8-K
DOMINOS PIZZA INC false 0001286681 0001286681 2026-06-17 2026-06-17
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) June 17, 2026

 

 

Domino’s Pizza, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

 

001-32242   38-2511577
(Commission File Number)   (I.R.S. Employer Identification No.)

 

30 Frank Lloyd Wright Drive

Ann Arbor, Michigan

  48105
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code (734) 930-3030

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of Each Class

 

Trading
Symbol

 

Name of Each Exchange

on Which Registered

Domino’s Pizza, Inc. Common Stock, $0.01 par value   DPZ   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Transition of Russell J. Weiner to Board Executive Chairman; Retirement of David A. Brandon; Appointment of Joseph H. Jordan as Chief Executive Officer

On June 17, 2026, Russell J. Weiner informed Domino’s Pizza, Inc. (the “Company”) that he will retire as the Company’s Chief Executive Officer effective at 11:59 p.m. ET on September 30, 2026. In connection with the foregoing, Mr. Weiner will assume the role of Executive Chairman Designate of the Board of Directors of the Company (the “Board”), and, subject to his re-election to the Board by the Company’s shareholders at the 2027 annual meeting of shareholders (which is currently expected to occur on or about April 27, 2027), will thereafter serve as Executive Chairman of the Board.

In connection with the foregoing transition, David A. Brandon has informed the Company that he will not stand for re-election to the Board at the Company’s 2027 annual meeting of shareholders and will retire from the Board and his employment with the Company effective as of the expiration of his current term on or about April 27, 2027. In connection with his retirement, Mr. Brandon will cease serving as Executive Chairman effective immediately prior to the commencement of the Company’s 2027 annual meeting of shareholders.

On June 19, 2026, the Board appointed Joseph H. Jordan, age 53, to serve as the Company’s next Chief Executive Officer and as a director on the Board, effective at 12:00 a.m. ET on October 1, 2026, at which time Mr. Jordan will be designated as the Company’s principal executive officer. Mr. Jordan has served as the Company’s Chief Operating Officer and President – Domino’s U.S. since March 2025. In this role, Mr. Jordan has overseen the Company’s domestic operations and marketing, as well as global services, including technology. Mr. Jordan has been with the Company since 2011 and has served in a number of leadership positions, including President – U.S. and Global Services from May 2022 to March 2025, Executive Vice President – International from April 2018 to April 2022, and Senior Vice President and Chief Marketing Officer from May 2015 to April 2018. Prior to joining the Company, Mr. Jordan served as Senior Director of Marketing at PepsiCo North America. He also held marketing roles at Philips Electronics and Unilever and was previously a consultant with Accenture.

On June 19, 2026, the Company entered into an employment agreement with Mr. Jordan (the “Jordan Employment Agreement”) that will become effective on October 1, 2026. The Jordan Employment Agreement provides for, among other things:

 

   

an annual base salary of $925,000;

 

   

a target annual incentive bonus opportunity of 200% of his base salary under the terms of the Domino’s Pizza Senior Executive Annual Incentive Plan; and

 

   

eligibility to receive annual equity awards under the Domino’s Pizza, Inc. 2004 Equity Incentive Plan, as amended (the “EIP”), at target levels to be determined by the Compensation and Human Capital Committee of the Board, as well as a grant of restricted stock units (“RSUs”) with a target value of approximately $3,000,000 to be granted under the EIP in connection with his promotion, which RSUs will vest on an annual basis over five years from the date of grant, generally subject to Mr. Jordan’s continued employment.

In connection with Mr. Jordan’s appointment as the Company’s next Chief Executive Officer, the terms of his existing and future equity awards granted under the EIP were modified to increase the age threshold from 55 to employment with the Company through December 31, 2031 for purposes of eligibility for the retirement vesting provisions contained in his equity awards if Mr. Jordan terminates his employment with the Company without good reason. Mr. Jordan will still qualify for these retirement vesting provisions if his employment with the Company is terminated as a result of his death or disability, is terminated by the Company without cause or is terminated by Mr. Jordan for good reason at a time when he has attained at least age 55. The terms and conditions of all issued and outstanding equity awards previously granted to Mr. Jordan under the EIP will otherwise remain unchanged and in full force and effect. Mr. Jordan will also be entitled to use of aircraft in accordance with the terms of the Jordan Employment Agreement.

On June 19, 2026, the Company entered into a letter agreement with Mr. Weiner (the “Weiner Letter Agreement”) providing for his continued employment and compensation in connection with the transition described above and in his role as Executive Chairman. The Weiner Letter Agreement provides for, among other things:

 

   

continued compensation and benefits during the transition period;

 

   

ongoing eligibility for incentive compensation and equity awards, subject to the terms set forth therein; and

 


   

post-employment lifetime medical coverage.

Additional Information

The foregoing descriptions of the Jordan Employment Agreement and the Weiner Letter Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are attached hereto as exhibits and incorporated herein by reference.

 

Item 7.01

Other Events.

On June 22, 2026, the Company issued a press release relating to the matters described above in Item 5.02. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01 of Form 8-K and Exhibit 99.1 attached hereto are being furnished pursuant to Item 7.01 of Form 8-K and therefore shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

Forward-Looking Statements

Statements in this report that are not strictly historical in nature constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve significant risks and uncertainties and you should not place considerable reliance on such statements. Important factors that could cause actual results to differ materially from our expectations are more fully described in our filings with the Securities and Exchange Commission, including under the section headed “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025. All forward-looking statements speak only as of the date hereof and should be evaluated with an understanding of their inherent uncertainty. Except as required under federal securities laws and the rules and regulations of the Securities and Exchange Commission, or other applicable law, we will not undertake, and specifically disclaim, any obligation to publicly update or revise any forward-looking statements to reflect events or circumstances arising after the date hereof, whether as a result of new information, future events or otherwise. You are cautioned not to place undue reliance on the forward-looking statements included herein or that may be made elsewhere from time to time by, or on behalf of, us. All forward-looking statements are qualified in their entirety by this cautionary statement.

 

Item 9.01.

Financial Statements and Exhibits.

 

Exhibit
Number
   Description
10.1    Employment Agreement dated as of June 19, 2026 by and between Domino’s Pizza, Inc. and Joseph H. Jordan.
10.2    Letter Agreement dated as of June 19, 2026 by and between Domino’s Pizza, Inc. and Russell J. Weiner.
99.1    Domino’s Pizza, Inc. press release, dated June 22, 2026.
104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    DOMINO’S PIZZA, INC.
    (Registrant)
Date: June 22, 2026    

/s/ Ryan K. Mulally

    Name:   Ryan K. Mulally
    Title:   Executive Vice President, General Counsel and Corporate Secretary
EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of June 19, 2026 by and between Domino’s Pizza, Inc., a Delaware corporation (the “Company”), and Joseph H. Jordan (the “Executive”), and is effective as of 12:00 a.m. ET on October 1, 2026 (the “Effective Date”).

