was with Blockbuster, Inc. from 1994 to 2004, where he served in increasing roles of responsibility, including President and Chief Operating Officer. Mr. Travis previously held numerous senior positions at Burger King Corporation. Mr. Travis currently serves as a director for Office Depot, Inc., Advanced Auto Parts, Inc. and Abercrombie & Fitch Co. As our former Chief Executive Officer, Mr. Travis brings to the board a deep understanding of the Company, as well as domestic and international experience with franchised businesses in the quick service restaurant and retail industries.

Directors with Terms Expiring in 2020 (Class III Directors)

Linda Boff, 5758

Director since 2017

Ms. Boff serves as Chief Marketing and Communications Officer, & Vice President, Learning & CultureDevelopment, and President of the GE Foundation for General Electric Company (“GE”), leading all globalcommunications, marketing, brand, content and digital sponsorship, and customer experienceinitiatives for the company, as well as GE’s extensive learning & development work. Previously, Ms. Boff was GE’s executive director of global brand marketing. She also served as Chief Marketing Officer of iVillage Properties, part of NBC Universal. Ms. Boff joined GE in early 2004 as leader of employee marketing after 18 years of experience in marketing, advertising and communications, including senior roles at Citigroup, the American Museum of Natural History and Porter Novelli. Ms. Boff is a past Chair of The Ad Council. Ms. Boff brings significant marketing and technology expertise to the Board.

Irene Chang Britt, 57

Director since 2014

Ms. Boff isChang Britt served as President, Pepperidge Farm, a subsidiary of Campbell Soup Company, from August 2012 to February 2015 and also held the position of Senior Vice President, Global Baking and Snacking for Campbell from May 2012 to February 2015. Ms. Chang Britt joined Campbell in 2005 and held a series of leadership positions with Campbell, including Senior Vice President and Chief Strategy Officer and President, North America Foodservice. Ms. Chang Britt currently Chairserves on the board of The Ad Council.directors of Tailored Brands, Inc., Brighthouse Financial Inc., and Amica Senior Lifestyles Inc., and formerly served on the board of Sunoco, Inc. and TerraVia Holdings Inc. Ms. Chang Britt brings to the Board a deep knowledge of the consumer packaged goods category, and extensive executive experience.

Directors with Terms Expiring in 2021 (Class I Directors)

David Hoffmann, 5152

Director since 2018

David Hoffmann was named Chief Executive Officer of Dunkin’ Brands in July 2018. Mr. Hoffmann joined Dunkin’ Brands in October 2016 as President, Dunkin’ Donuts U.S. and Canada. Prior to joining Dunkin’ Brands, Mr. Hoffmann served as President, High Growth Markets, for McDonald’s Corporation. Mr. Hoffmann served as an executive for McDonald’s Corporation for 19 years in increasing rolesareas of responsibility, including Senior Vice President and Restaurant Support Officer for Asia Pacific/Middle East/Africa (APMEA),APMEA, Vice President of Strategy, Insights and Development for APMEA and of Executive Vice President of McDonald’s Japan. As our Chief Executive Officer, Mr. Hoffmann brings deep understanding of all aspects of the Company, as well as extensive operational and management experience in the quick service restaurant industry.

Mark Nunnelly, 6061

Director since 2006

Until May 2018, Mr. Nunnelly served as Special Advisor to the Governor and Executive DirectorSecretary of MassIT, the MassachusettsExecutive Office of Information Technology.Technology Services and Security for the Commonwealth of Massachusetts. Previously, Mr. Nunnelly was Commissioner of the Department of Revenue for The Commonwealth of Massachusetts, and prior to that was a Managing Director at Bain Capital Partners, LLC (“Bain Capital”) until 2014. Prior to joining Bain Capital in 1989, Mr. Nunnelly was a Partner at Bain & Company, with experience in the domestic, Asian and European strategy practices. Previously, Mr. Nunnelly worked at Procter & Gamble in product management. Mr. Nunnelly serves on the board of directors of Genpact, Inc., as well as severalnot-for-profit corporations, and formerly served on numerous public and private boards, including Domino’s Pizza, Inc., Bloomin’ Brands, Inc. and Warner Music Group Corp. Mr. Nunnelly brings significant experience in product and brand management, as well as service on the boards of other public companies, including companies in the quick service restaurant business, to the Board.

serves as Chairman of the Board of 24 Hour Fitness USA, Inc., and is a Director of Total Wine & More.Big Jack Holdings Corp. He previously served as Director and Chairman of the Board of Office Depot, Director and Chairman of the Board of Carmike Cinemas, Inc., Director of The Wendy’s Company, and Director of Wendy’s/Arby’s Group, Inc. Mr. Smith brings extensive chief executive experience, including within the QSR industry, to the Board and has served previously on multiple public company boards.

Carl Sparks, 5152

Director since 2013

Mr. Sparks previously served as Chief Executive Officer of Academic Partnerships, one of the leading companies in helping public universities migrate to online student recruitment and course delivery. Prior to that role, Mr. Sparks served as the Chief Executive Officer of Travelocity Global, one of the leading companies in online travel, and a division of Sabre Inc., from April 2011 through April 2014. Prior to joining Travelocity, he served as President of Gilt Groupe, an invitation-only online retailer of luxury products and experiences. Mr. Sparks joined Gilt as Chief Marketing Officer in October 2009 and was promoted to President in March 2010, serving in that role until April 2011, when he joined Travelocity. Mr. Sparks also served for five years at Expedia Inc., an online travel company, from June 2004 until October 2009, in a variety of leadership roles, including Senior Vice President, Marketing and Retail Operations at Hotels.com from June 2004 to May 2006, Chief Marketing Officer at Expedia.com from June 2006 to December 2007, and General Manager at Hotels.com USA, Latin America & Canada from January 2008 to October 2009. Mr. Sparks is currently a director of Avis Budget Group, Inc., and previously served as a director of Vonage Holdings Corp. Mr. Sparks brings expertise in digital marketing, brand management, as well as executive experience, to the Board.

During fiscal 2018,2019, the Board had three standing committees: Audit, Compensation and Nominating & Corporate Governance. The table below provides information about the membership of these committees during fiscal 2018:2019:

Audit Committee

The Audit Committee’s primary duties and responsibilities are to:

The Audit Committee consists of Ms. Chang Britt, Mr. Hines and Mr. Sparks. The Board has determined that each member of the Audit Committee is an independent director pursuant to the requirements of the Sarbanes-Oxley Act of 2002, NASDAQNasdaq and all other applicable laws and regulations and that Mr. Hines is an “audit committee financial expert” within the meaning of Item 407 of RegulationS-K. Mr. Hines serves as chair of the Audit Committee. Our Board of Directors has adopted a written charter under which the Audit Committee operates. A copy of the charter is available on our website.

Compensation Committee

The purpose of the Compensation Committee is to assist the Board of Directors in fulfilling its responsibilities relating to oversight of the compensation of our directors, executive officers and other employees and the Company’s benefit and equity-based compensation programs. The Compensation Committee reviews and recommends to our Board of Directors compensation plans, policies and programs and approves specific compensation levels for all executive officers. Under the committee charter, the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel, or other adviser only after conducting an independence assessment of such advisor as required under NASDAQNasdaq rules. The Compensation Committee consists of Mr. Alvarez, Ms. Boff, Mr. DiNovi and Mr. Nunnelly. Mr. Alvarez serves as chair of the Compensation Committee. The Board has determined that each member of the Compensation Committee is an independent director as defined under SEC and NASDAQNasdaq rules. Our Board of Directors has adopted a written charter under which the Compensation Committee operates. A copy of the charter is available on our website.

Nominating & Corporate Governance Committee

The purpose of the Nominating & Corporate Governance Committee is to identify individuals qualified to become members of the Board of Directors, to recommend director nominees for each annual meeting of shareholders, to recommend nominees for election to fill any vacancies on the Board of Directors, and to address related matters. The Nominating & Corporate Governance committee reviews and recommends to the Board of Directors any required changes to the corporate governance principles applicable to the Company and is responsible for leading the annual review of the Board’s performance. The Nominating &

In accordance with this responsibility, the Board administers its risk oversight role directly and through its committee structure and the committees’ regular reports to the Board at Board meetings. The Board reviews strategic, financial and execution risks and exposures associated with the annual plan and multi-year plans, cybersecurity, major litigation and other matters that may present material risks to the Company’s operations, plans, prospects or the Company’s or either of our brands’ reputation, acquisitions and divestitures and senior management succession planning. The Audit Committee reviews risks associated with financial and accounting matters, including financial reporting, accounting, disclosure, internal controls over financial reporting, ethics and compliance programs, regulatory compliance, compliance with orders and data security. The Compensation Committee reviews risks related to executive compensation and the design of compensation programs, plans and arrangements. The Nominating & Corporate Governance reviews the progress and associated risks and opportunities related to the Company’s sustainability initiatives.

