DEF 14A of Dine Brands Global, Inc., Mar 29, 2024

DEF 14A of Dine Brands Global, Inc.

Filed Mar 29, 2024 · FY20230001193125-24-082105

Open on EDGAR

  1. Your Vote is Important

    | | Page | | 2023 Option Exercises and Stock Vested | 41 | | 2023 Nonqualified Deferred Compensation | 41 | | Employment Agreements | 42 | | Potential Payments Upon Termination or Change in Control | 45 | | CEO Pay Ratio | 47 | | Pay vs. Performance Comparison | 49 | | Equity Compensation Plan Information | 53 | | Compensation Committee Interlocks and Insider Participation | 54 | | Information about our Executive Officers | 55 | | Audit-Related Matters | 56 | | Report of the Audit Committee | 56 | | Independent Auditor Fees | 57 | | Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditor | 58 | | Matters to Be Voted Upon at the Annual Meeting | 59 | | PROPOSAL ONE: ELECTION OF DIRECTORS | 59 | | PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE CORPORATION’S INDEPENDENT AUDITOR FOR THE 2024 FISCAL YEAR | 63 | | PROPOSAL THREE: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE CORPORATION’S NAMED EXECUTIVE OFFICERS | 63 | | PROPOSAL FOUR: A STOCKHOLDER PROPOSAL REGARDING CLIMATE CHANGE POLICIES AND CLIMATE CHANGE RISK DISCLOSURES | 64 | | PROPOSAL FIVE: A STOCKHOLDER PROPOSAL REGARDING GROUP-HOUSED PORK | 67 | | Proposals of Stockholders | 69 | | Householding of Proxy Materials | 70 | | Other Business | 71 | | Appendix A | A-1 | | Reconciliation of Non-GAAP Financial Measures | A-1 |

  2. Board of Directors Committees and Their Functions

    Board of Directors Committees and Their Functions The Board of Directors has three standing committees, each of which operates under a written charter approved by the Board of Directors: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each member of these committees is an independent director in accordance with the NYSE listing standards and the applicable rules and regulations of the SEC. The Audit Committee Charter, the Compensation Committee Charter, and the Nominating and Corporate Governance Committee Charter can be found in the Corporate Governance section of the Corporation’s website, http://www.dinebrands.com. Printed copies are also available at no charge upon request to the Secretary at Dine Brands Global, Inc., 10 West Walnut Street, 5th Floor, Pasadena, California 91103, (866) 995-DINE.

  3. Board of Directors Committees and Their Functions

    | 12 | |

  4. Board of Directors Committees and Their Functions

    | 2024 PROXY STATEMENT | | CORPORATE GOVERNANCE |

  5. Board of Directors Committees and Their Functions

    The chart below identifies directors who are members and chairs of each committee as of the date of this proxy statement, the principal functions of each committee and the number of meetings held by each committee during 2023. The Board of Directors believes that committee rotation fosters the sharing of new perspectives and enables directors with diverse skills and experiences to focus on different areas of oversight. The Nominating and Corporate Governance Committee regularly considers committee rotation and makes recommendations to the Board of Directors as appropriate.

  6. Board of Directors Committees and Their Functions

    | Name of Committee and Membership | Principal Functions and Responsibilities | | Audit Committee Douglas M. Pasquale, Chair* Howard M. Berk Susan M. Collyns (resigning as of March 31, 2024) Richard J. Dahl Martha C. Poulter Arthur F. Starrs Matthew T. Ryan (appointed as of March 1, 2024) | • Appoint and oversee the work of the independent auditor in preparing or issuing an audit report or performing other audit, review or attest services for the Corporation. • Review and discuss annual audited financial statements and quarterly financial statements, as well as Form 10-Ks and Form 10-Qs. Review and discuss earnings press releases and financial information and earnings guidance provided to analysts and rating agencies. • Discuss the Corporation’s policies with respect to risk assessment and risk management and review and evaluate the guidelines and policies developed and implemented by management with respect to risk assessment and risk management. Oversee and review with the Board of Directors risk and risk mitigation associated with the Committee’s purpose and areas of responsibility, including accounting, auditing, financial reporting and internal controls over financial reporting. Review and discuss with the Board of Directors, at least annually and at the Board of Directors’ request, issues relating to the assessment and mitigation of major financial risks affecting the Corporation. | | Meetings in 2023 | • Review risk assessments from management with respect to cybersecurity and oversee | | Ten Meetings | the Corporation’s cybersecurity risk management processes. Review risk assessments from management with respect to food safety and quality assurance. • Review the scope, progress and results of the internal audit program, including significant findings and recommendations and management’s responses. • Review the Corporation’s program to monitor compliance with the Corporation’s Global Code of Conduct. Review any requests for waivers. • Review and discuss the Corporation’s information technology program and overall trends in technology. • Prepare the report required by the rules of the SEC to be included in the Corporation’s annual proxy statement. • Review and approve all related party transactions (as defined under Item 404 of Regulation S-K and under the standards of the Public Company Accounting Oversight Board). |

  7. Board of Directors Committees and Their Functions

    *Mr. Pasquale is considered an audit committee financial expert.

  8. Board of Directors Committees and Their Functions

    | | 13 |

  9. Board of Directors Committees and Their Functions

    | 2024 PROXY STATEMENT | | CORPORATE GOVERNANCE |

  10. Board of Directors Committees and Their Functions

    | Name of Committee and Membership | Principal Functions and Responsibilities | | Compensation Committee Howard M. Berk, Chair Caroline W. Nahas Lilian C. Tomovich | • Review and approve the Corporation’s overall compensation philosophy and related compensation and benefits programs, policies and practices. • Review and recommend for approval by the Board of Directors equity incentive compensation and other stock-based plans. • Review and approve the performance goals and objectives for the Chief Executive Officer’s compensation and evaluate the Chief Executive Officer’s performance in light of these performance goals and objectives in order to determine and approve the Chief Executive Officer’s compensation package. Based on recommendations from the Chief Executive Officer, evaluate the performance of the other executive officers of the Corporation (which shall be the Corporation’s Section 16 officers under applicable SEC rules) and approve the compensation for such executive officers. | | Meetings in 2023 | • Review and approve changes to perquisites or other personal benefits provided | | Six Meetings | to executive officers of the Corporation. • Review and approve a peer group of companies against which to compare the Corporation’s executive compensation. • Review compliance of each director and executive officer with the Corporation’s stock ownership guidelines and take any appropriate action in connection therewith. • Review and approve any severance or termination arrangements to be made with any executive officer of the Corporation. • Review the compensation for non-employee directors and recommend any changes for approval by the Board of Directors. • Oversee and review with the Board of Directors risk and risk mitigation associated with the Compensation Committee’s purpose and areas of responsibility, including with respect to the Corporation’s compensation policies and practices. In doing so, consider and confirm that the Corporation’s compensation policies and practices do not encourage unnecessary risk taking. • Assist the Board of Directors in developing and evaluating potential candidates for executive management positions, including the Chief Executive Officer, and oversee the development of executive succession plans. • Maintain visibility into, assist with the development of, and monitor progress of programs regarding the Corporation’s organizational culture, including diversity and inclusion. • Review and approve the Compensation Discussion and Analysis to be included in the Corporation’s annual proxy statement. • Review and approve the Corporation’s Policy on Recoupment of Incentive Compensation. |

  11. Board of Directors Committees and Their Functions

    | 14 | |

  12. Board of Directors Committees and Their Functions

    | 2024 PROXY STATEMENT | | CORPORATE GOVERNANCE |

  13. Board of Directors Committees and Their Functions

    | Name of Committee and Membership | Principal Functions and Responsibilities | | Nominating and Corporate Governance Committee Caroline W. Nahas, Chair Richard J. Dahl Michael C. Hyter Lilian C. Tomovich | • Oversee succession planning for the Board of Directors and consider the size and composition of the Board of Directors as a whole. Make appropriate recommendations regarding such matters to the Board of Directors for approval. • Identify and evaluate qualified director candidates, including any candidates validly nominated by the Corporation’s stockholders, and recommend director nominees for approval by the Board of Directors. • Determine the skills and qualifications required for directors and develop criteria to be considered in identifying and evaluating director candidates. In developing such criteria, the Committee should consider diversity of experience, skills, background, gender, race and ethnicity as important factors. | | Meetings in 2023 | • Consider the suitability of existing directors for continued service on the Board of | | Four Meetings | Directors when his or her term expires and when he or she has a change in status, including changes to employment and outside board of directors service, and make appropriate recommendations regarding such matters to the Board of Directors for approval. • Develop and review the Corporation’s Corporate Governance Guidelines and recommend any changes to the Corporate Governance Guidelines for approval by the Board of Directors. • Consider and recommend for approval by the Board of Directors matters pertaining to committees of the Board of Directors, including with respect to structure, member qualifications, composition, committee chairs and committee reporting to the Board of Directors. • Consider and recommend for approval by the Board of Directors the Chairman of the Board of Directors. • Review the Code of Conduct for Non-Employee Directors and the Corporation’s Global Code of Conduct and recommend any changes for approval by the Board of Directors. • Oversee and review with the Board of Directors risk and risk mitigation associated with the Committee’s purpose and areas of responsibility, including Board of Directors’ organization, membership and structure, succession planning, director independence, Board of Directors effectiveness and other corporate governance matters. • Work with the Chairman of the Board of Directors to oversee the evaluation of the performance and effectiveness of the Board of Directors and each committee of the Board of Directors. • Coordinate annual corporate governance training for the Board of Directors. • Review and oversee the Corporation’s actions on issues related to corporate social responsibility, sustainability (including climate change), philanthropy, and other matters associated with the Corporation’s participation as a global corporate citizen. • Review and oversee the Corporation’s political activities and contributions and other public policy issues to ensure alignment with the Corporation’s long-term strategy and values. |

  14. Board of Directors Committees and Their Functions

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  15. Board of Directors Committees and Their Functions

    | 2024 PROXY STATEMENT | | CORPORATE GOVERNANCE |

  16. Stockholder Nominations

    | 2024 PROXY STATEMENT | | DIRECTOR COMPENSATION |

  17. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Generally, the Corporation does not pay directors who are also employees of the Corporation additional compensation for their service on the Board of Directors. Compensation for non-employee directors is comprised of a cash component and an equity component. Cash compensation for non-employee directors includes retainers for serving as a member of the Board of Directors and for serving as a member and/or chair of a Board of Directors committee and as the Chair of the Board of Directors. During 2023, non-employee directors were entitled to receive $75,000 as an annual cash retainer for serving as a member of the Board of Directors. In addition, depending on their roles, non-employee directors were entitled to receive:

  18. DIRECTOR COMPENSATION

    | • | $125,000 as an annual retainer for the Chairman of the Board of Directors; |

  19. DIRECTOR COMPENSATION

    | • | $15,000, $12,500, and $12,500, respectively, as an annual retainer for the chairs of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee; |

  20. DIRECTOR COMPENSATION

    | • | $12,500, $10,000, and $10,000, respectively, as an annual retainer for the members of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee; |

  21. DIRECTOR COMPENSATION

    | • | $1,500 per meeting beyond the eighth meeting of the Board of Directors attended for each director in a year; and |

  22. DIRECTOR COMPENSATION

    | • | $1,500 per meeting beyond the eighth meeting attended for each director who serves on a standing committee that meets more than eight times per year. |

  23. DIRECTOR COMPENSATION

    The 2023 non-employee director compensation program included an increase to the non-employee director annual cash retainer from $70,000 to $75,000 and an increase in the annual equity retainer, as discussed further below, from $105,000 to $120,000. The Corporation also reimburses each of the directors for reasonable out-of-pocket expenses incurred for attendance at Board of Directors and committee meetings and other corporate events. Under the Corporation’s equity plan, non-employee directors may receive periodic grants of non-qualified stock options (“NQSOs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), stock appreciation rights (“SARs”) or performance unit awards. In March 2023, equity awards valued at approximately $120,000 in the form of RSUs were granted to each non-employee director under the Corporation’s 2019 Stock Incentive Plan, as amended (the “2019 Stock Incentive Plan”). Consistent with the non-employee director compensation program, annual equity awards granted to non-employee directors cliff vest on the one-year anniversary of the date of grant. In the event a director retires from the Board of Directors after completing five years of service, all of the director’s then-outstanding RSUs will vest. To the extent the Corporation declares dividends, non-employee directors receive dividend equivalent rights in the form of additional RSUs in lieu of receiving cash dividends based upon the number of RSUs held by the director at the time of the dividend record dates. Dividend equivalent rights are developed to the same vesting restrictions as the underlying RSUs. Directors are eligible to defer up to 100% of their annual Board of Directors retainer and committee fees and equity awards pursuant to the Dine Brands Global, Inc. Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”).

  24. Stock Ownership Guidelines

    | 2024 PROXY STATEMENT | | DIRECTOR COMPENSATION |

  25. Director Compensation Table for 2023

    Director Compensation Table for 2023 The following table sets forth certain information regarding the compensation earned or paid in cash and stock awards granted to each non-employee director who served on the Board of Directors in 2023. Mr. Peyton did not receive any additional compensation for his service as a director in 2023. Please see the 2023 Summary Compensation Table for the compensation received by Mr. Peyton in his capacity as Chief Executive Officer.

  26. Director Compensation Table for 2023

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Howard M. Berk | 113,000 | 120,053 | 233,053 | | Susan M. Collyns | 90,500 | 120,053 | 210,553 | | Richard J. Dahl | 225,500 | 120,053 | 345,053 | | Michael C. Hyter | 85,000 | 120,053 | 205,053 | | Larry A. Kay(4) | 30,797 | 120,053 | 150,850 | | Caroline W. Nahas | 107,500 | 120,053 | 227,553 | | Douglas M. Pasquale | 105,500 | 120,053 | 225,553 | | Martha Poulter | 90,500 | 120,053 | 210,553 | | Arthur F. Starrs(5) | 65,625 | 75,992 | 141,617 | | Lilian C. Tomovich | 95,000 | 120,053 | 215,053 |

  27. Director Compensation Table for 2023

    | (1) Includes cash retainers for serving as a chair or member of the Board of Directors and its standing committees, as applicable. |

  28. Director Compensation Table for 2023

    | (2) These amounts reflect the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). See Note 14 to the Consolidated Financial Statements in the Corporation’s annual report on Form 10-K for the fiscal year ended December 31, 2023 for information regarding assumptions underlying the valuation of equity awards. |

  29. Director Compensation Table for 2023

    | (3) The following table sets forth the number of RSUs held by each non-employee director who served the Corporation during 2023 and which were outstanding at December 31, 2023. |

  30. Director Compensation Table for 2023

    | Name | Stock Awards Outstanding at December 31, 2023 (#) | | Howard M. Berk | 1,645 | | Susan M. Collyns | 1,645 | | Richard J. Dahl | 1,645 | | Michael C. Hyter | 1,645 | | Larry A. Kay(4) | 0 | | Caroline W. Nahas | 4,651 | | Douglas M. Pasquale | 1,645 | | Martha Poulter | 1,645 | | Arthur F. Starrs(5) | 1,278 | | Lilian C. Tomovich | 1,645 |

  31. Director Compensation Table for 2023

    | (4) Mr. Kay retired from the Board of Directors in May 2023. |

  32. Director Compensation Table for 2023

    | (5) Mr. Starrs joined the Board of Directors in May 2023. |

  33. Director Compensation Table for 2023

    | 18 | |

  34. Director Compensation Table for 2023

    | 2024 PROXY STATEMENT | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |

  35. Executive Summary

    | • | Consolidated adjusted EBITDA is a performance measure used in our annual cash incentive plan. See Appendix A – Reconciliation of non-GAAP Financial Measures attached hereto for additional information regarding our calculation of Consolidated adjusted EBITDA. |

  36. Executive Summary

    We believe that the Corporation’s 2023 compensation results were commensurate with the Corporation’s performance in 2023, demonstrating our commitment to a pay-for-performance philosophy. The Corporation’s 2023 annual cash incentive plan paid out at approximately 83% of target for Dine Brands, 69% of target for the Applebee’s Business Unit and 89% of target for the IHOP Business Unit. The following chart shows the annual cash incentive plan payout for 2023 and 2022 for Dine Brands. The cash LTIP plan for 2021-2023 did not pay out based on our relative TSR performance at the 27.6th percentile relative to an index of publicly traded restaurant companies.

  37. Compensation Policies, Practices and Risk Management

    | • | The Corporation’s compensation mix is balanced among fixed components such as salary and benefits, and variable compensation such as annual cash incentive payments and long-term incentive awards, including NQSOs, RSAs, and participation in the cash LTIP, which generally vest or are earned over three years. |

  38. Compensation Policies, Practices and Risk Management

    | • | The Corporation’s annual cash incentive plan and three-year cash LTIP both have capped payment opportunities and primarily reward achievement for different performance metrics. Further, performance under the cash LTIP is evaluated in a relative context against an index of restaurant companies traded on U.S.-based exchanges. |

  39. Compensation Policies, Practices and Risk Management

    | • | The Compensation Committee annually undertakes a “tally sheet” analysis of total annual compensation and the total potential payout under various termination scenarios for the NEOs. |

  40. Compensation Policies, Practices and Risk Management

    | • | All outstanding long-term incentive award agreements use a “double-trigger” definition for acceleration of vesting that requires both a change-in-control and a qualifying termination following such change-in-control. |

  41. Compensation Policies, Practices and Risk Management

    | • | The Compensation Committee has set the grant date for annual equity awards to be the close of business on the second full business day after our announcement of fiscal year-end earnings. |

  42. Compensation Policies, Practices and Risk Management

    | • | The Compensation Committee utilizes the services of an independent compensation consultant (who does not provide any other services to the Corporation) and has the authority to retain any advisor it deems necessary or advisable to fulfill its obligations. |

  43. Compensation Policies, Practices and Risk Management

    | • | The Corporation’s equity compensation plans do not permit repricing of previously granted stock options without stockholder approval. |

  44. Compensation Policies, Practices and Risk Management

    | • | The Corporation has not authorized any guaranteed bonuses. |

  45. Compensation Policies, Practices and Risk Management

    | • | The Corporation does not provide tax “gross-ups” on severance payments or perquisites other than certain expenses related to relocation. |

  46. The Role of the Compensation Committee

    | • | Reviews and approves compensation and benefits programs, including grants made pursuant to the Corporation’s equity compensation plans; |

  47. The Role of the Compensation Committee

    | • | Based on the assessment described above, as well as the market data provided by the Compensation Committee’s independent consultant, the Chief Executive Officer makes recommendations to the Compensation Committee regarding executive compensation for each of the other NEOs; and |

  48. The Role of the Compensation Consultant

    The Role of the Compensation Consultant The Compensation Committee has the sole authority to retain or terminate a compensation consultant to assist in carrying out its responsibilities. Accordingly, during 2023, the Compensation Committee directly engaged Exequity as its independent compensation consultant to provide objective and expert analyses, advice, and information with respect to executive compensation. In performing its services, Exequity interacted collaboratively with the Compensation Committee and with senior management at the direction of the Compensation Committee. In 2023, Exequity performed the following services:

  49. The Role of the Compensation Consultant

    | • | Provided executive compensation competitive market data (as described below); |

  50. The Role of the Compensation Consultant

    | • | Provided analysis and advice regarding annual incentive plan design; |

  51. The Role of the Compensation Consultant

    | • | Provided analysis and advice regarding LTI plan design; |

  52. The Role of the Compensation Consultant

    | • | Provided analysis and advice regarding executive severance arrangements; |

  53. The Role of the Compensation Consultant

    | • | Responded to other requests including conducting a Chief Executive Officer pay-for-performance analysis, a compensation risk assessment, peer group analysis, a stock ownership guidelines analysis, and advising on various governance and regulatory developments; and |

  54. The Role of the Compensation Consultant

    | • | Advised on compensation for executive officers. |

  55. The Role of the Compensation Consultant

    Exequity did not provide any additional services to the Corporation during 2023 beyond those provided in the capacity of independent compensation consultant to the Compensation Committee. The Compensation Committee has assessed the independence of Exequity pursuant to the rules of the SEC and concluded that Exequity’s work for the Compensation Committee does not raise any conflicts of interest.

  56. Compensation Competitive Market Data and Peer Group

    Compensation Competitive Market Data and Peer Group The Corporation uses a peer group of restaurant and hospitality companies and compensation surveys for different market comparisons, including base salary, target annual cash incentive, LTI awards and total direct compensation opportunity (“TDCO”). The Compensation Committee, with input from Exequity and management, periodically reviews its peer group (the “NEO Peer Group”) for the purpose of evaluating executive compensation. The Corporation’s highly franchised business model is uncommon among its peer group. The majority of the peer companies have a significant number of company-owned restaurants, with only seven of our 16 current peers having more than 85% of their locations franchised. We believe our significantly franchised business model (more than 99% franchised as of fiscal year end 2023) requires less capital investment and general and administrative overhead, generates higher gross profit margins and reduces the volatility of adjusted free cash flow performance as compared to owning more company-operated restaurants. In acknowledging the structural differences, the Compensation Committee considers a variety of metrics in evaluating the NEO Peer Group, which includes but is not limited to revenues, system-wide sales, EBITDA, market capitalization and enterprise value. As compared to the NEO Peer Group, as of December 31, 2023, the Corporation ranked in the first quartile in revenues (due to our franchise structure), market capitalization and enterprise value and the second quartile in EBITDA. The NEO Peer Group consists of companies in the Corporation’s industry and companies with similar business models in related industries that the Compensation Committee believes to approximate the Corporation’s general labor market for top executive talent.

  57. Compensation Competitive Market Data and Peer Group

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  58. Compensation Competitive Market Data and Peer Group

    | 2024 PROXY STATEMENT | | EXECUTIVE COMPENSATION |

  59. Compensation Competitive Market Data and Peer Group

    The NEO Peer Group used for evaluating 2023 compensation decisions consisted of the companies set forth below. The NEO Peer Group listed below is the same peer group that was used to evaluate 2022 compensation decisions.

