Michael C. Hyter
Dine Brands GlobalAbout Michael C. Hyter
Michael C. Hyter (age 68) has been an independent director of Dine Brands Global, Inc. since July 2020. He is President and Chief Executive Officer of the Executive Leadership Council (ELC) since March 2021; previously Chief Diversity Officer at Korn Ferry (June 2020–February 2021) and Managing Partner at Korn Ferry (September 2012–June 2020). Earlier roles include President and Managing Partner of Global Novations LLC (2006–September 2012) and President & CEO of Novations LLC (2001–2006). He serves as Chair of the Nominating & Corporate Governance Committee and as the Board’s Business Responsibility liaison.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novations LLC | President & CEO | 2001–2006 | Led leadership development firm |
| Global Novations LLC | President & Managing Partner | 2006–Sep 2012 | Diversity, inclusion, and leadership solutions provider |
| Korn Ferry | Managing Partner | Sep 2012–Jun 2020 | Senior leadership at organizational advisory firm |
| Korn Ferry | Chief Diversity Officer | Jun 2020–Feb 2021 | Oversaw diversity strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Executive Leadership Council (ELC) | President & CEO | Mar 2021–present | ELC is a membership organization for Black CEOs, board directors, and senior executives |
Board Governance
| Committee/Role | Assignment | 2024 Meetings | Notes |
|---|---|---|---|
| Nominating & Corporate Governance | Chair (Hyter) | 3 | Oversees board succession, composition, independence, governance guidelines, CSR/sustainability, political activities; conducts board evaluations/training |
| Board Business Responsibility Liaison | Liaison (Hyter) | — | Coordinates board oversight of CSR/sustainability through management Task Force |
- Independence: The Board affirmatively determined Hyter is independent under NYSE standards.
- Attendance and engagement: The Board held 12 meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings during their service period; directors are expected to attend the Annual Meeting.
- Executive sessions: Non-management directors meet in regular executive sessions; the independent Chairman presides.
- Board leadership: Independent Chairman (Richard J. Dahl); roles of Chair and CEO are separated.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $98,928 | Includes Board/committee retainers and any applicable meeting fees |
| Director Annual Cash Retainer (program) | $75,000 | Standard non-employee director retainer (program-wide) |
| Committee Chair Retainer – Nominating & Corporate Governance (program) | $12,500 | Annual chair retainer (program-wide) |
| 2024 Director Compensation (Hyter) | Amount |
|---|---|
| Cash Fees | $98,928 |
| Stock Awards (grant-date fair value) | $128,537 |
| Total | $227,465 |
Program features:
- Meeting fees: $1,500 per Board/committee meeting beyond eight per year.
- Deferred compensation: Directors may defer up to 100% of Board/committee fees and equity awards under the Nonqualified Deferred Compensation Plan.
Performance Compensation
| Award Term | Detail |
|---|---|
| Award type | RSUs (non-employee director annual grant) |
| Grant timing | March 2024 |
| Grant-date fair value (Hyter 2024 reported) | $128,537 |
| Units outstanding at 12/31/2024 (Hyter) | 2,737 RSUs |
| Vesting schedule | One-year cliff vest from date of grant; retirement after 5 years of Board service vests all outstanding RSUs |
| Dividend equivalents | Additional RSUs in lieu of cash dividends; same vesting as underlying RSUs |
| Performance conditions | None disclosed for director RSUs (time-based) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | Proxy biography lists executive roles; no other public company directorships are listed for Hyter. |
Expertise & Qualifications
- Senior executive experience and management background across leadership development, diversity and inclusion, and organizational advisory sectors; recognized for diversity and inclusion-driven corporate growth strategies.
- Governance expertise through chairing Nominating & Corporate Governance: independence assessments, board composition/succession, CSR/sustainability oversight, board effectiveness evaluation/training.
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 6,168 (less than 1% of outstanding) |
| Shares pledged as collateral | None |
| Options exercisable within 60 days | — (none) |
| RSUs outstanding (12/31/2024) | 2,737 |
| Director ownership guidelines | Hold lesser of 7,000 shares or stock valued at ≥5x annual retainer ($375,000); directors expected to meet within 5 years; as of March 2025 all directors met, were on track to meet, or exceeded guidelines. |
Section 16 compliance: The company reports all directors and officers filed required ownership reports timely in 2024.
Governance Assessment
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Positive signals:
- Independent director with leadership of Nominating & Corporate Governance, directly overseeing board composition, independence, and CSR/sustainability—supports board effectiveness and alignment with long-term strategy.
- Independence confirmed; separation of Chair/CEO roles; regular executive sessions under an independent Chair—all supportive of robust oversight.
- Engagement: Board met 12 times in 2024; each incumbent director attended ≥75% of Board/committee meetings.
- Ownership alignment: Beneficial ownership plus RSUs; director ownership guidelines in place and boardwide compliance/on-track status reported; hedging and pledging are prohibited.
- No related-party transactions requiring disclosure since January 1, 2024; equity plans prohibit option repricing without shareholder approval.
- Shareholder support backdrop: 92.4% “Say-on-Pay” approval in May 2024 (context for compensation governance culture).
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Watch items:
- Director equity grants are time-based RSUs (no performance conditions), which are standard but provide less performance linkage than PSUs; continue monitoring overall alignment and any future changes to director equity design.