XML 35 R2.htm IDEA: XBRL DOCUMENT v3.25.1
Pay vs Performance Disclosure
Unit_pure in Millions
12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay vs. Performance Comparison
Our executive compensation programs are intended to link a substantial portion of our NEO
s
’ realized compensation to the achie
ve
ment 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 2024, 2023, 2022, 2021 and 2020.
 
                           
Ending Value of Initial
Fixed $100 Investment
Based on:
 
 
(Stated in millions)
 
Year
 
Summary
Compensation
Table Total for
CEO(1)
($)
 
Compensation
Actually Paid
to CEO(1)(2)
($)
 
Summary
Compensation
Table Total
for former
CEO(1)
($)
 
Compensation
Actually Paid
to former
CEO(1)(2)
($)
 
Average
Summary
Compensation
Table Total for
Non-CEO
NEOs(1)
($)
 
Average
Compensation
Actually Paid
to Non-CEO
NEOs(1)(2)
($)
 
Total
Shareholder
Return(3)
 
Comparator
Group Total
Shareholder
Return(3)
 
Net
Income
(Loss)
($)
 
 Adjusted EBITDA(4) 
($)
2024
      4,697,225       2,491,169                   1,383,117       934,000     $ 42.88     $ 164.08       64.9       239.8
2023
      4,540,521       1,684,905                   1,633,051 *       1,081,007 *     $ 66.72     $ 153.95       97.2       256.4
2022
      4,425,333       5,441,860                   2,352,870       2,100,774     $ 83.73     $ 133.03       81.1       251.9
2021
      10,838,013       12,876,797
(5)
 
      156,353       8,412,110       1,758,544       1,748,319     $ 95.54     $ 145.93       97.9       253.3
2020
                  1,834,775       (7,577,567 )       1,641,151       1,218,418     $ 72.69     $ 119.57       (104.0 )       273.5
 
*
Amounts in these columns for 2023 have been updated from the prior year to include an additional $9,525 in Su
mma
ry Compensation Table compensation, which was inadvertently excluded from the 2024 pay versus performance disclosure.
 
(1)
The following individuals are our CEO, our former CEO, and other NEOs for each fiscal year:
 
 Year
  
CEO(s)
  
Non-CEO
NEOs
 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
 2020    Stephen P. Joyce    Thomas H. Song, John C. Cywinski, Jay D. Johns, Bryan R. Adel
(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:
 
   
FY 2024
 
Adjustments
 
CEO
   
Avg. non-
CEO NEO
 
Summary Compensation table total for applicable year.
    4,697,225       1,383,117  
Decrease for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY
    (3,095,723     (562,122
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
    2,754,510       458,065  
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date
    0       0  
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
    (1,357,811     (284,997
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
    (567,262     (79,160
Decrease of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End
    0       0  
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date
    60,229       19,097  
Compensation Actually Paid
   
2,491,169
     
934,000
 
 
(3)
TSR is cumulative for the measurement periods beginning as of close of business on December 31, 2019 and ending on December 31, 2020, December 31, 2021, December 31, 2022, December 31, 2023, and December 31, 2024 calculated in accordance with Item 201(e) of Regulation
S-K.
The S&P Composite 1500 Restaurant Index TSR column consists of 18 companies (excluding Dine Brands), which is the industry specific peer group in our
10-K.
 
(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.
 
(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.
       
Company Selected Measure Name Adjusted EBITDA        
Named Executive Officers, Footnote
(1)
The following individuals are our CEO, our former CEO, and other NEOs for each fiscal year:
 
 Year
  
CEO(s)
  
Non-CEO
NEOs
 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
 2020    Stephen P. Joyce    Thomas H. Song, John C. Cywinski, Jay D. Johns, Bryan R. Adel
       
Peer Group Issuers, Footnote TSR is cumulative for the measurement periods beginning as of close of business on December 31, 2019 and ending on December 31, 2020, December 31, 2021, December 31, 2022, December 31, 2023, and December 31, 2024 calculated in accordance with Item 201(e) of Regulation
S-K.
The S&P Composite 1500 Restaurant Index TSR column consists of 18 companies (excluding Dine Brands), which is the industry specific peer group in our
10-K.
       
