Kevin S. Morris
Executive Vice President, General Counsel and Corporate Secretary at DPZ
Executive
About Kevin S. Morris
Executive Vice President, General Counsel and Corporate Secretary at Domino’s Pizza, Inc. (DPZ), listed as a member of the executive leadership team in the company’s 2021 and 2025 proxy statements . On March 10, 2025, DPZ announced that Ryan Mulally will assume the EVP – General Counsel and Corporate Secretary role effective March 15, 2025, with Morris signing that 8‑K as EVP, General Counsel and Corporate Secretary—indicating a near‑term transition of his duties . During Morris’s tenure as a named executive officer (NEO) in 2020, DPZ delivered strong operating and shareholder results: 2024 Consolidated Adjusted EBITDA rose to $1,011.7M from $857.5M in 2022 (+18%), and the year-end stock price increased to $429.62 in 2024 from $346.40 in 2022, supporting pay-for-performance alignment across the program . DPZ shareholders have consistently supported executive pay, with a 93.91% “say‑on‑pay” approval in 2024 and “nearly 94%” support cited in the 2025 proxy .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Domino’s Pizza, Inc. | EVP, General Counsel and Corporate Secretary | 2021–Mar 2025 (listed in leadership in 2021 and 2025 proxies) | Top legal officer and corporate secretary, signatory on SEC filings; transition of GC/Secretary duties announced effective Mar 15, 2025 |
External Roles
- Not disclosed in DPZ proxy filings for Kevin S. Morris. (No data)
Fixed Compensation
| Year | Base salary ($) | Target bonus (% of salary) | Actual annual bonus ($) | Notes |
|---|---|---|---|---|
| 2020 | 508,846 | 75% (increased mid‑year from 50%) | 461,940 | NEO in 2020 only; 2020 AIP corporate payout set at 152.9% of target companywide |
Performance Compensation
-
Annual Incentive Plan (AIP)
- Metric: Adjusted total segment income in 2020; renamed “Incentive Adjusted EBITDA” in later programs
- Company-level results: 152.9% (2020), 106.3% (2023), 106.4% (2024) of target
-
Long-term equity awards (2020 grants while an NEO)
| Award type | Grant date | Quantity/Strike | Grant-date fair value ($) | Performance metric | Vesting |
|---|---|---|---|---|---|
| Stock options | 7/15/2020 | 2,320 options @ $413.68 | 245,410 | Stock price | 25% per year over 4 years; 10-year term |
| Performance shares (PSUs) | 7/15/2020 | 150 target shares | 62,052 | Adjusted total segment income (annual tranches) | 4 equal tranches; each tranche requires annual performance and service |
| Performance shares (PSUs) | 12/08/2020 | 577 target shares | 223,120 | Adjusted total segment income (annual tranches) | 4 equal tranches; each tranche requires annual performance and service |
Program design evolution
- 2023: Long-term mix of PSUs, RSUs and options; PSUs tied to adjusted total segment income with three‑year measurement and evolving toward broader measures .
- 2024: Consolidated Adjusted EBITDA (formerly “Segment Income”) used for AIP and PSU frameworks as the primary performance measure .
Equity Ownership & Alignment
| Measure | Detail |
|---|---|
| Beneficial ownership (as of Jan 3, 2021) | 13,960 shares (includes options exercisable within 60 days) |
| % of shares outstanding | ≈0.036% (13,960 / 38,800,436 shares outstanding as of Mar 3, 2021) |
| Options – exercisable | 10,064 options (various strikes/expirations) |
| Options – unexercisable | 7,806 options (scheduled to vest per option terms) |
| PSU awards outstanding (as of Jan 3, 2021) | Multiple tranches subject to annual performance; e.g., 600, 668, 410, 259, 279 (see Outstanding Equity Awards table) |
| Stock ownership guidelines | Other executives: 3× base salary; must be met within five years of appointment |
| Hedging/pledging | Hedging prohibited; anti‑pledging policy applies to all employees and directors |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | As described for “Messrs. Levy, Jordan and Morris”: upon termination by the Company without cause or resignation for good reason, severance equals 1× annual base salary, paid over 12 months |
| Benefits on termination | Earned but unpaid prior-year AIP bonus plus pro‑rated AIP for year of termination; company‑paid medical premiums during severance period |
| Change-in-control (CIC) | Equity awards eligible for acceleration upon a covered transaction; no separate CIC cash multiple disclosed for Morris (see 2021 potential payments table) |
| Non‑compete / Non‑solicit | Two‑year non‑competition and non‑solicitation covenant |
| Clawback | Company maintains a recoupment policy compliant with SEC and listing rules |
Quantified potential payments (illustrative, as of Jan 3, 2021 valuation)
- Death: equity acceleration value of $1,496,216
- Change-in-control: equity acceleration value of $1,496,216 (valuation methodology disclosed)
Compensation Structure Analysis
- Cash vs equity mix (2020): For Morris as a 2020 NEO, compensation emphasized at‑risk pay—AIP and equity—consistent with DPZ’s design (companywide emphasis noted: CEO ~82–91% variable; other NEOs ~64–87% variable in 2020–2023) .