WHEREAS, the Executive possesses certain experience and expertise that qualifies him to provide the direction and leadership required by the Company; and

WHEREAS, the Company desires to employ the Executive as Chief Executive Officer of the Company and the Executive wishes to accept such employment.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound hereby, the Company and the Executive agree as follows:

1. Position and Duties.

(a) Effective as of the Effective Date, the Executive will be employed by the Company, on a full-time basis, as its Chief Executive Officer (“CEO”). In such capacity, the Executive shall be responsible for the Company’s operations and financial performance and the coordination of the Company’s strategic direction. In addition, for as long as the Executive is employed by the Company as its CEO, the Executive shall be nominated to serve as a member of the Company’s Board of Directors (the “Board”) and, if so elected by the Company’s shareholders, shall serve as a member of the Board without further compensation. In addition, the Executive will serve from time to time if requested as a director or officer of one or more of the Company’s Affiliates, without further compensation.

(b) The Executive shall be subject to the direction of the Board and shall have such other powers, duties and responsibilities consistent with the Executive’s position as CEO as may from time to time be prescribed by the Board. The Executive agrees to perform the duties of his position and such other duties as so prescribed by the Board from time to time. The Executive also agrees that, while employed by the Company, he will devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business interests of the Company and its Affiliates and to the discharge of his duties and responsibilities for them.

(c) The Executive agrees that, while employed by the Company, (i) he will comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to his position, as in effect from time to time and (ii) he will not engage in any other business activity or serve in any industry, trade, professional, governmental, political, charitable or academic position, except for such directorships or other positions which he currently holds and has disclosed to the Board and except as otherwise may be approved in advance by the Board.

2. Compensation and Benefits. During the Executive’s employment hereunder, as compensation for all services performed by the Executive for the Company and its Affiliates, the Company will provide the Executive the following compensation and benefits:

(a) Base Salary. The Company will pay the Executive a base salary at the rate of Nine Hundred and Twenty-Five Thousand Dollars ($925,000) per year, payable in accordance with the regular payroll practices of the Company and subject to increase from time to time by the Board or the Compensation Committee of the Board (the “Committee”), in its or their discretion (as adjusted, from time to time, the “Base Salary”).

(b) Bonus Compensation. For each fiscal year completed during the Executive’s employment under this Agreement, the Executive will be eligible to participate in the Company’s Senior Executive Annual Incentive Plan or such other annual bonus plan maintained by the Company for its executives, as it may be amended from time to time pursuant to the terms thereof (the “Plan”) and shall be eligible for annual bonus awards thereunder (each, an “Annual Bonus”). The Executive’s target bonus will be two hundred percent

 

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(200%) of the Base Salary, with the actual amount of any such Annual Bonus to be determined by the Board or the Committee in its respective discretion, based on the performance against goals and/or targets established by the Board. In order to receive any Annual Bonus hereunder, the Executive must be employed through the date that such Annual Bonus is paid, except as otherwise provided in Section 5(b).

(c) Equity Compensation.

(i) Annual Grants. The Executive shall be eligible for stock and other equity-based incentive compensation awards under the Company’s 2004 Equity Incentive Plan, as it may be amended or superseded from time to time (the “Stock Plan”), subject to review and approval by the Board or the Committee. In addition, the Executive shall be eligible to receive a grant of equity awards upon commencement of service as CEO, with such grant to have a target grant date value approximately equal to Three Million Dollars ($3,000,000), to be granted under the Stock Plan in the form of restricted stock units and evidenced by an award agreement approved by the Committee, to vest on an annual basis over five years from the date of grant, generally subject to continued employment, and to have such other terms and conditions to be determined by the Committee.

(ii) Change to Retirement Provisions in Existing and Future Awards. As a condition to accepting employment as CEO, the Executive has agreed to modify the terms and conditions of (i) any and all previously issued and outstanding equity awards granted to him under the Stock Plan (which include performance-based restricted stock units, restricted stock units, and non-qualified stock options (collectively, “Outstanding Awards”)) and (ii) any and all future awards granted to him under the Stock Plan, including for the avoidance of doubt any equity grant provided for in Section 2(c)(i) above, but only if such awards contain retirement vesting provisions substantially similar to those contained in award agreements for the Outstanding Awards in effect on the date hereof, by changing the age requirement for him to qualify for “retirement”, “grandfathered retirement” or “early retirement” treatment, which accelerates the service-based vesting of any unvested equity granted under the Stock Plan, from age 55 to employment with the Company through December 31, 2031 under circumstances in which the Executive terminates his employment with the Company without “Good Reason” pursuant to Section 4(d) below; provided, that: (1) the Executive will still qualify for “retirement” or “grandfathered retirement” treatment on or after attainment of age 55 if his employment with the Company (a) is terminated as a result of his death or disability pursuant to Section 4(e) below, (b) is terminated by the Company without Cause pursuant to Section 4(b) below, or (c) is terminated by the Executive for “Good Reason” pursuant to Section 4(c) below; and (2) for the avoidance of doubt, the foregoing change is only intended to limit the Executive’s right to enjoy the benefit of accelerated service-based vesting for purposes of “retirement”, “grandfathered retirement” or “early retirement” treatment as described above, and is not intended to modify in any respect or to limit in any way the Executive’s right to exercise any vested stock options in accordance with the original terms of any existing or future award agreement upon the Executive’s qualification for “retirement”, “grandfathered retirement” or “early retirement” without regard to the changes contemplated in this Section 2(c)(ii) on or after attainment of age 55. Except as otherwise provided for in this Section 2(c)(ii), the terms and conditions of all equity award agreements evidencing the Outstanding Awards under the Stock Plan shall remain unchanged and in full force and effect.

(d) Participation in Employee Benefit Plans. The Executive will be entitled to participate in all employee benefit plans from time to time in effect for employees of the Company generally, except to the extent such plans are duplicative of benefits otherwise provided to the Executive under this Agreement (e.g., a severance pay plan). The Executive’s participation will be subject to the terms of the applicable plan documents and generally applicable Company policies, as the same may be in effect from time to time, and any other restrictions or limitations imposed by law.

(e) Vacations. The Executive will be entitled to vacation days in accordance with the policies of the Company, as in effect from time to time. Vacation may be taken at such times and intervals as the Executive shall determine, subject to the business needs of the Company.

 

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(f) Business Expenses. The Company will pay or reimburse the Executive for all reasonable business expenses, including without limitation the cost of first class air travel, incurred or paid by the Executive in the performance of his duties and responsibilities for the Company, subject to any maximum annual limit and other restrictions on such expenses set by the Company and to such reasonable substantiation and documentation as may be specified by the Company from time to time.

(g) Other Benefits

(i) The Company shall provide the Executive with its standard directors and officers insurance and personal liability protection.