CORPORATE GOVERNANCE SOCIAL RESPONSIBILITY AND SUSTAINABILITY

Board Independence. The Board evaluates any relationships of each director and nominee with Dunkin’ Brands and makes an affirmative determination whether or not such director or nominee is independent. Under our Corporate Governance Guidelines, an “independent” director is one who meets the qualification requirements for being an independent director under applicable laws and the corporate governance listing standards of NASDAQ.Nasdaq. Our Board reviews any transactions and relationships between eachnon-management director or any member of his or her immediate family and Dunkin’ Brands. The purpose of this review is to determine whether there were any such relationships or transactions and, if so, whether they were inconsistent with a determination that the director was independent. As a result of this review, our Board unanimously determined that each current member of our Board of Directors, with the exception of Mr. Hoffmann, our Chief Executive Officer, and Mr. Travis, ourNon-Executive Chairman (who served as our Chief Executive Officer until July 2018), is independent under the governance and listing standards of NASDAQ.Nasdaq.

Board Expertise and Diversity. We seek to have a Board that represents diversity as to experience, gender and ethnicity/race, but we do not have a formal policy with respect to diversity. We also seek a Board that reflects a range of talents, ages, skills, viewpoints, professional experience, educational background and expertise to provide sound and prudent

Corporate Governance Guidelines provide that nominees for director shall be selected on the basis of their character, wisdom, judgment, ability to make independent analytical inquiries, business experiences, understanding of the Company’s industry and business environment, time commitment and acumen. Board members are expected to become and remain informed about the Company, its business and its industry and rigorously prepare for, attend and participate in all Board and applicable committee meetings. The committee evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that can best perpetuate the success of our business and represent shareholder interests through the exercise of sound judgment using its diversity of experience. In addition, the committee considers, in light of our business, each director nominee’s experience, qualifications, attributes and skills that are identified in the biographical information contained under “Proposal 1—Election of Directors.”

The Nominating & Corporate Governance Committee considers properly submitted recommendations for candidates to the Board of Directors from shareholders. As described in the our bylaws, which have been filed with the Securities and Exchange Commission (SEC) and are publicly available, anyAny shareholder may submit in writing one candidate for consideration for each shareholder meeting at which directors are to be elected by not later than the 120th calendar day nor earlier than the 90^th calendar day before the first anniversary of the date that we released our proxy statement to shareholders in connection with the previous year’s annual meeting. Any shareholder recommendations for consideration by the Nominating & Corporate Governance Committee should include the candidate’s name, biographical information, information regarding any relationships between the candidate and Dunkin’ Brands within the last three years, a statement of recommendation of the candidate from the shareholder, a description of our shares beneficially owned by the shareholder, a description of all arrangements between the candidate and the recommending shareholder and any other person pursuant to which the candidate is being recommended, a written indication of the candidate’s willingness to serve on the Board of Directors, any other information required to be provided under securities laws and regulations, and a written indication of willingness to provide such other information as the Nominating & Corporate Governance Committee may reasonably request. Recommendations should be sent to W. David Mann, Corporate Secretary, Dunkin’ Brands Group, Inc., 130 Royall Street, Canton, MA 02021. The Nominating & Corporate Governance Committee evaluates candidates for the position of director recommended by shareholders or others in the same manner as candidates from other sources. The Nominating & Corporate

governance structure that includes a lead independent director, as well as the exercise of key Board oversight responsibilities by independent directors, provides an effective balance for the management of the Company in the best interest of our shareholders.

Majority Voting Guidelines.Voting. In February 2020, our Board amended and restated our bylaws to provide for majority voting in uncontested elections of directors. In uncontested elections, our amended and restated bylaws require that directors be elected only if the number of votes which are cast “for” his or her election exceed the number of votes “against” his or her election. Our Corporate Governance Guidelines provide that, in an uncontested election of directors, any nominee forincumbent director who receives a greater number of votes “withheld” from“against” his or her election than votes “for” such election shall promptly tender his or her resignation following certification of the shareholder vote. The Nominating & Governance Committee shall make a recommendation to the Board and the Board shall determine whether or not to accept such resignation within a period of 90 days following the shareholder vote, and will promptly publicly disclose its decision to accept or reject the resignation and, if rejected, the reasons for doing so.

