2022 PROXY STATEMENT

 

450 North Brand Boulevard

Glendale, California 91203

(866) 995-DINE

March 30, 2022

Dear Fellow Stockholders:

We are pleased to invite you to attend the 2022 Annual Meeting of Stockholders of Dine Brands Global, Inc., which will be held on Thursday, May 12, 2022, at 8:00 a.m., Local Time, at Essex House, 160 Central Park S, New York, NY 10019. At this year’s Annual Meeting, you will be asked to: (i) elect the ten directors identified in this proxy statement; (ii) ratify the appointment of Ernst & Young LLP as our independent auditor for 2022; (iii) approve, on an advisory basis, the compensation of our named executive officers; (iv) approve an amendment to the Dine Brands Global, Inc. 2019 Stock Incentive Plan to increase the reservation of common stock for issuance thereunder; (v) consider a stockholder proposal requesting that we produce a report on the feasibility of increasing tipped workers’ wages; and (vi) consider a stockholder proposal requesting that we produce a report relating to the ways in which the Corporation reconciles disparities between its published ESG standards and the implementation of those standards, including with respect to the use of gestation crates in its pork supply.

Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. Voting your proxy will ensure your representation at the Annual Meeting. You can vote your shares over the Internet, by telephone or by using a traditional proxy card. Instructions on each of these voting methods are outlined in the enclosed proxy statement.

We urge you to review carefully the proxy materials and to vote: (i) FOR the election of each of the directors identified in this proxy statement; (ii) FOR the ratification of the appointment of Ernst & Young LLP as our independent auditor; (iii) FOR the approval, on an advisory basis, of the compensation of our named executive officers; (iv) FOR the amendment to the Dine Brands Global, Inc. 2019 Stock Incentive Plan to increase the reservation of common stock for issuance thereunder; (v) AGAINST the stockholder proposal requesting that we produce a report on the feasibility of increasing tipped workers’ wages; and (vi) AGAINST the stockholder proposal requesting that we produce a report relating to the ways in which the Corporation reconciles disparities between its published ESG standards and the implementation of those standards, including with respect to the use of gestation crates in its pork supply.

Thank you for your continued support of and interest in Dine Brands Global, Inc. We look forward to seeing you on May 12^th.

Sincerely yours,

 

Richard J. Dahl		John W. Peyton
Chairman of the Board of Directors		Chief Executive Officer

 

2022 PROXY STATEMENT

 

450 North Brand Boulevard

Glendale, California 91203

(866) 995-DINE

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 12, 2022

March 30, 2022

To the Stockholders of Dine Brands Global, Inc.:

NOTICE IS HEREBY GIVEN that the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Dine Brands Global, Inc., a Delaware corporation (the “Corporation”), will be held at Essex House, 160 Central Park S, New York, NY 10019, on Thursday, May 12, 2022, at 8:00 a.m., Local Time, for the following purposes as more fully described in the accompanying proxy statement:

 

(1)

To elect the ten directors identified in the proxy statement;

 

(2)

To ratify the appointment of Ernst & Young LLP as the Corporation’s independent auditor for the fiscal year ending December 31, 2022;

 

(3)

To approve, on an advisory basis, the compensation of the Corporation’s named executive officers;

 

(4)

To approve an amendment to the Dine Brands Global, Inc. 2019 Stock Incentive Plan to increase the reservation of common stock for issuance thereunder;

 

(5)

To vote on a stockholder proposal to produce a report on the feasibility of increasing tipped workers’ wages; and

 

(6)

To vote on a stockholder proposal to produce a report relating to the ways in which the Corporation reconciles disparities between its published ESG standards and the implementation of those standards, including with respect to the use of gestation crates in its pork supply.

Only stockholders of record at the close of business on March 16, 2022, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting and any adjournment thereof.

By Order of the Board of Directors,

 

Christine K. Son

Senior Vice President, Legal, General Counsel and Secretary

 

2022 PROXY STATEMENT

 

Important Notice Regarding the Availability of

Proxy Materials for the Annual Meeting of Stockholders

of Dine Brands Global, Inc.

to be Held on May 12, 2022

The notice of the Annual Meeting, proxy statement, 2021 annual report to stockholders and the means to vote by Internet are available at www.envisionreports.com/DIN.

Your Vote is Important

Please vote as promptly as possible by using the Internet or telephone or by signing, dating, and returning the proxy card. If you did not receive a paper copy of the proxy statement with the proxy card and would like to vote by proxy card, please refer to the instructions on requesting a paper copy of these materials in this proxy statement. All stockholders are cordially invited to attend the Annual Meeting. If you attend the Annual Meeting, you may vote during the meeting if you wish, even if you have previously voted by another method.

 

2022 PROXY STATEMENT

TABLE OF CONTENTS

 

Table of Contents

 

 

		1

2022 PROXY STATEMENT

PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS

 

450 North Brand Boulevard

Glendale, California 91203

(866) 995-DINE

PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS

QUESTIONS AND ANSWERS

 

 

		1

2022 PROXY STATEMENT

PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS

 

 

2

2022 PROXY STATEMENT

PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS

 

 

		3

2022 PROXY STATEMENT

PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS

 

 

Additional Information

The Corporate Governance section of the Dine Brands Global, Inc. website provides up-to-date information about the Corporation’s corporate governance policies and practices. In addition, the Investors section of the website includes links to the Corporation’s filings with the SEC, news releases, and investor presentations by management. Please note that information contained on the Corporation’s website does not constitute part of this proxy statement. You may also obtain a copy of our periodic filings from the SEC’s EDGAR database at www.sec.gov.

 

4

2022 PROXY STATEMENT

IMPORTANT NOTE

 

IMPORTANT NOTE

You should rely only on the information contained in this proxy statement to vote on the proposals at the Annual Meeting. The Corporation has not authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated March 30, 2022. You should not assume that the information contained in this proxy statement is accurate as of any date other than such date, unless indicated otherwise herein, and the mailing of this proxy statement to stockholders shall not create any implication to the contrary.

 

		5

2022 PROXY STATEMENT

CORPORATE GOVERNANCE

 

CORPORATE GOVERNANCE

Current Board of Directors

The Corporation’s Restated Certificate of Incorporation provides that all directors will stand for election annually. There are currently 11 members of the Board of Directors:

 

Howard M. Berk

Daniel J. Brestle

Susan M. Collyns

Richard J. Dahl

Michael C. Hyter

Larry A. Kay

Caroline W. Nahas

Douglas M. Pasquale

John W. Peyton

Martha C. Poulter

Lilian C. Tomovich

Daniel J. Brestle, currently a director, is not standing for re-election and will be retiring from the Board of Directors as of the Annual Meeting. Effective as of the Annual Meeting, the size of the Board will be reduced to 10 members.

Martha C. Poulter was appointed as a director effective September 1, 2021. Ms. Poulter was identified as a candidate to serve as a director by an independent board search consulting firm.

The business and affairs of the Corporation are managed under the direction of the Board of Directors. It is management’s responsibility to formalize, propose and implement strategic choices and it is the Board of Directors’ role to approve strategic direction and evaluate strategic results, including both the performance of the Corporation and the performance of the Chief Executive Officer.

Board Leadership Structure

The Corporation’s Amended and Restated Bylaws require the Chairman of the Board of Directors to be elected from the independent members of the Board of Directors as determined by the NYSE listing standards. Mr. Dahl has served as the independent Chairman of the Board of Directors since September 2017.

The Board of Directors believes the separation of the roles of Chairman of the Board of Directors and Chief Executive Officer allows the Chief Executive Officer to focus on managing the daily operations of the business and enhances the Board of Directors’ independence from management, thus leading to better monitoring and oversight of management. The Board of Directors believes this structure best serves the interests of the Corporation and its stockholders.

The Corporation’s Corporate Governance Guidelines outline the responsibilities of the Chairman of the Board of Directors. Amongst other responsibilities, the duties of the Chairman of the Board of Directors include:

 

•

leading and overseeing the Board of Directors;

 

•

presiding at Board of Directors meetings and the annual meeting of stockholders;

 

•

developing the agenda for Board of Directors meetings in consultation with the Chief Executive Officer;

 

•

working with the Nominating and Corporate Governance Committee to oversee the annual evaluations of the Board of Directors;

 

•

serving as the principal liaison between the independent directors and the Chief Executive Officer and other members of management, provided that the Board of Directors also has full and unfettered access to the Chief Executive Officer and management;

 

6

2022 PROXY STATEMENT

CORPORATE GOVERNANCE

 

•

advising and serving as a partner to the Chief Executive Officer;

 

•

after reviewing with the Board of Directors, conducting the Chief Executive Officer’s annual performance review with the Chair of the Nominating and Corporate Governance Committee and conducting the Chief Executive Officer’s annual compensation discussion with the Chair of the Compensation Committee;

 

•

calling special meetings of stockholders and the Board of Directors as the Chairman of the Board of Directors deems appropriate;

 

•

meeting with the Chair of each committee in the first quarter of each year to discuss and set such committee’s goals and priorities for the year following the annual meeting of stockholders; and

 

•

serving as an advisor to management on investor relations matters as necessary and appropriate.

The Role of the Board of Directors in Risk Oversight

The Board of Directors and each of its committees have an active role in overseeing management of the Corporation’s risks. The Board of Directors regularly reviews information regarding the Corporation’s strategic, financial and operational risks and believes that evaluating how the executive team manages the various risks confronting the Corporation is one of its most important areas of oversight.

In carrying out this critical responsibility, the Board of Directors has established an Enterprise Risk Management Council consisting of our Chief Executive Officer, key members of the brand business units, risk management, quality assurance, legal, finance and internal audit functions within the Corporation. The Enterprise Risk Management Council assists the Board of Directors with the identification, assessment, management, and monitoring of risks inherent to the business of the Corporation and with risk management decisions pertaining to the Corporation’s practices and activities. The Enterprise Risk Management Council is led by the Corporation’s Executive Director of Risk Management, who reports regularly to the Audit Committee and the Board of Directors.

The Audit Committee assists the Board of Directors with oversight of the Corporation’s policies with respect to risk assessment and risk management. In addition, the Audit Committee oversees and evaluates the management of risks associated with accounting, auditing, financial reporting and internal controls over financial reporting, food safety, quality assurance and cybersecurity. The Audit Committee assists the Board of Directors and the Chief Executive Officer in its oversight of the integrity of the Corporation’s financial statements, the Corporation’s compliance with legal and regulatory requirements, the performance, qualifications, and independence of the Corporation’s independent auditor and the performance of the Corporation’s internal audit function. The Audit Committee is responsible for reviewing and discussing the guidelines and policies governing the process by which senior management and the Corporation’s internal audit function assess and manage the Corporation’s exposure to risk, as well as the Corporation’s major financial risk exposures and the steps management has taken to monitor and control such exposures.

The Compensation Committee and the Nominating and Corporate Governance Committee also oversee risks within their respective areas of responsibility. The Compensation Committee oversees the management of risks relating to the Corporation’s compensation policies and practices. The Nominating and Corporate Governance Committee oversees the management of risks associated with the Board of Directors’ organization, membership and structure, corporate governance, the independence of members of the Board of Directors and assessment of the performance and effectiveness of each member of the Board of Directors. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports and management updates about such risks.

The Role of the Board of Directors in ESG Oversight

The Board of Directors and each of its committees have an active role in overseeing the Corporation’s environmental, social, and governance strategy and risks. To assist the Board of Directors in carrying out this responsibility, the Corporation has established a management ESG Task Force, which is a cross-functional team consisting of members from the following functional areas: quality assurance, architecture and design, human resources, legal, risk management, finance,

 

		7

2022 PROXY STATEMENT

CORPORATE GOVERNANCE

 

communications, brands, and international. Our management ESG Task Force also frequently engages and collaborates with our purchasing cooperative, an independent third-party entity. The Board of Directors receives regular reports from our management ESG Task Force.

The Nominating and Corporate Governance Committee reviews and oversees the Corporation’s actions on issues related to corporate social responsibility, sustainability, philanthropy, and other matters associated with the Corporation’s participation as a global corporate citizen, as well as our political activities and contributions and other public policy issues. The Compensation Committee oversees and monitors progress of programs regarding the Corporation’s organizational culture, including diversity and inclusion. The Audit Committee reviews risk assessments from management with respect to food safety and quality assurance and cybersecurity.

