Richard J. Dahl
Dine Brands GlobalAbout Richard J. Dahl
Richard J. Dahl (age 73) is the independent Chairman of the Board at Dine Brands Global (DIN), serving on the board since 2004, Lead Director from January 2010 to March 2017, and Chairman since 2017. He is independent under NYSE standards, and currently serves on the Audit Committee and the Nominating & Corporate Governance Committee. His prior executive and board roles span real estate (James Campbell Company LLC), utilities (IDACORP/Idaho Power, Hawaiian Electric Industries), semiconductors (International Rectifier), and consumer products (Dole Food Company). He is Chairman of American Savings Bank (ASB), remaining in that role after HEI sold ASB to private investors subsequent to December 31, 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| James Campbell Company LLC | President & CEO; Chairman of the Board | President & CEO: Aug 2010–Dec 2016; Chairman: 2010–May 2018 | Led a nationally diversified private real estate company |
| IDACORP, Inc. / Idaho Power Company | Director; Chairman of the Board | Director: 2008–May 2024; Chairman: May 2019–May 2024 | Concluded tenure May 2024 |
| International Rectifier Corporation | Director; Chairman of the Board | Director: Feb 2008–Jan 2015; Chairman: May 2008–Jan 2015 | Oversaw board during semiconductor industry cycle |
| Dole Food Company, Inc. | Director; President & COO | 2004–2007 | Senior operating leadership and board oversight |
External Roles
| Organization | Type | Role | Tenure/Status | Notes |
|---|---|---|---|---|
| American Savings Bank (ASB) | Bank (formerly HEI subsidiary; now privately owned) | Chairman of the Board | Current | HEI sold ASB to private investors after 12/31/24; Dahl remains Chairman |
| Hawaiian Electric Industries (HEI) | Public utility | Director | Jan 2017–Aug 2023 | Board service concluded Aug 2023 |
Board Governance
- Board leadership: DIN bylaws require the Chair to be independent; Dahl has served as independent Chairman since 2017, separate from the CEO role. Responsibilities include leading the board, setting agendas with the CEO, overseeing CEO evaluation/compensation with committee chairs, calling special meetings, meeting annually with committee chairs on goals, and advising on investor relations. He presides over executive sessions of non-management directors.
- Independence: The board affirmed Dahl’s independence under NYSE rules.
- Committees: Member, Audit Committee (7 meetings in 2024); Member, Nominating & Corporate Governance Committee (3 meetings in 2024).
- Attendance and engagement: The board met 12 times in 2024; each incumbent director attended at least 75% of the aggregate of board and committee meetings during their service period. All directors in office attended the 2024 annual meeting except one (Berk).
- Retirement policy: Directors generally may not stand for election after age 76 (exceptions permitted); Dahl is age 73.
- Related-party oversight: Audit Committee reviews related-party transactions; none requiring disclosure since January 1, 2024.
- Say-on-pay signal: 92.4% approval on the 2024 say‑on‑pay vote (May 2024), indicating strong shareholder support for compensation oversight.
- Hedging/pledging: Insider Trading Policy prohibits hedging and pledging by directors and officers.
