Stephen H. Kramer
Director at DPZ
Board
About Stephen H. Kramer
Stephen H. Kramer is an independent director of Domino’s Pizza, Inc. (DPZ), appointed on June 30, 2025; he serves on the Audit Committee and is deemed independent under Nasdaq listing standards . Kramer is President and CEO of Bright Horizons Family Solutions (BFAM) and has been a BFAM board member since January 2018; he previously co-founded College Coach and worked at Fidelity Ventures and Arthur D. Little . Upon filing his initial Form 3 on July 1, 2025, he reported no beneficial ownership of DPZ securities .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bright Horizons Family Solutions (BFAM) | President | Jan 2016–present | Elevated to CEO/Director in Jan 2018 |
| Bright Horizons Family Solutions (BFAM) | Chief Executive Officer; Director | Jan 2018–present | Currently CEO and board member |
| College Coach | Co-founder | Pre-2006–Sep 2006 | BFAM acquired College Coach in Sep 2006 |
| Fidelity Ventures | Investment/venture role | Not disclosed | Early career role |
| Arthur D. Little | Consulting role | Not disclosed | Early career role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bright Horizons Family Solutions (NYSE: BFAM) | Director (and CEO) | Jan 2018–present | Executive leadership; governance role at BFAM |
Board Governance
- Independence: Board determined Kramer meets Nasdaq independence requirements; assigned to Audit Committee .
- Tenure: Appointed June 30, 2025; stands for re-election at 2026 annual meeting .
- Audit Committee role: Member (not Chair); Audit Committee oversees financial reporting, internal controls, and risk management; charters updated Jan 2025 .
- Attendance: DPZ expects directors to attend annual shareholder meetings; all current directors attended the 2024 meeting; Kramer appointment post-2025 proxy—attendance data for him not yet applicable .
- Stock ownership policy: Directors must hold shares equal to 5x annual retainer within five years of appointment .
- Anti-hedging/pledging policy: Hedging and pledging of company stock prohibited for directors .
| Governance Attribute | Status | Source |
|---|---|---|
| Independence | Independent director under Nasdaq; Audit Committee member | |
| Chair roles | None disclosed | |
| Appointment date | June 30, 2025 | |
| Audit Committee oversight areas | Financial reporting, risk, auditor independence (PwC) | |
| Attendance expectation | Directors expected at annual meetings | |
| Ownership guidelines | 5x annual retainer within five years | |
| Anti-hedging/pledging | Prohibited |
Fixed Compensation
| Element | Amount | Applicability to Kramer | Source |
|---|---|---|---|
| Annual Board retainer | $90,000 | Eligible as non-employee director compensation | |
| Presiding Director retainer | $25,000 | Not applicable (Kramer is not Presiding Director) | |
| Audit Committee Chair retainer | $35,000 | Not applicable (member-only) | |
| Audit Committee member retainer | $15,000 | Applicable (Audit Committee member) | |
| Compensation Committee Chair/member retainers | $25,000 / $10,000 | Not applicable (not on Comp Committee) | |
| Nominating & Corporate Governance Chair/member | $20,000 / $10,000 | Not applicable | |
| Annual Director RSU grant (target fair value) | $190,000 | Eligible; RSUs vest after one year | |
| Retainer election | Cash and/or RSUs (quarterly installments) | Eligible |
Performance Compensation
| Equity Instrument | Vesting | Performance Metrics | Source |
|---|---|---|---|
| Director RSUs | One-year vest; convert to common stock upon vesting | None; time-based vest only |
Other Directorships & Interlocks
| Company | Role | Overlap with DPZ | Related-party/Conflict Notes |
|---|---|---|---|
| Bright Horizons Family Solutions (BFAM) | CEO & Director | Concurrent with DPZ directorship | DPZ disclosed no transactions involving Kramer under Item 404(a) of Regulation S-K at appointment |
Expertise & Qualifications
- Public company CEO with board experience at BFAM; brings operational, governance, and human capital insight from leading a global childcare services enterprise .
- Entrepreneurial background (College Coach co-founder) and prior experience in venture investing and management consulting (Fidelity Ventures; Arthur D. Little) .
Equity Ownership
| Metric | Value | Date/Context | Source |
|---|---|---|---|
| DPZ common shares beneficially owned | 0 | Initial Form 3 filed Jul 1, 2025 | |
| Ownership guideline requirement | 5x annual retainer within five years of appointment | Current DPZ policy | |
| Hedging/pledging | Prohibited under Insider Trading Policy | Current DPZ policy |
Insider Filings
| Form | Filing Date | Key Disclosure | Source |
|---|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Jul 1, 2025 | No securities beneficially owned; POA filed |
Compensation Committee Analysis (Context)
- Composition: Compensation and Human Capital Committee comprised of Corie S. Barry (Chair), C. Andrew Ballard, and Andrew B. Balson (all independent) .
- Consultant: Committee engages Meridian Compensation Partners; independence assessed with no conflicts; continued engagement into 2025 .
- Responsibilities broadened in Feb 2025 to include human capital oversight; Inclusion & Diversity oversight consolidated into this committee .
- Say-on-pay: 2024 advisory vote saw nearly 94% approval, indicating strong shareholder support for DPZ’s executive pay program .
Governance Assessment
- Positives: Independent appointment with immediate Audit Committee service; no related-party transactions disclosed; robust anti-hedging/anti-pledging policy; clear ownership guideline (5x retainer) to drive alignment .
- Watch items: New appointee with initial zero ownership—monitor progress toward ownership guideline over five years; ongoing CEO role at BFAM implies significant time commitments, though DPZ limits outside board service and Kramer’s current roles appear within typical bounds .
- Board structure supports effective oversight: Separate Executive Chairman, Presiding Director, and CEO; fully independent committees; regular executive sessions of independent directors .
RED FLAGS
- None disclosed: No Item 404 related-party transactions; no hedging/pledging; no equity re-pricing or tax gross-ups for directors noted .