  60. Compensation Competitive Market Data and Peer Group

    | • Bloomin’ Brands Inc. | • Dave & Buster’s Entertainment, Inc. | • Ruth’s Hospitality Group, Inc.(1) | | • BJ’s Restaurants, Inc. | • Denny’s Corporation | • Shake Shack Inc. | | • Brinker International, Inc. | • Jack in the Box Inc. | • Texas Roadhouse, Inc. | | • The Cheesecake Factory Incorporated | • Papa John’s International, Inc. | • The Wendy’s Company | | • Choice Hotels International, Inc. | • Red Robin Gourmet Burgers, Inc. | • Wingstop Inc. | | • Cracker Barrel Old Country Store, Inc. | | • Wyndham Hotels and Resorts, Inc. |

  61. Compensation Competitive Market Data and Peer Group

    | (1) Ruth’s Hospitality Group, Inc. was acquired by Darden Restaurants, Inc. in June 2023. Ruth’s Hospitality Group, Inc. was used to evaluate 2023 compensation decisions (prior to its acquisition) but has subsequently been removed from our NEO Peer Group for evaluating 2024 compensation decisions. |

  62. Compensation Competitive Market Data and Peer Group

    The NEO Peer Group was the primary data source considered by the Compensation Committee when reviewing total pay levels of the NEOs. The Compensation Committee also considered broader compensation data from published salary surveys, which provided general industry pay data on executive positions from thousands of representative companies with sales, geographic locations, and jobs similar to ours.

  63. Elements of the Compensation Program for NEOs

    | • | Annual Cash Incentives under the Annual Incentive Plan. Annual cash incentives provide a competitive incentive opportunity for achieving financial performance and operational objectives over an annual performance period. Payouts are made in accordance with annual incentive plan achievements. |

  64. Elements of the Compensation Program for NEOs

    | • | LTI Awards. LTI awards are composed of NQSOs, RSAs, and the cash LTIP, excluding one-time equity awards made in connection with hiring, retention, or other non-standard circumstances. Each of the annual LTI components is vested or earned over a three-year period to provide ongoing alignment with stockholders’ interests based on the Corporation’s future stock price performance. NQSOs provide value to the executive only if the Corporation’s stock price increases above the grant date price. The value of RSAs increases or decreases with changes in the Corporation’s stock price. The cash LTIP provides only partial payment if the Corporation’s TSR performance is at or above the 25th percentile of that of a group of publicly-traded restaurant companies over a three-year performance period, and only provides full payment if the Corporation’s TSR performance is at or above the 50th percentile of the same group. |

  65. Elements of the Compensation Program for NEOs

    | Base Salary | + | Annual Cash Incentive | + | Long-Term Incentive | = | Total Direct Compensation Opportunity |

  66. 2023 Total Direct Compensation Opportunity*

    | Name | 2023 Base Salary ($) | 2023 Annual Cash Target Incentive ($) | 2023 Long- Term Incentive ($) | 2023 Total Direct Compensation Opportunity ($) | | John W. Peyton | $1,000,000 | $1,252,055(1) | $3,500,050 | $5,752,105 | | Vance Y. Chang | $530,400 | $397,800 | $850,082 | $1,778,282 | | Tony E. Moralejo | $600,000 | $540,000 | $600,095 | $1,740,095 | | Jay D. Johns | $750,000 | $675,000 | $1,000,096 | $2,425,096 | | Christine K. Son | $500,000 | $300,000 | $750,109 | $1,550,019 |

  67. Annual Cash Incentives

    Annual Cash Incentives In early 2023, the Compensation Committee approved the 2023 Annual Incentive Plan to reward executive officers whose performance meets or exceeds the Corporation’s expectations, to provide incentives for excellent future performance that contributes to the Corporation’s success and profitability and to serve as a means by which eligible participants may share in the Corporation’s financial success. Pursuant to the 2023 Annual Incentive Plan, the target annual cash incentive amount for each of the NEOs is established as a percentage of base salary based on the participant’s level in the management structure and on market competitiveness. The 2023 threshold, target, and maximum payout amounts for each NEO are provided in the Grants of Plan-Based Awards in 2023 table. The 2023 threshold, target, and maximum percentages of base salary for each of the NEOs under the Corporation’s 2023 Annual Incentive Plan were as follows:

  68. Annual Cash Incentives

    | Name | Threshold as Percentage of Base Salary | Target as Percentage of Base Salary | | Maximum as Percentage of Base Salary | | John W. Peyton | 50% | 125.21 | %(1) | 250.42% | | Vance Y. Chang | 37.5% | 75 | | 150% | | Tony E. Moralejo | 45% | 90 | | 180% | | Jay D. Johns | 45% | 90 | | 180% | | Christine K. Son | 30% | 60 | | 120% |

  69. Annual Cash Incentives

    | (1) Effective July 1, 2023, Mr. Peyton’s 2023 Annual Cash Target Incentive increased from 100% of his 2023 Base Salary to 150% of his 2023 Base Salary, resulting in a 2023 Annual Cash Target Incentive of 125% for 2023. |

  70. Annual Cash Incentives

    Decisions regarding the threshold, target and maximum incentive percentages were made in consultation with Exequity and after consideration of the NEO Peer Group and survey data mentioned above and the desired TDCO pay mix. Effective July 1, 2023, the Compensation Committee increased the target annual cash incentive as a percentage of base salary for Mr. Peyton from 100% to 150% (but did not increase his base salary), applicable on a prorated basis for the remainder of the 2023 fiscal year, based on the Compensation Committee’s assessment of internal and external market competitiveness. Following such adjustment, the Compensation Committee believes the incentive targets to be generally consistent with incentive opportunities at the NEO Peer Group companies for similarly-situated executives. The 2023 annual cash incentive for the NEOs is based on a combination of Dine Brands, IHOP Business Unit, and Applebee’s Business Unit adjusted EBITDAs, same-restaurant sales, traffic, and net development. This performance goal mix was a change from the 2022 annual cash incentive program, which focused exclusively on adjusted EBITDA performance in order to continue to drive an emphasis on delivering profitable results through the adjusted EBITDA metric and also incentivize the growth of our business through the use of same-restaurant sales and net development metrics. The Compensation Committee maintained adjusted EBITDA as a performance measure because it believes adjusted EBITDA appropriately incentivizes the business units on items specifically within their control. The Corporation defines adjusted EBITDA as net income or loss, adjusted for the effect of closure and impairment charges, interest charges, income tax provision or benefit, depreciation and amortization, non-cash stock-based compensation, gain or loss on disposition of assets, other non-income-based taxes and other items deemed not reflective of current operations. The Compensation Committee utilized same restaurant sales and net development in order to encourage the brands to drive improved sales figures and increase the restaurant counts in their systems. “Same-restaurant sales” is a growth performance indicator used by the Corporation and the restaurant industry and provides a measure of the change in restaurant sales by comparing the sales performance of the same restaurants from period to period. “Net development” is a growth performance indicator measuring the number of new restaurant starts during the fiscal year, less any restaurant closings. Net development for each business unit includes only restaurants for the applicable business unit, and net development for Dine Brands reflects global development for all brands. “Traffic” is a growth performance indicator used by the Corporation and the restaurant industry and provides a measure of the change in the number of guests visiting restaurants by comparing the number of guests visiting the same restaurants from period to period. Based on traffic performance, the same-restaurant sales metric is increased or decreased by up to 20% for a given measurement period.

  71. Annual Cash Incentives

    | | 31 |

  72. Annual Cash Incentives

    | 2024 PROXY STATEMENT | | EXECUTIVE COMPENSATION |

  73. Annual Cash Incentives

    All metrics were set after consideration of the business environment at the time the metrics were approved and the Corporation’s forward-looking strategic plan. Such business environment was influenced by supply chain and inflationary pressures, including rising costs for commodities, labor, health care and utilities. The Compensation Committee believed at the time that the performance targets were rigorous, yet achievable, and established levels designed to be challenging such that attainment of the targeted amounts was not assured at the time they were set and would require a high level of effort and execution to attain them. These targets were set in the first quarter of 2023. Results for Dine Brands and each of Applebee’s and IHOP, and resulting bonus payout percentages, were as presented in the below table. The table below outlines the annual cash incentive metrics and weighting for each of the NEOs for 2023:

  74. Annual Cash Incentives

    | Name | Dine brands Adjusted EBITDA | IHOP Business Unit Adjusted EBITDA | Applebee’s Business Unit Adjusted EBITDA | Dine Brands Same- Restaurant Sales | IHOP Business Unit Same- Restaurant Sales | Applebee’s Business Unit Same- Restaurant Sales | Dine Brands Net Development | IHOP Business Unit Net Development | Applebee‘s Business Unit Net Development | Dine Brands Traffic | IHOP Business Unit Traffic | Applebee’s Business Unit Traffic | | John W. Peyton | 50% | — | — | 15% | — | — | 20% | — | — | 15% | — | — | | Vance Y. Chang | 50% | — | — | 15% | — | — | 20% | — | — | 15% | — | — | | Tony E. Moralejo | 25% | — | 25% | — | — | 15% | — | | 20% | — | — | 15% | | Jay D. Johns | 25% | 25% | — | — | 15% | — | — | 20% | — | — | 15% | — | | Christine K. Son | 50% | — | — | 15% | — | — | 20% | — | — | 15% | — | — |

  75. Annual Cash Incentives

    The threshold, target and maximum payout levels for the performance metrics are illustrated in the table below.

  76. Annual Cash Incentives

    | Metric | Threshold | Target | Maximum | Actual Result | Percentage of Target Achieved | Payout Percentage of Target for Metric | | Dine Brands Adjusted EBITDA (millions) | $216.9 | $246.5* | $271.2 | $256.4 | 104.0% | 140.8% | | IHOP Business Unit Adjusted EBITDA (millions) | $142.0 | $159.6 | $175.6 | $169.8 | 106.4% | 163.7% | | Applebee’s Business Unit Adjusted EBITDA (millions) | $106.9 | $120.1* | $132.1 | $119.4 | 99.4% | 97.4% | | IHOP Same Restaurant Sales Growth | 2.0% | 3.3% | 4.6% | 2.9% | 87.9% | 84.5% | | Applebee’s Same Restaurant Sales Growth | 2.0% | 3.3% | 4.6% | 0.6% | 18.2% | 0.0% | | IHOP Net Development | 45 | 90 | 115 | (3) | n/a | 0.0% | | Applebee’s Net Development | (20) | (12) | 0 | (33) | n/a | 0.0% | | Dine Brands Net Development | 76 | 170 | 277 | (42) | n/a | 0.0% | | Applebee’s Traffic** | — | — | — | — | — | — | | IHOP Traffic** | — | — | — | — | — | — | | Payout as a Percentage of an Executive’s Target | 50% | 100% | 200% | — | — | — |

  77. Annual Cash Incentives

    | * Adjusted EBITDA Targets for 2023 for Dine Brands and Applebee’s were each set lower than Actual Results achieved in 2022 primarily due to the refranchising of 69 company-operated Applebee’s units in October 2022. |

  78. Annual Cash Incentives

    | ** Applebee’s Traffic and IHOP Traffic, account for, in each case, 15% of the potential 2023 Annual Incentive Plan payout and are being excluded as such information is competitively sensitive and not otherwise disclosed by the Company. |

  79. Annual Cash Incentives

    | 32 | |

  80. Annual Cash Incentives

    | 2024 PROXY STATEMENT | | EXECUTIVE COMPENSATION |

  81. Annual Cash Incentives

    The amounts in the table below represent the annual cash incentives paid to each of the NEOs pursuant to the 2023 Annual Incentive Plan and are calculated by multiplying the NEO’s year-end base salary by the target percentage of base salary and by the percentage of incentive target achieved.

  82. Annual Cash Incentives

    | Name | Base Salary | Target as Percentage of Base Salary | | Percentage of Incentive Target Achieved | Annual Cash Incentive Paid | | John Peyton | $1,000,000 | 125.21 | %(1) | 82.78% | $1,036,451 | | Vance Chang | $530,400 | 75 | | 82.78% | $329,299 | | Tony E. Moralejo | $600,000 | 90 | | 69.42% | $374,868 | | Jay D. Johns | $750,000 | 90 | | 88.81% | $599,468 | | Christine K. Son | $500,000 | 60 | | 82.78% | $248,340 |

  83. Annual Cash Incentives

    | (1) Effective July 1, 2023, Mr. Peyton’s 2023 Annual Cash Target Incentive increased from 100% of his 2023 Base Salary to 150% of his 2023 Base Salary, resulting in a 2023 Annual Cash Target Incentive of 125% for 2023. |

  84. Long-Term Incentive or LTI Awards

    Long-Term Incentive or LTI Awards The Compensation Committee grants each of the NEOs a blend of NQSOs, RSAs, and cash LTIP awards. The NQSOs vest in equal installments over a three-year period and are exercisable for up to a maximum of ten years. The RSAs vest in equal installments over a three-year period, and the cash LTIP payout is based on relative TSR against an index of primarily publicly-traded restaurant companies over a three-year performance period. NQSOs have value to the executive only if the Corporation’s stock price increases over the price on the date of grant and the value of RSAs fluctuates with changes in the Corporation’s stock price. The Compensation Committee believes that this mix of long-term incentives appropriately balances an emphasis on absolute and relative stock price performance and aligns the compensation of our NEOs with the long-term interests of stockholders. The LTI awards are comprised of the mix of award vehicles noted in the below table. The Compensation Committee believes this weighting provides a balanced strategy among stockholder alignment, executive retention, risk, and performance.

  85. Long-Term Incentive or LTI Awards

    | | RSAs | NQSOs | Cash LTIP | | CEO | 40% | 30% | 30% | | Other NEOs | 50% | 25% | 25% |

  86. Long-Term Incentive or LTI Awards

    The cash LTIP cycles provide for payment between zero and 200% of the target award based on the Corporation’s relative TSR performance over a three-year performance period. The relative TSR performance targets are depicted below:

  87. Long-Term Incentive or LTI Awards

    | | Relative TSR Ranking at End of Performance Period | Percentage of Target Relative TSR Units Earned | | No Payout | < 25th Percentile of the Index | 0% | | Threshold | 25th Percentile of the Index | 50% | | Target | 50th Percentile of the Index | 100% | | Maximum | 80th Percentile of the Index | 200% |

  88. Long-Term Incentive or LTI Awards

    The Committee also may grant, and from time to time has granted, performance-vesting restricted stock to the NEOs, which typically have vested at the end of a three-year period in an amount determined by pre-established company performance metrics. The Compensation Committee considered a range of factors in setting the value to be awarded to the NEOs, including assessments of individual performance, the potential contributions that each NEO could be expected to make in the future, each NEO’s TDCO, LTI awards previously granted to certain NEOs, the size of awards provided to other individuals holding similar positions in the NEO Peer Group, survey data considered by the Compensation Committee, the number of shares which remained available for issuance under the 2019 Stock Incentive Plan and overall accounting expense associated with

  89. Long-Term Incentive or LTI Awards

    | | 33 |

  90. Long-Term Incentive or LTI Awards

    | 2024 PROXY STATEMENT | | EXECUTIVE COMPENSATION |

  91. Long-Term Incentive or LTI Awards

    the awards. In 2023, Mr. Chang and Ms. Son each received a one-time increase in the value of their restricted stock awards of $250,000 and $200,000, respectively, related to their contributions in the acquisition of Fuzzy’s Taco Shop. The table below summarizes the grant date value of the annual long-term incentive awards made in 2023 (additional detail regarding long-term incentive awards granted in 2023 can be found in the Grants of Plan-Based Awards in 2023 table in this proxy statement):

  92. Long-Term Incentive or LTI Awards

    | Name | Stock Options | Restricted Stock | Cash LTIP at Target | Total Long-Term Incentive Opportunity | | John W. Peyton | $1,050,021 | $1,400,029 | $1,050,000 | $3,500,050 | | Vance Y. Chang | $212,522 | $425,060 | $212,500 | $850,082 | | Tony E. Moralejo | $150,035 | $300,060 | $150,000 | $600,095 | | Jay D. Johns | $250,021 | $500,075 | $250,000 | $1,000,096 | | Christine K. Son | $187,534 | $375,075 | $187,500 | $750,109 |

  93. 2021—2023 Cash LTIP Payout

    2021—2023 Cash LTIP Payout Demonstrating the Corporation’s pay-for-performance philosophy and the direct link between pay and the Corporation’s stock price performance, the cash LTIP payout as a percentage of target, which is determined based on the Corporation’s TSR performance relative to all other restaurant companies traded on U.S.-based exchanges, has varied significantly over the past three performance periods. Performance and payouts under the 2021-2023 performance period and prior performance periods were as follows:

  94. 2021—2023 Cash LTIP Payout

    | Performance Period | Dine Brands TSR | Restaurant Index Percentile Rank | Payout as a percentage of target award | | | 2019 — 2021 | 18.40% | 42.7(th) | 78.5 | | | 2020 — 2022 | (18.9)% | 29.6(th) | 0 | | | 2021 — 2023 | (23.13)% | 27.6(th) | 0 | %* |

  95. 2021—2023 Cash LTIP Payout

    | * For the 2021-2023 cash LTIP cycle, the Corporation’s TSR performance achieved a percentile rank of 27.6th percentile relative to the companies included in the index of publicly-traded restaurant companies during the three-year performance period, which is below the 33% threshold set for this cycle. The amounts in the table below represent the target cash LTIP incentive and actual amounts paid to the participating NEOs pursuant to the 2021-2023 cash LTIP. |

  96. 2021—2023 Cash LTIP Payout

    | Name | 2021 - 2023 Target Award | 2021 - 2023 Payout (0% of Target) | | John W. Peyton | $1,155,000 | $0 | | Vance Y. Chang | $198,000 | $0 | | Tony E. Moralejo | $99,000 | $0 | | Jay D. Johns | $297,000 | $0 |

  97. 2021—2023 Cash LTIP Payout

    | * Ms. Son was promoted after the 2021 cash LTIP grants and, accordingly, did not participate in the 2021-2023 cash LTIP cycle. |

  98. 2021—2023 Cash LTIP Payout

    | 34 | |

  99. 2021—2023 Cash LTIP Payout

    | 2024 PROXY STATEMENT | | EXECUTIVE COMPENSATION |

  100. Employment Agreements and Change-in-Control Provisions

    Employment Agreements and Change-in-Control Provisions

  101. Employment Agreements

    Employment Agreements The Corporation enters into employment agreements with certain executives when it determines that an employment agreement is desirable for the Corporation to obtain a measure of assurance as to the executive’s continued employment in light of prevailing market competition for the particular position held by the executive officer, or where the Compensation Committee determines that an employment agreement is necessary and appropriate to attract an executive in light of market conditions, the prior experience of the executive or practices at the Corporation with respect to other similarly situated employees. As of December 31, 2023, each of Mr. Peyton, Mr. Chang, and Mr. Johns was a party to an employment agreement with the Corporation. Each employment agreement provides for an initial employment term of three years. Mr. Peyton’s employment agreement further provides for automatic successive one-year extensions at the end of such term unless the Corporation or the executive gives notice to the contrary more than 90 days prior to the expiration of the then-current term of the agreement. The Corporation may terminate any employment agreement at any time, with or without cause upon written notice to the executive. The employment agreements provide for base salaries, target annual cash incentive opportunities as a percentage of base salary and certain other perquisites and benefit programs. The employment agreements do not contain multi-year incentive guarantees or tax gross-ups. The employment agreements contain confidentiality, trade secrets, discoveries, and non-solicitation provisions. Ms. Son is party to an employment offer letter with the Corporation, effective as of March 16, 2021. Mr. Moralejo is party to an employment offer letter with the Corporation, effective as of January 6, 2023. Under certain termination scenarios, the employment agreements may provide for severance payments, benefits continuation and vesting of outstanding equity-based awards. See “Potential Payments Upon Termination or Change in Control” in this proxy statement for additional information about severance arrangements, including projected severance payment amounts, pursuant to the employment agreements.

  102. Amended and Restated Executive Severance and Change in Control Policy

    Amended and Restated Executive Severance and Change in Control Policy As of December 31, 2023, Ms. Son and Mr. Moralejo participated in the Corporation’s Amended and Restated Executive Severance and Change in Control Policy. This policy is intended to increase the retention of the senior leadership team and to provide severance benefits under specified circumstances to certain individuals who are in a position to contribute materially to the success of the Corporation. These arrangements also are intended to facilitate changes in the leadership team by setting terms for the termination of an executive officer in advance, thereby allowing a smooth transition of responsibilities when it is in the best interests of the Corporation. Under certain termination scenarios, the policy may provide for severance payments, benefits continuation and vesting of certain outstanding equity-based awards. The policy does not provide for tax gross-ups. See “Potential Payments Upon Termination or Change in Control” in this proxy statement for additional information about severance arrangements, including projected severance payment amounts, pursuant to the Amended and Restated Executive Severance and Change in Control Policy.

  103. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan Pursuant to the Deferred Compensation Plan, all NEOs are eligible to defer their base salaries, annual cash incentives, and long-term incentive plan cash distributions. Deferrals are always 100% vested. This plan provides the NEOs with a long-term capital accumulation opportunity. The Deferred Compensation Plan provides a range of investment opportunities and is designed to comply with Section 409A of the Internal Revenue Code (the “Code”). See “2023 Nonqualified Deferred Compensation” in this proxy statement for additional information.

  104. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following 2023 Summary Compensation Table and accompanying notes set forth information concerning compensation earned by each of the Corporation’s NEOs for the fiscal year ended December 31, 2023, and, to the extent required under applicable SEC disclosure rules, the fiscal years ended December 31, 2022 and 2021.

  105. 2023 Summary Compensation Table

    | Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | John Peyton | 2023 | 1,000,000 | — | 1,400,029 | 1,050,021 | 1,036,451 | 54,020 | 4,540,521 | | Chief Executive Officer | 2022 | 1,000,010 | — | 1,400,058 | 1,050,001 | 937,500 | 37,763 | 4,425,333 | | | 2021 | 961,539 | 1,200,000(4) | 4,251,545(5) | 2,074,736(6) | 2,000,000 | 350,193 | 10,838,013 | | Vance Chang | 2023 | 526,477 | — | 425,060 | 212,522 | 329,299 | 53,790 | 1,551,071 | | Chief Financial Officer | 2022 | 508,077 | — | 600,024 | 150,014 | 358,594 | 40,699 | 1,657,408 | | | 2021 | 259,615 | — | 998,157 | 204,029 | 750,000 | 26,203 | 2,238,004 | | Tony Moralejo | 2023 | 592,109 | — | 300,060 | 150,035 | 374,868 | 53,437 | 1,478,400 | | President, Applebee’s Business Unit | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | | Jay D. Johns | 2023 | 750,000 | — | 500,075 | 250,021 | 599,468 | 57,065 | 2,156,629 | | President, IHOP Business Unit | 2022 | 721,154 | — | 1,000,042 | 250,013 | 447,187 | 44,366 | 2,462,762 | | | 2021 | 582,692 | — | 297,031 | 306,035 | 1,044,191 | 41,963 | 2,271,912 | | Christine K. Son | 2023 | 493,846 | — | 375,075 | 187,534 | 248,340 | 53,123 | 1,364,072 | | Senior Vice President, | 2022 | 464,538 | — | 550,128 | 137,519 | 263,250 | 41,215 | 1,456,650 | | | 2021 | 398,249 | — | 499,996 | — | 540,000 | 37,021 | 1,475,266 |

  106. 2023 Summary Compensation Table

    | (1) The amounts reported in this column for 2023 represent the aggregate grant date fair value related to the RSAs that were granted as part of the 2023 LTI award computed in accordance with FASB ASC Topic 718. The amounts in the “Stock Awards” column for prior years include the aggregate grant date fair value related to stock awards granted in each of the years shown, computed in accordance with FASB ASC Topic 718 and, in the case of performance-based RSUs, based on the probable level of achievement of the underlying performance goals as of the date of grant. See Note 14 to Consolidated Financial Statements in the Corporation’s annual reports on Form 10-K for the years ended 2023, 2022 and 2021, and for information regarding assumptions underlying the valuation of equity awards granted in 2023, 2022 and 2021, respectively. |

  107. 2023 Summary Compensation Table

    | (2) The amounts in the “Option Awards” column for 2023, 2022, and 2021 represent the aggregate grant date fair value related to option awards granted in each of such years, computed in accordance with FASB ASC Topic 718. See Note 14 to Consolidated Financial Statements in the Corporation’s annual report on Form 10-K for the years ended 2023, 2022, and 2021 for information regarding assumptions underlying the valuation of equity awards granted in 2023, 2022, and 2021. |

  108. 2023 Summary Compensation Table

    | (3) The amounts in “All Other Compensation” for 2023 include amounts paid or reimbursed for the following: |

  109. 2023 Summary Compensation Table

    | Name | Taxable Fringe ($) | Auto Allowance and Expenses ($) | 401(k) Plan Contributions ($) | Dine Brands Restaurant Dining Expenses ($) | Life and Disability Insurance Premiums ($) | Annual Physical Exam ($)* | Total ($) | | John W. Peyton | 99 | 15,000 | 16,500 | 790 | 5,931 | 15,700 | 54,020 | | Vance Y. Chang | 76 | 15,000 | 16,500 | 3,439 | 3,075 | 15,700 | 53,790 | | Tony E. Moralejo | 82 | 15,000 | 16,500 | 404 | 5,751 | 15,700 | 53,437 | | Jay D. Johns | 1,367 | 15,000 | 16,500 | 221 | 8,277 | 15,700 | 57,065 | | Christine K. Son | 76 | 15,000 | 16,500 | 2,884 | 2,963 | 15,700 | 53,123 | | Total | — | — | — | — | — | — | 271,435 |

  110. 2023 Summary Compensation Table

    | * For healthcare privacy reasons, the Corporation allocated the same annual physical exam cost to each officer listed in this table during 2023. |

  111. 2023 Summary Compensation Table

    | 38 | |

  112. 2023 Summary Compensation Table

    | 2024 PROXY STATEMENT | | COMPENSATION TABLES |

  113. 2023 Summary Compensation Table

    | (4) Represents Mr. Peyton’s sign-on bonus which was repayable upon voluntary termination of employment within two years from date of hire. |

  114. 2023 Summary Compensation Table

    | (5) Includes the grant date fair value associated with special sign-on RSUs awarded to Mr. Peyton valued at $3,096,478. |

  115. 2023 Summary Compensation Table

    | (6) Includes the grant date fair value associated with special sign-on stock options awarded to Mr. Peyton valued at $884,704. |

  116. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table provides information with respect to the plan-based awards granted by the Compensation Committee to the NEOs. Plan-based awards include annual incentive plan awards under the Corporation’s 2023 Annual Incentive Plan (“AIP”), RSAs, NQSOs and cash LTIP awards under the 2019 Stock Incentive Plan. For additional information on the performance objectives and determination of threshold, target, and maximum payouts for these awards, see the section entitled “Performance- and Stock-Based Compensation” in the Compensation Discussion and Analysis section of this proxy statement.

  117. Grants of Plan-Based Awards in 2023

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Equity Incentive Plan Awards (#) | All Other Stock Awards: Number of Shares or Stock Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name / Type of Award | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | | | | | | | John Peyton | | | | | | | | | | | | AIP | — | | 626,050 | 1,252,100 | 2,504,200 | — | — | — | — | — | | LTIP | — | | 525,000 | 1,050,000 | 2,100,000 | — | — | — | — | — | | NQSO | 3/3/2023 | 2/15/2023 | — | — | — | — | — | 28,113 | 74.94 | 1,050,021 | | RSA | 3/3/2023 | 2/15/2023 | — | — | — | — | 18,682 | — | — | 1,400,029 | | Vance Chang | | | | | | | | | | | | AIP | — | | 198,900 | 397,800 | 795,600 | — | — | — | — | — | | LTIP | — | | 106,250 | 212,500 | 425,000 | — | — | — | — | — | | RSA | 3/3/2023 | 2/15/2023 | — | — | — | — | 5,672 | — | — | 425,060 | | NQSO | 3/3/2023 | 2/15/2023 | — | — | — | — | — | 5,690 | 74.94 | 212,522 | | Tony E. Moralejo | | | | | | | | | | | | AIP | — | | 270,000 | 540,000 | 1,080,000 | — | — | — | — | — | | LTIP | — | | 75,000 | 150,000 | 300,000 | — | — | — | — | — | | RSA | 3/3/2023 | 2/15/2023 | — | — | — | — | 4,004 | — | — | 300,060 | | NQSO | 3/3/2023 | 2/15/2023 | — | — | — | — | — | 4,017 | 74.94 | 150,035 | | Jay D. Johns | | | | | | | | | | | | AIP | — | — | 337,500 | 675,000 | 1,350,000 | — | — | — | — | | | LTIP | — | | 125,000 | 250,000 | 500,000 | — | — | — | — | | | RSA | 3/3/2023 | 2/15/2023 | — | — | — | — | 6,673 | — | — | 500,075 | | NQSO | 3/3/2023 | 2/15/2023 | — | — | — | — | — | 6,694 | 74.94 | 250,021 | | Christine Son | | | | | | | | | | | | AIP | — | — | 150,000 | 300,000 | 600,000 | — | — | — | — | — | | LTIP | — | — | 93,750 | 187,500 | 375,000 | — | — | — | — | — | | RSA | 3/3/2023 | 2/15/2023 | — | — | — | — | 5,005 | — | — | 375,075 | | NQSO | 3/3/2023 | 2/15/2023 | — | — | — | — | — | 5,021 | 74.94 | 187,534 |

  118. Grants of Plan-Based Awards in 2023

    | (1) Please see the section entitled “Performance- and Stock-Based Compensation” in the Compensation Discussion and Analysis section of this proxy statement for additional information regarding the AIP and cash LTIP. |

  119. Grants of Plan-Based Awards in 2023

    | (2) Unless otherwise noted, RSAs reflected in this table vest as to one-third of the total shares on each of the first, second, and third anniversaries of the date of grant. |

  120. Grants of Plan-Based Awards in 2023

    | (3) NQSOs reflected in this table vest and become exercisable as to one-third of the shares subject to the NQSO on each of the first, second and third anniversaries of the date of grant. |

  121. Grants of Plan-Based Awards in 2023

    | (4) The amounts in this column represent the aggregate grant date fair value related to RSAs and NQSO awards granted in 2023 computed in accordance with FASB ASC Topic 718. See Note 14 to Consolidated Financial Statements in the Corporation’s annual report on Form 10-K for the year ended December 31, 2023 for information regarding assumptions underlying the valuation of equity awards. |

  122. Grants of Plan-Based Awards in 2023

    | | 39 |

  123. Grants of Plan-Based Awards in 2023

    | 2024 PROXY STATEMENT | | COMPENSATION TABLES |

  124. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table provides summary information regarding the outstanding equity awards for the Corporation’s NEOs at December 31, 2023.

  125. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Stock Awards | | | | | | | | | | Number of Securities Underlying Unexercised Options | | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Name | Exercisable (#) | Unexercisable (#) | | | | | | | | John Peyton | 19,344 | 9,672(2) | 57.55 | 01/04/31 | 4,670(3) | 231,866 | — | — | | | 17,958 | 8,979(4) | 82.44 | 03/04/31 | | | — | — | | | 10,532 | 21,063(5) | 70.08 | 03/04/32 | 13,318(6) | 661,239 | — | — | | | — | 28,113(7) | 74.94 | 3/3/2033 | 18,682(8) | 927,561 | — | — | | Vance Chang | 2,766 | 1,382(9) | 90.94 | 06/15/31 | 726(10) | 36,046 | — | — | | | — | — | — | — | 4,399(11) | 218,410 | — | — | | | 1,505 | 3,009(6) | 70.08 | 03/04/32 | 2,854(12) | 141,701 | 4,526(13) | 224,706 | | | — | 5,690(8) | 74.94 | 03/03/33 | 5,672(14) | 281,615 | — | — | | Tony E. Moralejo | 5,820 | — | 87.17 | 02/26/30 | — | — | — | — | | | 1,540 | 769(4) | 82.44 | 03/04/31 | 400(3) | 19,860 | — | — | | | — | — | — | — | 344(3) | 17,080 | — | — | | | 753 | 1,504(5) | 70.08 | 03/04/32 | 1,427(6) | 70,851 | 2,263(13) | 112,379 | | | — | — | — | — | 3,318(6) | 164,739 | — | — | | | — | 4,017(7) | 74.94 | 03/03/33 | 4,004(8) | 198,799 | — | — | | Jay Johns | 3,184 | — | 113.72 | 02/24/25 | — | — | — | — | | | 7,528 | — | 90.90 | 02/26/26 | — | — | — | — | | | 5,039 | — | 98.97 | 02/25/29 | — | — | — | — | | | 14,549 | — | 87.17 | 02/26/30 | — | — | — | — | | | 4,618 | 2,309(4) | 82.44 | 03/04/31 | 1,201(3) | 59,630 | — | — | | | 2,508 | 5,015(5) | 70.08 | 03/04/32 | 4,756(6) | 236,135 | 7,543(13) | 374,510 | | | — | 6,694(7) | 74.94 | 03/03/33 | 6,673(8) | 331,314 | — | — | | Christine Son | 1,621 | — | 113.72 | 02/24/25 | — | — | — | — | | | 3,764 | — | 90.90 | 02/26/26 | — | — | — | — | | | 12,593 | — | 53.49 | 03/03/27 | — | — | — | — | | | 4,767 | — | 68.80 | 02/22/28 | — | — | — | — | | | 2,559 | — | 98.97 | 02/25/29 | — | — | — | — | | | 4,143 | — | 87.17 | 02/26/30 | — | — | — | — | | | — | — | — | — | 1,011(3) | 50,196 | — | — | | | — | — | — | — | 840(15) | 41,706 | — | — | | | 1,380 | 2,758(5) | 70.08 | 03/04/32 | 2,616(6) | 129,884 | 4,149(13) | 206,020 | | | — | 5,021(7) | 74.94 | 03/03/33 | 5,005(8) | 248,498 | — | — |