Policies Relating to Directors. It is our policy that when a director’s principal occupation or business association changes during his or her tenure as a director, that director shall tender his or her resignation from the Board to the Chairman of the Board, with a copy to the Secretary, and the Board shall determine whether or not to accept such resignation. We also require directors to notify the Secretary of the Board prior to joining another board of directors where the potential for conflict exists. In addition, it is our policy that no director shall be nominated who has attained the age of 73 prior to or on the date of his or her election orre-election. We expect each of our directors to attend the annual meeting of shareholders, and in 2018,2019, each of our directors did attend.

Code of Business Ethics and Conduct. We have adopted a written Code of Business Ethics and Conduct (the “Code of Conduct”) that applies to our directors, officers and employees, including our executive officers, and is designed to ensure that our business is conducted with integrity. The Code of Conduct covers professional conduct, conflicts of interest, intellectual property and the protection of confidential information, as well as adherence to laws and regulations applicable to the conduct of our business. A copy of the Code of Conduct is posted on our website, which is located athttp://investor.dunkinbrands.com. We intend to

Dunkin’ Brands CSR reports, available on our website atwww.dunkinbrands.com/responsibility, provide an overview of our CSR goals and progress since 2010. Our most recent CSR report was published in Spring 2017 and is available on our website. The 2017-2018 CSR report will be published on our website later this year.

Shareholder Engagement.We have a strong shareholder engagement program and value shareholder input. We have regular, transparent communication with our shareholders throughout the year to ensure we are addressing their questions and concerns. We engage with shareholders through our quarterly earnings calls, investment community conferences, road shows and other communications channels. In 2018,2019, our management team methad approximately 250 interactions with representatives at many of our top institutional shareholders representing an aggregate of approximately 50% of our outstanding shares.analysts and investors, including meetings, industry conferences, restaurant tours and governance-focused events.

Communications with Directors. Shareholders and other interested parties may communicate directly with the Board or the independent directors as a group or specified individual directors by writing to such individual or group c/o Office of the Corporate Secretary, Dunkin’ Brands Group, Inc., 130 Royall Street, Canton, Massachusetts 02021. The Secretary will forward such communications to the relevant group or individual at or prior to the next meeting of the Board.

Online Availability of Information. The current versions of our Certificate of Incorporation,By-Laws, Corporate Governance Guidelines, Code of Business Ethics and Conduct, and charters for our Audit, Compensation and Nominating & Corporate Governance Committee are available on our website athttp://investor.dunkinbrands.com.

SUSTAINABILITY & CORPORATE SOCIAL RESPONSIBILITY

At Dunkin’ Brands, we believe that being a socially responsible company is good business. We set sustainability goals as we strive to make continuous progress in the areas of responsible sourcing, sustainable packaging, energy efficiency, waste reduction, animal welfare, nutrition and other issues, and we made important progress toward those goals in 2019. Sustainability is a journey and we are committed to continued progress under our three pillars:Sustainable Food,Sustainable Restaurants andSustainable Communities.

Sustainable Coffee. In 2018, Dunkin’ U.S. and NDCP, the franchisee-owned purchasing and distribution cooperative, became a leading funder of World Coffee Research, anon-profit dedicated to coffee sustainability and farmer profitability. We expect that the Dunkin’ system will donate approximately$2 million dollarsthrough 2022.

members are participants and in which such persons have a direct or indirect material interest as provided under SEC rules. In the course of reviewing potential related person transactions, the Board considers the nature of the related person’s interest in the transaction; the presence of standard prices, rates or charges or terms otherwise consistent with arms-length dealings with unrelated third parties; the materiality of the transaction to each party; the reasons for Dunkin’ Brands entering into the transaction with the related person; the potential effect of the transaction on the status of a director as an independent, outside or disinterested director or committee member; and any other factors the Board may deem relevant. Our General Counsel’s office is primarily responsible for the implementation of processes and procedures for screening potential transactions and providing information to the Board.

Compensation of Directors

Non-Employee Director Compensation Program

We designed ournon-employee director compensation program with input from the Compensation Committee’s independent compensation consultant, Pearl Meyer, to provide a level of compensation levelsto ournon-employee directors that is at the median of our peer group used for executive compensation purposes at the time the program was adopted.purposes. Under ournon-employee director compensation program, each member of our Board of Directors who is not an employee of the Company is eligible to receive compensation for his or her service as a director.Non-employee directors receive an annual boardBoard retainer, inclusive of Board meeting fees, of $70,000. In addition, alleach Committee chairschair and each member excluding the Chair, of our three standing Board committees, receivereceives an additional cash retainer. The annual cash retainer program for 20182019 was structured as follows(pro-rated for years of partial service):

In addition, the Board may approve additional compensation for ournon-employee directors in recognition of significant time and additional responsibilities undertaken by a director, as it did for Mr. Alvarez during our 2019 fiscal year, as described below.

We maintain twonon-qualified deferred compensation plans: the Dunkin’ BrandsNon-Qualified Deferred Compensation Plan (the “NQDC Plan I”) and the Dunkin’ Brands, Inc.Non-Qualified Deferred Compensation Plan II (the “NQDC Plan II”), which we refer to collectively as the “Deferred Compensation Plan”. The NQDC Plan II replaced the NQDC Plan I effective as of January 1, 2015 with respect to deferrals made after that date. Under the Deferred Compensation Plan, anon-employee director may elect to defer all or part of the cash we would otherwise pay him or her and/or the shares of our common stock he or she would otherwise receive upon settlement of his or her RSUs. Amounts deferred by anon-employee director under the Deferred Compensation Plan are credited to a deferred stock unit account, which is credited with dividend equivalents upon the payment of any dividends by us to our shareholders. All amounts deferred under the Deferred Compensation Plan are only distributable upon the termination of thenon-employee director’s boardBoard service. During fiscal 2018,2019, Messrs. Alvarez, DiNovi, Hines, Nunnelly and Sparks and Mss. Boff and Chang Britt and Horbach elected to defer cash and/or restricted stock unit awardsRSUs under the Deferred Compensation Plan.

Non-Executive Chairman Compensation

Effective January 1, 2019, Mr. Travis transitioned to the role ofNon-Executive Chairman of the Board of Directors.Board. In connection with this appointment, the Compensation Committee, with advice from Pearl Meyer, approved an annual cash retainer of $400,000 for Mr. Travis’s service in this position. Mr. Travis willis also be eligible to receive the annual grant of RSUs, as described above. Other than this annual retainer and equity grant, Mr. Travis will receivereceives no other compensation in respect of his service as anon-employee director of the Company. director. Pursuant to their terms, any equity awards held by Mr. Travis as of January 1, 2019 will continue to vest based on his service as a director.

In determining this arrangement,Mr. Travis’ compensation, the Compensation Committee took into consideration peer group data as described above, as well as the role Mr. Travis will performperforms for the Company, which will entailentails providing continued support to the Company in excess of what would beis expected of a typicalNon-Executive Chairman, including acting as a liaison to certain of our international joint ventures and servingChairman. For example, Mr. Travis serves as a representative offor the Company in certain government affairs activities both at a national and state level.level, including direct participation in meetings with members of Congress, as well as regulatory agencies including the Small Business Administration.

This compensation arrangement will be reviewed annually, with the first review occurring in May of 2020.

Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and any greater than 10% beneficial owners to file reports of holdings and transactions in our common stock with the SEC. To facilitate compliance, we have undertaken the responsibility to prepare and file these reports on behalf of our officers and directors. Based on our records and other information, all reports were timely filed during fiscal year 2018.2019, except that a delay in a transaction notification by the broker for John Varughese, our Senior Vice President, International, led to the late filing of a Form 4 for Mr. Varughese disclosing the exercise of a stock option and the sale of the underlying shares of common stock.

Each of the key elements of our executive compensation program is discussed in more detail below. The elements of our executive compensation program are intended to be complementary and to collectively serve the compensation objectives described above. We have not adopted any formal policies or guidelines for allocating compensation between short-term and long-term compensation, between cash andnon-cash compensation, or among different forms of cash andnon-cash compensation. The compensation levels of our named executive officers reflect, to a significant degree, the varying roles and responsibilities of these executives.

