DEF 14A of Dine Brands Global, Inc.
Filed Mar 27, 2026 · FY20250001193125-26-127555
Your Vote is Important
| | Page | | Outstanding Equity Awards at 2025 Fiscal Year-End | 42 | | 2025 Option Exercises and Stock Vested | 43 | | 2025 Nonqualified Deferred Compensation | 43 | | Employment Agreements and Equity Awards | 44 | | Potential Payments Upon Termination or Change in Control | 46 | | CEO Pay Ratio | 48 | | 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 | 58 | | 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 KPMG LLP AS THE CORPORATION’S INDEPENDENT AUDITOR FOR THE 2026 FISCAL YEAR | 64 | | PROPOSAL THREE: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE CORPORATION’S NAMED EXECUTIVE OFFICERS | 64 | | PROPOSAL FOUR: AN ADVISORY VOTE TO PROVIDE STOCKHOLDERS THE RIGHT TO CALL A SPECIAL MEETING OF THE STOCKHOLDERS AT A 25% OWNERSHIP THRESHOLD | 65 | | PROPOSAL FIVE: STOCKHOLDER PROPOSAL REGARDING THE RIGHT OF STOCKHOLDERS TO CALL A SPECIAL MEETING OF STOCKHOLDERS AT A 15% OWNERSHIP THRESHOLD | 66 | | Proposals of Stockholders | 69 | | Householding of Proxy Materials | 70 | | Other Business | 71 | | Appendix A | A-1 | | Reconciliation of Non-GAAP Financial Measures | A-1 |
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.
Board of Directors Committees and Their Functions
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Board of Directors Committees and Their Functions
| 2026 PROXY STATEMENT | | CORPORATE GOVERNANCE |
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 2025. 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.
Board of Directors Committees and Their Functions
| Name of Committee and Membership | Principal Functions and Responsibilities | | Audit Committee Arthur F. Starrs, Chair* Howard M. Berk Amanda Clark Richard J. Dahl (retiring as of the date of the Annual Meeting) Douglas M. Pasquale Martha C. Poulter Enrique Silva | • 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, food safety, quality assurance, cybersecurity (as described further below) and artificial intelligence. • 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 2025 | • Review risk assessments from management with respect to cybersecurity and artificial | | Nine Meetings | intelligence and oversee the Corporation’s cybersecurity and artificial intelligence 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, including artificial intelligence. • Prepare the report required by the rules of the SEC to be included in the Corporation’s annual proxy statement. • Review, approve and oversee all related party transactions (as defined under Item 404 of Regulation S-K and under the standards of the Public Company Accounting Oversight Board). |
Board of Directors Committees and Their Functions
*Mr. Starrs is considered an audit committee financial expert.
Board of Directors Committees and Their Functions
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Board of Directors Committees and Their Functions
| 2026 PROXY STATEMENT | | CORPORATE GOVERNANCE |
Board of Directors Committees and Their Functions
| Name of Committee and Membership | Principal Functions and Responsibilities | | Compensation Committee Howard M. Berk, Chair Martha C. Poulter Matthew T. Ryan 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 2025 | • Review and approve changes to perquisites or other personal benefits provided | | Seven 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. • 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. |
Board of Directors Committees and Their Functions
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Board of Directors Committees and Their Functions
| 2026 PROXY STATEMENT | | CORPORATE GOVERNANCE |
Board of Directors Committees and Their Functions
| Name of Committee and Membership | Principal Functions and Responsibilities | | Nominating and Corporate Governance Committee Michael C. Hyter, Chair Richard J. Dahl (retiring as of the date of the Annual Meeting) Douglas M. Pasquale 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 2025 | • Consider the suitability of existing directors for continued service on the Board of | | Three 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. |
Board of Directors Committees and Their Functions
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Board of Directors Committees and Their Functions
| 2026 PROXY STATEMENT | | CORPORATE GOVERNANCE |
Stockholder Nominations
| 2026 PROXY STATEMENT | | DIRECTOR COMPENSATION |
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 2025, 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:
DIRECTOR COMPENSATION
| • | $125,000 as an annual retainer for the Chairman of the Board of Directors; |
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; |
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; |
DIRECTOR COMPENSATION
| • | $1,500 per meeting beyond the eighth meeting of the Board of Directors attended for each director in a year; and |
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. |
DIRECTOR COMPENSATION
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 2025, equity awards valued at approximately $120,000 in the form of RSUs were granted to each non-employee director under the Corporation’s 2019 Stock Incentive Plan, as amended (the “2019 Stock Incentive Plan”). Consistent with the non-employee director compensation program, annual equity awards granted to non-employee directors cliff vest on the one-year anniversary of the date of grant. In the event a director retires from the Board of Directors after completing five years of service, all of the director’s then-outstanding RSUs will vest. To the extent the Corporation declares dividends, non-employee directors receive dividend equivalent rights in the form of additional RSUs in lieu of receiving cash dividends based upon the number of RSUs held by the director at the time of the dividend record dates. Dividend equivalent rights are developed to the same vesting restrictions as the underlying RSUs. Directors are eligible to defer up to 100% of their annual Board of Directors retainer and committee fees and equity awards pursuant to the Dine Brands Global, Inc. Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”).
Stock Ownership Guidelines
| 2026 PROXY STATEMENT | | DIRECTOR COMPENSATION |
Director Compensation Table for 2025
Director Compensation Table for 2025 The following table sets forth certain information regarding the compensation earned or paid in cash and stock awards granted to each non-employee director who served on the Board of Directors in 2025. Mr. Peyton did not receive any additional compensation for his service as a director in 2025. Please see the 2025 Summary Compensation Table for the compensation received by Mr. Peyton in his capacity as Chief Executive Officer.
Director Compensation Table for 2025
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Howard M. Berk | 110,000 | 120,747 | 230,747 | | Richard J. Dahl | 151,825 | 120,747 | 272,572 | | Michael C. Hyter | 97,500 | 120,747 | 218,247 | | Caroline W. Nahas(4) | 35,202 | 120,747 | 155,949 | | Douglas M. Pasquale | 173,305 | 120,747 | 294,052 | | Martha Poulter | 93,815 | 120,747 | 214,562 | | Matthew T. Ryan | 85,947 | 120,747 | 206,964 | | Arthur F. Starrs | 96,973 | 120,747 | 217,720 | | Lilian C. Tomovich | 95,000 | 120,747 | 215,747 |
Director Compensation Table for 2025
| (1) Includes cash retainers for serving as a chair or member of the Board of Directors and its standing committees, as applicable |
Director Compensation Table for 2025
| (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 13 to the Consolidated Financial Statements in the Corporation’s annual report on Form 10-K for the fiscal year ended December 28, 2025 for information regarding assumptions underlying the valuation of equity awards. |
Director Compensation Table for 2025
| (3) The following table sets forth the number of RSUs held by each nonemployee director who served the Corporation during 2025 and which were outstanding at December 28, 2025. |
Director Compensation Table for 2025
| Name | Stock Awards Outstanding at December 28, 2025 (#) | | Howard M. Berk | 4,921 | | Richard J. Dahl | 4,921 | | Michael C. Hyter | 4,921 | | Caroline W. Nahas | 0 | | Douglas M. Pasquale | 4,921 | | Martha Poulter | 4,921 | | Matthew T. Ryan | 4,921 | | Arthur F. Starrs | 4,921 | | Lilian C. Tomovich | 4,921 |
Director Compensation Table for 2025
| (4) Ms. Nahas retired from the Board of Directors in May 2025, and her fees were pro-rated for her service during the year. |
Director Compensation Table for 2025
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Director Compensation Table for 2025
| 2026 PROXY STATEMENT | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
Effective March 4, 2025, Mr. Moralejo departed from his role as President, Applebee’s Business Unit and John W. Peyton, our Chief Executive Officer, became President, Applebee’s Business Unit. Mr. Moralejo became entitled to receive severance payments under the Corporation’s Executive Severance and Change in Control Plan (the “Severance Plan”) based on a qualifying termination of employment without cause and remained with the Corporation as a consultant to assist in the transition of the role until June 2025. Mr. Kim was appointed President of the IHOP Business Unit effective January 6, 2025.
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. |
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 RSAs, the three-year cash LTIP (the “Cash LTIP”), and the two-year development cash LTIP (the “Development LTIP”), described further below. |
Compensation Policies, Practices and Risk Management
| • | The Corporation’s annual cash incentive plan, the Cash LTIP and the Development LTIP all have capped payment opportunities. |
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. |
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. |
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 release of fiscal year-end earnings. |
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. |
Compensation Policies, Practices and Risk Management
| • | The Corporation’s equity compensation plans do not permit repricing of previously granted stock options without stockholder approval. |
Compensation Policies, Practices and Risk Management
| • | The Corporation has not authorized any guaranteed bonuses. |
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. |
The Role of the Compensation Committee
| • | Reviews and approves compensation and benefits programs, including grants made pursuant to the Corporation’s equity compensation plans; |
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 |
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 2025, 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 2025, Exequity performed the following services:
The Role of the Compensation Consultant
| • | Provided executive compensation competitive market data (as described below); |
The Role of the Compensation Consultant
| • | Provided analysis and advice regarding incentive plan design; |
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 |
The Role of the Compensation Consultant
| • | Advised on compensation for executive officers. |
The Role of the Compensation Consultant
Exequity did not provide any additional services to the Corporation during 2025 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.
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 7 of our 17 current peers having more than 85% of their locations franchised. We believe our significantly franchised business model (close to 98% franchised as of fiscal year end 2025) 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 more company-owned 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 28, 2025, the Corporation ranked below the median in revenues and market capitalization (due to our franchise structure) and below the median in enterprise value and 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.
Compensation Competitive Market Data and Peer Group
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Compensation Competitive Market Data and Peer Group
| 2026 PROXY STATEMENT | | EXECUTIVE COMPENSATION |
Compensation Competitive Market Data and Peer Group
The NEO Peer Group used for evaluating 2025 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 2024 compensation decisions with the exception of First Watch Restaurant Group, Inc., which meets the peer group selection criteria above and was added to the peer group in 2025.
Compensation Competitive Market Data and Peer Group
| • Bloomin’ Brands Inc. | • Dave & Buster’s Entertainment, Inc. | • Shake Shack, Inc. | | • BJ’s Restaurants, Inc. | • Denny’s Corporation | • Texas Roadhouse, Inc. | | • Brinker International, Inc. | • First Watch Restaurant Group, Inc. | • The Wendy’s Company | | • The Cheesecake Factory Incorporated | • Jack in the Box, Inc. | • Wingstop Inc. | | • Choice Hotels International, Inc. | • Papa John’s International, Inc. | • Wyndham Hotels and Resorts, Inc. | | • Cracker Barrel Old Country Store, Inc. | • Red Robin Gourmet Burgers, Inc. | |
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 considered similar to ours.
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. |
Elements of the Compensation Program for NEOs
| • | LTI Awards. LTI awards are comprised of RSAs, the Cash LTIP, and the Development 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 (or a two-year period for the Development LTIP) to provide ongoing alignment with stockholders’ interests based on the Corporation’s future stock price performance. 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 only achieves 85% of its cumulative adjusted EBITDA target after a three-year performance period and only provides full payment if the Corporation meets 100% of its cumulative adjusted EBITDA target after the three-year performance period. For 2025, the Compensation Committee implemented the Development LTIP which is intended to be a one-time grant and will only pay out if the Corporation achieves certain net development targets at the end of a two-year period. The Development LTIP has a two-year performance period |
Elements of the Compensation Program for NEOs
| to account for the unpredictability and full life cycle of restaurant development. The Development LTIP was designed to be separate from the Cash LTIP in order to incentivize our executives to remain focused on driving net restaurant growth, which the Corporation views as an integral part of our long-term strategy, while also tying a portion of LTI awards to performance factors that are more directly within management’s control. |
Elements of the Compensation Program for NEOs
| Base Salary | + | Annual Cash Incentive | + | Long-Term Incentive | = | Total Direct Compensation Opportunity |
2025 Total Direct Compensation Opportunity
| Name | 2025 Base Salary ($) | 2025 Annual Cash Target Incentive ($) | 2025 Annual Long-Term Incentive ($)(1) | 2025 Total Direct Compensation Opportunity ($)(1) | | John W. Peyton | 1,000,000 | 1,500,000 | 4,260,496 | 6,760,496 | | Vance Y. Chang | 546,312 | 409,734 | 601,854 | 1,557,900 | | Tony E. Moralejo(2) | 600,000 | 540,000 | 0 | 1,140,000 | | Lawrence Y. Kim(3) | 700,000 | 630,000 | 1,003,081 | 2,333,081 | | Christine K. Son | 550,000 | 412,500 | 501,553 | 1,464,053 |
2025 Total Direct Compensation Opportunity
| (1) Excluded from this column are: (a) the Development LTIP and (2) one-time special retention RSAs granted by the Compensation Committee to Mr. Peyton, Mr. Chang and Ms. Son in 2025. These items are excluded because they are not part of the Corporation’s regular compensation program and not representative of how the Compensation Committee views TDCO. |
2025 Total Direct Compensation Opportunity
| (2) Due to his separation from the Corporation in 2025, Mr. Moralejo’s base salary and annual cash incentive target were not adjusted as compared to 2024 and Mr. Moralejo did not receive a 2025 LTI award. |
2025 Total Direct Compensation Opportunity
| * Excluded from this chart are: (a) the Development LTIP and (2) a one-time special retention RSA granted by the Compensation Committee to Mr. Peyton in 2025. These items are excluded because they are not part of the Corporation’s regular compensation program and not representative of how the Compensation Committee views TDCO. |
2025 Total Direct Compensation Opportunity
| * Excluded from this chart are: (a) the Development LTIP and (2) one-time special retention RSAs granted by the Compensation Committee to Mr. Chang and Ms. Son in 2025. These items are excluded because they are not part of the Corporation’s regular compensation program and not representative of how the Compensation Committee views TDCO. |
Annual Base Salaries
Annual Base Salaries In setting annual base salaries, the Compensation Committee generally considers market data derived from a review of the proxy statement disclosures of the NEO Peer Group, published compensation surveys and, in the case of the NEOs other than the Chief Executive Officer, recommendations and assessments of the performance of the individual NEOs by the Chief Executive Officer. The Compensation Committee uses the market data to establish points of reference to determine whether and to what extent it is establishing competitive levels of compensation for the NEOs. In the case of Mr. Kim, the Compensation Committee considered his skillset and qualifications, internal benchmarking data for the position, and market data.
