Russell J. Weiner
About Russell J. Weiner
Russell J. Weiner, 56, is Chief Executive Officer of Domino’s Pizza, Inc. (DPZ) and a director since April 2022; he previously served as EVP/Chief Marketing Officer (2008–2014), President, Domino’s USA (2014–2018), COO & President of the Americas (2018–2020), and COO & President – U.S. (2020–2022). He also serves on the board of The Clorox Company . Under Domino’s “Hungry for MORE” strategy, fiscal 2024 delivered global retail sales growth of 5.9% ex-FX, U.S. same store sales +3.2%, and 775 net new stores; income from operations rose 7.3% YoY, and the stock ended FY24 at $429.62, up 24% vs FY22, while Consolidated Adjusted EBITDA reached $1,011.7M (2014–2016 naming changes noted) . CEO pay is heavily at-risk (≈89% variable in 2024), with annual incentives tied to Incentive Adjusted EBITDA and long-term PSUs tied to multi-year EBITDA growth and global retail sales growth with a relative TSR modifier, supporting pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Domino’s Pizza, Inc. | CEO; Director | 2022–Present | Continued brand growth under “Hungry for MORE”; emphasis on profitability and store expansion . |
| Domino’s Pizza, Inc. | COO & President – U.S. | 2020–2022 | U.S. operations leadership; digital/operations focus . |
| Domino’s Pizza, Inc. | COO & President of the Americas | 2018–2020 | Regional leadership across Americas system . |
| Domino’s Pizza, Inc. | President, Domino’s USA | 2014–2018 | U.S. brand, operations and growth leadership . |
| Domino’s Pizza, Inc. | EVP & Chief Marketing Officer | 2008–2014 | Major brand/marketing initiatives and digital leadership . |
| PepsiCo, Inc. | Various marketing roles, incl. VP Marketing, Colas | 1998–2008 | Consumer marketing leadership prior to Domino’s . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Clorox Company | Director | Current | Public company directorship . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 875,000 | 925,000 |
| Target annual bonus (% of salary) | 200% | 200% |
| Actual AIP payout ($) | 1,860,250 (106.3% of target) | 1,968,400 (106.4% of target) |
Performance Compensation
- Annual incentive (AIP) design and FY2024 outcome:
- Metric: Incentive Adjusted EBITDA; FY2024 target $1.008B; achievement 100.64% → payout 106.4% of target .
- Whole-company metric aligns executives to consolidated profitability; AIP threshold requires >90% of target, with linear slope and 250% cap (or $5M cap) .
| AIP (FY2024) | Weighting | Target | Actual | Payout | Vest/Timing |
|---|---|---|---|---|---|
| Incentive Adjusted EBITDA | 100% | $1.008B | 100.64% of target | 106.4% of target | Cash for FY2024 |
- Long-term incentive (structure and latest grants):
- 2024 grants: PSUs (6,252 target units), RSUs (3,126), stock options (9,920; $443.90 strike; 10-year term), all vesting ratably over 3 years; PSU performance over 2024–2026 with TSR +/-25% vs S&P 1500 Restaurants Sub-Index .
- PSU metrics and weighting: Incentive Adjusted EBITDA growth 70%; Global retail sales growth ex-FX 30%; measured annually and “banked,” averaged at end of 3-year period; TSR modifier applied at end .
| 2024 LTI grant (Mar 11, 2024) | Units/Terms | Grant value (accounting) |
|---|---|---|
| PSUs (target) | 6,252; 3-year performance (2024–2026); TSR +/-25% | $2,997,146 |
| RSUs | 3,126; vest 1/3 per yr (2025–2027) | $1,387,631 |
| Options | 9,920; $443.90 strike; 10-yr term; 1/3 per yr vest | $1,387,510 |
- PSU performance for 2022–2024 cycle (pays Mar 10, 2025):
- Earned at 59.6% of target after relative TSR modifier (-15% at 24th percentile) .
| PSU 2022–2024 goals (millions) | Threshold | Target | Maximum | Actual | Payout (% target) |
|---|---|---|---|---|---|
| Cumulative Adjusted Total Segment Income (70%) | 2,726.1 | 3,029.0 | 3,256.2 | 2,847.8 | 70.1% (pre-TSR) |
| Cumulative Global Retail Sales ex-FX (30%) | 55,770.3 | 61,967.0 | 66,614.5 | 58,283.4 | 70.3% (pre-TSR) |
| Relative TSR modifier | — | — | — | 24th percentile | -15% applied; final 59.6% |
Equity Ownership & Alignment
- Beneficial ownership (as of Dec 29, 2024): 93,925 shares; includes 67,041 options exercisable within 60 days; also 297 shares in Russell Weiner Trust Agreement and 3,036 in the Russell J. Weiner 2023 Grantor Trust; <1% of shares outstanding .