At our 20182019 annual meeting of shareholders, approximately 98%99% of the votes cast on our “say on pay” proposal were in favor of the compensation of our named executive officers. The Compensation Committee considered this positive support for our compensation practices and continued to make its compensation-related decisions in fiscal 20182019 consistent with the Company’s stated executive compensation philosophy.

Our compensation and governance practices

Described below are some of the practices that we consider good governance features of our executive compensation program.

Risk Mitigation - Our executive compensation program includes a number of controls that mitigate risk, including executive stock ownership and holding requirements and our ability to recover compensation paid to executives in certain circumstances, each as described below.

Robust Shareholder Engagement - We have regular, transparent communication with our shareholders throughout the year to ensure we are addressing their questions and concerns. We engage with shareholders through our quarterly earnings calls, investment community conferences, road shows and other communications channels. In 2018,2019, our management team methad approximately 250 interactions with representatives at many of our top institutional shareholders representing an aggregate of approximately 50% of our outstanding shares.analysts and investors, including meetings, industry conferences, restaurant tours and governance-focused events.

Compensation Clawback - Under our Incentive Compensation Recoupment policy, we can recover cash- or equity-based compensation paid to executives in various circumstances, including where the compensation is based upon the achievement of specified financial results that are the subject of a subsequent financial restatement (see “Clawbacks; risk assessment” below).

Performance-Based Long-Term Incentive Compensation - In 2018,2019, the regular annual equity awards granted to our Chief Executive Officer and other named executive officers were comprised of a mix of time-vestingnon-qualified stock options that fully vest afterin equal annual installments over four years and performance stock units (“PSUs”) that vest after three years based on the achievement ofpre-determined performance targets. Mr. Mann was granted an additional equity award in the form of RSUs in connection with his hire.

No Automatic Single-TriggerChange-in-Control Vesting - - All equity awards have double-triggerchange-in-control vesting provisions.

No“Gross-Ups” - We do not provide tax“gross-ups” for compensation, perquisites or other benefits provided to our executive officers, other than in the case of certain relocation expenses, consistent with our relocation policy for all U.S.-based employees, including Mr. Weisman’s relocation expenses in 2018, and in the case of Mr. Hoffmann’s special taxgross-up for living expenses that were paid in connection with his hiring (and which was only in effect in 2016 and 2017).employees.

Stock Ownership Requirements - WeOur Stock Ownership Guidelines require our executive officers to meet stock ownership requirements, and we require Mr. Hoffmann to retain 100% of the net profit shares received from stock option exercises and the vesting of performance or restricted stock unit awards, and other named executive officers to retain 50% of the net profit shares received from stock option exercises and the vesting of performance or restricted stock unit awards until they meet their required ownership levels (see “Stock Ownership Guidelines” below).

In addition, shares of common stock delivered in settlement of PSUs generally may not be sold or transferred for one year following the date the units vest, other than to satisfy tax withholding obligations. We also have stock ownership requirements for our directors, as discussed under “Compensation of Directors”.

No Repricing - Our equity incentive plan prohibits the repricing or exchange of stock options and stock appreciation rights without shareholder approval.

Independent Compensation Consultant - The Compensation Committee has engaged an independent compensation consultant, Pearl Meyer, that has no other ties to the Company or its management and that meets the independence standards of NASDAQ (see “Competitive market data and use of compensation consultants” below).

No “Golden ParachutesParachutes” -” - Any potential payments to executives upon a termination of employment are relatively modest.

Perquisites - We provide our executives with a very limited range of executive perquisites and the aggregate value of all ongoing regular perquisites represents less thanone-half of one percent of aggregate total compensation for our named executive officers.

Highlights of Fiscal 20182019 Business Performance

We believe that our named executive officers were instrumental in helping us deliver our revenue, operating income and earnings per share performance objectives in 2018,2019, while also making significant progress againstto transform our two beloved brands around the Dunkin’ U.S. Blueprint for Growth, our multi-year plan designed to evolve Dunkin’ U.S. into abeverage-led,on-the-go brand.world.

Financial and operational highlights of our fiscal 20182019 performance include the following:

Compensation of our other Named Executive Officers

Appointment of Mr. Travis to Executive Chair of the Board of DirectorsMurphy

Effective July 11, 2018, the same date that Mr. Hoffmann was promoted to Chief Executive Officer,December 1, 2019, the Company appointed Mr. Travispromoted Scott Murphy to the position of Executive Chairman of the Board of Directors. Because the term of Mr. Travis’ employment agreement expired on December 31, 2018, his employment terms and conditions, including his base salary, employment benefits and Annual Plan eligibility, were maintained without modification through the end of his employment contract term.President, Dunkin’ Americas.

Effective January 1, 2019, Mr. Travis ceased his employment with Dunkin’ Brands and transitioned to the role ofNon-Executive Chairman of the Board of Directors. In connection with his appointment to this new role,promotion, Mr. Hoffmann recommended, and the Compensation Committee approved, with advice from its independent compensation consultant based onafter a review of peer group benchmarking data, approved aMr. Murphy’s base salary and short- and long-term incentive compensation arrangement as follows:

In determining this arrangement, the Compensation Committee took into consideration peer group data as described above, as well as the role Mr. Travis will perform for the Company, which will entail providing continued support to the Company in excess of what would be expected of a typicalNon-Executive Chairman, including acting as a liaison to certain of our international joint ventures and serving as a representativegrant date fair value of the Companyaward to be in certain government affairs activities, both at a nationalthe form of stock options and state level.

This compensation arrangement will be reviewed annually, with30% in the first review occurring in Mayform of 2020.PSUs).

Other Named Executive Officers

Note: In order to more accurately represent the annual compensation of our named executive officers, the graphic above excludes the compensation of Mr. Travis, who transitioned from Chief Executive Officer to Executive Chairman on July  11, 2018.

Elements of named executive officer compensation

Base salary

We pay our named executive officers a base salary to provide them with a fixed, base level of compensation. The base salaries of our named executive officers are reviewed periodically by our Chief Executive Officer (except with respect to his own base salary) and the

through an analysis of our peer group and/or published data from independent third-party compensation survey providers. No formulaic base salary increases are provided to our named executive officers, in line with our strategy of offering total compensation that is cost-effective, competitive and primarily performance-based.

In March 2018,2019, the Compensation Committee decided to maintain base salary levels for Messrs. Hoffmann Travis, Weisman and Emmett.Weisman. The increase in Ms. Jaspon’s base salary was determined after reviewing a peer group analysis performed by the Compensation Committee’s independent consultant that showed that her base salary was below the median for chief financial officers at companies within our peer group. Mr. Murphy’s base salary was increased in January 2018 in connection with his promotion to Chief Operating Officer, Dunkin’ U.S. after reviewing this same peer group data. In July, Mr. Hoffmann’s base salary was increased in connection with his promotion to Chief Executive Officer, as described above.

The table below shows the salaries for our named executive officers as determined by the Compensation Committee:

Short-term incentive plan

Each of our named executive officers participates in the Annual Plan. We believe that annual incentivesincentive awards should be based upon actual performance against specific, measurable business objectives. EachAt the beginning of each fiscal year, the Compensation Committee reviews and establishes the performance metrics that will be used under the Annual Plan to help ensure that the program design appropriately motivates our executive officers to achieve important financial and operational goals. TheAfter the fiscal year ends, the Compensation Committee determineddetermines the amounts actually earned by suchthe named executive officers based on performance achieved and consistent with the Annual Plan designhow bonuses are determined for employees generally, and as further described below.

For fiscal 2018,2019, the Compensation Committee approved a change to the design of the Annual Plan to increase the focus and ‘line of sight’ placed on Company-wide and business unit results and to reduce the portion of the bonus that had been tied to individual performance

executives and the value we create for our shareholders. Global adjusted operating income is also a key metric used by us and by our shareholders to evaluate our business performance. Global adjusted operating income is anon-GAAP financial measure. An explanation of how we calculate this measure is contained in our Annual Report onForm 10-K for the fiscal year ended December 29, 2018,28, 2019, filed with the SEC.

The Compensation Committee set the global adjusted operating income target for fiscal 20182019 at a level it believed was both challenging and achievable. By establishing a target that is challenging, the Compensation Committee believes that the performance of our employees, and therefore our performance, iswill be maximized. By setting a target that is also achievable, the Compensation Committee believes that employees will remain motivated to perform at the high level required to achieve the target. The level of potential funding under the Annual Plan for fiscal 20182019 ranged from 0% to 200%190% of target based on our performance relative to the global adjusted operating income target.target, as well as the other performance metrics established under the plan as described.