Annual Base Salaries
| * Ms. Son’s base salary increased in 2025 due to increased responsibilities in her role and to further align with review of internal benchmarking data. |
Annual Cash Incentives
Annual Cash Incentives In early 2025, the Compensation Committee approved the 2025 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 2025 Annual Incentive Plan, the target annual cash incentive amount for each NEO is established as a percentage of base salary based on the participant’s level in the management structure and on market competitiveness. The 2025 threshold, target, and maximum payout amounts for each NEO are provided in the Grants of Plan-Based Awards in 2025 table. The 2025 threshold, target, and maximum percentages of base salary for each of the continuing NEOs under the Corporation’s 2025 Annual Incentive Plan were as follows:
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 | 25% | 150% | 300% | | Vance Y. Chang | 25% | 75% | 150% | | Tony E. Moralejo* | N/A | 90% | N/A | | Lawrence Y. Kim | 25% | 90% | 180% | | Christine K. Son | 25% | 75% | 150% |
Annual Cash Incentives
| * Pursuant to the terms of his separation, Mr. Moralejo received a payout equal to his target opportunity for the year and did not participate in the 2025 Annual Incentive Plan. |
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. The target annual cash incentive award for each NEO other than Mr. Kim and Ms. Son did not change as compared to 2024. For Ms. Son, her annual cash incentive award was increased, as a percentage of base salary, from 60% to 75% due to increased responsibilities and to further align with the Corporation’s internal benchmarking data. In the case of Mr. Kim, the Compensation Committee considered internal benchmarking data for the position, the compensation received by Mr. Kim’s predecessor in the role and market data. The 2025 annual cash incentive for the NEOs is based on a combination of Dine Brands, IHOP Business Unit, and Applebee’s Business Unit adjusted EBITDAs and traffic. The Compensation Committee removed restaurant sales and net development as performance measures for the 2025 annual cash compensation program as compared to 2024. The 2025 annual cash incentive program was simplified after consultation with Exequity in order to drive focus on key performance measures intended to maximize shareholder value and align with the Corporation’s long-term strategy and to align the structure of the Corporation’s performance measures more closely with those of its peers.
Annual Cash Incentives
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Annual Cash Incentives
| 2026 PROXY STATEMENT | | EXECUTIVE COMPENSATION |
Annual Cash Incentives
The Compensation Committee utilizes adjusted EBITDA as a performance measure because it believes adjusted EBITDA appropriately incentivizes the business units on items specifically within their control and reflects the Corporation’s overall ability to capture market share. The Corporation defined adjusted EBITDA as net income or loss, adjusted for the effect of any interest expense or income, any income tax provision or benefit, any depreciation and amortization, any non-cash stock-based compensation, any closure and impairment charges, any gain or loss related to debt extinguishment, any gain or loss related to the disposition of assets, and other items deemed not reflective of continuing operations. The Compensation Committee utilizes traffic in order to encourage the brands to drive improved sales figures compared to the brand’s peers. “Traffic” is a growth performance indicator used by the Corporation and the restaurant industry and is used to compare the number of guests visiting a brand’s restaurants to the number of guests visiting restaurants from the corresponding brand’s Black Box Intelligence peer set. For 2025, the Compensation Committee revised the methodology for calculating traffic growth from an absolute to a relative performance measure, which was intended to control for the impact of industry-wide factors outside the Corporation’s control while also rewarding improvements in performance relative to its peers. The Compensation Committee decided to remove restaurant sales as a performance measure for 2025 because it believed restaurants sales were not a representative measure for reflecting overall business health given the outsized weight menu pricing played for this metric. Additionally, net development was removed from the 2025 annual cash incentive program and included in the Development LTIP because the two-year performance period is intended to account for the longer life cycle of net restaurant development. 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 2025. 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 continuing NEOs for 2025:
Annual Cash Incentives
| Name | Dine Brands Adjusted EBITDA | IHOP Business Unit Adjusted EBITDA | Applebee’s Business Unit Adjusted EBITDA | Dine Brands Traffic v. Peer Set | IHOP Traffic v. Peer Set | | John W. Peyton | 60% | — | — | 40% | — | | Vance Y. Chang | 60% | — | — | 40% | — | | Christine K. Son | 60% | — | — | 40% | — | | Lawrence Y. Kim | 30% | 30% | — | — | 40% |
Annual Cash Incentives
The threshold, target, and maximum payout levels for the performance metrics are illustrated in the table below.
Annual Cash Incentives
| Metric | Threshold | Target | Maximum | Actual Result | Percentage of Target Achieved | Payout Percentage of Target for Metric | | Dine Brands Adjusted EBITDA (millions) | $199.8 | $235.0(1) | $258.5 | $219.8 | 93.6% | 65.0% | | IHOP Business Unit Adjusted EBITDA (millions) | $133.1 | $156.6(2) | $172.3 | $150.7 | 96.2% | 80.0% | | Applebee’s Business Unit Adjusted EBITDA (millions) | $91.8 | $108.0 | $118.8 | $109.3 | 101.2% | 106.0% | | Dine Brands Traffic v. Peer Set(3) | — | — | — | — | — | — | | Applebee’s Traffic v. Peer Set(3) | — | — | — | — | — | — | | IHOP Traffic v. Peer Set(3) | — | — | — | — | — | — | | Payout as a Percentage of an Executive’s Target | 25.0% | 100.0% | 200.0% | — | — | — |
Annual Cash Incentives
| | 33 |
Annual Cash Incentives
| 2026 PROXY STATEMENT | | EXECUTIVE COMPENSATION |
Annual Cash Incentives
| (1) The 2025 target is lower relative to 2024 due to the Corporation’s investments in strategic initiatives related to restaurant remodels, dual-branded IHOP and Applebee’s restaurants, and an increase in company-owned restaurants. |
Annual Cash Incentives
| (2) The 2025 target is lower relative to 2024 due to reduced rental and financing margins driven by increased restaurant closures associated with franchise agreement expirations. |
Annual Cash Incentives
| (3) Dine Brands Traffic, Applebee’s Traffic and IHOP Traffic account for, in each case, 40% of the potential 2025 Annual Incentive Plan payout and are being excluded as such information is competitively sensitive and not otherwise disclosed by the Corporation. |
Annual Cash Incentives
The amounts in the table below represent the annual cash incentives paid to each of the NEOs pursuant to the 2025 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.
Annual Cash Incentives
| Name* | Base Salary | Target as Percentage of Base Salary | Percentage of Incentive Target Achieved | Annual Cash Incentive Paid | | John W. Peyton | $1,000,000 | 150% | 91.96% | $1,379,400 | | Vance Y. Chang | $546,312 | 75% | 91.96% | $376,791 | | Lawrence Y. Kim | $700,000 | 90% | 123.50% | $778,050 | | Christine K. Son | $550,000 | 75% | 91.96% | $379,335 |
Annual Cash Incentives
| * Mr. Moralejo’s annual cash incentive for 2025 was paid at 100% of target pursuant to the terms of his severance agreement. |
Long-Term Incentive or LTI Awards
Long-Term Incentive or LTI Awards The Compensation Committee grants each of the NEOs a blend of RSAs, a Cash LTIP award, and, for 2025, a Development LTIP award. The RSAs vest in equal installments over a three-year period, and the 2025 Cash LTIP payout is based on the Corporation’s cumulative adjusted EBITDA performance with a relative TSR modifier. The Development LTIP is intended to be a one-time award, with payout based on achievement of a cumulative net development target over a two-year performance period. The value of RSAs fluctuates with changes in the Corporation’s stock price. The Compensation Committee decided to grant a portion of each NEO’s 2025 LTI awards in the form of a Development LTIP (replacing the portion of LTI awards granted as NQSOs in prior years) in order to further align NEO compensation with the Corporation’s long-term net development goals. The Development LTIP has a two-year performance period that is intended to account for the unpredictability and full life cycle of restaurant development. The Compensation Committee believes that this mix of long-term incentives appropriately balances an emphasis on absolute performance and 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.