- Shift from options to RSUs/PSUs: DPZ began migrating to PSUs and RSUs and phasing out new option grants from 2021 onward, aligning awards with multi‑year financial metrics and TSR modifiers—reducing risk and increasing line‑of‑sight .
- AIP calibration: 2023 and 2024 AIP paid near target on Incentive Adjusted EBITDA (106.3% and 106.4% of target), signaling disciplined payout calibration against operating performance .
- Tax gross‑ups: Morris received modest tax reimbursements on limited perquisites in 2020 (e.g., umbrella liability premium and other minor perqs), a potential governance sensitivity though amounts were small .
Performance & Track Record (Company context during Morris’s service)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Consolidated Adjusted EBITDA ($M) | 857.5 | 939.1 | 1,011.7 |
| Stock price at fiscal year end ($) | 346.40 | 412.23 | 429.62 |
Additional context:
- 2024 business highlights included +5.9% global retail sales growth (FX-neutral), U.S. same‑store sales +3.2%, and 775 net new stores .
- TSR: Value of $100 in DPZ reached 155.46 at 12/29/2024 in the pay‑versus‑performance table (peer group TSR 165.60) .
Say‑on‑Pay & Peer Group
| Item | Detail |
|---|---|
| Say‑on‑pay support | 93.91% approval in 2024; “nearly 94%” noted in 2025 proxy |
| Pay positioning | Committee generally targets market median for total direct compensation, with discretion based on performance and role |
| 2024 peer group | Bloomin’ Brands; Chipotle; Darden; Expedia; Hilton; Hyatt; IHG; Norwegian Cruise Line; Papa John’s; Restaurant Brands International; Royal Caribbean Group; Texas Roadhouse; Wayfair; Wendy’s; Wyndham; Yum! Brands |
| 2025 peer group | Unchanged from prior year |
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for all directors and employees (mitigates misalignment/credit risk) .
- Clawback: Policy maintained per SEC and exchange rules (improves accountability) .
- Perquisite tax gross‑ups: Present at de minimis levels for Morris in 2020 (e.g., umbrella liability insurance, minor perqs) .
- GC succession timing: DPZ announced Ryan Mulally will become EVP – General Counsel and Corporate Secretary effective Mar 15, 2025, indicating an impending transition of Morris’s responsibilities; Morris signed the Mar 10, 2025 8‑K as EVP, GC & Corporate Secretary (watch for separation, advisory role, or reassignment) .
Notes on Equity Ownership Structure (as of Jan 3, 2021)
| Component | Amount |
|---|---|
| Options exercisable | 10,064 options (various tranches/strikes) |
| Options unexercisable | 7,806 options (scheduled to vest over time) |
| PSUs outstanding | Multiple tranches subject to annual performance and service; examples include 600, 668, 410, 259, 279 unvested units (see filing table) |
Investment Implications
- Alignment: DPZ’s program ties both annual and long‑term incentives to core financial outcomes (adjusted segment income / consolidated adjusted EBITDA) and stock price, with strong say‑on‑pay support—positive for alignment and discipline .
- Retention/transition risk: The announced GC/Secretary succession effective Mar 15, 2025 introduces executive transition risk. Monitor whether Morris remains in another role, enters a transition/advisory period, or separates—terms could affect vesting/forfeiture dynamics and potential insider trading plan activity around vesting dates .
- Selling pressure: As of 2021, Morris held 7,806 unexercisable options set to vest ratably and multiple PSU tranches with annual performance gates—these could create periodic liquidity events upon vest/settlement; hedging is barred, and pledging is prohibited—mitigating leverage-related risk .
- Governance quality: Anti‑hedging/pledging, recoupment, and majority voting policies, combined with robust investor support and targeted median pay philosophy, are positives for governance and compensation risk control .
Citations
- Leadership listing/signatures and upcoming GC transition:
- Compensation details for 2020 (salary, bonus, grants, vesting):
- Ownership and outstanding equity:
- AIP/PSU metrics and payout outcomes; program evolution:
- Performance/stock metrics:
- Employment terms (severance, CIC, restrictive covenants):
- Hedging/pledging and clawback:
- Say‑on‑pay and peer group: