DEF 14A of Dominos Pizza Inc, Mar 16, 2023

DEF 14A of Dominos Pizza Inc

Filed Mar 16, 2023 · FY20220001193125-23-071970

Open on EDGAR

  1. VIRTUAL MEETING ADMISSION

    | | Page | | EXECUTIVE COMPENSATION TABLES | 50 | | Summary Compensation Table for 2022 | 50 | | Grants of Plan-Based Awards | 52 | | Outstanding Equity Awards at Fiscal Year-End | 54 | | Option Exercises and Stock Vested | 57 | | Non-Qualified Deferred Compensation | 57 | | Potential Post-Employment Payments to Named Executive Officers | 58 | | Pay Versus Performance | 62 | | CEO Pay Ratio | 66 | | PROPOSAL THREE: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 67 | | PROPOSAL FOUR: ADVISORY VOTE ON FREQUENCY OF FUTURE NAMED EXECUTIVE OFFICER COMPENSATION ADVISORY VOTES | 68 | | COMPENSATION OF DIRECTORS | 69 | | Director Compensation Table for 2022 | 70 | | Non-Qualified Deferred Compensation of Directors | 70 | | Outstanding Equity Awards of Directors | 71 | | EQUITY COMPENSATION PLAN INFORMATION | 72 | | Domino’s Pizza, Inc. 2004 Equity Incentive Plan | 72 | | CERTAIN TRANSACTIONS INVOLVING MANAGEMENT OR 5% OR GREATER SHAREHOLDERS | 73 | | Review and Approval of Related Person Transactions | 73 | | Time-Sharing Agreement with Russell J. Weiner for Use of Corporate Aircraft | 73 | | Time-Sharing Agreement with Richard E. Allison, Jr. for Use of Corporate Aircraft | 73 | | Employment of David A. Brandon | 73 | | OTHER MATTERS | 74 | | Attending the Annual Meeting | 74 | | Shareholder Proposals and Director Nominations for Inclusion in Next Year’s Proxy Statement Pursuant to Rule 14a-8 | 74 | | Shareholder Proposals and Director Nominations other than Pursuant to Rule 14a-8 | 74 | | Universal Proxy Rules for Director Nominations | 74 | | Interested Persons and Shareholder Communications to the Board of Directors | 75 | | “Householding” of Proxy Materials | 75 | | General Information | 75 | | ANNEX A – DOMINO’S PIZZA, INC. EXECUTIVE OFFICERS AND DIRECTORS | A-1 |

  2. Director Nominees

    Director Nominees This table provides summary information about each director nominee. Each director stands for annual election to a one-year term. Our director elections are subject to our Majority Voting Policy.

  3. Director Nominees

    | Nominee | Age | Director Since | Current Principal Occupation | Current Committee Memberships* | | | | Current Public Company Boards Other Than Domino’s | | | | | | A | C | I&D | NCG | | | David A. Brandon | 70 | 1999 | Executive Chairman of Domino’s Pizza, Inc. | | | | | DTE Energy Co. MillerKnoll, Inc. | | C. Andrew Ballard | 50 | 2015 | CEO and Founder of Wiser Solutions, Inc. and Founder and Managing Partner of Figtree Partners | | ● | Chair | | Etsy, Inc. | | Andrew B. Balson | 56 | 1999 | Managing Partner of Cove Hill Partners | | Chair | | | | | Corie S. Barry | 47 | 2018 | CEO of Best Buy Co., Inc. | ● | | ● | | Best Buy Co., Inc. | | Diana F. Cantor | 65 | 2005 | Partner with Alternative Investment Management, LLC | Chair | | | | Universal Corporation VICI Properties Inc. | | Richard L. Federico | 68 | 2011 | Former CEO and Chairman of P.F. Chang’s China Bistro Inc. | | ● | | ● | RPT Realty Tastemaker Acquisition Corp. | | James A. Goldman | 64 | 2010 | Former President and CEO of Godiva Chocolatier, Inc. | ● | | | Chair | Abercrombie & Fitch Co. | | Patricia E. Lopez | 61 | 2018 | Former CEO of High Ridge Brands Co. | | | ● | ● | Acreage Holdings Aramark Express, Inc. | | Russell J. Weiner | 54 | 2022 | CEO of Domino’s Pizza, Inc. | | | | | The Clorox Company |

  4. Director Nominees

    *A = Audit Committee / C = Compensation Committee / I&D = Inclusion & Diversity Committee / NCG = Nominating and Corporate Governance Committee Our Committee memberships will change effective in April 2023 as described in “Corporate Governance and Director Information” in accordance with the normal rotation of committee members prescribed by our Corporate Governance Principles.

  5. Director Nominees

    | Proxy Summary (continued) | |

  6. Nominees for Election to One-Year Terms Expiring at the 2024 Annual Meeting of Shareholders

    Nominees for Election to One-Year Terms Expiring at the 2024 Annual Meeting of Shareholders Set forth below are the name, age, principal occupation and/or business experience and qualifications of each nominee for election as a director. All of the nominees are current members of the Board. The Nominating and Corporate Governance Committee believes that each of the nominees possesses the necessary professional experience and qualifications to contribute to the success of the Company. Information with respect to the business experience and other publicly-traded company boards on which the nominees serve, or served in the past five years, as a director is set forth below. The number of shares of Domino’s Pizza, Inc. common stock beneficially owned by each director nominee appears later in this Proxy Statement.

  7. Nominees for Election to One-Year Terms Expiring at the 2024 Annual Meeting of Shareholders

    | Our Board of Directors Unanimously Recommends a Vote FOR Each of the Nominees Listed Below | ✓ |

  8. Nominees for Election to One-Year Terms Expiring at the 2024 Annual Meeting of Shareholders

    | David A. Brandon Executive Chairman Director since: 1999 Age: 70 Current Committees: None | David A. Brandon has served as Chairman of Domino’s Board of Directors since March 1999 and as Executive Chairman since April 2022. Mr. Brandon also served as Domino’s Chief Executive Officer from March 1999 to March 2010 and as Special Advisor from March 2010 to January 2011. In addition to his position at Domino’s, Mr. Brandon currently serves as Executive Advisor to KKR & Co., Inc., one of the world’s largest private equity firms. He previously served as Chief Executive Officer of Toys “R” Us, Inc., formerly the world’s largest specialty retailer of toy and baby products, from July 2015 to December 2018. He was the Director of Athletics at the University of Michigan from March 2010 to October 2014. Prior to joining Domino’s, Mr. Brandon was President and CEO of Valassis, Inc., a company in the sales promotion and coupon industries, from 1989 to 1998 and Chairman of the Board of Directors of Valassis, Inc. from 1997 to 1998. In addition to serving on the Board of Directors of Domino’s, Mr. Brandon also serves on the Boards of Directors of DTE Energy Co. and MillerKnoll, Inc., as well as several private companies and non-profit organizations. He previously served on the Boards of Directors of Toys “R” Us, Inc., Burger King Corporation, Kaydon Corporation, Northwest Airlines and The TJX Companies, Inc. | | | Qualifications: Mr. Brandon served as the Company’s Chief Executive Officer for eleven years and has served as Chairman of the Board since 1999 and as Executive Chairman since 2022. He thereby possesses a deep understanding of the Company’s operations, market development objectives, strategic planning and other internal business aspects of the Company. Mr. Brandon brings to the Board extensive executive experience in marketing and sales. His service on the Boards of Directors of several other companies, including retailers, also makes him qualified for service as a director of the Company. | | C. Andrew Ballard Presiding Director (Lead Independent Director) Director since: 2015 Age: 50 Current Committees: Inclusion & Diversity (Chair) Compensation | C. Andrew Ballard currently serves as the Chief Executive Officer and Founder of Wiser Solutions, Inc., a software and data company, a position he has held since December 2012. Mr. Ballard is also Founder of Figtree Partners, an investment firm focused on software and technology, and has served as its Managing Partner since November 2012. He was previously a Senior Advisor at the private equity firm Hellman & Friedman LLC from 2012 to 2019, where he also served as Managing Director from 2006 to 2012 and as a Director from 2004 to 2006. Prior to joining Hellman & Friedman in 2003, Mr. Ballard worked at Bain Capital, LLC in San Francisco and Boston, as well as Bain & Company, Inc. from 1994 to 2002. Mr. Ballard has served on Domino’s Board of Directors since July 2015 and has served as Presiding Director since May 2022. Mr. Ballard serves as the Chairperson of the Inclusion & Diversity Committee and is a member of the Compensation Committee of the Board of Directors. In addition to serving on Domino’s Board of Directors, Mr. Ballard serves on the Boards of Etsy, Inc., Datacor, Inc. and Zignal Labs, and has held previous board roles at Activant Solutions Inc., Catalina Marketing Corporation, DoubleClick Inc., Getty Images, Inc., Internet Brands, Inc. and Vertafore, Inc. Mr. Ballard was the Chair of the Board of Trustees and Chair of the Investment Committee of the San Francisco Foundation. | | | Qualifications: Mr. Ballard brings to the Board strategic business and acquisition experience, as well as overall business acumen through his experience at Hellman & Friedman and Bain Capital. Mr. Ballard also provides valuable technology and digital knowledge, making him qualified for service as a director of the Company. |

  9. Nominees for Election to One-Year Terms Expiring at the 2024 Annual Meeting of Shareholders

    | Proposal One: Election of Directors (continued) | |

  10. Nominees for Election to One-Year Terms Expiring at the 2024 Annual Meeting of Shareholders

    | Andrew B. Balson Independent Director Director since: 1999 Age: 56 Current Committees: Compensation (Chair) | Andrew B. Balson is currently the Managing Partner of Cove Hill Partners, L.P., a firm formed to make private equity investments. Previously, Mr. Balson was the Chief Executive Officer of Match Beyond, an innovative college completion program that helps low-income young adults attain college degrees and prepare for the workforce, a position he held from January 2015 to June 2016. Prior to becoming the Chief Executive Officer of Match Beyond, Mr. Balson was a Managing Director at Bain Capital, LLC, a global investment company, from 2001 to 2013. Mr. Balson became a Principal of Bain Capital in January 1998. Mr. Balson has served on Domino’s Board of Directors since March 1999 and serves as the Chairperson of the Compensation Committee of the Board of Directors. Mr. Balson’s service as the Chairperson of the Compensation Committee will end in April 2023 in accordance with the normal rotation of committee members prescribed by our Corporate Governance Principles. Mr. Balson will remain a member of the Compensation Committee following this rotation in April 2023 and will serve as a member of the Nominating and Corporate Governance Committee. Mr. Balson previously served on the Boards of Directors of Bloomin’ Brands, Inc., FleetCor Technologies, Inc., Dunkin’ Brands, Inc., Skylark Co., Ltd., BELLSYSTEM24, Inc., Burger King Corporation and Bright Horizons Family Solutions, Inc., as well as numerous private companies. | | | Qualifications: Mr. Balson brings to the Board strategic acquisition experience, a high level of financial literacy and overall business acumen through his executive experience at Bain Capital, LLC and Cove Hill Partners, L.P. His public and private company directorship experience and his familiarity with the Company and other restaurant companies, as well as his extended tenure on our Board, make him qualified for service as a director of the Company. | | Corie S. Barry Independent Director Director since: 2018 Age: 47 Current Committees: Audit Inclusion & Diversity | Corie S. Barry currently serves as Chief Executive Officer and as a member of the Board of Directors of Best Buy Co., Inc., a specialty retailer of consumer electronics, personal computers, entertainment software and appliances, roles held since June 2019. Prior to becoming CEO, Ms. Barry served as Best Buy’s Senior Executive Vice President and Chief Financial and Strategic Transformation Officer from June 2016 to June 2019, Chief Strategic Growth Officer from October 2015 to June 2016, Interim President of Geek Squad Services from March 2015 to May 2016, Senior Vice President of Domestic Finance from May 2013 to October 2015 and in a variety of financial and operational roles, both in the field and at the corporate campus, since joining Best Buy in 1999. Prior to Best Buy, Ms. Barry worked at Deloitte Touche Tohmatsu Limited from 1997 to 1999. Ms. Barry has served on Domino’s Board of Directors since July 2018 and is a member of the Audit Committee and the Inclusion & Diversity Committee of the Board of Directors. Ms. Barry’s service on these two committees will end in April 2023 at which time she will become the Chairperson of the Compensation Committee in accordance with the normal rotation of committee members prescribed by our Corporate Governance Principles. | | | Qualifications: Ms. Barry brings to the Board experience leading a public company, vast financial expertise, retail operations and strategic growth know-how and overall business acumen, making her qualified for service as a director of the Company. |

  11. Nominees for Election to One-Year Terms Expiring at the 2024 Annual Meeting of Shareholders

    | Proposal One: Election of Directors (continued) | |

  12. Nominees for Election to One-Year Terms Expiring at the 2024 Annual Meeting of Shareholders

    | Diana F. Cantor Independent Director Director since: 2005 Age: 65 Current Committees: Audit (Chair) | Diana F. Cantor is currently a Partner at Alternative Investment Management, LLC, a position she has held since January 2010, and is past Chairman of the Virginia Retirement System, where she served as a Trustee and a member of the Audit and Compliance Committee from 2010 to 2020. She also serves as a Senior Adviser with AKF Consulting Group, focusing on the areas of governance, fiduciary duties and oversight of state-run investment programs. Ms. Cantor has served on Domino’s Board of Directors since October 2005 and serves as the Chairperson of the Audit Committee of the Board of Directors. Ms. Cantor’s service as the Chairperson of the Audit Committee will end in April 2023 at which time she will become a member of the Inclusion & Diversity Committee and a member of the Nominating and Corporate Governance Committee in accordance with the normal rotation of committee members prescribed by our Corporate Governance Principles. In addition to serving on Domino’s Board of Directors, Ms. Cantor serves on the public company Boards of Universal Corporation (Chairman of the Nominating and Corporate Governance Committee, member of the Compensation Committee and the Finance and Pension Investment Committee) and VICI Properties Inc. (Chair of the Audit Committee, member of the Nominating and Corporate Governance Committee), and the private company Boards of Mauser Packaging Solutions and SCP Retirement Services. She previously served on the Boards of Directors of Adore Me, Media General, Inc., Revlon, Inc., The Edelman Financial Group Inc., Vistage International, Inc., Knowledge Universe Education LLC, Edelman Financial Services, LLC and Service King Body and Paint LLC. | | | Qualifications: Ms. Cantor possesses extensive financial skills and brings to the Board an important financial perspective. Ms. Cantor also provides valuable consumer product and marketing knowledge, as well as significant public company directorship experience, making her qualified for service as a director of the Company. | | Richard L. Federico Independent Director Director since: 2011 Age: 68 Current Committees: Compensation Nominating and Corporate Governance | Richard L. Federico served as Non-Executive Chairman of P.F. Chang’s China Bistro, Inc. based in Scottsdale, AZ, from February 2016 until its acquisition in March 2019. Mr. Federico previously served as Executive Chairman of P.F. Chang’s from March 2015 to February 2016 and as Chief Executive Officer or Co-Chief Executive Officer from September 1997 to March 2015. Mr. Federico joined P.F. Chang’s as President in 1996, when he also began his service on its Board of Directors. Mr. Federico started his career in the restaurant industry as a Manager at Steak & Ale, and later at Orville Beans and Bennigan’s restaurants. He went on to develop Grady’s Goodtimes, serving as Co-Founder/Partner and Vice President of Operations until Brinker International, Inc. acquired Grady’s in 1989. Upon joining Brinker International, Mr. Federico served as Senior Vice President and concept head for Macaroni Grill before being promoted to President of the Italian Concept division. As President, he directed operations and development for Macaroni Grill and Spageddies. Mr. Federico has served on Domino’s Board of Directors since February 2011 and is a member of the Compensation Committee and the Nominating and Corporate Governance Committee of the Board of Directors. Mr. Federico’s service on these two committees will end in April 2023 at which time he will become the Chairperson of the Audit Committee in accordance with the normal rotation of committee members prescribed by our Corporate Governance Principles. In addition to serving on Domino’s Board of Directors, Mr. Federico currently serves on the Boards of Directors of RPT Realty and Tastemaker Acquisition Corp. He also currently serves on the Boards of Directors of Prime Steak Concepts, The Melt and Boqueria, all privately-held restaurant concepts. Mr. Federico previously served as Chairman of the Board of Directors of Jamba, Inc. He is a Founding Director of Chances for Children. | | | Qualifications: Mr. Federico brings to the Board experience in leading a successful publicly-traded restaurant concept, overall business and financial acumen and public company directorship experience, making him qualified for service as a director of the Company. |

  13. Nominees for Election to One-Year Terms Expiring at the 2024 Annual Meeting of Shareholders

    | Proposal One: Election of Directors (continued) | |

  14. Nominees for Election to One-Year Terms Expiring at the 2024 Annual Meeting of Shareholders

    | James A. Goldman Independent Director Director since: 2010 Age: 64 Current Committees: Nominating and Corporate Governance (Chair) Audit | James A. Goldman is currently a Senior Advisor at Eurazeo SE, a global investment firm listed on the Paris Stock Exchange, and serves on the Boards of Directors of several of its portfolio companies: Q Mixers, a leading premium carbonated mixer brand, Waterloo Sparkling Water Corp., a carbonated beverage company, and Dewey’s Bakery, a premium baked goods company. Mr. Goldman served as President and Chief Executive Officer and as a member of the Board of Directors of Godiva Chocolatier, Inc. from 2004 to 2014. Mr. Goldman was President of the Food and Beverage Division at Campbell Soup Company from 2001 to 2004 and served in various executive positions at Nabisco, Inc. from 1992 to 2000. Prior to his work at Nabisco, Mr. Goldman was a senior consulting associate at McKinsey & Company, Inc. Mr. Goldman has served on Domino’s Board of Directors since March 2010, serves as Chairperson of the Nominating and Corporate Governance Committee and serves on the Audit Committee of the Board of Directors. Mr. Goldman’s service as the Chairperson of the Nominating and Corporate Governance Committee will end in April 2023 at which time he will become a member of the Inclusion & Diversity Committee, in addition to his continuing service as a member of the Audit Committee, in accordance with the normal rotation of committee members prescribed by our Corporate Governance Principles. In addition to serving on Domino’s Board of Directors, Mr. Goldman serves on the Board of Directors of Abercrombie & Fitch Co., where he is a member of the Compensation Committee and Nominating and Corporate Governance Committee. Mr. Goldman previously served on the Board of Directors of The Children’s Place, Inc. He also served on the Board of Trustees and Executive Committee of Save the Children in Fairfield, CT, the Executive Board of the International Tennis Hall of Fame, and the Board of Trustees at the YMCA Camps Becket and Chimney Corners in Becket, MA. | | | Qualifications: Mr. Goldman brings to the Board experience in leading successful retail and branded consumer companies, including more than 30 years in the global food industry, overall business acumen and public company directorship experience, making him qualified for service as a director of the Company. | | Patricia E. Lopez Independent Director Director since: 2018 Age: 61 Current Committees: Inclusion & Diversity Nominating and Corporate Governance | Patricia E. Lopez most recently served as Chief Executive Officer and as a member of the Board of Directors of High Ridge Brands Co. from July 2017 to March 2020. Ms. Lopez served as a Senior Vice President at Estée Lauder Companies Inc. from January 2015 to July 2016, a Senior Vice President at Avon Products, Inc. from December 2012 to November 2014 and previously held various positions at The Procter & Gamble Co. for 25 years, most recently serving as a Vice President and General Manager overseeing its Eastern Europe business. Ms. Lopez has served on Domino’s Board of Directors since July 2018 and is a member of the Inclusion & Diversity Committee and the Nominating and Corporate Governance Committee of the Board of Directors. Ms. Lopez’s service on the Inclusion & Diversity Committee will end in April 2023 at which time she will become the Chairperson of the Nominating and Corporate Governance Committee and a member of the Audit Committee in accordance with the normal rotation of committee members prescribed by our Corporate Governance Principles. Ms. Lopez also serves on the Boards of Directors of Acreage Holdings, Aramark and Express, Inc. | | | Qualifications: Ms. Lopez brings to the Board tremendous global business leadership, brand marketing and operations experience, as well as directorship experience and overall business acumen, making her qualified for service as a director of the Company. |

  15. Nominees for Election to One-Year Terms Expiring at the 2024 Annual Meeting of Shareholders

    | Proposal One: Election of Directors (continued) | |

  16. Nominees for Election to One-Year Terms Expiring at the 2024 Annual Meeting of Shareholders

    | Russell J. Weiner Chief Executive Officer Director since: 2022 Age: 54 Current Committees: None | Russell J. Weiner has served as Domino’s Chief Executive Officer since May 2022. Prior to becoming CEO, Mr. Weiner served as Chief Operating Officer and President – Domino’s U.S. from July 2020 to April 2022, Chief Operating Officer and President of the Americas from July 2018 to July 2020, President, Domino’s USA from October 2014 to July 2018, and joined Domino’s as Executive Vice President and Chief Marketing Officer in September 2008. Prior to joining Domino’s, Mr. Weiner held various marketing positions at PepsiCo, Inc. from 1998 to 2008, most recently serving as Vice President of Marketing, Colas for Pepsi-Cola North America. Mr. Weiner has served on Domino’s Board of Directors since April 2022, when he was elected in conjunction with his appointment as Chief Executive Officer effective May 2022. Mr. Weiner also serves on the Board of Directors of The Clorox Company. | | | Qualifications: Mr. Weiner’s many years of executive leadership experience with the Company, including as its Chief Executive Officer, and in the restaurant and food and beverage industries generally, provides him with a deep knowledge of brand building, marketing, operations and consumer insights. In addition, his experience in digital innovation enables him to help the Company maintain its leadership position in digital technology within the restaurant industry, making him qualified for service as a director of the Company. |

  17. Nominees for Election to One-Year Terms Expiring at the 2024 Annual Meeting of Shareholders

    | Corporate Governance and Director Information | |

  18. Compensation Program Overview

    Compensation Program Overview The Compensation Committee is responsible for determining the compensation of our executive officers and administering the cash incentive and equity-based plans in which our executive officers, directors and other eligible employees participate. The goal of the Company’s executive compensation program is to attract, motivate and retain talented and high-performing individuals to help us attain our business goals and objectives. We are committed to achieving long-term, sustainable growth and increasing shareholder value. Our compensation program for our named executive officers is designed to be aligned with and to enhance these commitments, as well as to encourage retention and to encourage and reward strong financial performance on both an annual and long-term basis. The Compensation Committee uses total direct compensation as the primary measure of compensation for our named executive officers. The principal elements of total direct compensation for our CEO and our other named executive officers are: (i) annual base salary, (ii) annual performance cash incentives under the AIP and (iii) long-term incentive compensation consisting of PSUs, RSUs and stock options granted under the EIP.

  19. 2022 Principal Elements of Total Direct Compensation

    | Base Salary | + | Annual Performance Incentive (cash award under the AIP) | + | Long-term Incentive Compensation (performance-based restricted stock units, time-vesting restricted stock units and stock options under the EIP) | = | TOTAL DIRECT COMPENSATION |

  20. 2022 Principal Elements of Total Direct Compensation

    | • | No tax gross-ups on change in control-related payments; |

  21. 2022 Principal Elements of Total Direct Compensation

    | • | A cap on maximum annual performance incentives; |

  22. 2022 Principal Elements of Total Direct Compensation

    | • | A clawback policy covering performance-based cash and equity compensation; |

  23. 2022 Principal Elements of Total Direct Compensation

    | • | No dividends are paid on unvested RSUs and PSUs; dividend equivalents in the form of cash are only payable to the extent the RSUs and PSUs ultimately vest. |

  24. Compensation Philosophy and Process

    Compensation Philosophy and Process Compensation Committee Philosophy. The Compensation Committee determines the target total direct compensation levels, the components thereof and relative weightings of each component for each of our named executive officers. The Compensation Committee generally targets the median of the applicable benchmark (i.e., peer group and broader retail/wholesale and general industry surveys, as described below) when setting target total direct compensation levels for our CEO and other named executive officers, but also takes into account other factors as described below. Executive-specific considerations, actual performance related to the applicable AIP and long-term incentive compensation metrics and stock price performance can result in our named executive officers’ actual total direct compensation being above or below the median in any given year. Our use of peer group benchmarking and other data in making compensation decisions is described below. Compensation Setting Process. In order to evaluate and maintain the effectiveness of the Company’s current executive compensation program, the Compensation Committee annually reviews the reasonableness of executive compensation levels using an independent compensation consultant, as well as public information about compensation levels at comparable companies within the Company’s peer group (described below) and evaluates such levels in light of individual performance as well as the Company’s growth and profitability. In 2022, the Compensation Committee used Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant. In making compensation decisions, the Compensation Committee reviews the nature and scope of each named executive officer’s responsibilities, as well as the named executive officer’s effectiveness in supporting the Company’s short- and long-term goals. The Compensation Committee attempts to set annual base salary, annual performance incentives, long-term incentive compensation and other compensation and benefits at levels that it believes will attract, motivate and retain superior executive talent in a highly competitive environment.

  25. Compensation Philosophy and Process

    In December 2021, the Compensation Committee conducted a review of the target total direct compensation of our named executive officers for 2022 using data provided by Meridian, as described below. This review was ultimately reassessed and updated in February 2022 in connection with the leadership changes discussed above in “ —Executive Summary—Leadership Succession and Appointments.” As noted previously, the Compensation Committee places more emphasis on the performance-based components of total direct compensation for our CEO, CFO and President than for our other named executive officers. Mr. Weiner’s target pay mix for fiscal 2022 following his promotion was allocated as follows: 12.5% annual base salary, 25% annual performance incentive and 62.5% long-term incentive compensation; Mr. Reddy’s target pay mix (excluding one-time awards made at the time of his hire) for fiscal 2022 was allocated as follows: 22% annual base salary, 22% annual performance incentive and 56% long-term incentive compensation; and Mr. Jordan’s target pay mix for fiscal 2022 following his promotion was allocated as follows: 20% annual base salary, 30% annual performance incentive and 50% long-term incentive compensation.

  26. Compensation Philosophy and Process

    | * Based on the grant date fair value of long-term incentive compensation and assuming target performance for annual performance incentives and PSUs. Totals for our CFO exclude one-time awards made at the time of our CFO’s hire. Totals may not sum to 100% due to rounding. |

  27. Compensation Philosophy and Process

    | * Based on the grant date fair value of long-term incentive compensation and assuming target performance for annual performance incentives and PSUs. Totals may not sum to 100% due to rounding. |

  28. Compensation Philosophy and Process

    Consideration of Say-On-Pay Vote and Shareholder Feedback. In evaluating the Company’s executive compensation program, the Compensation Committee also considered the results of the advisory vote on the say-on-pay proposal presented at the Company’s 2022 annual meeting of shareholders. At the 2022 annual meeting, more than 92% of shares voted were in support of the compensation provided to our named executive officers. While shareholder support of our executive compensation program, as reflected in the results of the annual advisory say-on-pay shareholder vote, has been very strong in recent years, the Compensation Committee recently conducted an extensive review of our long-term incentive compensation program with guidance from Meridian. A key focus of the review was an evaluation of ways to enhance the alignment of our compensation program with long-term and sustainable shareholder value creation, while continuing to offer compensation programs that attract and retain a strong leadership team necessary to attain the Company’s business goals and objectives and also reflect market “best practices.” Following that review, in 2021 we transitioned from our existing long-term incentive compensation program, which was comprised of performance shares and stock options, to a program comprised of PSUs, RSUs and stock options. The Compensation Committee believes these changes to our long-term incentive compensation program have further improved the alignment between executive compensation and the interests of shareholders and believes that the use of RSUs, PSUs and stock options that vest over a multi-year period focuses executives on the Company’s long-term interests without leading to imprudent risk-taking. In addition to considering the results of the 2022 say-on-pay vote as described above, the Company regularly engages in discussions with certain major shareholders to solicit their feedback regarding our executive compensation program, including as part of our regular shareholder outreach efforts described further in “Corporate Governance and Director Information—Shareholder Engagement.” The Company has made changes to our executive compensation program in prior years based upon feedback from this shareholder outreach and plans to continue these shareholder engagement efforts in future years. Discussions with these shareholders in 2022 did not indicate any significant issues with our current executive compensation program, as updated to include the changes to the long-term incentive component of this program as described above. Role of the Compensation Consultant. The Compensation Committee has the authority under its charter to engage the services of outside consultants, advisors and others to assist the Compensation Committee and also to discontinue such services in its sole discretion. In accordance with this authority, the Compensation Committee engaged Meridian as an independent compensation consultant beginning in fiscal 2019 to advise on matters related to executive and director compensation. In addition to attending the three Compensation Committee meetings held in 2022, in December 2021 Meridian provided its analysis of competitive executive pay practices (the “Meridian Analysis”) that the Compensation Committee initially used in evaluating and determining our named executive officers’ target total direct compensation, and the components and relative weightings thereof, for fiscal 2022. The Meridian Analysis was ultimately reassessed and updated in February 2022 in connection with the leadership changes discussed above in “ —Executive Summary—Leadership Succession and Appointments.” Meridian was available to advise the Compensation Committee with respect to various executive and director-related compensation matters throughout the year. The Compensation Committee assessed the independence of Meridian pursuant to Item 407(e)(3)(iv) of Regulation S-K and concluded that no conflict of interest existed with Meridian during its engagement that would prevent Meridian from independently advising the Compensation Committee. The Compensation Committee has continued to retain and use Meridian in fiscal 2023.

  29. Compensation Philosophy and Process

    Benchmarking and Peer Group. The Compensation Committee evaluates executive compensation by measuring the target total direct compensation of our named executive officers against benchmarks consisting of the Company’s peer group described below and of other comparable companies (through the use of benchmark data). It conducts an annual review of executive compensation by analyzing peer group pay data and applicable benchmark data, including the Meridian Analysis (as previously described), which include relevant retail/wholesale and general industry compensation market data. The Compensation Committee generally uses a composite of this peer group and market survey and other data to determine market compensation levels, which it then considers when establishing target levels of total direct compensation for the named executive officers and the components and relative weightings of such compensation. When making compensation decisions, the Compensation Committee is informed by the experiences of its members and also takes into account individual compensation recommendations from our CEO, with respect to the other named executive officers, and the Executive Chairman of the Board and the Chairperson of the Compensation Committee with respect to our CEO, and, among other things, individual performance of the executive, scope of job responsibilities, leadership and years of experience, all as further described below. The Compensation Committee generally sets target total direct compensation for our executives to be competitive with the Company’s peer group and other market data, taking into account the Company’s scale and level of performance. For 2022, the Compensation Committee considered the industry survey data in the Meridian Analysis and targeted the annual base salary and total direct compensation for Mr. Weiner in connection with his appointment as the Company’s Chief Executive Officer at a level below the relevant market median as described in further detail under “Compensation for Chief Executive Officer” below. The Compensation Committee generally targets the annual base salary and total direct compensation for the other named executive officers, on average, to be within a competitive range around the market median for the upcoming year, again taking into account both the Company and individual-specific factors described above. The Compensation Committee reviews the composition of its peer group annually in July for use in executive compensation decisions for the following year with input from Meridian. The peer group below was used for benchmarking with regard to compensation for 2022.

  30. Compensation Philosophy and Process

    | Peer Group | | | Bloomin’ Brands, Inc. | Papa John’s International, Inc. | | Chipotle Mexican Grill, Inc. | Restaurant Brands International Inc. | | Darden Restaurants, Inc. | Royal Caribbean International | | Expedia Group, Inc. | Texas Roadhouse, Inc. | | Hilton Worldwide Holdings Inc. | Wayfair Inc. | | Hyatt Hotels Corporation | The Wendy’s Company | | InterContinental Hotels Group | Wyndham Hotels & Resorts, Inc. | | Norwegian Cruise Line Holdings Ltd. | Yum! Brands, Inc. |

  31. Compensation Philosophy and Process

    The following criteria were considered in determining the members of the Company’s 2022 peer group: publicly-traded retail or hospitality industry companies of comparable scale and scope and relative size, taking into account revenue, market capitalization and level of international operations, along with complexity of business (including franchise model) and a similar recruiting pool for executives. In determining the 2022 peer group, the Compensation Committee removed each of Dunkin Brands Group, Inc. and GrubHub Inc. due to their respective acquisitions following which neither company remained a standalone publicly-traded company. Role of Executive Officers in Establishing Compensation. The Company’s executive officers have a limited role in the executive compensation process. Our CEO, the Company’s Chief Human Resources Officer and the Chairperson of the Compensation Committee annually review the performance of each named executive officer (other than our CEO) and the Company’s other senior leadership to formulate compensation recommendations for the Compensation Committee. In addition, the Executive Chairman of the Board and the Chairperson of the Compensation Committee review the

  32. Compensation Philosophy and Process

    performance of our CEO to make recommendations to the Compensation Committee regarding our CEO’s compensation. Our CEO abstains from participating in all discussions regarding the CEO’s compensation. The scope of these reviews is to evaluate performance for a given year and make compensation recommendations for that year and the subsequent year, including with respect to base salary adjustments and annual and long-term incentive awards under the AIP and EIP, respectively. The Chairperson of the Compensation Committee typically engages in discussions with the independent compensation consultant prior to presenting compensation recommendations to the full Compensation Committee for approval, which now occurs in February of each year. The Compensation Committee may exercise its discretion to modify any recommended base salary adjustments or annual performance incentive or long-term incentive compensation awards to executives. The Compensation Committee ultimately makes all compensation decisions for our named executive officers, which, for all named executive officers other than the CEO, are then ratified by our Board of Directors. Use of Tally Sheets. In 2022, the Compensation Committee continued its practice of annually reviewing comprehensive tally sheets for each of our named executive officers. These tally sheets are prepared by management and quantify the elements of each named executive officer’s total direct compensation. The tally sheets contain annual cash compensation (base salary and annual performance incentive), other compensation, stock option exercises, equity award vesting events and annual equity award grants under the EIP, and also include the Accounting Standards Codification 718, Compensation—Stock Compensation (“ASC 718”) fair market values for the equity award grants, potential severance payments, and equity award holdings, with the total in-the-money value of such equity awards at the end of the preceding fiscal year. The Compensation Committee uses the tally sheets to get a full picture of the compensation accumulated by each named executive officer to date, including accumulated equity value and potential severance. Equity Award Processes. We anticipate future annual equity awards will be granted to our named executive officers in March of each year to more closely align with the timing of all annual total direct compensation decisions and to have awards granted more closely in time with the beginning of the three-year performance period underlying the PSUs described above. On occasion, in connection with new hires, promotions or certain corporate events, equity awards have been granted at other times throughout the year, including on a regular quarterly basis. The Compensation Committee does not have any plans, practices or policies of timing these equity award grants in coordination with the release of material non-public information and the Company does not have any plans, practices or policies of timing the release of material non-public information with the timing of equity awards. The exercise price of stock options is set at the closing price of the Company’s common stock on the NYSE on the date of the grant.

  33. Components of Total Direct Compensation

    | • | Industry compensation survey and peer group compensation data provided and summarized by its independent compensation consultant; |

  34. Components of Total Direct Compensation

    | • | The executive’s employment agreement with the Company; |

  35. Components of Total Direct Compensation

    | (4) Effective March 21, 2022. For Mr. D’Elia, such increase was in connection with his anticipated promotion to Executive Vice President, International effective May 1, 2022 and for Mr. Garcia, such increase was made to better align his base salary with market given his scope of responsibility (see “Benchmarking and Peer Group” above). |

  36. Components of Total Direct Compensation

    | Executive | 2022 Annual Performance Incentive Target (% of annual base salary)(1) | | | Russell J. Weiner | 200 | %(2) | | Sandeep Reddy | 100 | | | Joseph H. Jordan | 150 | %(3) | | Kelly E. Garcia | 100 | | | Arthur P. D’Elia | 100 | | | Richard E. Allison, Jr. | 200 | |

  37. Components of Total Direct Compensation

    | (1) Reflects the named executive officer’s final 2022 annual performance incentive target. As described below, each named executive officer’s 2022 target annual performance incentive is prorated for applicable changes throughout the year when determining the actual amount of the annual performance incentive payout to the executive. |

  38. Components of Total Direct Compensation

    | (2) Mr. Weiner’s annual performance incentive target increased from 150% of base salary to 200% of base salary on May 1, 2022 in connection with his promotion. |

  39. Components of Total Direct Compensation

    | (3) Mr. Jordan’s annual performance incentive target increased from 100% of base salary to 150% of base salary on May 1, 2022 in connection with his promotion. |

  40. Components of Total Direct Compensation

    The Compensation Committee establishes the performance measures and targets and approves annual performance incentive payouts for the named executive officers based on the extent to which the pre-established performance targets associated with such annual incentives have been achieved. The Compensation Committee approved annual performance incentive awards under the AIP to each of the named executive officers for fiscal 2022 as further described below. The AIP provides the Compensation Committee with flexibility in selecting the plan participants and establishing the performance measures, performance periods and performance targets, including minimum and maximum annual payment thresholds, for annual awards made under it. For fiscal 2022, greater than 90% of the applicable performance target was required to be achieved in order for AIP participants to be eligible to receive an annual performance incentive payout; the maximum annual payout under the AIP was the lesser of (i) 250% of an individual’s annual performance incentive target and (ii) $5,000,000 per participant, the maximum annual payment amount under the AIP. In December 2021, the Compensation Committee selected the participants and established the annual performance measure and target incentive amounts under the AIP for the 2022 fiscal year. Mr. Reddy’s target incentive amount under the AIP for

  41. Components of Total Direct Compensation

    the 2022 fiscal year was determined by the Compensation Committee in connection with his appointment as the Company’s Executive Vice President and Chief Financial Officer, effective as of April 1, 2022, after reviewing the peer group and benchmark data described above. For annual performance incentives granted with respect to fiscal 2022, the performance measure, as applied to all of the named executive officers, was Segment Income as defined by the Company under Accounting Standards Codification 280, Segment Reporting (“ASC 280”), with certain adjustments (referred to as “adjusted total segment income”), measured over the full 2022 fiscal year. Such adjustments include (i) impacts from severances, reductions in workforce, criminal acts, foreign currency fluctuations, legal matters, dispositions or acquisitions of Company-owned stores or other facilities, discontinuation of lines of business, changes to the accounting classification of leases, health insurance changes, changes in governmental regulations, certain labor activities and natural disasters, to the extent the net amounts differ from budgeted amounts by more than a specified threshold and (ii) the net incremental impact of the recognition of U.S. Company-owned store advertising expenses as compared to contributions to the Domino’s National Advertising Fund Inc. The Compensation Committee believes that the use of adjusted total segment income is appropriate because it is a reliable barometer for the overall success of the Company and it is a primary measure used by management to internally evaluate operating performance, to determine future business objectives and targets and for long-range planning for the Company. The annual performance measure is aligned with and utilizes the same adjusted total segment income target as the initial year in the three-year performance period for the PSUs granted in fiscal 2022, though actual achievement may differ as a result of applicable adjustments being made over a one-year versus three-year period as well as the Company’s actual performance over this longer period. For fiscal 2022, as noted above, a named executive officer was not entitled to an annual performance incentive payout under the AIP unless Company performance exceeded 90% of the performance target (the “performance threshold”). If performance exceeded the performance threshold, the executive officer would receive 1% of their annual performance incentive target for every incremental 0.1% in excess of the performance threshold achieved by the Company, up to the maximum annual payment amount described above. For illustrative purposes, assume a named executive officer had an annual base salary of $500,000 and was eligible for an annual performance incentive target of 100% of their annual base salary. Further assume that the Company had an annual performance target of $10,000,000. The Compensation Committee determined the following:

  42. Components of Total Direct Compensation

    | • | If the annual performance result was $10,100,000, or 101.0% achievement of the annual performance target, the Company would pay the named executive officer 110% of their annual performance incentive target, or $550,000. In other words, for 1% outperformance versus target, an additional 10% of target would be awarded. |

  43. Components of Total Direct Compensation

    | • | Conversely, assume the annual performance result was $9,500,000, or 95% achievement of the annual performance target. In this situation, the Company would pay the named executive officer 50% (1% for every 0.1% over the performance threshold) of their annual performance incentive target, or $250,000. |

  44. Components of Total Direct Compensation

    | • | Finally, assume the annual performance result was $9,000,000, or 90% achievement of the annual performance target. Given the performance threshold, the Company would pay the named executive officer 0% of their annual performance incentive target, or $0. |

  45. Components of Total Direct Compensation

    | Fiscal Year | Annual Performance Target Percentage Increase From Prior Year Performance Target | Annual Performance Target Percentage Increase From Prior Year Actual Results | | Annual Performance Incentive Payout | | 2019(1) | 8.6% | 7.2 | | 127.9% | | 2020(1) | 12.2% | 9.2 | | 152.9% | | 2021(1) | 10.3% | 4.7 | %(2) | 138.5% | | 2022(1) | 9.5% | 5.5 | | 49.8% |

  46. Components of Total Direct Compensation

    | (2) When excluding the impact of the 53rd week in 2020, the 2021 annual performance target reflected a 7.6% increase from 2020 actual results. |

  47. Components of Total Direct Compensation

    | | 2022 Target Annual Performance Incentive | | Plan Achievement | 2022 Actual Payout | | | Executive | % of Salary(1) | Dollar Value(2) | % | % | Dollar Value | | Russell J. Weiner | 200% | $1,608,173 | 94.98% | 49.8% | $800,870 | | Sandeep Reddy(3) | 100% | $675,000 | 94.98% | 49.8% | $336,150 | | Joseph H. Jordan | 150% | $802,747 | 94.98% | 49.8% | $399,768 | | Kelly E. Garcia | 100% | $500,000 | 94.98% | 49.8% | $249,000 | | Arthur P. D’Elia | 100% | $500,000 | 94.98% | 49.8% | $249,000 | | Richard E. Allison, Jr. | 200% | $960,962 | 94.98% | 49.8% | $478,559 |

  48. Components of Total Direct Compensation

    | (1) Represents each named executive officer’s final 2022 target annual performance incentive; certain executives’ target annual performance incentives were modified during fiscal 2022 as described under “—Annual Performance Incentives” and the amount of the incentive earned is based on their target annual incentive pre- and post-modification (based on the period such incentive targets were in effect during the fiscal year). |

  49. Components of Total Direct Compensation

    | (2) Represents each named executive officer’s prorated 2022 target annual performance incentive multiplied by such named executive officer’s final 2022 salary. For Mr. Allison, such dollar value is equal to the portion of the annual performance incentive that would have otherwise been payable to him for fiscal year 2022 under the AIP prorated for the date of his retirement from the Company (July 15, 2022). |

  50. Components of Total Direct Compensation

    | (3) In accordance with Mr. Reddy’s employment agreement with the Company effective as of April 1, 2022, Mr. Reddy’s annual performance incentive was not prorated in 2022 for his April 1, 2022 commencement of employment. |

  51. Components of Total Direct Compensation

    Long-term Incentive Compensation. The Compensation Committee believes that an equity component of executive compensation and participation in the Company’s long-term incentive compensation program accomplishes the objective of linking each named executive officer’s opportunity for financial gain to Company performance and serves to align our named executive officers’ interests with the interests of our shareholders, thereby creating value for those shareholders as reflected by the market price of the Company’s common stock. To that end, the Company maintains the EIP, a long-term equity-based incentive compensation program. The Compensation Committee believes that the use of stock options, RSUs and PSUs that vest over a multi-year period focuses executives on the Company’s long-term interests without leading to imprudent risk-taking and demonstrates our continued commitment to paying for performance. In addition, we believe time-vesting RSUs and time-vesting and performance-based PSUs represent an efficient method of delivering long-term stock compensation with a value that is directly tied to Company operational and stock price performance. Grants of awards to our CEO and other named executive officers are approved by the Compensation Committee and are ratified by our Board of Directors. In March 2022, our Compensation Committee approved, and our Board of Directors ratified, the following awards under the EIP to our named executive officers excluding our CFO after considering the Company’s internal equity grant guidelines and the Meridian Analysis and after reviewing each named executive officer’s total direct compensation as described in “—Compensation Setting Process” above. In April 2022, in connection with his hire, our Compensation Committee approved, and our Board of Directors ratified, the following awards under the EIP to our CFO after considering the compensation levels paid to similarly situated executive officers at the Company, the median of the composite market data reviewed by the Compensation Committee to provide a perspective on external practices, his experience, input from the Compensation Committee’s independent compensation consultant and the value of equity awards that he forfeited upon leaving his prior employer.

  52. Components of Total Direct Compensation

    | | Time-Vesting Restricted Stock Units (RSUs) | | Performance-Based Restricted Stock Units (PSUs)(1) | | Stock Options | | | Executive | Granted (#) | Grant Value(2) | Granted (#)(3) | Grant Value(4) | Granted (#) | Grant Value(5) | | Russell J. Weiner | 3,710 | $1,458,549 | 3,710 | $1,472,017 | 13,427 | $1,458,441 | | Sandeep Reddy | 7,790(6) | $3,094,032 | 1,063 | $423,148 | 3,689 | $421,985 | | Joseph H. Jordan | 1,908 | $750,111 | 954 | $378,519 | 3,453 | $375,065 | | Kelly E. Garcia | 1,272 | $500,074 | 636 | $252,346 | 2,302 | $250,043 | | Arthur P. D’Elia | 1,272 | $500,074 | 636 | $252,346 | 2,302 | $250,043 | | Richard E. Allison, Jr. | — | — | — | — | — | — |

  53. Components of Total Direct Compensation

    | (1) The grant date fair value of PSUs is reported based on the probable outcome of the performance conditions (target) on the grant date. |

  54. Components of Total Direct Compensation

    | (3) Represents the target number of PSUs. A named executive officer can earn between 0% and 200% of his target award. The number of PSUs earned is then subject to a relative TSR modifier, which operates to, in certain circumstances, increase or decrease the total number of shares earned by 15% based on the Company’s TSR relative to the TSR of the constituents of the S&P 500 Index. |

  55. Components of Total Direct Compensation

    | (4) Reflects the aggregate grant date fair value of the March 10, 2022 PSU awards as determined for financial reporting purposes (based on a grant date fair value of $396.77 using the Monte-Carlo simulation pricing method). For Mr. Reddy, reflects the aggregate grant date fair value of the April 1, 2022 PSU awards as determined for financial reporting purposes (based on a grant date fair value of $398.07 using the Monte-Carlo simulation pricing method). The underlying valuation assumptions for the PSUs are further discussed in Note 9 to our audited financial statements filed with our 2022 10-K. |

  56. Components of Total Direct Compensation

    | (6) The amount for Mr. Reddy reflects (i) 2,125 RSUs granted as part of his annual grant under the EIP and (ii) 5,665 RSUs granted as part of a special, sign-on equity award under the EIP, consisting of an award of RSUs with a grant date value of $2,250,000 that are subject to different vesting terms as discussed in more detail under “—Compensation for Chief Financial Officer” below. |

  57. Components of Total Direct Compensation

    Time-Vesting Restricted Stock Units (RSUs). As discussed above and reflected in the table above, the Compensation Committee continued the use of RSUs as a vehicle for long-term incentive compensation in 2022. RSU awards are full value awards that are subject to time-based vesting conditions. The awards vest ratably over three years in three separate vesting tranches, generally subject to continued employment (with exceptions for certain termination events, such as qualified retirement). The RSUs will convert to unrestricted common stock and be distributed upon vesting of the applicable tranche of the award. The Compensation Committee decided to grant RSUs to encourage retention by providing some value to the named executive officers who remain employed by the Company. The Compensation Committee believes that it is important for retention to have a portion of long-term incentive awards that is not tied to the achievement of performance goals or future stock price appreciation but is still at-risk with the value fluctuating based on changes in stockholder value. The RSUs are also eligible to receive dividend equivalents in cash, which will accumulate and pay out, if at all, if and when the RSUs vest and the underlying shares of common stock are distributed to the named executive officers. The actual value of the shares that are earned, if any, will depend on our stock price at the time the RSUs vest. These awards generally also contain provisions for accelerated vesting upon the retirement of holders who have achieved specified service and age requirements. Long-Term Performance-Based Restricted Stock Units (PSUs). As discussed earlier and reflected in the table above, the Compensation Committee continued the use of PSUs as an additional vehicle for long-term incentive compensation in 2022. These PSUs, which are granted annually at the beginning of a three-year performance period, reinforce our named executive officers’ accountability for the achievement of the Company’s longer-term financial and strategic goals. PSUs are earned based on the achievement of challenging goals at the end of the three-year performance period, consisting of:

  58. Components of Total Direct Compensation

    Cumulative adjusted total segment income is measured as Segment Income as defined by the Company under ASC 280, with certain adjustments substantially similar to those discussed above under “Annual Performance Incentives,” measured over the three-year performance period. While the Company does not typically report an absolute global retail sales figure, the Company uses global retail sales to refer to Domino’s total worldwide retail sales at Company-owned and franchise stores. Cumulative global retail sales, excluding foreign currency impact, is calculated as the Company’s actual cumulative three-year global retail sales translated to United States dollars using the foreign currency exchange rates as provided in the Company’s three-year plan for the three-year period corresponding to the performance period. Cumulative adjusted total segment income and cumulative global retail sales, excluding foreign currency impact, are two of the key drivers of our performance, represent metrics that we believe are valued by our investors, and reflect an approach to long-term incentive measurement that balances profitability and growth. The PSUs are also subject to a relative TSR modifier, which is a relative return metric that can increase or decrease the total number of shares earned by 15% based on the Company’s TSR relative to the TSR of the constituents of the S&P 500 Index. Shares that are earned following the determination of the cumulative adjusted total segment income and

  59. Components of Total Direct Compensation

    cumulative global retail sales, excluding foreign currency impact, metrics will increase by 15% if the Company’s three-year relative TSR rank during the performance period falls at or above the 75th percentile and will decrease by 15% if such relative TSR rank during the performance period falls below the 25th percentile. Performance Metrics

  60. Components of Total Direct Compensation

    | Step 1 | | Step 2 | | Level of Metric Performance (1) | Payout as a Percentage of Target (2) | Relative TSR Modifier | | Below Threshold | 0% | At or above the 75th percentile: Increase by 15% | | Threshold | 50% | | | Target | 100% | Below the 25th percentile: Reduce by 15% | | Maximum | 200% | | | 1 Performance level expressed as a percent of target based on cumulative adjusted total segment income (70%) and cumulative global retail sales, excluding foreign currency impact (30%) at the end of the fiscal 2022-2024 performance period. | | | | 2 Before TSR modifier. Payout levels based on performance for each metric will be measured independently and interpolated on a straight-line basis for performance between threshold and target or between target and maximum. | | |

  61. Components of Total Direct Compensation

    If the PSUs become earned upon satisfaction of the performance metrics described above, they will be delivered in the form of unrestricted common stock following the end of the applicable three-year performance period, generally subject to continued employment through the end of the performance period. The PSUs are eligible to receive dividend equivalents in cash, which will accumulate and pay out, if at all, if and when the PSUs are earned and the underlying shares of common stock are distributed to the named executive officers. The performance period for the 2022 award of PSUs began on January 3, 2022 and ends on December 29, 2024. The specific cumulative adjusted total segment income and cumulative global retail sales, excluding foreign currency impact target values for the PSUs granted in 2022 will be disclosed at the end of the performance period. We believe that the design of our existing PSU program, as compared with the design of our previous performance share awards, has enhanced our pay for performance compensation program by adding a longer-term performance period, multiple performance metrics and increased performance sensitivity. Stock Options. As discussed earlier and reflected in the table above, the Compensation Committee continued its use of stock options as a vehicle for long-term incentive compensation in 2022 with a vesting period of three years that aligns with the performance period of the PSUs and the vesting period of the RSUs. Recipients of stock option grants do not receive a benefit from the stock options unless and until the market price of the Company’s common stock increases above the exercise price, the stock options vest and the recipient exercises such stock options. Options are intended to provide long-term performance-based compensation tied specifically to increases in the price of the Company’s stock, aligning the interests of executives and stockholders. We continued to use stock options because we believe that they encourage employee retention through the use of a time-based vesting schedule and serve to align the interests of our stockholders and those of our named executive officers by only providing value if the price of our common stock increases after the stock options are granted. Vested options are exercisable for a limited period of time after termination of employment. All options awarded under the EIP are granted with an exercise price equal to the closing price of the Company’s common stock on the grant date of the award and have a ten-year term. All stock options granted become fully exercisable upon vesting. These awards also contain provisions for accelerated vesting upon the retirement of holders who have achieved specified service and age requirements. Performance Shares. No performance shares were granted in 2022 after the Compensation Committee discontinued its use of performance shares as a vehicle for long-term incentive compensation in 2021 and instead made the determination to grant PSUs and RSUs. However, performance shares granted in prior years will continue to be included in total compensation for the named executive officers as and to the extent applicable tranches of such performance shares vest. Performance share awards vest ratably over four years in four separate vesting tranches, generally subject to continued employment, and each vesting tranche is subject to a one-year performance-based vesting condition that is established annually by the Compensation Committee. Performance shares vest only if the Company achieves 90% or more of the annual performance target (with no additional performance shares earned for performance above 90% of the annual performance target). For the outstanding performance shares granted in prior years, the measurement of performance established by the Compensation Committee was Segment Income as defined by the Company under ASC 280, with certain adjustments (resulting in the same “adjusted total segment income” used by the Company for annual performance incentives, as described above). If the achievement of adjusted total segment income is less than 90% of the annual performance target, each vesting tranche for that fiscal year is canceled and forfeited for no consideration. The performance share awards do not contain a provision for partial vesting. All unvested performance shares are generally canceled upon termination of employment, subject to certain exceptions. The performance target with respect to the 2021 fiscal year was utilized for all performance shares previously granted with a 2022 vesting tranche; such performance target was achieved at 138.5% of target and as a result all performance shares subject to a 2022 vesting tranche vested in full.

  62. Components of Total Direct Compensation

    Accelerated Vesting. Following a termination of employment, equity awards and other benefits are governed by the terms of those programs, as described under “Executive Compensation Tables – Potential Post-Employment Payments to Named Executive Officers” below.

  63. Compensation for Chief Executive Officer

    Compensation for Chief Executive Officer In February 2022, the Company’s Board of Directors appointed Mr. Weiner to succeed Mr. Allison as CEO, effective May 1, 2022, and to replace Mr. Allison on the Board. Mr. Weiner entered into a new employment agreement with the Company, effective May 1, 2022, under which he would receive (i) an annual base salary of $875,000, (ii) an annual short-term cash incentive award target under the AIP of 200% of his base salary, the actual amount of which is based on the Company’s achievement of applicable performance targets under the AIP, and (iii) a 2022 annual equity award with a target value equal to 500% of his base salary, each as described above under “—Compensation Program Overview.” The Compensation Committee determined the terms of Mr. Weiner’s compensation as CEO with input from Meridian and after reviewing his current compensation arrangements and the compensation of chief executive officers at peer group companies with similar backgrounds and experience. In March 2022, in accordance with the terms of his employment agreement, Mr. Weiner received equity awards granted under the EIP consisting of (i) a PSU award of 3,710 stock units with a three-year performance period, (ii) an RSU award of 3,710 stock units that vest equally over a three-year period in separate tranches and (iii) a stock option award of 13,427 shares that vest equally over a three-year period, has a ten-year term and an exercise price equal to the closing price of the Company’s common stock on the date of grant. The PSUs, RSUs and stock options have the same terms and conditions as those described under “—Long-term Incentive Compensation” above. Mr. Weiner’s employment agreement also grants him an annual allotment of 45 hours of personal use of the Company’s corporate aircraft at no charge to him during the term of the agreement. Mr. Weiner entered into a time-sharing agreement with the Company requiring him to reimburse the Company for personal use over his allotted hours based upon a statutory formula. Mr. Weiner is not provided with a tax gross-up with respect to his personal use of the Company’s corporate aircraft. Based on the Meridian Analysis, Mr. Weiner’s annual base salary in 2022 was below the market median, his 2022 annual performance incentive target was above the market median and his long-term incentive compensation was below the market median, resulting in his total direct compensation being below the market median. The Compensation Committee evaluates Mr. Weiner’s compensation in relation to market data and other factors, including his limited tenure as CEO. While the Compensation Committee generally positions target total direct compensation at the median level of the applicable benchmark, as described above, it believes that Mr. Weiner’s compensation is appropriate in relation to his limited tenure as CEO, experience, scale of the Company and other relevant market data. Further, the Compensation Committee believes Mr. Weiner’s compensation package effectively links shareholder and financial performance to his total direct compensation through the use of long-term incentive compensation awards and cash compensation that is primarily based on Company performance.

  64. Compensation for Former Chief Executive Officer

    with their existing terms, his RSUs and stock options vested in full, the time-vesting condition of his PSUs and performance shares was deemed to be satisfied, and his performance shares will vest, and his PSUs will become earned, when and if the performance vesting conditions with respect to each vesting tranche have been satisfied. In accordance with the terms of his employment agreement, Mr. Allison’s performance incentive payout under the AIP was prorated for fiscal 2022 based on his mid-year retirement, as shown under “2022 Actual Payout” in the “Annual Performance Incentives” section above. In connection with his retirement, the Compensation Committee also approved the health benefits described under “Potential Post-Employment Payments to Named Executive Officers.” Mr. Allison did not receive any cash severance benefits in connection with his retirement.

  65. Compensation for Chief Financial Officer

    Compensation for Chief Financial Officer On March 1, 2022, the Company announced that it had appointed Mr. Reddy as the Company’s Executive Vice President and Chief Financial Officer, effective as of April 1, 2022. Mr. Reddy entered into an employment agreement with the Company, effective April 1, 2022, under which he would receive (i) an annual base salary of $675,000, (ii) an annual short-term cash incentive award target under the AIP of 100% of his base salary with full-year payout for 2022, the actual amount of which is based on the Company’s achievement of applicable performance targets under the AIP, and (iii) a 2022 annual equity award with a target value equal to 250% of his base salary, each as described above under “—Compensation Program Overview.” In April 2022, in accordance with the terms of his employment agreement, Mr. Reddy received equity awards granted under the EIP consisting of (i) a PSU award of 1,063 stock units with a three-year performance period, (ii) an RSU award of 2,125 stock units that vest equally over a three-year period in three separate tranches and (iii) a stock option award of 3,689 shares that vest equally over a three-year period, has a ten-year term and an exercise price equal to the closing price of the Company’s common stock on the date of grant. In addition, Mr. Reddy received (i) a one-time, sign-on cash bonus of $1,000,000, which is subject to repayment in the event Mr. Reddy’s employment is terminated by the Company for cause or if Mr. Reddy terminates employment with the Company other than for good reason, in either case prior to April 1, 2023, and (ii) a special, sign-on equity award under the EIP, consisting of an award of RSUs with a grant date value of $2,250,000 that will vest as to 50% of the units subject to the award on each of April 1, 2023 and April 1, 2024, generally subject to his continued employment through such dates. Mr. Reddy’s special, sign-on RSU grant consisted of 5,665 stock units that will vest in full upon a termination of Mr. Reddy’s employment (i) by the Company other than for cause, (ii) by Mr. Reddy for good reason or (iii) as a result of Mr. Reddy’s death or disability. Mr. Reddy also received a standard relocation package in accordance with the Company’s policies in relation to its executive officers. Consistent with the Compensation Committee’s approach in setting annual compensation levels, in determining Mr. Reddy’s compensation package, the Compensation Committee considered the compensation levels paid to similarly situated executive officers at the Company, the median of the composite market data reviewed by the Compensation Committee to provide a perspective on external practices, his experience, input from the Compensation Committee’s independent compensation consultant and, with respect to the special, one-time awards, the value of equity awards that Mr. Reddy forfeited upon leaving his prior employer and other lost compensation.

  66. Employment Agreements

    Employment Agreements Each of our currently employed named executive officers is party to a written agreement that governs their employment with the Company and includes both severance provisions as well as restrictive covenants that apply for two years following termination of employment. The provisions of the employment agreements relating to termination of employment and severance are described in more detail under “Potential Post-Employment Payments to Named Executive Officers.” We believe entering into non-competition and non-solicitation arrangements with our named executive officers is important to protect the Company following the cessation of their employment and we also believe that severance provisions help attract and retain top-performing executive officers in a competitive market environment.

  67. Summary Compensation Table for 2022

    Summary Compensation Table for 2022 The table below summarizes the total compensation earned by our named executive officers in fiscal 2022, and, to the extent applicable to the individual, 2021 and 2020. A description of each component of our executive compensation package is described under the heading “Compensation Discussion and Analysis,” which begins on page 31. All information set forth in this table reflects compensation earned by these individuals for services with the Company.

  68. Summary Compensation Table for 2022

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non- qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5) | Total ($) | | Russell J. Weiner Chief Executive Officer | 2022 | 840,385 | — | 3,095,217 | 1,458,441 | 800,870 | — | 441,819 | 6,636,731 | | | 2021 | 775,000 | — | 1,790,857 | 387,579 | 1,610,063 | — | 51,418 | 4,614,916 | | | 2020 | 778,846 | — | 892,773 | 751,038 | 1,720,125 | — | 48,614 | 4,191,396 | | Sandeep Reddy Executive Vice President, Chief Financial Officer | 2022 | 495,865 | 1,000,000 | 3,517,181 | 421,985 | 336,150 | — | 109,609 | 5,880,790 | | | 2021 | — | — | — | — | — | — | — | — | | | 2020 | — | — | — | — | — | — | — | — | | Joseph H. Jordan President, U.S. & Global Services | 2022 | 561,923 | — | 1,181,101 | 375,065 | 399,768 | — | 830,833 | 3,348,689 | | | 2021 | 490,000 | — | 741,433 | 183,836 | 678,650 | — | 515,141 | 2,609,060 | | | 2020 | 477,885 | — | 286,198 | 238,005 | 532,465 | — | 966,113 | 2,500,666 | | Kelly E. Garcia Executive Vice President, Chief Technology Officer | 2022 | 482,692 | — | 820,451 | 250,043 | 249,000 | — | 31,491 | 1,833,678 | | | 2021 | — | — | — | — | — | — | — | — | | | 2020 | — | — | — | — | — | — | — | — | | Arthur P. D’Elia Executive Vice President, International | 2022 | 487,308 | — | 800,910 | 250,043 | 249,000 | — | 40,147 | 1,827,409 | | | 2021 | — | — | — | — | — | — | — | — | | | 2020 | — | — | — | — | — | — | — | — | | Richard E. Allison, Jr. Former Chief Executive Officer | 2022 | 504,154 | — | 196,857 | — | 478,559 | — | 397,603 | 1,577,173 | | | 2021 | 904,000 | — | 2,556,092 | 904,039 | 2,504,080 | — | 269,792 | 7,138,002 | | | 2020 | 929,423 | — | 1,057,918 | 1,343,406 | 2,736,910 | — | 227,573 | 6,295,230 |

  69. Summary Compensation Table for 2022

    | (1) Reflects increases in base salary that took effect during 2022 as described under “Compensation Discussion and Analysis—Components of Total Direct Compensation—Annual Base Salary.” Base salaries paid in fiscal 2020 reflect that fiscal 2020 was a 53-week fiscal year. |

  70. Summary Compensation Table for 2022

    | (2) Mr. Reddy joined the Company on April 1, 2022. In connection with his hiring, Mr. Reddy received a cash sign-on bonus of $1,000,000, primarily to replace foregone compensation from his previous employer. This bonus is subject to repayment in the event Mr. Reddy’s employment is terminated by the Company for cause or if Mr. Reddy terminates employment with the Company other than for good reason, in either case prior to April 1, 2023. |

  71. Summary Compensation Table for 2022

    | (3) The dollar amounts listed do not necessarily reflect the dollar amounts of compensation actually realized or that may be realized by our named executive officers. The stock awards for 2022 reflect the aggregate grant date fair value of awards of RSUs and PSUs granted pursuant to our EIP in 2022 and also include the fourth tranche of the performance share awards granted in 2020 (or the number of shares in each award that were valued for accounting purposes as of January 1, 2023, the last day of the Company’s 2022 fiscal year), determined in accordance with ASC 718 based upon the probable outcome of the applicable performance conditions (which, in the case of performance shares, assumes that the performance conditions were satisfied in full). The grant date fair value of PSUs is based on the probable outcome of the performance conditions on the grant date, which assumes that the performance conditions were satisfied at target. The aggregate grant date fair value of the PSUs granted in 2022, assuming the highest level of the performance conditions is met, was $2,944,033 for Mr. Weiner; $846,297 for Mr. Reddy; $757,037 for Mr. Jordan; $504,691 for Mr. Garcia and $504,691 for Mr. D’Elia. The number of PSUs earned is subject to a relative TSR modifier, which operates by, in certain circumstances, increasing or decreasing the total number of shares earned by 15% based on the Company’s TSR relative to the TSR of the constituents of the S&P 500 Index. The stock awards for 2021 reflect the aggregate grant date fair value of awards of RSUs and PSUs granted pursuant to our EIP in 2021 and also include the third tranche of the performance share awards granted in 2020 and the fourth tranche of the performance share awards granted in 2019 (or the number of shares in each award that were valued for accounting purposes as of January 2, 2022, the last day of the Company’s 2021 fiscal year). The stock awards for 2020 represent the first two tranches of the performance share awards granted in 2020, the third tranche of the performance share awards granted in 2019 and the fourth tranche of the performance share awards granted in 2018 (or the number of shares in each award that were valued for accounting purposes as of January 3, 2021, the last day of the Company’s 2020 fiscal year). The assumptions used in the calculation of these amounts are included in Note 9 to the Company’s consolidated financial statements for the fiscal year ended January 1, 2023 included in the 2022 10-K. |

  72. Summary Compensation Table for 2022

    | (4) The dollar amounts listed do not necessarily reflect the dollar amounts of compensation actually realized or that may be realized by our named executive officers. The amounts listed reflect the grant date fair value of stock option awards granted pursuant to our EIP, determined in accordance with ASC 718, and, with respect to stock options granted in fiscal 2022, are based on a Black-Scholes value on March 10, 2022 of $108.62 per share in the case of Messrs. Weiner, Jordan, Garcia and D’Elia and based on a Black-Scholes value on April 1, 2022 of $114.39 per share in the case of Mr. Reddy. The assumptions used in the calculation of these amounts are included in Note 9 to the Company’s consolidated financial statements for the fiscal year ended January 1, 2023 included in the 2022 10-K. |

  73. Summary Compensation Table for 2022

    | (5) The 2022 amounts listed for all named executive officers are further described in the All Other Compensation table below. |

  74. Summary Compensation Table for 2022

    | Executive Compensation Tables (continued) | |

  75. Summary Compensation Table for 2022

    The following table below shows amounts under the All Other Compensation column for 2022:

  76. Summary Compensation Table for 2022

    | Name | Year | Perquisites and Other Personal Benefits ($)(1) | Insurance Premiums / Medical Reimbursements ($)(2) | Company Contributions to Retirement, 401(k) and Health Savings Plans ($)(3) | Tax Reimbursements ($)(4) | Dividends ($)(5) | Total ($) | | Russell J. Weiner | 2022 | 233,583 | 8,767 | 15,250 | 13,305 | 170,914 | 441,819 | | Sandeep Reddy | 2022 | 54,268 | 8,159 | — | 47,181 | — | 109,609 | | Joseph H. Jordan | 2022 | 143,108 | 7,482 | 15,250 | 657,603 | 7,388 | 830,833 | | Kelly E. Garcia | 2022 | 3,090 | 3,841 | 15,250 | 2,854 | 6,456 | 31,491 | | Arthur P. D’Elia | 2022 | 1,293 | 7,477 | 15,250 | 6,229 | 9,898 | 40,147 | | Richard E. Allison, Jr. | 2022 | 136,256 | 2,542 | 15,250 | 1,572 | 241,983 | 397,603 |

  77. Summary Compensation Table for 2022

    | (1) Mr. Weiner’s amount represents $226,261 for personal usage of the corporate aircraft and $7,322 in purchases of Domino’s food items. Mr. Reddy’s amount represents $44,623 in relocation assistance related to his hiring, $6,480 for reimbursement of attorney’s fees in connection with the review of his employment agreement, $1,000 in team member awards and $2,165 in purchases of Domino’s food items. Mr. Jordan’s amount represents $1,000 in team member awards, $3,437 in purchases of Domino’s food items, additional benefits in relation to his expatriate assignment, which include $50,550 in respect of cost-of-living allowances and $18,820 in respect of home leave, and $69,301 in relocation assistance related to the end of his expatriate assignment. Mr. Garcia’s amount represents $1,000 in team member awards and $2,090 in purchases of Domino’s food items. Mr. D’Elia’s amount represents $1,000 in team member awards and $293 in purchases of Domino’s food items. Mr. Allison’s amount represents $134,854 for personal use of the corporate aircraft and $1,402 in purchases of Domino’s food items. The amounts reported for Mr. Weiner’s and Mr. Allison’s personal usage of the corporate aircraft are based on the incremental cost method. The incremental cost is based on the variable operating costs to the Company for operating the airplane, including, but not limited to fuel costs, parking, landing fees, travel fees, catering and other miscellaneous direct costs. The total annual variable costs are divided by the annual number of flight hours flown by the airplane to calculate an average variable cost per flight hour. This average variable flight cost per flight hour is then multiplied by the flight hours of personal use to calculate the incremental cost for the executive. For tax purposes, income is imputed to the executive for personal travel based on a multiple of the Standard Industry Fare Level (“SIFL”) rates. Executives are not provided with a tax gross-up on personal usage of the corporate aircraft. The table does not include any amounts related to the use of tickets for sporting events by the named executive officers because no incremental costs are incurred by the Company in providing these benefits. The Company purchases season tickets to sporting events for business outings with franchisees and other business partners. If the tickets are not being used for business purposes, the named executive officers and other team members may have opportunities to use these tickets. This table does not include any amount attributable to spousal travel in connection with business usage of corporate aircraft because no incremental costs are incurred by the Company in connection with the spouse accompanying the named executive officer on the aircraft. |

  78. Summary Compensation Table for 2022

    | (2) Mr. Weiner’s amount represents Company-paid premiums of $3,166 for umbrella liability insurance, Company-paid premiums of $2,001 for group term life insurance and Company-paid premiums of $3,600 for executive physicals. Mr. Reddy’s amount represents Company-paid premiums of $3,166 for umbrella liability insurance, Company-paid premiums of $1,393 for group term life insurance and Company-paid premiums of $3,600 for executive physicals. Mr. Jordan’s amount represents Company-paid premiums of $3,166 for umbrella liability insurance, Company-paid premiums of $716 for group term life insurance and Company-paid premiums of $3,600 for executive physicals. Mr. Garcia’s amount represents Company-paid premiums of $3,166 for umbrella liability insurance and Company-paid premiums of $675 for group term life insurance. Mr. D’Elia’s amount represents Company-paid premiums of $3,166 for umbrella liability insurance, Company-paid premiums of $711 for group term life insurance and Company-paid premiums of $3,600 for executive physicals. Mr. Allison’s amount represents Company-paid premiums for group term life insurance. |

  79. Summary Compensation Table for 2022

    | (3) Represents the amount of the Company match made to the Domino’s Pizza 401(k) Savings Plan described above for each named executive officer. |

  80. Summary Compensation Table for 2022

    | (4) Mr. Weiner’s amount represents a tax gross-up on umbrella liability insurance premium payments in the amount of $2,447, a tax gross-up on Company-paid medical expenses in the amount of $2,783 and a tax gross-up on certain other perquisites in the amount of $8,075. Mr. Reddy’s amount represents a tax gross-up on umbrella liability insurance premium payments in the amount of $2,447, a tax gross-up on Company-paid medical expenses in the amount of $2,783, a tax gross-up on benefits in relation to his relocation assistance of $34,496 and a tax gross-up on certain other perquisites in the amount of $7,456. Mr. Jordan’s amount represents a tax gross-up on umbrella liability insurance premium payments in the amount of $1,268, a tax gross-up on Company-paid medical expenses in the amount of $1,442, a tax gross-up on benefits in relation to his relocation assistance of $30,119, a tax gross-up on benefits in relation to his expatriate assignment of $47,935, Dutch wage taxes in the amount of $574,303 and a tax gross-up on certain other perquisites in the amount of $2,536. Mr. Garcia’s amount represents a tax gross-up on umbrella liability insurance premium payments in the amount of $1,268 and a tax gross-up on certain other perquisites in the amount of $1,586. Mr. D’Elia’s amount represents a tax gross-up on umbrella liability insurance premium payments in the amount of $2,447, a tax gross-up on Company-paid medical expenses in the amount of $2,783 and a tax gross-up on certain other perquisites in the amount of $999. Mr. Allison’s amount represents a tax gross-up on certain other perquisites in the amount of $1,572. |

  81. Summary Compensation Table for 2022

    | (5) Represents dividends paid by the Company on a quarterly basis on stock awards, including dividends accrued on unvested performance shares, and for Messrs. Weiner and Allison, restricted stock awards, that were paid during 2022 at the time of vesting of such performance shares or restricted stock awards, as applicable. |

  82. Summary Compensation Table for 2022

    | Executive Compensation Tables (continued) | |

  83. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information concerning non-equity incentive plan awards and individual awards of stock options, RSUs and PSUs granted during the fiscal year ended January 1, 2023 as well as performance shares granted in prior years to each of the named executive officers.

  84. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh)(5) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | Name | Grant Date | Threshold ($)(1) | Target ($)(2) | Maximum ($)(3) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Russell J. Weiner | | | | | | | | | | | | | AIP | | 0 | 1,608,173 | 4,020,433 | — | — | — | — | — | — | — | | Stock Options | 3/10/2022 | — | — | — | — | — | — | — | 13,427 | 393.14 | 1,458,441 | | RSUs(7) | 3/10/2022 | — | — | — | — | — | — | 3,710 | — | — | 1,458,549 | | PSUs(8) | 3/10/2022 | — | — | — | 1,855 | 3,710 | 7,420 | — | — | — | 1,472,017 | | Performance Shares(9) | 12/13/2022 | — | — | — | — | 455(10) | — | — | — | — | 164,651 | | Sandeep Reddy | | | | | | | | | | | | | AIP | | 0 | 675,000 | 1,687,500 | — | — | — | — | — | — | — | | Stock Options | 4/1/2022 | — | — | — | — | — | — | — | 3,689 | 397.18 | 421,985 | | RSUs(7) | 4/1/2022 | — | — | — | — | — | — | 2,125 | — | — | 844,008 | | RSUs(7) | 4/1/2022 | — | — | — | — | — | — | 5,665 | — | — | 2,250,025 | | PSUs(8) | 4/1/2022 | — | — | — | 532 | 1,063 | 2,126 | — | — | — | 423,148 | | Joseph H. Jordan | | | | | | | | | | | | | AIP | | 0 | 802,747 | 2,006,868 | — | — | — | — | — | — | — | | Stock Options | 3/10/2022 | — | — | — | — | — | — | — | 3,453 | 393.14 | 375,065 | | RSUs(7) | 3/10/2022 | — | — | — | — | — | — | 1,908 | — | — | 750,111 | | PSUs(8) | 3/10/2022 | — | — | — | 477 | 954 | 1,908 | — | — | — | 378,519 | | Performance Shares(9) | 12/13/2022 | — | — | — | — | 145(11) | — | — | — | — | 52,471 | | Kelly E. Garcia | | | | | | | | | | | | | AIP | | 0 | 500,000 | 1,250,000 | — | — | — | — | — | — | — | | Stock Options | 3/10/2022 | — | — | — | — | — | — | — | 2,302 | 393.14 | 250,043 | | RSUs(7) | 3/10/2022 | — | — | — | — | — | — | 1,272 | — | — | 500,074 | | PSUs(8) | 3/10/2022 | — | — | — | 318 | 636 | 1,272 | — | — | — | 252,346 | | Performance Shares(9) | 12/13/2022 | — | — | — | — | 129(12) | — | — | — | — | 46,681 | | Performance Shares(9) | 12/13/2022 | — | — | — | — | 35(13) | — | — | — | — | 12,665 | | Performance Shares(9) | 12/13/2022 | — | — | — | — | 24(14) | — | — | — | — | 8,685 | | Arthur P. D’Elia | | | | | | | | | | | | | AIP | | 0 | 500,000 | 1,250,000 | — | — | — | — | — | — | — | | Stock Options | 3/10/2022 | — | — | — | — | — | — | — | 2,302 | 393.14 | 250,043 | | RSUs(7) | 3/10/2022 | — | — | — | — | — | — | 1,272 | — | — | 500,074 | | PSUs(8) | 3/10/2022 | — | — | — | 318 | 636 | 1,272 | — | — | — | 252,346 | | Performance Shares(9) | 12/13/2022 | — | — | — | — | 134(15) | — | — | — | — | 48,491 | | Richard E. Allison, Jr. | | | | | | | | | | | | | AIP | | 0 | 960,962 | 2,402,405 | — | — | — | — | — | — | — | | Performance Shares(9) | 12/13/2022 | — | — | — | — | 544(16) | — | — | — | — | 196,857 |

  85. Grants of Plan-Based Awards

    | (1) Represents the amount to which such executive would be entitled if the Company had achieved 90% of its annual performance target under the AIP, as described above under “Compensation Discussion and Analysis – Annual Performance Incentives.” |

  86. Grants of Plan-Based Awards

    | (2) Represents the amount to which such executive would be entitled if the Company had achieved 100% of its annual performance target under the AIP. Certain executives’ target annual performance incentives were modified during fiscal 2022 as described under “Compensation Discussion and Analysis—Annual Performance Incentives” and the amount of the incentive which may be earned is based on their target annual incentive pre- and post-modification (based on the period such incentive targets were in effect during the fiscal year) multiplied by each named executive officer’s final 2022 salary. For Mr. Allison, such dollar value is equal to the portion of the annual performance cash incentive that would have otherwise been payable to him for fiscal year 2022 under the AIP prorated for the date of his retirement from the Company (July 15, 2022). |

  87. Grants of Plan-Based Awards

    | (3) Represents the annual maximum amount that such executive would be entitled to receive under the AIP, which is calculated as the lesser of (i) 250% of the executive’s annual performance incentive target and (ii) $5,000,000. |

  88. Grants of Plan-Based Awards

    | Executive Compensation Tables (continued) | |

  89. Grants of Plan-Based Awards

    | (4) Represents stock option awards awarded in March 2022 (or April 2022 in the case of Mr. Reddy) under the EIP, as described under “Compensation Discussion and Analysis – Long-term Incentive Compensation” above. |

  90. Grants of Plan-Based Awards

    | (5) Determined based on the closing price of the Company’s common stock on the NYSE on the date of grant. |

  91. Grants of Plan-Based Awards

    | (6) Represents the total ASC 718 grant date fair value of the option awards, determined in accordance with ASC 718, and the total ASC 718 grant date fair value of the RSUs, PSUs and performance share awards. The grant date fair value of PSUs is reported based on the probable outcome of the performance conditions on the grant date (which assume that the performance conditions were satisfied at target) and the grant date fair value of RSUs is based on the number of RSUs subject to the award (multiplied by the closing price of the Company’s common stock on the NYSE on the date of grant). The grant date fair value of the performance share awards is reported based upon the probable outcome of the applicable performance conditions (which assume that the performance conditions were satisfied in full). The assumptions used in the calculation of these amounts are included in Note 9 to the Company’s consolidated financial statements for the fiscal year ended January 1, 2023 included in the 2022 10-K. See footnote (3) to the Summary Compensation Table above. |

  92. Grants of Plan-Based Awards

    | (7) Represents RSUs awarded in March 2022 (or April 2022 in the case of Mr. Reddy) under the EIP, as described under “Compensation Discussion and Analysis – Long-term Incentive Compensation” above. |

  93. Grants of Plan-Based Awards

    | (8) Represents PSUs awarded in March 2022 (or April 2022 in the case of Mr. Reddy) under the EIP, as described under “Compensation Discussion and Analysis – Long-term Incentive Compensation” above. The maximum number of shares does not give effect to the relative TSR modifier, which can increase or decrease the total number of shares earned by 15% based on the Company’s TSR relative to the TSR of the constituents of the S&P 500 Index. In order for the PSUs to vest, the performance conditions associated with such awards must be achieved at least at a threshold level and the named executive officer must be an employee of the Company on the third anniversary of the date of grant (March 10, 2025), except as described under “—Potential Post-Employment Payments to Named Executive Officers” below. |

  94. Grants of Plan-Based Awards

    | (9) Represents the fourth tranche of the performance share awards granted in 2020 (or the number of shares in each award that have been valued for accounting purposes for fiscal 2022). Each vesting tranche of performance share awards contains a performance condition established annually by the Compensation Committee. In order for each tranche to vest, such performance condition must be achieved, and the named executive officer must be an employee of the Company on such vesting date, except as described under “—Potential Post-Employment Payments to Named Executive Officers” below. |

  95. Grants of Plan-Based Awards

    | (10) Represents one-fourth of the maximum shares granted under a performance share award in July 2020; the maximum number of shares granted under this performance share award is 1,820. |

  96. Grants of Plan-Based Awards

    | (11) Represents one-fourth of the maximum shares granted under a performance share award in July 2020; the maximum number of shares granted under this performance share award is 580. |

  97. Grants of Plan-Based Awards

    | (12) Represents one-fourth of the maximum shares granted under a performance share award in July 2020; the maximum number of shares granted under this performance share award is 510. |

  98. Grants of Plan-Based Awards

    | (13) Represents one-fourth of the maximum shares granted under a performance share award in July 2020; the maximum number of shares granted under this performance share award is 140. |

  99. Grants of Plan-Based Awards

    | (14) Represents one-fourth of the maximum shares granted under a performance share award in October 2020; the maximum number of shares granted under this performance share award is 90. |

  100. Grants of Plan-Based Awards

    | (15) Represents one-fourth of the maximum shares granted under a performance share award in July 2020; the maximum number of shares granted under this performance share award is 530. |

  101. Grants of Plan-Based Awards

    | (16) Represents one-fourth of the maximum shares granted under a performance share award in July 2020; the maximum number of shares granted under this performance share award is 2,170. |

  102. Grants of Plan-Based Awards

    | Executive Compensation Tables (continued) | |

  103. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information on outstanding option and stock awards for each of the named executive officers as of January 1, 2023:

  104. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (#) | Number of Securities Underlying Unexercised Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Name | Exercisable | Unexercisable | | | | | | | | Russell J. Weiner | 15,960 | 0 | 73.04 | 7/16/2024(5) | — | — | — | — | | | 11,780 | 0 | 118.54 | 7/15/2025(5) | — | — | — | — | | | 10,850 | 0 | 136.89 | 7/20/2026(5) | — | — | — | — | | | 7,330 | 0 | 212.52 | 7/19/2027(5) | — | — | — | — | | | 10,030 | 0 | 283.68 | 7/18/2028(5) | — | — | — | — | | | 9,180 | 3,060 | 275.35 | 7/10/2029(5) | — | — | — | — | | | 3,550 | 3,550 | 413.68 | 7/15/2030(5) | — | — | — | — | | | 1,382 | 2,765 | 367.79 | 3/31/2031(6) | — | — | — | — | | | 0 | 13,427 | 393.14 | 3/10/2032(6) | — | — | — | — | | | — | — | — | — | — | — | 729(7) | 252,526 | | | — | — | — | — | — | — | 910(8) | 315,224 | | | — | — | — | — | 1,406(9) | 487,038 | — | — | | | — | — | — | — | 3,710(10) | 1,285,144 | — | — | | | — | — | — | — | — | — | 1,054(11) | 365,106 | | | — | — | — | — | — | — | 3,710(12) | 1,285,144 | | Sandeep Reddy | 0 | 3,689 | 397.18 | 4/1/2032(6) | — | — | — | — | | | — | — | — | — | 2,125(13) | 736,100 | — | — | | | — | — | — | — | 5,665(14) | 1,962,356 | — | — | | | — | — | — | — | — | — | 1,063(15) | 368,223 | | Joseph H. Jordan | 2,630 | 0 | 118.54 | 7/15/2025(5) | — | — | — | — | | | 3,100 | 0 | 136.89 | 7/20/2026(5) | — | — | — | — | | | 2,350 | 0 | 136.89 | 7/20/2026(5) | — | — | — | — | | | 4,870 | 0 | 168.21 | 11/7/2026(5) | — | — | — | — | | | 2,450 | 0 | 212.52 | 7/19/2027(5) | — | — | — | — | | | 3,620 | 0 | 232.43 | 4/9/2028(5) | — | — | — | — | | | 2,640 | 880 | 275.35 | 7/10/2029(5) | — | — | — | — | | | 1,125 | 1,125 | 413.68 | 7/15/2030(5) | — | — | — | — | | | 655 | 1,312 | 367.79 | 3/31/2031(6) | — | — | — | — | | | 0 | 3,453 | 393.14 | 3/10/2032(6) | — | — | — | — | | | — | — | — | — | — | — | 210(7) | 72,744 | | | — | — | — | — | — | — | 290(8) | 100,456 | | | — | — | — | — | 667(9) | 231,049 | — | — | | | — | — | — | — | 1,908(10) | 660,931 | — | — | | | — | — | — | — | — | — | 500(11) | 173,200 | | | — | — | — | — | — | — | 954(12) | 330,466 |

  105. Outstanding Equity Awards at Fiscal Year-End

    | Executive Compensation Tables (continued) | |

  106. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (#) | Number of Securities Underlying Unexercised Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Name | Exercisable | Unexercisable | | | | | | | | Kelly E. Garcia | 2,200 | 0 | 118.54 | 7/15/2025(5) | — | — | — | — | | | 1,950 | 0 | 136.89 | 7/20/2026(5) | — | — | — | — | | | 4,870 | 0 | 168.21 | 11/7/2026(5) | — | — | — | — | | | 1,540 | 0 | 212.52 | 7/19/2027(5) | — | — | — | — | | | 1,370 | 0 | 283.68 | 7/18/2028(5) | — | — | — | — | | | 757 | 253 | 275.35 | 7/10/2029(5) | — | — | — | — | | | 217 | 73 | 275.35 | 7/10/2029(5) | — | — | — | — | | | 335 | 335 | 413.68 | 7/15/2030(5) | — | — | — | — | | | 90 | 90 | 413.68 | 7/15/2030(5) | — | — | — | — | | | 170 | 170 | 433.78 | 10/2/2030(5) | — | — | — | — | | | 379 | 758 | 367.79 | 3/31/2031(6) | — | — | — | — | | | 0 | 2,302 | 393.14 | 3/10/2032(6) | — | — | — | — | | | — | — | — | — | — | — | 180(7) | 62,352 | | | — | — | — | — | — | — | 54(7) | 18,706 | | | — | — | — | — | — | — | 256(8) | 88,678 | | | — | — | — | — | — | — | 70(8) | 24,248 | | | — | — | — | — | — | — | 46(16) | 15,934 | | | — | — | — | — | 386(9) | 133,710 | — | — | | | — | — | — | — | 1,272(10) | 440,621 | — | — | | | — | — | — | — | — | — | 289(11) | 100,110 | | | — | — | — | — | — | — | 636(12) | 220,310 | | Arthur P. D’Elia | 892 | 298 | 275.35 | 7/10/2029(5) | — | — | — | — | | | 1,030 | 1,030 | 413.68 | 7/15/2030(5) | — | — | — | — | | | 397 | 794 | 367.79 | 3/31/2031(6) | — | — | — | — | | | 0 | 2,302 | 393.14 | 3/10/2032(6) | — | — | — | — | | | — | — | — | — | — | — | 214(7) | 74,130 | | | — | — | — | — | — | — | 266(8) | 92,142 | | | — | — | — | — | 404(9) | 139,946 | — | — | | | — | — | — | — | 1,272(10) | 440,621 | — | — | | | — | — | — | — | — | — | 303(11) | 104,959 | | | — | — | — | — | — | — | 636(12) | 220,310 | | Richard E. Allison, Jr. | 7,110 | 0 | 73.04 | 7/16/2024(5) | — | — | — | — | | | 11,780 | 0 | 118.54 | 7/15/2025(5) | — | — | — | — | | | 10,850 | 0 | 136.89 | 7/20/2026(5) | — | — | — | — | | | 7,330 | 0 | 212.52 | 7/19/2027(5) | — | — | — | — | | | 17,940 | 0 | 283.68 | 7/18/2028(5) | — | — | — | — | | | 21,440 | 0 | 275.35 | 7/10/2029(5) | — | — | — | — | | | 12,700 | 0 | 413.68 | 7/15/2030(5) | — | — | — | — | | | 9,673 | 0 | 367.79 | 3/31/2031(6) | — | — | — | — | | | — | — | — | — | — | — | 850(7) | 294,440 | | | — | — | — | — | — | — | 1,086(8) | 376,190 | | | — | — | — | — | — | — | 2,458(11) | 851,451 |

  107. Outstanding Equity Awards at Fiscal Year-End

    | (1) Awards of RSUs as described under “Compensation Discussion and Analysis – Long-term Incentive Compensation” above. RSUs vest equally over three years in separate vesting tranches. In order for each tranche to vest the named executive officer must generally be an employee of the Company on such vesting date, except as described under “—Potential Post-Employment Payments to Named Executive Officers” below. |

  108. Outstanding Equity Awards at Fiscal Year-End

    | Executive Compensation Tables (continued) | |

  109. Outstanding Equity Awards at Fiscal Year-End

    | (2) Value based on the closing price of the Company’s common stock on the NYSE on December 30, 2022, the last business day of fiscal 2022 ($346.40). |

  110. Outstanding Equity Awards at Fiscal Year-End

    | (3) Awards of performance shares or PSUs, as indicated, as described under “Compensation Discussion and Analysis – Long-term Incentive Compensation” above. Awards are shown assuming the performance conditions are satisfied at target. |

  111. Outstanding Equity Awards at Fiscal Year-End

    | (4) Value based on the closing price of the Company’s common stock on the NYSE on December 30, 2022, the last business day of fiscal 2022 ($346.40). |

  112. Outstanding Equity Awards at Fiscal Year-End

    | (5) Option awards granted ten years prior to the option expiration date that vest in equal annual installments over four years beginning on the first anniversary of the grant date. Vesting is accelerated upon certain employment terminations and covered transactions, as described under “—Potential Post-Employment Payments to Named Executive Officers” below. |

  113. Outstanding Equity Awards at Fiscal Year-End

    | (6) Option awards granted ten years prior to the option expiration date that vest in equal annual installments over three years beginning on the first anniversary of the grant date. Vesting is accelerated upon certain employment terminations and covered transactions, as described under “—Potential Post-Employment Payments to Named Executive Officers” below. |

  114. Outstanding Equity Awards at Fiscal Year-End

    | (7) Represents final tranche of performance shares granted in July 2019 that are eligible to vest on July 10, 2023, subject to the achievement of applicable performance conditions and generally subject to the named executive officer’s continued employment through such vesting date, except as described under “—Potential Post-Employment Payments to Named Executive Officers” below. |

  115. Outstanding Equity Awards at Fiscal Year-End

    | (8) Represents final two tranches of performance shares granted in July 2020 that are eligible to vest in two equal installments on each of July 15, 2023 and July 15, 2024, subject to the achievement of applicable performance conditions and generally subject to the named executive officer’s continued employment through such vesting date, except as described under “—Potential Post-Employment Payments to Named Executive Officers” below. |

  116. Outstanding Equity Awards at Fiscal Year-End

    | (9) Represents final two tranches of RSUs awarded in March 2021 that are eligible to vest in two equal installments on each of March 31, 2023 and March 31, 2024, generally subject to the named executive officer’s continued employment through such vesting date, except as described under “—Potential Post-Employment Payments to Named Executive Officers” below. |

  117. Outstanding Equity Awards at Fiscal Year-End

    | (10) Represents RSUs awarded in March 2022 that are eligible to vest in three equal installments on each of March 10, 2023, March 10, 2024 and March 10, 2025, generally subject to the named executive officer’s continued employment through such vesting date, except as described under “—Potential Post-Employment Payments to Named Executive Officers” below. |

  118. Outstanding Equity Awards at Fiscal Year-End

    | (11) Represents PSUs awarded in March 2021 (reported in this table based on the target number of shares subject to the award). Assuming applicable performance conditions based on cumulative adjusted total segment income and cumulative global retail sales, excluding foreign currency impact, are satisfied, PSUs will vest and convert to shares of common stock in or around February 2024 and are generally subject to the named executive officer’s continued employment through December 31, 2023, except as described under “—Potential Post-Employment Payments to Named Executive Officers” below. Actual payout for PSUs could range from 0% to 200% depending on performance, subject to a relative TSR modifier, which can increase or decrease the total number of shares earned by 15% based on the Company’s TSR relative to the TSR of the constituents of the S&P 500 Index. The final payout will be determined by the Compensation Committee and may be greater or less than the amount shown. |

  119. Outstanding Equity Awards at Fiscal Year-End

    | (12) Represents PSUs awarded in March 2022, as described under “Compensation Discussion and Analysis – Long-term Incentive Compensation” above (reported in this table based on the target number of shares subject to the award). Assuming applicable performance conditions based on cumulative adjusted total segment income and cumulative global retail sales, excluding foreign currency impact, are satisfied, PSUs will vest and convert to shares of common stock in or around March 2025 and are generally subject to the named executive officer’s continued employment through March 10, 2025, except as described under “—Potential Post-Employment Payments to Named Executive Officers” below. Actual payout for PSUs could range from 0% to 200% depending on performance, subject to a relative TSR modifier, which can increase or decrease the total number of shares earned by 15% based on the Company’s TSR relative to the TSR of the constituents of the S&P 500 Index. The final payout will be determined by the Compensation Committee and may be greater or less than the amount shown. |

  120. Outstanding Equity Awards at Fiscal Year-End

    | (13) Represents RSUs awarded in April 2022 that are eligible to vest in three equal installments on each of April 1, 2023, April 1, 2024 and April 1, 2025, generally subject to the named executive officer’s continued employment through such vesting date, except as described under “—Potential Post-Employment Payments to Named Executive Officers” below. |

  121. Outstanding Equity Awards at Fiscal Year-End

    | (14) Represents a special, sign-on equity award of RSUs awarded in April 2022 that is eligible to vest in two equal installments on each of April 1, 2023 and April 1, 2024, generally subject to the named executive officer’s continued employment through such vesting date, except as described under “—Potential Post-Employment Payments to Named Executive Officers” below. |

  122. Outstanding Equity Awards at Fiscal Year-End

    | (15) Represents PSUs awarded in April 2022, as described under “Compensation Discussion and Analysis – Long-term Incentive Compensation” above (reported in this table based on the target number of shares subject to the award). Assuming applicable performance conditions based on cumulative adjusted total segment income and cumulative global retail sales, excluding foreign currency impact, are satisfied, PSUs will vest and convert to shares of common stock in or around March 2025 and are generally subject to the named executive officer’s continued employment through March 10, 2025, except as described under “—Potential Post-Employment Payments to Named Executive Officers” below. Actual payout for PSUs could range from 0% to 200% depending on performance, subject to a relative TSR modifier, which can increase or decrease the total number of shares earned by 15% based on the Company’s TSR relative to the TSR of the constituents of the S&P 500 Index. The final payout will be determined by the Compensation Committee and may be greater or less than the amount shown. |

  123. Outstanding Equity Awards at Fiscal Year-End

    | (16) Represents final two tranches of performance shares awarded in October 2020 that are eligible to vest in two equal installments on each of October 2, 2023 and October 2, 2024, generally subject to the named executive officer’s continued employment through such vesting date, except as described under “—Potential Post-Employment Payments to Named Executive Officers” below. |

  124. Outstanding Equity Awards at Fiscal Year-End

    | Executive Compensation Tables (continued) | |

  125. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information relating to options exercised and stock vested for each of the named executive officers during 2022:

  126. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Russell J. Weiner | — | — | 14,184 | 5,817,485 | | Sandeep Reddy | — | — | — | — | | Joseph H. Jordan | — | — | 918 | 374,524 | | Kelly E. Garcia | — | — | 757 | 310,209 | | Arthur P. D’Elia | — | — | 1,039 | 439,164 | | Richard E. Allison, Jr. | 8,000 | 2,702,487 | 21,524 | 8,832,145 |

  127. Option Exercises and Stock Vested

    | (1) Equals the closing price of the Company’s common stock on the NYSE on the exercise date minus the option exercise price multiplied by the number of shares acquired on exercise. |

  128. Option Exercises and Stock Vested

    | (2) Equals the closing price of the Company’s common stock on the NYSE on the vesting date multiplied by the number of shares vesting, plus any accrued cash dividends paid on such vesting date in respect of such shares. |

  129. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation A select group of management or highly compensated employees as defined by the Employee Retirement Income and Security Act of 1974, as amended, as well as the Company’s directors, are eligible to participate in the Domino’s Pizza Deferred Compensation Plan, or the DCP. The purpose of the DCP is to provide supplemental retirement income and to permit eligible employees to defer receipt of compensation pursuant to the terms of the plan. Participants are able to defer a portion of eligible compensation (including annual base salary and the annual performance incentive or, in the case of our directors, annual retainers and/or annual equity awards). Participants elect a specific date or event (such as termination of employment or Board service) for payment of deferred compensation and the form of the payment, either lump sum or installments. Participants are able to notionally invest their deferrals in mutual funds selected by them from a lineup of options. The options available under the DCP for the fiscal year ended January 1, 2023 were as follows: American Funds EuroPacific Growth Fund BNY Mellon MidCap Index Fund Boston Trust Small Cap Fund Credit Suisse Commodity Return Strategy Fund Dodge and Cox International Stock Fund Fidelity 500 Index Fund Fidelity Government Money Market Fund Fidelity Puritan Fund Harding Loevner Emerging Markets Portfolio Invesco Comstock Fund MainStay Large Cap Growth Fund PIMCO All Asset Fund PIMCO Total Return Fund Vanguard Inflation-Protected Securities Fund Vanguard Real Estate Index Fund Vanguard Total Bond Market Index Fund Vanguard Total International Stock Index Fund There are no named executive officers who participated in or had balances under the Domino’s Pizza Deferred Compensation Plan for the fiscal year ended January 1, 2023. The balances under the DCP for our directors are listed below under “Non-Qualified Deferred Compensation of Directors.”

  130. Non-Qualified Deferred Compensation

    | Executive Compensation Tables (continued) | |

  131. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company’s executive compensation aligns with the Company’s performance, refer to “Compensation Discussion and Analysis.” The Compensation Committee did not consider the Compensation Actually Paid measure below in making its compensation decisions for any of the years shown below given the timing of the new required disclosure.

  132. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based on (4) : | | | | | Year | Summary Compensation Table Total for Richard E. Allison, Jr. (1) ($) | Summary Compensation Table Total for Russell J. Weiner (1) ($) | Compensation Actually Paid to Richard E. Allison, Jr. (1)(2)(3) ($) | Compensation Actually Paid to Russell J. Weiner (1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (1) ($) | Average Compensation Actually Paid to Non-PEO NEOs (1)(2)(3) ($) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income ($ Millions) | Adjusted Total Segment Income ($ Millions) (5) | | 2022 | 1,577,173 | 6,636,731 | (5,565,349) | (27,849) | 3,222,641 | 2,114,168 | 121.37 | 133.03 | 452.3 | 894.7 | | 2021 | 7,138,002 | — | 18,863,088 | — | 2,669,548 | 4,929,996 | 195.37 | 145.93 | 510.5 | 893.1 | | 2020 | 6,295,230 | — | 11,228,320 | — | 2,549,825 | 3,491,928 | 131.65 | 119.57 | 491.3 | 821.3 |

  133. Pay Versus Performance

    | (1) Richard E. Allison, Jr. was our principal executive officer (PEO) from July 2018 to April 30, 2022. Russell J. Weiner became our PEO on May 1, 2022. The individuals comprising the N on-PEO named executive officers (“NEOs”) for e ach year presented are listed below. |

  134. Pay Versus Performance

    | 2020 | 2021 | 2022 | | Stuart A. Levy | Russell J. Weiner | Sandeep Reddy | | Russell J. Weiner | Joseph H. Jordan | Joseph H. Jordan | | Joseph H. Jordan | Kevin S. Morris | Kelly E. Garcia | | Kevin S. Morris | Stuart A. Levy | Arthur P. D’Elia | | Jeffrey D. Lawrence | | | | J. Kevin Vasconi | | |

  135. Pay Versus Performance

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table total with certain adjustments as described in footnote 3 below. |

  136. Pay Versus Performance

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with ASC 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. To calculate Compensation Actually Paid, the totals included in the Exclusion of Stock Awards and Option Awards column were subtracted and the totals in the Inclusion of Equity Values column were added to the Summary Compensation Table Total for the PEOs and the Non-PEO NEOs. |

  137. Pay Versus Performance

    | Year | Summary Compensation Table Total for Richard E. Allison, Jr. ($) | Exclusion of Stock Awards and Option Awards for Richard E. Allison, Jr. ($) | Inclusion of Equity Values for Richard E. Allison, Jr, ($) | Compensation Actually Paid to Richard E. Allison, Jr. ($) | | 2022 | 1,577,173 | (196,857) | (6,945,665) | (5,565,349) | | 2021 | 7,138,002 | (3,460,131) | 15,185,216 | 18,863,088 | | 2020 | 6,295,230 | (2,401,324) | 7,334,414 | 11,228,320 | | Year | Summary Compensation Table Total for Russell J. Weiner ($) | Exclusion of Stock Awards and Option Awards for Russell J. Weiner ($) | Inclusion of Equity Values for Russell J. Weiner ($) | Compensation Actually Paid to Russell J. Weiner ($) | | 2022 | 6,636,731 | (4,553,658) | (2,110,922) | (27,849) | | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2022 | 3,222,641 | (1,904,195) | 795,722 | 2,114,168 | | 2021 | 2,669,548 | (1,136,067) | 3,396,515 | 4,929,996 | | 2020 | 2,549,825 | (1,040,910) | 1,983,013 | 3,491,928 |

  138. Pay Versus Performance

    | Executive Compensation Tables (continued) | |

  139. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  140. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Richard E. Allison, Jr. ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Richard E. Allison, Jr. ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Richard E. Allison, Jr. ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Richard E. Allison, Jr. ($) | Total - Inclusion of Equity Values for Richard E. Allison, Jr. ($) | | 2022 | — | (692,267) | (6,253,398) | — | (6,945,665) | | 2021 | 5,462,058 | 7,624,249 | 2,098,909 | — | 15,185,216 | | 2020 | 1,989,134 | 3,628,559 | 1,716,721 | — | 7,334,414 | | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Russell J. Weiner ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Russell J. Weiner ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Russell J. Weiner ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Russell J. Weiner ($) | Total - Inclusion of Equity Values for Russell J. Weiner ($) | | 2022 | 3,584,162 | (2,645,641) | (3,049,443) | — | (2,110,922) | | Year | Average Year- End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2022 | 1,559,241 | (573,013) | (190,506) | — | 795,722 | | 2021 | 1,380,101 | 1,658,217 | 590,885 | (232,688) | 3,396,515 | | 2020 | 493,333 | 817,596 | 672,084 | — | 1,983,013 |

  141. Pay Versus Performance

    | (4) The Peer Group TSR set forth in this table utilizes the S&P Composite 1500 Restaurants Sub-Index (“Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in the 2022 10-K . The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company’s common stock and in the Index, respectively. TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. Historical stock performance is not necessarily indicative of future stock performance. |

  142. Pay Versus Performance

    | (5) We determined Adjusted Total Segment Income to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in fiscal 2022. Adjusted Total Segment Income is measured as Segment Income as defined by the Company under ASC 280 with certain adjustments as described under “Compensation Discussion and Analysis—Components of Total Direct Compensation—Annual Performance Incentives.” This performance measure may not have been the most important financial performance measure for fiscal years 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  143. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a commitment to paying for performance and a competitive pay-for-performance package that is designed to incentivize and retain executives. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.

  144. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR The amount of compensation actually paid to Messrs. Allison and Weiner during their respective tenures as the Company’s Chief Executive Officer and the average amount of compensation actually paid to the Company’s named executive officers as a group (excluding Messrs. Allison and Weiner) is generally aligned with the Company’s cumulative TSR over the three years presented in the table; the amount of compensation actually paid to each of Mr. Allison and the Company’s named executive officers as a group (excluding Mr. Allison) in 2020 and 2021 is higher than the amount of compensation actually paid to Messrs. Weiner and Allison and the Company’s named executive officers as a group (excluding Messrs. Allison and Weiner) in 2022, which directionally aligns with the Company’s TSR over each respective year. Compensation actually paid is aligned with the Company’s cumulative TSR over the period presented because a significant portion of the compensation actually paid to Messrs. Allison and Weiner and to the other named executive officers is comprised of equity awards that are directly tied to Company stock price performance. As described in more detail in “Compensation Discussion and Analysis,” the Company targets that approximately 54% of the value of total compensation awarded to the named executive officers currently employed with the Company is to be comprised of long-term incentive compensation awards, including PSUs, RSUs and stock options.

  145. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The amount of compensation actually paid to Messrs. Allison and Weiner during their respective tenures as the Company’s Chief Executive Officer and the average amount of compensation actually paid to the Company’s named executive officers as a group (excluding Messrs. Allison and Weiner) is generally aligned with the Company’s net income over the three years presented in the table; the amount of compensation actually paid to each of Mr. Allison and the Company’s named executive officers as a group (excluding Mr. Allison) in 2020 and 2021 is higher than the amount of compensation actually paid to Messrs. Weiner and Allison and the Company’s named executive officers as a group (excluding Messrs. Allison and Weiner) in 2022, which directionally aligns with the Company’s net income in each respective year. While the Company does not use net income as a performance measure in the overall executive compensation program, Total Segment Income, which the Company does use when setting goals for the Company’s short-term incentive compensation program and for the PSUs that are awarded to the named executive officers, is the primary driver of the measure of net income.

  146. Compensation Actually Paid and Net Income

    | Executive Compensation Tables (continued) | |

  147. Compensation Actually Paid and Adjusted Total Segment Income

    Compensation Actually Paid and Adjusted Total Segment Income The amount of compensation actually paid to Messrs. Allison and Weiner during their respective tenures as the Company’s Chief Executive Officer and the average amount of compensation actually paid to the Company’s named executive officers as a group (excluding Messrs. Allison and Weiner) is generally aligned w ith the year-over-year g rowth of the Company’s Adjusted Total Segment Income over the three years presented in the table; the amount of compensation actually paid to each of Mr. Allison and the Company’s named executive officers as a group (excluding Mr. Allison) in 2020 and 2021 is higher than the amount of compensation actually paid to Messrs. Weiner and Allison and the Company’s named executive officers as a group (excluding Messrs. Allison and Weiner) in 2022, which directionally aligns with the year-over-year growth of the Company’s Adjusted Total Segment Income in each respective year. The Company utilizes Total Segment Income when setting goals under the Company’s short-term incentive compensation program, as well as when setting goals for the PSUs that are awarded to the named executive officers. The amounts earned under both programs are based, in part, on the Company’s Adjusted Total Segment Income for the respective performance period. Adjusted Total Segment Income is measured as Segment Income as defined by the Company under ASC 280, with certain adjustments as described under “Compensation Discussion and Analysis—Components of Total Direct Compensation—Annual Performance Incentives.” While the Company uses several financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted Total Segment Income is the financial performance measure that, in the Company’s assessment, represents the most important performance measure used by the Company to link compensation actually paid to the company’s named executive officers in fiscal 2022 to Company performance. As described in more detail in “Compensation Discussion and Analysis,” the Company targets that approximately 14% of the value of total compensation awarded to the named executive officers currently employed with the Company is to be comprised of PSUs under the EIP and approximately 25% of the value of total compensation awarded to the named executive officers currently employed with the Company consists of annual performance cash incentives under the AIP.

  148. CEO Pay Ratio

    CEO Pay Ratio Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC requires annual disclosure of the ratio of the median annual total compensation of all of our employees to the annual total compensation of our CEO. To identify the median employee, we used 2022 total cash compensation, which includes annual base salaries or base wages plus annual bonuses, if any, as reported on each employee’s W-2, Box 1, as our consistently applied compensation measure. We used total cash compensation as our consistently applied compensation measure because we do not widely distribute annual equity awards to employees (less than 2% of our employees received annual equity awards). We then measured total cash compensation for all individuals who were employed by us on December 1, 2022, excluding (i) our CEO and (ii) all team members located in countries outside of the United States, pursuant to the de minimis exemption under the pay ratio rules. A total of 260 team members were so excluded and are detailed by each non-U.S. jurisdiction below:

  149. CEO Pay Ratio

    | Brazil: 1 | Hong Kong: 6 | Netherlands: 14 | | Canada: 215 | India: 1 | Singapore 8 | | Dubai: 10 | Mexico: 2 | United Kingdom: 3 |

  150. CEO Pay Ratio

    Except as described above, we included all employees, whether employed on a full-time, part-time, seasonal or temporary basis. We did not make any assumptions, adjustments, or estimates with respect to total cash compensation. We did, however, annualize the compensation used for employees who were not employed by us for all of 2022 by taking an employee’s compensation for the number of bi-weekly pay periods for which they were employed and annualizing such amount for the full year of 26 pay periods, which is consistent with the number of bi-weekly pay periods our CEO received in 2022. As of December 1, 2022, we had 10,101 U.S.-based full-time, part-time, seasonal and temporary employees. As of this same date, including our team members located in countries outside the United States, we had 10,361 full-time, part-time, seasonal and temporary employees. Based on total cash compensation, our median employee was identified as a part-time delivery driver who worked under 30 hours per week and was paid on an hourly basis. The median employee’s annual total compensation was calculated using the same methodology we use for our named executive officers as set forth in the Summary Compensation Table for 2022 earlier in this Proxy Statement. Mr. Weiner’s annual total compensation for the 2022 fiscal year was $6,636,731, as reflected in the Summary Compensation Table for 2022 above. Our median employee’s annual total compensation for the 2022 fiscal year, as determined in the same manner as Mr. Weiner’s, was $31,638. As a result, we estimate that Mr. Weiner’s annual total compensation was approximately 210 times that of our median employee. If we adjusted Mr. Weiner’s annual base salary as if he served as our CEO for all of fiscal year 2022 (to $875,000), and further adjusted his AIP payout value to reflect a payout as if he were CEO for all of fiscal year 2022 (to $871,500), his adjusted annual total compensation for 2022, with no additional changes to the other amounts included in the Summary Compensation Table for 2022 above, would be $6,741,976. After giving effect to these adjustments, Mr. Weiner’s adjusted annual total compensation for 2022 would be approximately 213 times that of our median employee. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above. The Compensation Committee did not consider the pay ratio in making its compensation decisions for fiscal 2022.

  151. CEO Pay Ratio

    | Proposal Three: Advisory Vote to Approve Named Executive Officer Compensation | |

  152. CEO Pay Ratio

    At our 2022 annual meeting of shareholders, the Company provided shareholders with the opportunity to cast an advisory vote regarding the compensation of our named executive officers as disclosed for fiscal year 2021 in our 2022 Proxy Statement. This non-binding advisory vote is commonly referred to as “say-on-pay.” At our 2022 annual meeting, our shareholders approved the proposal with 92.79% of the shares voted in favor of the say-on-pay proposal. At the 2017 annual meeting of shareholders, the Company held an advisory vote on the frequency of future say-on-pay votes. Our shareholders voted in favor of an annual say-on-pay vote and the Company has elected to follow such recommendation. Accordingly, this year we are again asking our shareholders to vote FOR the approval of the compensation we pay to our named executive officers as disclosed in this Proxy Statement. In accordance with Rule 14a-21(b) of the Exchange Act, shareholders are being asked to vote again on how frequently we should hold future say-on-pay votes under Proposal Four of this Proxy Statement. The objectives of our compensation program, along with the compensation paid to our named executive officers and the rationale for such compensation, are set forth in the Compensation Discussion and Analysis and the related tables and narrative disclosures in this Proxy Statement. The Board of Directors, as required pursuant to Section 14A of the Exchange Act, is asking shareholders to cast a non-binding, advisory vote FOR the following resolution: “RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and any related material contained in this Proxy Statement, is hereby APPROVED.” As we described in the Compensation Discussion and Analysis, our executive compensation program embodies a pay-for-performance philosophy that supports the Company’s business strategy and aligns the interests of our executives with our shareholders. In approving compensation decisions for fiscal 2022 with respect to our named executive officers, the Compensation Committee considered, among other factors, the financial performance of the Company in 2021 considering the ongoing challenging and uncertain operating environment posed by COVID-19, which significantly impacted our business plan and goals. While the Company’s financial performance in fiscal 2022 ultimately fell short of its plan, as described above, resulting in a payout of annual incentive payments under the AIP at below-target levels, the Company maintained strong levels of profitability across the business in fiscal 2022, especially when compared against the Company’s financial performance in fiscal 2019 prior to the onset of the COVID-19 pandemic, and the Company’s named executive officers contributed greatly to these achievements. The Compensation Committee further considered shareholder feedback following the transition of our existing long-term incentive compensation program in 2021, which was comprised of performance shares and stock options, to a program comprised of PSUs, RSUs and stock options as described in the Compensation Discussion and Analysis. The Company routinely reviews its compensation programs and engages in discussions with certain major shareholders to solicit their feedback regarding our executive compensation program. The Company has made changes in prior years based upon feedback from this shareholder outreach and plans to continue these engagement efforts in future years. For these reasons, the Board is asking shareholders to again support this say-on-pay proposal. Although the vote we are asking you to cast is non-binding, the Compensation Committee and the Board value the views of our shareholders and will continue to consider the outcome of the vote when determining future compensation arrangements for our named executive officers.

  153. CEO Pay Ratio

    | Our Board of Directors Unanimously Recommends a Vote FOR this Proposal | ✓ |

  154. CEO Pay Ratio

    | Proposal Four: Advisory Vote on Frequency of Future Named Executive Officer Compensation Advisory Votes | |

  155. CEO Pay Ratio

    In Proposal Three, the Company is asking shareholders to cast an advisory vote for the compensation disclosed in this Proxy Statement that we paid in fiscal 2022 to our named executive officers. This advisory vote is referred to as a “say-on-pay” vote. In this Proposal Four, the Board is asking shareholders to cast a non-binding, advisory vote on how frequently we should have say-on-pay votes in the future. Shareholders will be able to mark the enclosed proxy card or voting instruction form on whether to hold say-on-pay votes every one, two or three years. Alternatively, shareholders may abstain from voting. If you “abstain” from voting on this proposal, your shares will not be treated as votes cast with respect to this proposal and, therefore, will have no effect on the outcome of the vote. This vote, like the say-on-pay vote, is not binding on the Board. The Board will consider the interval selected by the highest number of votes cast to be the recommendation of the shareholders. The Board believes at this time that say-on-pay votes should be held annually. Although this advisory vote on frequency is not binding on the Board, the Board values shareholder views as to what is an appropriate frequency for advisory votes on executive compensation.

  156. CEO Pay Ratio

    | Our Board of Directors Unanimously Recommends a Vote for the ONE YEAR Option on this Proposal | ✓ |

  157. CEO Pay Ratio

    | Compensation of Directors | |

  158. CEO Pay Ratio

    For fiscal 2022, each director (other than Messrs. Allison and Weiner) was paid an $85,000 annual retainer and was reimbursed for certain business expenses. In addition, the Presiding Director was paid an additional retainer of $25,000, the Chairperson of the Audit Committee was paid an annual retainer of $35,000 and non-Chair members were paid an annual retainer of $15,000, the Chairperson of the Compensation Committee was paid an annual retainer of $25,000 and non-Chair members were paid an annual retainer of $10,000, the Chairperson of the Inclusion & Diversity Committee was paid an annual retainer of $20,000 and non-Chair members were paid an annual retainer of $10,000, and the Chairperson of the Nominating and Corporate Governance Committee was paid an annual retainer of $20,000 and non-Chair members were paid an annual retainer of $10,000. From time to time, directors may also be compensated for their service on ad hoc committees of the Board. Neither Mr. Allison nor Mr. Weiner received any additional compensation for their respective service on the Board. For 2022, each director (other than Messrs. Allison and Weiner) also received an annual equity award of restricted stock under the EIP with an approximate value of $175,000 on the grant date, which resulted in an annual grant of 474 shares of restricted stock. The restricted stock granted to directors has a one-year vesting period (subject to acceleration in the case of retirement or certain covered transactions, as described under “Potential Post-Employment Payments to Named Executive Officers” above) in accordance with the terms of the Company’s Restricted Stock Agreement for Directors. Directors are eligible for the qualified retirement provision in the Company’s equity awards. For directors, the specified service and age requirements are five years of continuous service and 55 years of age. As of January 1, 2023, Messrs. Brandon, Balson, Federico and Goldman and Ms. Cantor had satisfied these qualified retirement requirements.

  159. CEO Pay Ratio

    | 2022 Director Compensation Summary | | | Annual Retainer | Amount | | Board of Directors | $85,000 | | Presiding Director | $25,000 | | Audit Committee | | | Chairperson | $35,000 | | Member | $15,000 | | Compensation Committee | | | Chairperson | $25,000 | | Member | $10,000 | | Inclusion & Diversity Committee | | | Chairperson | $20,000 | | Member | $10,000 | | Nominating & Corporate Governance Committee | | | Chairperson | $20,000 | | Member | $10,000 |

  160. CEO Pay Ratio

    | Annual Equity Award | Value | | Target grant date fair value | $175,000 | | Award vests on first anniversary of the grant date | |

  161. CEO Pay Ratio

    The directors are eligible to receive the same retainer amounts and equity target value for 2023. Beginning in 2023, directors may elect to receive their annual retainer amounts either entirely in cash or in restricted stock units (in quarterly installments), or in varying increments of each.

  162. CEO Pay Ratio

    | Compensation of Directors (continued) | |

  163. Director Compensation Table for 2022

    Director Compensation Table for 2022 The following table provides information concerning compensation for the Company’s directors during 2022:

  164. Director Compensation Table for 2022

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(2) | Total ($) | | David A. Brandon(3) | 133,334 | 175,252 | — | — | — | 44,932 | 353,519 | | C. Andrew Ballard(4) | 140,417 | 175,252 | — | — | — | 1,625 | 317,293 | | Andrew B. Balson | 112,500 | 175,252 | — | — | — | 3,955 | 291,707 | | Corie S. Barry | 111,250 | 175,252 | — | — | — | 3,929 | 290,431 | | Diana F. Cantor | 122,500 | 175,252 | — | — | — | 4,555 | 302,307 | | Richard L. Federico | 106,250 | 175,252 | — | — | — | 2,777 | 284,279 | | James A. Goldman | 122,500 | 175,252 | — | — | — | 2,605 | 300,357 | | Patricia E. Lopez | 106,250 | 175,252 | — | — | — | 1,564 | 283,066 |

  165. Director Compensation Table for 2022

    | (1) Amounts in the “Stock Awards” column reflect the grant date fair value of grants of restricted stock pursuant to our EIP determined in accordance with ASC 718 and reflect rounding up in the number of shares of restricted stock granted. Assumptions used in the calculation of these amounts are included in Note 9 to the Company’s audited financial statements for the fiscal year ended January 1, 2023 included in the 2022 10-K. |

  166. Director Compensation Table for 2022

    | (2) For Mr. Brandon, the amount in “All Other Compensation” represents $41,319 in reimbursements related to post-employment medical and health benefits pursuant to his prior employment agreement with the Company (as amended from time to time), $3,166 for company-paid premiums for umbrella liability insurance, $1,956 in accrued cash dividends on the vesting of restricted stock, and $447 in purchases of Domino’s food items. For all other directors, the amounts in “All Other Compensation” represent the total of $1,564 in accrued cash dividends on the vesting of restricted stock and their respective purchases of Domino’s food items. |

  167. Director Compensation Table for 2022

    | (3) In his role as the Company’s Executive Chairman effective as of May 1, 2022, Mr. Brandon serves as an employee of the Company and receives additional compensation in connection with such employment, as described under “Certain Transactions Involving Management or 5% or Greater Shareholders.” Prior to Mr. Brandon’s service as Executive Chairman, Mr. Brandon received an annual cash retainer of $225,000, paid in equal monthly installments, as compensation for his service as non-executive Chairman of the Board of Directors, which retainer was pro-rated for his service as non-executive Chairman of the Board of Directors through May 1, 2022. |

  168. Director Compensation Table for 2022

    | (4) Includes compensation received by Mr. Ballard in his role as Presiding Director of the Board of Directors as described above, pro-rated from the May 1, 2022 effective date. |

  169. Non-Qualified Deferred Compensation of Directors

    Non-Qualified Deferred Compensation of Directors The following table provides information on the DCP for directors as of January 1, 2023:

  170. Non-Qualified Deferred Compensation of Directors

    | Name | Director Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($)(3) | | David A. Brandon(4) | 57,918 | — | (369,433) | — | 2,976,081 | | C. Andrew Ballard | — | — | — | — | — | | Andrew B. Balson | 85,000 | — | (190,071) | — | 929,831 | | Corie S. Barry | — | — | — | — | — | | Diana F. Cantor | — | — | — | — | — | | Richard L. Federico | — | — | — | — | — | | James A. Goldman | — | — | (244,755) | — | 1,092,233 | | Patricia E. Lopez | 80,000 | — | (56,808) | — | 411,962 |

  171. Non-Qualified Deferred Compensation of Directors

    | (1) Entire amounts contributed by participants are included as “Fees Earned or Paid in Cash” in the Director Compensation Table above. |

  172. Non-Qualified Deferred Compensation of Directors

    | (2) Reflects dividends, interest and aggregate market-based earnings (loss) on amounts deferred by plan participants. |

  173. Non-Qualified Deferred Compensation of Directors

    | (3) Represents the participant’s account balance as of January 1, 2023, which includes compensation reported in fiscal years 2013-2021, as applicable, as follows: Mr. Brandon $3,287,596, Mr. Balson $1,034,902, Mr. Goldman $1,336,988 and Ms. Lopez $388,771, in each case as adjusted for applicable changes in market value of the notional investment of such amounts. |

  174. Non-Qualified Deferred Compensation of Directors

    | (4) Represents Mr. Brandon’s deferred compensation prior to the commencement of his service as an employee of the Company in connection with his appointment as Executive Chairman of the Board of Directors effective as of May 1, 2022. |

  175. Non-Qualified Deferred Compensation of Directors

    | Compensation of Directors (continued) | |

  176. Non-Qualified Deferred Compensation of Directors

    Under the DCP, beginning in fiscal 2023, a director may irrevocably elect to defer receipt of shares of common stock the director would have received upon vesting of restricted stock units comprising his or her annual retainer and/or annual equity award. The purpose of the plan is to enhance the Company’s ability to attract and retain directors by providing individual financial and tax planning flexibility. Deferred stock resulting from deferrals under the DCP is counted toward meeting the stock ownership requirements for directors of five times their annual retainer fee.

  177. Outstanding Equity Awards of Directors

    Outstanding Equity Awards of Directors The following table shows the number of shares underlying outstanding restricted stock awards and RSUs for the Company’s directors as of January 1, 2023:

  178. Outstanding Equity Awards of Directors

    | Name | Outstanding Stock Awards (#) | | David A. Brandon | 2,895(1) | | C. Andrew Ballard | 474 | | Andrew B. Balson | 474 | | Corie S. Barry | 474 | | Diana F. Cantor | 474 | | Richard L. Federico | 474 | | James A. Goldman | 474 | | Patricia E. Lopez | 474 |

  179. Outstanding Equity Awards of Directors

    | (1) Comprised of an annual equity grant of 474 restricted stock awards for Mr. Brandon’s service as a director and a grant of 2,421 RSUs awarded in connection with his appointment as Executive Chairman of the Board of Directors and resulting employment with the Company effective as of May 1, 2022 as further described under “Certain Transactions Involving Management or 5% or Greater Shareholders.” |

  180. Outstanding Equity Awards of Directors

    | Equity Compensation Plan Information | |

  181. Outstanding Equity Awards of Directors

    The following table sets forth, as of January 1, 2023, the end of the Company’s last fiscal year, (a) the number of securities that could be issued upon exercise of outstanding options under the Company’s equity compensation plans, (b) the weighted-average exercise price of outstanding options under such plans and (c) the number of securities remaining available for future issuance under such plans, excluding securities that could be issued upon exercise of outstanding options and shares of restricted stock, performance shares, RSUs and PSUs that have been issued.

  182. Outstanding Equity Awards of Directors

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column)(1) | | Equity compensation plans approved by shareholders | 817,786(2) | $206.69 | 2,989,115 | | Equity compensation plans not approved by shareholders | — | — | — | | Total | 817,786 | $206.69 | 2,989,115 |

  183. Outstanding Equity Awards of Directors

    | (1) Includes 582,280 shares that may be issued under the ESPDP as previously approved by the Company’s shareholders and registered under registration statements filed by the Company on August 23, 2004 (with respect to 1,000,000 shares) and May 26, 2011 (with respect to an additional 500,000 shares). |

  184. Outstanding Equity Awards of Directors

    | (2) Consists of 672,142 options, 3,792 shares of restricted stock, 22,882 performance share awards and 118,970 RSUs and PSUs (assuming the target performance for PSUs) currently awarded under the EIP. The weighted average exercise price above does not take such shares of restricted stock, performance share awards, RSUs or PSUs into account. |

  185. Board of Directors

    Board of Directors