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Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE

Pursuant to Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation

S-K,

we are providing the following information about the relationship between the compensation “actually paid” (“CAP”) to the Company’s principal executive officer (the “PEO”) and

non-PEO

NEOs (the

“Non-PEO

NEOs”) and certain aspects of the financial performance of the Company. The CAP to our NEOs as reported in this section does not reflect the actual amount of compensation earned, realized

received by our NEOs, but is a calculation derived from the total compensation reported for each NEO in the 2023 Summary Compensation Table (the “SCT”), as adjusted pursuant to the requirements of Item 402(v) of SEC Regulation

S-K.

While the Compensation and Human Capital Committee did not utilize CAP as defined by the SEC in making compensation decisions in 2023,

see

“Compensation Discussion and Analysis—A Philosophy of

Pay-For-Performance”

for further information concerning the Company’s philosophy of

pay-for-performance.

VERSUS

ERFORMANCE

ABLE


Y EAR	S UMMARY C OMPENSATION T ABLE T O TAL FOR PEO 1		C OMPENSATION A CTUALLY P AID TO PEO 2		A VERAGE S UMMARY C OMPENSATION T ABLE T OTAL FOR N ON -PEO NEO S 3		A VERAGE C OMPENSATION A CTUALLY P AID TO N ON -PEO NEO S 4		V ALUE OF I NITIAL F IXED $100 I NVESTMENT B ASED O N :				N ET I NCOME ( IN MILLIONS ) 7		A DJUSTED EBITDA ( IN MILLIONS ) 8
Y EAR	S UMMARY C OMPENSATION T ABLE T O TAL FOR PEO 1		C OMPENSATION A CTUALLY P AID TO PEO 2						T OTAL S HAREHOLDER R ETURN 5		P EER G ROUP T OTAL S HAREHOLDER R ETURN 6		N ET I NCOME ( IN MILLIONS ) 7		A DJUSTED EBITDA ( IN MILLIONS ) 8
(a)	($) (b)		($) (c)		($) (d)		($) (e)		($) (f)		($) (g)		($) (h)		($) (i)
2023		8,596,408		1,412,451		2,746,501		686,555		97.84		163.00		204.4		535.9
2022		8,005,313		6,651,234		2,864,852		2,482,526		108.29		134.77		177.4		497.8
2021		9,669,733		11,210,465		3,463,434		3,974,600		111.37		147.99		200.4		467.0
2020		7,213,774		7,455,639		3,061,513		3,110,864		100.34		120.08		117.8		420.1

(1)

The dollar amounts shown in column (b) reflect the amounts reported in the “Total” column of the SCT for our PEO, Mr. Penegor (our former President and Chief Executive Officer) for each applicable year.

(2)

The dollar amounts shown in column (c) reflect the amount of CAP to Mr. Penegor, as calculated in accordance with Item 402(v) of SEC Regulation

S-K

for each applicable year. In accordance with the requirements of Item 402(v) of SEC Regulation

S-K,

the following adjustments were made to the amounts reported in the “Total” column of the SCT for Mr. Penegor for each year to determine the CAP:


	PEO (T ODD P ENEGOR )
	2023 ($)			2022 ($)			2021 ($)			2020 ($)

SCT Total for PEO		8,596,408			8,005,313			9,669,733			7,213,774
Deduct: Reported Value of Equity Awards Granted during Fiscal Year		(5,749,960	)		(5,249,966	)		(5,249,974	)		(4,599,975	)
Add : Year-End Fair Value of Equity Awards Granted in the Year that are Outstanding and Unvested at Year-End		4,579,532			5,413,992			6,822,175			3,821,709
Add or Deduct : Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested at Year-End		(3,216,785	)		(929,034	)		(134,543	)		343,964
Add or Deduct : Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year		(3,121,640	)		(803,357	)		(49,181	)		576,656
Deduct : Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		—			—			—			—
Add : Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation		324,895			214,286			152,255			99,511

