People

The People

Governance grade: C+. The board finally fixed two visible weaknesses in 2025 — replacing a long-tenured US-based chair with an operator-experienced one, and parting with a CEO whose "pivot to chicken" put him at odds with the board — but it did so only after activist pressure from Browning West and a fifth CEO change in six years. Pay structures and shareholder protections are well-designed on paper; the problem has never been policy, it has been execution, culture, and chair-level succession planning.

The People Running This Company

The senior team that presented the FY2025 results on 10 March 2026 is, with one exception, entirely new to their current roles. Nicola Frampton was promoted from Chief Operations Officer to Interim CEO on 25 November 2025 after the board and Andrew Rennie "mutually agreed" on his exit, and confirmed as permanent CEO on 1 April 2026. Andrew Andrea, formerly CFO of Irish cider and beer maker C&D Group, joined as CFO on 16 March 2026. Ian Bull, the Senior Independent Director since 2019, became Chair at the April 2025 AGM, replacing American non-exec chairman Matt Shattock after five years. In the space of roughly 12 months, DOM has replaced its Chair, CEO and CFO — an unusually concentrated overhaul for a FTSE 250 issuer.

The biggest single change is Shattock out, Bull in as Chair. Shattock — former CEO of Beam Suntory, recruited in March 2020 — presided over four CEOs, an unresolved franchisee war, and the activist letter from Browning West in August 2025. Bull has a narrower CV but the opposite profile: a UK hospitality/leisure CFO, physically in the UK, with six years already on the DOM board. In the FY2025 results release, Bull personally signed off on the cessation of the "second brand" acquisition strategy — a repudiation of Rennie's M&A posture.

What They Get Paid

Executive pay at DOM is modest relative to US QSR peers and relative to the package size the policy would allow. Rennie's FY2024 single-figure total was £1.339m — roughly 80% fixed, 20% variable — and Jamieson's was £0.791m. Neither had any LTIP vesting during FY2024 because the 2022 EPS targets missed entirely; the entire LTIP element came from a 24.03% TSR-driven partial vest (and only for Jamieson; Rennie was not yet at DPG when those grants were made).

The annual bonus mechanics are standard for a UK FTSE 250: 150% of salary maximum for the CEO, 125% for the CFO, with 65% of the opportunity on financial metrics (underlying PBT), 25% on individual strategic scorecards and 10% on sustainability. FY2024 underlying PBT of £107.3m missed the £107.7m target once adjusted for acquisitions (£103.7m adjusted), delivering just 27.7% of the maximum financial element. The CEO earned 45.5% of maximum bonus (£529k) and the CFO 44.0% (£212k). These are not eye-watering outcomes.

The LTIP is a three-year plan with 70% weight on EPS growth and 30% on relative TSR against the FTSE 250 ex-investment trusts. The 2022 award, which was the only LTIP vesting in FY2024, missed EPS entirely (actual underlying EPS of 20.3p vs the 22.13p threshold) and achieved TSR ranked 48th of 154 in the FTSE 250 index, producing a 24.03% overall vest — respectable discipline rather than the near-automatic LTIP awards some UK issuers deliver. Rennie's FY2024 grant was worth £1.55m face value at 200% of salary; Jamieson's was £0.67m at 175%.

Two pay structures are worth flagging. First, Rennie and Jamieson each hold premium-priced options granted on appointment — Rennie over 2,993,518 shares and Jamieson over 704,925 — with a strike set at the greater of £4 or a 33% premium to grant-date market value. These were granted when the shares were at roughly 260-290p; at the 307.6p year-end 2024 price they were substantially under water, and at today's levels they remain out of the money. This is a long-dated, high-hurdle alignment tool, and it is the single biggest source of theoretical upside in the executive package. Whether Rennie's options travel with him after his November 2025 departure will be set out in the 2025 Directors' Remuneration Report.

Second, the Rennie buyout: a £194,932 cash payment made in November 2023 to compensate for an option forfeited when he ceased to be a director of DP Poland plc. Standard UK practice for externally recruited CEOs, and disclosed prominently, but a detail worth knowing given DPG subsequently acquired a 12.1% stake in DP Poland in April 2024 — an adjacent-market investment championed by the same CEO who had just left DP Poland's board.

