Dine Brands Global, Inc.
For the period ended May 14, 2026. Filed Mar 27, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2026 · Filed Mar 27, 2026
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Contents
Pay vs. Performance Comparison
Our executive compensation programs are intended to link a substantial portion of our NEOs’ realized compensation to the achievement of our financial, operational, and strategic objectives, and to align our NEOs’ pay with changes in the value of our shareholders’ investments. For further information concerning the Corporation’s variable pay-for-performance philosophy and how the Corporation aligns executive compensation with company performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement. As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid (“CAP”) (as defined in Item 402(v)) and performance for fiscal years 2025, 2024, 2023, 2023 and 2021.
| Ending Value of InitialFixed $100 InvestmentBased on: · (Stated in Millions) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Year · SummaryCompensationTable Total forCEO(1)($) · CompensationActually Paidto CEO(1)(2)($) · SummaryCompensationTable Totalfor FormerCEO(1)($) · CompensationActually Paidto FormerCEO(1)(2)($) · AverageSummaryCompensationTable Total forNon-CEONEOs(1)($) · AverageCompensationActually Paidto Non-CEONEOs(1)(2)($) · TotalShareholderReturn(3) · ComparatorGroup TotalShareholderReturn(3) · NetIncome($) · Adjusted EBITDA(4) ($) | |||||||||||
| 2025 | 5,417,315 | 6,706,640 | — | — | 1,893,638 | 2,121,030 | $71.45 | $134.80 | 17.1 | 219.8 | |
| 2024 | 4,697,225 | 2,491,169 | — | — | 1,383,117 | 934,000 | $60.08 | $137.23 | 64.9 | 239.8 | |
| 2023 | 4,540,521 | 1,684,905 | — | — | 1,633,051 | 1,081,007 | $91.83 | $128.76 | 97.2 | 256.4 | |
| 2022 | 4,425,333 | 5,441,860 | — | — | 2,352,870 | 2,100,774 | $115.24 | $111.26 | 81.1 | 251.9 | |
| 2021 | 10,838,013 | 12,876,797 | (5) | 156,353 | 8,412,110 | 1,758,544 | 1,748,319 | $131.41 | $122.05 | 97.9 | 253.3 |
| (1) | The following individuals are our CEO, our former CEO, and other NEOs for each fiscal year: |
| Year | CEO(s) | Non-CEO NEOs |
| 2025 | John W. Peyton | Vance Y. Chang, Lawrence Y. Kim, Christine K. Son, Tony E. Moralejo |
| 2024 | John W. Peyton | Vance Y. Chang, Jay D. Johns, Christine K. Son, Tony E. Moralejo |
| 2023 | John W. Peyton | Vance Y. Chang, Jay D. Johns, Christine K. Son, Tony E. Moralejo |
| 2022 | John W. Peyton | Vance Y. Chang, John C. Cywinski, Jay D. Johns, Christine K. Son |
| 2021 | John W. PeytonStephen P. Joyce | Vance Y. Chang, Allison Hall, John C. Cywinski, Jay D. Johns,Christine K. Son, Thomas H. Song |
2026 PROXY STATEMENT
Pay vs. Performance Comparison
| (2) | Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows: |
| Adjustments | CEO | Avg. non-CEO NEO |
|---|---|---|
| Summary Compensation Table Total for Applicable Year | 5,417,315 | 1,893,638 |
| Decrease for Amounts Reported Under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (2,213,577) | (569,807) |
| Increase Based on ASC 718 Fair Value of Awards Granted During Applicable FY that Remain Unvested as of Applicable FY End, Determined as of Applicable FY End. RSU values include RSUs attributable to reinvested Dividend Equivalents | 2,888,747 | 705,776 |
| Increase Based on ASC 718 Fair Value of Awards Granted During Applicable FY that Vested during Applicable FY, Determined as of the Vesting Date | 0 | 0 |
| Increase (Decrease) for Awards Granted During Prior FY That Were Outstanding and Unvested as of Applicable FY End, Determined Based on Change in ASC 718 Fair Value From Prior FY End to Applicable FY End | 889,605 | 125,945 |
| Increase (Decrease) for Awards granted During Prior FY That Vested During Applicable FY, Determined Based on Change in ASC 718 Fair Value From Prior FY End to Vesting Date | (366,514) | (38,624) |
| Decrease of ASC 718 Fair Value of Awards Granted During Prior FY That Were Forfeited During Applicable FY, Determined as of Prior FY End | 0 | (24,270) |
| Increase Based on Dividends or Other Earnings Paid During Applicable FY Prior to Vesting Date | 91,063 | 28,371 |
| Compensation Actually Paid | 6,706,640 | 2,121,030 |
| (3) | TSR is cumulative for the measurement periods beginning as of close of business on December 31, 2020 and ending on January 2, 2022, January 1, 2023, December 31, 2023, December 29, 2024, and December 28, 2025 calculated in accordance with Item 201(e) of Regulation S-K. The S&P 1500 Composite Restaurant Index TSR column consists of 20 companies (excluding Dine Brands), which is the industry specific peer group in our 10-K. |
| (4) | “Adjusted EBITDA” is a non-GAAP measure used for purposes of our Annual Incentive Plan. Adjusted EBITDA includes income before interest, taxes, depreciation and amortization. A reconciliation of this non-GAAP financial measure to results in accordance with GAAP can be found in Appendix A to this Proxy Statement. |
| (5) | Includes one-time grants in the form of a sign-on bonus of $1,200,000, special sign-on RSUs valued at $3,096,478 as of the grant date, and special sign-on stock options valued at $884,704 as of the grant date. |
Financial Performance Measures
The following table identifies the most important financial performance measures used by our Compensation Committee to link the
CAP
to our CEO and other NEOs in 2025, calculated in accordance with SEC regulations, to our performance. The role of each of these performance measures on our NEOs’ compensation is discussed in the CD&A above.
Financial Performance Measures
Adjusted EBITDA
Traffic (compared to Black Box Intelligence peer set)
Net Development
Relative Total Shareholder Return (compared to publicly-traded restaurant companies)
2026 PROXY STATEMENT
Pay vs. Performance Comparison
Relationship to Compensation Actually Paid
See the Compensation Discussion & Analysis for a description of how our Compensation Committee assesses the relationship between executive compensation and performance.
The chart below provides a comparison between (i) the total stockholder return of the Corporation and the S&P 1500 Composite Restaurants Index assuming a fixed $100 initial investment as of close of business on December 31, 2020 and reinvestment of dividends, and (ii) the compensation actually paid to the individuals serving as CEO and the average compensation actually paid to our non-CEO NEOs for the fiscal years ended January 2, 2022, January 1, 2023, December 31, 2023, December 29, 2024, and December 28, 2025.
The chart below provides a comparison between (i) the Corporation’s Net Income and (ii) compensation actually paid to the individuals serving as CEO and average compensation actually paid to our non-CEO NEOs for the fiscal years ended January 2, 2022, January 1, 2023, December 31, 2023, December 29, 2024, and December 28, 2025.
2026 PROXY STATEMENT
Pay vs. Performance Comparison
The chart below provides a comparison between (i) the Corporation’s Adjusted EBITDA and (ii) compensation actually paid to the individuals serving as CEO and average compensation actually paid to our non-CEO NEOs for the fiscal years ended January 2, 2022, January 1, 2023, December 31, 2023, December 29, 2024, and December 28, 2025.
Policies and Practices Regarding the Grant of Equity Awards
We do not schedule the grant of any equity awards in anticipation of the disclosure of material, non-
public
information and we donot schedule the disclosure of material, non-public information based on the timing of granting equity awards. 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 release of fiscal year-end earnings. In addition, we may choose to grant equity awards outside of the annual broad-based awards (e.g., as part of a new hire package or as a retention or promotional incentive). Stock options may be granted only with an exercise price at or above the closing market price of our common stock on the date of grant. During 2025, no stock option grants were made to any of our NEOs.
2026 PROXY STATEMENT
Equity Compensation Plan Information
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.