CAP to PEO (a)		1,412,451			6,651,234			11,210,465			7,455,639

(a)

The fair value or change in fair value, as applicable, of the equity awards described in the line items above was determined by reference to: (i) with respect to RSU awards, the closing price of our Common Stock on

applicable

year-end

dates or, in the case of vesting dates, the actual vesting price; (ii) with respect to cumulative free cash flow-based performance unit awards, the same valuation methodology as RSU awards above except

year-end

and vesting date values were multiplied by the probability of achievement as of each such date; (iii) with respect to relative total shareholder return-based performance unit awards, the fair value calculated by a Monte Carlo simulation model as of the applicable

year-end

date(s) or, in the case of a vesting date, the actual vesting price and probability of achievement as of each such date; and (iv) with respect to stock options, the fair value calculated by a Black-Scholes-Merton option pricing model as of the applicable

year-end

or vesting date(s), determined based on the same methodology as used to determine grant date fair values but using the closing price of our Common Stock, risk-free interest rate, expected life in years, expected volatility and expected dividend yield as of the revaluation date.

(3)

The dollar amounts shown in column (d) reflect the average of the amounts reported in the “Total” column of the SCT for the

Non-PEO

NEOs as a group for each applicable year. For 2023, the

Non-PEO

NEOs consisted of Mr. Plosch, Ms. Pringle, Mr. Vasconi, Mr. Wunsch and Mr. Kane. For each of 2022, 2021 and 2020, the

Non-PEO

NEOs consisted of Mr. Plosch, Mr. Kane, Ms. Pringle and Mr. Vasconi.

(4)

The dollar amounts shown in column (e) reflect the average amount of CAP to the

Non-PEO

NEOs as a group, as calculated in accordance with Item 402(v) of SEC Regulation

S-K

for each applicable year. In accordance with the requirements of Item 402(v) of SEC Regulation

S-K,

the following adjustments were made to the average of the amounts reported in the “Total” column of the SCT for the

Non-PEO

NEOs as a group for each year to determine the CAP:


	N ON -PEO NEO S
	2023 ($)			2022 ($)			2021 ($)			2020 ($)

Average SCT Total for Non-PEO NEOs		2,746,501			2,864,852			3,463,434			3,061,513
Deduct: Average Reported Value of Equity Awards Granted during Fiscal Year		(1,089,970	)		(1,512,478	)		(1,437,476	)		(2,006,198	)
Add : Average Year-End Fair Value of Equity Awards Granted in the Year that are Outstanding and Unvested at Year-End		868,100			1,559,732			1,867,954			1,727,753
Add or Deduct : Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested at Year-End		(744,500	)		(302,803	)		22,280			148,100
Add or Deduct : Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year		(751,182	)		(208,462	)		638			149,668
Deduct : Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		(426,831	)		—			—			—
Add : Average Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation		84,436			81,685			57,770			30,028

Average CAP to Non-PEO NEOs (a)		686,555			2,482,526			3,974,600			3,110,864

(a)

See footnote (2.a) above for a discussion of the determination of the fair value or change in fair value, as applicable, of the equity awards described in the line items above.

(5)

Assumes an initial investment of $100 on December 27, 2019, the last trading day of fiscal 2019 and a reinvestment of all dividends when received.

(6)

The peer group reflected is the same market capitalization weighted peer group used by the Company for purposes of compliance with Item 201(e)(1)(ii) of SEC Regulation

S-K.

In addition, peer group total shareholder return is calculated using the same method the Company uses for purposes of compliance with Item 201(e)(1)(ii) of SEC Regulation

S-K.

Assumes an initial investment of $100 on December 27, 2019, the last trading day of fiscal 2019 and a reinvestment of all dividends when received. The companies that comprise this peer group are: Brinker International, Inc.; Chipotle Mexican Grill, Inc.; Darden Restaurants, Inc.; Dine Brands Global, Inc.; Domino’s Pizza, Inc.; Jack in the Box Inc.; McDonald’s Corporation; Papa John’s International, Inc.; Red Robin Gourmet Burgers, Inc.; Restaurant Brands International Inc.; Starbucks Corporation; The Wendy’s Company; and Yum! Brands, Inc.

(7)

The dollar amounts reported represent

the

amount of the Company’s net income for the applicable year, each as calculated in accordance with accounting principles generally accepted in the United States of America (GAAP).

(8)

Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, as adjusted (i) within the “Reconciliation of Net Income to Adjusted EBITDA” (or similarly titled

non-GAAP

reconciliation table) as presented in the Company’s earnings release for the applicable year and (ii) to exclude the impact of any other specific

non-recurring

and unusual items. The Company has determined that adjusted EBITDA is the most important financial performance measure used by the Company to link CAP to our NEOs for the 2023 fiscal year to the Company’s performance. See

Annex A

for additional details regarding adjusted EBITDA.

Company Selected Measure Name

Adjusted EBITDA

Named Executive Officers, Footnote

For 2023, the

Non-PEO

NEOs consisted of Mr. Plosch, Ms. Pringle, Mr. Vasconi, Mr. Wunsch and Mr. Kane. For each of 2022, 2021 and 2020, the

Non-PEO

NEOs consisted of Mr. Plosch, Mr. Kane, Ms. Pringle and Mr. Vasconi.

Peer Group Issuers, Footnote

The peer group reflected is the same market capitalization weighted peer group used by the Company for purposes of compliance with Item 201(e)(1)(ii) of SEC Regulation

S-K.

In addition, peer group total shareholder return is calculated using the same method the Company uses for purposes of compliance with Item 201(e)(1)(ii) of SEC Regulation

S-K.

PEO Total Compensation Amount

$ 8,596,408

$ 8,005,313

$ 9,669,733

$ 7,213,774

PEO Actually Paid Compensation Amount

$ 1,412,451

6,651,234

11,210,465

7,455,639

Adjustment To PEO Compensation, Footnote

(2)

The dollar amounts shown in column (c) reflect the amount of CAP to Mr. Penegor, as calculated in accordance with Item 402(v) of SEC Regulation

S-K

for each applicable year. In accordance with the requirements of Item 402(v) of SEC Regulation

S-K,

the following adjustments were made to the amounts reported in the “Total” column of the SCT for Mr. Penegor for each year to determine the CAP:


	PEO (T ODD P ENEGOR )
	2023 ($)			2022 ($)			2021 ($)			2020 ($)

SCT Total for PEO		8,596,408			8,005,313			9,669,733			7,213,774
Deduct: Reported Value of Equity Awards Granted during Fiscal Year		(5,749,960	)		(5,249,966	)		(5,249,974	)		(4,599,975	)
Add : Year-End Fair Value of Equity Awards Granted in the Year that are Outstanding and Unvested at Year-End		4,579,532			5,413,992			6,822,175			3,821,709
Add or Deduct : Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested at Year-End		(3,216,785	)		(929,034	)		(134,543	)		343,964
Add or Deduct : Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year		(3,121,640	)		(803,357	)		(49,181	)		576,656
Deduct : Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		—			—			—			—
Add : Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation		324,895			214,286			152,255			99,511

CAP to PEO (a)		1,412,451			6,651,234			11,210,465			7,455,639

(a)

applicable

year-end

Non-PEO NEO Average Total Compensation Amount

$ 2,746,501

2,864,852

3,463,434

3,061,513

Non-PEO NEO Average Compensation Actually Paid Amount

$ 686,555

2,482,526

3,974,600

3,110,864

Adjustment to Non-PEO NEO Compensation Footnote

(4)

The dollar amounts shown in column (e) reflect the average amount of CAP to the

Non-PEO

NEOs as a group, as calculated in accordance with Item 402(v) of SEC Regulation

S-K

for each applicable year. In accordance with the requirements of Item 402(v) of SEC Regulation

S-K,

the following adjustments were made to the average of the amounts reported in the “Total” column of the SCT for the

Non-PEO

NEOs as a group for each year to determine the CAP:


	N ON -PEO NEO S
	2023 ($)			2022 ($)			2021 ($)			2020 ($)

Average SCT Total for Non-PEO NEOs		2,746,501			2,864,852			3,463,434			3,061,513
Deduct: Average Reported Value of Equity Awards Granted during Fiscal Year		(1,089,970	)		(1,512,478	)		(1,437,476	)		(2,006,198	)
Add : Average Year-End Fair Value of Equity Awards Granted in the Year that are Outstanding and Unvested at Year-End		868,100			1,559,732			1,867,954			1,727,753
Add or Deduct : Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested at Year-End		(744,500	)		(302,803	)		22,280			148,100
Add or Deduct : Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year		(751,182	)		(208,462	)		638			149,668
Deduct : Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		(426,831	)		—			—			—
Add : Average Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation		84,436			81,685			57,770			30,028

Average CAP to Non-PEO NEOs (a)		686,555			2,482,526			3,974,600			3,110,864

(a)

See footnote (2.a) above for a discussion of the determination of the fair value or change in fair value, as applicable, of the equity awards described in the line items above.

Compensation Actually Paid vs. Total Shareholder Return

CAP and the Company’s TSR, Net Income and Adjusted EBITDA

The tables below demonstrate the relationship between (i) CAP to our PEO (Mr. Penegor) and the average amount of CAP to our

Non-PEO

NEOs and (ii) the Company’s TSR, net income and adjusted EBITDA for each of 2023, 2022, 2021 and 2020.

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Company TSR and Peer Group TSR

The table below demonstrates the relationship between (i) the Company’s TSR and (ii) the weighted TSR of the Company’s peer group disclosed in footnote (6) to the Pay Versus Performance Table above, beginning on December 27, 2019 (the last trading day of fiscal 2019) and ending on December 29, 2023 (the last trading day of fiscal 2023).

Tabular List, Table

INANCIAL

ERFORMANCE

RES

As described in greater detail under the caption “Compensation Discussion and Analysis,” performance-based pay constitutes the most significant portion of target total direct compensation for the Company’s senior executives, consistent with the Company’s

pay-for-performance

philosophy. In our assessment, the financial performance measures selected for use in the 2023 annual cash incentive plan and long-term equity incentive awards represent the most important financial performance measures used by the Company to link CAP to the Company’s NEOs during 2023 to the Company’s performance. These measures include:

•

Adjusted EBITDA;

•

Free Cash Flow;

•

Global Systemwide Sales Growth; and

•

Relative Total Stockholder Return (“TSR”) (the Company’s TSR as compared to the S&P MidCap 400 index)

Total Shareholder Return Amount

$ 97.84

108.29

111.37

100.34

Peer Group Total Shareholder Return Amount

163

134.77

147.99

120.08

Net Income (Loss)

$ 204,400,000

$ 177,400,000

$ 200,400,000

$ 117,800,000

Company Selected Measure Amount

535,900,000

497,800,000

467,000,000

420,100,000

PEO Name

Mr. Penegor

Measure:: 1

Pay vs Performance Disclosure

Name

Adjusted EBITDA

Non-GAAP Measure Description

Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, as adjusted (i) within the “Reconciliation of Net Income to Adjusted EBITDA” (or similarly titled

non-GAAP

reconciliation table) as presented in the Company’s earnings release for the applicable year and (ii) to exclude the impact of any other specific

non-recurring

Annex A

for additional details regarding adjusted EBITDA.

Measure:: 2

Pay vs Performance Disclosure

Name

Free Cash Flow

Measure:: 3

Pay vs Performance Disclosure

Name