Director Independence

The NYSE rules require listed companies to have a board of directors with at least a majority of independent directors. The Board of Directors has had a majority of independent directors since the Corporation went public in 1991.

Under the NYSE rules, a director qualifies as “independent” if the Board of Directors affirmatively determines that he or she has no material relationship with the Corporation (either directly or as a partner, stockholder or officer of an organization that has a material relationship with the Corporation). Based upon a review of the directors’ backgrounds and business activities, the Board of Directors has affirmatively determined that directors Howard M. Berk, Daniel J. Brestle, Susan M. Collyns, Richard J. Dahl, Michael C. Hyter, Larry A. Kay, Caroline W. Nahas, Douglas M. Pasquale, Martha C. Poulter, and Lilian C. Tomovich have no material relationships (other than service as a director on the Board of Directors) with the Corporation and therefore that they each qualify as independent. In addition, Gilbert T. Ray, who served as a director for a portion of 2021, was considered independent.

In making its determination for Mr. Berk, Mr. Hyter, Ms. Nahas, and Ms. Tomovich, the Board of Directors specifically considered, amongst other factors, the following:

 

•

Mr. Berk’s position as a Senior Advisor of MSD Capital, L.P. and the fact that MSD Capital, L.P. may be deemed to beneficially own 740,545 shares of the Corporation’s Common Stock.

 

•

Mr. Hyter’s former position as the Chief Diversity Officer of Korn/Ferry International (“Korn/Ferry”) and the Corporation’s engagement of Korn/Ferry to provide sensitivity and inclusion training for the Corporation’s employees, franchisees, and the Board of Directors as well as customized training materials for the Corporation’s future use. The Corporation paid Korn/Ferry a total of $24,640 in 2021 for such services. The Board of Directors considered the fact that Mr. Hyter did not have any direct or indirect involvement with the Corporation’s consideration or selection of Korn/Ferry. Additionally, the Board of Directors does not believe Mr. Hyter had a material direct or indirect interest in the engagement or the services to be provided.

 

•

Ms. Nahas’ former position as the Vice Chair of Korn/Ferry, her current position as Senior Advisor of Korn/Ferry, and the Corporation’s engagement of Korn/Ferry to provide sensitivity and inclusion training for the Corporation’s employees, franchisees, and the Board of Directors as well as customized training materials for the Corporation’s future use. The Corporation paid Korn/Ferry a total of $24,640 in 2021 for such services. The Board of Directors considered the fact that Ms. Nahas did not have any direct or indirect involvement with the Corporation’s consideration or selection of Korn/Ferry. Additionally, the Board of Directors does not believe Ms. Nahas has a material direct or indirect interest in the engagement or the services to be provided nor does the Board of Directors believe that such engagement impairs Ms. Nahas’ judgment regarding the Corporation’s executive compensation.

 

•

Ms. Tomovich’s position as Chief Marketing Officer of the Consumer Banking Division of Barclays Bank beginning in September 2021, and Barclays’ status as a lender under the Corporation’s whole business securitization financing structure completed in 2019. Aside from debt service payments and de minimis debt-related fees, the Corporation did not pay Barclays any amounts during 2021. The Board of Directors considered the facts that Ms. Tomovich works for the consumer bank at Barclays and not the investment bank, that Ms. Tomovich would recuse herself from any consideration of services to the Corporation by Barclays going forward, and that Ms. Tomovich’s compensation at Barclays is not affected by the Corporation’s transactions with Barclays. Additionally, the Board of Directors does not believe Ms. Tomovich has a material direct or indirect interest in the engagement or the services to be provided.

 

8

2022 PROXY STATEMENT

CORPORATE GOVERNANCE

 

John W. Peyton, the Corporation’s Chief Executive Officer, does not qualify as an independent director.

Both the Sarbanes-Oxley Act of 2002 and the NYSE rules require the Board of Directors to have an audit committee comprised solely of independent directors, and the NYSE rules also require the Board of Directors to have a compensation committee and a nominating and corporate governance committee, each of which is comprised solely of independent directors. The Corporation is in compliance with these requirements.

Codes of Conduct

The Corporation is committed to maintaining high standards of business conduct and corporate governance, which the Corporation considers essential to running its business efficiently, serving the Corporation’s stockholders well and maintaining the Corporation’s integrity in the marketplace. Accordingly, the Board of Directors has adopted a Global Code of Conduct, which applies to all directors, officers and employees of the Corporation. The Global Code of Conduct sets forth the fundamental principles and key policies that govern the way the Corporation conducts business, including workplace conduct, conflicts of interest, gifts and entertainment, political and community involvement, protection of corporate property, fair business practices, global relations and other laws and regulations applicable to the Corporation’s business.

In addition to the Global Code of Conduct, the Board of Directors has adopted a Code of Conduct for Non-Employee Directors, which serves as guidance to the Corporation’s non-employee directors on ethical issues including conflicts of interest, confidentiality, corporate opportunities, fair disclosure, protection and proper use of corporate assets, fair dealing, harassment and discrimination, and other laws and regulations applicable to the Corporation’s business.

The Board of Directors has also adopted the Code of Ethics for the Chief Executive Officer and Senior Financial Officers. These individuals are expected to avoid actual or apparent conflicts between their personal and professional relationships and make full disclosure of any material transaction or relationship that could create or appear to create a conflict of interest to the General Counsel, who will inform and seek a determination from the Chair of the Audit Committee as to whether a conflict exists and the appropriate disposition of the matter. In addition, these individuals are expected to promote the corporate policy of making full, fair, accurate and understandable disclosure in all reports and documents filed with the SEC; report violations of the Code of Ethics to the General Counsel or the Chair of the Audit Committee; and request from the General Counsel any waivers of the Code of Ethics, which shall be publicly disclosed if required by applicable law.

Any waiver of any provision of the Global Code of Conduct or the Code of Ethics for Chief Executive Officer and Senior Financial Officers for any executive officer may be granted only by the Board of Directors. Any waiver of the Code of Conduct for Non-Employee Directors may be granted only by the disinterested directors of the Board of Directors or the Audit Committee, and any such waiver shall be promptly disclosed to the Corporation’s stockholders. The Board of Directors and the Audit Committee review whether such waivers are in the best interests of the Corporation and its stockholders, taking into account all relevant factors. In 2021, there were no waivers of (a) the Global Code of Conduct for executive officers, (b) the Code of Ethics for Chief Executive Officer and Senior Financial Officers, or (c) the Code of Conduct for Non-Employee Directors.

The Corporation also maintains an ethics hotline to allow any employee to express a concern or lodge a complaint, confidentially and anonymously, about any potential violation of the Corporation’s Global Code of Conduct.

Copies of the Global Code of Conduct, the Code of Conduct for Non-Employee Directors and the Code of Ethics for Chief Executive Officer and Senior Financial Officers can be found in the Corporate Governance section of the Corporation’s website, http://www.dinebrands.com. In addition, printed copies of the codes of conduct are available at no charge upon request to the Secretary at Dine Brands Global, Inc., 450 North Brand Boulevard, Glendale, California 91203, (866) 995- DINE. We will disclose any future substantive amendments to, or waivers granted to any officer from, the provisions of these ethics policies and standards on the Corporation’s website as promptly as practicable as may be required under applicable rules of the SEC or the NYSE.

Corporate Governance Guidelines

The Corporation has adopted corporate governance guidelines which can be found in the Corporate Governance section of the Corporation’s website, http://www.dinebrands.com. In addition, printed copies of the Corporation’s corporate governance guidelines are available at no charge upon request to the Secretary at Dine Brands Global, Inc., 450 North Brand Boulevard, Glendale, California 91203, (866) 995-DINE.

 

		9

2022 PROXY STATEMENT

CORPORATE GOVERNANCE

 

Director Attendance at Meetings

Directors are expected to attend the Corporation’s Annual Meeting. All directors then in office attended the 2021 annual meeting of stockholders, which was held virtually by means of remote communication. The Board of Directors held six meetings during 2021. During 2021, each incumbent director attended 75% or more of the aggregate of the meetings of the Board of Directors and of the committees on which he or she served that were held during the period for which he or she served as a director.

Executive Sessions of Non-Management Directors

The NYSE rules require that the non-management directors of a listed company meet at regularly scheduled executive sessions without management. The Corporation’s non-management directors generally meet separately at regular meetings of the Board of Directors and committee meetings. The independent Chairman of the Board of Directors, Richard J. Dahl, presides during executive sessions of the Board of Directors.

Communications with the Board of Directors

Stockholders and other interested persons wishing to communicate directly with the Board of Directors, the Chairman of the Board of Directors, any committee or chair of a committee, or any non-management director, individually or as a group, may do so by sending written communications appropriately addressed to the following address:

Dine Brands Global, Inc.

(or a particular subgroup or individual director)

c/o Office of the Secretary

450 North Brand Boulevard, 7th Floor

Glendale, California 91203

Each written communication should specify the applicable addressee or addressees to be contacted, as well as the general topic of the communication. The Board of Directors has designated the Secretary of the Corporation as its agent to receive and review communications addressed to the Board of Directors, Chairman of the Board of Directors, any committee or chair of a committee, or any non-management director, individually or as a group. The Office of the Secretary will initially receive and process communications to determine whether it is a proper communication for the Board of Directors. If the envelope containing a communication that a stockholder or other interested person wishes to be confidential is conspicuously marked “Confidential,” the Secretary of the Corporation will not open the communication prior to forwarding it to the appropriate individual(s). Generally, any communication that is primarily commercial, offensive, illegal or otherwise inappropriate, or does not substantively relate to the duties and responsibilities of our Board of Directors, may not be forwarded.

Board of Directors Retirement Policy

The Corporation’s corporate governance guidelines provide that no person may stand for election to serve as a member of the Corporation’s Board of Directors if he or she shall have reached his or her 76^th birthday. However, upon the recommendation of the Nominating and Corporate Governance Committee, and upon approval by the Board of Directors, a person who has reached his or her 76^th birthday may be permitted to stand for election and, if elected, continue to serve on the Board of Directors. Exceptions to our retirement policy are expected to be reserved for special circumstances where the Board of Directors determines it is in the best interest of the Corporation and its stockholders to make such an exception.

Other Public Corporation Directorships

The Corporation’s corporate governance guidelines provide that directors should not serve on more than a total of four public corporation boards, inclusive of service on the Corporation’s Board of Directors. Directors who also serve as executives of the Corporation should not serve on more than a total of two public corporation boards, inclusive of service on the Corporation’s Board of Directors. The Nominating and Corporate Governance Committee has discretion to waive this guideline on a case-by-case basis if it determines that special circumstances warrant permitting a director to serve on more than the applicable number of public corporation boards allowed under the corporate governance guidelines.

 

10

2022 PROXY STATEMENT

CORPORATE GOVERNANCE

 

Certain Relationships and Related Person Transactions

The Corporation’s Global Code of Conduct provides that executive officers who encounter a potential or actual conflict of interest must fully disclose all facts and circumstances to the Corporation’s General Counsel, who will inform and seek a determination from the Audit Committee as to whether a conflict exists and the appropriate disposition of the matter. The Corporation’s Code of Ethics for Chief Executive and Senior Financial Officers provides that no senior officer may enter into any investment, accept any position or benefits, participate in any transaction or business arrangement or otherwise act in a manner that creates or appears to create a conflict of interest unless the senior officer makes full disclosure of all facts and circumstances to, and obtains the prior written approval of, the General Counsel, the Chair of the Audit Committee of the Board of Directors and/or the Board of Directors. The Corporation’s Code of Conduct for Non-Employee Directors provides that any director who becomes aware of any situation that involves, or reasonably may appear to involve, a conflict of interest with the Corporation must promptly bring it to the attention of the Corporation’s General Counsel or to the Chair of the Audit Committee. The Nominating and Corporate Governance Committee considers conflicts of interest in evaluating director nominees.

The Board of Directors recognizes that transactions involving the Corporation and related parties present a heightened risk of conflicts of interest. The charter of the Audit Committee provides that it will review any related party transactions and, in doing so, consider the business rationale for the transaction and whether appropriate disclosures should be made. Since January 1, 2021, there were no transactions between the Corporation and any related party of the type or amount required to be disclosed under Item 404 of Regulation S-K.

Board of Directors Committees and Their Functions

The Board of Directors has three standing committees, each of which operates under a written charter approved by the Board of Directors: the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Each member of these committees is an independent director in accordance with the NYSE listing standards and the applicable rules and regulations of the SEC.