Long-Term Incentive or LTI Awards
| | RSAs | Cash LTIP | Development Cash LTIP | | CEO | 25% | 37.5% | 37.5% | | Other NEOs | 33.3% | 33.3% | 33.3% |
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 performance in achieving cumulative adjusted EBITDA targets over a three-year performance period. The cumulative adjusted EBITDA target was established based on our operation plan and was designed to be challenging but achievable with strong management performance. Additionally, this target award is subject to a TSR multiplier that can adjust the amount of
Long-Term Incentive or LTI Awards
| 34 | |
Long-Term Incentive or LTI Awards
| 2026 PROXY STATEMENT | | EXECUTIVE COMPENSATION |
Long-Term Incentive or LTI Awards
the target award based on the Corporation’s relative TSR performance over the performance period. The relative cumulative adjusted EBITDA targets are depicted below:
Long-Term Incentive or LTI Awards
| | Cumulative EBITDA for the Performance Period | Payout | | No Payout | <85% of Cumulative EBITDA Target | 0% | | Threshold | 85% of Cumulative EBITDA Target | 50% | | Target | 100% of Cumulative EBITDA Target | 100% | | Maximum | 110% of Cumulative EBITDA Target | 200% |
Long-Term Incentive or LTI Awards
The TSR multiplier to be applied at the end of the performance period is as follows:
Long-Term Incentive or LTI Awards
| Performance | Relative TSR | TSR Multiplier | | Maximum | 75th Percentile and Above | +25% (but not to exceed 200%) | | Threshold | 25th Percentile and Below | -25% |
Long-Term Incentive or LTI Awards
The Development LTIP provides for payment between zero and 200% of the target award based on the Corporation’s performance in achieving a pre-established cumulative net development target after a two-year performance period. The net development target was established based on our operation plan and was designed to be challenging but achievable with strong management performance. The relative development performance targets are depicted below:
Long-Term Incentive or LTI Awards
| | Relative Development at End of Performance Period | Percentage of Target Relative to Development Target Achieved | | No Payout | <50% of Net Development Target | 0% | | Threshold | 50% of Net Development Target | 50% | | Target | 100% of Net Development Target | 100% | | Maximum | 200% of Net Development Target | 200% |
Long-Term Incentive or LTI Awards
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 the awards. The table below summarizes the grant date value of the long-term incentive awards made in 2025, excluding the one-time retention awards described below. As noted above, the Development LTIP award is intended to be a one-time opportunity. Due to his 2025 departure, Mr. Moralejo did not participate in the 2025 LTI program:
Long-Term Incentive or LTI Awards
| Name | Restricted Stock | Cash LTIP at Target | Development LTIP at Target | Total Long-Term Incentive Opportunity | | John W. Peyton | $1,710,496 | $2,550,000 | $2,550,000 | $6,810,496 | | Vance Y. Chang | $301,854 | $300,000 | $300,000 | $901,854 | | Lawrence Y. Kim | $503,081 | $500,000 | $500,000 | $1,503,081 | | Christine K. Son | $251,553 | $250,000 | $250,000 | $751,553 |
Long-Term Incentive or LTI Awards
In addition, in 2025, the Compensation Committee granted one-time special retention awards in the form of RSAs to Mr. Peyton, Mr. Chang and Ms. Son with an aggregate grant date fair value of $503,081 for Mr. Peyton and Mr. Chang and $603,708 for Ms. Son. The special retention RSAs were intended to provide additional retention incentives and are scheduled to vest in equal installments over a three-year period.
Long-Term Incentive or LTI Awards
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Long-Term Incentive or LTI Awards
| 2026 PROXY STATEMENT | | EXECUTIVE COMPENSATION |
Long-Term Incentive or LTI Awards
Additional detail regarding long-term incentive awards granted in 2025 can be found in the “Grants of Plan-Based Awards in 2025” table in this proxy statement.
2023-2025 Cash LTIP Payout
2023-2025 Cash LTIP Payout The Cash LTIP payout for the 2023-2025 performance period and prior performance periods as a percentage of target was determined based on the Corporation’s TSR performance relative to all other restaurant companies traded on U.S.-based exchanges. Performance and payouts under the 2023-2025 performance period and prior performance periods were as follows:
2023-2025 Cash LTIP Payout
| Performance Period | Dine Brands TSR | Restaurant Index Percentile Rank | Payout as a Percentage of Target Award | | 2021-2023 | (23.13)% | 27.6(th) | 0% | | 2022-2024 | (47.62)% | 18.2(nd) | 0% | | 2023-2025* | (46.56)% | 37.1(st) | 74.2% |
2023-2025 Cash LTIP Payout
| * For the 2023-2025 Cash LTIP cycle, the Corporation’s TSR performance achieved a percentile rank of 37.1st relative to the companies included in the index of publicly-traded restaurant companies during the three-year performance period. The amounts in the table below represent the target Cash LTIP incentive and actual amounts paid to the participating NEOs pursuant to the 2023-2025 Cash LTIP. |
2023-2025 Cash LTIP Payout
| Name | 2023-2025 Target Award | 2023-2025 Payout (74.2% of Target) | | John W. Peyton | $1,050,000 | $779,100 | | Vance Y. Chang | $212,500 | $157,675 | | Tony E. Moralejo(1) | $150,000 | $89,974 | | Lawrence Y. Kim(2) | — | — | | Christine K. Son | $187,500 | $139,125 |
2023-2025 Cash LTIP Payout
| (1) Mr. Moralejo’s 2023-2025 Cash LTIP payment was prorated pursuant to the terms of his severance agreement. |
2023-2025 Cash LTIP Payout
| (2) Mr. Kim was appointed President of the IHOP Business Unit effective January 6, 2025 and did not participate in the 2023-2025 Cash LTIP. |
2023-2025 Performance-Based RSUs
2023-2025 Performance-Based RSUs In March 2022, the Compensation Committee granted a special retention award of performance-based RSUs to Mr. Chang and Ms. Son. Mr. Chang received 4,281 and Ms. Son received 3,925 performance-based RSUs, which were originally scheduled to vest on March 4, 2025 in amounts based on the Corporation’s achievement of stock price hurdles ranging from $115 to $150. Based on our stock price performance during the performance period, these RSUs did not vest and were forfeited.
Employment Agreements and Change-in-Control Provisions
Employment Agreements and Change-in-Control Provisions
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 28, 2025, Mr. Peyton was a party to an employment agreement with the Corporation that 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 his employment agreement at any time, with or without cause upon written notice to the executive. The employment agreement provides for
Employment Agreements
| | 37 |
Employment Agreements
| 2026 PROXY STATEMENT | | EXECUTIVE COMPENSATION |
Employment Agreements
a base salary, target annual cash incentive opportunities as a percentage of base salary and certain other perquisites and benefit programs. The employment agreement does not contain multi-year incentive guarantees or tax gross-ups. The employment agreement contains confidentiality, trade secrets, discoveries, and non-solicitation provisions. Under certain termination scenarios, the employment agreement 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 agreement.
Amended and Restated Executive Severance and Change in Control Policy
Amended and Restated Executive Severance and Change in Control Policy As of December 28, 2025, Mr. Chang, Mr. Kim and Ms. Son participated in the Severance Plan. The Severance Plan 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 Severance Plan may provide for severance payments, benefits continuation and vesting of certain outstanding equity-based awards. The Severance Plan does not provide for tax gross-ups. On February 19, 2025, the Severance Plan was amended to provide that, upon a qualifying termination within 24 months following a “change in control,” the accelerated vesting of any unvested equity-based or long-term cash-based awards subject to performance-based vesting conditions will be based on target performance instead of the Corporation’s actual performance through the date of such change in control. In connection with his separation, Mr. Moralejo received benefits under the Severance Plan due to his termination without cause. See “Potential Payments Upon Termination or Change in Control” in this proxy statement for additional information about severance arrangements, including projected severance payment amounts and the amounts received by Mr. Moralejo, pursuant to the Severance Plan.
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 “2025 Nonqualified Deferred Compensation” in this proxy statement for additional information.
2025 Summary Compensation Table
2025 Summary Compensation Table The following 2025 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 28, 2025, and, to the extent required under applicable SEC disclosure rules, the fiscal years ended December 29, 2024, and December 31, 2023.