(ii) The Company acknowledges its obligation to furnish the Executive (which for purposes of this subsection (g)(ii) includes the Executive’s spouse, family and guests when accompanying him), with transportation during the term hereof that provides him with security to address bona fide business-oriented security concerns, and shall, at the Company’s expense, make available to the Executive, private aircraft for business and personal use at his discretion, which may be in the form of FlexJet or a similar aircraft provider; provided, that any such personal use shall be limited to forty-five (45) hours per calendar year (the “Yearly Aircraft Hours”). For personal use of private aircraft in excess of the Yearly Aircraft Hours, the Executive shall reimburse the Company for the expenses charged to the Company by the aircraft provider with respect to such personal use.

(iii) The Company shall annually pay for or reimburse the Executive for the cost of a physical examination and health evaluation performed by a licensed medical doctor, subject to such reasonable substantiation and documentation requirements as to cost as may be specified by the Company from time to time.

(iv) The Company shall pay or reimburse the Executive for his reasonable legal fees and expenses incurred in connection with the review of this Agreement and other agreements referred to herein in an aggregate amount not to exceed Ten Thousand Dollars ($10,000). Such payment or reimbursement shall occur as soon as reasonably practicable and in no event later than the last day of the calendar year following the calendar year in which such fees and expenses were incurred.

3. Confidential Information and Restricted Activities.

(a) Confidential Information. During the course of the Executive’s employment with the Company, the Executive will learn of Confidential Information, and will develop Confidential Information on behalf of the Company and its Affiliates. The Executive agrees that he will not use or disclose to any Person (except as required by applicable law or for the proper performance of his regular duties and responsibilities for the Company) any Confidential Information obtained by the Executive incident to his employment or any other association with the Company or any of its Affiliates. The Executive agrees that this restriction will continue to apply after his employment terminates, regardless of the reason for such termination. For the avoidance of doubt, (i) nothing contained in this Agreement limits, restricts or in any other way affects the Executive’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity (or requires prior notice to the Company of the same) and (ii) the Executive will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, the Executive may be held liable if he unlawfully accesses trade secrets by unauthorized means.

(b) Protection of Documents. All documents, records and files, in any media of whatever kind and description, relating to the business, present or otherwise, of the Company or any of its Affiliates, and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by the Executive, shall be the sole and exclusive property of the Company. The Executive agrees to safeguard all Documents and to surrender to the Company, at the time his employment terminates or at such earlier time or times as the Board

 

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or its designee may specify, all Documents then in his possession or control. The Executive also agrees to disclose to the Company, at the time his employment terminates or at such earlier time or times as the Board or its designee may specify, all passwords necessary or desirable to obtain access to, or that would assist in obtaining access to, any information which the Executive has password-protected on any computer equipment, network or system of the Company or any of its Affiliates.

(c) Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) his full right, title and interest in and to all Intellectual Property. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company (or as otherwise directed by the Company) and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company or any of its Affiliates for time spent in complying with these obligations. All copyrightable works that the Executive creates during his employment shall be considered “work made for hire” and shall, upon creation, be owned exclusively by the Company.

(d) Restricted Activities. The Executive agrees that the following restrictions on his activities during his employment are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of the Company and its Affiliates:

(i) While the Executive is employed by the Company and during the longer of (A) the eighteen (18)-month period immediately following termination of his employment or (B) the applicable Severance Term during which the Executive is entitled to severance benefits under Section 5(b) of this Agreement (in the aggregate, the “Restricted Period”), the Executive will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, in any capacity similar or related to the capacity in which the Executive has been employed by the Company or any of its Affiliates (which includes without limitation any executive capacity), engage in or compete with, or undertake any planning to engage in or compete with, any business conducted or in active planning to be conducted by the Company or any of its Affiliates at any time during the Executive’s employment with the Company or, with respect to the portion of the Restricted Period that follows termination of the Executive’s employment, at the time of such termination, in any geographic area where the Company or any of its Affiliates conducts or is actively planning to conduct business at any time during the Executive’s employment with the Company or, with respect to the portion of the Restricted Period that follows termination of the Executive’s employment, at the time of such termination. Notwithstanding the foregoing, passive ownership of not more than five percent (5%) of any class of equity security of any publicly held corporation shall not, of itself, constitute a violation of this Section 3(d)(i).

(ii) During the Restricted Period, the Executive will not, directly or indirectly, (a) solicit or encourage any customer, franchisee, vendor, supplier or other business partner of the Company or any of its Affiliates to terminate or diminish his, her or its relationship with any of them or (b) seek to persuade any such customer, franchisee, vendor, supplier or other business partner, or any prospective customer, franchisee, vendor, supplier, or other business partner of the Company or any of its Affiliates, to conduct with anyone else any business or activity which such business partner or prospective business partner conducts or could conduct with the Company or any of its Affiliates; provided, however, that these restrictions shall apply (y) only with respect to those Persons who are or have been a business partner of the Company or any of its Affiliates at any time within the twenty-four (24)-month period immediately preceding the activity restricted by this Section 3(d)(ii) or whose business has been solicited on behalf of the Company or any of its Affiliates by any of their officers, employees or agents within such twenty-four (24)-month period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has performed work for such Person during his employment with the Company or any of its Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with the Company or one of its Affiliates or has had access to Confidential Information which would assist in his solicitation of such Person.

 

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(iii) During the Restricted Period, the Executive will not, directly or indirectly, (a) hire or engage, or solicit for hiring or engagement, any employee of the Company or any of its Affiliates or seek to persuade any such employee to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish his, her or its relationship with any of them. For the purposes of this Section 3(d)(iii), an “employee” or an “independent contractor” of the Company or any of its Affiliates is any Person who was such at any time during the twenty-four (24)-month period immediately preceding the activity restricted by this Section 3(d)(iii).

(e) During the Restricted Period and at all times thereafter, the Executive will not disparage or criticize the Company or its Affiliates, or any of their respective businesses, management, products or services, and the Executive will not otherwise do or say anything that could disrupt the good morale of employees of the Company or any of its Affiliates or harm the interests or reputation of the Company or any of its Affiliates. Notwithstanding the foregoing, nothing herein shall prevent the Executive from testifying truthfully in any legal or administrative proceeding where such testimony is compelled or requested, or from otherwise complying with applicable legal requirements, or limit or restrict the Executive’s right to make disclosures of information as otherwise provided in the last sentence in Section 3(a).