The Audit Committee Charter, the Compensation Committee Charter, and the Nominating and Corporate Governance Committee Charter can be found in the Corporate Governance section of the Corporation’s website, http://www.dinebrands.com. Printed copies are also available at no charge upon request to the Secretary at Dine Brands Global, Inc., 450 North Brand Boulevard, Glendale, California 91203, (866) 995-DINE.

The chart below identifies directors who are members and chairs of each committee as of the date of this proxy statement, the principal functions of each committee and the number of meetings held by each committee during 2021. The Board of Directors believes that committee rotation fosters the sharing of new perspectives and enables directors with diverse skills and experiences to focus on different areas of oversight. The Nominating and Corporate Governance Committee regularly considers committee rotation and makes recommendations to the Board of Directors as appropriate.

 

		11

2022 PROXY STATEMENT

CORPORATE GOVERNANCE

 

Name of Committee and Membership		Principal Functions and Responsibilities
Audit Committee Douglas M. Pasquale, Chair Howard M. Berk Susan M. Collyns Richard J. Dahl Michael C. Hyter Martha C. Poulter		•  Appoint and oversee the work of the independent auditor in preparing or issuing an audit report or performing other audit, review or attest services for the Corporation.   •  Review and discuss annual audited financial statements and quarterly financial statements, as well as Form 10-Ks and Form 10-Qs. Review and discuss earnings press releases and financial information and earnings guidance provided to analysts and rating agencies.   •  Discuss the Corporation’s policies with respect to risk assessment and risk management and review and evaluate the guidelines and policies developed and implemented by management with respect to risk assessment and risk management. Oversee and review with the Board of Directors risk and risk mitigation associated with the Committee’s purpose and areas of responsibility, including accounting, auditing, financial reporting and internal controls over financial reporting. Review and discuss with the Board of Directors, at least annually and at the Board of Directors’ request, issues relating to the assessment and mitigation of major financial risks affecting the Corporation.
Meetings in 2021		•  Review risk assessments from management with respect to cybersecurity and oversee
Six Meetings		the Corporation’s cybersecurity risk management processes. Review risk assessments from management with respect to food safety and quality assurance.   •  Review the scope, progress and results of the internal audit program, including significant findings and recommendations and management’s responses.   •  Review the Corporation’s program to monitor compliance with the Corporation’s Global Code of Conduct. Review any requests for waivers.   •  Review and discuss the Corporation’s information technology program and overall trends in technology.   •  Prepare the report required by the rules of the Securities and Exchange Commission to be included in the Corporation’s annual proxy statement.   •  Review and approve all related party transactions (as defined under Item 404 of Regulation S-K and under the standards of the Public Company Accounting Oversight Board).

 

12

2022 PROXY STATEMENT

CORPORATE GOVERNANCE

 

Name of Committee and Membership		Principal Functions and Responsibilities
Compensation Committee Howard M. Berk, Chair Daniel J. Brestle Caroline W. Nahas Lilian C. Tomovich		•  Review and approve the Corporation’s overall compensation philosophy and related compensation and benefits programs, policies and practices.   •  Review and recommend for approval by the Board of Directors equity incentive compensation and other stock-based plans.   •  Review and approve the performance goals and objectives for the Chief Executive Officer’s compensation and evaluate the Chief Executive Officer’s performance in light of these performance goals and objectives in order to determine and approve the Chief Executive Officer’s compensation package. Based on recommendations from the Chief Executive Officer, evaluate the performance of the other executive officers of the Corporation (which shall be the Corporation’s Section 16 officers under applicable Securities and Exchange Commission rules) and approve the compensation for such executive officers.
Meetings in 2021		•  Review and approve any changes to perquisites or other personal benefits provided
Six Meetings		to executive officers of the Corporation.   •  Review and approve a peer group of companies against which to compare the Corporation’s executive compensation.   •  Review compliance of each director and executive officer with the Corporation’s stock ownership guidelines and take any appropriate action in connection therewith.   •  Review and approve any severance or termination arrangements to be made with any executive officer of the Corporation.   •  Review the compensation package for non-employee directors and recommend any changes for approval by the Board of Directors.   •  Oversee and review with the Board of Directors risk and risk mitigation associated with the Committee’s purpose and areas of responsibility, including with respect to the Corporation’s compensation policies and practices. In doing so, consider and confirm that the Corporation’s compensation policies and practices do not encourage unnecessary risk taking.   •  Assist the Board of Directors in developing and evaluating potential candidates for executive management positions, including the Chief Executive Officer, and oversee the development of executive succession plans.   •  Maintain visibility into, assist with the development of, and monitor progress of programs regarding the Corporation’s organizational culture, including diversity and inclusion.   •  Review and approve the Compensation Discussion and Analysis to be included in the Corporation’s annual proxy statement.

 

		13

2022 PROXY STATEMENT

CORPORATE GOVERNANCE

 

Name of Committee and Membership		Principal Functions and Responsibilities
Nominating and Corporate Governance Committee Caroline W. Nahas, Chair Richard J. Dahl Larry A. Kay Lilian C. Tomovich		•  Oversee succession planning for the Board of Directors and consider the size and composition of the Board of Directors as a whole. Make appropriate recommendations regarding such matters to the Board of Directors for approval.   •  Identify and evaluate qualified director candidates, including any candidates validly nominated by the Corporation’s stockholders, and recommend director nominees for approval by the Board of Directors.   •  Determine the skills and qualifications required for directors and develop criteria to be considered in identifying and evaluating director candidates. In developing such criteria, the Committee should consider diversity of experience, skills, background, gender, race and ethnicity as important factors.
Meetings in 2021		•  Consider the suitability of existing directors for continued service on the Board of
Five Meetings		Directors when his or her term expires and when he or she has a change in status,     including changes to employment and outside board of directors service, and make appropriate recommendations regarding such matters to the Board of Directors for approval.   •  Develop and review the Corporation’s Corporate Governance Guidelines and recommend any changes to the Corporate Governance Guidelines for approval by the Board of Directors.   •  Consider and recommend for approval by the Board of Directors matters pertaining to committees of the Board of Directors, including with respect to structure, member qualifications, composition, committee chairs and committee reporting to the Board of Directors.   •  Consider and recommend for approval by the Board of Directors the Chairman of the Board of Directors.   •  Review the Code of Conduct for Non-Employee Directors and the Corporation’s Global Code of Conduct and recommend any changes for approval by the Board of Directors.   •  Oversee and review with the Board of Directors risk and risk mitigation associated with the Committee’s purpose and areas of responsibility, including Board of Directors’ organization, membership and structure, succession planning, director independence, Board of Directors effectiveness and other corporate governance matters.   •  Work with the Chairman of the Board of Directors to oversee the evaluation of the performance and effectiveness of the Board of Directors and each committee of the Board of Directors.   •  Coordinate an annual corporate governance training for the Board of Directors.   •  Review and oversee the Corporation’s actions on issues related to corporate social responsibility, sustainability, philanthropy, and other matters associated with the Corporation’s participation as a global corporate citizen.   •  Review and oversee the Corporation’s political activities and contributions and other public policy issues to ensure alignment with the Corporation’s long-term strategy and values.

 

14

2022 PROXY STATEMENT

CORPORATE GOVERNANCE

 

Board of Directors Nominations

The Nominating and Corporate Governance Committee considers various criteria in evaluating Board of Directors candidates, including: business experience, board of directors experience, skills, expertise, education, professions, backgrounds, diversity, personal and professional integrity, character, business judgment, business philosophy, time availability in light of other commitments, dedication, conflicts of interest, and such other relevant factors that the Nominating and Corporate Governance Committee considers appropriate in the context of the needs of the Board of Directors. In considering diversity, the Nominating and Corporate Governance Committee evaluates candidates with a broad range of expertise, experience, skills, professions, education, backgrounds and other board of directors experience. While the Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity, it considers diversity of race, gender and ethnicity as important factors in identifying directors who will bring diverse viewpoints, opinions and areas of expertise that will benefit the Board of Directors as a whole. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria in evaluating prospective nominees.

The Nominating and Corporate Governance Committee also considers whether a potential nominee would satisfy the NYSE’s criteria for director “independence,” the NYSE’s “accounting or related financial management expertise” standard and the SEC’s definition of “audit committee financial expert.”

Whenever a vacancy or potential vacancy exists on the Board of Directors due to expansion of the size of the Board of Directors or the resignation or retirement of an existing director, the Nominating and Corporate Governance Committee begins its process of identifying and evaluating potential director nominees. The Nominating and Corporate Governance Committee considers recommendations of members of the Board of Directors, management, stockholders and others. The Nominating and Corporate Governance Committee has sole authority to retain and terminate any search firm to be used to identify director candidates, including approving its fees and other retention terms.

The Nominating and Corporate Governance Committee conducted an evaluation and assessment of each director whose term expires in 2022 for purposes of determining whether to recommend them for nomination for re-election to the Board of Directors. After reviewing the assessment results, the Nominating and Corporate Governance Committee determined to make a recommendation to the Board of Directors that Howard M. Berk, Susan M. Collyns, Richard J. Dahl, Michael C. Hyter, Larry A. Kay, Caroline W. Nahas, Douglas M. Pasquale, John W. Peyton, Martha C. Poulter, and Lilian C. Tomovich be nominated for re-election to the Board of Directors. Current director Daniel J. Brestle will be retiring from the Board of Directors effective as of the Annual Meeting. The Board of Directors reviewed and accepted the Nominating and Corporate Governance Committee’s recommendation and has nominated Howard M. Berk, Susan M. Collyns, Richard J. Dahl, Michael C. Hyter, Larry A. Kay, Caroline W. Nahas, Douglas M. Pasquale, John W. Peyton, Martha C. Poulter, and Lilian C. Tomovich for re-election to the Board of Directors.

Stockholder Nominations

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders and will apply the same standards in considering director candidates recommended by stockholders that it applies to other candidates. Stockholders wishing to recommend director candidates for consideration by the Nominating and Corporate Governance Committee may do so by writing to the Secretary, giving the recommended nominee’s name, biographical data and qualifications, accompanied by the written consent of the recommended nominee to serve if elected. Any stockholder who wishes to directly nominate a director candidate to stand for election at a meeting of stockholders must provide written notice that is timely and in proper form in accordance with the advance notice procedures provided in the Corporation’s Bylaws. For more information, please refer to the discussion under the heading “Proposals of Stockholders.”

 

		15

2022 PROXY STATEMENT

DIRECTOR COMPENSATION

 

DIRECTOR COMPENSATION

Generally, the Corporation does not pay directors who are also employees of the Corporation additional compensation for their service on the Board of Directors. Compensation for non-employee directors is comprised of a cash component and an equity component. Cash compensation for non-employee directors includes retainers for serving as a member of the Board of Directors and for serving as a member and/or chair of a Board of Directors committee and as the Chairman of the Board of Directors. The 2021 non-employee director compensation program did not change as compared to the 2020 compensation program.

During 2021, non-employee directors were entitled to receive $70,000 as an annual cash retainer for serving as a member of the Board of Directors. In addition, depending on their roles, non-employee directors were entitled to receive:

 

•

$125,000 as an annual retainer for the Chairman of the Board of Directors;

 

•

$15,000, $12,500, and $12,500, respectively, as an annual retainer for the chairs of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee;

 

•

$12,500, $10,000, and $10,000, respectively, as an annual retainer for the members of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee; and

 

•

$1,500 per meeting beyond the eighth meeting attended for each director who serves on a standing committee that meets more than eight times per year.

The Corporation also reimburses each of the directors for reasonable out-of-pocket expenses incurred for attendance at Board of Directors and committee meetings and other corporate events.

Under the Corporation’s equity plan, non-employee directors may receive periodic grants of non-qualified stock options (“NQSOs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), stock appreciation rights (“SARs”) or performance unit awards. In March 2021, equity awards valued at approximately $105,000 in the form of RSUs were granted to each non-employee director under the 2019 Stock Incentive Plan. Consistent with the non-employee director compensation program, annual equity awards granted to non-employee directors are subject to a one-year cliff vesting from the date of grant. In the event a director retires from the Board of Directors after completing five years of service, all of the director’s then-outstanding RSUs will vest. To the extent the Corporation declares dividends, non-employee directors receive dividend equivalent rights in the form of additional RSUs in lieu of receiving cash dividends based upon the number of RSUs held by the director at the time of the dividend record dates. Dividend equivalent rights are subject to the same vesting restrictions as the underlying RSUs.

