Richard L. Federico
Director at DPZ
Board
About Richard L. Federico
Independent director of Domino’s Pizza, Inc. since 2011 (age 70); currently serves as Audit Committee Chair and has been designated the Board’s “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K and a financially sophisticated member under Nasdaq rules. Career restaurant operator and former CEO/Chairman of P.F. Chang’s, bringing deep operating and financial oversight expertise to DPZ’s boardroom.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| P.F. Chang’s China Bistro, Inc. | Non-Executive Chairman | Feb 2016 – Mar 2019 | Post-CEO board leadership during ownership transition |
| P.F. Chang’s China Bistro, Inc. | Executive Chairman | Mar 2015 – Feb 2016 | Oversight of strategy and transition from CEO role |
| P.F. Chang’s China Bistro, Inc. | Chairman, CEO or Co-CEO | Sep 1997 – Mar 2015 | Led a successful publicly traded restaurant concept |
| P.F. Chang’s China Bistro, Inc. | President (joined Board) | 1996 | Entry to brand leadership and board service |
| Brinker International, Inc. | SVP & concept head (Macaroni Grill); later President, Italian Concept division | 1989 – 1996 (joined PF Chang’s in 1996) | Directed operations and development for Macaroni Grill and Spageddies |
| Grady’s Goodtimes | Co‑Founder/Partner; VP Operations | Until 1989 (acquired by Brinker) | Concept development and operational leadership |
| Steak & Ale; Orville Beans; Bennigan’s | Manager | Early career | Restaurant operations foundation |
External Roles
| Organization | Type | Role | Status/Tenure | Committees/Notes |
|---|---|---|---|---|
| Black Rock Coffee | Private restaurant concept | Director | Current | Board service (private) |
| The Melt | Private restaurant concept | Director | Current | Board service (private) |
| Boqueria | Private restaurant concept | Director | Current | Board service (private) |
| Jamba, Inc. | Public | Chairman of the Board | Prior | Board leadership (public) |
| RPT Realty | Public | Director | Prior | Board service (public) |
| Tastemaker Acquisition Corp. | Public | Director | Prior | Board service (public) |
| Chances for Children | Non‑profit | Founding Director | Ongoing | Philanthropic governance |
Board Governance
- Committee assignments: Audit Committee Chair; audit members are Federico (Chair), James A. Goldman, and Patricia E. Lopez. Board affirms each audit member is independent and financially literate; Federico is designated the audit committee financial expert and financially sophisticated under Nasdaq rules.
- Independence: Board determined Federico is independent under Nasdaq standards and SEC rules.
- Attendance and engagement: The Board met 5 times in 2024 and acted by written consent twice; each director attended at least 75% of aggregate Board and relevant committee meetings; all current directors attended the 2024 annual meeting. The Audit Committee met 4 times in 2024.
- Risk oversight: Audit Committee assists the Board’s oversight of financial reporting, internal controls, compliance, and company-wide risk management, including information security and cybersecurity (with Enterprise Risk Committee input).
- Accountability practices: All directors stand for annual election; Majority Voting Policy applies in uncontested elections; anti-hedging and anti‑pledging policy applies to all directors; director stock ownership guideline is 5x annual retainer within five years.
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 90,000 | Standard non‑employee director retainer |
| Audit Committee Chair retainer | 35,000 | Chair premium |
| Fees earned or paid in cash (Federico actual) | 125,000 | Sum of cash/retainers reported in Director Compensation Table |
| All other compensation (Federico) | 0 | “—” in table; no perqs/dividends reported for Federico |
| Deferred Compensation Plan (DCP) contributions (Federico) | 0 | No director contributions or balance reported for Federico |
Notes:
- No meeting fees are disclosed; structure is retainer-based with committee premiums. Directors may elect to receive retainers in cash or in RSUs (quarterly installments) and may elect deferrals under the DCP.
