Matthew T. Ryan
Dine Brands GlobalAbout Matthew T. Ryan
Matthew T. Ryan (age 62) is an independent director of Dine Brands Global, Inc., joining the Board in March 2024; he currently serves on the Audit Committee. Ryan brings 35+ years of growth-oriented leadership in retail, CPG, and entertainment, most recently as CEO of Soli Organic (2021–present), and previously as EVP & Chief Marketing Officer at Starbucks (2018–2020) and in strategic planning roles at The Walt Disney Company; he also serves on the Board of Directors for Kaiser Permanente Health Plan and Hospitals .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Soli Organic | Chief Executive Officer | 2021–present | Scales controlled environment agriculture; leverages franchise/brand experience |
| Starbucks | EVP & Chief Marketing Officer | 2018–2020 | Led global brand/marketing at scale |
| The Walt Disney Company | Strategic planning roles (titles not disclosed) | Not disclosed | Corporate strategy/brand planning |
| Various advertising agencies | Strategic planning roles | Not disclosed | Marketing strategy expertise |
External Roles
| Organization | Role | Public Company? | Tenure | Notes |
|---|---|---|---|---|
| Kaiser Permanente Health Plan and Hospitals | Director | No | Current | Healthcare system governance; committee positions not disclosed |
| Other public company boards | None disclosed | — | — | No other public company directorships listed for Ryan |
Board Governance
- Independence: The Board affirmatively determined Ryan is independent under NYSE rules .
- Committee assignment: Audit Committee member (not Chair); the Audit Committee met 7 times in 2024 and oversees financial reporting, internal controls, risk (including food safety, quality assurance), cybersecurity, and artificial intelligence .
- Attendance and engagement: The Board held 12 meetings in 2024; each incumbent director attended at least 75% of Board and assigned committee meetings. Directors are expected to attend the annual meeting; all directors then in office attended the 2024 annual meeting except one (Berk) .
- Executive sessions: Non-management directors meet in regular executive sessions; the independent Chairman (Richard J. Dahl) presides .
- Board leadership: The Chairman must be independent per bylaws; Dahl has served as independent Chair since 2017 .
- Related-party transactions: No related party transactions requiring disclosure since January 1, 2024 .
Fixed Compensation
| Component | Policy/Amount | 2024 Actual for Ryan | Notes |
|---|---|---|---|
| Annual Board cash retainer | $75,000 | Included in fees | Standard for all non-employee directors |
| Audit Committee member retainer | $12,500 | Included in fees | Applies to Audit Committee members |
| Meeting fees | $1,500 per meeting beyond the eighth (Board or committee) | Not separately disclosed | Paid if applicable |
| Fees earned (cash) | — | $77,557 | Pro-rated due to March 2024 start |
Performance Compensation
| Award Feature | 2024 Detail | Vesting/Performance | Value/Quantity |
|---|---|---|---|
| Annual equity grant (RSUs) | Granted March 2024 to each non-employee director | One-year cliff vesting; dividend equivalents accrue as additional RSUs; retirement vesting after ≥5 years of service | ~$120,000 grant-date value per director |
| Stock awards recognized (2024) | Ryan’s stock awards in 2024 | Time-based RSUs (no performance condition for directors) | $107,147 |
| RSUs outstanding at 12/31/2024 | Ryan | Unvested at year-end; time-based | 2,282 RSUs |
Directors may defer up to 100% of retainers, committee fees, and equity awards under the Dine Brands Global, Inc. Nonqualified Deferred Compensation Plan .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Compensation Committee interlocks | None; 2024 Compensation Committee members were Berk (Chair), Nahas, Tomovich; no interlocks or insider participation reported |
| Public company interlocks | None disclosed for Ryan |
Expertise & Qualifications
- Franchise/hospitality and blue-chip brand leadership (Starbucks, Disney) supporting Dine’s franchised model and brand stewardship .
- Marketing and strategic planning depth; relevant to demand generation and digital/customer experience oversight .
- Audit Committee role contributes to oversight of financial reporting, risk, cybersecurity, and AI—areas explicitly covered by the committee charter .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 2,323 shares; less than 1% of outstanding | |
| Options | None (no options exercisable within 60 days) | |
| RSUs outstanding (12/31/2024) | 2,282 RSUs (unvested at year-end) | |
| Shares pledged as collateral | None; company states none of the shares in the table are pledged | |
| Hedging/pledging policy | Hedging and pledging of company stock prohibited for directors under Insider Trading Policy | |
| Director ownership guidelines | Lesser of 7,000 shares or value ≥5x annual retainer ($375,000); expected to meet within 5 years of joining; as of March 2025, all directors met, were on track to meet, or exceeded guidelines |
Governance Assessment
- Positive signals:
- Independent director with relevant brand/franchise expertise; serves on Audit Committee overseeing critical risk domains (financial controls, cybersecurity, AI) .
- Strong attendance expectations and Board executive sessions under independent Chair; robust ethics/Code of Conduct frameworks for directors and senior officers .
- Director stock ownership guidelines with five-year compliance window; anti-hedging/pledging policy; Clawback Policy aligned with SEC/NYSE requirements .
- No related-party transactions requiring disclosure; Compensation Committee utilizes independent consultant and reports no interlocks .
- Watch items:
- Short Board tenure (joined March 2024), limiting observable long-term influence on Board effectiveness to date .
- Company’s relative TSR under cash LTIP has been below thresholds over the last three cycles (0% payout), highlighting investor sensitivity to performance; however, this pertains to NEO incentives rather than director pay .
- Proposed 2025 amendment to the Stock Incentive Plan increases shares reserved; management estimates overall dilution at ~18% of fully diluted shares if approved—investors should monitor equity usage and director grants over time .
Appendix: Board/Compensation Context (Company-Level)
| Topic | 2024/2025 Disclosure |
|---|---|
| Say-on-Pay result (May 2024) | 92.4% support |
| Audit Committee oversight scope | Financial reporting, internal controls, risk (food safety, QA), cybersecurity, AI |
| Director compensation cap (plan limit) | Non-employee director cash + equity capped at $700,000 per fiscal year (double in first year of service) |