John W. Peyton
Dine Brands GlobalAbout John W. Peyton
John W. Peyton, 58, is Chief Executive Officer of Dine Brands Global and, since March 4, 2025, also serves as Interim President, Applebee’s; he has been CEO since January 2021 and is a member of the Board of Directors . Prior to DIN, he was President & CEO of Realogy Franchise Group (2016–Dec 2020) and spent 17 years at Starwood Hotels & Resorts in senior roles including CMO, SVP Global Operations and COO, North America . Company performance under his tenure has faced headwinds: 2024 revenues declined to $812.3M from $831.1M in 2023 and consolidated adjusted EBITDA fell to $239.8M from $256.4M; domestic same-restaurant sales declined at Applebee’s (-4.2%) and IHOP (-2.0%) in 2024, and the 2022–2024 TSR was -47.62% (18.2nd percentile vs restaurant index) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Realogy Franchise Group | President & CEO | 2016–Dec 2020 | Led large-scale franchising platform; relevant to DIN’s highly franchised model . |
| Starwood Hotels & Resorts | Various senior roles (CMO; SVP Global Ops; COO, North America) | 17 years (ended 2016) | Deep hospitality/brand and operations experience . |
External Roles
- No other public company directorships disclosed for Peyton in the proxy .
Board Service & Governance
- Director: Standing for re‑election in 2025; not independent (as CEO) .
- Committee roles: All three standing committees (Audit, Compensation, Nominating & Corporate Governance) are composed solely of independent directors; Peyton is not listed as a member .
- Board leadership: Independent Chairman (Richard J. Dahl) since 2017; bylaws require an independent chair, separating Chair/CEO roles—mitigating dual‑role concerns .
- Attendance: Board met 12 times in 2024; each incumbent director attended at least 75% of meetings (aggregate disclosure) .
- Director pay: As an employee‑director, Peyton receives no additional director compensation .
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $1,000,010 | $1,000,000 | $1,000,000 |
| Target Bonus % of Salary | — | — | 150% |
| Actual Annual Incentive (AIP) Paid | $937,500 | $1,036,451 | $554,835 |
| All Other Compensation (Perqs) | $37,763 | $54,020 | $46,667 |
Perquisites detail (2024): auto allowance $15,000, 401(k) contributions $17,250, dining expenses $1,998, life/disability premiums $7,419, annual physical $5,000 .
Performance Compensation
2024 Annual Incentive Plan (AIP) – CEO Design and Outcomes
| Metric | Weight | Threshold | Target | Max | Actual | Payout on Metric |
|---|---|---|---|---|---|---|
| Dine Brands Adjusted EBITDA (mm) | 50% | $220.0 | $265.0 | $285.0 | $247.1* | 70.0% |
| Dine Brands Same‑Restaurant Sales | 15% | — | — | — | Not disclosed (brand SSS: IHOP -1.9%, Applebee’s -4.2%) | Not disclosed |
| Dine Brands Net Development (units) | 20% | (11) | 27 | 100 | (33) | 0.0% |
| Dine Brands Traffic | 15% | — | — | — | Not disclosed | Not disclosed |
| Overall CEO AIP Payout | — | 25% | 100% | 200% | 36.99% of target | — |
*EBITDA adjusted to exclude $7.3M Applebee’s advertising fund contribution for bonus purposes, per Compensation Committee .
Design notes and risk controls: metrics set amid inflation and supply chain pressures; traffic modifiers apply to SSS (±20% impact) but underlying traffic data were withheld due to competitive sensitivity; plan caps apply .
Long‑Term Incentives (LTI)
Mix and program:
- CEO 2024 LTI mix: 40% Restricted Stock Awards (RSAs), 30% Non‑Qualified Stock Options (NQSOs), 30% 3‑year cash LTIP (relative TSR) .
- Cash LTIP TSR grid: 0% below 25th percentile; 50% at 25th; 100% at 50th; 200% at 80th .