2025 Summary Compensation Table
| Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | John Peyton | 2025 | 1,000,000 | — | 2,213,577 | — | 2,158,500 | 45,238 | 5,417,315 | | Chief Executive Officer | 2024 | 1,000,000 | — | 1,820,715 | 1,275,008 | 554,835 | 46,667 | 4,697,225 | | | 2023 | 1,000,000 | — | 1,400,029 | 1,050,021 | 1,036,451 | 54,020 | 4,540,521 | | Vance Chang | 2025 | 543,252 | — | 804,935 | — | 534,466 | 47,976 | 1,930,629 | | Chief Financial Officer | 2024 | 530,400 | — | 349,749 | 150,010 | 147,142 | 45,634 | 1,222,935 | | | 2023 | 526,477 | — | 425,060 | 212,522 | 329,299 | 53,790 | 1,547,148 | | Tony E. Moralejo | 2025 | 283,846 | — | 89,664 | 26,286 | 89,974 | 1,173,788 | 1,663,558 | | President, Applebee’s | 2024 | 600,000 | — | 353,477 | 150,010 | 195,750 | 48,710 | 1,347,947 | | | 2023 | 592,109 | — | 300,060 | 150,035 | 374,868 | 53,437 | 1,470,509 | | Lawrence Y. Kim | 2025 | 700,000 | — | 503,081 | — | 778,050 | 41,108 | 2,022,239 | | President, IHOP | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | | Christine K. Son | 2025 | 540,385 | — | 855,261 | — | 518,460 | 44,019 | 1,958,125 | | Senior Vice President, Legal | 2024 | 500,000 | — | 294,556 | 125,012 | 110,967 | 43,908 | 1,074,443 | | | 2023 | 493,846 | — | 375,075 | 187,534 | 248,340 | 53,123 | 1,357,918 |
2025 Summary Compensation Table
| (1) The amounts reported in this column for 2025 represent the aggregate grant date fair value related to the RSAs that were granted as part of the 2025 LTI award and RSAs granted as special retention awards to Mr. Peyton ($503,081), Mr. Chang ($503,081), and Ms. Son ($603,708) in 2025, in each case computed in accordance with FASB ASC Topic 718. The amounts in the “Stock Awards” column for prior years include the aggregate grant date fair value related to stock awards granted in each of the years shown, computed in accordance with FASB ASC Topic 718. See Note 13 to Consolidated Financial Statements in the Corporation’s annual reports on Form 10-K for the year ended 2025 for information regarding assumptions underlying the valuation of equity awards granted in 2025. |
2025 Summary Compensation Table
| (2) The amounts in “All Other Compensation” for 2025 include amounts paid or reimbursed for the following: |
2025 Summary Compensation Table
| Name | Taxable Fringe ($) | Auto Allowance and Expenses ($) | 401(k) Plan Contributions ($) | Dine Brands Restaurant Dining Expenses ($) | Life and Disability Insurance Premiums ($) | Annual Physical Exam ($)(a) | Severance Payments ($)(b) | Total ($) | | John W. Peyton | 0 | 15,000 | 17,500 | 644 | 7,094 | 5,000 | 0 | 45,238 | | Vance Y. Chang | 0 | 15,000 | 17,500 | 6,123 | 4,353 | 5,000 | 0 | 47,976 | | Tony E. Moralejo | 0 | 7,500 | 16,150 | 0 | 5,138 | 5,000 | 1,140,000 | 1,173,788 | | Lawrence Y. Kim | 0 | 15,000 | 17,038 | 0 | 4,070 | 5,000 | 0 | 41,108 | | Christine K. Son | 77 | 15,000 | 17,500 | 1,508 | 4,934 | 5,000 | 0 | 44,019 |
2025 Summary Compensation Table
| (a) For healthcare privacy reasons, the Corporation allocated the same annual physical exam cost to each officer listed in this table during 2025. |
2025 Summary Compensation Table
| (b) Severance includes payments and benefits provided to Mr. Moralejo in accordance with the terms of the Severance Plan, which consists of one year of his base salary and target bonus. |
2025 Summary Compensation Table
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2025 Summary Compensation Table
| 2026 PROXY STATEMENT | | COMPENSATION TABLES |
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025 The following table provides information with respect to the plan-based awards granted by the Compensation Committee to the NEOs. Plan-based awards include annual incentive plan awards under the Corporation’s 2025 Annual Incentive Plan (“AIP”), RSAs, Cash LTIP awards and Development LTIP awards under the 2019 Stock Incentive Plan. For additional information on the performance objectives and determination of threshold, target, and maximum payouts for these awards, see the section entitled “Performance- and Stock-Based Compensation” in the Compensation Discussion and Analysis section of this proxy statement.
Grants of Plan-Based Awards in 2025
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Equity Incentive Plan Awards (#) | All Other Stock Awards: Number of Shares or Stock Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name/Type of Award | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | | | | | | | John W. Peyton | | | | | | | | | | | | AIP | — | — | 375,000 | 1,500,000 | 3,000,000 | — | — | — | — | — | | Cash LTIP | — | — | 1,275,000 | 2,550,000 | 5,100,000 | — | — | — | — | — | | Development LTIP | — | — | 1,275,000 | 2,550,000 | 5,100,000 | — | — | — | — | — | | Special RSA | 3/7/2025 | 2/19/2025 | — | — | — | — | 19,253 | — | — | 503,081 | | RSA | 3/7/2025 | 2/19/2025 | — | — | — | — | 65,461 | — | — | 1,710,496 | | Vance Y. Chang | | | | | | | | | | | | AIP | — | — | 102,434 | 409,734 | 819,468 | — | — | — | — | — | | Cash LTIP | — | — | 150,000 | 300,000 | 600,000 | — | — | — | — | — | | Development LTIP | — | — | 150,000 | 300,000 | 600,000 | — | — | — | — | — | | Special RSA | 3/7/2025 | 2/19/2025 | — | — | | — | 19,253 | — | — | 503,081 | | RSA | 3/7/2025 | 2/19/2025 | — | — | — | — | 11,552 | — | — | 301,854 | | Tony Moralejo(4) | | | | | | | | | | | | AIP | — | — | — | — | — | — | — | — | — | — | | LTIP | — | — | — | — | — | — | — | — | — | — | | RSA | 6/4/2025 | — | — | — | — | — | 3,736 | — | — | 89,664 | | NQSO | 6/4/2025 | — | | | | | — | 18,896(5) | — | 26,286 | | Lawrence Y. Kim | | | | | | | | | | | | AIP | — | — | 157,500 | 630,000 | 1,260,000 | — | — | — | — | — | | Cash LTIP | — | — | 250,000 | 500,000 | 1,000,000 | — | — | — | — | — | | Development LTIP | — | — | 250,000 | 500,000 | 1,000,000 | — | — | — | — | — | | RSA | 3/7/2025 | 2/19/2025 | — | — | — | — | 19,253 | — | — | 503,081 | | Christine K. Son | | | | | | | | | | | | AIP | — | — | 103,125 | 412,500 | 825,000 | — | — | — | — | — | | Cash LTIP | — | — | 125,000 | 250,000 | 500,000 | — | — | — | — | — | | Development LTIP | — | — | 125,000 | 250,000 | 500,000 | — | — | — | — | — | | Special RSA | 3/7/2025 | 2/19/2025 | — | — | | — | 23,104 | — | — | 603,708 | | RSA | 3/7/2025 | 2/19/2025 | — | — | — | — | 9,627 | — | — | 251,554 |
Grants of Plan-Based Awards in 2025
| (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, Cash LTIP, and Development LTIP. |
Grants of Plan-Based Awards in 2025
| (2) 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. The amounts in this column represent the aggregate grant date fair value related to RSAs awards granted in 2025 computed in accordance with FASB ASC Topic 718. See Note 13 to Consolidated Financial Statements in the Corporation’s annual report on Form 10-K for the year ended December 28, 2025 for information regarding assumptions underlying the valuation of equity awards. |
Grants of Plan-Based Awards in 2025
| (3) The amounts in this column represent the aggregate grant date fair value related to RSAs awards granted in 2025 computed in accordance with FASB ASC Topic 718. See Note 13 to Consolidated Financial Statements in the Corporation’s annual report on Form 10-K for the year ended December 28, 2025 for information regarding assumptions underlying the valuation of equity awards. |
Grants of Plan-Based Awards in 2025
| (4) Mr. Moralejo departed his role as President, Applebee’s Business Unit effective March 4, 2025 and did not participate in the AIP or receive LTI awards for 2025. The awards reflected here were modified pursuant to FASB ASC Topic 718 pursuant to his severance agreement. |
Grants of Plan-Based Awards in 2025
| (5) The fair value of the NQSO awards were derived using the Black-Scholes model for stock options on the date the awards were modified. The exercise prices are as follows $87.17 for 2020, $82.44 for 2021, $70.08 for 2022, $74.94 for 2023, and $49.06 for 2024. |
Grants of Plan-Based Awards in 2025
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Grants of Plan-Based Awards in 2025
| 2026 PROXY STATEMENT | | COMPENSATION TABLES |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides summary information regarding the outstanding equity awards for the Corporation’s NEOs at December 28, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Stock Awards | | | | | | | | | | Number of Securities Underlying Unexercised Options | | Option Exercise Price ($) | 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 W. Peyton | 29,016 | — | 57.55 | 1/4/2031 | — | — | — | — | | | 26,936 | — | 82.44 | 3/4/2031 | — | — | — | — | | | 31,595 | — | 70.08 | 3/4/2032 | — | — | — | — | | | 18,742 | 9,371(2) | 74.94 | 3/3/2033 | 6,227 | 212,341(4) | — | — | | | 19,093 | 38,185(3) | 49.06 | 3/1/2034 | 24,741 | 843,668(5) | — | — | | | — | — | — | — | 84,714 | 2,888,747(6) | — | — | | Vance Y. Chang | 4,148 | — | 90.94 | 6/15/2031 | — | — | — | — | | | 4,514 | — | 70.08 | 3/4/2032 | — | — | — | — | | | 3,794 | 1,896(2) | 74.94 | 3/3/2033 | 1,890 | 64,449(4) | — | — | | | 2,247 | 4,492(3) | 49.06 | 3/1/2034 | 4,752 | 162,043(5) | — | — | | | — | — | — | — | 30,805 | 1,050,451(6) | — | — | | Tony E. Moralejo | 5,820 | — | 87.17 | 6/4/2027 | — | — | — | — | | | 2,309 | — | 82.44 | 6/4/2027 | — | — | — | — | | | 2,257 | — | 70.08 | 6/4/2027 | — | — | — | — | | | 4,107 | — | 74.94 | 6/4/2027 | — | — | — | — | | | 4,493 | — | 49.06 | 6/4/2027 | — | — | — | — | | | — | — | — | — | — | — | — | — | | Lawrence Y. Kim | — | — | — | — | 20,668 | 704,779(7) | | | | | — | — | — | — | 19,253 | 656,527(6) | | | | Christine K. Son | 3,764 | — | 90.90 | 2/26/2026 | — | — | — | — | | | 12,593 | — | 53.49 | 3/3/2027 | — | — | — | — | | | 4,767 | — | 68.80 | 2/22/2028 | — | — | — | — | | | 2,559 | — | 98.97 | 2/25/2029 | — | — | — | — | | | 4,143 | — | 87.17 | 2/26/2030 | — | — | — | — | | | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | | | 4,138 | — | 70.08 | 3/4/2032 | — | — | — | — | | | 3,348 | 1,673(2) | 74.94 | 3/3/2033 | 1,668 | 56,879(4) | — | — | | | 1,872 | 3,744(3) | 49.06 | 3/1/2034 | 4,002 | 136,468(5) | — | — | | | — | — | — | — | 32,371 | 1,103,851(6) | — | — |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) Per share value of stock awards is $34.10 based on the closing price of the Common Stock on the NYSE on December 26, 2025, the last trading day of fiscal 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) These NQSOs became exercisable as to one-third on each of March 4, 2024, March 4, 2025, and March 4, 2026. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) These NQSOs became exercisable as to one-third on each of March 1, 2025 and March 1, 2026, and will become exercisable as to one-third on March 1, 2027 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) These RSAs vested as to one-third on each of March 3, 2024, March 3, 2025, and March 3, 2026. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (5) These RSAs vested as to one-third on each of March 1, 2025 and March 1, 2026 and will vest as to one-third on March 1, 2027. |
Outstanding Equity Awards at 2025 Fiscal Year-End
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Outstanding Equity Awards at 2025 Fiscal Year-End
| 2026 PROXY STATEMENT | | COMPENSATION TABLES |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (6) These RSAs vested as to one-third on March 7, 2026 and will vest as to one-third on each of March 7, 2027 and March 7, 2028. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (7) These RSAs vested as to one-third on November 15, 2025 and will vest as to one-third on each of November 15, 2026 and November 15, 2027. |
2025 Option Exercises and Stock Vested
2025 Option Exercises and Stock Vested The following table provides information on stock option exercises and vesting of stock awards by the NEOs during the fiscal year ended December 28, 2025.
2025 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | John W. Peyton | — | — | 25,257 | 576,127 | | Vance Y. Chang | — | — | 7,895 | 190,522 | | Tony E. Moralejo | — | — | 9,845 | 228,048 | | Lawrence Y. Kim | — | — | 10,334 | 272,198 | | Christine K. Son | — | — | 4,978 | 113,104 |
2025 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. |
2025 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. |
2025 Nonqualified Deferred Compensation
2025 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 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 contributed to the Deferred Compensation Plan during 2025, although Mr. Moralejo had a legacy balance under the Deferred Compensation Plan. The following table sets forth information regarding the benefits payable to each participating NEO under the Deferred Compensation Plan as of December 28, 2025.
2025 Nonqualified Deferred Compensation
| Name | Executive Contributions in Last Fiscal Year | Registrant Contributions in Last Fiscal Year | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year End | | John W. Peyton | — | — | — | — | — | | Vance Y. Chang | — | — | — | — | — | | Tony E. Moralejo | — | — | $6,656 | — | $89,193* | | Lawrence Y. Kim | — | — | — | — | — | | Christine K. Son | — | — | — | — | — |
2025 Nonqualified Deferred Compensation
| * This table was inadvertently excluded from prior disclosures. Mr. Moralejo’s contributions occurred prior to his tenure as President of the Applebee’s Business Unit. |
2025 Nonqualified Deferred Compensation
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2025 Nonqualified Deferred Compensation
| 2026 PROXY STATEMENT | | COMPENSATION TABLES |
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 continuing NEO’s employment had terminated or a “change in control” had occurred on December 28, 2025, based on the Corporation’s closing stock price on December 28, 2025. 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 28, 2025, the employment agreement for Mr. Peyton as well as the Severance Plan applicable to Mr. Chang, Mr. Kim, and Ms. Son 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. The following table presents payments for involuntary termination by the Corporation for reasons other than “cause” or, in the case of Mr. Peyton, voluntary termination by the participant for “good reason” not in connection with a “change in control” (“CIC”).
Potential Payments Upon Termination or Change in Control
| | Peyton | Chang | Kim | Son | | Cash Severance | $5,000,002 | $950,691 | $1,330,000 | $945,673 | | Pro-Rata Bonus Payment | $1,379,400 | $0 | $0 | $0 | | Time-Vested NQSO Spread Value | $0 | $0 | $0 | $0 | | Time-Vested RSA and RSU | $2,810,482 | $467,155 | $538,409 | $468,601 | | Cash LTIP Value* | $4,604,100 | $357,675 | $166,667 | $305,792 | | Development LTIP Value* | $2,550,000 | $100,000 | $166,667 | $83,333 | | Welfare Benefit Value | $37,343 | $23,319 | $24,288 | $23,319 | | Outplacement | $10,000 | $5,000 | $5,000 | $5,000 | | Total | $16,391,327 | $1,903,840 | $2,231,031 | $1,831,718 |
Potential Payments Upon Termination or Change in Control
| * These awards would be prorated based on target or, with respect to awards granted prior to 2025, actual performance as of the date of termination. Awards granted prior to 2025 reflect actual performance as of December 28, 2025 and awards granted in 2025 reflect target performance. |
Potential Payments Upon Termination or Change in Control
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Potential Payments Upon Termination or Change in Control
| 2026 PROXY STATEMENT | | COMPENSATION TABLES |
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 voluntary termination by the participant for “good reason” within 24 months following a CIC.
Potential Payments Upon Termination or Change in Control
| | Peyton | Chang | Kim | Son | | Cash Severance | $7,500,003 | $1,901,382 | $2,660,000 | $1,891,347 | | Pro-Rata Bonus Payment | $1,500,001 | $407,439 | $630,000 | $405,289 | | Time-Vested NQSO Spread Value | $0 | $0 | $0 | $0 | | Time-Vested RSA and RSU | $3,718,019 | $1,203,547 | $1,283,061 | $1,234,208 | | Cash LTIP Value* | $4,604,100 | $607,675 | $500,000 | $514,125 | | Development LTIP Value* | $2,550,000 | $300,000 | $500,000 | $250,000 | | Welfare Benefit Value | $37,343 | $34,978 | $36,432 | $34,978 | | Outplacement | $10,000 | $5,000 | $5,000 | $5,000 | | Severance Reduction (if applicable) | $(3,685,686) | $(49,198) | $0 | $(10,112) | | Total | $16,233,780 | $4,410,823 | $5,614,493 | $4,324,835 |
Potential Payments Upon Termination or Change in Control
| * These awards would accelerate in full based on target or, with respect to awards granted prior to 2025, actual performance as of the date of the CIC. Awards granted prior to 2025 reflect actual performance as of December 28, 2025, and awards granted in 2025 reflect target performance. |
Potential Payments Upon Termination or Change in Control
As of December 28, 2025, none of our NEOs were eligible for retirement. The following table presents payments upon a CIC only and no termination of employment.
Potential Payments Upon Termination or Change in Control
| | Peyton | Chang | Kim | Son | | Time-Vested NQSO Spread Value | $0 | $0 | $0 | $0 | | Time-Vested RSA and RSU Value | $0 | $0 | $0 | $0 | | Cash LTIP Value | $0 | $0 | $0 | $0 | | Development LTIP Value | $0 | $0 | $0 | $0 | | Total | $0 | $0 | $0 | $0 |
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.
Potential Payments Upon Termination or Change in Control
| | Peyton | Chang | Kim | Son | | Pro-Rata Bonus Payment | $1,500,001 | $407,439 | $630,000 | $405,289 | | Time-Vested NQSO Spread Value | $0 | $0 | $0 | $0 | | Time-Vested RSA and RSU | $3,718,019 | $1,203,547 | $1,283,061 | $1,234,208 | | Cash LTIP Value | $2,479,100 | $357,675 | $166,667 | $305,792 | | Development LTIP Value | $850,000 | $100,000 | $166,667 | $83,333 | | Total | $8,547,120 | $2,068,661 | $2,246,395 | $2,028,622 |
Potential Payments Upon Termination or Change in Control
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Potential Payments Upon Termination or Change in Control
| 2026 PROXY STATEMENT | | COMPENSATION TABLES |
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.
Identification of Median Employee
| 2026 PROXY STATEMENT | | Pay vs. Performance Comparison |
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 Corporation’s variable pay-for-performance philosophy and how the Corporation 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 2025, 2024, 2023, 2023 and 2021.
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)($) | Total Shareholder Return(3) | Comparator Group Total Shareholder Return(3) | Net Income ($) | Adjusted EBITDA(4) ($) | | 2025 | 5,417,315 | 6,706,640 | — | — | 1,893,638 | 2,121,030 | $71.45 | $134.80 | 17.1 | 219.8 | | 2024 | 4,697,225 | 2,491,169 | — | — | 1,383,117 | 934,000 | $60.08 | $137.23 | 64.9 | 239.8 | | 2023 | 4,540,521 | 1,684,905 | — | — | 1,633,051 | 1,081,007 | $91.83 | $128.76 | 97.2 | 256.4 | | 2022 | 4,425,333 | 5,441,860 | — | — | 2,352,870 | 2,100,774 | $115.24 | $111.26 | 81.1 | 251.9 | | 2021 | 10,838,013 | 12,876,797(5) | 156,353 | 8,412,110 | 1,758,544 | 1,748,319 | $131.41 | $122.05 | 97.9 | 253.3 |
Pay vs. Performance Comparison
| (1) The following individuals are our CEO, our former CEO, and other NEOs for each fiscal year: |
Pay vs. Performance Comparison
| Year | CEO(s) | Non-CEO NEOs | | 2025 | John W. Peyton | Vance Y. Chang, Lawrence Y. Kim, Christine K. Son, Tony E. Moralejo | | 2024 | John W. Peyton | Vance Y. Chang, Jay D. Johns, Christine K. Son, Tony E. Moralejo | | 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 |
Pay vs. Performance Comparison
| | 49 |
Pay vs. Performance Comparison
| 2026 PROXY STATEMENT | | Pay vs. Performance Comparison |
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: |
Pay vs. Performance Comparison
| | FY 2025 | | | Adjustments | CEO | Avg. non- CEO NEO | | Summary Compensation Table Total for Applicable Year | 5,417,315 | 1,893,638 | | Decrease for Amounts Reported Under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (2,213,577) | (569,807) | | 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 | 2,888,747 | 705,776 | | Increase Based on ASC 718 Fair Value of Awards Granted During Applicable FY that Vested during Applicable FY, Determined as of the Vesting Date | 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 | 889,605 | 125,945 | | 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 | (366,514) | (38,624) | | 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 | (24,270) | | Increase Based on Dividends or Other Earnings Paid During Applicable FY Prior to Vesting Date | 91,063 | 28,371 | | Compensation Actually Paid | 6,706,640 | 2,121,030 |
Pay vs. Performance Comparison
| (3) TSR is cumulative for the measurement periods beginning as of close of business on December 31, 2020 and ending on January 2, 2022, January 1, 2023, December 31, 2023, December 29, 2024, and December 28, 2025 calculated in accordance with Item 201(e) of Regulation S-K. The S&P 1500 Composite Restaurant Index TSR column consists of 20 companies (excluding Dine Brands), which is the industry specific peer group in our 10-K. |
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. |
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. |
Financial Performance Measures
| 2026 PROXY STATEMENT | | Pay vs. Performance Comparison |
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, 2020 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 NEOs for the fiscal years ended January 2, 2022, January 1, 2023, December 31, 2023, December 29, 2024, and December 28, 2025. 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 January 2, 2022, January 1, 2023, December 31, 2023, December 29, 2024, and December 28, 2025.
Relationship to Compensation Actually Paid
| | 51 |
Relationship to Compensation Actually Paid
| 2026 PROXY STATEMENT | | Pay vs. Performance Comparison |
Relationship to Compensation Actually Paid
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 NEOs for the fiscal years ended January 2, 2022, January 1, 2023, December 31, 2023, December 29, 2024, and December 28, 2025.
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 2027 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 table below shows areas relevant to our business where our director nominees have additional skills, education, experience, or prior leadership oversight:
PROPOSAL ONE: ELECTION OF DIRECTORS
| | | | | | | | | | | | | Restaurant / Hospitality Executive Leadership | | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Franchise Experience | | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Accounting/Finance | ✓ | ✓ | | ✓ | | | | | ✓ | | | Operations Management | | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | | Marketing/Consumer Insights | | ✓ | | | ✓ | | ✓ | ✓ | | ✓ | | Cybersecurity/Technology Strategy | | | | | | ✓ | | | | ✓ | | M&A Experience/Capital Management | ✓ | | | ✓ | | | | | ✓ | | | International | ✓ | ✓ | | | ✓ | | ✓ | ✓ | ✓ | ✓ | | Corporate Governance | | | ✓ | ✓ | | | | | | | | Public C-Suite Leadership | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | Public Company Board | | ✓ | | ✓ | | ✓ | | ✓ | ✓ | |
PROPOSAL ONE: ELECTION OF DIRECTORS
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PROPOSAL ONE: ELECTION OF DIRECTORS
| 2026 PROXY STATEMENT | | MATTERS TO BE VOTED UPON AT THE ANNUAL MEETING |
PROPOSAL ONE: ELECTION OF DIRECTORS
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.
PROPOSAL ONE: ELECTION OF DIRECTORS
| Howard M. Berk (age 60) Director since 2009 • Chair of the Compensation Committee • Member of the Audit Committee | Mr. Berk has served as an Advisory Partner of BDT & MSD Partners, a merchant bank with an advisory and investment platform, since 2021. 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. | | Amanda Clark (age 46) Director since 2026 • Member of the Audit Committee | Ms. Clark has served as the Chief Executive Officer of WellBiz Brands Inc., a beauty and wellness platform that spans multiple brands with over 750 locations, since March 2024. Prior to that, Ms. Clark held various roles at Papa John’s International, Inc., a global restaurant business, including Chief Operating Officer, International from September 2023 to March 2024, Chief International and Development Officer from June 2022 to March 2024, and Chief Development Officer from February 2020 to June 2022. Prior to Papa John’s, Ms. Clark spent 5 years with Taco Bell, a division of Yum! Brands and global restaurant business, holding various positions including Executive Vice President of Restaurant Experience from 2018 to 2022 and Head of North American Development and General Manager of Canada from 2017 to 2018, among others. Before joining Taco Bell, Ms. Clark spent over a decade at The Procter & Gamble Company. She currently serves on the board of directors for Coursera, Inc., one of the world’s largest online learning companies, and has since November 2020. Ms. Clark’s qualifications to sit on the Corporation’s Board of Directors include her leadership experience with franchised restaurant and beauty brands, operational experience in the restaurant industry, and public company board experience. |
PROPOSAL ONE: ELECTION OF DIRECTORS
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PROPOSAL ONE: ELECTION OF DIRECTORS
| 2026 PROXY STATEMENT | | MATTERS TO BE VOTED UPON AT THE ANNUAL MEETING |
PROPOSAL ONE: ELECTION OF DIRECTORS
| Michael C. Hyter (age 68) Director since 2020 • Chair of the Nominating and Corporate Governance Committee • Business and Responsibility Board Liaison | Mr. Hyter has served as the President and Chief Executive Officer of the Executive Leadership Council since March 2021, a membership organization for chief executive officers, 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. | | Douglas M. Pasquale (age 70) Director since 2013 Chairman since 2025 • Member of the Audit Committee • Member of the Nominating and Corporate Governance Committee | Mr. Pasquale currently serves as Chief Executive Officer of Capstone Enterprises Corporation, a private investment and consulting firm he founded in 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 served as a Director of Nationwide Health Properties from 2003 to 2011. He currently serves on two other NYSE boards of directors including Terreno Realty Corporation since 2010 and Sunstone Hotel Investors, Inc. since 2011. 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. Mr. Pasquale’s qualifications to sit on the Corporation’s Board of Directors include his successful leadership in the real estate industry and extensive experience and skills in leadership, management, finance, mergers and acquisitions and strategic planning. | | John W. Peyton (age 58) CEO and Director since 2021 | 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. |
PROPOSAL ONE: ELECTION OF DIRECTORS
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PROPOSAL ONE: ELECTION OF DIRECTORS
| 2026 PROXY STATEMENT | | MATTERS TO BE VOTED UPON AT THE ANNUAL MEETING |
PROPOSAL ONE: ELECTION OF DIRECTORS
| Martha C. Poulter (age 57) Director since 2021 • Member of the Audit Committee • Member of the Compensation Committee • Cyber Security Liaison | 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. | | Matthew T. Ryan (age 62) Director since 2026 • Member of the Compensation Committee | Mr. Ryan served as Chief Executive Officer of Soli Organic, the market leader in organic controlled environment agriculture, from June 2021 to August 2025. 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 Strategy Officer and Chief Marketing Officer of Starbucks from 2013-2020. 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 Hospitals and Health Care Plan. Mr. Ryan’s qualifications to sit on the Corporation’s Board of Directors include his franchise experience across the restaurant and hospitality industries. | | Enrique Silva (age 60) Director since 2026 • Member of the Audit Committee | Mr. Silva is the former Chief Executive Officer and President of Culver’s Franchising System, LLC, a quick-service restaurant company, from March 2021 to February 2025, and the former Chief Executive Officer and President of Checkers Drive-In Restaurants Inc., the franchisor and operator of Checkers and Rally’s restaurants, from 2007 to 2020. Prior to that, Mr. Silva served in various executive officer roles at Burger King. He is currently the chairman of the board of directors of Zips Car Wash LLC, one of the largest car wash operators in the U.S. Mr. Silva was also a director of Anywhere Real Estate Inc., a global leader in residential real estate services, beginning in 2022 until its acquisition by Compass, Inc. in January 2026. Mr. Silva’s qualifications to sit on the Corporation’s Board of Directors include his extensive leadership and operational experience in the franchised restaurant industry and his public company board experience. |
PROPOSAL ONE: ELECTION OF DIRECTORS
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PROPOSAL ONE: ELECTION OF DIRECTORS
| 2026 PROXY STATEMENT | | MATTERS TO BE VOTED UPON AT THE ANNUAL MEETING |
PROPOSAL ONE: ELECTION OF DIRECTORS
| Arthur F. Starrs (age 48) Director since 2023 • Chair of the Audit Committee | Mr. Starrs is President and Chief Executive Officer of Harley-Davidson, Inc., a motorcycle manufacturer and lifestyle brand, and has served in such capacity since October 2025. Prior to Harley-Davidson, Mr. Starrs was Chief Executive Officer of Topgolf International, Inc., a sports entertainment company, and served in such capacity from April 2021 to October 2025. Prior to Topgolf, Mr. Starrs was the Global Chief Executive Officer 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, and General Manager of Pizza Hut U.S. from 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 Harley-Davidson, Inc. and Five Iron Golf. He is a member of numerous non-profit boards, including The First Tee of Greater Dallas 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 of public and private companies. | | Lilian C. Tomovich (age 57) Director since 2017 • Member of the Compensation Committee • Member of the Nominating and Corporate Governance Committee | Ms. Tomovich has served as the Chief Marketing and Experience Officer of Barclays US Consumer Bank since September 2021. Ms. Tomovich served as the Chief Marketing Officer of Grove Collaborative, a consumer products company, from August 2020 to February 2021. She served as the Chief Marketing and Experience 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 payment 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 30 plus years of driving growth and transformation through both digital and marketing experience across all industries including hospitality, food & beverage, entertainment, retail, financial services, and telecom industries. |