Arthur F. Starrs
Dine Brands GlobalAbout Arthur F. Starrs
Arthur F. Starrs (age 48) is an independent director of Dine Brands Global, Inc. (DIN), serving since May 2023. He is Chief Executive Officer of Topgolf International, Inc. (since April 2021) and previously held senior leadership roles at Pizza Hut/Yum! Brands, including Global CEO (Jul 2019–Apr 2021), President Pizza Hut U.S. (Apr 2016–Jul 2019), General Manager Pizza Hut U.S. (Oct 2015–Apr 2016), CFO Pizza Hut U.S. (Jan 2014–Oct 2015), and VP Finance (Aug 2013–Dec 2013). His qualifications include franchise operating experience, management and finance expertise, and public/private board experience; he currently serves on the board of Five Iron Golf and previously served on Grubhub’s board. He is a member of DIN’s Audit Committee.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Topgolf International, Inc. | Chief Executive Officer | Apr 2021–present | Oversees global businesses including Topgolf venues, Toptracer, and Topgolf Media |
| Pizza Hut (Yum! Brands) | Global CEO | Jul 2019–Apr 2021 | Led global restaurant business |
| Pizza Hut U.S. | President | Apr 2016–Jul 2019 | Senior operating leadership for U.S. |
| Pizza Hut U.S. | General Manager | Oct 2015–Apr 2016 | U.S. GM responsibilities |
| Pizza Hut U.S. | Chief Financial Officer | Jan 2014–Oct 2015 | CFO responsibilities |
| Pizza Hut U.S. | Vice President – Finance | Aug 2013–Dec 2013 | VP Finance responsibilities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Five Iron Golf | Board Member | Current | Private company; board role disclosed |
| Grubhub, Inc. | Director | Prior | Former public company directorship |
| The First Tee of Greater Dallas | Non-profit Board Member | Current | Philanthropic governance |
| First Book | Non-profit Board Member | Current | Philanthropic governance |
| Greenhill School | Non-profit Board Member | Current | Educational governance |
Board Governance
- Independence: The Board affirmatively determined Starrs is independent under NYSE rules.
- Committee assignment: Audit Committee member; Audit Committee met 7 times in 2024 and oversees financial reporting, internal controls, food safety, quality assurance, cybersecurity, and AI.
- Board attendance: The Board held 12 meetings in 2024; each incumbent director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting except Howard M. Berk (implying Starrs attended).
- Board leadership: Independent Chairman (Richard J. Dahl) since 2017; executive sessions of non-management directors held regularly.
| Governance Item | Detail |
|---|---|
| Independence status | Independent |
| Committees | Audit Committee (member) |
| Audit Committee meetings (2024) | 7 |
| Board meetings (2024) | 12 |
| Attendance threshold | ≥75% met by all incumbents |
| Annual meeting attendance (2024) | All directors attended except Berk |
| Years of service on DIN Board | Since May 2023 (approx. 2 years as of 2025) |
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Fees earned or paid in cash (2024) | $93,500 | |
| Stock awards grant-date fair value (2024) | $128,537 | |
| Total director compensation (2024) | $222,037 | |
| RSUs outstanding at 12/31/2024 | 2,737 units |
Director compensation program (DIN):
| Item | Amount/Terms |
|---|---|
| Annual Board retainer (non-employee directors) | $75,000 |
| Chair of Board of Directors retainer | $125,000 |
| Committee chair retainers | Audit $15,000; Compensation $12,500; Nominating & Corporate Governance $12,500 |
| Committee member retainers | Audit $12,500; Compensation $10,000; Nominating & Corporate Governance $10,000 |
| Meeting fees | $1,500 per meeting beyond eighth (Board or committee) |
| Equity for directors | Annual RSUs ≈$120,000; cliff vest at 1-year; dividend equivalents in RSUs |
| Deferrals | Eligible to defer up to 100% of fees and equity under Nonqualified Deferred Compensation Plan |
| Director ownership guidelines | Lesser of 7,000 shares or value ≥5× Board retainer ($375,000); 5-year compliance window; as of Mar 2025, all directors met/on-track/exceeded |
Performance Compensation
- Not applicable for non-employee directors; DIN’s director equity grants are time-based RSUs with one-year cliff vesting and no disclosed performance metrics tied to director pay.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond DIN |
| Current private/company boards | Five Iron Golf (board member) |
| Prior public company boards | Grubhub, Inc. (previously served) |
| Potential interlocks/conflicts | No related party transactions requiring disclosure since Jan 1, 2024 |
| Board service limits | DIN guideline: ≤4 public boards (inclusive of DIN); ≤2 for executives of DIN; waivable case-by-case |
| Director nomination vetting | Nominating Committee considers conflicts, time availability, independence, and qualifications in nominations |
Expertise & Qualifications
- Franchise operations and hospitality leadership across Pizza Hut and Topgolf; management and finance experience; prior public/private board service.
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (as of 3/17/2025) | 4,095 shares | Less than 1% of class; none pledged |
| Shares outstanding (as of 3/17/2025) | 15,636,426 | For percentage calculation |
| Ownership as % of shares outstanding | ~0.026% | 4,095 ÷ 15,636,426; numerator/denominator cited |
| Options exercisable within 60 days | 0 | As disclosed for directors |
| RSUs outstanding (12/31/2024) | 2,737 | DIN director RSU count |
| Hedging/pledging | Prohibited under Insider Trading Policy; no pledges for directors reported |
Governance Assessment
- Strengths: Independent director with deep franchise/restaurant expertise; active Audit Committee member overseeing financial reporting, food safety, cybersecurity, and AI risk; Board structure emphasizes independent Chair; director stock ownership guidelines in place and monitored; hedging/pledging prohibited; no related-party transactions disclosed.
- Engagement: Board met 12 times in 2024; each incumbent director met ≥75% attendance; 2024 annual meeting attendance by all directors except one (not Starrs).
- Compensation alignment: Director pay includes cash retainer and modest annual RSUs with one-year vesting; deferral option available; ownership guidelines target 7,000 shares or value ≥$375,000 within five years.
- RED FLAGS: None disclosed—no related party transactions, no hedging/pledging, and no attendance concerns flagged in 2024. Note: Starrs holds a full-time CEO role externally (Topgolf); DIN’s nomination process explicitly evaluates time availability and potential conflicts.
Context signals: DIN’s 2024 say-on-pay approval was ~92.4%, reflecting broader shareholder support for compensation governance; although focused on NEOs, this contributes to overall investor confidence in board oversight.