2024 grants:
| Component | Grant date | Value/Target | Shares/Options | Key terms |
|---|---|---|---|---|
| RSAs | 3/1/2024 | $1,820,715 | 37,112 | Vests 1/3 on each of Mar 1, 2025/2026/2027 |
| NQSOs | 3/1/2024 | $1,275,008 | 57,278 | Strike $49.06; vest 1/3 on Mar 1, 2025/2026/2027; 10‑yr term (to 3/1/2034) |
| Cash LTIP (TSR) | 2024–2026 cycle | $1,275,000 target | — | Relative TSR vs restaurant index |
Recent LTIP outcomes (TSR):
| Performance Period | DIN TSR | Percentile vs index | Payout |
|---|---|---|---|
| 2020–2022 | -18.9% | 29.6th | 0% |
| 2021–2023 | -23.13% | 27.6th | 0% |
| 2022–2024 | -47.62% | 18.2nd | 0% |
Pay mix: 86% of 2024 TDCO for the CEO was performance‑linked or equity‑based; the Compensation Committee increased 2024 LTI for market alignment; no repricing without shareholder approval .
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Detail |
|---|---|
| Shares beneficially owned | 310,422 (1.98% of outstanding) as of Mar 17, 2025 |
| Options exercisable within 60 days | 125,382 |
| Shares pledged as collateral | None; company policy prohibits pledging |
| Ownership guideline | 6x base salary; status “On Schedule”; compliance deadline Jan 4, 2026 |
| Hedging/pledging | Prohibited by Insider Trading Policy |
Note: As of 12/31/2024, termination/CIC valuation tables show $0 spread value for time‑vested options, implying options were out‑of‑the‑money at that date ($30.10 stock price used for award valuation vs option strikes from $49.06–$82.44) .
Outstanding Equity (12/31/2024)
| Grant/Instrument | Exercisable | Unexercisable | Exercise Price | Expiration | Unvested RSAs (#) | RSAs Value at $30.10 |
|---|---|---|---|---|---|---|
| NQSO (1/04/2021) | 29,016 | — | $57.55 | 01/04/2031 | — | — |
| NQSO (3/04/2021) | 26,936 | — | $82.44 | 03/04/2031 | — | — |
| NQSO (3/04/2022) | 21,063 | 10,532 | $70.08 | 03/04/2032 | 6,659 | $200,436 |
| NQSO (3/03/2023) | 9,371 | 18,742 | $74.94 | 03/03/2033 | 12,454 | $374,865 |
| NQSO (3/01/2024) | — | 57,278 | $49.06 | 03/01/2034 | 37,112 | $1,117,071 |
Deferred Compensation: No NEOs, including Peyton, participated in the nonqualified deferred comp plan in 2024 or had balances at year‑end .
Employment Terms
Employment Agreement – Key Economics
| Scenario | Cash | Equity/Cash LTIP | Benefits/Other | Notes |
|---|---|---|---|---|
| Termination w/o Cause or for Good Reason (pre‑CIC) | 2x (base salary + greater of 3‑yr avg actual bonus or target) lump sum; prorated AIP for year of termination | Accelerated vest of time‑based awards that would vest in next 24 months; performance awards vest pro‑rata based on actual performance for elapsed period + up to 24 months; 24‑month option exercise window for vested options/SARs | Up to 18 months benefits; outplacement | Double‑trigger CIC protections apply elsewhere . |
| Termination w/o Cause or for Good Reason (within 24 months post‑CIC) | 3x (base salary + greater of 3‑yr avg actual bonus or target) lump sum; prorated target bonus for year of termination | Full vesting of time‑based awards; performance‑based equity and long‑term cash awards vest based on performance through CIC; amended Feb 28, 2025 to vest at target on CIC for performance‑based awards | Up to 18 months benefits; extended option exercise provisions | CIC amendment effective Feb 28, 2025 (target vesting basis) . |
Additional protections and policies:
- Clawback: Dodd‑Frank/NYSE‑compliant policy to recoup erroneously awarded incentive comp upon restatement .
- Tax: 280G “best‑net” cutback to avoid excise tax where beneficial .
- Covenants: Confidentiality, trade secrets, discoveries and non‑solicitation provisions; auto‑renewal of initial 3‑year term in one‑year increments unless notice given; no tax gross‑ups (other than certain relocation), and no guaranteed bonuses .
- Severance plan for other executives shifted to target‑based vesting upon CIC‑related qualifying terminations on Feb 19, 2025 (contextual governance change) .
Estimated payments (illustrative): If terminated by the company without cause on 12/31/2024 (pre‑CIC), total estimated value $9.17M; if within 24 months post‑CIC, $13.06M (mix of cash severance, pro‑rata bonus, equity/long‑term cash values, benefits and outplacement; subject to award performance, stock price, and plan terms) .
Performance & Track Record
Financials (DIN consolidated)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues | $831.1M | $812.3M |
| Adjusted EBITDA | $256.4M | $239.8M |
| GAAP EPS (diluted) | $6.22 | $4.22 |
| Adjusted EPS (diluted) | $6.65 | $5.34 |
| Applebee’s Domestic SSS | +0.6% (FY) | -4.2% (FY) |
| IHOP Domestic SSS | +3.5% (FY) | -2.0% (FY) |
Capital returns and balance sheet (2024): dividends ~$31M; share repurchases ~$12M; cash/equivalents/restricted $248.6M at year‑end (unrestricted ~$186.7M); adjusted FCF $106.4M .
Strategic/operational notes (2024): acquired 47 Applebee’s restaurants in Q4; development net reductions across Applebee’s; IHOP modest net additions; Applebee’s off‑premise mix ~21.6% in Q4; IHOP ~20.4% .
Leadership changes (early 2025): IHOP President retired (consulting through Mar 9, 2025, with acceleration approvals); Applebee’s President departed; Peyton appointed Interim President, Applebee’s; severance plan applied to departing executive .
Compensation Governance, Peer Group, and Say‑on‑Pay
- Compensation Committee: Independent directors; Chair Howard M. Berk; uses independent consultant Exequity for market data, plan design, risk assessment; no consultant conflicts .
- Stockholder say‑on‑pay: 92.4% support in May 2024; no program changes in response .
- Peer group (for benchmarking): 16 companies including Bloomin’ Brands, BJ’s Restaurants, Brinker, Cheesecake Factory, Cracker Barrel, Denny’s, Dave & Buster’s, Jack in the Box, Papa John’s, Shake Shack, Texas Roadhouse, Wendy’s, Wingstop, Choice Hotels, Red Robin, Wyndham; Ruth’s removed after acquisition .
- Risk controls: robust stock ownership; insider trading/hedging/pledging prohibitions; clawback; capped incentives; no repricing without shareholder approval; independent chair governance .
Vesting Schedules and Insider Selling Pressure
- Upcoming RSA vesting tranches: March 1, 2026 and March 1, 2027 (each 1/3 of 2024 RSAs) .
- NQSO vesting tranches: Options from 2024 vest 1/3 on Mar 1, 2026 and 2027 (initial third vested Mar 1, 2025); 2023 and 2022 grants on analogous anniversaries; expirations 2031–2034 .
- Selling pressure assessment: As of 12/31/2024 the “time‑vested NQSO spread value” was $0, reflecting option strikes ($49.06–$82.44) above the $30.10 share price used for valuation—reducing near‑term exercise‑driven selling incentives; policy bans hedging/pledging .
Employment Terms – Additional Details
- Deferred comp: NEOs (incl. Peyton) did not defer in 2024; plan is 409A‑compliant .
- Clawback and recoupment policy in place; no tax gross‑ups; double‑trigger required for CIC acceleration under award agreements .
- Related‑party transactions: None requiring disclosure since Jan 1, 2024 .
Investment Implications
- Pay-for-performance alignment: 2024 AIP paid 36.99% of target amid EBITDA shortfalls, negative SSS and net unit declines; three consecutive cash LTIP TSR cycles (2020–2022, 2021–2023, 2022–2024) paid 0%—a strong alignment signal when TSR underperforms .
- Retention/turnover risk: CEO equity and ownership guideline (6x salary) with no pledging and out‑of‑the‑money options as of 12/31/2024 reduce near‑term monetization pressure; upcoming RSA tranches and ongoing LTI provide retention hooks .
- Change‑in‑control economics: CEO severance of 3x cash and full/time‑based equity vesting with performance awards at “target” upon CIC (amended Feb 28, 2025) modestly increases CIC payout certainty relative to prior “actual performance” construct—incrementally shareholder‑unfriendly if used, but remains double‑trigger governed .
- Execution risk: 2024 underperformance (negative SSS; lower adj. EBITDA) and early‑2025 leadership changes (Applebee’s and IHOP) elevate short‑term execution risks under Peyton’s expanded remit as Interim Applebee’s President .
- Governance: Independent chair, fully independent key committees, high say‑on‑pay support (92.4%) and robust clawback/anti‑hedging policies are positives for oversight and alignment .