(f) In signing this Agreement, the Executive gives the Company assurance that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on the Executive under this Section 3. The Executive agrees without reservation that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The Executive further agrees that, were the Executive to breach any of the covenants contained in this Section 3, the damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that the Company, in addition and not in the alternative to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any such covenants, without having to post bond, together with an award of its reasonable attorneys’ fees incurred in enforcing its rights hereunder. The Executive further agrees that the Restricted Period shall be tolled, and shall not run, during the period of any breach by the Executive of any of the covenants contained in this Section 3. The Executive and the Company further agree that, in the event that any provision of this Section 3 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. It is also agreed that each of the Company’s Affiliates shall have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, including without limitation pursuant to this Section 3. No claimed breach of this Agreement or other violation of law attributed to the Company or any of its Affiliates, or change in the nature or scope of the Executive’s employment or other relationship with the Company or any of its Affiliates, shall operate to excuse the Executive from the performance of his obligations under this Section 3.

4. Termination of Employment. The Executive’s employment under this Agreement shall continue until terminated pursuant to this Section 4. Upon any termination of the Executive’s employment, the Executive agrees to resign from: (i) all officer positions that he holds with the Company or its Affiliates, including as CEO, and (ii) membership on the Board and from membership on any other boards of directors, boards of managers or other governing boards or bodies of the Company or its Affiliates.

(a) By the Company For Cause. The Company may terminate the Executive’s employment for Cause upon notice to the Executive setting forth in reasonable detail the nature of the Cause. For purposes of this Agreement, “Cause” shall mean the occurrence of any of the following, as determined by the Board in its reasonable judgment: (i) the Executive’s material failure to perform (other than by reason of disability), or substantial negligence in the performance of, the Executive’s duties and responsibilities to the Company or any of its Affiliates; (ii) the Executive’s material breach of this Agreement or any other agreement between the Executive and the Company or any of its Affiliates (collectively, a “Breach”), provided that the Executive fails

 

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to correct the condition(s) constituting the Breach, if correctable, within thirty (30) days following receipt of written notice from the Board of the existence of the condition(s) claimed to constitute the Breach; (iii) the Executive’s commission of, or plea of nolo contendere to, a felony or other crime involving moral turpitude; or (iv) other conduct by the Executive that is or could reasonably be expected to be materially harmful to the business interests or reputation of the Company or any of its Affiliates.

(b) By the Company Without Cause. The Company may terminate the Executive’s employment at any time other than for Cause upon notice to the Executive.

(c) By the Executive for Good Reason. The Executive may terminate his employment for Good Reason; provided, that (i) the Executive provides written notice to the Company, setting forth in reasonable detail the nature of the condition giving rise to Good Reason, within thirty (30) days of the initial existence of such condition, (ii) the condition remains uncured by the Company for a period of thirty (30) days following such notice and (iii) the Executive terminates his employment, if at all, not later than thirty (30) days after the expiration of such cure period. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following adverse employment actions without the Executive’s consent: (A) material diminution in the nature and scope of the Executive’s responsibilities, duties or authority; provided, however, that the Company’s failure to continue the Executive’s appointment or election as a director or officer of any of its Affiliates and any diminution of the business of the Company or any of its Affiliates shall not constitute Good Reason, (B) the Company’s material reduction in the Base Salary (other than an across-the-board reduction that affects other similarly situated executives of the Company) or (C) the Company’s relocation of the Executive’s primary place of work to a location that increases the Executive’s one-way commute by more than fifty (50) miles; for the avoidance of doubt, a Covered Transaction (as defined in the Stock Plan) shall not, in and of itself, constitute an event of Good Reason under this Agreement.

(d) By the Executive Without Good Reason. The Executive may terminate his employment without Good Reason at any time upon ninety (90) days’ notice to the Company. The Board may elect to waive such notice period or any portion thereof.

(e) Death and Disability. The Executive’s employment hereunder shall automatically terminate in the event of the Executive’s death during employment. The Company may terminate the Executive’s employment, upon notice to the Executive, in the event that the Executive becomes disabled during his employment hereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result, is unable to perform substantially all of his duties and responsibilities hereunder (notwithstanding the provision of any reasonable accommodation) for a period of ninety (90) days during any period of three hundred sixty-five (365) consecutive days. If any question shall arise as to whether the Executive is disabled to the extent that he is unable to perform substantially all of his duties and responsibilities for the Company and its Affiliates, the Executive shall, at the Company’s request, submit to a medical examination by a physician selected by the Company to whom the Executive or the Executive’s guardian, if any, has no reasonable objection to determine whether the Executive is so disabled, and such determination shall for purposes of this Agreement be conclusive of the issue. If such a question arises and the Executive fails to submit to the requested medical examination, the Board’s good faith, reasonable determination of the issue shall be binding on the Executive.

5. Other Matters Related to Termination.

(a) Final Compensation. In the event of termination of the Executive’s employment with the Company, howsoever occurring, the Company shall pay the Executive (i) the Base Salary for the final payroll period of his employment, through the date his employment terminates; and (ii) reimbursement, in accordance with Section 2(f) hereof, for business expenses incurred by the Executive but not yet paid to the Executive as of the date his employment terminates; provided, that the Executive submits all expenses and supporting documentation required within sixty (60) days of the date his employment terminates; and provided, further, that such expenses are reimbursable under Company policies then in effect (all of the foregoing, “Final Compensation”). Except as otherwise provided in Section 5(a)(iii), Final Compensation will be paid to the Executive within thirty (30) days following the date of termination or such shorter period required by law.

 

Page 6 of 11


(b) Severance Payments.

(i) In the event of any termination of the Executive’s employment pursuant to Section 4(b) or Section 4(c) above, in each case outside of the Change in Control Period (as defined below), the Company will pay or deliver to the Executive, in addition to Final Compensation, (A) the Base Salary for a period of eighteen (18) months following the date of termination (the “Severance Term”); (B) promptly following termination and in all events within thirty (30) days thereof, any unpaid portion of any Annual Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been paid (the “Prior Year Bonus”); (C) at the times the Company pays its executives bonuses generally, but no later than two and one half (212) months after the end of the fiscal year in which the Annual Bonus is earned, an amount equal to that portion of any Annual Bonus earned but unpaid during the fiscal year of such termination (pro-rated based on the number of days during the applicable fiscal year for which the Executive was employed as CEO) (the “Pro-Rata Bonus”); and (D) provided that the Executive elects continuation of health coverage pursuant to Section 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), an amount equal to the monthly COBRA premiums for the Severance Term; provided, however, that such payments will cease upon the Executive’s entitlement to other health insurance without charge (the payments and other benefits described in subsections (A)-(D), the “Severance Payments”). Notwithstanding the foregoing, in the event that the Company’s payment or reimbursement under this Section 5(b)(i) would subject the Executive or the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), the Executive and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A, to restructure such benefit. Notwithstanding the foregoing, in the event of any termination of the Executive’s employment pursuant to Section 4(b) or Section 4(c) above, in each case during the Change in Control Period (as defined below), the Executive will be entitled to the Severance Benefits, as modified to reflect a Severance Term of a period of twenty-four (24) months following the date of the Executive’s termination. The term “Change in Control Period” shall mean the period beginning three (3) months prior to, and continuing for twelve (12) months immediately following the consummation of a Covered Transaction (as defined in the Stock Plan).