Directors are eligible to defer up to 100% of their annual Board of Directors retainer and committee fees and equity award compensation pursuant to the Dine Brands Global, Inc. Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”).

Stock Ownership Guidelines

Non-employee directors are subject to stock ownership guidelines whereby each director is expected to hold the lesser of 7,000 shares of Common Stock or Common Stock with a value of at least five times the amount of the Board of Directors’ annual retainer (currently, $350,000). Directors are expected to meet the ownership guidelines within five years of joining the Board of Directors. Upon review by the Compensation Committee in 2021, all directors met, were on track to meet, or exceeded the ownership guidelines.

 

16

2022 PROXY STATEMENT

DIRECTOR COMPENSATION

 

Director Compensation Table for 2021

The following table sets forth certain information regarding the compensation earned or paid in cash and stock awards granted to each non-employee director who served on the Board of Directors in 2021. Mr. Peyton did not receive any additional compensation for his service as a director in 2021. Please see the 2021 Summary Compensation Table for the compensation received by Mr. Peyton in his capacity as Chief Executive Officer.

 

Name		Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)(2)				Total ($)
Howard M. Berk		100,531			105,029				205,560
Daniel J. Brestle		84,461			105,029				189,490
Susan M. Collyns		82,500			105,029				187,529
Richard J. Dahl		217,500			105,029				322,529
Michael C. Hyter(3)		82,500			52,514				135,014
Larry A. Kay		80,000			105,029				185,029
Caroline W. Nahas		102,500			105,029				207,529
Douglas M. Pasquale		97,500			105,029				202,529
Martha Poulter(4)		27,406			35,053				62,459
Gilbert T. Ray(5)		29,892			105,029				134,921
Lilian C. Tomovich		86,425			105,029				191,454

 

(1)

These amounts reflect the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). See Note 14 to the Consolidated Financial Statements in the Corporation’s annual report on Form 10-K for the fiscal year ended December 31, 2021 for information regarding assumptions underlying the valuation of equity awards.

 

(2)	The following table sets forth the number of RSUs held by each non-employee director during 2021 and which were outstanding at December 31, 2021.

 

Name		Stock Awards Outstanding at December 31, 2021 (#)
Howard M. Berk			1,274
Daniel J. Brestle			1,274
Susan M. Collyns			1,274
Richard J. Dahl			1,274
Michael C. Hyter			637
Larry A. Kay			1,274
Caroline W. Nahas			4,103
Douglas M. Pasquale			1,274
Martha Poulter			420
Gilbert T. Ray			0
Lilian C. Tomovich			1,274

 

(3)	Mr. Hyter was appointed as a director on July 14, 2020. Mr. Hyter’s 2021 equity award was prorated for the period of time Mr. Hyter served as a director during 2020.

 

(4)	Ms. Poulter was appointed as a director on September 1, 2021. Ms. Poulter’s’ retainer fees and stock award were prorated for the period of time Ms. Poulter served as a director during 2021.

 

(5)	Mr. Ray retired from the Board of Directors in May 2021.

 

		17

2022 PROXY STATEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

The following table sets forth information regarding beneficial ownership of more than 5% of the outstanding shares of any class of the Corporation’s voting securities, which information is derived solely from certain SEC filings available as of March 16, 2022, as noted below. The percentages of Common Stock ownership have been calculated based upon 16,851,741 shares of Common Stock outstanding as of March 16, 2022.

 

		Shares of Common Stock Beneficially Owned
Name and Address of Beneficial Owner		Number				Percent
BlackRock, Inc. 55 East 52nd Street New York, NY 10055			2,665,291	(1)			15.82%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355			2,059,250	(2)			12.22%
AllianceBernstein L.P. 1345 Avenue of the Americas New York, NY 10105			2,050,995	(3)			12.17%
Allspring Global Investments Holdings, LLC 525 Market St., 10th Fl. San Francisco, CA 94105			1,334,748	(4)			7.92%

 

(1)

Based solely upon on a Schedule 13G/A filed with the SEC on January 27, 2022 by BlackRock, Inc. reporting beneficial ownership as of December 31, 2021. BlackRock, Inc. reported that it possessed sole power to vote or direct the vote with respect to 2,628,855 of these shares and sole power to dispose or direct the disposition of 2,665,291 of these shares.

 

(2)

Based solely upon on a Schedule 13G/A filed with the SEC on February 9, 2022 by The Vanguard Group reporting beneficial ownership as of December 31, 2021. The Vanguard Group reported that it possessed shared power to vote or direct the vote with respect to 40,053 shares, sole power to dispose or direct the disposition of 2,009,035 shares and shared power to dispose or to direct the disposition of 50,215 of these shares.

 

(3)

Based solely upon a Schedule 13G/A filed with the SEC on February 14, 2022 by AllianceBernstein L.P. reporting beneficial ownership as of December 31, 2021. AllianceBernstein, L.P. reported that it possessed sole power to vote or direct the vote of 1,748,380 of these shares and sole power to dispose or direct the disposition of 2,050,995 of these shares.

 

(4)

Based solely upon a Schedule 13G filed with the SEC on January 19, 2022 by (i) Allspring Global Investments Holdings, LLC (“AGIH”), (ii) Allspring Global Investments, LLC (“AGI”), and (iii) Allspring Funds Management, LLC (“AFM”) reporting beneficial ownership as of December 31, 2021. AGIH reported that it possessed sole power to dispose or direct the disposition of 1,334,748 shares and sole power to vote or direct the vote of 1,269,798 shares. AGI reported that it possessed sole power to dispose or direct the disposition of 1,331,463 shares and sole power to vote or direct the vote of 206,762 shares. AFM reported that it possessed sole power to dispose or direct the disposition of 3,285 shares and sole power to vote or direct the vote of 1,063,072 shares.

 

18

2022 PROXY STATEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

Security Ownership of Management

The following table sets forth, as of March 16, 2022, the beneficial ownership of the Corporation’s Common Stock, including shares as to which a right to acquire ownership exists within the meaning of Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), within 60 days of March 16, 2022, of each director, each nominee for election as director, each named executive officer and all directors and executive officers of the Corporation, as a group. The percentages of ownership have been calculated based upon 16,851,741 shares of Common Stock outstanding as of March 16, 2022.

 

		Amount and Nature of Beneficial Ownership
Name		Shares Beneficially Owned(1)				Unvested Restricted Shares(2)				Total Shares Beneficially Owned				Percent of Class
Howard M. Berk			33,370	(3)(4)			—				33,370				*
Daniel J. Brestle			27,370	(3)			—				27,370				*
Susan M. Collyns			3,119				—				3,119				*
Richard J. Dahl			73,134	(3)(5)			—				73,134				*
Michael C. Hyter			1,329				—				1,329				*
Larry A. Kay			22,504	(3)(6)			—				22,504				*
Caroline W. Nahas			33,410	(3)			—				33,410				*
Douglas M. Pasquale			15,528	(3)(7)			—				15,528				*
Martha C. Poulter			—				—				—				*
Lilian C. Tomovich			6,536				—				6,536				*
John W. Peyton			41,260				29,319				70,579				*
Vance Y. Chang			—				15,257				15,257				*
Jay D. Johns			29,735				22,933				52,668				*
John C. Cywinski			135,189				29,194				164,383				*
Christine K. Son			32,947				11,660				44,607				*
Allison Hall			4,646				8,540				13,186				*
All directors and executive officers as a group (15 persons)			460,077				116,903				576,980				3.38%

 

*	Represents less than 1% of the outstanding shares of Common Stock.

 

		19

2022 PROXY STATEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

(1)

None of the shares have been pledged as security. Share amounts for each of the directors, each nominee for election as director, each named executive officer and for all directors and executive officers as a group include shares subject to stock options that are exercisable within 60 days of March 16, 2022, as follows:

 

Name		Shares Subject to   Options
Howard M. Berk		—
Daniel J. Brestle		—
Susan M. Collyns		—
Richard J. Dahl		27,000
Michael C. Hyter		—
Larry A. Kay		—
Caroline W. Nahas		—
Douglas M. Pasquale		—
Martha C. Poulter		—
Lilian C. Tomovich		—
John W. Peyton		23,486
Vance Y. Chang		—
Jay D. Johns		27,760
John C. Cywinski		111,772
Christine K. Son		28,066
Allison Hall		3,012
All directors and executive officers as a group (15 persons)		221,096

 

Directors and certain executive officers also hold RSUs that are not included in the beneficial ownership table because vesting will not occur within 60 days of March 16, 2022. The amounts of RSUs held by non-employee directors as of December 31, 2021 are provided in the section of this proxy statement entitled “Director Compensation” and the amounts of RSUs held by executive officers are provided in the Outstanding Equity Awards at Fiscal Year-End Table.

 

(2)	Unvested RSAs are deemed beneficially owned because grantees of unvested RSAs under the Corporation’s equity compensation plans hold the sole right to vote such shares.

 

(3)	Includes unvested RSUs for Mr. Berk 1,499; Mr. Brestle 1,499; Mr. Dahl 1,499; Mr. Kay 1,499; Ms. Nahas 1,499; Mr. Pasquale 1,499; and Ms. Tomovich 1,499. Each RSU represents a contingent right to receive one share of common stock. There are no voting rights associated with RSUs.

 

(4)

The amount for Mr. Berk does not include 740,545 shares of the Corporation’s Common Stock beneficially owned by Coral Rock Investments, L.P. MSD Capital, L.P. is the general partner of Coral Rock Investments, L.P. and may be deemed to beneficially own securities owned by Coral Rock Investments, L.P. Mr. Berk is a Senior Advisor of MSD Capital, L.P. and may be deemed to beneficially own securities owned by MSD Capital, L.P. Mr. Berk disclaims beneficial ownership of the shares that may be deemed to be beneficially owned by MSD Capital, L.P., except to the extent of his pecuniary interest therein.

 

(5)	The amount for Mr. Dahl includes 44,635 shares of Common Stock held by the Richard J. Dahl Revocable Living Trust dated 1/20/1995, of which Mr. Dahl serves as Trustee.

 

(6)	The amount for Mr. Kay includes 11,909 shares of Common Stock held by the IRA Trustee for the benefit of Mr. Kay.

 

(7)	The amount for Mr. Pasquale includes 12,749 shares of Common Stock held by the Pasquale Living Trust.

 

20

2022 PROXY STATEMENT

EXECUTIVE COMPENSATION

 

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on its review and discussion, the Compensation Committee recommended that the Board of Directors include the Compensation Discussion and Analysis in this proxy statement and the Corporation’s annual report on Form 10-K.

THIS REPORT IS SUBMITTED BY THE

COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

Howard M. Berk (Chairman)

Daniel J. Brestle

Caroline W. Nahas

Lilian C. Tomovich

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion provides an overview and analysis of the Corporation’s compensation programs and policies, the material compensation decisions made under those programs and policies with respect to the Corporation’s named executive officers (the “NEOs”) and the material factors that were considered in making those decisions. Following this Compensation Discussion and Analysis is a series of tables under the heading “Compensation Tables” containing specific data about the compensation earned by or granted to our NEOs in 2021.

The following executive officers were NEOs in 2021:

 

•

Chief Executive Officer, John W. Peyton, who joined the corporation January 4, 2021;

 

•

Chief Financial Officer, Vance Y. Chang, who joined the corporation June 14, 2021;

 

•

President of the Applebee’s Business Unit, John C. Cywinski;

 

•

President of the IHOP Business Unit, Jay D. Johns;

 

•

Senior Vice President, Legal, General Counsel and Secretary, Christine Son, who was promoted to Senior Vice President, Legal, General Counsel and Secretary on April 23, 2021;

 

•

Senior Vice President, Chief Accounting Officer and Interim Chief Financial Officer, Allison Hall, who served as Interim Chief Financial Officer from January 22, 2021 through June 14, 2021;

 

•

Previous Chief Executive Officer, Stephen P. Joyce (through January 4, 2021); and

 

•

Previous Chief Financial Officer, Thomas H. Song (through January 22, 2021);

On January 4, 2021, our former Chief Executive Officer, Mr. Joyce, transitioned to the role of non-executive special advisor and John W. Peyton became our Chief Executive Officer. On February 16, 2021, Mr. Joyce retired from the Corporation. On January 22, 2021, our former Chief Financial Officer, Mr. Song, resigned and Allison Hall was appointed as our interim Chief Financial Officer. Ms. Hall served as interim Chief Financial Officer until Mr. Chang joined the corporation on June 14, 2021.

Executive Summary

2021 Fiscal Year Performance Highlights and Link to Pay Decisions

Our compensation decisions for 2021 were driven by our overarching goal of creating long-term stockholder value and linking pay with performance. Our 2021 performance was impacted by the ongoing COVID-19 pandemic and related governmental restrictions which resulted in varying limitations to dine-in business, operating hours and in some cases temporary and

 

		21

2022 PROXY STATEMENT

EXECUTIVE COMPENSATION

 

permanent restaurant closures that affected performance results. However, despite the pandemic headwinds, our results in 2021 can best be defined by our top-line results, improved gross profit and the ability to resume returning capital to shareholders. Highlights include the following:

 

•

GAAP earnings per diluted share of $5.66 for 2021 compared to a net loss per diluted share of $6.43 for 2020.

 

•

Cash flows from operating activities for 2021 were $195.8 million. This compares to cash flows from operating activities of $96.5 million for 2020.

 

•

Consolidated adjusted EBITDA for 2021 was $253.3 million. This compares to $158.7 million for 2020 and represented 121% of our 2021 target.

 

•

Adjusted EBITDA for the Applebee’s Business Unit and IHOP Business Unit represented 122% and 120% of our targets, respectively.

 

•

For fiscal years 2019 through 2021, the Corporation’s Total Shareholder Return (“TSR”) was 18.4%, achieving a percentile rank of 42.7% relative to an index of primarily publicly-traded restaurant companies.

We believe that the Corporation’s 2021 compensation results were commensurate with the Corporation’s performance in 2021, demonstrating a commitment to a pay-for-performance philosophy.

2021 Adjusted EBITDA exceeded the maximum performance goal under the annual cash incentive plan for Dine Brands, IHOP, and Applebee’s, and the annual cash incentive plan therefore paid at the maximum 200% of target.

 

 

22

2022 PROXY STATEMENT

EXECUTIVE COMPENSATION

 

The cash LTIP plan for 2019-2021 paid out at 78.5% of target based on the relative TSR performance percentile rank of 42.7% relative to an index of publicly traded restaurant companies.

 

 

†

For complete information regarding the Corporation’s 2021 performance, stockholders should read “Management’s Discussion and Analysis of Results of Operation and Financial Condition” and the audited consolidated financial statements and accompanying notes thereto contained in the Corporation’s 2021 annual report on Form 10-K filed with the SEC on March 2, 2022, which is being made available to stockholders with this proxy statement.

Compensation Policies, Practices and Risk Management

The Compensation Committee, along with the Chief Executive Officer and the Senior Vice President, Chief People Officer, continually assess the Corporation’s compensation policies and practices to evaluate whether they remain aligned with the Corporation’s pay-for-performance culture, the creation of long-term stockholder value, effective risk management and strong governance practices.

The Compensation Committee believes that, through a combination of risk-mitigating features and incentives guided by relevant market practices and corporate-wide goals, our compensation policies and practices do not present risks that are reasonably likely to have a material adverse effect on the Corporation. The Compensation Committee believes that appropriate safeguards are in place with respect to compensation policies and practices that assist in mitigating excessive risk-taking that could harm the value of the Corporation or reward poor judgment by the Corporation’s executives and other employees.

The Compensation Committee’s independent compensation consultant, Exequity LLP (“Exequity”), conducted a risk assessment in 2021 of the Corporation’s compensation policies and practices as they apply to all employees, including the NEOs. Exequity reviewed the design features and performance metrics of the Corporation’s cash and stock-based incentive programs along with the approval mechanisms associated with each and determined that the Corporation’s policies and practices were unlikely to create risks that are reasonably likely to have a material adverse effect on the Corporation.

The following actions, practices and policies are intended to provide for continued alignment with the Corporation’s principles and/or reduce the likelihood of excessive risk-taking:

 

•

The Compensation Committee reviews Chief Executive Officer pay-for-performance alignment by evaluating the Chief Executive Officer’s compensation relative to the Corporation’s TSR performance over the last five years.

 

•

Directors and officers of the Corporation are subject to stock ownership guidelines.

 

		23

2022 PROXY STATEMENT

EXECUTIVE COMPENSATION

 

•

The Corporation’s compensation mix is balanced among fixed components such as salary and benefits, and variable compensation such as annual cash incentive payments and long-term incentive awards including NQSOs, RSAs, RSUs, and participation in the cash LTIP, which generally vest or are earned over three years.

 

•

The Corporation’s annual cash incentive plan and three-year cash LTIP both have capped payment opportunities and primarily reward achievement for different performance metrics. Further, the cash LTIP is measured against an index of primarily publicly-traded restaurant companies.

 

•

The Compensation Committee has ultimate authority to determine, and increase or decrease, if appropriate, compensation provided to the Corporation’s executive officers, including each of the NEOs.

 

•

The Compensation Committee annually undertakes a “tally sheet” analysis of total annual compensation and the total potential payout under various termination scenarios for the NEOs.

 

•

The Corporation maintains a Clawback Policy, which allows the Board of Directors to recoup incentive compensation in certain circumstances. See “Clawback Policy” for further details on the Corporation’s policy.

 

•

All outstanding long-term incentive award agreements use a “double-trigger” definition for acceleration of vesting that requires both a change-in-control and a qualifying termination following such change-in-control.

 

•

All employees, including our NEOs, and the Board of Directors are subject to the Corporation’s Insider Trading Policy, which contains a prohibition on engaging in hedging and pledging transactions involving the Corporation’s securities.

 

•

The Compensation Committee has set the grant date for annual equity awards to be the close of business on the second full business day after our announcement of fiscal year-end earnings.

 

•

The Compensation Committee utilizes the services of an independent compensation consultant who does not provide any other services to the Corporation and has the authority to retain any advisor it deems necessary to fulfill its obligations.

 

•

The Corporation’s equity compensation plans do not permit repricing of previously granted stock options without stockholder approval.

 

•

The Corporation has not authorized any multi-year guaranteed bonuses.

 

•

The Corporation does not provide tax “gross-ups” on severance payments or perquisites other than certain expenses related to relocation.

Overview of Executive Compensation Philosophy and Objectives

The Compensation Committee has structured the Corporation’s executive compensation programs to align with a compensation philosophy that is based on several objectives, including:

 

•

Instilling an ownership culture and linking the interests of the NEOs with those of the Corporation’s stockholders;

 

•

Paying for performance;

 

•

Rewarding executives for achievement of both annual and longer-term financial and key operating goals of the Corporation; and

 

•

Facilitating the attraction, motivation, and retention of highly talented, entrepreneurial, and creative executive leaders.

The Role of the Compensation Committee

Under its charter, the Compensation Committee has the sole authority to determine and approve compensation for the Corporation’s NEOs and other executive officers. In addition, the Compensation Committee, which is comprised solely of independent directors and reports regularly to the Board of Directors:

 

•

Reviews and approves compensation and benefits programs, including grants made pursuant to the Corporation’s equity compensation plans;

 

•

Oversees the Corporation’s executive compensation philosophy and strategy;

 

24

2022 PROXY STATEMENT

EXECUTIVE COMPENSATION

 

•

Ensures that proper due diligence, deliberations, and reviews of executive compensation are conducted;

 

•

Maintains visibility into, assists with the development of, and monitors progress of programs regarding the Corporation’s organizational culture, including diversity and inclusion; and

 

•

Oversees risks related to the Corporation’s compensation practices.

The Compensation Committee is also responsible for reviewing the compensation for the members of the Board of Directors and submits any recommended changes for approval by the Board of Directors.

The Compensation Committee reviews the Corporation’s executive compensation plans throughout the fiscal year. Decisions concerning annual salary increases, the approval of annual cash incentives, the design and objectives of each year’s incentive plan and the granting of long-term incentive (“LTI”) awards are typically made in the first quarter of each fiscal year after a series of meetings among the Compensation Committee, its compensation consultant, the Chief Executive Officer and the Senior Vice President, Chief People Officer. The Compensation Committee also performs a “tally sheet” analysis which provides the Compensation Committee with information related to total annual compensation of each NEO and the potential payout each NEO would receive upon separation from the Corporation. The Compensation Committee performs this analysis on an annual basis as part of its oversight function with respect to executive compensation.

The general practice of the Compensation Committee has been to evaluate annually the performance of the Chief Executive Officer and the other executive officers and approve compensation based on this evaluation. As it relates to the assessment of the Chief Executive Officer’s performance, the Chairman of the Board of Directors and/or the chairs of the Compensation Committee and the Nominating and Corporate Governance Committee discuss annual performance goals with the Chief Executive Officer and conduct an annual performance review and compensation discussion.

In addition, the Compensation Committee annually determines the compensation of the other executive officers based on evaluations of their respective performance.

Generally, the Chief Executive Officer and the Senior Vice President, Chief People Officer provide input to the Compensation Committee in connection with its compensation deliberations except with regard to decisions concerning themselves:

 

•

The Chief Executive Officer provides assessments of each NEO’s performance against specific objectives and overall contributions, potential future contributions, and retention risk;

 

•

Based on the assessment described above, as well as the market data provided by the Compensation Committee’s independent consultant, the Chief Executive Officer and the Senior Vice President, Chief People Officer make recommendations to the Compensation Committee regarding executive compensation for each of the other NEOs; and

 

•

In instances where new executives are hired, the Chief Executive Officer and the Senior Vice President, Chief People Officer discuss available information regarding compensation provided at the executive’s current or former employer, internal benchmarking data, market data provided by the Compensation Committee’s independent consultant, skill set and qualifications, and make recommendations for new executive pay packages to the Compensation Committee.

The Role of the Compensation Consultant

The Compensation Committee has the sole authority to retain or terminate a compensation consultant to assist in carrying out its responsibilities. Accordingly, during 2021, the Compensation Committee directly engaged Exequity as its independent compensation consultant to provide objective and expert analyses, advice, and information with respect to executive compensation. In performing its services, Exequity interacted collaboratively with the Compensation Committee and with senior management at the direction of the Compensation Committee. In 2021, Exequity performed the following services:

 

•

Provided executive compensation benchmarking data (as described below);

 

•

Provided analysis and advice regarding annual incentive plan design;

 

•

Provided analysis and advice regarding LTI plan design;

 

•

Provided analysis and advice regarding executive severance arrangements;

 

		25

2022 PROXY STATEMENT

EXECUTIVE COMPENSATION

 

•

Responded to other requests including, conducting a Chief Executive Officer pay-for-performance analysis, a risk assessment, peer group analysis, a stock ownership guidelines analysis, and advising on various governance and regulatory developments; and

 

•

Advised on compensation for executive officers.

Exequity did not provide any additional services to the Corporation during 2021 beyond those provided in the capacity of independent compensation consultant to the Compensation Committee. The Compensation Committee has assessed the independence of Exequity pursuant to the rules of the SEC and concluded that Exequity’s work for the Compensation Committee does not raise any conflicts of interest.

Compensation Benchmarking and Peer Group

The Corporation uses a restaurant peer group and compensation surveys for different benchmarking comparisons, including base salary, target annual cash incentive, LTI awards and total direct compensation opportunity (“TDCO”). The Compensation Committee, with input from its independent compensation consultant and management, periodically reviews its peer group (the “NEO Peer Group”) for the purpose of evaluating executive compensation.

The Corporation’s significantly franchised business model is uncommon amongst its peer group. The majority of the peer companies have a significant number of company-owned restaurants, with only 7 of our 17 current peers having more than 85% of their restaurants franchised. We believe our significantly franchised business model (approximately 98% franchised as of fiscal year end 2021) requires less capital investment and general and administrative overhead, generates higher gross profit margins and reduces volatility of adjusted free cash flow performance as compared to owning more company-operated restaurants. In acknowledging the structural differences, the Compensation Committee considers a variety of metrics in evaluating the NEO Peer Group, which includes but is not limited to revenues, system-wide sales, EBITDA, market capitalization and enterprise value. As compared to the NEO Peer Group, as of December 31, 2021, the Corporation ranked in the second quartile in revenues, third quartile in EBITDA, bottom quartile in market capitalization and enterprise value, and the top quartile in system-wide sales. The NEO Peer Group consists of companies in the Corporation’s industry and companies with similar business models in related industries that the Compensation Committee believes to approximate the Corporation’s general labor market for top executive talent.

The NEO Peer Group used for evaluating 2021 compensation decisions consisted of the companies set forth below.

 

•  Bloomin’ Brands Inc.		•  Dave & Buster’s Entertainment, Inc.		•  Ruth’s Hospitality Group, Inc.
•  BJ’s Restaurants, Inc.		•  Denny’s Corporation		•  Shake Shack Inc.
•  Brinker International, Inc.		•  Dunkin’ Brands Group, Inc.		•  Texas Roadhouse, Inc.
•  The Cheesecake Factory Incorporated		•  Jack in the Box Inc.		•  The Wendy’s Company
•  Choice Hotels International, Inc.		•  Papa John’s International, Inc.		•  Wingstop Inc.
•  Cracker Barrel Old Country Store, Inc.		•  Red Robin Gourmet Burgers, Inc.		•  Wyndham Hotels and Resorts, Inc.

The NEO Peer Group was the primary data source considered by the Compensation Committee when reviewing total pay levels of the NEOs. The Compensation Committee also considered broader compensation data from the 2021 AON Hewitt US Total Compensation by Industry Survey, which provided general industry pay data on executive positions for companies with comparable sales.

The NEO Peer Group was revised by the Compensation Committee on September 8, 2021 to remove Dunkin’ Brands Group, Inc. due to its acquisition by Inspire Brands in December 2020.

The Role of Say on Pay Votes and Stockholder Outreach Efforts

The Corporation provides its stockholders with the opportunity to cast an annual advisory vote on executive compensation (say on pay). In addition to receiving overall feedback on the Corporation’s compensation programs as part of the annual say on pay proposal, the Board of Directors and management are committed to regular engagement with our stockholders to solicit views and input on important topics including executive compensation. The Corporation incorporates stockholder feedback into its compensation and governance policies as it deems appropriate. At the Corporation’s annual meeting of

 

26

2022 PROXY STATEMENT

EXECUTIVE COMPENSATION

 

stockholders held in May 2021, approximately 97.3% of the votes present and entitled to vote at the meeting on the say on pay proposal were voted in favor of the proposal approving the compensation of the NEOs as disclosed in the 2021 proxy statement. The Compensation Committee believes that the Corporation’s approach to executive compensation is reasonable considering market conditions and is consistent with the Corporation’s pay-for-performance philosophy and overarching goal of creating long-term stockholder value.

In addition to direct feedback from the Corporation’s stockholders, the Compensation Committee will continue to consider the outcome of the Corporation’s say on pay votes when making future compensation decisions for its NEOs.

Compensation Discussion Related to the Chief Executive Officer

In connection with Mr. Joyce’s retirement, Mr. Peyton joined the Corporation as Chief Executive Officer, effective January 4, 2021.

Mr. Peyton’s compensation package primarily consists of the following:

 

•

an annual base salary of $1,000,000, which remains fixed until January 2024;

 

•

a one-time signing bonus of $1,200,000 that is repayable upon voluntary termination of employment within two years from date of hire;

 

•

participation in the Corporation’s annual incentive plan with a target payout of 100% of base salary;

 

•

a one-time RSU award with grant date value of $3,096,478 which vested as to one-half on January 4, 2022 and will vest as to one-half on January 4, 2023, subject to his continued service through the vesting date;

 

•

a one-time stock option award with grant date value of $884,704, which vested as to one-third on the first anniversary of the January 4, 2021 grant date and will vest as to one-third on each of the second and third anniversaries of such grant date, subject to his continued service through the applicable vesting date; and

 

•

participation in the annual long-term incentive program.

In determining the overall compensation package for Mr. Peyton, the Compensation Committee considered the state of the business at the time of Mr. Peyton’s hire, Mr. Peyton’s previous leadership experience, and cash and equity awards Mr. Peyton would forfeit in leaving his then-current employment. The Compensation Committee also considered competitive market data, the Corporation’s prior compensation practices, and the input of Exequity.

Please see the Elements of the Compensation Program For NEOs section below for additional information regarding Mr. Peyton’s 2021 compensation.

Our former Chief Executive Officer, Mr. Joyce, served as Chief Executive Officer from September 2017 to January 2021 and remained as a non-executive special advisor until February 16, 2021. Mr. Joyce did not receive any severance benefits in connection with his retirement.

Mr. Joyce’s compensation package primarily consisted of the following:

 

•

an annual base salary of $1,000,000;

 

•

participation in the Corporation’s annual incentive plan with a target payout of 100% of base salary;

 

•

a commuting allowance of $125,000 per year subject to an annual 5% increase and a temporary housing allowance of $125,000 per year subject to an annual 3% increase; and

 

•

at his time of hire, Mr. Joyce received a one-time grant of 75,000 time-based RSUs, which vested on February 16, 2021 and a one-time grant of 350,000 performance- and time-based NQSOs and a one-time grant of 175,000 performance- and time-based RSUs, both of which vested in full on February 16, 2021 based on Mr. Joyce’s achievement of certain price targets for the Corporation’s common stock throughout his tenure as Chief Executive Officer and his continued service through the applicable vesting date.

 

		27

2022 PROXY STATEMENT

EXECUTIVE COMPENSATION

 

Elements of the Compensation Program For NEOs

The Corporation’s executive compensation program for NEOs generally consists of the following components:

 

•

Base Salary. Base salaries are designed to attract and retain talented executives and to provide a competitive and stable component of income.

 

•

Annual Cash Incentives under the Annual Incentive Plan. Annual cash incentives provide a competitive incentive opportunity for achieving financial performance and operational objectives over an annual performance period. Generally, no payouts are made under the annual incentive plan unless these objectives are achieved.

 

•

LTI Awards. LTI awards are composed of NQSOs, RSAs and the cash LTIP with each component representing approximately one-third of the total value awarded, excluding one-time equity awards made in connection with hiring, retention, or other non-standard circumstances. Each of the annual LTI components is vested or earned over a three-year period to provide ongoing alignment with stockholders’ interests based on the Corporation’s future stock price performance. Stock options provide value to the executive only if the Corporation’s stock price increases above the grant date price. The value of RSAs increases or decreases with changes in the Corporation’s stock price. The cash LTIP provides payment only if the Corporation’s TSR performance is in the 33rd percentile or greater compared to a group of publicly traded restaurant companies over a three-year performance period.

 

•

Benefits and Other Compensation. Benefits and other compensation programs are provided to protect executive health and safety and provide flexibility and efficiencies that facilitate executive productivity.

The Compensation Committee’s compensation strategy is comprised of a TDCO for each NEO which is defined as base salary, target annual cash incentive and the grant date fair market value of annual LTI awards.

 

Base Salary

+

Annual Cash Incentive

+

Long-Term Incentive

=

Total Direct Compensation Opportunity

The TDCO for each NEO is generally set by using a holistic approach that considers various individual factors as well as relevant benchmark data. Such individual factors include performance, experience level, criticality, scarcity of skill set, internal equity, and external competitiveness. Rather than striving for a single market reference point, the Compensation Committee believes that this broader holistic approach provides appropriate flexibility in tailoring award opportunities.

The TDCO for 2021, as reviewed and approved by the Compensation Committee for the NEOs on February 17, 2021 for Mr. Peyton, Mr. Cywinski, and Mr. Johns, and at the respective times of hire or promotion for Mr. Chang, Ms. Son, and Ms. Hall, is listed in the following table. Messrs. Joyce and Song are excluded from the table since both ceased serving as an executive officer prior to the date on which TDCO was approved by the Compensation Committee. TDCO differs from the total compensation amounts reported in the 2021 Summary Compensation Table in that it includes the base salary and target annual cash incentive opportunity in effect following such approval, while the 2021 Summary Compensation Table includes the amounts actually earned. Further, TDCO does not include amounts set forth in the “All Other Compensation” column of the 2021 Summary Compensation Table nor does it include one-time equity awards made in connection with hiring, retention, or other non-standard circumstances. In addition, TDCO includes the value of the target opportunity under the cash LTIP grant at the time it is awarded whereas the 2021 Summary Compensation Table includes the actual value earned, if any, based upon performance under the cash LTIP after the completion of the performance period.

 

28

2022 PROXY STATEMENT

EXECUTIVE COMPENSATION

 

2021 Total Direct Compensation Opportunity

 

Name		2021 Base Salary ($)					2021 Annual Cash Target Incentive ($)					2021 Long- Term Incentive ($)					2021 Total Direct Compensation Opportunity ($)
John W. Peyton			$	1,000,000				$	1,000,000				$	3,500,099				$	5,500,099
Vance Y. Chang			$	500,000				$	375,000				$	600,096				$	1,475,096
John C. Cywinski			$	692,000				$	588,200				$	1,000,016				$	2,280,216
Jay D. Johns			$	600,000				$	480,000				$	900,066				$	1,980,066
Christine K. Son			$	450,000				$	270,000				$	499,996				$	1,219,996
Allison Hall			$	330,000				$	181,500				$	150,041				$	661,541

A significant portion of executive pay has been structured to be contingent on satisfying pre-established performance goals and increasing stockholder value. For the continuing NEOs an average of 73% of 2021 TDCO was linked to performance and/or increasing stockholder value.

Ms. Son’s restricted stock award of $249,955, which was granted in connection with promotion to SVP, Legal General Counsel and Secretary is included in her TDCO along with her annual restricted stock grant of $250,041 in connection with her previous role.

Ms. Hall’s TDCO does not include an additional $5,000 monthly stipend provided during the time she served as Interim Chief Financial Officer. Also excluded is a completion bonus of $60,000 and a special restricted stock grant of $200,082 granted in conjunction with her service as Interim Chief Financial Officer. Additionally, Ms. Hall’s annual cash incentive target was prorated at 60% of base salary through June 2021 during the period she served as Interim Chief Financial Officer and 50% of base salary for the remainder of the year.

TDCO for Mr. Peyton, Mr. Chang, Mr. Cywinski, Mr. Johns and Ms. Hall excludes one-time sign-on, special retention or recognition awards granted to such individuals.

See the section entitled “Compensation Decisions Made in 2021” in this proxy statement for additional information regarding the elements of compensation for NEOs.

The chart below illustrates the 2021 pay mix for the continuing NEOs:

 

 

		29

2022 PROXY STATEMENT

EXECUTIVE COMPENSATION

 

Compensation Decisions Made in 2021

Annual Base Salaries

In setting annual base salaries, the Compensation Committee generally considers benchmarking data derived from a review of the proxy statement disclosures of the NEO Peer Group, the AON Hewitt survey and, in the case of the NEOs other than the Chief Executive Officer, recommendations and assessments of the performance of the individual NEOs by the Chief Executive Officer. The Compensation Committee uses the market data to establish points of reference to determine whether and to what extent it is establishing competitive levels of compensation for the NEOs. In February 2021, the Compensation Committee set annual base salaries for 2021 as follows:

 

Name		Former Base Salary($)					New Base Salary($)					Percentage Increase
John W. Peyton				n/a					1,000,000					n/a
Vance Y. Chang				n/a					500,000					n/a
John C. Cywinski				675,000					692,000					2.5	%
Jay D. Johns				550,000					600,000					9.1	%
Christine K. Son				310,860					321,740					3.5	%
Allison Hall				290,460					310,000					6.7	%

 

(1)	Messrs. Joyce and Song are excluded from this table since both ceased serving as an executive officer prior to the date on which base salaries were approved by the Compensation Committee.

The base salaries for Mr. Peyton and Mr. Chang were established upon their joining the Corporation on January 4, 2021 and June 14, 2021, respectively. The base salary increase for Mr. Johns was based on individual performance and both internal and external market competitiveness. The base salary for Ms. Son was subsequently increased to $450,000 in connection with promotion to SVP, Legal, General Counsel and Secretary. The base salary for Ms. Hall was subsequently increased to $330,000 in connection with her promotion to SVP, Chief Accounting Officer.

Performance- and Stock-Based Compensation

Annual Cash Incentives

In early 2021 the Compensation Committee approved the 2021 Annual Incentive Plan to reward executive officers whose performance meets or exceeds the Corporation’s expectations, to provide incentives for excellent future performance that contributes to the Corporation’s success and profitability and to serve as a means by which eligible participants may share in the Corporation’s financial success.

