DPZDomino's

Review and Approval of Related Person Transactions

“The Company reviews relationships and transactions in which the Company and its directors and executive officers or their immediate family members are participants to determine whether such related persons have a direct or indirect material interest. The Company’s legal staff is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether a related person has a direct or indirect material interest in the transaction. The Company does not currently have a specific written policy on the review, approval or ratification of transactions required to be reported under Section 404(a) of Regulation S-K, but the Company has enacted a Code of Business Conduct and Ethics for Directors, Officers and Employees as well as Corporate Governance Principles, both of which contain provisions relating to possible conflicts of interest of employees, directors and officers of the Company. The Company’s Board of Directors is responsible for reviewing potential related person transactions and, in connection with its review, will consider the nature of the related person’s interest in the transaction, the material terms of the transaction, the relative importance of the transaction to the related person, the relative importance of the transaction to the Company, whether the transaction would impair the judgment of a director or officer of the Company and any other matters deemed important, following which it may approve or ratify the transaction in its discretion. As required under SEC rules, transactions with any related person that are determined to be directly or indirectly material are disclosed in this Proxy Statement.”

Read it in the proxy ↗

Time-Sharing Agreement with Russell J. Weiner for Use of Corporate Aircraft

“Domino’s Pizza LLC and Russell J. Weiner entered into a Time-Sharing Agreement dated February 24, 2022 and effective May 1, 2022 under which Mr. Weiner is entitled to 45 hours per year of personal use of the Company aircraft without charge. Mr. Weiner is required to pay the Company for any personal use in excess of the 45 hours at a reimbursement rate set by the Federal Aviation Regulations. Beginning in October 2025, the Company has contracted with a private aircraft service for corporate business travel to replace the Company-owned aircraft. In December 2025, in light of the Company's agreement with the private aircraft service, the Compensation and Human Capital Committee approved use of the contracted private aircraft service for personal use by Mr. Weiner in place of the personal use provided under the Time-Sharing Agreement in the same amount of 45 hours per year, and the Time-Sharing Agreement was accordingly terminated by mutual agreement in the same month. For 2025, Mr. Weiner’s personal use of private aircraft did not exceed the allotted 45 hours and, therefore, he did not reimburse the Company for any excess use.”

Read it in the proxy ↗

Employment of David A. Brandon

“As part of Mr. Brandon’s appointment as the Company’s Executive Chairman, Mr. Brandon serves as an employee of the Company and receives compensation in connection with such employment. In 2025, Mr. Brandon received an annual base salary of $275,000 and had an annual short-term cash incentive award target under the Company’s Team Achievement Dividend (“TAD”) Program of 100% of his base salary and which paid out based on actual performance at the same level as AIP awards. Accordingly, Mr. Brandon earned $275,000 under the Company’s TAD Program in 2025. Mr. Brandon also received an award of RSUs in 2025 with a target grant date fair value of $475,000 and an actual grant date value, as determined in accordance with ASC 718 using the same assumptions as set forth in the footnotes to the applicable tables above, of $475,123. This award was granted in the form of 1,083 RSUs, with such RSUs vesting ratably in annual installments over three years and subject to accelerated vesting in the event Mr. Brandon no longer serves as Executive Chairman prior to the third anniversary of the date of grant, other than in the case of Mr. Brandon’s voluntary resignation. Mr. Brandon is eligible to participate in all benefit programs available to the Company’s employees and is eligible to receive future awards of RSUs. In connection with Mr. Brandon’s prior service as the Company’s Chief Executive Officer, Mr. Brandon and his spouse are entitled to continued medical coverage for the remainder of their respective lives.”

Read it in the proxy ↗