Adjustment To PEO Compensation, Footnote
(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:
 
   
FY 2024
 
Adjustments
 
CEO
   
Avg. non-
CEO NEO
 
Summary Compensation table total for applicable year.
    4,697,225       1,383,117  
Decrease for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY
    (3,095,723     (562,122
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
    2,754,510       458,065  
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date
    0       0  
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
    (1,357,811     (284,997
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
    (567,262     (79,160
Decrease of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End
    0       0  
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date
    60,229       19,097  
Compensation Actually Paid
   
2,491,169
     
934,000
 
       
Non-PEO NEO Average Total Compensation Amount $ 1,383,117 $ 1,633,051 $ 2,352,870 $ 1,758,544 $ 1,641,151
Non-PEO NEO Average Compensation Actually Paid Amount $ 934,000 1,081,007 2,100,774 1,748,319 1,218,418
Adjustment to Non-PEO NEO Compensation Footnote
(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:
 
   
FY 2024
 
Adjustments
 
CEO
   
Avg. non-
CEO NEO
 
Summary Compensation table total for applicable year.
    4,697,225       1,383,117  
Decrease for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY
    (3,095,723     (562,122
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
    2,754,510       458,065  
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date
    0       0  
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
    (1,357,811     (284,997
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
    (567,262     (79,160
Decrease of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End
    0       0  
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date
    60,229       19,097  
Compensation Actually Paid
   
2,491,169
     
934,000
 
       
Compensation Actually Paid vs. Total Shareholder Return
The chart below provides a comparison between (i) the total stockholder return of the Corporation and the S&P 1500 Composite Restaurants Index assuming a fixed $100 initial investment as of close of business on December 31, 2019 and reinvestment of dividends, and (ii) the compensation actually paid to the individuals serving as CEO and the average compensation actually paid to our
non-CEO
NEOs for the fiscal years ended December 31, 2020, December 31, 2021, December 31, 2022, December 31, 2023, and December 31, 2024.
 
 
LOGO
       
Compensation Actually Paid vs. Net Income
The chart below provides a comparison between (i) the Corporation’s Net Income and (ii) compensation actually paid to the
individuals
serving as CEO and average compensation actually paid to our
non-CEO
NEOs for the fiscal years ended December 31, 2020, December 31, 2021, December 31, 2022, December 31, 2023, and December 31, 2024.
 
 
LOGO
       
Compensation Actually Paid vs. Company Selected Measure
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 December 31,
2020,
December 31, 2021, December 31, 2022, December 31, 2023, and December 31, 2024.
 
 
LOGO
       
Total Shareholder Return Vs Peer Group
The chart below provides a comparison between (i) the total stockholder return of the Corporation and the S&P 1500 Composite Restaurants Index assuming a fixed $100 initial investment as of close of business on December 31, 2019 and reinvestment of dividends, and (ii) the compensation actually paid to the individuals serving as CEO and the average compensation actually paid to our
non-CEO
NEOs for the fiscal years ended December 31, 2020, December 31, 2021, December 31, 2022, December 31, 2023, and December 31, 2024.
 
 
LOGO
       
Tabular List, Table
Financial Performance Measures
The following table identifies the most important financial performance measures used by our Compensation Committee to link the CAP to our CEO and other NEOs in 2024, calculated in accordance with SEC regulations, to our performance. The role of each of these performance measures on our NEOs’ compensation is discussed in the CD&A above.
 
Financial Performance Measures
Adjusted EBITDA
Same-Restaurant Sales
Net Development
Relative Total Shareholder Return (compared to publicly-traded restaurant companies)
Traffic
       
Total Shareholder Return Amount $ 42.88 66.72 83.73 95.54 72.69
Peer Group Total Shareholder Return Amount 164.08 153.95 133.03 145.93 119.57
Net Income (Loss) $ 64,900,000 $ 97,200,000 $ 81,100,000 $ 97,900,000 $ (104,000,000)
Company Selected Measure Amount 239.8 256.4 251.9 253.3 273.5
PEO Name John W. Peyton        
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Non-GAAP Measure Description “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.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Same-Restaurant Sales        
Measure:: 3          
Pay vs Performance Disclosure          
Name Net Development        
Measure:: 4          
Pay vs Performance Disclosure          
Name Relative Total Shareholder Return (compared to publicly-traded restaurant companies)        
Measure:: 5          
Pay vs Performance Disclosure          
Name Traffic        
Mr. Peyton [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 4,697,225 $ 4,540,521 $ 4,425,333 $ 10,838,013  
PEO Actually Paid Compensation Amount 2,491,169 $ 1,684,905 $ 5,441,860 12,876,797  
Mr. Stephen Joyce [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount       156,353 $ 1,834,775
PEO Actually Paid Compensation Amount       $ 8,412,110 $ (7,577,567)
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,095,723)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,754,510        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,357,811)        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (567,262)        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 60,229        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (562,122)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 458,065        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (284,997)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (79,160)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 19,097