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Pay vs Performance Disclosure
Unit_pure in Millions

12 Months Ended

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 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 Company’s variable

pay-for-performance

philosophy and how the Company 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 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) ($)					Adjusted EBITDA(4) ($)

2023				4,540,521					1,684,905					—					—					1,628,018					1,075,974				$	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

Figures above reflect updates made to more closely align with the SEC’s proposed methodology for calculating option values which has led to differences in year over year values.

(1)	The following individuals are our CEO, our former CEO, and other NEOs for each fiscal year:



Year		CEO(s)		Non-CEO NEOs

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 2020								FY 2021												FY 2022								FY 2023

Adjustments		Former CEO				Avg. non- CEO NEO				CEO(1)				Former CEO				Avg. non- CEO NEO				CEO				Avg. non- CEO NEO				CEO				Avg. non- CEO NEO

Summary Compensation table total for applicable year.			1,834,775				1,641,151				10,838,013				156,353				1,758,544				4,425,333				2,352,870				4,540,521				1,628,018

Decrease for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY			0				(544,415	)			(6,326,281	)			0				(649,629	)			(2,450,059	)			(1,234,459	)			(2,450,050	)			(600,096	)

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			0				588,437				8,365,065				0				546,353				3,598,977				1,109,941				2,076,329				483,883

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				0				0				0				0				0				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			(9,431,063	)			(355,442	)			0				0				(12,248	)			(242,614	)			(136,109	)			(2,908,100	)			(536,294	)

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			400				(151,979	)			0				6,224,595				275,596				97,750				(7,773	)			336,559				80,500

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				0				0				(197,212	)			0				0				0				0

Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date			18,320				40,665				0				2,031,162				26,915				12,473				16,305				89,646				19,963

Compensation Actually Paid			(7,577,567	)			1,218,418				12,876,797				8,412,110				1,748,319				5,441,860				2,100,774				1,684,905				1,075,974

(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, and December 31, 2023, calculated in accordance with Item 201

€

of Regulation

S-K.

The S&P 1500 Composite Restaurant Index TSR column consists of 19 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

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, and December 31, 2023, calculated in accordance with Item 201

€

of Regulation

S-K.

The S&P 1500 Composite Restaurant Index TSR column consists of 19 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 2020								FY 2021												FY 2022								FY 2023

Adjustments		Former CEO				Avg. non- CEO NEO				CEO(1)				Former CEO				Avg. non- CEO NEO				CEO				Avg. non- CEO NEO				CEO				Avg. non- CEO NEO

Summary Compensation table total for applicable year.			1,834,775				1,641,151				10,838,013				156,353				1,758,544				4,425,333				2,352,870				4,540,521				1,628,018

Decrease for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY			0				(544,415	)			(6,326,281	)			0				(649,629	)			(2,450,059	)			(1,234,459	)			(2,450,050	)			(600,096	)

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			0				588,437				8,365,065				0				546,353				3,598,977				1,109,941				2,076,329				483,883

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				0				0				0				0				0				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			(9,431,063	)			(355,442	)			0				0				(12,248	)			(242,614	)			(136,109	)			(2,908,100	)			(536,294	)

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			400				(151,979	)			0				6,224,595				275,596				97,750				(7,773	)			336,559				80,500

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				0				0				(197,212	)			0				0				0				0

Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date			18,320				40,665				0				2,031,162				26,915				12,473				16,305				89,646				19,963

Compensation Actually Paid			(7,577,567	)			1,218,418				12,876,797				8,412,110				1,748,319				5,441,860				2,100,774				1,684,905				1,075,974

Non-PEO NEO Average Total Compensation Amount

$ 1,628,018

$ 2,352,870

$ 1,758,544

$ 1,641,151

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,075,974

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 2020								FY 2021												FY 2022								FY 2023

Adjustments		Former CEO				Avg. non- CEO NEO				CEO(1)				Former CEO				Avg. non- CEO NEO				CEO				Avg. non- CEO NEO				CEO				Avg. non- CEO NEO

Summary Compensation table total for applicable year.			1,834,775				1,641,151				10,838,013				156,353				1,758,544				4,425,333				2,352,870				4,540,521				1,628,018

Decrease for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY			0				(544,415	)			(6,326,281	)			0				(649,629	)			(2,450,059	)			(1,234,459	)			(2,450,050	)			(600,096	)

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			0				588,437				8,365,065				0				546,353				3,598,977				1,109,941				2,076,329				483,883

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				0				0				0				0				0				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			(9,431,063	)			(355,442	)			0				0				(12,248	)			(242,614	)			(136,109	)			(2,908,100	)			(536,294	)

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			400				(151,979	)			0				6,224,595				275,596				97,750				(7,773	)			336,559				80,500

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				0				0				(197,212	)			0				0				0				0

Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date			18,320				40,665				0				2,031,162				26,915				12,473				16,305				89,646				19,963

Compensation Actually Paid			(7,577,567	)			1,218,418				12,876,797				8,412,110				1,748,319				5,441,860				2,100,774				1,684,905				1,075,974

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, and December 31, 2023.

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, and December 31, 2023.

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, and December 31, 2023.

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, and December 31, 2023.

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 2023, 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

$ 66.72

83.73

95.54

72.69

Peer Group Total Shareholder Return Amount

153.95

133.03

145.93

119.57

Net Income (Loss)

$ 97,200,000

$ 81,100,000

$ 97,900,000

$ (104,000,000)

Company Selected Measure Amount

256.4

251.9

253.3

273.5

John W. Peyton

Pay vs Performance Disclosure

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.

Pay vs Performance Disclosure

Same-Restaurant Sales

Pay vs Performance Disclosure

Net Development

Pay vs Performance Disclosure

Relative Total Shareholder Return (compared to publicly-traded restaurant companies)

Pay vs Performance Disclosure

Traffic

Mr. Peyton [Member]

Pay vs Performance Disclosure

PEO Total Compensation Amount

$ 4,540,521

$ 4,425,333

$ 10,838,013

PEO Actually Paid Compensation Amount

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 | Mr. Peyton [Member] | Reported under the Stock Awards and Option Awards Columns in the Summary Compensation Table for Applicable FY [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(2,450,050)

(2,450,059)

(6,326,281)

PEO | Mr. Peyton [Member] | 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 [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

2,076,329

3,598,977

8,365,065

PEO | Mr. Peyton [Member] | Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

PEO | Mr. Peyton [Member] | 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 [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(2,908,100)

(242,614)

0

PEO | Mr. Peyton [Member] | 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 [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

336,559

97,750

0

PEO | Mr. Peyton [Member] | Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

PEO | Mr. Peyton [Member] | Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

89,646

12,473

0

PEO | Mr. Stephen Joyce [Member] | Reported under the Stock Awards and Option Awards Columns in the Summary Compensation Table for Applicable FY [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

PEO | Mr. Stephen Joyce [Member] | 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 [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

PEO | Mr. Stephen Joyce [Member] | Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

PEO | Mr. Stephen Joyce [Member] | 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 [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

(9,431,063)

PEO | Mr. Stephen Joyce [Member] | 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 [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

6,224,595

400

PEO | Mr. Stephen Joyce [Member] | Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

PEO | Mr. Stephen Joyce [Member] | Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

2,031,162

18,320

Non-PEO NEO | Reported under the Stock Awards and Option Awards Columns in the Summary Compensation Table for Applicable FY [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(600,096)

(1,234,459)

(649,629)

(544,415)

Non-PEO NEO | 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 [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

483,883

1,109,941

546,353

588,437

Non-PEO NEO | Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

0

Non-PEO NEO | 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 [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(536,294)

(136,109)

(12,248)

(355,442)

Non-PEO NEO | 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 [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

80,500

(7,773)

275,596

(151,979)

Non-PEO NEO | Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

(197,212)

0

Non-PEO NEO | Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 19,963

$ 16,305

$ 26,915

$ 40,665