  126. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) Per share value of stock awards is $49.65 based on the closing price of the Common Stock on the NYSE on December 29, 2023. |

  127. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) These NQSOs became exercisable as to one-third on each of January 4, 2022, January 4, 2023 and January 4, 2024. |

  128. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) These RSAs vested as to one-third on each of March 4, 2022, March 4, 2023 and March 4, 2024. |

  129. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) These NQSOs became exercisable as to one-third on each of March 4, 2022, March 4, 2023 and March 4, 2024. |

  130. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 40 | |

  131. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 2024 PROXY STATEMENT | | COMPENSATION TABLES |

  132. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) These NQSOs became exercisable as to one-third on March 4, 2023 and March 4, 2024 and will become exercisable as to one-third on March 4, 2025. |

  133. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (6) These RSAs vested as to one-third on March 4, 2023 and March 4, 2024 and will vest as to one-third on March 4, 2025. |

  134. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (7) These NQSOs became exercisable as to one-third on March 4, 2024 and will become exercisable as to one-third on each of March 4, 2025 and March 4, 2026. |

  135. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (8) These RSAs vested as to one-third on March 3, 2024 and will vest as to one-third on each of March 3, 2025 and March 3, 2026. |

  136. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (9) These NQSOs became exercisable as to one-third on June 15, 2022 and June 15, 2023 and will vest as to one-third on June 15, 2024. |

  137. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (10) These RSAs vested as to one-third on June 15, 2022 and June 15, 2023 and will vest as to one-third on June 15, 2024. |

  138. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (11) These RSAs vested as to one-fourth on June 15, 2022 and June 15, 2023 and will vest as to one-fourth on each of June 15, 2024, and June 15, 2025. |

  139. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (12) These RSAs vested as to one-third on March 4, 2023 and March 4, 2024 and will vest as to one-third on March 4, 2025. |

  140. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (13) These RSUs will vest on March 4, 2025 in an amount to be determined based upon the achievement of certain stock price performance targets. |

  141. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (14) These RSAs vested as to one-third on March 4, 2024 and will vest as to one-third on each of March 4, 2025 and March 4, 2026. |

  142. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (15) These RSAs vested as to one-third on May 17, 2022 and May 17, 2023, and will vest as to on-third on May 17, 2024. |

  143. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table provides information on stock option exercises and vesting of stock awards by the NEOs during the fiscal year ended December 31, 2023.

  144. 2023 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | John W. Peyton | — | — | 29,183 | 2,034,935 | | Vance Y. Chang | — | — | 2,888 | 231,240 | | Tony E. Moralejo | — | — | 3,463 | 285,359 | | Jay D. Johns | — | — | 9,666 | 788,802 | | Christine Son | — | — | 2,761 | 217,092 |

  145. 2023 Option Exercises and Stock Vested

    | (1) Represents the lapsing of restrictions on and the release or issuance, as applicable, of RSAs and RSUs granted to the NEO. |

  146. 2023 Option Exercises and Stock Vested

    | (2) Represents the product of the number of shares vested and the closing price of the Corporation’s Common Stock on the NYSE on the vesting date. |

  147. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation Pursuant to the Deferred Compensation Plan, certain highly compensated employees can elect to defer up to 80% of their base salary, 100% of annual cash incentive payments and 100% of long-term incentive plan distributions instead of receiving these amounts as payments taxable in the year of receipt. Under the Deferred Compensation Plan, participants may designate select investment options, approved by the Compensation Committee, in which the deferred compensation payments are deemed to be invested. These investment options are not publicly traded and are only available through variable insurance products. Participants have no ownership interest in the investment option(s) they select, as the investment options are used principally to measure gains or losses. Amounts are credited or debited to a participant’s account balance in accordance with deferral elections made by the participant. There is no guaranteed investment return on any deferred payment amounts. The unfunded, nonqualified plan structure of the Deferred Compensation Plan is required in order to preserve the beneficial tax deferral treatment for the participants. Amounts in a participant’s deferral account represent unsecured claims against

  148. 2023 Nonqualified Deferred Compensation

    | | 41 |

  149. 2023 Nonqualified Deferred Compensation

    | 2024 PROXY STATEMENT | | COMPENSATION TABLES |

  150. 2023 Nonqualified Deferred Compensation

    the Corporation’s assets. Deferred amounts together with any credited investment returns are paid out to participants in accordance with their advance written election, either in a lump sum or in annual installment payments commencing on the applicable benefit distribution date selected by the participant. No NEOs participated in the Deferred Compensation Plan during 2023 or had account balances as of December 31, 2023.

  151. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The information below describes and estimates certain compensation that would become payable under existing plans and arrangements assuming the NEO’s employment had terminated or a “change in control” had occurred on December 31, 2023, based on the Corporation’s closing stock price on December 31, 2023. These benefits are in addition to benefits available generally to salaried employees. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event and the Corporation’s stock price. In addition, as of December 31, 2023, the employment agreements for Messrs. Peyton, Chang, and Johns as well as the Amended and Restated Executive Severance and Change in Control Policy applicable to Ms. Son and Mr. Moralejo provide that if the payments and benefits to an NEO under his or her respective employment agreement or policy or another plan, arrangement or agreement would subject the NEO to the excise tax imposed by Section 4999 of the Internal Revenue Code, then such payments will be reduced by the minimum amount necessary to avoid such excise tax, if such reduction would result in the NEO receiving a higher net after-tax amount. The amounts reflected in the below table do not reflect the application of any reduction in compensation or benefits pursuant to the terms of the applicable employment agreement or policy. There can be no assurance that a termination or “change in control” would produce the same or similar results as those described if occurring on another date or at another price, or if any assumption used to prepare this information is not correct in fact. Please see “Employment Agreements and Change in Control Provisions” in the Compensation Discussion and Analysis section of this proxy statement for additional information.

  152. Potential Payments Upon Termination or Change in Control

    | | 45 |

  153. Potential Payments Upon Termination or Change in Control

    | 2024 PROXY STATEMENT | | COMPENSATION TABLES |

  154. Potential Payments Upon Termination or Change in Control

    The following table presents payments for involuntary termination by the Corporation for reasons other than “cause” or, in the case of Mr. Peyton, Mr. Chang and Mr. Johns, voluntary termination by the participant for “good reason” not in connection with a “change in control” (“CIC”).

  155. Potential Payments Upon Termination or Change in Control

    | | Peyton | Chang | Moralejo | Johns | Son | | Cash Severance | $4,937,500 | $1,084,697 | $1,140,000 | $1,425,000 | $800,000 | | Pro-Rata Bonus Payment | $1,036,451 | $0 | $0 | $0 | $0 | | Time-Vested NQSO Spread Value | $0 | $0 | $0 | $0 | $0 | | Time-Vested RSA and RSU | $1,511,495 | $310,015 | $221,042 | $288,169 | $239,710 | | Cash LTIP Value* | $0 | $0 | $0 | $0 | $0 | | Performance- and Time-Vested RSU Value | $0 | $0 | $0 | $0 | $0 | | Welfare Benefit Value | $31,360 | $21,612 | $20,337 | $15,259 | $19,565 | | Outplacement | $10,000 | $10,000 | $5,000 | $5,000 | $5,000 | | Total | $7,526,806 | $1,426,324 | $1,386,378 | $1,733,427 | $1,064,275 |

  156. Potential Payments Upon Termination or Change in Control

    | * These awards would be prorated based on actual performance as of the date of termination. All outstanding awards are below threshold as of December 31, 2023. |

  157. Potential Payments Upon Termination or Change in Control

    The following table presents payments for involuntary termination by the Corporation for reasons other than “cause” or, in the case of Mr. Peyton, Mr. Chang and Mr. Johns, voluntary termination by the participant for “good reason” within 24 months following a CIC.

  158. Potential Payments Upon Termination or Change in Control

    | | Peyton | Chang | Moralejo | Johns | Son | | Cash Severance | $7,406,250 | $2,169,394 | $2,280,000 | $2,850,000 | $1,600,000 | | Pro-Rata Bonus Payment | $1,036,451 | $329,299 | $374,868 | $599,468 | $248,340 | | Time-Vested NQSO Spread Value | $0 | $0 | $0 | $0 | $0 | | Time-Vested RSA and RSU | $1,820,666 | $677,772 | $471,327 | $627,080 | $470,285 | | Cash LTIP Value* | $0 | $0 | $0 | $0 | $0 | | Performance- and Time-Vested RSU Value | $0 | $244,706 | $112,379 | $374,510 | $206,020 | | Welfare Benefit Value | $31,360 | $43,225 | $30,505 | $22,888 | $29,348 | | Outplacement | $10,000 | $10,000 | $5,000 | $5,000 | $5,000 | | Severance Reduction (if applicable) | $0 | $425,223 | $225,505 | $0 | $0 | | Total | $10,304,727 | $3,029,173 | $3,048,575 | $4,478,946 | $2,558,992 |

  159. Potential Payments Upon Termination or Change in Control

    | * These awards would accelerate in full based on actual performance as of the date of the CIC. All outstanding awards are below threshold as of December 31, 2023. |

  160. Potential Payments Upon Termination or Change in Control

    The following table presents payments for retirement.

  161. Potential Payments Upon Termination or Change in Control

    | | Peyton | Chang | Moralejo | Johns* | Son | | Time Vested NQSO Spread Value | $0 | $0 | $0 | $0 | $0 | | Time Vested RSA and RSU Value | $0 | $0 | $0 | $295,765 | $0 | | Cash LTIP Value | $0 | $0 | $0 | $0 | $0 | | Performance and Time-Vested RSU Value | $0 | $0 | $0 | $0 | $0 | | Total | $0 | $0 | $0 | $295,765 | $0 |

  162. Potential Payments Upon Termination or Change in Control

    | * Mr. Johns is the only NEO eligible for retirement as of December 31, 2023. Vesting acceleration upon retirement is subject to Compensation Committee approval. |

  163. Potential Payments Upon Termination or Change in Control

    | 46 | |

  164. Potential Payments Upon Termination or Change in Control

    | 2024 PROXY STATEMENT | | COMPENSATION TABLES |

  165. Potential Payments Upon Termination or Change in Control

    The following table presents payments upon a CIC only and no termination of employment.

  166. Potential Payments Upon Termination or Change in Control

    | | Peyton | Chang | Moralejo | Johns | Son | | Time-Vested NQSO Spread Value | $0 | $0 | $0 | $0 | $0 | | Time-Vested RSA and RSU | $0 | $0 | $0 | $0 | $0 | | Cash LTIP Value* | $0 | $0 | $0 | $0 | $0 | | Performance- and Time-Vested RSU Value | $0 | $0 | $0 | $0 | $0 | | Total | $0 | $0 | $0 | $0 | $0 |

  167. Potential Payments Upon Termination or Change in Control

    | * These awards would be converted to time-based vesting based on actual performance as of the date of the CIC. All outstanding awards are below threshold as of December 31, 2023. |

  168. Potential Payments Upon Termination or Change in Control

    The NEOs have contractual entitlements to double trigger treatment with respect to cash severance and the vesting of outstanding equity and cash LTIP awards. In the event of a change-in-control where the acquiring entity does not assume outstanding awards, the Compensation Committee may exercise discretion to provide for the accelerated vesting of outstanding equity and cash LTIP awards. The following table presents payments upon termination of employment due to disability or death.

  169. Potential Payments Upon Termination or Change in Control

    | | Peyton | Chang | Moralejo | Johns | Son | | Pro-Rata Bonus Payment | $1,036,451 | $329,299 | $374,868 | $599,468 | $248,340 | | Time Vested NQSO Spread Value | $0 | $0 | $0 | $0 | $0 | | Time Vested RSA and RSU Value | $1,820,666 | $677,772 | $471,327 | $627,080 | $470,285 | | Cash LTIP Value | $0 | $0 | $0 | $0 | $0 | | Performance and Time-Vested RSU Value | $0 | $0 | $0 | $0 | $0 | | Total | $2,857,117 | $1,007,071 | $846,195 | $1,226,548 | $718,625 |

  170. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of John W. Peyton, our CEO. Consistent with the Compensation Committee’s approach to our executive compensation program, we set compensation using a market-based approach. Accordingly, we strive to create a competitive global compensation program in terms of both the position and the geographic location in which the employee is located. As a result, our compensation program varies among each local market in order to allow us to provide a competitive compensation package.

  171. Identification of Median Employee

    | 2024 PROXY STATEMENT | | Pay vs. Performance Comparison |

  172. Pay vs. Performance Comparison

    Pay vs. Performance Comparison Our executive compensation programs are intended to link a substantial portion of our NEOs’ realized compensation to the achievement of our financial, operational, and strategic objectives, and to align our NEOs’ pay with changes in the value of our shareholders’ investments. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with Company performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement. As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid (“CAP”) (as defined in Item 402(v)) and performance for fiscal years 2023, 2022, 2021 and 2020.

  173. Pay vs. Performance Comparison

    | | | | | | | | Ending Value of Initial Fixed $100 Investment Based on: | | (Stated in millions) | | | Year | Summary Compensation Table Total for CEO(1) ($) | Compensation Actually Paid to CEO(1)(2) ($) | Summary Compensation Table Total for former CEO(1) ($) | Compensation Actually Paid to former CEO(1)(2) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(1) ($) | Average Compensation Actually Paid to Non-CEO NEOs(1)(2) ($) | Total Shareholder Return(3) | Comparator Group Total Shareholder Return(3) | Net Income (Loss) ($) | Adjusted EBITDA(4) ($) | | 2023 | 4,540,521 | 1,684,905 | — | — | 1,628,018 | 1,075,974 | $66.72 | $153.95 | 97.2 | 256.4 | | 2022 | 4,425,333 | 5,441,860 | — | — | 2,352,870 | 2,100,774 | $83.73 | $133.03 | 81.1 | 251.9 | | 2021 | 10,838,013 | 12,876,797(5) | 156,353 | 8,412,110 | 1,758,544 | 1,748,319 | $95.54 | $145.93 | 97.9 | 253.3 | | 2020 | — | — | 1,834,775 | (7,577,567) | 1,641,151 | 1,218,418 | $72.69 | $119.57 | (104.0) | 273.5 |

  174. Pay vs. Performance Comparison

    Figures above reflect updates made to more closely align with the SEC’s proposed methodology for calculating option values which has led to differences in year over year values.

  175. Pay vs. Performance Comparison

    | (1) The following individuals are our CEO, our former CEO, and other NEOs for each fiscal year: |

  176. Pay vs. Performance Comparison

    | Year | CEO(s) | Non-CEO NEOs | | 2023 | John W. Peyton | Vance Y. Chang, Jay D. Johns, Christine K. Son, Tony E. Moralejo | | 2022 | John W. Peyton | Vance Y. Chang, John C. Cywinski, Jay D. Johns, Christine K. Son | | 2021 | John W. Peyton Stephen P. Joyce | Vance Y. Chang, Allison Hall, John C. Cywinski, Jay D. Johns, Christine K. Son, Thomas H. Song | | 2020 | Stephen P. Joyce | Thomas H. Song, John C. Cywinski, Jay D. Johns, Bryan R. Adel |

  177. Pay vs. Performance Comparison

    | | 49 |

  178. Pay vs. Performance Comparison

    | 2024 PROXY STATEMENT | | Pay vs. Performance Comparison |

  179. Pay vs. Performance Comparison

    | (2) Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows: |

  180. Pay vs. Performance Comparison

    | | FY 2020 | | FY 2021 | | | FY 2022 | | FY 2023 | | | Adjustments | Former CEO | Avg. non- CEO NEO | CEO(1) | Former CEO | Avg. non- CEO NEO | CEO | Avg. non- CEO NEO | CEO | Avg. non- CEO NEO | | Summary Compensation table total for applicable year. | 1,834,775 | 1,641,151 | 10,838,013 | 156,353 | 1,758,544 | 4,425,333 | 2,352,870 | 4,540,521 | 1,628,018 | | Decrease for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | 0 | (544,415) | (6,326,281) | 0 | (649,629) | (2,450,059) | (1,234,459) | (2,450,050) | (600,096) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End. RSU values include RSUs attributable to reinvested Dividend Equivalents | 0 | 588,437 | 8,365,065 | 0 | 546,353 | 3,598,977 | 1,109,941 | 2,076,329 | 483,883 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Increase (decrease) for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (9,431,063) | (355,442) | 0 | 0 | (12,248) | (242,614) | (136,109) | (2,908,100) | (536,294) | | Increase (decrease) for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | 400 | (151,979) | 0 | 6,224,595 | 275,596 | 97,750 | (7,773) | 336,559 | 80,500 | | Decrease of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | 0 | 0 | 0 | 0 | (197,212) | 0 | 0 | 0 | 0 | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | 18,320 | 40,665 | 0 | 2,031,162 | 26,915 | 12,473 | 16,305 | 89,646 | 19,963 | | Compensation Actually Paid | (7,577,567) | 1,218,418 | 12,876,797 | 8,412,110 | 1,748,319 | 5,441,860 | 2,100,774 | 1,684,905 | 1,075,974 |

  181. Pay vs. Performance Comparison

    | (3) TSR is cumulative for the measurement periods beginning as of close of business on December 31, 2019 and ending on December 31, 2020, December 31, 2021, December 31, 2022, and December 31, 2023, calculated in accordance with Item 201 € of Regulation S-K. The S&P 1500 Composite Restaurant Index TSR column consists of 19 companies (excluding Dine Brands), which is the industry specific peer group in our 10-K. |

  182. Pay vs. Performance Comparison

    | (4) “Adjusted EBITDA” is a non-GAAP measure used for purposes of our Annual Incentive Plan. Adjusted EBITDA includes income before interest, taxes, depreciation and amortization. A reconciliation of this non-GAAP financial measure to results in accordance with GAAP can be found in Appendix A to this Proxy Statement. |

  183. Pay vs. Performance Comparison

    | (5) Includes one-time grants in the form of a sign-on bonus of $1,200,000, special sign-on RSUs valued at $3,096,478 as of the grant date, and special sign-on stock options valued at $884,704 as of the grant date. |

  184. Pay vs. Performance Comparison

    | 50 | |

  185. Pay vs. Performance Comparison

    | 2024 PROXY STATEMENT | | Pay vs. Performance Comparison |

  186. Relationship to Compensation Actually Paid

    Relationship to Compensation Actually Paid See the Compensation Discussion & Analysis for a description of how our Compensation Committee assesses the relationship between executive compensation and performance. The chart below provides a comparison between (i) the total stockholder return of the Corporation and the S&P 1500 Composite Restaurants Index assuming a fixed $100 initial investment as of close of business on December 31, 2019 and reinvestment of dividends, and (ii) the compensation actually paid to the individuals serving as CEO and the average compensation actually paid to our non-CEO

  187. Relationship to Compensation Actually Paid

    | | 51 |

  188. Relationship to Compensation Actually Paid

    | 2024 PROXY STATEMENT | | Pay vs. Performance Comparison |

  189. Relationship to Compensation Actually Paid

    The chart below provides a comparison between (i) the Corporation’s Net Income and (ii) compensation actually paid to the individuals serving as CEO and average compensation actually paid to our non-CEO NEOs for the fiscal years ended December 31, 2020, December 31, 2021, December 31, 2022, and December 31, 2023. The chart below provides a comparison between (i) the Corporation’s Adjusted EBITDA and (ii) compensation actually paid to the individuals serving as CEO and average compensation actually paid to our non-CEO

  190. Relationship to Compensation Actually Paid

    | 52 | |

  191. Relationship to Compensation Actually Paid

    | 2024 PROXY STATEMENT | | Equity Compensation Plan Information |

  192. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS Based on the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has designated the ten nominees listed below for election as directors of the Corporation, each to serve for a term of one year that will expire at the Corporation’s 2025 annual meeting of stockholders. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal. Your proxy will be voted as specified thereon or, if no instructions are given, for the Board of Directors nominees; however, the persons designated to vote proxies reserve full discretion to vote the shares represented by the proxies for the election of any substitute nominee or nominees designated by the Board of Directors in the event the nominee who would otherwise receive the votes is unavailable or unable to serve as a candidate for election as a director. The Board of Directors has no reason to believe that any of the nominees, each of whom currently serves on the Board of Directors, will be unavailable or unable to serve if elected. The Board of Directors believes that each of the director nominees and continuing directors is well qualified to serve on the Board of Directors, and each of the nominees brings his or her particular business, industry and financial experience and expertise to the Board of Directors. The Board of Directors believes that the backgrounds and qualifications of all of the directors, considered as a group, provide a complementary blend of diversity, experience, knowledge, and abilities. The following paragraphs give the name and age of each director nominee, as well as each nominee’s business experience over the last five years or more. Immediately following the description of each nominee’s business experience is a description of the particular experience, skills and qualifications that were instrumental in the Nominating and Corporate Governance Committee’s determination that the nominee should serve as a director of the Corporation.

