Howard M. Berk
Dine Brands GlobalAbout Howard M. Berk
Independent director (age 60) serving on the DIN board since 2009; currently Senior Advisor at BDT & MSD Partners and formerly Partner at MSD Capital/MSD Partners (2002–2021). He is Chair of the Compensation Committee and a member of the Audit Committee; the Board affirms his independence under NYSE rules. He missed the 2024 annual meeting due to an unforeseen conflict but met the company’s attendance expectations (≥75% of aggregate board/committee meetings) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BDT & MSD Partners | Senior Advisor | 2021–present | Merchant bank advisory/investment; finance expertise |
| MSD Capital/MSD Partners, L.P. | Partner | 2002–2021 | Private investment; capital deployment; investor perspective |
| TG Capital Corp. | Managing Director | 1998–2002 | Single-family investment group; acquisitions/investments |
| The Stenbeck Group | Executive (unspecified) | 1995–1998 | International acquisitions/management |
| Goldman, Sachs & Co. | Principal Investments & M&A | Pre-1995 | Transaction/M&A experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public-company directorships disclosed for Berk in DIN proxy . |
| BDT & MSD Partners | Senior Advisor | 2021–present | External merchant banking role (not a public board) . |
Board Governance
- Committee memberships and 2024 activity:
- Audit Committee: Member; 7 meetings in 2024 .
- Compensation Committee: Chair; 6 meetings in 2024 .
- Independence: Board affirmatively determined Berk is independent; DIN complies with NYSE independent committee requirements .
- Attendance and engagement: All directors attended ≥75% of applicable meetings; Berk did not attend the 2024 annual meeting due to conflict .
- Executive sessions: Independent Chair presides over non-management executive sessions .
Fixed Compensation
| Component | 2024 Policy Amount | Notes |
|---|---|---|
| Board annual cash retainer (non-employee directors) | $75,000 | Standard cash retainer |
| Chair retainers | Audit $15,000; Compensation $12,500; Nominating/Gov $12,500 | Annual chair fees |
| Committee member retainers | Audit $12,500; Compensation $10,000; Nominating/Gov $10,000 | Annual member fees |
| Meeting fees | $1,500 per Board meeting beyond the 8th; $1,500 per Committee meeting beyond the 8th | As applicable |
| Howard M. Berk – Cash fees earned (2024) | $116,000 | Reported total fees |
Performance Compensation
| Equity Element | 2024 Policy | Howard M. Berk – 2024 |
|---|---|---|
| Annual RSU grant (non-employee directors) | Approx. $120,000 grant value; one-year cliff vest | Stock awards: $128,537; RSUs outstanding at 12/31/2024: 2,737 |
| Dividend equivalent rights | Additional RSUs in lieu of cash dividends; same vesting as underlying RSUs | Applies to RSUs held |
| Deferral | Eligible to defer up to 100% of board/committee fees and equity awards | Plan available |
DIN’s non-employee director equity grants are time-based RSUs; no performance-conditioned director equity metrics are disclosed .
Other Directorships & Interlocks
- Other public company boards (current): None disclosed for Berk .
- Compensation committee interlocks: None—DIN notes no executive officers/directors served on boards whose directors/officers served on DIN’s Compensation Committee in 2024 .
Expertise & Qualifications
- Deep finance and private capital investing experience; prior principal investments and M&A at Goldman Sachs .
- Public investor perspective engaging with boards; relevant to compensation oversight and audit risk oversight .
- Long DIN board tenure and leadership as Compensation Chair .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total shares beneficially owned (3/17/2025) | 37,865; <1% of outstanding | No shares pledged as security |
| Shares subject to options (within 60 days) | — | None for Berk |
| RSUs outstanding (12/31/2024) | 2,737 | From director equity table |
| Hedging/pledging restrictions | Hedging and pledging prohibited by Insider Trading Policy | Applies to directors |
| Director stock ownership guideline | Lesser of 7,000 shares or ≥$375,000 (5× board retainer) | All directors met/on track/exceeded as of March 2025 |
Compensation Structure Analysis
| Year | Cash Fees ($) | Stock Awards ($) | Notes |
|---|---|---|---|
| 2022 | 111,000 | 105,050 | Reported for Berk |
| 2024 | 116,000 | 128,537 | Reported for Berk |
- Mix shift toward higher annual RSU value for directors (from ~$105k to ~$120k program; Berk’s grant $128.5k), while cash fees rose modestly; awards remain time-based with one-year cliff vesting .
- Governance features: no option repricing without shareholder approval; clawback policy for executive incentive comp; no severance or perquisite tax gross-ups except certain relocation expenses .
Related Party Transactions
- DIN reports no related party transactions requiring Item 404 disclosure since January 1, 2024; conflicts are overseen by the Audit Committee per charter .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: ~92.4% support; Compensation Committee made no changes in response .
- 2025 annual meeting results (counts):
- Berk re‑elected: For 9,382,907; Against 313,517; Abstain 78,880; Broker non‑votes 2,809,034 .
- 2025 say‑on‑pay: For 8,984,431; Against 708,715; Abstain 82,158; Broker non‑votes 2,809,034 .
Governance Assessment
- Independence and committee leadership: Berk is independent, chairs Compensation Committee, and sits on Audit—positions central to pay-for-performance oversight and risk management .
- Ownership alignment: Holds 37,865 shares; RSUs outstanding; subject to robust ownership guidelines; hedging/pledging prohibited—alignment and risk controls present .
- Engagement: Met attendance expectations; missed 2024 annual meeting due to conflict; still satisfactory meeting participation .
- Shareholder support: Strong re‑election support and high say‑on‑pay approval, indicating investor confidence in compensation governance .
- Conflicts and red flags: No related party transactions; no pledging; equity awards are time-based (no repricing); use of independent compensation consultant (Exequity) with conflict assessment; no Compensation Committee interlocks disclosed .
Key Documents:
- 2025 DEF 14A (DIN) – Board, committees, independence, director compensation, ownership, policies **[49754_0001193125-25-067149_d921476ddef14a.htm:11]** **[49754_0001193125-25-067149_d921476ddef14a.htm:14]** **[49754_0001193125-25-067149_d921476ddef14a.htm:17]** **[49754_0001193125-25-067149_d921476ddef14a.htm:18]** **[49754_0001193125-25-067149_d921476ddef14a.htm:22]** **[49754_0001193125-25-067149_d921476ddef14a.htm:23]** **[49754_0001193125-25-067149_d921476ddef14a.htm:25]** **[49754_0001193125-25-067149_d921476ddef14a.htm:29]** **[49754_0001193125-25-067149_d921476ddef14a.htm:32]** **[49754_0001193125-25-067149_d921476ddef14a.htm:34]**.
- 2025 8‑K Item 5.07 – Voting results (director election, say‑on‑pay, plan amendment) **[49754_0001193125-25-122124_d932916d8k.htm:1]**.
- 2024 DEF 14A (DIN) – Prior-year director bio, roles **[49754_0001193125-24-082105_d564113ddef14a.htm:66]**.
- Historical DEF 14A – Ownership history context **[49754_0001193125-19-093688_d679111ddef14a.htm:24]** **[49754_0001193125-17-107678_d319258ddef14a.htm:22]** **[49754_0001193125-23-088197_d434857ddef14a.htm:25]**.