Christine Son
Dine Brands GlobalAbout Christine Son
Christine K. Son is Senior Vice President, Legal, General Counsel and Secretary at Dine Brands Global (DIN). She was appointed to this role in April 2021, joined the company in 2011, and is age 50 . Company performance context for 2024: revenues were $812.3M (vs. $831.1M in 2023) and consolidated adjusted EBITDA was $239.8M (vs. $256.4M in 2023), with domestic same-restaurant sales down 4.2% at Applebee’s and 2.0% at IHOP . The three-year 2022–2024 cash LTIP paid 0% as relative TSR ranked at the 18.2nd percentile and DIN’s TSR for the period was -47.62% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dine Brands Global | SVP, Legal; General Counsel & Secretary | Apr 2021–present | — |
| Dine Brands Global | VP, Deputy General Counsel & Assistant Secretary | 2019–2021 | — |
| Dine Brands Global | VP, Associate General Counsel | 2014–2019 | — |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Base Salary | $500,000 |
| Auto Allowance and Expenses | $15,000 |
| 401(k) Contributions | $17,250 |
| Dining at Company Restaurants | $1,399 |
| Life & Disability Insurance Premiums | $5,259 |
| Annual Physical Exam | $5,000 |
| Tax gross-ups (general policy) | No tax gross-ups on severance/perqs except certain relocation expenses |
Performance Compensation
Annual Incentive Plan (AIP) – Structure and Outcomes (2024)
| Metric | Weighting (Son) | Threshold | Target | Maximum | Actual Result | Payout for Metric |
|---|---|---|---|---|---|---|
| Dine Brands Adjusted EBITDA (millions) | 50% | $220.0 | $265.0 | $285.0 | $247.1* | 70.0% of target |
| Dine Brands Same-Restaurant Sales | 15% | -0.3% | 2.3–3.8% (BU targets shown) | 4.5–5.0% (BU max) | Company-level SSS below thresholds; see BU results | 0.0% for IHOP/Applebee’s BU SSS; company SSS not separately scored |
| Dine Brands Net Development | 20% | (11) | 27 | 100 | (33) | 0.0% |
| Dine Brands Traffic | 15% | — | — | — | Not disclosed (competitively sensitive) | Not disclosed |
| AIP Target as % of Base | 60% | |||||
| Actual AIP Payout | — | — | — | — | — | $110,967 (36.99% of target) |
*Adjusted by Compensation Committee to exclude $7.3M Applebee’s national ad fund contribution for bonus purposes .
Long-Term Incentives (granted in 2024)
| Vehicle | Grant Date | Quantity/Terms | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock Awards (RSAs) | 3/1/2024 | 6,004 shares | $294,556 | 1/3 on each of 3/1/2025, 3/1/2026, 3/1/2027 | Time-based |
| Non-Qualified Stock Options (NQSOs) | 3/1/2024 | 5,616 options @ $49.06 | $125,012 | 1/3 on each of 3/1/2025, 3/1/2026, 3/1/2027 | Options generally have up to 10-year term |
| Cash LTIP (target) | 2024 cycle | $125,000 | — | 3-yr performance (relative TSR) | Payout scale: 0% at <25th pct; 100% at 50th; 200% at 80th |
Historical LTIP outcome: 2022–2024 cash LTIP paid 0% (DIN TSR -47.62%; 18.2nd percentile) and Son’s 2022–2024 target award of $137,500 paid $0 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 91,192 shares; <1% of outstanding |
| Options Exercisable within 60 Days (as of 3/17/2025) | 37,184 shares underlying options |
| Unvested RSAs at 12/31/2024 | 10,648 shares; $320,505 total value at $30.10 per share |
| Pledging/Hedging | Hedging and pledging prohibited by policy |
| Shares Pledged | None of the covered shares were pledged |
| Stock Ownership Guidelines | 2x base salary; status: On Schedule; compliance deadline: April 23, 2026 |
Selected outstanding equity detail (12/31/2024): most recent NQSOs (5,616 @ $49.06) vest in equal thirds on 3/1/2025, 3/1/2026, 3/1/2027; 2024 RSAs (6,004) vest on same schedule . Earlier grants list additional exercisable and unexercisable tranches at various strikes per Outstanding Equity Awards table .
Employment Terms
| Provision | Pre–Change in Control (CIC) | Post–CIC (Double-Trigger within 24 months) |
|---|---|---|
| Severance Multiple | 12 months base + 100% of target bonus | 24 months base + 200% of target bonus |
| Equity – Time-Based | Vesting of time-based awards that would vest in next 12 months | Full vesting of unvested time-based awards |
| Equity/Cash – Performance-Based | Pro rata vesting based on actual performance for performance period | Full vesting based on target performance (plan amended Feb 19, 2025) |
| Option Exercise Window | Up to 24 months post-termination | Up to 24 months post-termination |
| Benefits Continuation | — | Up to 18 months |
| Clawback | Policy consistent with SEC/NYSE listing standards | |
| Double-Trigger Standard | All outstanding LTI agreements use double-trigger for acceleration |
Illustrative estimated payments (as of 12/31/2024):
- Involuntary termination (non-CIC): total $1,140,343 including $800,000 cash severance, time-based equity and cash LTIP values, and benefits/outplacement .
- Double-trigger CIC termination: total $2,700,614 including $1,600,000 cash severance, prorated bonus, full equity/cash LTIP vesting (performance-based at actual through CIC for table; policy later amended to target), benefits, and outplacement .
- Death/Disability: total $787,172 (pro-rata bonus, equity/cash LTIP vesting) .
Investment Implications
- Pay-for-performance alignment: 2024 AIP paid 36.99% of target and 2022–2024 cash LTIP paid 0%, indicating high performance sensitivity and limited windfall risk; relative TSR underperformance is directly curbing long-term cash payouts .
- Near-term selling/vesting dynamics: 2024 RSAs and options vest in equal thirds each March 1 from 2025–2027, creating scheduled supply but hedging/pledging is prohibited and no shares are pledged, tempering forced-selling risk signals .
- Retention/transition risk: Participation in the Severance Plan with 1x/2x salary+bonus protections and double-trigger vesting (with performance awards accelerating at target post-CIC per 2025 amendment) provides retention stability but increases CIC cost; watch for transaction chatter as an incentive catalyst .
- Alignment: Beneficial ownership of 91,192 shares, options exercisable within 60 days of 37,184, and on-schedule progress toward a 2x salary ownership guideline suggest meaningful, growing skin-in-the-game .
- Governance: Clawback policy in place; no option repricing without shareholder approval; no tax gross-ups (except certain relocation) and strong say-on-pay support (92.4% in 2024) reduce red-flag governance risk .
Appendix: Key Data Tables
Summary Compensation – Christine K. Son
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 500,000 | 294,556 | 125,012 | 110,967 | 43,908 | 1,074,443 |
| 2023 | 493,846 | 375,075 | 187,534 | 248,340 | 53,123 | 1,364,072 |
| 2022 | 464,538 | 550,128 | 137,519 | 263,250 | 41,215 | 1,456,650 |
Incentive Targets (2024)
| Component | Target |
|---|---|
| AIP Target (% of Base) | 60% |
| Cash LTIP Target ($) | $125,000 |
Ownership Snapshot (as of 3/17/2025 unless noted)
| Item | Figure |
|---|---|
| Beneficial Ownership (Total) | 91,192 shares; <1% |
| Options Exercisable within 60 Days | 37,184 |
| Unvested RSAs (12/31/2024) | 10,648 shares; $320,505 |
| Guideline Multiple | 2x salary; On Schedule; to 4/23/2026 |
| Hedging/Pledging Policy | Prohibited |
Company Performance Context (2024)
| Metric | 2023 | 2024 |
|---|---|---|
| Revenues ($M) | 831.1 | 812.3 |
| Adjusted EBITDA ($M) | 256.4 | 239.8 |
| Applebee’s SRS YoY | — | -4.2% |
| IHOP SRS YoY | — | -2.0% |
| 2022–2024 TSR | — | -47.62% (18.2nd pct) |
Notes: All figures are from DIN’s 2025 DEF 14A proxy statement.