Performance Compensation
| Equity Element | Grant Value/Count | Vesting/Terms | Status |
|---|---|---|---|
| Annual RSU grant (target) | $190,000 | One‑year vest; converts to unrestricted common upon vest; eligible for acceleration in case of retirement or certain covered transactions; directors eligible for “qualified retirement” at 5 years’ service and age 55 (Federico has satisfied). | In effect for 2024 |
| RSUs granted (2024; per director) | 385 units | Time‑based (no performance conditions) | Granted |
| Stock awards (Federico, grant‑date fair value) | $190,486 | ASC 718 grant‑date fair value as reported | Reported |
| Option awards (Federico) | $0 | No options granted to directors in 2024 | |
| Outstanding RSUs at FY‑end (Federico) | 385 | Unvested/subject to plan terms |
- Performance metrics tied to director compensation: None disclosed; director equity is time-based RSUs (no TSR/revenue/EBITDA conditions).
Other Directorships & Interlocks
| Company | Public/Private | Role | Overlap/Interlock Notes |
|---|---|---|---|
| Current other public boards | — | — | None listed for Federico in DPZ proxy’s director nominee table. |
| Compensation Committee interlocks (DPZ, 2024) | — | — | Company discloses no Comp Committee interlocks or insider participation in 2024. |
Expertise & Qualifications
- Audit and financial oversight: Designated audit committee financial expert; financially sophisticated under Nasdaq; leads Audit Committee overseeing auditors, internal controls, and risk management.
- Deep restaurant industry operations and leadership: Decades of operating experience; former CEO/Chairman of P.F. Chang’s; leadership roles at Brinker concepts and entrepreneurial experience as co‑founder of Grady’s Goodtimes.
- Board service and governance: Public company board leadership (former Chairman at Jamba) and multiple current private board roles.
Equity Ownership
| Ownership Detail (as of Dec 29, 2024) | Amount | Notes |
|---|---|---|
| Beneficial ownership (Federico) | 6,284 shares | Less than 1% of class |
| Percentage of class | <1% | Per proxy table |
| Outstanding RSUs (unvested) | 385 | As of FY‑end 2024 |
| Options (exercisable/unexercisable) | 0 | No option holdings disclosed for Federico |
| DCP balance | — | No aggregate balance reported for Federico in director DCP table |
| Ownership guidelines | 5x annual retainer within five years; deferred stock counts toward requirement | Policy applies to directors |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy | Anti‑hedging and anti‑pledging highlighted |
Governance Assessment
- Strengths:
- Long‑serving independent director, Audit Committee Chair, and designated financial expert—supports rigorous financial oversight and auditor independence.
- High engagement: Board met 5x and Audit Committee 4x in 2024; each director met ≥75% attendance; all attended the 2024 annual meeting.
- Pay structure aligns with shareholders: Majority of 2024 director compensation delivered in equity via time‑vested RSUs; cash retainer plus committee chair premium are modest and market‑median targeted (per Meridian study).
- Risk‑mitigating policies in place: Anti‑hedging/anti‑pledging; majority voting; annual elections; director ownership guideline (5x retainer).
- Watch items:
- Tenure since 2011 reflects depth but may prompt periodic independence refresh considerations; Board continues to affirm independence.
- Concurrent private restaurant board roles (Black Rock Coffee, The Melt, Boqueria): no related‑party transactions disclosed with DPZ, but worth monitoring for any future commercial overlaps; none reported in “Certain Transactions.”
- Conflicts/Related‑party exposure:
- No related‑person transactions disclosed involving Federico; disclosed items relate to aircraft arrangement with CEO and employment of Executive Chairman.
Notes on 2024 director pay levels (context for alignment):
- Standard annual retainer $90,000; Audit Chair fee $35,000; 2024 equity target increased to $190,000 (385 RSUs), vesting over one year; directors may elect cash vs RSUs and deferrals; qualified retirement met by Federico (age 55+ and 5 years).
- Federico’s 2024 compensation: $125,000 cash fees; $190,486 stock awards; total $315,486; no other compensation.
References: DPZ 2025 Proxy Statement (DEF 14A) dated March 14, 2025.