- Outstanding/unvested positions (selected, as of Dec 29, 2024): RSUs from 2022 (1,237; vest 3/10/25), RSUs from 2023 (3,888; vest 3/10/25 and 3/10/26), RSUs from 2024 (3,126; vest 3/11/25–27); 2022 PSUs earned 2,211 units (vest 3/10/25); 2023 PSUs target 11,661; 2024 PSUs target 6,252; 2024 options 9,920 (vest 1/3 annually) .
- Stock ownership guidelines: CEO must hold stock = 6x base salary; company states all executives/directors who have completed their accumulation period are in compliance .
- Hedging/pledging: Company prohibits hedging of company securities; directors and employees are subject to anti-pledging and anti-hedging provisions under the Insider Trading Policy .
| Ownership snapshot (Dec 29, 2024) | Count / Status |
|---|---|
| Beneficially owned shares | 93,925; <1% of class |
| Options exercisable within 60 days | 67,041 |
| Trust holdings | 297 (Russell Weiner Trust); 3,036 (2023 Grantor Trust) |
| 2022 PSUs earned (vest 3/10/25) | 2,211 |
| 2023 PSUs outstanding (target) | 11,661 |
| 2024 PSUs outstanding (target) | 6,252 |
| 2022 RSUs remaining | 1,237 (vest 3/10/25) |
| 2023 RSUs remaining | 3,888 (vest 3/10/25 & 3/10/26) |
| 2024 RSUs outstanding | 3,126 (vest 3/11/25–27) |
| 2024 Options | 9,920 @ $443.90; 10-yr term; 1/3 per yr vest |
Employment Terms
- Severance (without cause/for good reason): 2x base salary for Mr. Weiner; AIP for prior year (if earned) plus pro-rated current-year AIP; company-paid medical premiums during severance period; installments paid subject to 409A .
- Voluntary termination without good reason: Mr. Weiner entitled to earned prior-year AIP and pro-rated current-year AIP (company policy); special treatment for equity retirement vesting age threshold increased to 58 if he leaves without good reason (still qualifies for retirement vesting terms on death/disability/termination without cause/for good reason) .
- Change-in-control (covered transaction): All unvested options/RSUs vest; PSUs with 3-year cumulative metrics (2022 grants) vest at greater of target or actual-to-date; PSUs with annual growth-rate metrics (2023/2024 grants) vest at target (previously certified years use actuals) .
- Restrictive covenants: Two-year non-compete and non-solicit post-termination .
- Clawback: Recoupment policy aligned with Nasdaq/SEC rules for incentive compensation in event of a required accounting restatement .
- Perquisites: Time-sharing agreement for up to 45 hours personal use of company aircraft per year at no charge; any excess reimbursed per FAA rules. In 2024, personal use did not exceed 45 hours; incremental cost to company for his personal use was $194,419 (no tax gross-up for aircraft use) .
| Key contract economics | Terms |
|---|---|
| Severance multiple (without cause/for good reason) | 2x base salary; AIP prior-year if earned; pro-rated current-year AIP; medical premiums during severance . |
| Change-in-control equity | Options/RSUs vest; PSUs: 2022 at greater of target/actual-to-date; 2023–2024 at target (with certified year actuals used) . |
| Non-compete / Non-solicit | 2 years post-termination . |
| Clawback policy | SEC/Nasdaq-compliant recoupment for incentive compensation . |
| Aircraft perquisite | 45 hours personal use/year at no charge; 2024 use ≤45 hours; incremental cost $194,419; no aircraft tax gross-up . |
Board Governance
- Role and independence: Weiner is CEO and a director; he is not considered independent; the Executive Chairman (David A. Brandon) role is separate, and a Presiding (Lead Independent) Director (C. Andrew Ballard) leads independent sessions; all board committees are fully independent .
- Board processes: Majority voting policy in uncontested elections; all directors stand for annual election; each director attended at least 75% of meetings in 2024 .
- Anti-hedging/pledging: Directors are subject to anti-pledging and anti-hedging provisions .
- External directorships: Weiner also serves on The Clorox Company board .
Compensation Structure Analysis
- Cash vs equity mix: Approximately 89% of 2024 CEO target total direct compensation is variable (AIP plus equity); 2023 CEO mix was ≈91% variable, indicating strong at-risk emphasis .
- Shift in LTI design: Company uses PSUs (70% EBITDA growth; 30% global retail sales growth ex-FX) with a relative TSR modifier (+/-25% vs S&P 1500 Restaurants); RSUs and options vest ratably over three years, balancing performance and retention .
- Target calibration: In 2023, the AIP target was adjusted early in the year from $930M to $905M with the threshold lowered to 85%, but above-target payouts required exceeding the original $930M gate; FY2023 AIP paid at 106.3% of target as adjusted .
- Say-on-pay support: Shareholder approval was 93.91% in 2024 and >92% in 2023, suggesting investor acceptance of pay design .
- No option repricing or pension/SERP: Proxy discloses no supplemental pension/SERP benefits; options are granted at fair market value; the plan forbids hedging and pledging .
Related-Party Transactions and Red Flags
- Time-sharing agreement for corporate aircraft with Weiner is disclosed; 2024 usage stayed within the 45-hour allotment (no reimbursement due); aircraft personal use costs are reported (no aircraft tax gross-up) .
- Anti-hedging/pledging policies mitigate alignment risks; there is a Nasdaq/SEC-compliant clawback policy; recent say-on-pay support is high; the 2022 PSU cycle paid at 59.6% (with a -15% TSR modifier), evidencing performance sensitivity rather than overly generous outcomes .
Performance & Track Record
| Indicator | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Global Retail Sales ($M) | 17,539.9 | 18,275.8 | 19,124.2 |
| Income from Operations ($M) | 767.9 | 819.5 | 879.0 |
| Consolidated Adjusted EBITDA ($M) | 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 |
Additional 2024 highlights: 31st consecutive year of global retail sales growth ex-FX; U.S. same store sales +3.2%; international same store sales +1.6%; 775 net new stores worldwide .
Compensation Peer Group (Benchmarking Reference)
Bloomin’ Brands; Chipotle; Darden; Expedia; Hilton; Hyatt; InterContinental Hotels Group; Norwegian Cruise Line; Papa John’s; Restaurant Brands International; Royal Caribbean Group; Texas Roadhouse; Wayfair; The Wendy’s Company; Wyndham Hotels & Resorts; Yum! Brands .
SAY-ON-PAY & Shareholder Feedback
- Say-on-pay approval: 93.91% in 2024; “more than 92%” in 2023 .
- Ongoing investor engagement: Company reports robust outreach and responsiveness on compensation and governance topics .
Investment Implications
- Alignment and performance sensitivity: High variable pay (AIP + PSUs) tied to profitability, sales growth, and relative TSR, with 2022 PSUs paying below target (59.6%) after a negative TSR modifier, supports a pay model that can constrain payouts when performance lags peers .
- Retention and potential selling pressure: 2025 features multiple scheduled vests (PSUs from 2022 and RSU tranches), expanding tradable shares; while sales are not implied, these events can increase liquidity windows for the executive .
- Contract risk protection: Moderate severance (2x base), double-trigger style equity acceleration logic in a covered transaction (target or actual-to-date for PSUs), strong anti-hedging/pledging and clawback provisions—overall a shareholder-friendly governance posture .
- Governance checks on dual role: Separation of Executive Chairman and CEO roles, a Lead Independent Director, and independent committees mitigate risks associated with the CEO also serving as a director; Weiner is not board chair and is not considered independent .
- Business execution under tenure: From FY2022 to FY2024, Domino’s increased sales, EBITDA, store count, and year-end share price, while achieving above-target annual incentive results in 2023 and 2024; continued execution of the five-year strategy is the key lever for future PSU outcomes and investor returns .