Douglas M. Pasquale
Dine Brands GlobalAbout Douglas M. Pasquale
Douglas M. Pasquale (age 70) is an independent director of Dine Brands Global, serving since March 2013. He chairs the Audit Committee and is designated an “audit committee financial expert.” He is Chief Executive Officer of Capstone Enterprises Corporation (since 2012) and holds a B.S. in Accounting and an M.B.A. with highest honors from the University of Colorado. In 2024, each incumbent director attended at least 75% of board and committee meetings; Pasquale was re-elected at the 2025 annual meeting with 9,214,875 votes “for” and 500,368 “against.” As of March 17, 2025, he beneficially owned 20,022 DIN shares (held by the Pasquale Living Trust), with no pledging disclosed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nationwide Health Properties | Chairman of the Board | 2009–2011 | Led governance during REIT operations; extensive finance/M&A oversight. |
| Nationwide Health Properties | President & CEO | 2004–2011 | Strategy, operations, capital allocation. |
| Nationwide Health Properties | EVP & COO | 2003–2004 | Operational leadership. |
| Nationwide Health Properties | Director | 2003–2011 | Board oversight. |
| Capstone Enterprises Corporation | Chief Executive Officer | 2012–Present | Private investment/consulting leadership. |
External Roles
| Organization (NYSE) | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alexander & Baldwin, Inc. | Director | Since 2012 | Not disclosed in DIN proxy. |
| Terreno Realty Corporation | Director | Since 2010 | Not disclosed in DIN proxy. |
| Sunstone Hotel Investors, Inc. | Director | Since 2011 | Not disclosed in DIN proxy. |
Board Governance
- Independence: The Board affirmatively determined Pasquale is independent under NYSE rules.
- Committees: Audit Committee Chair (7 meetings in 2024); remit includes accounting, internal controls, financial reporting, food safety, quality, cybersecurity, artificial intelligence, related-party transaction approvals; prepares required SEC report. Pasquale is the Audit Committee financial expert.
- Attendance and engagement: Board held 12 meetings in 2024; each incumbent director attended at least 75% of board and committee meetings; directors are expected to attend annual meetings.
- Executive sessions: Non-management directors meet in executive session; independent Chair (Richard J. Dahl) presides.
- Retirement policy: Directors generally may not stand for election after age 76 absent Board-approved exceptions.
- Other public boards limit: Directors should not serve on more than four public boards (including DIN); Pasquale serves on four (DIN plus three), within guideline.
- Related-party transactions: None required to be disclosed since January 1, 2024.
- Shareholder voting (2025 re-election):
Item For Against Abstain Broker Non-Votes Douglas M. Pasquale Election 9,214,875 500,368 60,061 2,809,034 - Say-on-pay context: 2024 say-on-pay received ~92.4% support; 2025 say-on-pay counts were 8,984,431 for, 708,715 against, 82,158 abstain.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board retainer (non-employee director) | $75,000 | Cash. |
| Chairman of the Board retainer | $125,000 | Cash; applies to independent Chair. |
| Committee Chair retainers | Audit: $15,000; Compensation: $12,500; Nominating & Governance: $12,500 | Cash. |
| Committee Member retainers | Audit: $12,500; Compensation: $10,000; Nominating & Governance: $10,000 | Cash. |
| Meeting fees | $1,500 per meeting beyond the eighth per year (Board or committee) | Cash. |
| Expense reimbursement | Reasonable out-of-pocket for meetings/events | Policy. |
| Pasquale – 2024 Director Compensation | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 108,500 | 128,537 | 237,037 |
Performance Compensation
| Equity Element | Grant Value | Timing | Vesting | Dividend Equivalents | Notes |
|---|---|---|---|---|---|
| Annual RSU grant (non-employee director program) | ≈$120,000 | March 2024 | Cliff vest at 1-year anniversary of grant | RSU-based dividend equivalents accrue and vest with RSUs | Under 2019 Stock Incentive Plan; retirement after 5 years service vests outstanding RSUs. |
| Deferred compensation | N/A | Ongoing | Directors may defer up to 100% of cash/equity under Nonqualified Deferred Compensation Plan | N/A | Program availability for directors. |
Other Directorships & Interlocks
- Current public company boards: Alexander & Baldwin, Terreno Realty, Sunstone Hotel Investors. No shared directorships or related-party transactions with DIN disclosed.
Expertise & Qualifications
- Real estate leadership and finance: Former Chairman, CEO, COO at Nationwide Health Properties; extensive M&A and strategic planning experience.
- Governance/oversight: Audit Chair and designated financial expert; risk oversight including cybersecurity and AI.
- Education: B.S. Accounting; M.B.A. (highest honors), University of Colorado; guest lecturer.
Equity Ownership
| Measure (as of Mar 17, 2025) | Value | Notes |
|---|---|---|
| Total beneficially owned shares | 20,022 | Held by Pasquale Living Trust; represents <1% of outstanding. |
| Options exercisable within 60 days | 0 | None for Pasquale. |
| RSUs outstanding (12/31/2024) | 2,737 | Balance of director RSUs. |
| Pledged shares | None | Company states no shares pledged. |
| Director stock ownership guidelines | Lesser of 7,000 shares or ≥5× annual retainer (currently $375,000); 5-year compliance window | Compensation Committee found all directors met, were on track to meet, or exceeded. |
Governance Assessment
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Strengths
- Independent director; Audit Committee Chair with financial expert designation enhances financial reporting oversight and risk control, including cybersecurity/AI.
- Strong engagement: audit committee produced required SEC report; board and committee attendance thresholds met.
- Alignment and discipline: robust director ownership guidelines; prohibition on hedging and pledging under Insider Trading Policy; no related-party transactions.
- Shareholder support: Re-elected with strong “for” votes; say-on-pay support indicates investor confidence in governance/compensation oversight.
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Potential Risks/Watch Items
- External board load: Three other NYSE boards plus DIN equals four public boards—at the upper limit of company guideline; monitor time commitment and committee demands across issuers.
- Director equity grants are time-based RSUs (not performance-vested); typical for directors, but offers limited performance linkage versus PSUs.
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Red Flags observed: None disclosed—no related-party transactions, no pledging, compliance with independence and attendance expectations, and no tax gross-ups for severance/perquisites in director program.