Pursuant to the 2021 Annual Incentive Plan, the target annual cash incentive amount for each of the NEOs is established as a percentage of base salary based on the participant’s level in the management structure. The 2021 threshold, target, and maximum payout amounts for each NEO are provided in the Grants of Plan-Based Awards in 2021 table. The 2021 threshold, target, and maximum percentages of base salary for each of the NEOs under the Corporation’s 2021 Annual Incentive Plan were as follows:

 

Name		Threshold as Percentage of Base Salary					Target as Percentage of Base Salary					Maximum as Percentage of Base Salary
John W. Peyton				50	%				100	%				200	%
Vance Y. Chang				38	%				75	%				150	%
John C. Cywinski				43	%				85	%				170	%
Jay D. Johns				40	%				80	%				160	%
Christine K. Son				30	%				60	%				120	%
Allison Hall				27.5	%				55	%				110	%

 

30

2022 PROXY STATEMENT

EXECUTIVE COMPENSATION

 

Decisions regarding the threshold, target and maximum incentive percentages were made in consultation with Exequity and after consideration of the NEO Peer Group and survey data mentioned above and the desired TDCO pay mix. In 2021, the Compensation Committee increased the target annual cash incentive as a percentage of base salary for Mr. Johns from 75% to 80% based on internal and external market competitiveness. Ms. Son’s target annual cash incentive as a percentage of base salary increased from 50% to 60% in connection with her promotion to SVP, Legal, General Counsel and Secretary, and Ms. Hall’s target annual cash incentive increased from 40% to 50% in connection with her promotion to SVP, Chief Accounting Officer and was temporarily increased to 60% during the six months she served as Interim Chief Financial Officer. Messrs. Joyce and Song did not participate in the 2021 Annual Incentive Plan.

The Compensation Committee believes the incentive targets to be generally consistent with incentive opportunities at the NEO Peer Group companies for similarly situated executives.

The 2021 annual cash incentive for the NEOs is based on a combination of Dine Brands Global, Inc., IHOP Business Unit, and Applebee’s Business Unit Adjusted EBITDAs. The Compensation Committee focused the 2021 Annual Incentive Plan’s metrics entirely on Adjusted EBITDA to drive an emphasis on delivering profitable results and improving performance. Adjusted EBITDA is a commonly used measure of financial performance within the restaurant industry. Historically the Annual Incentive Plan also included growth metrics such as Same Restaurant Sales or Net Development. Due to the impact of the COVID-19 pandemic and ongoing business uncertainty these metrics were excluded from the 2021 Annual Incentive Plan. In 2022, the Annual Incentive Plan will again include growth metrics for Same Restaurant Sales and Net Development.

The Compensation Committee included Adjusted EBITDA as a performance measure because it believes Adjusted EBITDA appropriately incentivizes the business units on items specifically within their control. The Company defines adjusted EBITDA as net income or loss, adjusted for the effect of closure and impairment charges, interest charges, income tax provision or benefit, depreciation and amortization, non-cash stock-based compensation, gain or loss on disposition of assets, other non-income based taxes and other items deemed not reflective of current operations.

All metrics were set after consideration of the business environment at the time the metrics were approved and the Corporation’s forward-looking strategic plan. Such business environment was heavily influenced by the effects and uncertainty of the COVID-19 pandemic. The Compensation Committee believed at the time that the performance targets were rigorous yet achievable, and established levels designed to be challenging such that attainment of the targeted amounts was not assured at the time they were set and would require a high level of effort and execution in order to obtain them.

These targets were set in March 2021. Actual 2021 Adjusted EBITDA exceeded the maximum performance level for each of Dine Brands Global, Inc., IHOP, and Applebee’s, and the Annual Incentive Plan therefore paid at 200% of target for all participating NEOs.

The table below outlines the annual cash incentive metrics and weighting for each of the NEOs for 2021:

 

Name		Dine Brands Adjusted EBITDA					IHOP Business Unit Adjusted EBITDA					Applebee’s Business Unit Adjusted EBITDA
John W. Peyton				100	%
Vance Y. Chang				100	%
John C. Cywinski				50	%									50	%
Jay D. Johns				50	%				50	%
Christine K. Son				100	%
Allison Hall				100	%

 

		31

2022 PROXY STATEMENT

EXECUTIVE COMPENSATION

 

The threshold, target and maximum payout levels for the performance metrics are illustrated in the table below.

 

Metric		Threshold					Target					Maximum					Actual Result					Percentage of Target Achieved					Payout Percentage of Target for Metric
Dine Brands Adjusted EBITDA			$	178.0				$	209.4				$	240.8				$	253.3					121.0	%				200	%
IHOP Business Unit Adjusted EBITDA			$	114.9				$	132.1				$	149.3				$	158.3					119.8	%				200	%
Applebee’s Business Unit Adjusted EBITDA			$	93.3				$	107.2				$	121.2				$	131.2					122.4	%				200	%
Payout as a Percentage of an Executive’s Target				50	%				100	%				200	%				—					—					—

The amounts in the table below represent the annual cash incentives paid to each of the NEOs pursuant to the 2021 Annual Incentive Plan and are calculated by multiplying the NEO’s year-end base salary by the target percentage of base salary and by the percentage of incentive target achieved.

 

Name		Base Salary					Target as Percentage of Base Salary					Percentage of Incentive Target Achieved					Annual Cash Incentive Paid
John Peyton			$	1,000,000					100	%				200.0	%			$	2,000,000
Vance Chang			$	500,000					75	%				200.0	%			$	750,000
John C. Cywinski			$	692,000					85	%				200.0	%			$	1,176,400
Jay D. Johns			$	600,000					80	%				200.0	%			$	960,000
Christine K. Son			$	450,000					60	%				200.0	%			$	540,000
Allison Hall			$	330,000					55	%				200.0	%			$	363,000

Long-Term Incentive or LTI Awards

The Compensation Committee grants each of the NEOs a blend of NQSOs, RSAs and cash LTIP awards. The NQSOs vest in equal installments over a three-year period and are exercisable for up to a maximum of ten years. The RSAs vest in equal installments over a three-year period and the cash LTIP payout is based on relative TSR against an index of primarily publicly-traded restaurant companies over a three-year performance period. NQSOs have value to the executive only if the Corporation’s stock price increases over the price on the date of grant and the value of RSAs fluctuates with changes in the Corporation’s stock price.

The Compensation Committee believes that this mix of long-term incentives appropriately balances an emphasis on absolute and relative stock price performance and aligns the compensation of our NEOs with the long-term interests of stockholders. The LTI awards are comprised of 34% of the grant date value in NQSOs, 33% of the grant date value in RSAs and 33% of the grant date value in the cash LTIP (at target). The Compensation Committee believes this weighting provides a balanced strategy between stockholder alignment, executive retention, risk, and performance.

The cash LTIP cycles provide payment between zero and 200% of the target award based on the Corporation’s relative TSR performance. The relative TSR performance targets are depicted below:

 

		Relative TSR Ranking at End of Performance Period					Percentage of Target Relative TSR Units Earned
No Payout				< 33rd Percentile of the Index					0%
Threshold				33rd Percentile of the Index					50%
Target				50th Percentile of the Index					100%
Maximum				80th Percentile of the Index					200%

 

32

2022 PROXY STATEMENT

EXECUTIVE COMPENSATION

 

The Compensation Committee considered a range of factors in setting the value to be awarded to the NEOs, including assessments of individual performance, the potential contributions that each NEO could be expected to make in the future, each NEO’s TDCO, LTI awards previously granted to certain NEOs, the size of awards provided to other individuals holding similar positions in the NEO Peer Group and survey data considered by the Compensation Committee, the number of shares which remained available for issuance under the 2019 Stock Incentive Plan and overall accounting expense associated with the awards.

The table below summarizes the grant date value of the annual long-term incentive awards made in 2021 (additional detail regarding long-term incentive awards granted in 2021 can be found in the Grants of Plan-Based Awards in 2021 table in this proxy statement):

 

Name		Stock Options					Restricted Stock					Cash LTIP at Target					Total Long-Term   Incentive Opportunity
John W. Peyton			$	1,190,032				$	1,155,067				$	1,155,000				$	3,500,099
Vance Y. Chang			$	204,029				$	198,067				$	198,000				$	600,096
John C. Cywinski			$	340,009				$	330,007				$	330,000				$	1,000,016
Jay D. Johns			$	306,035				$	297,031				$	297,000				$	900,066
Christine K. Son			$	0				$	499,996				$	0				$	499,996
Allison Hall			$	0				$	150,041				$	0				$	150,041

The increase in long-term incentive award value for Mr. Johns was based on individual performance and internal and external market competitiveness. Ms. Son’s restricted stock award of $249,955, which was granted in connection with her promotion to Senior Vice President, General Counsel and Secretary, is included along with her annual restricted stock award of $250,041 granted in her previous position. The Total Long-Term Incentive Opportunity in the table above represents the on-going annual award values granted to each NEO and excludes the value of special one-time long-term incentive awards. Messrs. Joyce and Song did not receive 2021 long-term incentive awards. In addition, the Compensation Committee approved the following additional LTI awards in 2021:

Mr. Peyton also received new hire restricted stock and stock option awards, as referenced in the CEO Compensation section.

Mr. Chang also received a new hire sign-on restricted stock award of $800,090.

Ms. Hall also received a special restricted stock award of $200,082, which was granted in connection with her role as Interim Chief Financial Officer.

2019—2021 Cash LTIP Payout

Demonstrating the Corporation’s pay-for-performance philosophy and the direct link between pay and the Corporation’s stock price performance, the cash LTIP payout as a percentage of the target has varied significantly over the past three performance periods based on TSR performance relative to the companies included in the index of primarily publicly-traded restaurant companies. Performance and payouts under the 2019-2021 performance period and prior performance periods were as follows:

 

Performance Period		Dine Brands TSR					Restaurant Index Percentile Rank					Payout as a   percentage of   target award
2017 - 2019				20.4	%				54.5	%				111.3	%
2018 - 2020				26.2	%				63.6	%				134.0	%
2019 - 2021				18.4	%				42.7	%				78.5	%*

 

*

For the 2019-2021 cash LTIP cycle, the Corporation’s TSR performance achieved a percentile rank of 42.7% relative to the companies included in the index of publicly-traded restaurant companies during the three-year performance period. The amounts in the table below represent the target cash LTIP incentive and actual amounts paid to the NEOs pursuant to the 2019-2021 cash LTIP.

 

		33

2022 PROXY STATEMENT

EXECUTIVE COMPENSATION

 

Name		2019 - 2021 Target Award					2019 - 2021 Payout (78.5% of Target)
John C. Cywinski			$	288,750				$	226,669
Jay D. Johns			$	107,250				$	84,191

In December 2018, the Compensation Committee granted a special retention award to Mr. Cywinski of 28,575 performance- and time-based RSUs which were originally set to vest on March 1, 2022 in amounts based on the Corporation’s achievement of certain stock price targets that are successively more difficult to achieve. The Compensation Committee structured these special retention awards consistent with the performance-contingent design of then-CEO Mr. Joyce’s awards and to align Mr. Cywinski with the Corporation’s strategic goal of driving long-term stockholder value. The stock price hurdles with respect to Mr. Cywinski’s performance-contingent awards range from $85 to $105. As of December 31, 2021, 40% of the performance conditions tied to Mr. Cywinski’s performance-contingent equity awards were satisfied based on achievement of stock price hurdles of $85 and $90. In 2021, the Compensation Committee reviewed the award and the stock price performance goals and determined that the significant impact on business results and stock price performance attributable to the COVID-19 pandemic had negatively impacted Mr. Cywinski’s ability to achieve the stock price performance hurdles. Accordingly, the Compensation Committee modified the award to add one additional year to the performance- and time-vesting period, such that the award will now vest on March 1, 2023 in amounts based on the Corporation’s achievement of the stock price targets. There were no changes to the stock price targets. Importantly, this modification extended the continued service requirements for distribution of the shares tied to the 40% portion of the performance conditions that had already been achieved, which provided additional retention effect. This award modification resulted in incremental accounting expense in the amount of $572,384, which is reflected as compensation in the 2021 Summary Compensation Table.

Stock Ownership Guidelines

The Corporation maintains robust stock ownership guidelines that are intended to further the Compensation Committee’s objectives of aligning the financial interests of its executives with those of the Corporation’s stockholders. The stock ownership guidelines call for each NEO to accumulate a minimum number of shares equal in value to a multiple of their base salary. For purposes of the guidelines, stock ownership includes Common Stock owned directly, in-the-money value of exercisable NQSOs, RSAs, and stock-settled RSUs that are not subject to performance goals that have not been achieved. The types and amounts of stock-based awards are intended, in part, to facilitate the accumulation of sufficient shares by the Corporation’s executives to allow them to meet the stock ownership guidelines.

The Compensation Committee annually reviews each NEO’s progress towards meeting the stock ownership guidelines. The Compensation Committee has informed management that it may reduce or choose not to grant future stock-based compensation to any executive who fails to make reasonable progress towards meeting the stock ownership goals within five years from becoming subject to the guidelines. Based upon its October 2021 review of each NEO’s equity holdings in the Corporation, the Compensation Committee determined that each NEO met, exceeded or was on schedule to meet his guideline.

The following table sets forth the stock ownership and goals of each of the continuing NEOs:

 

Name		Guideline as a Multiple of Base Salary					Holdings as a Multiple of Base Salary(1)					Guideline Status
John W. Peyton(2)				6					5.3					On Schedule
Vance Y. Chang(3)				4					1.7					On Schedule
John C. Cywinski				4					7.5					Meets Guideline
Jay D. Johns(4)				4					2.5					On Schedule
Christine K. Son				2					3.2					Meets Guideline
Allison Hall				2					2.2					Meets Guideline

 

(1)	Based upon holdings in the shares of common stock of the Corporation and one-year average daily price per share of the Corporation’s common stock from October 2, 2020 to October 1, 2021.

 

(2)	Mr. Peyton has until January 4, 2026 to meet his stock ownership guideline.

 

(2)	Mr. Chang has until June 14, 2026 to meet his stock ownership guideline.

 

(3)	Mr. Johns has until June 13, 2024 to meet his stock ownership guideline.

 

34

2022 PROXY STATEMENT

EXECUTIVE COMPENSATION

 

Clawback Policy

To the extent permitted by governing law, in the event that (i) the Corporation is required to make a material restatement of its financial statements as a result of fraudulent behavior or material intentional misconduct on the part of the Corporation’s current or former (a) Chief Executive Officer, (b) executive officers subject to Section 16 of the Exchange Act or (c) other executive officers who report directly to the Chief Executive Officer and (ii) any incentive compensation was paid to any of these individuals based upon achievement of certain financial results and in reliance upon the financial statements to be restated, then the Board of Directors may, in its sole discretion and upon making a determination that it would be in the best interest of the Corporation to do so, direct the Corporation to make reasonable efforts to seek reimbursement of any such incentive compensation paid within the past three years from the date of the restatement to the extent it exceeds the amounts that would have been earned under the restated financial statements. This policy shall apply in addition to any right of recoupment against the Chief Executive Officer and Chief Financial Officer pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 or other applicable law or regulation.

Hedging and Pledging Restrictions

Under the Corporation’s Insider Trading Policy, all officers, employees and directors of the Corporation are prohibited from engaging in short sales of the Corporation’s common stock or in taking positions on the Corporation’s publicly traded call and put options or otherwise using financial instruments to engage in hedging transactions to lock in the value of the Corporation’s securities by preventing a decrease and/or increase in value.

Employment Agreements and Change in Control Provisions

Employment Agreements

The Corporation enters into employment agreements with certain executives when it determines that an employment agreement is desirable for the Corporation to obtain a measure of assurance as to the executive’s continued employment in light of prevailing market competition for the particular position held by the executive officer, or where the Compensation Committee determines that an employment agreement is necessary and appropriate to attract an executive in light of market conditions, the prior experience of the executive or practices at the Corporation with respect to other similarly situated employees.

As of December 31, 2021, Mr. Peyton, Mr. Chang, and Mr. Cywinski were each a party to an employment agreement with the Corporation, and as of March 9, 2022, Mr. Cywinski’s employment agreement was amended and restated and Mr. Johns entered into an employment agreement with the Corporation. Each employment agreement provides for an initial employment term of three years. Mr. Peyton’s employment agreement further provides for automatic successive one-year extensions at the end of such term unless the Corporation or the executive gives notice to the contrary more than 90 days prior to the expiration of the then-current term of the agreement. The Corporation may terminate any employment agreement at any time, with or without cause upon written notice to the executive. The employment agreements provide for base salaries, target annual cash incentive opportunities as a percentage of base salary and certain other perquisites and benefit programs. The employment agreements do not contain multi-year incentive guarantees or tax gross-ups. The employment agreements contain confidentiality, trade secrets, discoveries, and non-solicitation provisions.

Mr. Joyce was a party to an employment agreement with the Corporation. The employment agreement had a term beginning on September 12, 2017 and ending on February 1, 2021 with no automatic extensions. In connection with our CEO transition, in November 2020, Mr. Joyce and the Corporation amended Mr. Joyce’s employment agreement to transition Mr. Joyce to the role of non-executive special advisor as of January 4, 2021 and to extend the term of the agreement through February 16, 2021. Mr. Joyce’s employment agreement terminated as of February 16, 2021.

Ms. Son and Ms. Hall are parties to employment offer letters with the Corporation, effective as of March 16, 2021 and May 10, 2021, respectively.

Under certain termination scenarios, the employment agreements may provide for severance payments, benefits continuation and vesting of outstanding equity-based awards. See “Potential Payments Upon Termination or Change in Control” in this proxy statement for additional information about severance arrangements, including projected severance payment amounts, pursuant to the employment agreements.

 

		35

2022 PROXY STATEMENT

EXECUTIVE COMPENSATION

 

Amended and Restated Executive Severance and Change in Control Policy

As of December 31, 2021, Mr. Johns, Ms. Son and Ms. Hall participated in the Corporation’s Amended and Restated Executive Severance and Change in Control Policy. This policy is intended to increase the retention of the senior leadership team and to provide severance benefits under specified circumstances to certain individuals who are in a position to contribute materially to the success of the Corporation. These arrangements also are intended to facilitate changes in the leadership team by setting terms for the termination of an executive officer in advance, thereby allowing a smooth transition of responsibilities when it is in the best interests of the Corporation. Under certain termination scenarios, the policy may provide for severance payments, benefits continuation and vesting of certain outstanding equity-based awards. The policy does not provide for tax gross-ups. See “Potential Payments Upon Termination or Change in Control” in this proxy statement for additional information about severance arrangements, including projected severance payment amounts, pursuant to the Amended and Restated Executive Severance and Change in Control Policy.

Nonqualified Deferred Compensation Plan

Pursuant to the Deferred Compensation Plan, all NEOs are eligible to defer their base salaries, annual cash incentives, and long-term incentive plan cash distributions. Deferrals are always 100% vested. This plan provides the NEOs with a long-term capital accumulation opportunity. The Deferred Compensation Plan provides a range of investment opportunities and is designed to comply with Section 409A of the Internal Revenue Code (the “Code”). See “2021 Nonqualified Deferred Compensation” in this proxy statement for additional information.

Perquisites

The Corporation provided all 2021 NEOs with limited perquisites as part of a competitive total compensation package. The Compensation Committee annually reviews the perquisites provided to the NEOs and approves those personal benefits or perquisites that it deems to be in the Corporation’s best interest in order to induce executives to maintain or accept employment with us.

Annual Physicals. Each NEO is entitled and expected to have an annual physical provided at the Corporation’s cost.

Automobile Allowances. The Corporation pays each of the NEOs an automobile allowance.

Supplemental Life Insurance. The Corporation provides supplemental life insurance for each of the NEOs in addition to paying for life insurance for all eligible employees. NEOs are provided $900,000 in life insurance under the Corporation’s group policy.

Supplemental Disability Insurance. The Corporation provides supplemental disability insurance for each of the NEOs in addition to paying for disability insurance for all eligible employees. The coverage for each NEO generally provides for a benefit equal to 60% of pre-disability earnings subject to a maximum of $25,000 per month.

Tax Preparation Reimbursement. The Corporation may provide tax preparation reimbursement for certain NEOs who are required to file tax returns in multiple states as a result of their employment with the Corporation. The benefit is taxable to the NEO and is intended to encourage the NEO to engage knowledgeable experts to assist with tax preparation.

Restaurant Dining Expenses. The Corporation reimburses each of the NEOs for amounts spent dining at Applebee’s and IHOP restaurants.

Other. On a case-by-case basis, the Corporation may provide other perquisites to certain executives from time to time.

See the 2021 Summary Compensation Table for additional details on these perquisites.

 

36

2022 PROXY STATEMENT

COMPENSATION TABLES

 

COMPENSATION TABLES

Compensation tables and accompanying notes and disclosures for all NEOs are set forth below.

2021 Summary Compensation Table

The following 2021 Summary Compensation Table and accompanying notes set forth information concerning compensation earned by each of the Corporation’s NEOs for the fiscal year ended December 31, 2021, and, to the extent required under applicable SEC disclosure rules, the fiscal years ended December 31, 2020 and 2019.

 

Name & Principal Position		Year					Salary ($)(1)					Bonus ($)					Stock Awards ($)(2)					Option Awards ($)(3)					Non-Equity Incentive Plan Compensation ($)(4)					All Other Compensation ($)(5)					Total ($)
John Peyton				2021					961,539					1,200,000	(6)				4,251,545	(7)				2,074,736	(8)				2,000,000					350,193					10,838,013
Chief Executive Officer
Vance Chang				2021					259,615					—					998,157	(9)				204,029					750,000					26,203					2,238,004
Chief Financial Officer
Allison Hall				2021					343,112	(10)				60,000	(11)				350,123	(12)				—					363,000					24,560					1,140,795
SVP, Chief Accounting Officer & Previous Interim Chief Financial Officer
John C. Cywinski				2021					686,115					—					902,391	(13)				340,009					1,403,069					36,664					3,368,248
President, Applebee’s Business Unit				2020					668,185					286,875					330,026					340,014					364,815					37,173					2,027,088
				2019					612,295					—					288,794					297,475					606,730					34,871					1,840,166
Jay D. Johns				2021					582,692					—					297,031					306,035					1,044,191					41,963					2,271,912
President, IHOP Business Unit				2020					546,154					206,250					247,563					255,006					110,550					35,433					1,400,956
				2019					476,803					—					1,107,359					110,495					383,869					38,984					2,117,509
Christine K. Son				2021					398,249					—					499,996	(14)				—					540,000					37,021					1,475,266
Senior Vice President
Stephen P. Joyce				2021					115,385					—					—					—					—					40,968					156,353
Former Chief Executive Officer				2020					1,000,000					500,000					—					—					—					334,775					1,834,775
				2019					1,000,000					—					—					—					455,948					297,810					1,753,758
Thomas H. Song(7)				2021					52,885					—					—					—					—					4,154					57,039
Former Chief Financial Officer				2020					543,846					206,250					264,038					272,008					265,320					116,170					1,667,632
				2019					508,461					250,000					231,095					237,985					520,930					38,197					1,786,668

 

(1)	Represents 26 bi-weekly pay periods during the fiscal years ended December 31, 2019, 2020, and 2021, respectively.

 

(2)

The amounts reported in this column for 2021 represent the aggregate grant date fair value related to the RSAs that were granted as part of the 2021 LTI award, computed in accordance with FASB ASC Topic 718, as well as the sign-on RSA awards and the incremental fair value associated with the modification of Mr. Cywinksi’s 2018 performance-based RSUs, each as further described in the footnotes to this table. The amounts in the “Stock Awards” column for prior years include the aggregate grant date fair value related to stock awards granted in each of the years shown, computed in accordance with FASB ASC Topic 718. See Note 14 to Consolidated Financial Statements in the Corporation’s annual reports on Form 10-K for the years ended 2021, 2020 and 2019, and for information regarding assumptions underlying the valuation of equity awards granted in 2021, 2020, and 2019, respectively.

 

(3)

The amounts in the “Option Awards” column for 2021, 2020, and 2019 represent the aggregate grant date fair value related to option awards granted in each of such years, computed in accordance with FASB ASC Topic 718. See Note 14 to Consolidated Financial Statements in the Corporation’s annual report on Form 10-K for the years ended 2021, 2020, and 2019 for information regarding assumptions underlying the valuation of equity awards granted in 2021, 2020, and 2019.

 

		37