CEO pay ratio (Option C) came in at 41:1 at the 25th percentile, 37:1 at the median, and 23:1 at the 75th percentile. These are modestly below the FTSE 250 average and have trended down materially from 80:1 / 55:1 / 33:1 in 2021 — a function more of softer CEO variable pay than of any structural levelling.

Shareholder temperature. The 2024 AGM approved the Annual Report on Remuneration with 89.3% in favour. The 2023 GM vote on the new Remuneration Policy itself (which introduced the premium-priced options) drew a materially harder line: 76.7% for, 23.3% against. The Committee logged the result in its "significant vote against" tracking and has not sought a new policy vote since.

Are They Aligned?

DOM has no controlling shareholder. The register is institutional and concentrated, with one activist block, one long-term UK value manager, and three US hedge funds among the top five.

Executive skin in the game is weak

This is the most important alignment issue in the file. The policy requires executive directors to build up shares worth at least 200% of salary within five years. At 29 December 2024:

• Andrew Rennie (CEO) held just 15,000 legally owned shares, worth £46,140 at the year-end price of 307.6p — 10.91% of salary, versus the 200% requirement. Seventeen months into the role, he was nowhere near compliant and there is no public record of him having bought shares in the open market. His leverage to DOM's share price came almost entirely from unvested grants.
• Edward Jamieson (CFO) held 90,383 shares — £278k, or 85.26% of salary. Closer to on-track, and he has modestly added to his position (68,197 shares in Dec 2023).

The CEO was, on any reasonable interpretation, not meaningfully exposed to DOM's stock price until his options and LTIPs vested. Whether that contributed to the strategic conflict that led to his removal is a question the board will want to answer honestly in its 2025 report.

Non-exec shareholdings are mixed. Shattock owned 500,000 shares (unchanged YoY), Diaz Sese 756,908 shares (built up during his tenure as interim CEO and NED), Ian Bull 72,000, Natalia Barsegiyan 20,000, Lynn Fordham 60,000. Tracy Corrigan and Mitesh Patel held nil. The NED register is directionally supportive but thin — nothing on the scale of the Browning West or Capital Group positions, which now drive the governance agenda far more effectively than the NEDs do.

Insider activity

The UK does not have Form 4 and DOM's insider-activity file is empty by design (insider_activity.json confirms: "UK has no Form 4. Director shareholdings disclosed in AR's Directors' Report; transactions disclosed via RNS 'Director/PDMR Shareholding' announcements"). Comparing the two most recent Directors' Reports: Rennie's legal holding was unchanged at 15,000 shares through 2024, and Jamieson increased from 68,197 to 90,383, mostly via DSBP vesting of his 2023 bonus rather than open-market buys. There is no evidence of any insider buying that signalled conviction ahead of the 2025 share price weakness — which is the single behaviour most likely to have reassured the market during the Browning West campaign.

Capital allocation and activist pressure

Browning West is a 5% shareholder founded by Usman Nabi (ex-H Partners), who sat on the DOM board between 2019 and 2023. In August 2025 he wrote to the board as a 5% shareholder asking for a pause on acquisitions and a £100m buyback. DOM responded on 1 September 2025 with a £20m buyback — 20% of the ask. On 25 November 2025, Rennie departed; on the same day, the board also confirmed the second-brand acquisition strategy would not proceed until a new CEO was in place, and in the FY2025 results (March 2026) Bull confirmed "all work on second brand initiatives has been ceased". This is the activist substantially winning the strategic argument.

Meanwhile the board disposed of a 25% stake in Full House for £17.6m in FY2025 (a £9.9m gain), and acquired the remaining stake in Victa DP (Ireland NI JV) for £25.5m taking ownership to 70%. The FY2025 statutory result also absorbed a £10.4m impairment on the 2023 Shorecal (Ireland) acquisition — the transaction that triggered the "acquisitions and disposals" bonus-target adjustment in FY2024. Management's M&A track record over the last two years is, to be charitable, unproven.

Dilution

Dilution from share schemes is tightly controlled by Investment Association guidelines (10% of issued share capital over any 10-year rolling period, with the 2022 LTIP further capped at 5%). DOM satisfies awards with market-purchased shares and has no current intention to issue new shares for employee schemes. This is a genuine positive — dilution has not been, and is not expected to be, a meaningful cost to shareholders.

Related parties

No material related-party transactions were disclosed in the FY2024 accounts. The DP Poland stake raises a theoretical conflict because Rennie was previously on DP Poland's board, but the transaction was approved at board level and Rennie's buyout explicitly compensated him for forfeiting the DP Poland option, removing the direct economic link.

Skin-in-the-game score: 4 / 10

The score reflects three offsetting facts. CEO/CFO direct equity ownership is visibly below policy, especially for Rennie. Policy design (200% minimum requirement, 5-year post-vest holdings, DSBP deferral, premium-priced options with high strike prices, clawback and malus) is genuinely good. But external activist pressure from Browning West, not the board's own incentive system, is what reshaped capital allocation in 2025. A governance system that needs an activist to impose discipline is not aligned by default.

Board Quality

The nine-person board as disclosed in the FY2024 Annual Report already overstates continuity — Usman Nabi (H Partners) and Stella David had both stepped down before FY2024 close, and Shattock departed at the April 2025 AGM. The board that will sign off FY2025 is effectively the matrix below.

Independence is real. Six of the seven non-exec directors are independent under the UK Code. The one ambiguity is Elias Diaz Sese, who served as interim CEO for ten months and continues as INED — the Code permits this but notes independence "may be questioned". In practice Diaz Sese is the board's most specific QSR-operator voice alongside Barsegiyan and is a useful counterweight to an internally-promoted CEO.

Committee quality is adequate. The Audit Chair role (Ian Bull, now Chair-elect) and the Remuneration Chair role (Barsegiyan) are both properly qualified; the Sustainability Chair (Corrigan) is the weakest link on substantive industry expertise.

The two real weaknesses are CEO succession and activist responsiveness. Five CEOs in six years is not succession planning — it is recurring failure to pick the right leader. The interim-CEO-to-permanent-CEO internal promotion of Frampton in April 2026 is the first internal succession DOM has executed cleanly, and it remains to be seen whether she (with no prior CEO experience) is the right long-term choice or a safe-hands bridge while the board rebuilds.

Diversity. Following Stella David's departure, female representation fell to 33% (below the 40% listing-rule target). Mitesh Patel's appointment restored the single minority-ethnic-background director. The Frampton appointment moves a female into one of the top four senior positions for the first time, partially addressing the FCA Listing Rule 9.8.6R(9) target.

The Verdict

Grade: C+. DOM's governance machinery works, and in 2025 it finally worked decisively — a new Chair, a new CEO, a new CFO, a £20m buyback, and the quiet burial of the second-brand strategy — but each of those decisions was extracted either by activist pressure (Browning West), by operational underperformance (FY2025 EBITDA -6.6%, underlying PBT -15%) or by the Chair's belated recognition that his hand-picked CEO was strategically off-script. That is not terrible governance. It is not leadership governance either.

Strongest positives. Clean, concentrated, institutional register with a vocal activist block that is now aligned with the board's revised direction. Pay policy with serious high-hurdle instruments (premium-priced options at £4 strike, meaningful EPS/TSR gates). Low dilution risk. An Audit chair and Remuneration chair with appropriate backgrounds. The franchisee relationship, which dominated governance commentary 2019-2022, is now a settled relationship (Memorandum of Understanding signed December 2024) rather than an open wound.

Real concerns. Five CEOs in six years. Executive shareholdings nowhere near the 200% policy target for the role that matters most. The board has not yet re-run the 2023 remuneration policy vote despite the 23.3% against. Mitesh Patel is the only non-white director on a board of nine.

What would trigger an upgrade to B. Two clean financial years under Frampton with bonus and LTIP outcomes at target or better; open-market share purchases by Frampton and Andrea that take them above the 100%-of-salary threshold before the five-year policy deadline; and a successful, non-token re-vote on the remuneration policy at the 2027 AGM.

What would trigger a downgrade to C. A sixth CEO change before FY2027; a new second-brand or adjacent-market acquisition attempt before shareholder mandate is unambiguously refreshed; or a Browning West escalation to requisitioning directors.