Once our global adjusted operating income performance is determined after the close of the fiscal year, if our performance exceeds the actual funding level forthreshold of 95% of targeted global adjusted operating income, the Annual Plan is funded and individual bonuses that mayto be paid under the Annual Plan is established. This amount is then allocated to participants in the planare determined based on their individual bonus opportunities andour performance relative to the achievement of relevant financial or operational business goals suchfor the respective business units of each named executive officer or for our business as a whole for certain executive officers. These goals include, for example, revenue, comparable store sales and net development (i.e., the number of new store openings minus the number of store closings). These specific goalssystem-wide sales from franchised restaurants opened during fiscal 2019 and are chosen due tobecause of their impact on our profitability. These goals are arranged into three categories: Primary, Secondary and Personal. Primary business goals are key financial or operational goals that most directly influence ourin-year financial results, namely Dunkin’global adjusted operating income, U.S. comparable store sales, Dunkin’ U.S. transaction growth and global revenue. These goals comprise 50%Each goal carries a certain weighting based on the relevance of the Annual Plan payout at target. Secondary business goals, weighted at 25% of the Annual Plan payout at target, are goals that affect future year revenue, such as net development. Personal goals, weighted at 25% of the Annual Plan payout at target, are measurable operational or business goals that relate directlygoal to the duties and responsibilities of the individual executive. Performance against each goal category is measured separately. This structure and weighting allows each set of goals to be taken into account in a meaningful way, while placing more weight on the achievement of the Company performance metrics that most directly drive overall results. During the year, regular communication takes place within the Company to ensure that all executives are aware of progress against their goals.

In 2018,2019, the Primary and Secondary business goals under the Annual Plan for Messrs. Hoffmann, Travis, Weisman, EmmettMann, and Murphy,Clare and Ms. Jaspon were as follows.

Our named executive officers’ Personalpersonal goals for 20182019 were as follows:

The achievement of Personalpersonal goals under the Annual Plan is reviewed after the close of the relevant fiscal year and is taken into account by the Compensation Committee in determining annual bonuses as it deems appropriate in its discretion. Personal goals are initially deemed achieved at a level determined by multiplying the adjusted global operating income-based funding level (expressed as a percentage) multiplied by 25%10%, with the actual amount earned in respect of the Personalpersonal goal portion of the annual bonus determined by the Compensation Committee

the Compensation Committee may exclude certain revenues and expenses related to our business as it deems appropriate. In 2018,2019, the Compensation Committee approved a positive adjustment to adjusted operating income of $4.6 million to $439.2 million for Annual Plan funding purposes. This adjustment was made in consideration of extraordinary expenses and revenue losses associated with the Dunkin’ U.S. “Blueprint for Growth”, including theone-time purchase of espresso and brewing equipment for franchisees and legal expenses associated with changes to the Dunkin’ trademark.no such adjustments.

After the Compensation Committee determines the bonus poolperformance under the Annual Plan based on the level of achievement of global adjusted operating income as adjusted as described above and below, our Chief Executive Officer then makes recommendations to the Compensation Committee regarding amounts payable to each named executive officer (other than himself) under the Annual Plan based on the level of achievement of the financial or operational business goals applicable to the executive and the execution of performance against his or her respective Primary, Secondary and Personal goals. The Compensation Committee makes all determinations with respect to our Chief Executive Officer’s bonus and determines the actual amounts that are paid to the other named executive officers.

Short-term incentive awards

In conjunction with his promotion to Chief Executive Officer, and afterAfter considering the executive compensation analysis performed in 20182019 by Pearl Meyer as described below under “Competitive market data and use of compensation consultants”, Mr. Hoffmann recommended and the Compensation Committee determined to increase the target bonusshort-term incentive opportunity for Ms. Jaspon and Mr. HoffmannMurphy under the Annual Plan. Mr. Mann’s target was determined in accordance with his employment offer. Except for Ms. Jaspon and Mr. Hoffmann,Murphy, the target bonusshort-term incentive opportunities of our other named executive officers remained unchanged in 2018.2019. The threshold, target and maximum opportunities (as a percentage of base salary) established under the Annual Plan and payable to each named executive officer based on plan funding and achievement versus an individual’s Primary, SecondaryRevenue, Profit and Personalpersonal goals (as more fully described below) were: