DOMINOS PIZZA INC Stock Compensation Disclosure
The Company’s current equity incentive plan, named the Domino’s Pizza, Inc. 2004 Equity Incentive Plan (the “2004 Equity Incentive Plan”), benefits certain of the Company’s employees and members of the Company’s Board of Directors. As of December 28, 2025, the maximum number of shares that may be granted under the 2004 Equity Incentive Plan is 15,600,000 shares of voting common stock of which 2,004,315 shares were authorized for grant but have not been granted.
The cost of all employee stock options, as well as other equity-based compensation arrangements, is reflected in the consolidated statements of income based on the estimated fair value of the awards and is amortized over the requisite service period of each award. All non-cash equity-based compensation expense amounts are recorded in general and administrative expense. The Company accounts for forfeitures as they occur.
The Company recorded total non-cash equity-based compensation expense of $44.6 million, $43.3 million and $37.5 million in 2025, 2024 and 2023, respectively. The Company recorded a deferred tax benefit related to non-cash equity-based compensation expense of $6.1 million, $6.8 million and $6.3 million in 2025, 2024 and 2023, respectively.
Stock Options
As of December 28, 2025, the number of stock options granted and outstanding under the 2004 Equity Incentive Plan was 424,286 options. Stock options granted in fiscal 2016 through fiscal 2020 were granted with an exercise price equal to the market price at the date of the grant, expire ten years from the date of grant and generally vested over four years from the date of grant, generally subject to the holder’s continued employment. Stock options granted after fiscal 2020 were granted with an exercise price equal to the market price at the date of the grant, expire ten years from the date of grant and generally vest over three years from the date of grant, generally subject to the holder’s continued employment. Additionally, all stock options granted become fully exercisable upon vesting. These awards also contain provisions for accelerated vesting upon the retirement of the holders that have achieved specific service and age requirements.
Stock option activity related to the 2004 Equity Incentive Plan is summarized as follows:
|
|
Common Stock Options |
|
|||||||||||||
|
|
Outstanding |
|
|
Weighted |
|
|
Weighted |
|
|
Aggregate |
|
||||
|
|
|
|
|
|
|
|
(Years) |
|
|
(In thousands) |
|
||||
Stock options at January 1, 2023 |
|
|
672,142 |
|
|
$ |
206.69 |
|
|
|
|
|
|
|
||
Stock options granted |
|
|
104,711 |
|
|
|
300.16 |
|
|
|
|
|
|
|
||
Stock options forfeited or expired |
|
|
(11,973 |
) |
|
|
351.89 |
|
|
|
|
|
|
|
||
Stock options exercised |
|
|
(78,532 |
) |
|
|
110.22 |
|
|
|
|
|
|
|
||
Stock options at December 31, 2023 |
|
|
686,348 |
|
|
$ |
229.45 |
|
|
|
|
|
|
|
||
Stock options granted |
|
|
46,098 |
|
|
|
443.90 |
|
|
|
|
|
|
|
||
Stock options forfeited or expired |
|
|
(3,728 |
) |
|
|
348.25 |
|
|
|
|
|
|
|
||
Stock options exercised |
|
|
(270,424 |
) |
|
|
133.21 |
|
|
|
|
|
|
|
||
Stock options at December 29, 2024 |
|
|
458,294 |
|
|
$ |
306.85 |
|
|
|
|
|
|
|
||
Stock options granted |
|
|
51,430 |
|
|
|
438.71 |
|
|
|
|
|
|
|
||
Stock options forfeited or expired |
|
|
(8,023 |
) |
|
|
374.94 |
|
|
|
|
|
|
|
||
Stock options exercised |
|
|
(77,415 |
) |
|
|
242.76 |
|
|
|
|
|
|
|
||
Stock options at December 28, 2025 |
|
|
424,286 |
|
|
$ |
333.24 |
|
|
|
5.4 |
|
|
$ |
40,586 |
|
Exercisable at December 28, 2025 |
|
|
321,280 |
|
|
$ |
310.57 |
|
|
|
4.4 |
|
|
$ |
37,225 |
|
The total intrinsic value of stock options exercised was $16.4 million, $93.5 million and $19.6 million in 2025, 2024 and 2023, respectively. Cash received from the exercise of stock options was $18.8 million, $36.0 million and $8.7 million in 2025, 2024 and 2023, respectively. The tax benefit realized from stock options exercised was $1.9 million, $20.8 million and $4.2 million in 2025, 2024 and 2023, respectively.
The Company recorded total non-cash equity-based compensation expense of $7.8 million, $6.7 million and $5.8 million in 2025, 2024 and 2023, respectively, related to stock option awards. As of December 28, 2025, there was $6.2 million of total unrecognized compensation cost related to unvested stock options granted under the 2004 Equity Incentive Plan which will be recognized on a straight-line basis over the related vesting period. This unrecognized compensation cost is expected to be recognized over a weighted average period of 1.7 years.
Management estimated the fair value of each option grant made during 2025, 2024 and 2023 as of the date of the grant using the Black-Scholes option pricing method. The risk-free interest rate is based on the estimated expected life and is estimated based on U.S. Treasury Bond rates as of the grant date. The expected life is based on several factors, including, among other things, the vesting term and contractual term as well as historical experience. The expected volatility is based principally on the historical volatility of the Company’s share price. Option valuation models require the input of highly subjective assumptions and changes in assumptions can significantly affect the estimated fair value of the Company’s stock options.
The weighted average assumptions used in estimating the fair value of each stock option granted in 2025, 2024 and 2023 using the Black-Scholes option pricing method are presented in the following table:
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Risk-free interest rate |
|
|
4.1 |
% |
|
|
4.1 |
% |
|
|
4.0 |
% |
Expected life |
|
5.25 years |
|
|
5.25 years |
|
|
5.25 years |
|
|||
Expected volatility |
|
|
32.0 |
% |
|
|
32.0 |
% |
|
|
32.0 |
% |
Expected dividend yield |
|
|
1.6 |
% |
|
|
1.4 |
% |
|
|
1.6 |
% |
Weighted average fair value per stock option |
|
$ |
134.99 |
|
|
$ |
139.87 |
|
|
$ |
91.25 |
|
Other Equity-Based Compensation Arrangements
The Company granted 3,480 units, 3,322 units and 4,553 units of restricted stock in 2025, 2024 and 2023, respectively, to members of its Board of Directors. Restricted stock units and awards granted to members of the Company’s Board of Directors were granted with a fair value equal to the market price of the Company’s common stock on the grant date and generally vest one year from the date of grant, generally subject to the director’s continued service. These awards also contain provisions for accelerated vesting upon the retirement eligibility of the holders that have achieved specified service and age requirements.
The Company granted 61,840 units, 64,272 units and 125,285 units of restricted stock in 2025, 2024 and 2023, respectively, to certain employees of the Company. These restricted stock units were granted with a fair value equal to the market price of the Company’s common stock on the grant date. These restricted stock units are generally separated into three tranches and have time-based vesting conditions with the last tranche of the award generally vesting three years from the grant date, generally subject to the holder’s continued employment. These awards generally also contain provisions for accelerated vesting upon the retirement of the holders that have achieved specified service and age requirements.
The Company granted 17,349 units, 17,670 units and 37,677 units of performance-based restricted stock units in 2025, 2024 and 2023, respectively, to certain employees of the Company. These restricted stock units were granted with a fair value equal to the market price of the Company’s common stock on the grant date, certain of which were adjusted for the estimated fair value of the market condition included in the award. These performance-based restricted stock units may vest three years from the date of grant, generally subject to the holder’s continued employment, and have time- and performance-based vesting conditions which provide for potential payouts of the target award amount between zero percent and two hundred percent, based on the Company’s three-year achievement as compared to the specified target performance conditions. Certain of the performance-based restricted stock units also include provisions for a potential modifier (upward or downward) based on the Company’s cumulative three-year common stock total shareholder return performance relative to that of a pre-established peer group. These awards contain provisions for full or partial vesting if the holder retires during the performance period, after achieving specified service and age requirements. For the awards with a market condition, Management estimated the fair value of each performance-based restricted stock unit using a Monte-Carlo simulation pricing method. The risk-free interest rate is based on the estimated expected life and is estimated based on U.S. Treasury Bond rates as of the grant date. The Monte-Carlo simulation also includes assumptions for expected volatility based principally on the historical volatility of the Company’s share price, as well as the correlation of the Company’s share price as compared to that of the pre-established peer group.
The weighted average assumptions used in estimating the fair value of the performance-based restricted stock units granted in 2025, 2024 and 2023 that include a market condition using the Monte-Carlo simulation pricing method are presented in the following table:
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Risk-free interest rate |
|
|
4.0 |
% |
|
|
4.3 |
% |
|
|
4.3 |
% |
Expected life |
|
2.81 years |
|
|
2.81 years |
|
|
2.80 years |
|
|||
Expected volatility |
|
|
30.2 |
% |
|
|
30.4 |
% |
|
|
30.2 |
% |
Weighted average fair value per performance-based restricted stock unit |
|
$ |
478.88 |
|
|
$ |
479.39 |
|
|
$ |
306.19 |
|
Activity related to restricted stock units and performance-based restricted stock units awarded under the 2004 Equity Incentive Plan is summarized as follows in the table below. The Company recorded total non-cash equity-based compensation expense of $36.8 million, $36.6 million and $31.7 million in 2025, 2024 and 2023, respectively, related to these restricted stock units and performance-based restricted stock units. As of December 28, 2025, there was $42.0 million of total unrecognized compensation cost related to these restricted stock units and performance-based restricted stock units. The unrecognized compensation cost related to restricted stock units and performance-based restricted stock units is expected to be recognized over a weighted average period of 2.0 years.
|
|
Shares |
|
|
Weighted |
|
||
Nonvested at January 1, 2023 |
|
|
145,644 |
|
|
$ |
381.00 |
|
Shares granted |
|
|
167,515 |
|
|
|
315.51 |
|
Shares forfeited |
|
|
(9,799 |
) |
|
|
354.44 |
|
Shares vested |
|
|
(54,225 |
) |
|
|
368.41 |
|
Nonvested at December 31, 2023 |
|
|
249,135 |
|
|
$ |
341.86 |
|
Shares granted |
|
|
85,264 |
|
|
|
453.64 |
|
Shares forfeited |
|
|
(15,216 |
) |
|
|
362.18 |
|
Shares vested |
|
|
(74,265 |
) |
|
|
356.22 |
|
Nonvested at December 29, 2024 |
|
|
244,918 |
|
|
$ |
373.58 |
|
Shares granted |
|
|
82,669 |
|
|
|
450.71 |
|
Shares forfeited |
|
|
(20,346 |
) |
|
|
400.67 |
|
Shares vested |
|
|
(79,668 |
) |
|
|
370.75 |
|
Nonvested at December 28, 2025 |
|
|
227,573 |
|
|
$ |
404.05 |
|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 23, 2026 | Showing above |
| 2024 | Feb 24, 2025 | |
| 2023 | Feb 23, 2023 | |
| 2022 | Mar 1, 2022 | |
| 2021 | Feb 25, 2021 | |
| 2019 | Feb 20, 2020 | |
| 2018 | Feb 21, 2019 | |
| 2017 | Feb 20, 2018 | |
| 2016 | Feb 25, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.