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Share-Based Compensation
12 Months Ended
Dec. 30, 2020
Share-based Payment Arrangement [Abstract]  
Share-Based Compensation Share-Based Compensation
 
Share-Based Compensation Plans

We maintain four share-based compensation plans under which stock options and other awards granted to our employees and directors are outstanding. Currently, the Denny’s Corporation 2017 Omnibus Incentive Plan (the “2017 Omnibus Plan”) is used to grant share-based compensation to selected employees, officers and directors of Denny’s and its affiliates. However, we reserve the right to pay discretionary bonuses, or other types of compensation, outside of this plan. At December 30, 2020, there were 2.0 million shares available for grant under the 2017 Omnibus Plan. In addition, we have 0.7 million shares available to be issued outside of the 2017 Omnibus Plan pursuant to the grant or exercise of employment inducement awards of stock options and restricted stock units in accordance with NASDAQ Listing Rule 5635(c)(4).
 
Share-Based Compensation Expense
 
Total share-based compensation expense included as a component of net income (loss) was as follows:
 
 Fiscal Year Ended
 December 30, 2020December 25, 2019December 26, 2018
 (In thousands)
Employee share awards$7,104 $5,765 $5,039 
Restricted stock units for board members844 929 999 
Total share-based compensation$7,948 $6,694 $6,038 
 
The income tax benefits recognized as a component of the provision for (benefit from) income taxes in our Consolidated Statements of Operations related to share-based compensation expense were approximately $2.0 million, $1.7 million and $1.6 million during the years ended December 30, 2020, December 25, 2019 and December 26, 2018, respectively.
Employee Share Awards

Employee share awards consist of performance share units and restricted stock units (which are equity classified). Prior to fiscal 2020, we primarily granted performance share units (“PSUs”) containing a market condition based on the total shareholder return of our stock compared with the returns of a group of peer companies and performance share units containing a performance condition based on the Company’s achievement of certain operating metrics. The number of shares that are ultimately issued is dependent upon the level of obtainment of the market and performance conditions. The following table summarizes the employee share awards activity during the year ended December 30, 2020:
 
 UnitsWeighted Average Grant Date
Fair Value
 
 (In thousands)
Outstanding, beginning of year1,681 $16.22 
Granted824 $10.47 
Vested(829)$11.84 
Forfeited(113)$16.25 
Cancellations due to modification(522)$16.83 
Reissuance due to modification522 $9.04 
Outstanding, end of year1,563 $12.91 
Convertible, end of year577 $14.92 

During the year ended December 30, 2020, as a component of our annual compensation program, we granted certain employees approximately 0.8 million restricted stock units with a weighted average grant date fair value of $10.47 per share that vest over a two-year period, as defined under the terms of the award. The vesting period for these restricted stock units is the two-year period beginning May 20, 2020 through May 20, 2022.

Modification of Performance Share Units

On September 30, 2020, the Company’s Board of Directors (the "Board") approved adjustments to certain PSUs granted to employees as part of the Company’s Long-Term Incentive Program.

Awards for 2018 and 2019 were originally made 100% in the form of PSUs with three-year performance periods (2018-2020 for the 2018 PSUs and 2019-2021 for the 2019 PSUs). The PSUs are earned based 50% on growth in earnings per share over the performance period (“EPS Growth”) and 50% on the relative total stockholder return of the Company for the performance period against a peer group for the 2018 awards and against the S&P 600 Consumer Discretionary Index for the 2019 awards (“Relative TSR”).

The full service dining sector in which the Company operates has been severely negatively impacted by business disruptions resulting from the COVID-19 pandemic. These business disruptions, which could not have been foreseen when the 2018 and 2019 PSUs were awarded, have caused the EPS Growth goals for the PSUs to be unattainable. To address the loss of retentive and incentive value due to these unforeseen events, the Board approved the following adjustments to the 2018 and 2019 PSUs:

2018 PSUs

The EPS Growth goal for the 2018 PSUs was measured in accordance with the methodology established at the time of grant for the first two years of the performance period, 2018-2019, before the onset of the COVID-19 pandemic. That performance was above the maximum goal that had been set. That portion of the award was then prorated by two-thirds (since two-thirds of the performance period had been completed before the pandemic). The modification impacts approximately 0.2 million PSUs with a fair value of approximately $2.4 million at the modification date based on the grant date fair value of $10.00, the market value of our stock on the date of grant. The modified award equals 100% of target (i.e., 150% performance times two-thirds). The modified award vested and was expensed during the year ended December 30, 2020 (the remaining term of the original award). Prior to the modification, the fair value of the award was zero.
2019 PSUs

The Board removed the 2019-2021 EPS Growth goal and will instead apply the 2019-2021 Relative TSR goal to that portion of the award. The modification impacts approximately 0.3 million PSUs with a fair value of approximately $2.3 million at the modification date. As these awards contain a market condition, a Monte Carlo valuation was used to determine the modification date fair value of $8.24 per share. The modified award will vest and be expensed over the fifteen-month period ending December 29, 2021 (the remaining term of the original award), subject to continued employment. Prior to the modification, the fair value of the award was zero.

The Board did not change the existing Relative TSR portion of either award. These adjustments were accounted for as modifications beginning in the fourth quarter of 2020.

For 2020, 2019 and 2018, the weighted average grant date fair value of awards granted was $10.47, $19.02 and $16.97, respectively.

We made payments of $0.2 million, $0.4 million and $0.2 million in cash during 2020, 2019 and 2018, respectively, related to converted performance share units. Payments relate to the payment of payroll taxes. The intrinsic value of units converted was $12.0 million, $16.9 million and $9.8 million during 2020, 2019 and 2018, respectively. As of December 30, 2020 and December 25, 2019, we had accrued compensation of $0.1 million and $0.1 million, respectively, included as a component of other current liabilities and $0.2 million and $0.2 million, respectively, included as a component of other noncurrent liabilities in our Consolidated Balance Sheets, which represents future estimated payroll taxes. As of December 30, 2020, we had $8.8 million of unrecognized compensation cost related to unvested performance share unit awards granted, which is expected to be recognized over a weighted average of 1.3 years.
 
Restricted Stock Units for Board Members
 
During the year ended December 30, 2020, we granted less than 0.1 million restricted stock units (which are equity classified) with a weighted average grant date fair value of $10.43 per unit to non-employee members of our Board. The restricted stock units vest after a one year service period. A director may elect to convert these awards into shares of common stock on a specific date in the future (while still serving as a member of our Board), upon termination as a member of our Board or in three equal annual installments commencing after termination of service as a member of our Board. During the year ended December 30, 2020, less than 0.1 million restricted stock units were converted into shares of common stock.

There were 0.8 million and 0.7 million restricted stock units outstanding as of December 30, 2020 and December 25, 2019, respectively. As of December 30, 2020, we had approximately $0.3 million of unrecognized compensation cost related to all unvested restricted stock unit awards outstanding, which is expected to be recognized over a weighted average of 0.4 years.

Stock Options

Prior to 2012, stock options were granted that vest evenly over three years, have a 10-year contractual life and are issued at the market value at the date of grant. There were no options granted in 2020, 2019 or 2018.

The following table summarizes information about stock options outstanding and exercisable at December 30, 2020:
 
 OptionsWeighted Average Exercise PriceWeighted Average Remaining Contractual Life (in years)Aggregate
Intrinsic
Value
 (In thousands, except per share amounts)
Outstanding, beginning of year140 $3.89   
Exercised(110)$3.89   
Outstanding, end of year30 $3.89 0.1$305 
Exercisable, end of year30 $3.89 0.1$305 
 
The total intrinsic value of the options exercised was $0.8 million, $6.6 million and $4.9 million during the years ended December 30, 2020, December 25, 2019 and December 26, 2018, respectively.