(ii) In the event of any termination of the Executive’s employment pursuant to Section 4(e) above, the Company will pay or deliver to the Executive, in addition to Final Compensation, the Prior Year Bonus and the Pro-Rata Bonus.

(c) Conditions To And Timing Of Severance Payments. Any obligation of the Company to provide the Executive the Severance Payments is conditioned on his signing and returning, without revoking, to the Company a timely and effective separation agreement containing a general release of claims and other customary terms in the form provided to the Executive by the Company at the time that the Executive’s employment terminates (the “Separation Agreement”). The Separation Agreement must become effective, if at all, by the sixtieth (60th) calendar day following the date the Executive’s employment terminates. Any Severance Payments to which the Executive is entitled will be payable in the form of salary continuation in accordance with the normal payroll practices of the Company. The first such payment will be made on the Company’s next regular payday following the expiration of the date that is six (6) months from the date of termination and in an amount equal to six (6) times the Executive’s monthly base compensation in effect at the date of termination, but will be retroactive to the day following such date of termination.

(d) Benefits Termination. Except as described in Section 5(b)(i)(D) and any additional right the Executive may have under COBRA or other applicable law to continue participation in the Company’s group health and dental plans at his cost, the Executive’s participation in all employee benefit plans shall terminate in accordance with the terms of the applicable benefit plans based on the date of termination of his employment, without regard to any continuation of the Base Salary or other payment to the Executive following termination of his employment, and the Executive shall not be eligible to earn vacation or other paid time off following the termination of his employment.

 

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(e) Survival. Provisions of this Agreement shall survive any termination of employment if so provided in this Agreement or if necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation the Executive’s obligations under Section 3 of this Agreement. The obligation of the Company to make payments to the Executive under Section 5(b), and the Executive’s right to retain the same, are expressly conditioned upon his continued full performance of his obligations under Section 3 of this Agreement. Upon termination by either the Executive or the Company, all rights, duties and obligations of the Executive and the Company to each other shall cease, except as otherwise expressly provided in this Agreement.

6. Timing of Payments and Section 409A.

(a) Notwithstanding anything to the contrary in this Agreement, if at the time the Executive’s employment terminates, the Executive is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6)-month period or, if earlier, upon the Executive’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (B) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (C) other amounts or benefits that are not subject to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).

(b) For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Company to be a specified employee under Treasury regulation Section 1.409A-1(i).

(c) Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments.

(d) Any payment or reimbursement for expenses that would constitute nonqualified deferred compensation subject to Section 409A shall be subject to the following additional rules: (i) the amount of expenses eligible for payment or reimbursement during any calendar year shall not affect the expenses eligible for payment or reimbursement in any other calendar year, (ii) payment or reimbursement shall be made not later than December 31 of the calendar year following the calendar year in which the expense or payment was incurred, and (iii) the right to payment or reimbursement shall not be subject to liquidation or exchange for any other benefit.

(e) In no event shall the Company have any liability relating to the failure or alleged failure of any payment or benefit under this Agreement to comply with, or be exempt from, the requirements of Section 409A.

7. Definitions. For purposes of this Agreement, the following definitions apply:

Affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by management authority, equity interest or otherwise; provided, however, that for purposes of Section 3(d) hereof, “Affiliates” means the direct and indirect subsidiaries of the Company.

 

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Confidential Information” means any and all information of the Company and its Affiliates that is not generally available to the public. Confidential Information also includes any information received by the Company or any of its Affiliates from any Person with any understanding, express or implied, that it will not be disclosed. Confidential Information does not include information that enters the public domain, other than through the Executive’s breach of his obligations under this Agreement or any other agreement between the Executive and the Company or any of its Affiliates.

Intellectual Property” means inventions, discoveries, developments, methods, processes, compositions, works, concepts and ideas (whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by the Executive (whether alone or with others, whether or not during normal business hours or on or off Company premises) during the Executive’s employment that relate either to the business of the Company or any of its Affiliates or to any prospective activity of the Company or any of its Affiliates or that result from any work performed by the Executive for the Company or any of its Affiliates or that make use of Confidential Information or any of the equipment or facilities of the Company or any of its Affiliates.

Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust or any other entity or organization, other than the Company or any of its Affiliates.

8. Conflicting Agreements. The Executive hereby represents and warrants that his signing of this Agreement and the performance of his obligations under it will not breach or be in conflict with any other agreement to which the Executive is a party or is bound, and that the Executive is not now subject to any covenants against competition or similar covenants or any court order that could affect the performance of his obligations under this Agreement. The Executive agrees that the Executive will not disclose to or use on behalf of the Company any confidential or proprietary information of a third party without that party’s consent.

9. Withholding. All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company to the extent required by applicable law.

10. Assignment. Neither the Executive nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, the Company may assign its rights and obligations under this Agreement without the Executive’s consent to one of its Affiliates or to any Person with whom the Company shall hereafter effect a reorganization, consolidate or merge, or to whom the Company shall hereafter transfer all or substantially all of its properties or assets. This Agreement shall inure to the benefit of and be binding upon the Executive and the Company, and each of their respective successors, executors, administrators, heirs and permitted assigns.

11. Severability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

12. Miscellaneous. This Agreement sets forth the entire agreement between the Executive and the Company, and replaces all prior and contemporaneous communications, agreements and understandings, written or oral, with respect to the terms and conditions of the Executive’s employment, including without limitation, as of the Effective Date, the Amended and Restated Employment Agreement by and between the Executive and Domino’s Pizza LLC, dated as of March 2, 2022 (the “Prior Agreement”). Notwithstanding the foregoing, (i) the Prior Agreement will continue in full force and effect until the Effective Date and (ii) nothing contained in this Agreement will limit or supersede any prior effective assignment of intellectual property rights by the Executive to the Company or any of its Affiliates, under the Prior Agreement or otherwise. For the avoidance of doubt, the Executive hereby acknowledges and agrees that the termination of the Prior Agreement on the Effective Date will not constitute a termination of employment thereunder or entitle the Executive to any severance or other termination-related pay or benefits. Any amount due or payable under this Agreement may be paid by the Company or one or more of its Affiliates. This Agreement may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by the Executive and an expressly authorized representative of the Board. The headings and captions in this Agreement are for convenience only

 

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and in no way define or describe the scope or content of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which may be executed and transmitted by DocuSign, facsimile, electronic mail, or other means of electronic transmission, each of which shall be an original, and all of which together shall constitute one and the same instrument. This is a Michigan contract and shall be governed and construed in accordance with the laws of the State of Michigan, without regard to any conflict of laws principles that would result in the application of the laws of any other jurisdiction. The Executive agrees that any dispute shall be brought only in, and the Executive agrees to submit to the exclusive jurisdiction of, the courts of and in the state of Michigan in connection with any dispute arising out of, connected with, or relating to this Agreement or the Executive’s employment or other association with the Company or the termination of the same.

