Pay versus Performance

In accordance with Item 402(v) of SEC Regulation

S-K,

we are providing the following information about the relationship between executive compensation actually paid, as defined by the SEC (“CAP”) to our principal executive officer (“PEO”) and

non-PEO

Named Executive

(“Non-PEO

NEOs”) and certain aspects of our financial performance. The Compensation Committee does not utilize CAP as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please see our Compensation Discussion & Analysis.

The following table summarizes total compensation for our PEO as set forth in our Summary Compensation Table, CAP to our PEO, average total compensation for our

Non-PEO

NEOs as set forth in our Summary Compensation Table, and average CAP to our

Non-PEO

NEOs, each as calculated in accordance with SEC rules, and certain Company and peer group performance measures for the periods indicated:


		Pay versus Performance Table
		Pay versus Performance Table



																		Value of Initial Fixed $100 Investment Based On (4) :				In Thousands

Fiscal Year (1)	Summary Compensation Table Total for Mr. Richmond PEO 1 (2)		Summary Compensation Table Total for Mr. Levin PEO 2 (2)		Summary Compensation Table Total for Mr. Trojan PEO 3 (2)		Compensation Actually Paid to Mr. Richmond PEO 1 (3)		Compensation Actually Paid to Mr. Levin PEO 2 (3)			Compensation Actually Paid to Mr. Trojan PEO 3 (3)		Average Summary Compensation Table Total for Non-PEO NEOs (2)		Average Compensation Actually Paid to Non-PEO NEOs (3)		Total Shareholder Return		Peer Group Total Shareholder Return (5)		Net Income (Loss)			Adjusted EBITDA 6 )

2024		$1,056,310		$4,418,732		N/A		$1,139,255		($1,060,136	)		N/A		$959,604		$830,157		$92.56		$139.43		$16,687			$117,099

2023		N/A		$3,578,502		N/A		N/A		$4,253,370			N/A		$953,363		$1,032,177		$94.86		$117.55		$19,660			$103,778

2022		N/A		$2,650,029		N/A		N/A		$1,945,628			N/A		$719,955		$396,206		$69.49		$96.84		$4,076			$77,885

2021		N/A		$2,519,663		$3,711,615		N/A		$2,579,184			$4,267,251		$856,556		$861,636		$91.02		$121.51		$(3,606	)		$70,523

2020		N/A		N/A		$2,420,804		N/A		N/A			$3,039,372		$696,597		$688,107		$101.40		$126.87		$(57,885	)		$10,347

(1)	Mr. Richmond succeeded Mr. Levin as PEO on August 28, 2024, and Mr. Levin succeeded Mr. Trojan as PEO on September 1, 2021. Our Non-PEO NEOs for the applicable fiscal years were as follows:

•

Fiscal Year 2024: Mr. Houdek, Mr. Lynds, Mr. Shin and Mr. Tick

•

Fiscal Year 2023: Mr. Houdek, Mr. Lynds, Ms. Kendra D. Miller, and Mr. Shin

•

Fiscal Year 2022: Mr. Houdek, Mr. Lynds, Ms. Miller, and Mr. Krakower

•

Fiscal Year 2021: Mr. Houdek, Mr. Kevin E. Mayer, Mr. Lynds, and Ms. Miller

•

Fiscal Year 2020: Mr. Levin, Mr. Mayer, Mr. Lynds, Mr. Lon F. Ledwith, and Ms. Miller

(2)

Amounts reported in these columns represent the total compensation reported in the Summary Compensation Table for the applicable fiscal year in the case of our PEOs, Messrs. Richmond, Levin and Trojan, and the average of the total compensation reported in the Summary Compensation Table for the applicable fiscal year for our

Non-PEO

NEOs reported for the applicable fiscal year.

(3)

Amounts reported in these columns represent CAP; adjustments were made to the amounts reported in the Summary Compensation Table for the applicable fiscal year. A reconciliation of the adjustments for our PEOs, Messrs. Richmond, Levin and Trojan, and for the average of the

Non-PEO

NEOs is set forth in the following table, which describes the adjustments, each of which is prescribed by the SEC rules, to calculate the CAP amounts from Summary Compensation Table amounts.

(4)	Total Shareholder Return (“TSR”) is cumulative for the measurement periods beginning on December 31, 2019 and ending on the last day in fiscal year 2024, 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K.

(5)	“Peer Group” represents the S&P 600 Restaurant Group Index, which we have identified as our peer group for purposes of Item 402(v) and which we use for purposes of compliance with Item 201(e) of Regulation S-K.

(6)

We have determined that Adjusted EBITDA is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to our named executive officers, for the most recently completed fiscal year, to company performance.


		Reconciliation of Summary Compensation to Compensation Actually Paid (PEOs)



	Fiscal 2024								Fiscal 2023				Fiscal 2022				Fiscal 2021								Fiscal 2020

	Mr. Richmond PEO 1				Mr. Levin PEO 2				Mr. Levin PEO 1				Mr. Levin PEO 1				Mr. Levin PEO 1				Mr. Trojan PEO 2				Mr. Trojan PEO 2

Summary Compensation Table		$	1,056,310			$	4,418,732			$	3,578,502			$	2,650,029			$	2,519,663			$	3,711,615			$	2,420,804

Minus Stock Award Reported in Summary Compensation Table for the Fiscal Year			(360,013	)			(1,394,651	)			(1,333,392	)			(1,000,047	)			(908,372	)			(1,333,370	)			(1,069,905	)

Minus Stock Option Award Value Reported Summary Compensation Table for the Fiscal Year			(359,584	)			(665,888	)			(665,911	)			(499,884	)			(641,625	)			(666,559	)			(500,260	)

(Minus) Plus Year End Fair Value of Equity Awards Granted During the Fiscal Year that Remain Outstanding and Unvested as of Last Day of the Fiscal Year			802,542				—				2,360,290				1,331,266				1,408,643				1,997,836				1,891,623

(Minus) Plus Year over Year Change in Fair Value as of the Last Day of the Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Years			—				—				516,915				(461,714	)			11,391				29,036				119,751

Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year			—				—				—				—				—				—				69,864

(Minus) Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Fiscal Year			—				(707,095	)			(203,034	)			(76,232	)			183,544				511,023				84,993

Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year			—				(2,711,234	)			—				—				—				—				—

Plus Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Fiscal Year			—				—				—				2,210				5,940				17,670				22,502

Compensation Actually Paid		$	1,139,255			$	(1,060,136	)		$	4,253,370			$	1,945,628			$	2,579,184			$	4,267,251			$	3,039,372


		Reconciliation of Average Summary Compensation to Average Compensation Actually Paid (Non-PEO NEOs)



	Fiscal 2024			Fiscal 2023			Fiscal 2022			Fiscal 2021			Fiscal 2020

Summary Compensation Table	$	959,604		$	953,363		$	719,955		$	856,556		$	696,597

Minus Stock Award Reported in Summary Compensation Table for the Fiscal Year		(236,301	)		(175,050	)		(145,877	)		(219,040	)		(230,778	)

Minus Stock Option Award Value Reported Summary Compensation Table for the Fiscal Year		(152,001	)		(87,413	)		(72,903	)		(85,835	)		(100,054	)

(Minus) Plus Year End Fair Value of Equity Awards Granted During the Fiscal Year that Remain Outstanding and Unvested as of Last Day of the Fiscal Year		311,324			301,001			177,747			254,557			270,478

(Minus) Plus Year over Year Change in Fair Value as of the Last Day of the Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Years		12,280			82,436			(170,290	)		1,686			15,973

Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year		—			—			—			2,404			24,223

(Minus) Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Fiscal Year		(64,749	)		(42,160	)		(47,447	)		49,705			8,989

Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year		—			—			(66,235	)		—			—

Plus Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Fiscal Year		—			—			1,256			1,603			2,679

Compensation Actually Paid	$	830,157		$	1,032,177		$	396,206		$	861,636		$	688,107

Named Executive Officers, Footnote

(1)	Mr. Richmond succeeded Mr. Levin as PEO on August 28, 2024, and Mr. Levin succeeded Mr. Trojan as PEO on September 1, 2021. Our Non-PEO NEOs for the applicable fiscal years were as follows:

•

Fiscal Year 2024: Mr. Houdek, Mr. Lynds, Mr. Shin and Mr. Tick

•

Fiscal Year 2023: Mr. Houdek, Mr. Lynds, Ms. Kendra D. Miller, and Mr. Shin

•

Fiscal Year 2022: Mr. Houdek, Mr. Lynds, Ms. Miller, and Mr. Krakower

•

Fiscal Year 2021: Mr. Houdek, Mr. Kevin E. Mayer, Mr. Lynds, and Ms. Miller

•

Fiscal Year 2020: Mr. Levin, Mr. Mayer, Mr. Lynds, Mr. Lon F. Ledwith, and Ms. Miller

Adjustment To PEO Compensation, Footnote



	Fiscal 2024								Fiscal 2023				Fiscal 2022				Fiscal 2021								Fiscal 2020

	Mr. Richmond PEO 1				Mr. Levin PEO 2				Mr. Levin PEO 1				Mr. Levin PEO 1				Mr. Levin PEO 1				Mr. Trojan PEO 2				Mr. Trojan PEO 2

Summary Compensation Table		$	1,056,310			$	4,418,732			$	3,578,502			$	2,650,029			$	2,519,663			$	3,711,615			$	2,420,804

Minus Stock Award Reported in Summary Compensation Table for the Fiscal Year			(360,013	)			(1,394,651	)			(1,333,392	)			(1,000,047	)			(908,372	)			(1,333,370	)			(1,069,905	)

Minus Stock Option Award Value Reported Summary Compensation Table for the Fiscal Year			(359,584	)			(665,888	)			(665,911	)			(499,884	)			(641,625	)			(666,559	)			(500,260	)

(Minus) Plus Year End Fair Value of Equity Awards Granted During the Fiscal Year that Remain Outstanding and Unvested as of Last Day of the Fiscal Year			802,542				—				2,360,290				1,331,266				1,408,643				1,997,836				1,891,623

(Minus) Plus Year over Year Change in Fair Value as of the Last Day of the Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Years			—				—				516,915				(461,714	)			11,391				29,036				119,751

Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year			—				—				—				—				—				—				69,864

(Minus) Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Fiscal Year			—				(707,095	)			(203,034	)			(76,232	)			183,544				511,023				84,993

Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year			—				(2,711,234	)			—				—				—				—				—

Plus Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Fiscal Year			—				—				—				2,210				5,940				17,670				22,502

Compensation Actually Paid		$	1,139,255			$	(1,060,136	)		$	4,253,370			$	1,945,628			$	2,579,184			$	4,267,251			$	3,039,372

Non-PEO NEO Average Compensation Actually Paid Amount

$ 830,157

1,032,177

396,206

861,636

688,107

Compensation Actually Paid vs. Total Shareholder Return

Relationship between CAP and TSR

The graph below illustrates the relationship between TSR and our Peer Group TSR as well as the relationship between CAP and TSR for our PEO and average

Non-PEO

NEOs.

Compensation Actually Paid vs. Company Selected Measure

Relationship between CAP and Adjusted EBITDA (our Company-Selected Measure)

The graph below reflects the relationship between our PEO and average

Non-PEO

NEOs CAP and our Adjusted EBITDA for the applicable fiscal year.

Tabular List, Table

Performance Measures Used to Link Company Performance and CAP

The following is a list of performance measures, which in our assessment represent the most important performance measures we use to link compensation actually paid to the Named Executive Officers for fiscal 2024. Each metric below is used for purposes of determining payouts under either our annual incentive program or vesting of our performance stock units. Please see the Compensation Discussion and Analysis for a further description of these metrics and how they are used in our executive compensation program.

1.

Adjusted EBITDA

2.

Comparable Restaurant Sales as measured against Black Box

3.

Weekly Sales Average

Peer Group Total Shareholder Return Amount

139.43

117.55

96.84

121.51

126.87

Company Selected Measure Amount

117,099,000

103,778,000

77,885,000

70,523,000

10,347,000