Lilian C. Tomovich
Dine Brands GlobalAbout Lilian C. Tomovich
Independent director of Dine Brands Global, Inc. since January 2017; age 57; core credentials in marketing leadership across hospitality, retail, financial services, and telecom, currently serving as Chief Marketing Officer of Barclays US Consumer Bank (since September 2021) . She is independent under NYSE rules and serves on the Compensation Committee and the Nominating and Corporate Governance Committee . The Board held 12 meetings in 2024; each incumbent director attended at least 75% of aggregate Board and committee meetings during their service period, and all directors in office (except Mr. Berk) attended the 2024 annual meeting, indicating baseline engagement standards were met .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MGM Resorts International | Chief Experience Officer & Chief Marketing Officer | Jul 2014 – Dec 2019 | Led customer-centric transformation and brand marketing across global hospitality . |
| MasterCard Worldwide | SVP, US Consumer Marketing; Country Head of Marketing (Canada) | 2013–2014; 2010–2013 | Drove consumer marketing strategy and country-level marketing leadership in payments . |
| Grove Collaborative | Chief Marketing Officer | Aug 2020 – Feb 2021 | Executed marketing for DTC home essentials during a digital-scale phase . |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Barclays US Consumer Bank | Chief Marketing Officer | Sep 2021 – Present | Active external executive role; no DIN-related conflicts disclosed . |
| Grove Collaborative | Former Chief Marketing Officer | Aug 2020 – Feb 2021 | Short-tenure prior role; not a board position . |
Board Governance
- Independence: The Board affirmatively determined Ms. Tomovich is independent; DIN’s board has a majority of independent directors and all three standing committees are fully independent .
- Committee assignments: Member—Compensation Committee (6 meetings in 2024); Member—Nominating & Corporate Governance Committee (3 meetings in 2024) .
- Chair roles: Not a committee chair; committee chairs are Howard M. Berk (Compensation), Michael C. Hyter (Nominating & Corporate Governance), and Douglas M. Pasquale (Audit, also audit committee financial expert) .
- Board leadership: Independent Chairman (Richard J. Dahl) with clearly defined responsibilities; separation of Chair and CEO roles supports oversight quality .
- Attendance: Board held 12 meetings in 2024; each incumbent director attended ≥75% of Board/committee meetings; all directors in office (except Mr. Berk) attended the 2024 annual meeting .
- Governance policies: Codes of Conduct for directors and employees; Corporate Governance Guidelines; insider trading policy; executive sessions of non-management directors conducted regularly .
- Retirement & outside boards: Retirement guideline at age 76 (with Board-approved exceptions); guideline limits public boards to ≤4 total (≤2 for corporate executives) with annual review for compliance .
- Related-party transactions: None requiring disclosure since Jan 1, 2024; potential conflicts reviewed under committee charters .
- Shareholder feedback: Say-on-pay approved with ~92.4% support in May 2024, signaling broad investor endorsement of compensation governance .
Fixed Compensation
| Component (Director) | Policy Detail | Ms. Tomovich 2024 Amount | Vesting/Other |
|---|---|---|---|
| Annual Board Cash Retainer | $75,000 for non-employee directors | Included in fees | Paid cash; eligible to defer under Deferred Compensation Plan . |
| Committee Member Retainers | $10,000 per year for Compensation; $10,000 per year for Nominating & Corporate Governance | Included in fees | Paid cash; eligible to defer . |
| Meeting Fees | $1,500 per meeting beyond the eighth Board meeting; $1,500 per meeting beyond the eighth for committee meetings | As applicable | Triggered only above meeting count thresholds . |
| RSU Annual Grant (Director) | Approx. $120,000 RSUs in Mar 2024 to each non-employee director | $128,537 grant-date fair value | Cliff vest at 1-year anniversary of grant; dividend equivalents in additional RSUs; 5-year service retirement vesting provision . |
| 2024 Fees Earned (Cash) | Actual cash compensation earned | $99,500 | Reflects retainers and any eligible meeting fees . |
| 2024 Total Compensation | Fees + RSU grant fair value | $228,037 | Standard program; no options awarded to directors in 2024 . |
| Deferred Compensation Eligibility | Up to 100% of director fees and equity awards | Eligible | Nonqualified plan, Section 409A compliant . |
Director stock ownership guidelines: Hold the lesser of 7,000 shares or shares valued at ≥5× annual retainer ($375,000), within five years of joining; as of March 2025, all directors met, were on track to meet, or exceeded guidelines .
Performance Compensation
Directors do not receive performance-based pay; equity grants are time-based RSUs. As a Compensation Committee member, Ms. Tomovich oversees executive incentive design. DIN’s 2024 Annual Incentive Plan metrics and outcomes:
| Metric | Threshold | Target | Maximum | Actual Result | % of Target Achieved | Payout % of Target |
|---|---|---|---|---|---|---|
| Dine Brands Adjusted EBITDA ($mm) | $220.0 | $265.0 | $285.0 | $247.1* | 93.2% | 70.0% |
| IHOP BU Adjusted EBITDA ($mm) | $150.0 | $174.5 | $190.0 | $163.6 | 93.8% | 67.5% |
| Applebee’s BU Adjusted EBITDA ($mm) | $105.0 | $119.7 | $135.0 | $107.4 | 89.7% | 35.0% |
| IHOP Same-Restaurant Sales (%) | (0.3)% | 3.8% | 5.0% | (1.9)% | — | 0.0% |
| Applebee’s Same-Restaurant Sales (%) | (0.3)% | 2.3% | 4.5% | (4.2)% | — | 0.0% |
| IHOP Net Development (#) | 10 | 20 | 45 | (3) | — | 0.0% |
| Applebee’s Net Development (#) | (35) | (25) | 0 | (35) | — | 50.0% |
| Dine Brands Net Development (#) | (11) | 27 | 100 | (33) | — | 0.0% |
Notes: Applebee’s and IHOP “Traffic” metrics were excluded from disclosure due to competitive sensitivity; adjusted EBITDA actual used an approved adjustment for bonus purposes . The 2022–2024 cash LTIP paid 0% of target (DIN TSR −47.62%, 18.2nd percentile vs restaurant index), reinforcing pay-for-performance rigor .
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Ms. Tomovich in DIN’s proxy . |
| Compensation Committee Interlocks | — | — | No interlocks or insider participation by DIN executives; committee members were independent (including Ms. Tomovich) . |
Expertise & Qualifications
- 25 years of marketing experience across hospitality, retail, financial services, and telecom; roles at MGM Resorts International, MasterCard, and Barclays underscore omni-channel and customer experience depth .
- Governance roles on Compensation and Nominating & Corporate Governance Committees align with her experience in organizational culture, succession planning, and compensation oversight as articulated in committee charters .
- Independence, code compliance, and executive-session participation support board effectiveness standards; DIN maintains robust codes and governance guidelines .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Options Exercisable within 60 Days | RSUs Outstanding (12/31/2024) | Shares Pledged |
|---|---|---|---|---|---|
| Lilian C. Tomovich | 11,031 | * (<1%) | — | 2,737 | None |
Notes: No shares pledged; DIN prohibits hedging and pledging under its Insider Trading Policy and maintains a Dodd-Frank-compliant clawback policy .
Insider Trades
| Disclosure | Status |
|---|---|
| Section 16(a) reporting compliance (2024) | DIN states all required reports by directors/officers were timely filed in 2024 . |
Governance Assessment
- Strengths: Independent director with dual committee roles; strong governance framework (independent Chair, executive sessions, rigorous codes); no related-party transactions; hedging/pledging prohibited; option repricing prohibited; high 2024 say-on-pay support (~92.4%), supporting investor confidence in pay practices .
- Alignment: Director compensation is balanced (cash retainer + time-based RSUs with one-year cliff vest), supported by stock ownership guidelines that all directors met/on track; Ms. Tomovich holds 11,031 shares with additional RSUs outstanding, enhancing skin-in-the-game .
- Oversight signals: Compensation Committee oversight of multi-metric executive incentives and 0% LTIP payouts across cycles demonstrate pay-for-performance enforcement under challenging operating conditions .
- Potential watch items: External full-time executive role at Barclays US Consumer Bank underscores time-availability considerations; DIN’s Nominating & Corporate Governance Committee annually reviews directors’ outside boards and time commitments to mitigate effectiveness risks . No conflicts disclosed involving her external role .
RED FLAGS: None disclosed for Ms. Tomovich—no related-party transactions, no hedging/pledging, no interlocks, attendance ≥75%, and ownership guideline compliance noted at the board level .