13. Notices. Any notices provided for in this Agreement shall be in writing and shall be effective when (a) delivered (i) in person, (ii) by depositing in the United States mail, postage prepaid, or (iii) by email (so long as the sender of such email receives a delivery confirmation from the recipient’s email server indicating that the recipient did receive such email) and (b) addressed to the Executive at his last known address on the books of the Company or, in the case of the Company, to it at its principal place of business, attention of the Board Chair, or to such other address as either party may specify by notice to the other actually received.

14. Clawback. The Executive acknowledges and agrees that he has received and understands the Company’s Policy for Recoupment of Incentive Compensation, effective as of October 2, 2023, as the same may be amended and/or superseded and in effect from time to time (the “Clawback Policy”), and that the Executive is subject to, and will comply with, the Clawback Policy during and after his employment, in accordance with its terms.

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IN WITNESS WHEREOF, this Agreement has been executed by the Company, by its duly authorized representative, and by the Executive, as of the date first above written.

 

THE EXECUTIVE:      THE COMPANY:

/s/ Joseph H. Jordan

     By:   

/s/ David A. Brandon

Name: Joseph H. Jordan         Name: David A. Brandon
        Title: Executive Chairman of the Board of Directors

 

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EX-10.2

Exhibit 10.2

June 19, 2026

Mr. Russell J. Weiner

 

Re:

Letter Agreement

Dear Mr. Weiner,

Reference is made to the amended and restated employment agreement by and among you and Domino’s Pizza, Inc., a Delaware corporation (the “Company”), and Domino’s Pizza LLC, a Michigan limited liability company, effective as of May 1, 2022 (the “Employment Agreement”). Capitalized terms not defined in this letter agreement have the meanings given to them in the Employment Agreement. Subject to earlier termination as provided therein, your employment with the Company under the Employment Agreement will continue until 11:59 p.m. ET on September 30, 2026. By entering into this letter agreement with the Company (the “Letter Agreement”), and provided your employment with the Company has not earlier terminated, you agree that your employment with the Company will continue without interruption under the terms and conditions of this Letter Agreement, effective as of 12:00 a.m. ET on October 1, 2026 (the “Effective Date”), as follows:

 

  1.

Position. Subject to the provisions of Section 3(b), you will be employed by the Company as its Executive Chairman Designate for the period commencing on the Effective Date and continuing until immediately after the conclusion of the Company’s 2027 annual meeting of stockholders (the period of your employment hereunder, the “Term”). In this position, you will not be an executive officer of the Company.

Subject to your re-election to the Board at the Company’s 2027 annual meeting of stockholders, you will be appointed by the Board to serve as Executive Chairman commencing immediately following the 2027 annual meeting, and in such role, you will serve as an employee of the Company. The compensation, benefits, and other terms applicable to your service as Executive Chairman following the 2027 annual meeting will be established by the Compensation and Human Capital Committee of the Board and/or the Board and will be determined at or prior to such time.

 

  2.

Compensation and Benefits.

 

  a.

Base Salary. During the Term, the Company will pay you a base salary at the rate of One Hundred and Forty Thousand Dollars ($140,000) per year, payable in accordance with the payroll practices of the Company for its executives (the “Base Salary”). In addition, as a non-executive member of the Board, you will be eligible for a prorated portion of the One Hundred Thousand Dollars ($100,000) annual cash retainer payable to directors for service on the Board.

 

  b.

Subject to your re-election to the Board at the Company’s 2027 annual meeting of stockholders, you will be appointed by the Board to serve as Executive Chairman commencing immediately following the 2027 annual meeting, and in such role, you will serve as an employee of the Company. The compensation, benefits, and other terms applicable to your service as Executive Chairman following the 2027 annual meeting will be established by the Compensation and Human Capital Committee of the Board and/or the Board and will be determined at or prior to such time. Bonus Compensation. For fiscal year 2026, you will continue to be eligible to participate in the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof (the “Plan”) and shall remain eligible for an annual bonus award thereunder with a target Bonus opportunity of two hundred percent (200%) of your base salary as most recently in effect under the Employment Agreement prior to the Effective Date. For fiscal year 2027, you will be eligible to participate in the Company’s Team Achievement Dividend (“TAD”) Program, subject to the terms and requirements of the Program, with a target opportunity equal to one hundred percent (100%) of your Base Salary.

 

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  c.

Benefits.

 

  i.

During the Term, you will continue to be eligible for (i) vacation benefits as described in Section 4.4 of the Employment Agreement, (ii) participation in Company employee benefit plans as described in Section 4.5 of the Employment Agreement, and (iii) business expense reimbursement as described in Section 4.6 of the Employment Agreement.

 

  ii.

Following termination of your employment for any reason, the Company shall furnish you during your lifetime, and to your spouse during her lifetime, medical coverage at least equivalent to that being provided by the Company at the time of your termination (the “Health Benefit”). The Company shall provide such postemployment Health Benefit at the level required herein through the purchase of an individual health insurance policy on you and your spouse. When you and your spouse, as applicable, become eligible for Medicare, the coverage or reimbursement provided by the Company shall be limited to the cost of supplemental Medicare insurance to provide the Health Benefit. For purposes of this Section 2(c)(ii), “spouse” shall mean your spouse at the time of termination of your employment.

 

  3.

Termination of Services and Severance Benefits.

 

  a.

You acknowledge and agree that the continuation of your employment as described in this Letter Agreement will not constitute a termination of your employment by the Company without Cause or as a result of an event constituting Good Reason under the Employment Agreement and that you are not entitled to any severance or other benefits under Sections 5.4 or 5.5 of the Employment Agreement.

 

  b.

The Company may terminate your employment hereunder at any time, with or without Cause, upon notice to you. In the event of a termination of your employment for any reason during the Term, the Company shall have no obligation or liability to you for severance or other benefits, other than for Base Salary earned but unpaid through the date of termination, the Health Benefit and any existing rights with respect to outstanding equity grants that you hold under the Stock Plan, in accordance with the terms thereof and any applicable award agreements.

 

  4.

Confidential Information and Restricted Activities.

 

  a.

Confidential Information. During the course of your continued employment with the Company, you will learn of Confidential Information, and will develop Confidential Information on behalf of the Company and its Affiliates. You agree that you will not use or disclose to any Person (except as required by applicable law or for the proper performance of your regular duties and responsibilities for the Company) any Confidential Information obtained by you incident to your employment or any other association with the Company or any of its Affiliates. You agree that this restriction will continue to apply after your employment terminates, regardless of the reason for such termination. For the avoidance of doubt, (i) nothing contained in this Letter Agreement limits, restricts or in any other way affects your communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity (or requires prior notice to the Company of the same) and (ii) you will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, you may be held liable if you unlawfully access trade secrets by unauthorized means.

 

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  b.

Protection of Documents. All documents, records and files, in any media of whatever kind and description, relating to the business, present or otherwise, of the Company or any of its Affiliates, and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by you, shall be the sole and exclusive property of the Company. You agree to safeguard all Documents and to surrender to the Company, at the time your employment terminates or at such earlier time or times as the Board or its designee may specify, all Documents then in your possession or control. You also agree to disclose to the Company, at the time your employment terminates or at such earlier time or times as the Board or its designee may specify, all passwords necessary or desirable to obtain access to, or that would assist in obtaining access to, any information which you have password-protected on any computer equipment, network or system of the Company or any of its Affiliates.

 

  c.

Assignment of Rights to Intellectual Property. You shall promptly and fully disclose all Intellectual Property to the Company. You hereby assign and agree to assign to the Company (or as otherwise directed by the Company) your full right, title and interest in and to all Intellectual Property. You agree to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company (or as otherwise directed by the Company) and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. You will not charge the Company or any of its Affiliates for time spent in complying with these obligations. All copyrightable works that you create during your employment shall be considered “work made for hire” and shall, upon creation, be owned exclusively by the Company.

 

  d.

Restricted Activities. You agree that the following restrictions on your activities during and after your employment are necessary to protect the goodwill, Confidential Information, trade secrets and other legitimate interests of the Company and its Affiliates:

 

  i.

While you are employed by the Company and during the twenty-four (24) month period immediately following termination of your employment, regardless of the reason therefor (in the aggregate, the “Restricted Period”), you will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, in any capacity similar or related to the capacity in which you have been employed by the Company or any of its Affiliates (which includes without limitation any executive capacity), engage in or compete with, or undertake any planning to engage in or compete with, any business conducted or in active planning to be conducted by the Company or any of its Affiliates at any time during your employment with the Company or, with respect to the portion of the Restricted Period that follows termination of your employment, at the time of such termination, in any geographic area where the Company or any of its Affiliates conducts or is actively planning to conduct business at any time during your employment with the Company or, with respect to the portion of the Restricted Period that follows termination of your employment, at the time of such termination. Notwithstanding the foregoing, passive ownership of not more than five percent (5%) of any class of equity security of any publicly held corporation shall not, of itself, constitute a violation of this Section 4(d)(i).

 

  ii.

During the Restricted Period, you will not, directly or indirectly, (a) solicit or encourage any customer, franchisee, vendor, supplier or other business partner of the Company or any of its Affiliates to terminate or diminish his, her or its relationship with any of them or (b) seek to persuade any such customer, franchisee, vendor, supplier or other business partner, or any prospective customer, franchisee, vendor, supplier, or other business partner of the Company or any of its Affiliates, to conduct with anyone else any business or activity which such business partner or prospective business partner conducts or could conduct with the Company or any of its Affiliates; provided, however, that these restrictions shall apply (y) only with respect to those Persons who are or have been a business partner of the

 

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  Company or any of its Affiliates at any time within the twenty-four (24)-month period immediately preceding the activity restricted by this Section 4(d)(ii) or whose business has been solicited on behalf of the Company or any of its Affiliates by any of their officers, employees or agents within such twenty-four (24)-month period, other than by form letter, blanket mailing or published advertisement, and (z) only if you have performed work for such Person during your employment with the Company or any of its Affiliates or been introduced to, or otherwise had contact with, such Person as a result of your employment or other associations with the Company or one of its Affiliates or have had access to Confidential Information which would assist in your solicitation of such Person.

 

  iii.

During the Restricted Period, you will not, directly or indirectly, (a) hire or engage, or solicit for hiring or engagement, any employee of the Company or any of its Affiliates or seek to persuade any such employee to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish his, her or its relationship with any of them. For the purposes of this Section 4(d)(iii), an “employee” or an “independent contractor” of the Company or any of its Affiliates is any Person who was such at any time during the twenty-four (24)-month period immediately preceding the activity restricted by this Section 4(d)(iii).

 

  e.

During the Restricted Period and at all times thereafter, you will not disparage or criticize the Company or its Affiliates, or any of their respective businesses, management, products or services, and you will not otherwise do or say anything that could disrupt the good morale of employees of the Company or any of its Affiliates or harm the interests or reputation of the Company or any of its Affiliates. Notwithstanding the foregoing, nothing herein shall prevent you from testifying truthfully in any legal or administrative proceeding where such testimony is compelled or requested, or from otherwise complying with applicable legal requirements, or limit or restrict your right to make disclosures of information as otherwise provided in the last sentence in Section 4(a).

 

  f.

In signing this Letter Agreement, you give the Company assurance that you have carefully read and considered all the terms and conditions of this Letter Agreement, including the restraints imposed on you under this Section 4. You agree without reservation that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. You further agree that, were you to breach any of the covenants contained in this Section 4, the damage to the Company and its Affiliates would be irreparable. You therefore agree that the Company, in addition and not in the alternative to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by you of any such covenants, without having to post bond, together with an award of its reasonable attorneys’ fees incurred in enforcing its rights hereunder. You further agree that the Restricted Period shall be tolled, and shall not run, during the period of any breach by you of any of the covenants contained in this Section 4. You and the Company further agree that, in the event that any provision of this Section 4 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. It is also agreed that each of the Company’s Affiliates shall have the right to enforce all of your obligations to that Affiliate under this Letter Agreement, including without limitation pursuant to this Section 4. No claimed breach of this Letter Agreement or other violation of law attributed to the Company or any of its Affiliates, or change in the nature or scope of your employment or other relationship with the Company or any of its Affiliates, shall operate to excuse you from the performance of your obligations under this Section 4.

 

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  5.

Withholding. All payments made by the Company under this Letter Agreement shall be reduced by any tax or other amounts required to be withheld by the Company under applicable law.

 

  6.

Miscellaneous. Section 13 and Sections 14.1 through 14.4 of the Employment Agreement shall continue in effect as if included directly in this Letter Agreement.

 

  7.

Entire Agreement. This Letter Agreement constitutes the entire agreement between the parties and supersedes all prior communications, agreements and understandings, written or oral, with the Company, its Affiliates or any of their predecessors, with respect to the terms and conditions of your employment, excluding, for the avoidance of doubt, any previously granted equity award agreements under the Stock Plan and Sections 4.4, 4.5, 4.6, 13 and 14.1-14.4 of the Employment Agreement, but only to the extent those sections prescribe terms and conditions that are applicable under this Letter Agreement. Notwithstanding the foregoing, (i) the Employment Agreement will continue in full force and effect until the Effective Date and (ii) nothing contained in this Letter Agreement will limit or supersede any prior effective assignment of intellectual property rights by you to the Company or any of its Affiliates or any confidentiality, non-disparagement, cooperation, non-competition, non-solicitation, no-hire or other restrictive covenants, under the Employment Agreement or otherwise.

 

  8.

Choice of Law and Forum. This is a Michigan contract and shall be governed and construed in accordance with the laws of the State of Michigan, without regard to any conflict of laws principles that would result in the application of the laws of any other jurisdiction. You agree that any dispute shall be brought only in, and you agree to submit to the exclusive jurisdiction of, the courts of and in the state of Michigan in connection with any dispute arising out of, connected with, or relating to this Letter Agreement or your employment or other association with the Company or the termination of the same.

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If you agree with the foregoing, please so indicate by signing the enclosed copy of this Letter Agreement in the space indicated below and returning it to the Company, whereupon this Letter Agreement will take effect as of the date hereof.

 

THE EXECUTIVE:      THE COMPANY:

/s/ Russell J. Weiner

     By:   

/s/ David A. Brandon

Name: Russell J. Weiner         Name: David A. Brandon
        Title: Executive Chairman of the Board of Directors

 

Page 6 of 6

EX-99.1

Exhibit 99.1

 

Media Relations Contact:

Jenny Fouracre

734-930-3620

jenny.fouracre@dominos.com

   LOGO

FOR IMMEDIATE RELEASE

Domino’s Announces CEO Succession Plan

 

Joe Jordan to Become Chief Executive Officer

Russell Weiner to Retire as CEO and Become Executive Chairman

David Brandon to Retire from the Board Following 28 Years of Service

ANN ARBOR, Mich., June 22, 2026Domino’s Pizza Inc. (Nasdaq: DPZ), the largest pizza company in the world, today announced that Russell Weiner has informed the Company’s Board of Directors of his intention to retire as Chief Executive Officer following a distinguished career with Domino’s. Consistent with its multi-year succession planning process, the Domino’s Board of Directors has appointed Joe Jordan, currently Chief Operating Officer and President – Domino’s U.S., as Chief Executive Officer, effective October 1, 2026. Jordan will also join the Company’s Board of Directors at that time. Russell Weiner will transition from Chief Executive Officer to Executive Chairman Designate on October 1, 2026, and become Executive Chairman following the Company’s 2027 annual shareholder meeting. David Brandon, Executive Chairman, will retire and not stand for reelection to the Board in 2027, concluding 28 years of service to Domino’s.

“Joe is a proven leader whose experience spans virtually every aspect of our business,” said David Brandon, Executive Chairman. “After a thoughtful succession planning process, the Board unanimously concluded that Joe is the right leader to serve as Domino’s next CEO. He embodies Domino’s culture of developing leaders from within, has earned the trust of franchisees across our global system and is uniquely qualified to guide the Company through its next phase of growth. At the same time, Russell is one of the most innovative, strategic leaders in our industry, and Domino’s will continue to benefit from his creativity, franchisee relationships and extensive knowledge of the QSR category in his role as Executive Chairman.”

Joe Jordan has spent nearly 15 years in leadership roles across Domino’s marketing, U.S. and international operations, technology and franchisee support. He has built a proven track record of driving growth and innovation across the business, from delivering strong same store sales growth to leading Domino’s international business through a period of record expansion, opening more than 3,000 stores worldwide during his tenure. Most recently, he has overseen key strategic initiatives, including the relaunch of the Company’s loyalty and e-commerce platforms and the launch of Domino’s global digital marketplace partnerships, leveraging strong relationships across the Company’s system.

“I am honored by the Board’s confidence and grateful for the opportunity to lead Domino’s,” said Joe Jordan, Chief Operating Officer and President – Domino’s U.S. “What makes Domino’s special is the strength of the people behind the brand, starting with our franchisees and including our team members and leaders around the world. I have also been fortunate to work closely with Russell over the past four years and am grateful for his leadership and contributions to Domino’s. I look forward to continuing to benefit from his experience and perspective in his role on the Board. Domino’s is one of the most innovative and resilient global systems in the restaurant industry and I am excited to build that foundation as we focus on reaccelerating growth and continuing to deliver delicious pizza and exceptional value to customers worldwide.”


Russell Weiner will continue serving as Chief Executive Officer through September 30, 2026, after which he will become Executive Chairman Designate until Domino’s annual shareholder meeting in April 2027, when he will assume the role of Executive Chairman. Mr. Weiner will help ensure continuity as the Company transitions to its next generation of leadership and will provide counsel to Joe Jordan and the Board, supporting Domino’s continued growth leveraging his 18 years with the brand.

“Since joining Domino’s in 2008, Russell has played a pivotal role in the Company’s growth and success,” said David Brandon. “Among his many contributions to the brand prior to becoming CEO, Russell led the highly successful, and somewhat infamous, “Pizza Turnaround” campaign that was launched in 2010 and created many years of positive momentum for our brand and business. As CEO, Russell was the architect of the Hungry for MORE strategy, which continues to drive sales and store growth and expand Domino’s dominant market share of the pizza category. During his tenure as CEO, the Company achieved net store growth of more than 3,200 locations, increased global retail sales by nearly $3 billion, and delivered close to a 30% increase in operating income. We owe Russell a great debt of thanks for his leadership and many accomplishments and look forward to his continued involvement as Executive Chairman of the Board.”

David Brandon will retire from the Board and as Executive Chairman following the Company’s 2027 annual shareholder meeting. He has served as Chairman of Domino’s Board of Directors since 1999 and as Executive Chairman since 2022. He also served as Chief Executive Officer from 1999 to 2010. During his 28 years of leadership and board stewardship, Brandon helped transform Domino’s into a global category leader, guiding the Company from its 2004 initial public offering through a period of significant international expansion and technological innovation, including the introduction of online ordering, Domino’s Tracker and mobile ordering.

“Dave’s impact on Domino’s cannot be overstated,” said Russell Weiner, Chief Executive Officer. “He led the Company through its transformation from a domestic pizza chain to a global technology and delivery leader, championing the digital innovations that revolutionized how customers order pizza. Beyond his strategic vision, Dave has been an invaluable mentor to countless leaders across our system. His relentless focus on franchisee success and operational excellence has shaped the culture that drives Domino’s today, and his legacy will endure for generations to come.”

With a leadership team that combines deep operational expertise, strategic vision and strong franchisee relationships, Domino’s enters its next chapter focused on accelerating growth, strengthening its global leadership position and continuing to raise the bar on delicious food at renowned value for customers around the world.

About Domino’s Pizza®

Founded in 1960, Domino’s Pizza is the largest pizza company in the world, with a significant business in both delivery and carryout. It ranks among the world’s top public restaurant brands with a global enterprise of more than 22,300 stores in over 90 markets. Domino’s had global retail sales of over $20.4 billion in the trailing four quarters ended March 22, 2026. Its system is comprised of independent franchise owners who accounted for 99% of Domino’s stores as of the end of the first quarter of 2026. In the U.S., Domino’s generated more than 85% of U.S. retail sales in 2025 via digital channels and has developed many innovative ordering platforms.

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