Martha C. Poulter
Dine Brands GlobalAbout Martha C. Poulter
Senior Vice President and Chief Information Officer at Royal Caribbean Group; independent director at Dine Brands Global since September 2021. Age 57; B.S.E. in Computer Science & Engineering (University of Connecticut) and MBA (University of New Haven). Serves on DIN’s Audit Committee and is designated Cyber Security Liaison, bringing deep IT operations, cybersecurity, and hospitality experience to board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Capital | Vice President & Chief Information Officer (global IT strategy/operations) | 2010–2014 | Led global digitization strategy and integration across platforms |
| Starwood Hotels & Resorts | Executive Vice President & Chief Information Officer | 2014–2016 | Architected guest-facing technology strategy and experiences |
| Royal Caribbean Group | Senior Vice President & Chief Information Officer | 2018–present | Leads global IT onshore/shipboard across brands (Royal Caribbean, Celebrity, Silversea) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FirstGroup plc (LSE:FGP) | Independent Non-Executive Director; Chair, Board Safety Committee | 2017–2021 | Appointed May 26, 2017; did not seek re-election and stood down in 2021 |
| Norwalk Community College Foundation | Board member (non-profit) | n/a | External civic role (bio source) |
| Hispanic Federation | Board member (non-profit) | n/a | External civic role (bio source) |
DIN appointed Poulter to the board in August 2021 as an independent director .
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met 7× in 2024. Poulter is also Cyber Security Liaison to the board, reflecting oversight of cybersecurity and information technology risk, including AI topics .
- Independence: Board determined Poulter is independent under NYSE standards; all three standing committees (Audit, Compensation, Nominating & Governance) are fully independent .
- Attendance: Board held 12 meetings in 2024; each incumbent director attended at least 75% of board and committee meetings during their service period .
- Executive sessions: Non‑management directors meet in executive session; independent Chair presides .
- Related‑party transactions: No related‑party transactions requiring Item 404 disclosure since January 1, 2024 .
- Compensation committee interlocks: None in 2024; no insider participation or relationships requiring Item 404 disclosure among Compensation Committee members .
- Say‑on‑pay support (signal of investor sentiment): 92.4% approval at May 2024 annual meeting .
Fixed Compensation (Director)
| Component | Program Terms (DIN) | Poulter 2024 Actual ($) |
|---|---|---|
| Board annual cash retainer | $75,000 for non‑employee directors | Included in fees |
| Committee chair retainers | Audit $15,000; Compensation $12,500; Nominating & Gov $12,500 | n/a (member, not chair) |
| Committee member retainers | Audit $12,500; Compensation $10,000; Nominating & Gov $10,000 | Included in fees |
| Meeting fees (excess) | $1,500 per board or committee meeting beyond 8 per year | Included in fees |
| Chairman of Board retainer | $125,000 (not applicable to Poulter) | n/a |
| Fees earned (cash) | — | $93,500 |
Performance Compensation (Director)
- Annual equity: RSUs granted to each non‑employee director in March 2024 (~$120,000 value), one‑year cliff vest; dividend equivalents accrue as additional RSUs, subject to same vesting .
- 2024 stock awards fair value (DIN ASC 718): Poulter $128,537 .
- Ownership guidelines: Directors must hold the lesser of 7,000 shares or shares valued at ≥5× annual retainer ($375,000). Directors are expected to meet within 5 years; as of March 2025, all directors met, were on track, or exceeded guidelines .
| Metric | Grant Date | Shares Granted (#) | Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| 2024 Director RSU grant (Poulter) | March 2024 | — (company grants RSUs; individual count not disclosed) | 128,537 | One‑year cliff (anniversary of grant) | Dividend equivalents accrue as RSUs |
Directors may defer up to 100% of cash fees and equity under DIN’s Nonqualified Deferred Compensation Plan .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| FirstGroup plc | Independent NED; Board Safety Committee Chair | Committee chair; prior Audit Committee member | Transportation sector; no disclosed conflicts with DIN; stepped down in 2021 |
| Royal Caribbean Group | SVP & CIO (management role) | n/a | No related‑party transactions reported at DIN since 1/1/2024 ; independence affirmed |
Expertise & Qualifications
- Technical expertise: Cybersecurity, IT strategy, operations across hospitality, financial services, and travel; board‑designated Cyber Security Liaison .
- Industry experience: Hospitality (Starwood), travel/cruise (Royal Caribbean), financial services (GE Capital) .
- Education: B.S.E. Computer Science & Engineering (UConn); MBA (Univ. of New Haven) .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Total beneficial ownership (DIN Common) | 6,425 shares; <1% of class | As of March 17, 2025; none pledged; percent denoted as less than 1% by DIN |
| RSUs outstanding at 12/31/2024 | 2,737 | Director RSUs outstanding at year‑end (includes prior grants/dividend equivalents) |
| Options exercisable within 60 days | 0 | No director options listed for Poulter; directors generally hold RSUs, not options |
| Shares pledged | None | DIN notes no pledged shares among listed insiders |
| Ownership guideline | Lesser of 7,000 shares or ≥5× annual retainer ($375,000); 5‑year window | Company reports all directors met/were on track as of March 2025 |
Governance Assessment
- Board effectiveness: Poulter’s Audit Committee role and Cyber Security Liaison designation strengthen oversight in financial reporting, cybersecurity, and emerging technology risk (including AI) — aligned with DIN’s expanded audit remit .
- Alignment and incentives: Standard DIN director pay structure balances fixed cash retainers with annual RSU grants that vest over one year; robust stock ownership guidelines and prohibition on hedging/pledging support alignment .
- Independence and conflicts: Independence affirmed; no related‑party transactions; Compensation Committee interlocks absent — positive governance signals .
- Engagement: Board/committee cadence is regular (12 board meetings; Audit 7), with directors meeting attendance expectations (≥75%) — indicates active oversight .
- Investor sentiment: Strong say‑on‑pay support (92.4%) suggests general shareholder confidence in governance/compensation practices .
Red Flags
- Minor Section 16 timing item historically: DIN disclosed one late Section 16 filing in 2022 related to RSU vesting for Poulter; no such issues noted for 2024 (DIN reports timely compliance) .
- Ownership concentration: Individual director holdings are small relative to float (<1%), though DIN’s guideline policy and RSU grants aim to drive compliance over time .
Clawback, hedging/pledging restrictions, and double‑trigger equity vesting protections are in place, reducing pay‑risk and enhancing governance quality .