor & Chairman1st Partner | Current | Advisory/operating partner role |
| Non-profit boards | Trustee/Executive Committee | Prior service | Save the Children; International Tennis Hall of Fame; YMCA Camps Becket & Chimney Corners |
Board Governance
- Committee memberships: Audit Committee (member); member of the Inclusion & Diversity Committee in 2024 prior to its responsibilities moving under the Compensation & Human Capital Committee in Feb 2025 .
- Independence: Board affirmatively determined Goldman is independent under Nasdaq standards; all directors except the CEO and Executive Chairman are independent .
- Attendance and engagement:
- Board held 5 meetings in 2024 (plus 2 unanimous written consents); each director attended at least 75% of Board and applicable committee meetings; all current directors attended the 2024 annual meeting .
- Audit Committee met 4 times in 2024; Inclusion & Diversity Committee met 2 times in 2024 .
- Years of service on DPZ board: since March 2010 .
- Anti-hedging/anti-pledging and governance practices: Directors are subject to anti-hedging/anti-pledging under the Insider Trading Policy; strong governance framework with annually elected directors, majority voting policy, and proxy access .
Fixed Compensation
2024 director compensation (detailed breakdown):
| Component | Amount ($) | Notes |
|---|---|---|
| Board annual retainer | 90,000 | Standard director retainer |
| Audit Committee member fee | 15,000 | Non-chair member annual fee |
| Inclusion & Diversity Committee member fee | 10,000 | Non-chair member annual fee (committee active in 2024) |
| Fees earned or paid in cash (total) | 115,000 | Sum of retainer and committee fees |
| Annual RSU grant (fair value) | 190,486 | 385 RSUs; one-year vest |
| All other compensation | 2,729 | Accrued cash dividends paid on vesting of RSUs |
| Total 2024 director compensation | 308,216 | Aggregated total |
- Director equity structure: annual RSU grant with a one-year vest; directors may elect to defer RSUs/cash fees via the Deferred Compensation Plan (DCP) .
Performance Compensation
| Award Type | Performance Metrics | Weight | Vesting | 2024 Grant Details |
|---|---|---|---|---|
| RSUs (director) | None (time-based only) | N/A | One-year vest | 385 RSUs granted; target value ~$190k |
- Directors do not receive performance-based equity (no PSUs/options for directors in the director program). DPZ’s clawback/recoupment policy applies to incentive compensation per Nasdaq/SEC rules (program primarily designed for executives) .
Other Directorships & Interlocks
| Company/Entity | Sector | Role/Committee | Potential Interlocks/Notes |
|---|---|---|---|
| Abercrombie & Fitch Co. | Retail/apparel | Comp Committee; Chair NCG | No DPZ-related transactions disclosed; consumer retail not a direct DPZ competitor |
| Q Mixers; Waterloo; Dewey’s (Eurazeo) | Beverages/bakery | Portfolio company director | No DPZ related-party transactions disclosed |
| Frontenac | Private equity | Senior Advisor | Advisory role; no DPZ transactions disclosed |
- Related-party transactions: DPZ disclosed aircraft time-sharing with CEO and employment/benefits for Executive Chairman; no transactions involving Goldman were disclosed .
Expertise & Qualifications
- Led global consumer brands (Godiva; Campbell; Nabisco) — deep food & beverage, branded consumer, and international operations expertise .
- Public company governance experience (Abercrombie & Fitch board; chairs NCG), plus Audit Committee service at DPZ; able to read/understand financial statements per Audit Committee standards .
- Strategy and operations background from McKinsey; broad board experience across consumer portfolio companies .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership | 5,748 shares | Held in James Alan Goldman Revocable Trust; less than 1% of class |
| Shares outstanding (record date) | 34,297,040 | DPZ common stock outstanding on Feb 28, 2025 |
| Outstanding RSUs (director) | 385 units | Unvested RSUs as of FY-end |
| Hedging/Pledging | Prohibited | Insider Trading Policy bans hedging/pledging by directors |
| Stock ownership guideline | 5× annual retainer | Must be met within 5 years; directors who completed accumulation period are in compliance |
Deferred Compensation Plan (DCP) position (director):
| Metric | 2024 Amount ($) |
|---|---|
| Director contributions (2024) | 0 |
| Aggregate earnings (2024) | 184,907 |
| Aggregate balance (12/29/2024) | 1,455,463 |
Governance Assessment
- Board effectiveness: Goldman adds seasoned consumer/food leadership and governance depth; active Audit Committee member and formerly on Inclusion & Diversity Committee, supporting risk oversight and human capital focus .
- Independence and engagement: Independent status affirmed; attendance meets DPZ’s standard; all directors attended the 2024 annual meeting, indicating engagement .
- Compensation alignment: Balanced cash retainer plus time-based RSUs with one-year vesting; no performance-linked director pay, consistent with market norms; directors may defer to DCP, and are subject to 5× retainer ownership guidelines (compliance achieved where applicable) .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Goldman; anti-hedging/anti-pledging policy reduces alignment risk; DPZ monitors director time commitments and limits number of outside public boards .
- Shareholder confidence signals: Strong say‑on‑pay support in 2024 (93.91%); extensive shareholder outreach (~200 investors, ~70% of shares) underscores governance responsiveness, which supports overall investor confidence in board oversight .
RED FLAGS: None disclosed specific to Goldman (no related-party transactions, pledging, or attendance issues). Note that multiple external roles are mitigated by DPZ’s practice of limiting the number of outside public company boards and its annual independence and time-commitment reviews .