UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Dine Brands Global, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

450 North Brand Boulevard

Glendale, California 91203

(866) 995-DINE

April 2, 2018

Dear Fellow Stockholders:

We are pleased to invite you to attend the 2018 Annual Meeting of Stockholders of Dine Brands Global, Inc., which will be held on Tuesday, May 15, 2018, at 8:00 a.m., Local Time, at our offices located at 450 North Brand Boulevard, Glendale, California 91203. At this year’s Annual Meeting, you will be asked to: (i) elect the three Class III directors identified in this proxy statement; (ii) ratify the appointment of Ernst & Young LLP as our independent auditor; and (iii) approve, on an advisory basis, the compensation of our named executive officers.

Whether or not you plan to attend the Annual Meeting in person, 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: FOR the election of each of the Class III directors identified in this proxy statement; FOR the ratification of the appointment of Ernst & Young LLP as our independent auditor; and FOR the approval, on an advisory basis, of the compensation of our named executive officers.

Thank you for your continued support of and interest in Dine Brands Global, Inc. We look forward to seeing you on May 15^th.

Sincerely yours,

450 North Brand Boulevard

Glendale, California 91203

(866) 995-DINE

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 15, 2018

April 2, 2018

To the Stockholders of Dine Brands Global, Inc.:

NOTICE IS HEREBY GIVEN that the 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of Dine Brands Global, Inc., a Delaware corporation (the “Corporation”), will be held at the Corporation’s offices located at 450 North Brand Boulevard, Glendale, California 91203, on Tuesday, May 15, 2018, at 8:00 a.m., Local Time, for the following purposes as more fully described in the accompanying proxy statement:

Only stockholders of record at the close of business on March 19, 2018, 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,

Bryan R. Adel

Senior Vice President, Legal, General Counsel and Secretary

Important Notice Regarding the Availability of

Proxy Materials for the Annual Meeting of Stockholders

of Dine Brands Global, Inc.

to be Held on May 15, 2018

The notice of the Annual Meeting, proxy statement and 2017 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 in person. If you attend the Annual Meeting, you may vote in person if you wish, even if you have previously voted by another method.

Table of Contents

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450 North Brand Boulevard

Glendale, California 91203

(866) 995-DINE

PROXY STATEMENT FOR THE 2018 ANNUAL MEETING OF STOCKHOLDERS

QUESTIONS AND ANSWERS

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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.

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 April 2, 2018. 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.

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CORPORATE GOVERNANCE

Current Board of Directors

There are currently 10 members of the Board of Directors who are divided into the following three classes:

Class I directors will serve until the annual meeting in 2019, Class II directors will serve until the annual meeting in 2020 and Class III directors will serve until the Annual Meeting (in each case until their respective successors are duly elected and qualified). At the Annual Meeting, three Class III directors will be elected to serve a term of three years and until their respective successors are duly elected and qualified.

The Structure of the Board of Directors

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 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.

Effective September 2017, the Board of Directors approved changes to the Corporation’s Amended Bylaws to 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 was elected to serve as the independent Chairman of the Board of Directors effective 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.

In December 2017, the Board of Directors approved changes to the Corporation’s Corporate Governance Guidelines to 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:

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Prior to September 2017, the roles of Chairman of the Board of Directors and Chief Executive Officer were combined and held by Julia A. Stewart from May 2006 to March 2017 and Mr. Dahl from March 2017 to September 2017. During the time the roles of Chairman of the Board of Directors and Chief Executive Officer were combined, the Board of Directors considered it useful and appropriate to appoint a Lead Director from among the independent directors to coordinate the activities of the independent directors. Mr. Dahl served as the Lead Director from January 2010 to March 2017, and Caroline W. Nahas served as the Lead Director from March 2017 to September 2017.

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 key members of the 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, Risk Management, who reports regularly to the Audit and Finance Committee and the Board of Directors.