  193. PROPOSAL ONE: ELECTION OF DIRECTORS

    | Howard M. Berk (age 59) | Mr. Berk has served on the Corporation’s Board of Directors since 2009. Since 2021, Mr. Berk has served as Senior Advisor of BDT & MSD Partners, a merchant bank with an advisory and investment platform. From 2002 to 2021, Mr. Berk was a Partner at MSD Capital/MSD Partners, L.P., a private investment firm. From 1998 to 2002, Mr. Berk was managing director of TG Capital Corp., an investment group that manages the capital of a single family and acquires and invests in both public and private companies. From 1995 to 1998, Mr. Berk was with The Stenbeck Group, acquiring and managing businesses in multiple countries. Prior to that, he was with Goldman, Sachs & Co., where he worked in the principal investment area, as well as the mergers and acquisitions department. Mr. Berk’s qualifications to sit on the Corporation’s Board of Directors include his experience in dealing with public company boards of directors from a public investor perspective and his experience in finance and managing and investing private capital. • Member of the Audit Committee • Chair of the Compensation Committee |

  194. PROPOSAL ONE: ELECTION OF DIRECTORS

    | | 59 |

  195. PROPOSAL ONE: ELECTION OF DIRECTORS

    | 2024 PROXY STATEMENT | | MATTERS TO BE VOTED UPON AT THE ANNUAL MEETING |

  196. PROPOSAL ONE: ELECTION OF DIRECTORS

    | Richard J. Dahl (age 72) | Mr. Dahl serves as Chairman of the Board of Directors of Dine Brands Global, Inc. He has served on the Corporation’s Board of Directors since 2004 and assumed the role of Chairman of the Board of Directors in 2017. Mr. Dahl served as the Corporation’s Lead Director from January 2010 to March 2017. Mr. Dahl served as the Chairman of the Board of Directors of the James Campbell Company LLC, a nationally diversified real estate company, from 2010 to May 2018, and previously served as the President and Chief Executive Officer of James Campbell Company LLC from August 2010 to December 2016. He has been a member of the Board of Directors of Hawaiian Electric Industries, Inc. from January 2017 until August 2023 and currently serves as the Chairman of the Board of American Savings Bank, a wholly owned subsidiary of Hawaiian Electric Industries, Inc. He will conclude his tenure on the Boards of Directors of IDACORP, Inc. and its primary subsidiary, Idaho Power Company, effective May 2024. Having been a board member of Idaho Power Company since 2008, he also held the position of Chairman from May 2019 and will serve until May 2024. He served as a member of the Board of Directors of International Rectifier Corporation from February 2008 to January 2015 and as Chairman of the Board from May 2008 to January 2015. Mr. Dahl also served on the Board of Directors and as President and Chief Operating Officer of Dole Food Company, Inc. from 2004 to 2007. • Member of the Nominating and Corporate Governance Committee • Member of the Audit Committee |

  197. PROPOSAL ONE: ELECTION OF DIRECTORS

    | Michael C. Hyter (age 67) | Mr. Hyter has served on the Corporation’s Board of Directors since July 2020. Mr. Hyter has served as the President and Chief Executive Officer of the Executive Leadership Council since March 2021, a membership organization for Black CEOs, board directors, and senior executives. Mr. Hyter was the Chief Diversity Officer at Korn Ferry International, an organizational and people advisory firm, from June 2020 to February 2021, and was Managing Partner of Korn Ferry International from September 2012 to June 2020. Previously, Mr. Hyter served as the President and Managing Partner of Global Novations LLC, a provider of diversity, inclusion, and leadership development solutions, from 2006 to September 2012. From 2001 to 2006, Mr. Hyter served as President and Chief Executive Officer of Novations LLC. Mr. Hyter’s qualifications to sit on the Corporation’s Board of Directors include his prior experience in senior executive positions, his experience in management, and his leadership in diversity and inclusion-driven corporate growth strategies. • Member of the Nominating and Corporate Governance Committee • ESG Board Liaison |

  198. PROPOSAL ONE: ELECTION OF DIRECTORS

    | Caroline W. Nahas (age 75) | Ms. Nahas has served on the Corporation’s Board of Directors since 1992. She currently serves as a Senior Advisor to Korn Ferry, an organizational and people advisory firm, having previously served as Vice Chair of Korn/Ferry International from January 2015 to 2020. From 1998 to 2015, she held the position of managing director, Southern California, or similar positions at Korn/Ferry International, while previously serving as a member of the executive committee of Korn/Ferry International from 1995 until 1998. Ms. Nahas currently serves as Board Chair of the UCLA Anderson School of Management-Board of Visitors. Ms. Nahas is the former chairman of the board of directors of the United Way of Greater Los Angeles. She has also previously served as Director of Whittier Trust and Trustee of Scripps College. • Chair of the Nominating and Corporate Governance Committee • Member of the Compensation Committee |

  199. PROPOSAL ONE: ELECTION OF DIRECTORS

    | 60 | |

  200. PROPOSAL ONE: ELECTION OF DIRECTORS

    | 2024 PROXY STATEMENT | | MATTERS TO BE VOTED UPON AT THE ANNUAL MEETING |

  201. PROPOSAL ONE: ELECTION OF DIRECTORS

    | Douglas M. Pasquale (age 69) | Mr. Pasquale has served on the Corporation’s Board of Directors since March 2013. He currently serves as Chief Executive Officer of the investment and consulting firm Capstone Enterprises Corporation, a position he has held since January 2012. He currently serves on three other NYSE Boards including the historic Alexander & Baldwin, Inc. since 2012. Mr. Pasquale served as Nationwide Health Properties’ chairman of the board of directors from 2009 to 2011, President and Chief Executive Officer from 2004 to 2011, and Executive Vice President and Chief Operating Officer from 2003 to 2004. He also served as a Director of Nationwide Health Properties from 2003 to 2011, Terreno Realty Corporation since 2010 and Sunstone Hotel Investors, Inc. since 2011. Mr. Pasquale is a successful leader in the real estate industry with extensive experience and skills in leadership, management, finance, mergers and acquisitions and strategic planning. Mr. Pasquale received his B.S. degree in Accounting and his M.B.A. degree with highest honors from the University of Colorado and guest lectures at several universities. • Chair of the Audit Committee |

  202. PROPOSAL ONE: ELECTION OF DIRECTORS

    | John W. Peyton (age 57) | Mr. Peyton has served as the Chief Executive Officer of the Corporation since January 2021. Mr. Peyton served as President and Chief Executive Officer of Realogy Franchise Group from 2016 to December 2020. Prior to Realogy, Mr. Peyton spent 17 years with Starwood Hotels and Resorts Worldwide, holding various positions including Chief Marketing Officer, Senior Vice President of Global Operations and Chief Operations Officer, North America Hotel Division, among others. Mr. Peyton’s qualifications to sit on the Corporation’s Board of Directors include his insight into our operations and strategy as Chief Executive Officer as well as his extensive prior experience in senior leadership roles. |

  203. PROPOSAL ONE: ELECTION OF DIRECTORS

    | Martha C. Poulter (age 56) | Ms. Poulter has served on the Corporation’s Board of Directors since September 2021. Ms. Poulter is Senior Vice President and Chief Information Officer for Royal Caribbean Group, a global cruise company. In this role, she leads Royal Caribbean Group’s global IT team both on shore and shipboard across multiple brands including Royal Caribbean International, Celebrity Cruises, and Silversea Cruises. Prior to joining Royal Caribbean in 2018, Ms. Poulter was Executive Vice President and Chief Information Officer at Starwood Hotels & Resorts Worldwide, Inc. Before joining Starwood in 2014, Ms. Poulter served as Vice President and Chief Information Officer at GE Capital with global responsibility for IT strategy and operations. Ms. Poulter holds a B.S.E. degree in Computer Science and Engineering from the University of Connecticut and completed her M.B.A. at the University of New Haven. Ms. Poulter’s qualifications to sit on the Corporation’s Board of Directors include her many years of information and IT operations leadership experience in various industries, including hospitality and financial services. • Member of the Audit Committee • Cyber Security Liaison |

  204. PROPOSAL ONE: ELECTION OF DIRECTORS

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  205. PROPOSAL ONE: ELECTION OF DIRECTORS

    | 2024 PROXY STATEMENT | | MATTERS TO BE VOTED UPON AT THE ANNUAL MEETING |

  206. PROPOSAL ONE: ELECTION OF DIRECTORS

    | Matthew T. Ryan (age 61) | Mr. Ryan joined the Corporation’s Board of Directors in March 2024. He currently serves as Chief Executive Officer of Soli Organic, the market leader in organic controlled environment agriculture since 2021. Matt brings to the table over 35 years of experience at blue chip growth companies in retail, CPG and entertainment, including Starbucks and The Walt Disney Company. He was the Executive Vice President, Chief Marketing Officer of Starbucks from 2018-2020. He has also held strategic planning roles with several national and international advertising agencies and currently serves on the Board of Directors for Kaiser Permanente Heath Plan and Hospitals. Mr. Ryan’s qualifications to sit on the Corporation’s Board of Directors include his franchise experience across the restaurant and hospitality industries. • Member of the Audit Committee |

  207. PROPOSAL ONE: ELECTION OF DIRECTORS

    | Arthur F. Starrs (age 47) | Mr. Starrs has served on the Corporation’s Board of Directors since May 2023. Mr. Starrs is Chief Executive Officer of Topgolf International, Inc., a sports entertainment company, and has served in such capacity since April 2021. Mr. Starrs is responsible for Topgolf’s global businesses which include domestic and international Topgolf venues, Toptracer, and Topgolf Media. Prior to Topgolf, Mr. Starrs was the Global CEO of Pizza Hut, a division of Yum! Brands and global restaurant business, from July 2019 until April 2021. He was President of Pizza Hut U.S. from April 2016 to July 2019, General Manager of Pizza Hut U.S. October 2015 to April 2016. Prior to that he served as Chief Financial Officer of Pizza Hut U.S. from January 2014 to October 2015 and Vice President – Finance from August 2013 to December 2013. He previously served on the board of directors for Grubhub, Inc. and currently serves as a board member for Five Iron Golf. He is a member of numerous non-profit boards, including The First Tee of Greater Dallas, First Book, The Greater Dallas Youth Orchestra, and Greenhill School. Mr. Starrs’ qualifications to sit on the Corporation’s Board of Directors include his franchise experience across the restaurant and hospitality industries, his experience in management and finance, and his service on the boards of directors or public and private companies. |

  208. PROPOSAL ONE: ELECTION OF DIRECTORS

    | Lilian C. Tomovich (age 56) | Ms. Tomovich has served on the Corporation’s Board of Directors since January 2017. Ms. Tomovich has served as the Chief Marketing Officer of Barclays US Consumer Bank since September 2021. Ms. Tomovich served as the Chief Marketing Officer of Grove Collaborative, a home essentials company, from August 2020 to February 2021. She served as the Chief Experience Officer and Chief Marketing Officer for MGM Resorts International, a global hospitality company, from July 2014 to December 2019. Ms. Tomovich served as the Senior Vice President, US Consumer Marketing for MasterCard Worldwide, a global payments solutions company, from 2013 to 2014 and was the country head of Marketing for Canada from 2010 to 2013. Ms. Tomovich’s qualifications to sit on the Corporation’s Board of Directors include her 25 years of marketing experience across all channels in the hospitality, retail, financial services, and telecom industries. |