XML 56 R2.htm IDEA: XBRL DOCUMENT v3.25.4
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Summary
Compensation
Table Total for
PEO 1
($)(1)
Compensation
Actually
Paid to
PEO 1
($)(1)(2)(3)
Summary
Compensation
Table Total
for PEO 2
($)(1)
Compensation Actually paid to PEO 2
($)(1)(2)(3)
Summary Compensation Table for PEO 3
($)(1)
Compensation Actually Paid to PEO 3
($)(1)(2)(3)
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs
($)(1)
Average
Compensation
Actually Paid
to Non-PEO
NEOs
($)(1)(2)(3)
Year
2025— — — — 8,442,953 7,330,363 1,997,484 1,688,243 
2024369,231 (4,133,579)3,902,171 1,704,625 4,816,729 3,646,263 1,909,692 985,959 
20236,780,126 3,238,710 — — — — 1,532,046 909,952 
20225,635,061 (1,661,259)— — — — 1,252,937 327,652 
20217,239,979 14,304,977 — — — — 1,790,153 2,875,770 
Value of Initial Fixed $100
Investment Based On: (4)
YearTSR
($)
Peer Group TSR
($)
Net Income
($MM)
Adjusted EBITDA
($MM)(5)
202551.02 94.71 32.1 201.1 
202449.08 103.11 84.2 227.3 
202391.47 104.49 82.8 239.4 
202298.50 99.95 69.3 227.9 
2021152.99 112.67 125.0 246.7 
       
Company Selected Measure Name Adjusted EBITDA        
Named Executive Officers, Footnote
(1)For 2025, our PEO was Todd Penegor (PEO 3). For 2024, our PEOs consisted of Robert M. Lynch (PEO 1), Ravi Thanawala, who served as interim CEO for a portion of 2024 (PEO 2), and Todd A. Penegor (PEO 3). Robert M. Lynch was our PEO for each earlier year presented. The Non-PEO NEOs for whom the average compensation is presented in this table are: for 2025, Ravi Thanawala, Joseph Sieve, Caroline Miller Oyler and Kevin Vasconi; for 2024, Joseph Sieve and Caroline Miller Oyler; for 2023, Ravi Thanawala, Amanda M. Clark, Caroline Miller Oyler, Christopher K. Collins and Ann B. Gugino; for 2022, Ann B. Gugino, C. Max Wetzel, Caroline Miller Oyler, and Amanda M. Clark; and for 2021, Ann B. Gugino, C. Max Wetzel, Marvin Boakye, Caroline Miller Oyler, and James A. Norberg.
       
Peer Group Issuers, Footnote
(4)The Peer Group TSR set forth in this table utilizes the group of U.S. companies listed on Nasdaq with standard industry classification codes of: Eating and Drinking (SIC 5800-5899) (the “Peer Group TSR”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 28, 2025. The comparison assumes $100 was invested for the period starting December 27, 2020, through the end of the listed year, in the Company and the Peer Group TSR, respectively. All dollar values assume reinvestment of the pre-tax value of dividends paid by companies, where applicable. Historical stock performance is not necessarily indicative of future stock performance.
       
Adjustment To PEO Compensation, Footnote Compensation Actually Paid reflects the exclusions and inclusions for Mr. Penegor (PEO 3) and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year row are the totals from the Stock Awards column set forth in the Summary Compensation Table.
PEO 3: PenegorNon-PEO NEOs*
Prior FYE12/29/202412/29/2024
Current FYE12/28/202512/28/2025
Fiscal Year20252025
SCT Total8,442,953 1,997,484 
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(5,300,026)(963,735)
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year3,900,001 578,168 
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years215,467 66,685 
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year— — 
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied during Fiscal Year71,969 110,720 
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year— (101,079)
Compensation Actually Paid7,330,363 1,688,243 
*Amounts in this column reflect the average values for the non-PEO NEOs.
For the equity values included in the above tables, the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.
       
Non-PEO NEO Average Total Compensation Amount $ 1,997,484 $ 1,909,692 $ 1,532,046 $ 1,252,937 $ 1,790,153
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,688,243 985,959 909,952 327,652 2,875,770
Adjustment to Non-PEO NEO Compensation Footnote Compensation Actually Paid reflects the exclusions and inclusions for Mr. Penegor (PEO 3) and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year row are the totals from the Stock Awards column set forth in the Summary Compensation Table.
PEO 3: PenegorNon-PEO NEOs*
Prior FYE12/29/202412/29/2024
Current FYE12/28/202512/28/2025
Fiscal Year20252025
SCT Total8,442,953 1,997,484 
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(5,300,026)(963,735)
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year3,900,001 578,168 
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years215,467 66,685 
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year— — 
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied during Fiscal Year71,969 110,720 
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year— (101,079)
Compensation Actually Paid7,330,363 1,688,243 
*Amounts in this column reflect the average values for the non-PEO NEOs.
For the equity values included in the above tables, the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.
       
Compensation Actually Paid vs. Total Shareholder Return
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) and Peer Group TSR
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the five most recently completed fiscal years, and the cumulative TSR for the NASDAQ Stocks – Eating and Drinking Index over the same period.
3919
       
Compensation Actually Paid vs. Net Income
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years.
4235
       
Compensation Actually Paid vs. Company Selected Measure
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the five most recently completed fiscal years.
4581
       
Total Shareholder Return Vs Peer Group
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) and Peer Group TSR
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the five most recently completed fiscal years, and the cumulative TSR for the NASDAQ Stocks – Eating and Drinking Index over the same period.
3919
       
Tabular List, Table
Adjusted EBITDA
North America Comparable Sales
International Comparable Sales
Relative Shareholder Return
Cumulative System-wide Sales
Global Gross Openings
       
Total Shareholder Return Amount $ 51.02 49.08 91.47 98.50 152.99
Peer Group Total Shareholder Return Amount 94.71 103.11 104.49 99.95 112.67
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest $ 32,100,000 $ 84,200,000 $ 82,800,000 $ 69,300,000 $ 125,000,000.0
Company Selected Measure Amount 201,100,000 227,300,000 239,400,000 227,900,000 246,700,000
PEO Name Todd Penegor   Robert M. Lynch Robert M. Lynch Robert M. Lynch
Additional 402(v) Disclosure The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K. These amounts reflect the Summary Compensation Table total for each year, with certain adjustments as described in Footnote 3 below.        
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Non-GAAP Measure Description The table reflects Adjusted EBITDA for 2025 and all prior years. While Adjusted Operating Income was used in 2024 and Post-MIP Operating Income for years 2023, 2022, and 2021, as disclosed in previous proxy statements, the Compensation Committee believes that Adjusted EBITDA better links compensation actually paid and company performance this year, as discussed in the Compensation Discussion & Analysis section of this proxy statement. Adjusted EBITDA is a non-GAAP financial measure. See Annex A to this Proxy Statement for a reconciliation of Adjusted EBITDA to our results as reported under GAAP. We may determine a different financial performance measure to be the most important financial performance measure in future years.        
Measure:: 2          
Pay vs Performance Disclosure          
Name North America Comparable Sales        
Measure:: 3          
Pay vs Performance Disclosure          
Name International Comparable Sales        
Measure:: 4          
Pay vs Performance Disclosure          
Name Relative Shareholder Return        
Measure:: 5          
Pay vs Performance Disclosure          
Name Cumulative System-wide Sales        
Measure:: 6          
Pay vs Performance Disclosure          
Name Global Gross Openings        
Todd A. Penegor [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 8,442,953 $ 4,816,729      
PEO Actually Paid Compensation Amount 7,330,363 $ 3,646,263      
PEO Name   Todd A. Penegor      
Robert M. Lynch [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount   $ 369,231 $ 6,780,126 $ 5,635,061 $ 7,239,979
PEO Actually Paid Compensation Amount   $ (4,133,579) $ 3,238,710 $ (1,661,259) $ 14,304,977
PEO Name   Robert M. Lynch      
Ravi Thanawala [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount   $ 3,902,171      
PEO Actually Paid Compensation Amount   $ 1,704,625      
PEO Name   Ravi Thanawala      
PEO | Todd A. Penegor [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (5,300,026)        
PEO | Todd A. Penegor [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,900,001        
PEO | Todd A. Penegor [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 215,467        
PEO | Todd A. Penegor [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Todd A. Penegor [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 71,969        
PEO | Todd A. Penegor [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (963,735)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 578,168        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 66,685        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 110,720        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (101,079)