The Audit and Finance Committee oversees the Corporation’s policies with respect to risk assessment and risk management. In addition, the Audit and Finance Committee oversees and evaluates the management of risks associated with accounting, auditing, financial reporting, internal controls over financial reporting and cybersecurity. The Audit and Finance 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 and Finance 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.

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

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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, Larry A. Kay, Caroline W. Nahas, Douglas M. Pasquale, Gilbert T. Ray, Patrick W. Rose 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 making its determination, the Board of Directors considered, amongst other factors, Mr. Berk’s position as a partner of MSD Capital, L.P. and the fact that MSD Capital, L.P. may be deemed to beneficially own 741,631 shares of the Corporation’s Common Stock.

Prior to Richard J. Dahl assuming the role of Interim Chief Executive Officer in March 2017, the Board of Directors affirmatively determined that Mr. Dahl had no material relationships (other than his service as a director on the Board of Directors) with the Corporation and therefore qualified as independent. In addition, after Mr. Dahl ceased service as the Interim Chief Executive Officer in September 2017, the Board of Directors affirmatively determined that Mr. Dahl qualified as independent. In making its determinations, the Board of Directors considered NYSE independence rules with respect to directors who serve as interim executive officers.

Effective September 12, 2017, concurrent with his appointment as Chief Executive Officer, Stephen P. Joyce no longer qualifies as an independent director. While serving in the role of Interim Chief Executive Officer from March 2017 to September 2017, Mr. Dahl did not qualify as an independent director. Prior to her departure from the Corporation and the Board of Directors in March 2017, Julia A. Stewart served as an executive officer of the Corporation and therefore did 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 we consider essential to running the 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 and Finance 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 and Finance 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 and Finance Committee, and any such waiver shall be promptly disclosed to the Corporation’s stockholders. The Board of Directors and the Audit and Finance Committee review whether such waivers are in the best interests of the Corporation and

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its stockholders, taking into account all relevant factors. In 2017, 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.

Director Attendance at Meetings

Directors are expected to attend the Corporation’s Annual Meeting. All directors attended the 2017 annual meeting of stockholders. The Board of Directors held sixteen meetings during 2017. During 2017, 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 a majority of committee meetings. The independent Chairman of the Board of Directors presides during executive sessions of the Board of Directors. Prior to the election of the independent Chairman of the Board of Directors, the Lead Director presided 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

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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. Under special circumstances, 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.

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. The Nominating and Corporate Governance Committee waived this guideline for Mr. Dahl, who served in the role of Chairman of the Board of Directors and Interim Chief Executive Officer from March 2017 to September 2017. Mr. Dahl serves on the boards of directors of Hawaiian Electric Industries, Inc. and its subsidiary, Hawaiian Electric Company, Inc. Mr. Dahl also serves on the boards of directors of IDACORP, Inc. and its subsidiary, Idaho Power Company. In making its determination to waive this guideline for Mr. Dahl, the Nominating and Corporate Governance Committee considered the nature of Mr. Dahl’s service on other public company boards of directors, Mr. Dahl’s substantial skills, experience and expertise and the special circumstances surrounding his temporary service as an executive of the Corporation. In addition, Mr. Dahl serves on the audit committees of IDACORP, Inc. and its subsidiary, Idaho Power Company, and Hawaiian Electric Industries, Inc. and its subsidiary, Hawaiian Electric Company, Inc., which is considered by the NYSE to be service on four separate public company audit committees. Mr. Dahl also serves on our Audit and Finance Committee. The Board of Directors has determined that Mr. Dahl’s simultaneous service on the aforementioned audit committees does not impair Mr. Dahl’s ability to effectively serve on the Corporation’s Audit and Finance Committee.

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 and Finance 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 and Finance 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 and Finance Committee. The charter of the Nominating and Corporate Governance Committee of the Board of Directors provides that it will consider 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 and Finance Committee provides that it will review any related party transactions. Since January 1, 2017, 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.

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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 and Finance 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 and Finance 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 2017. In October 2017, the Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, approved significant changes to the membership of the committees. 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.

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Board of Directors Nominations

Consistent with its charter, 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 seeks to identify 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.

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The Nominating and Corporate Governance Committee conducted an evaluation and assessment of each director whose term expires in 2018 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 Richard J. Dahl, Stephen P. Joyce and Lilian C. Tomovich be nominated for re-election to the Board of Directors. Patrick W. Rose will retire as of the Annual Meeting and will not stand for re-election to the Board of Directors at the Annual Meeting. Ms. Tomovich joined the Board of Directors in January 2017 and was recommended for election to our Board of Directors after a comprehensive nationwide search conducted by a reputable worldwide executive search firm. The Board of Directors reviewed and accepted the Nominating and Corporate Governance Committee’s recommendation and has nominated Richard J. Dahl, Stephen P. Joyce 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.

The Nominating and Corporate Governance Committee did not receive any recommendations from stockholders proposing candidates for election to the Board of Directors at the Annual Meeting.

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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 is comprised of retainers for Board of Directors membership and retainers for serving as a member and/or chair of a Board of Directors committee and as the Chairman of the Board of Directors. Upon the separation of the Chairman and Chief Executive Officer positions and the designation of an independent Chairman of the Board of Directors, the Board of Directors set the annual Chairman of the Board of Directors retainer to be $125,000. In determining the amount of the retainer, the Board of Directors considered input from Exequity LLP, the Compensation Committee’s independent consultant, and the increased role of the independent Chairman of the Board of Directors. Previously, the Lead Director also received a retainer of $25,000 which was increased to $100,000 in March 2017. The increase in the Lead Director fees reflected the increased role of the Lead Director during the search for a permanent Chief Executive Officer.

During 2017, 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:

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 DineEquity, Inc. 2016 Stock Incentive Plan (“2016 Stock Incentive Plan”), non-employee directors may receive periodic grants of stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), stock appreciation rights (“SARs”) or performance unit awards. In February 2017, equity awards valued at approximately $105,000 in the form of RSUs were granted to each non-employee director under the 2016 Stock Incentive Plan. All of the currently outstanding RSUs granted to non-employee directors will generally vest on the third anniversary of the grant date. 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 fees and equity award compensation pursuant to the DineEquity, 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. Directors are expected to meet the ownership guidelines within five years of joining the Board of Directors. Upon review by the Compensation Committee in 2017, all directors met, were on track to meet, or exceeded the ownership guidelines.

Director Compensation Table for 2017

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 2017. During their service as Chief Executive

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Officer of the Corporation, Mr. Joyce and Ms. Stewart did not receive any additional compensation for their concurrent service as a director. Mr. Dahl did not receive any additional cash compensation during his tenure as Interim Chief Executive Officer, but did receive his annual non-employee director grant given the interim nature of his role. Please see the 2017 Summary Compensation Table for the compensation received by Mr. Joyce, Mr. Dahl and Ms. Stewart in their capacity as Chief Executive Officer.

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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 19, 2018, as noted below. The percentages of Common Stock ownership have been calculated based upon 17,942,813 shares of Common Stock outstanding as of March 19, 2018.

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Security Ownership of Management

The following table sets forth as of March 19, 2018 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 19, 2018, 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 17,942,813 shares of Common Stock outstanding as of March 19, 2018.

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Directors also hold RSUs that are not included in the beneficial ownership table because vesting will not occur within 60 days of March 19, 2018. The amounts of RSUs held by non-employee directors as of December 31, 2017 are provided in the section of this proxy statement entitled “Director Compensation.”

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires that the Corporation’s directors, executive officers and persons who own more than ten percent of the Corporation’s equity securities file reports of ownership and changes in ownership with the SEC. Based on its review of such reports and other information furnished by the directors and executive officers, the Corporation believes that all reports required to be filed pursuant to Section 16(a) of the Exchange Act were filed on a timely basis in 2017.

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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

Daniel J. Brestle (Chairman)

Howard M. Berk

Caroline W. Nahas

Patrick W. Rose

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 2017.

The Corporation navigated through several NEO transitions in 2017:

In addition to the above NEOs, the following executive officers were also NEOs in 2017:

Unless otherwise stated herein, references to our NEOs in the below discussions regarding 2017 compensation decisions exclude executives serving or having served as our chief executive officer in 2017: Mr. Joyce, Mr. Dahl and Ms. Stewart. Compensation decisions for these NEOs were evaluated and determined on a stand-alone basis, separate and apart from our

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other NEOs, to account for the unique nature of their service to the Corporation and, in the case of Ms. Stewart, the circumstances surrounding her departure. Compensation discussions for Mr. Joyce, Mr. Dahl and Ms. Stewart are discussed under a separate section called Compensation Discussion related to Management Transitions. Compensation decisions for Mr. Kalvin in connection with his service as Interim Chief Financial Officer and sign-on compensation awarded to Mr. Cywinski in connection with his assumption of the role of President, Applebee’s Business Unit, are also addressed in the section called Compensation Discussion related to Management Transitions.

Executive Summary

2017 Fiscal Year Performance Highlights^† and Link to Pay Decisions

While 2017 continued to be a challenging environment for casual and family dining, the Corporation and its IHOP and Applebee’s Business Units delivered several accomplishments against key strategic priorities. These are highlighted by the following 2017 key accomplishments:

2017 was a year of transition for the Corporation and excellent progress was made to stabilize and grow performance at both the Applebee’s and IHOP Business Units. Despite several achievements, the performance against most metrics under the Corporation’s incentive plans fell below expectations:

“Adjusted Earnings Per Share” (or “AEPS”) is defined as total adjusted net income available to common stockholders divided by weighted average diluted shares. AEPS is considered to be a non-U.S. GAAP measure. Reconciliation of U.S. GAAP earnings per share to AEPS is provided in Appendix A.

“Operating Profit” is defined as Segment Profit plus gains on asset dispositions, less Direct G&A and losses on asset dispositions. Segment Profit is defined as segment revenues less segment expenses. Direct G&A is defined as general and administrative expenses directly incurred at operating units excluding any allocation of shared service and general corporate overhead.

“Same Restaurant Sales” is a key performance indicator that has a direct impact on system wide retail sales that drive our franchise royalty revenues.

“Net Franchise Restaurant Development” for the Corporation is defined as the number of new restaurants opened during the fiscal year, less any restaurant closings.

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We believe the Corporation’s 2017 compensation results were commensurate with the Corporation’s performance, reflecting the Corporation’s pay-for-performance philosophy:

Compensation Policies, Practices and Corporate 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 2017 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:

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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:

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

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of the Chief Executive Officer’s performance, the Chairman of the Board of Directors, and previously, the Lead Director, and 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 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 2017, 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 2017, Exequity performed the following services:

Exequity did not provide any additional services to the Corporation during 2017 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 100% franchised business model is uncommon amongst its peer group. The majority of the peer companies have company-owned restaurants. We believe our fully franchised business model requires less capital

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investment and general and administrative overhead, generates higher gross profit margins and reduces volatility of adjusted free cash flow performance as compared to owning 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 sales, market capitalization and enterprise value and the ratio of these metrics per employee. The Corporation ranked in the first quartile in sales and in market capitalization and second quartile in enterprise value. The Corporation ranked higher than all but one peer company in sales per employee and enterprise value per employee, and all but two peer companies in market capitalization per employee. The NEO Peer Group consists of companies in the Corporation’s industry that the Compensation Committee believes to approximate the Corporation’s general labor market for top executive talent.

The NEO Peer Group used for evaluating 2017 compensation decisions consisted of the companies set forth below, which was the same NEO Peer Group that was used to evaluate 2016 compensation decisions other than Popeyes Louisiana Kitchen which was removed from the peer group as a result of their acquisition by Restaurant Brands International in 2017.

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 2017 AON Hewitt US Total Compensation by Industry Survey and the 2017 Chain Restaurant Total Rewards Association Executive and Management Compensation Survey, which provided general industry and restaurant industry pay data on executive positions for companies with comparable sales.

The Role of the Stockholder Say on Pay Votes

The Corporation provides its stockholders with the opportunity to cast an annual advisory vote on executive compensation (a “say on pay proposal”). At the Corporation’s annual meeting of stockholders held in May 2017, approximately 77% 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 2017 proxy statement. The Compensation Committee believes the 2017 say on pay vote reflects stockholders’ support of the Corporation’s approach to executive compensation. The Compensation Committee will continue to consider the outcome of the Corporation’s say on pay votes when making future compensation decisions for the NEOs.

Compensation Discussion Related to Management Transitions

As discussed above, the Corporation navigated through several management transitions in 2017. Given the unique and individualized circumstances surrounding each transition, we will discuss compensation decisions for each individual who served as our chief executive officer during 2017, our Interim Chief Financial Officer and our President, Applebee’s Business Unit in this section. Compensation discussions relating to our other NEOs will be discussed below under Elements of the Compensation Program For NEOs.

Stephen P. Joyce

Mr. Joyce’s compensation consists of the following: (1) an annual base salary of $1,000,000; (2) participation in the Corporation’s annual incentive plan for 2018 through 2020 with a target payout of 100% of base salary; (3) a one-time cash sign-on bonus of $750,000; and (4) a commuting allowance of $125,000 per year and a temporary housing allowance of $125,000 per year. Mr. Joyce did not participate in the 2017 Annual Incentive Plan.

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In addition, Mr. Joyce received a one-time grant of 75,000 time-based RSUs, which will cliff vest on February 1, 2021 assuming Mr. Joyce remains continuously employed by the Corporation through such date. Mr. Joyce also received 350,000 performance- and time-based non-qualified stock options (“NQSO”) and 175,000 performance- and time-based RSUs. The performance- and time-based equity awards will cliff vest on February 1, 2021 based on Mr. Joyce’s achievement of certain price targets for the Corporation’s common stock and if Mr. Joyce remains continuously employed by the Corporation through such vesting date. The stock price targets were designed to be challenging but reasonably achievable with strong performance by the Corporation. Mr. Joyce’s long-term incentive awards were intended to cover the entire term of his employment agreement, and it is currently not anticipated that he will receive any additional equity awards prior to the end of the term of his current employment agreement on February 1, 2021.

In determining the compensation for Mr. Joyce, the Compensation Committee considered the current state of the business and Mr. Joyce’s role in returning the Corporation to growth, along with competitive market data and the input of Exequity. The Compensation Committee also considered Mr. Joyce’s previous experience and proven track record for returning companies to growth.

Richard J. Dahl

In connection with Mr. Dahl’s appointment as Interim Chief Executive Officer, Mr. Dahl received an annual base salary of $1,500,000, pro-rated to $905,068 for the portion of time Mr. Dahl served as Interim Chief Executive Officer in 2017, and a grant of 50,000 NQSOs, which will vest as to one-third of the shares on each of March 21, 2018, 2019 and 2020. Mr. Dahl did not participate in the Corporation’s 2017 Annual Incentive Plan. In addition, the Corporation agreed to reimburse or otherwise compensate Mr. Dahl for commuting expenses during his tenure as Interim Chief Executive Officer.

In determining the compensation for Mr. Dahl, the Compensation Committee considered competitive market data and the temporary nature of Mr. Dahl’s service as Interim Chief Executive Officer along with input from Exequity.

Julia A. Stewart

Upon Ms. Stewart’s departure from the Corporation, she received severance payments and benefits consistent with her employment agreement dated as of November 1, 2008. In recognition of Ms. Stewarts’ years of service to the Corporation and for the execution of a general release of all claims and liabilities against the Corporation, Ms. Stewart was provided an additional payment of $500,000 less applicable taxes, withholdings and deductions required by law, an additional 12 months (in addition to the 24 months provided for in her employment agreement) to exercise any stock options or stock appreciation rights held by Ms. Stewart and reimbursement for reasonable attorney’s fees of $51,293 incurred by Ms. Stewart in connection with discussions regarding her separation agreement.

Greggory H. Kalvin

During the period that Mr. Kalvin serves as Interim Chief Financial Officer, Mr. Kalvin receives an additional $66,000 in annual compensation and his target bonus under the Corporation’s annual cash incentive plan was temporarily increased from 50% to 75%. He was also provided a one-time equity award grant of $200,000 in RSAs which will vest in full upon the third anniversary of the grant date, provided Mr. Kalvin remains continuously employed through the vesting date. In determining Mr. Kalvin’s increased compensation, the Compensation Committee considered compensation of other chief financial officers, both prior chief financial officers of the Corporation and other similarly situated chief financial officers of comparable companies, the level and type of responsibilities associated with the position, the interim nature of the role and input from Exequity.

John C. Cywinski

In connection with Mr. Cywinski’s appointment as the President, Applebee’s Business Unit in March 2017, Mr. Cywinski received a sign-on RSA award valued at $1,500,040, a sign-on cash bonus of $150,000 and participation in the 2016-2018 cash LTIP cycle. In addition, as discussed further below under Perquisites, the Corporation provided Mr. Cywinski a relocation benefits package.

In determining the compensation for Mr. Cywinski, the Compensation Committee considered the state of the Applebee’s business and the importance of Mr. Cywinski’s leadership role to return the Applebee’s Business Unit to growth along with competitive market data and the input of Exequity.

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Elements of the Compensation Program For NEOs

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

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 LTI awards.

The TDCO for each NEO is generally set to fall within the third quartile (i.e., between the 50^th and 75^th percentiles) of relevant benchmark data. Rather than striving for a single market reference point, the Compensation Committee believes that a broader, third-quartile positioning provides appropriate flexibility in tailoring award opportunities based on a variety of factors such as performance, experience level, internal equity and external competitiveness.

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The TDCO for 2017, as reviewed and approved by the Compensation Committee for the NEOs, is listed in the following table. TDCO differs from the total compensation amounts reported in the 2017 Summary Compensation Table in that it includes the target annual cash incentive opportunity while the 2017 Summary Compensation Table includes the amounts actually earned under the 2017 Annual Incentive Plan. Further, TDCO does not include amounts set forth in the “All Other Compensation” column of the 2017 Summary Compensation Table. In addition, TDCO includes the value of the target opportunity under the cash LTIP grant at the time it is awarded whereas the 2017 Summary Compensation Table includes the actual value earned, if any, based upon performance under the cash LTIP after the completion of the performance period. The TDCO also includes one-time recognition RSAs awarded to Mr. Kalvin valued at $200,020 for service as Interim Chief Financial Officer.

Total Direct Compensation Opportunity

A significant portion of executive pay has been structured to be contingent on satisfying performance goals and increasing stockholder value. Accordingly, executives will not realize the incentive portion of their TDCO unless these objectives are satisfied. For the NEOs, an average of 66% of 2017 TDCO was linked to performance and/or increasing stockholder value. Mr. Kalvin’s TDCO includes the additional compensation provided while he serves as Interim Chief Financial Officer as referenced above in Compensation Discussion Related to Management Transitions.

See the section entitled “Compensation Decisions Made in 2017” in this proxy statement for additional information regarding the elements of compensation for NEOs.

The chart below illustrates the 2017 pay mix for the NEOs serving as of December 31, 2017. As noted above, we are excluding individuals who served as Chief Executive Officer during the year from this chart in light of the unique nature of their 2017 compensation. Please see Compensation Discussion Related to Management Transitions for further information regarding the compensation paid to each individual who served as Chief Executive Officer during the year and for information regarding additional compensation for our Interim Chief Financial Officer.

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Compensation Decisions Made in 2017

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 and Chain Restaurant surveys 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 reliable points of reference to determine whether and to what extent it is establishing competitive levels of compensation for the NEOs.

In February 2017, the Compensation Committee set annual base salaries for 2017 as follows:

Base salary increases for the NEOs were based on individual performance and external market competitiveness. Mr. del Olmo’s increase reflected his promotion to include leadership over the Corporation’s development function while maintaining his role as President of the International Business Unit. Mr. Kalvin also receives additional annual compensation of $66,000 while serving as Interim Chief Financial Officer. Mr. Adel’s base salary was subsequently increased by an additional 6.8% to $475,000 in recognition of the expanded scope of his role to include information security, internal audit and franchise administration. Mr. Cywinski’s base salary was set at $575,000, effective March 9, 2017.

Performance- and Stock-Based Compensation

Annual Cash Incentives

In early 2017, the Compensation Committee approved the 2017 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. The 2017 Annual Incentive Plan operates under the Corporation’s stockholder-approved plan, which funds an incentive pool based on 20% of cash flow from operations and which limits the Chief Executive Officer’s maximum incentive payout to 30% of the incentive pool and all other NEOs’ maximum incentive payouts to 17.5% of the incentive pool. The Compensation Committee uses negative discretion to reduce the maximum incentive payout for each NEO based on performance against our pre-established metrics as outlined below.

Pursuant to the 2017 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 2017 threshold, target, and maximum payout amounts for each NEO are provided in the Grants of Plan-Based Awards in 2017 table. The 2017 threshold, target and maximum percentages for each of the NEOs under the Corporation’s 2017 Annual Incentive Plan were as follows:

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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. The Compensation Committee believes them to be generally consistent with incentive opportunities at the NEO Peer Group companies for similarly situated executives. Mr. Kalvin’s target for 2017 is reflective of his role as Interim Chief Financial Officer. Mr. Adel’s target was increased from 60% to 70% in recognition of the expanded scope of his role to include information security, internal audit and franchise administration.

The annual cash incentive for the NEOs is based on a combination of the Corporation’s AEPS, Dine Brands Global, Inc., IHOP, Applebee’s and International Business Unit Operating Profit, Same Restaurant Sales, Net Franchise Restaurant Development and the achievement of Strategic Initiatives. The annual cash incentive for each of the NEOs may then be decreased or increased based on the individual performance of each executive.

The Compensation Committee uses AEPS as a primary incentive metric as it represents a broad and commonly used measure of financial performance for the Corporation. The Compensation Committee includes Operating Profit as a performance measure because it believes operating profit appropriately incentivizes the business units on items specifically within their control. Same restaurant sales is a performance indicator used by the Corporation to measure the performance and sales growth of the brands. Net Franchise Restaurant Development is a growth performance indicator measuring the number of new restaurants opened during the fiscal year, less any restaurant closings.

The table below outlines the annual cash incentive metrics and weighting for each of the NEOs for 2017:

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For each of the performance metrics, amounts were not paid unless the threshold performance level for that metric was achieved. The threshold, target and maximum payout levels for certain of the performance metrics are illustrated in the table below. Payouts increase incrementally for performance up to a maximum of 200% of an executive’s target annual cash incentive opportunity.

AEPS, Applebee’s Operating Profit and IHOP Same Restaurant Sales fell below the required thresholds and resulted in a zero payout for that metric. All metrics were set at 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.

All NEOs, with the exception of the Chief Executive Officer, are assessed based on their individual performance against specific Strategic Initiatives, including the following items:

Based on Mr. Joyce’s evaluation of their performance against Strategic Initiatives, each of the NEO’s received a target payout of 100% for this component of the 2017 Annual Incentive Plan, except for Mr. Adel who received a payout of 175%.

The final annual cash incentive amounts under the 2017 Annual Incentive Plan were determined by multiplying the results of the performance metrics that each NEO was measured against by an individual performance modifier for the NEOs. The final annual cash incentive payout amount may be modified upward or downward. At the end of 2017, Mr. Joyce assessed the performance of each of the NEOs against their executive leaderships and overall contribution to the Corporation’s strategy and results and assigned a performance modifier as set forth in the table below:

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Mr. Kalvin’s performance modifier reflected his performance against the Strategic Initiatives above and the leadership and stability provided while serving as Interim Chief Financial Officer for the majority of 2017. Mr. Adel’s performance modifier reflected his performance against the Strategic Initiative above, his expanded role including information security, internal audit and franchise administration and his leadership with the Board of Directors during the Chief Executive Officer transitions.

The amounts in the table below represent the annual cash incentive paid to each of the NEOs pursuant to the 2017 Annual Incentive Plan and are calculated by multiplying the NEO’s base salary by the target percentage and by the achievement level.

Mr. Emrey and Mr. del Olmo forfeited their participation in the 2017 Annual Incentive Plan upon their departures and did not receive any payout. Mr. Kalvin’s Base Salary and Target Percentage reflect the additional annual compensation provided while he serves as Interim Chief Financial Officer. The amounts earned by the other NEOs under the 2017 Annual Incentive Plan are reflected in the column entitled “Non-Equity Incentive Plan Compensation” of the 2017 Summary Compensation Table.

Annual 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 typically cliff vest after three years and the cash LTIP payout is based on cumulative TSR against an index of 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. The value of RSAs increases or decreases with the changes in the Corporation’s stock price and the cash LTIP provides payment between zero and 200% of the target award depending on TSR performance within the rankings depicted in the table below:

The Compensation Committee believes that this mix of long-term incentives appropriately balances an emphasis on absolute and relative stock 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 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 market data considered by the Compensation Committee, the number of shares which remained available for issuance under the 2016 Stock Incentive Plan and overall accounting expense associated with the awards.

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The table below summarizes the grant date value of the annual long-term incentive awards made in 2017 (additional detail regarding long-term incentive awards granted in 2017 can be found in the Grants of Plan-Based Awards in 2017 table in this proxy statement):

In March 2018, the Compensation Committee approved a retention grant of equity awards to Mr. Rebelez of 8,270 RSAs that will cliff vest after 3 years, 26,670 performance- and time-based RSUs and 25,330 performance- and time-based options. These performance- and time-based equity awards will vest at the end of 3 years in amounts based on the Corporation’s achievement of certain stock price targets.

2015—2017 Cash LTIP Payout

Demonstrating the Corporation’s pay-for-performance philosophy and the direct link between pay and the Corporation’s stock price performance, no payouts were made under the cash LTIP for the 2015-2017 performance cycle based on the Corporation’s TSR relative to the restaurant index. Performance and payouts under prior performance periods were as follows:

The amounts in the table below represent the target cash LTIP incentive and actual amounts paid to the NEOs pursuant to the 2015-2017 cash LTIP. Based on the Corporation’s 2015-2017 TSR performance, no amounts were earned by the NEOs under the 2015-2017 cash LTIP.

Mr. Emrey and Mr. del Olmo forfeited their participation in the 2015 – 2017 cash LTIP upon their departures from the Corporation. Mr. Cywinski was not a participant in the 2015-2017 cash LTIP.

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.

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For purposes of the guidelines, stock ownership includes Common Stock owned directly, in-the-money value of exercisable NQSOs, RSAs, stock-settled RSUs, and vested shares of Common Stock held in the Corporation’s 401(k) Plan. 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 2017 review of each NEO, including Mr. Joyce’s equity holdings in the Corporation, the Compensation Committee determined that each NEO and Mr. Joyce met, exceeded or was on schedule to meet his or her guideline as outlined in the following table: