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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On August 3, 2020, Domino’s Pizza, Inc. (the “Company”) appointed Stuart A. Levy, who has served as the Company’s Executive Vice President, Supply Chain Services since January 2019, as the Company’s Executive Vice President and Chief Financial Officer, effective as of August 20, 2020 (the “Effective Date”). Mr. Levy will succeed Jeffrey D. Lawrence, who previously announced his intention to retire from the Company and who will remain as the Company’s Executive Vice President and Chief Financial Officer until the Effective Date. Mr. Levy will be the principal financial officer of the Company, effective as of the time of his appointment as Executive Vice President and Chief Financial Officer. Steven J. Goda, the Company’s Vice President—Chief Accounting Officer and Treasurer, will continue to serve as the Company’s principal accounting officer.
Prior to joining the Company in January 2019, Mr. Levy served as Executive Vice President, Chief Transformation Officer for Republic Services, Inc. since 2015. Prior to joining Republic Services, Mr. Levy spent 13 years with Bain & Company and served as a partner from 2008 to 2014. He holds a degree in Mechanical Engineering and Materials Science and a Master of Business Administration degree from Duke University.
In connection with his appointment, the Company entered into an amended and restated employment agreement with Mr. Levy effective as of the Effective Date (the “Employment Agreement”), setting forth the terms of his employment, including:
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annual base salary of $475,000;
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target annual performance incentive award of 100% of his base salary under the terms and conditions of the Domino’s Pizza Senior Executive Annual Incentive Plan; and
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target annual equity incentive award of 100% of his base salary under the terms and conditions of the Domino’s Pizza, Inc. 2004 Equity Incentive Plan, as amended (the “EIP”).
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If Mr. Levy is terminated by the Company without cause or terminates his employment with the Company for good reason, he will be entitled to severance in the amount of his then-current annual base salary for twelve months. In addition, on the Effective Date, Mr. Levy received an equity grant with a grant date value of $30,000 consisting of (i) a stock option grant with a grant date value of $15,000, and (ii) a performance share award with a grant date value of $15,000, under the terms and conditions of the EIP. This grant was intended to bring the grant date value of equity awards made to Mr. Levy during the current fiscal year to a value equal to approximately 100% of his annual base salary.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Employment Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 6, 2020.
In connection with Mr. Levy’s appointment as the Company’s Executive Vice President and Chief Financial Officer, the Company appointed Cynthia A. Headen as the Company’s Executive Vice President, Supply Chain Services, effective as of the Effective Date. Ms. Headen joined the Company in 2015 as Vice President of Procurement and Product Management and in 2018 was promoted to Senior Vice President of Global Procurement and Supply Chain Operations. Prior to joining the Company, Ms. Headen spent nearly 15 years with PepsiCo USA, where she was responsible for global procurement. Ms. Headen holds a degree in Metallurgical Engineering from Lehigh University.