Fixed Compensation (Non‑Employee Director Program; 2024)
| Component | Amount/Terms | Source |
|---|---|---|
| Annual board retainer (cash) | $75,000 | |
| Chairman of the Board retainer (cash) | $125,000 | |
| Committee chair retainers (cash) | Audit: $15,000; Compensation: $12,500; N&CG: $12,500 | |
| Committee member retainers (cash) | Audit: $12,500; Compensation: $10,000; N&CG: $10,000 | |
| Meeting fees (cash) | $1,500 per meeting beyond the 8th per year (board and committee) | |
| Expense reimbursement | Reasonable out‑of‑pocket meeting expenses | |
| Deferral feature | May defer up to 100% of cash fees and equity under Nonqualified Deferred Compensation Plan | |
| Stock ownership guideline | Lesser of 7,000 shares or ≥5× annual retainer ($375,000) within 5 years; all directors met/on track/exceeded as of March 2025 |
| Richard J. Dahl – 2024 Director Pay | Amount ($) | Notes |
|---|---|---|
| Fees earned/paid in cash | 228,500 | Reflects role as independent Chair and committee memberships |
| Stock awards (grant-date fair value) | 128,537 | Annual RSU grant under 2019 Stock Incentive Plan |
| Total | 357,037 | Sum of cash and stock awards |
Performance Compensation (Equity Grants to Directors)
| Equity Element | 2024 Structure/Value | Vesting | Other Terms |
|---|---|---|---|
| Annual equity award (RSUs) | Approximately $120,000 to each non‑employee director (Dahl’s grant-date fair value: $128,537) | Cliff vests on 1‑year anniversary of grant | Dividend equivalents accrue as additional RSUs; vest with underlying award |
| RSUs outstanding at 12/31/2024 (Dahl) | 2,737 units | Subject to award terms | Outstanding balance disclosed in proxy table |
Note: DIN’s director equity is time-based; no performance-vesting metrics are used for director awards.
Other Directorships & Interlocks
| Company | Public/Private | Role | Dates | Potential Conflict/Interlock Relevance |
|---|---|---|---|---|
| American Savings Bank (ASB) | Private (post-sale) | Chairman | Current | Banking relationship not disclosed as related-party; none requiring Item 404 disclosure since 1/1/2024 |
| Hawaiian Electric Industries | Public | Director | 2017–2023 | No DIN related-party transactions disclosed |
| IDACORP / Idaho Power | Public | Director; Chairman | 2008–2024; Chair 2019–2024 | No DIN related-party transactions disclosed |
| International Rectifier | Public (until acquisition) | Director; Chairman | 2008–2015 | No DIN related-party transactions disclosed |
| Dole Food Company | Public (during service) | Director; President & COO | 2004–2007 | No DIN related-party transactions disclosed |
Expertise & Qualifications
- Governance and board leadership experience as independent Chairman of DIN; prior chair roles at multiple companies (IDACORP/Idaho Power, International Rectifier, James Campbell Company).
- Cross-industry operating and oversight experience in real estate, utilities, semiconductors, and consumer products (President & COO at Dole; CEO/Chairman at James Campbell Company).
- Current service on DIN’s Audit Committee and Nominating & Corporate Governance Committee.
Equity Ownership
| Ownership Detail (as of 3/17/2025) | Amount |
|---|---|
| Total shares beneficially owned (Dahl) | 77,628 shares |
| Of which: shares held by Richard J. Dahl Revocable Living Trust | 50,628 shares |
| Options exercisable within 60 days | 27,000 shares underlying options |
| RSUs outstanding at 12/31/2024 | 2,737 units |
| Pledged as collateral | None (company states none of the shares have been pledged) |
| Section 16(a) compliance | All required insider filings were timely in 2024 (company belief) |
Insider Trades
| Item | 2024 Status |
|---|---|
| Section 16(a) filing compliance | All required reports were filed on a timely basis in 2024 (company belief) |
Governance Assessment
-
Strengths
- Independent board leadership with Chairman separate from CEO; Dahl presides over executive sessions and oversees CEO evaluation with committee chairs.
- Independence affirmed; active service on Audit and Nominating & Governance committees; attendance expectations met in 2024.
- Strong director ownership alignment: robust guidelines (≤5× retainer or 7,000 shares) and prohibition on hedging/pledging; no shares pledged; ability to defer pay promotes long-term alignment.
- Clean related-party profile: no Item 404 related-party transactions since January 1, 2024.
- Shareholder support signal: 92.4% say‑on‑pay approval in 2024.
-
Watch items
- Tenure and retirement horizon: Age 73 vs. board policy general retirement age 76 (exceptions possible); underscores need for succession planning at the Chair level.
- External commitments: Currently chairs ASB’s board (now private); prior public utility board roles concluded in 2023–2024; Nominating & Governance Committee annually reviews outside directorships for workload/overboarding risk.
-
RED FLAGS
- None disclosed: No related-party transactions, no hedging/pledging, and timely insider filings reported.