XML 39 R21.htm IDEA: XBRL DOCUMENT
v3.24.0.1

Stock-Based Incentive Plans | 12 Months Ended
--- | ---
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract] |
Stock-Based Incentive Plans | Stock-Based Incentive Plans General Description Currently, the Company is authorized to grant stock options, stock appreciation rights, restricted stock, cash-settled and stock-settled restricted stock units and performance units to officers, other employees and non-employee directors under the Dine Brands Global, Inc. 2019 Stock Incentive Plan (the “2019 Plan”). The 2019 Plan was approved by stockholders on May 14, 2019 to permit the issuance of up to 2,050,000 shares (subject to adjustment as defined in the 2019 Plan for shares that may become available from prior plans) of the Company’s common stock for incentive stock awards. The 2019 Plan was amended and approved by stockholders on May 14, 2022 to permit the issuance of an additional 2,020,000 shares (subject to adjustment as defined in the 2019 Plan Amendment for shares that may become available from prior plans) of the Company’s common stock for incentive stock awards. The 2019 Plan will expire in May 2029. The Dine Brands Global, Inc. 2016 Stock Incentive Plan (the “2016 Plan”) was adopted in 2016 to permit the issuance of up to 3,750,000 shares of the Company’s common stock for incentive stock awards. The 2016 Plan was terminated upon adoption of the 2019 Plan, but there are stock options (vested and unvested) and unvested restricted stock and restricted stock units issued under the 2016 Plan that are outstanding as of December 31, 2023. The DineEquity, Inc. 2011 Stock Incentive Plan (the “2011 Plan”) was adopted in 2011 to permit the issuance of up to 1,500,000 shares of the Company’s common stock for incentive stock awards. The 2011 Plan was terminated upon adoption of the 2016 Plan, but there are vested stock options issued under the 2011 Plan that are outstanding as of December 31, 2023. The 2019 Plan, 2016 Plan and the 2011 Plan are collectively referred to as the “Plans.” Stock-Based Compensation Expense From time to time, the Company has granted non-qualified stock options, restricted stock, cash-settled and stock-settled restricted stock units and performance units to officers, other employees and non-employee directors of the Company under the Plans. The non-qualified stock options generally vest ratably over a three-year period in one-third increments and have a maturity of ten years from the grant date. Options vest immediately upon a change in control of the Company, as defined in the Plans. Option exercise prices equal the closing price of the Company's common stock on the New York Stock Exchange on the date of grant. Restricted stock and restricted stock units are issued at no cost to the holder and vest over terms determined by the Compensation Committee of the Company's Board of Directors, generally either three years from the date of grant or in one-third increments over three years, as well as immediately upon a change in control of the Company, as defined in the Plans. The Company either utilizes treasury stock or issues new shares from its authorized but unissued share pool when vested stock options are exercised, when restricted stock awards are granted and when restricted stock units settle in stock upon vesting. See Note 12, Stockholders' Deficit, of Notes to the Consolidated Financial Statements, for treasury shares utilized related to equity grants during the years ended December 31, 2023, 2022 and 2021. The following table summarizes the Company's stock-based compensation expense included as a component of general and administrative expenses in the consolidated financial statements:
| Year Ended December 31,
| 2023 |  | 2022 |  | 2021
| (In millions)
Stock-based compensation expense |  |  |  |  |
Equity classified awards expense | $ | 12.0 |  |  | $ | 16.2 |  |  | $ | 11.6 |
Liability classified awards expense | (1.4) |  |  | 1.4 |  |  | 2.3 |
Total stock-based compensation expense | 10.6 |  | 17.6 |  | 13.9
As of December 31, 2023, total unrecognized compensation cost related to restricted stock and restricted stock units of $17.2 million and $2.6 million related to stock options is expected to be recognized over a weighted average period of approximately 1.37 years for restricted stock and restricted stock units and 1.40 years for stock options. Equity Classified Awards - Stock Options The per share fair values of the stock options granted have been estimated as of the date of grant using the Black-Scholes option pricing model. The Black-Scholes model considers, among other factors, the expected life of the option and the historical volatility of the Company's stock price. The Black-Scholes model meets the requirements of U.S. GAAP, but the fair values generated by the model may not be indicative of the actual fair values of the Company's stock-based awards. The following table summarizes the assumptions used in the Black-Scholes model for stock options granted in the years ended December 31, 2023, 2022 and 2021:
| 2023 |  | 2022 |  | 2021
Risk free interest rate | 4.4 | % |  | 1.7 | % |  | 0.5 | %
Weighted average historical volatility | 70.9 | % |  | 70.1 | % |  | 67.7 | %
Dividend yield | 2.7 | % |  | 2.6 | % |  | — | %
Expected years until exercise | 4.5 |  | 4.5 |  | 4.5
Weighted average fair value of options granted | $ | 37.35 |  |  | $ | 33.23 |  |  | $ | 40.25 |
Stock option activity for the years ended December 31, 2023, 2022 and 2021 is summarized as follows:
| Number of Shares Under Option |  | Weighted Average Exercise Price Per Share |  | Weighted Average Remaining Contractual Term (in years) |  | Aggregate Intrinsic Value (in millions)
Outstanding at December 31, 2020 | 1,014,670 |  |  | $ | 64.16 |  |  |  |  |
Granted | 95,891 |  |  | 75.28 |  |  |  |  |
Exercised | (524,536) |  |  | 48.79 |  |  |  |  |
Forfeited | (59,468) |  |  | 88.39 |  |  |  |  |
Expired | (50,653) |  |  | 98.61 |  |  |  |  |
Outstanding at December 31, 2021 | 475,904 |  |  | 76.65 |  |  |  |  |
Granted | 75,795 |  |  | 70.08 |  |  |  |  |
Exercised | (3,505) |  |  | 68.80 |  |  |  |  |
Forfeited | (6,171) |  |  | 81.13 |  |  |  |  |
Expired | (2,448) |  |  | 94.43 |  |  |  |  |
Outstanding at December 31, 2022 | 539,575 |  |  | 75.65 |  |  |  |  |
Granted | 74,390 |  |  | 74.94 |  |  |  |  |
Exercised | (69,443) |  |  | 54.90 |  |  |  |  |
Forfeited | (20,876) |  |  | 79.11 |  |  |  |  |
Expired | (61,140) |  |  | 82.47 |  |  |  |  |
Outstanding at December 31, 2023 | 462,506 |  |  | $ | 77.59 |  |  | 5.8 |  | $ | — |
Vested and Expected to Vest at December 31, 2023 | 451,644 |  |  | $ | 77.67 |  |  | 5.8 |  | $ | — |
Exercisable at December 31, 2023 | 319,802 |  |  | $ | 79.52 |  |  | 4.6 |  | $ | — |
The total intrinsic value of options exercised during the years ended December 31, 2023, 2022 and 2021 was $1.1 million, $37 thousand and $17.9 million, respectively. Cash received from options exercised under all stock-based payment arrangements for the years ended December 31, 2023, 2022 and 2021 was $3.8 million, $0.2 million and $25.3 million, respectively. The actual tax benefit realized for the tax deduction from option exercises under the stock-based payment arrangements totaled $0.3 million, $9 thousand and $4.5 million, respectively, for the years ended December 31, 2023, 2022 and 2021. Equity Classified Awards - Restricted Stock and Restricted Stock Units Activity in equity classified awards of restricted stock and restricted stock units for the years ended December 31, 2023, 2022 and 2021 is as follows:
| Shares of Restricted Stock |  | Weighted Average Grant-Date Per Share Fair Value |  | Restricted Stock Units |  | Weighted Average Grant-Date Per Share Fair Value
Outstanding at December 31, 2020 | 254,331 |  |  | $ | 76.50 |  |  | 355,570 |  |  | $ | 28.01 |
Granted | 141,264 |  |  | 83.24 |  |  | 68,998 |  |  | 63.04 |
Released | (60,407) |  |  | 66.90 |  |  | (318,976) |  |  | 23.19 |
Forfeited | (58,577) |  |  | 82.09 |  |  | — |  |  | — |
Outstanding at December 31, 2021 | 276,611 |  |  | 80.85 |  |  | 105,592 |  |  | 71.00 |
Granted | 201,789 |  |  | 70.12 |  |  | 60,914 |  |  | 49.36 |
Released | (98,864) |  |  | 86.36 |  |  | (42,611) |  |  | 66.63 |
Forfeited | (23,636) |  |  | 75.89 |  |  | — |  |  | — |
Outstanding at December 31, 2022 | 355,900 |  |  | 73.57 |  |  | 123,895 |  |  | 62.11 |
Granted | 211,820 |  |  | 73.12 |  |  | 21,731 |  |  | 74.01 |
Released | (165,533) |  |  | 73.64 |  |  | (47,857) |  |  | 64.04 |
Forfeited | (63,565) |  |  | 73.15 |  |  | (39,294) |  |  | 77.23 |
Outstanding at December 31, 2023 | 338,622 |  |  | $ | 73.33 |  |  | 58,475 |  |  | $ | 54.07 |
Liability Classified Awards - Cash-settled Restricted Stock Units The Company has granted cash-settled restricted stock units to certain employees in the past. These instruments are recorded as liabilities at fair value as of the respective period end.
|  | Cash-Settled Restricted Stock Units |
Outstanding at December 31, 2020 |  | 52,956 |  |
Granted |  | — |  |
Released |  | (38,916) |  |
Forfeited |  | (1,241) |  |
Outstanding at December 31, 2021 |  | 12,799 |  |
Granted |  | 67 |  |
Released |  | (12,866) |  |
Forfeited |  | — |  |
Outstanding at December 31, 2022 |  | — |  |
There were no liabilities outstanding related to cash-settled restricted stock units at December 31, 2023 and 2022. There was no stock-based compensation expense related to cash-settled restricted stock units for the year ended December 31, 2023. For the years ended December 31, 2022 and 2021, $0.2 million and $1.5 million, respectively, was included as stock-based compensation expense related to cash-settled restricted stock units. Liability Classified Awards - Long-Term Incentive Awards The Company has granted cash long-term incentive awards to certain employees (“LTIP awards”). Annual LTIP awards vest over a three-year period and are determined using a multiplier from 0% to 200% of the target award based on the total stockholder return of the Company's common stock compared to the total stockholder returns of a peer group of companies. Though LTIP awards are only paid in cash, since the multiplier is primarily based on the price of the Company's common stock, the awards are considered stock-based compensation in accordance with U.S. GAAP and are classified as liabilities. The expense related to the LTIP awards included a credit of $1.4 million and an expense of $1.2 million and $0.8 million, for the years ended December 31, 2023, 2022 and 2021, respectively. At December 31, 2023 and 2022, a liability of $0.7 million was included as other non-current liabilities and $2.1 million was included as accrued employee compensation and benefits, respectively, in the Consolidated Balance Sheets.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//718/tableOfContent Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration