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 31, 2023, 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 2,172,419 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 $37.5 million, $28.7 million and $28.7 million in 2023, 2022 and 2021, respectively. The Company recorded a deferred tax benefit related to non-cash equity-based compensation expense of $6.3 million, $4.9 million and $4.3 million in 2023, 2022 and 2021, respectively.

As of December 31, 2023, the number of stock options granted and outstanding under the 2004 Equity Incentive Plan was 686,348 options. Stock options granted in fiscal 2014 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 vest 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 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 Average Exercise Price		Weighted Average Remaining Life		Aggregate Intrinsic Value
						(Years)		(In thousands)
Stock options at January 3, 2021		832,666		$	160.82
Stock options granted		42,742			367.79
Stock options forfeited		(11,990	)		333.61
Stock options exercised		(199,301	)		98.76
Stock options at January 2, 2022		664,117		$	189.64
Stock options granted		49,716			393.44
Stock options forfeited or expired		(8,712	)		375.23
Stock options exercised		(32,979	)		100.44
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		4.6	$	125,516
Exercisable at December 31, 2023		543,728		$	203.70		3.5	$	113,439

The total intrinsic value of stock options exercised was $19.6 million, $8.8 million and $77.4 million in 2023, 2022 and 2021, respectively. Cash received from the exercise of stock options was $8.7 million, $3.3 million and $19.7 million in 2023, 2022 and 2021, respectively. The tax benefit realized from stock options exercised was $4.2 million, $1.9 million and $17.6 million in 2023, 2022 and 2021, respectively.

The Company recorded total non-cash equity-based compensation expense of $5.8 million, $4.2 million and $5.7 million in 2023, 2022 and 2021, respectively, related to stock option awards. As of December 31, 2023, there was $8.6 million of total unrecognized compensation cost related to unvested stock options granted under the 2004 Equity Incentive Plan which generally 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 1.9 years.

Management estimated the fair value of each option grant made during 2023, 2022 and 2021 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 2023, 2022 and 2021 using the Black-Scholes option pricing method are presented in the following table:


	2023			2022			2021
Risk-free interest rate		4.0	%		2.0	%		1.0	%
Expected life	5.25 years			5.25 years			5.25 years
Expected volatility		32.0	%		31.0	%		30.0	%
Expected dividend yield		1.6	%		1.1	%		1.0	%
Weighted average fair value per stock option	$	91.25		$	109.05		$	93.46

The Company granted 4,553 units, 3,792 shares and 3,292 shares of restricted stock in 2023, 2022 and 2021, 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 holders that have achieved specified service and age requirements. The Company recorded total non-cash equity-based compensation expense of $1.6 million in 2023 and $1.4 million in each of 2022 and 2021, related to these restricted stock grants. As of December 31, 2023, there was $0.1 million of total unrecognized compensation cost related to these restricted stock grants.

The Company granted 125,285 units, 81,739 units and 49,963 units of restricted stock in 2023, 2022 and 2021, 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 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 holders that have achieved specified service and age requirements. The Company recorded total non-cash equity-based compensation expense of $14.1 million, $11.1 million and $5.4 million in 2023 and 2022, respectively, related to these restricted stock units. As of December 31, 2023, there was $24.9 million of total unrecognized compensation cost related to these restricted stock units.

The Company granted 37,677 units, 8,921 units and 6,546 units of performance-based restricted stock in 2023, 2022 and 2021, 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 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 Company recorded total non-cash equity-based compensation expense of $12.8 million, $3.4 million and $1.4 million in 2023, 2022 and 2021, respectively, related to these performance-based restricted stock units. As of December 31, 2023, there was $24.2 million of total estimated unrecognized compensation cost based on current attainment projections related to these performance-based restricted stock units.

The weighted average assumptions used in estimating the fair value of the performance-based restricted stock units granted in 2023, 2022 and 2021 that include a market condition using the Monte-Carlo simulation pricing method are presented in the following table:


	2023			2022			2021
Risk-free interest rate		4.3	%		1.9	%		0.3	%
Expected life	2.80 years			2.81 years			2.75 years
Expected volatility		30.2	%		33.2	%		33.9	%
Weighted average fair value per performance-based restricted stock unit	$	306.19		$	396.87		$	375.85

The Company previously granted performance-based restricted stock to certain employees of the Company. These performance-based restricted stock awards are separated into four tranches and have time-based and performance-based vesting conditions with the last tranche vesting four years from the issuance date, generally subject to the holder’s continued employment. These awards contain provisions for full or partial vesting if holder retires during the performance period, after achieving specified service and age requirements. These awards were considered granted for accounting purposes when the performance target was established, which was generally in the fourth quarter of each year. The Company recorded total non-cash equity-based compensation expense of $3.2 million, $8.0 million and $12.7 million in 2023, 2022 and 2021, respectively, related to these awards. As of December 31, 2023, there was an estimated $0.5 million of total unrecognized compensation cost related to performance-based restricted stock.

In 2018, the Company granted 28,570 shares of restricted stock to two executives of the Company. These awards had a fair value equal to the market price of the Company’s common stock on the grant date and vested in 2022, four years from the date of the grant. The Company recorded total non-cash equity-based compensation expense of $0.6 million in 2022 and $2.1 million in 2021 related to these restricted stock awards.

Activity related to restricted stock awards and units and performance-based restricted stock awards and units awarded under the 2004 Equity Incentive Plan is summarized as follows in the table below. The unrecognized compensation cost related to restricted stock awards and units and performance-based restricted stock awards and units is expected to be recognized over a weighted average period of 2.3 years.


	Shares			Weighted Average Grant Date Fair Value
Nonvested at January 3, 2021		146,762		$	304.69
Shares granted		59,801			382.79
Shares forfeited		(12,924	)		340.94
Shares vested		(48,378	)		287.41
Nonvested at January 2, 2022		145,261		$	339.37
Shares granted		94,452			389.49
Shares forfeited		(18,563	)		375.36
Shares vested		(75,506	)		312.90
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