Vance Chang
Dine Brands GlobalAbout Vance Chang
Vance Y. Chang is Chief Financial Officer (Principal Financial Officer) of Dine Brands Global (DIN), appointed in June 2021; he signed Sarbanes-Oxley certifications on recent SEC filings and leads capital allocation and whole-business securitization financing initiatives . He was 48 in the 2024 proxy, implying ~4.5 years of tenure by late 2025, and previously served as CFO at Exer Urgent Care (2019–2021) and YogaWorks (2016–2019; YogaWorks filed for bankruptcy largely due to COVID impacts in October 2020) . Company performance during 2024: revenues fell to $812.3 million (from $831.1 million in 2023) and consolidated adjusted EBITDA declined to $239.8 million (from $256.4 million); relative TSR for the 2022–2024 LTIP cycle ranked at the 18.2nd percentile, resulting in zero payout, consistent with pay-for-performance discipline .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Exer Urgent Care | Chief Financial Officer | 2019–2021 | Led finance at a medical services firm; experience in healthcare operating finance . |
| YogaWorks | Chief Financial Officer | 2016–2019 | Oversaw finance at specialty fitness; company entered bankruptcy in Oct-2020 amid COVID-related pressures (post tenure) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Exer Urgent Care | CFO | 2019–2021 | Prior employer before DIN . |
| YogaWorks | CFO | 2016–2019 | Prior employer; bankruptcy disclosed for context . |
Fixed Compensation
Multi-year compensation (as reported):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $508,077 | $526,477 | $530,400 |
| Stock Awards ($) | $600,024 | $425,060 | $349,749 |
| Option Awards ($) | $150,014 | $212,522 | $150,010 |
| Non-Equity Incentive (Annual Bonus) ($) | $358,594 | $329,299 | $147,142 |
| All Other Compensation ($) | $40,699 | $53,790 | $45,634 |
| Total ($) | $1,657,408 | $1,551,071 | $1,222,935 |
Annual bonus target structure:
| Item | 2024 |
|---|---|
| Target Bonus (% of Salary) | 75% |
| Actual Payout (% of Target) | 36.99% |
| Actual Bonus Paid ($) | $147,142 |
Perquisites (2024):
| Perk | Amount ($) |
|---|---|
| Auto allowance and expenses | $15,000 |
| 401(k) plan contributions | $17,250 |
| Dining reimbursements (Applebee’s/IHOP/Fuzzy’s) | $3,979 |
| Life & disability insurance premiums | $4,395 |
| Annual physical exam | $5,000 |
| Taxable fringe | $10 |
Performance Compensation
Annual Cash Incentive metrics and weighting (2024):
| Metric | Weighting | Threshold | Target | Maximum | Actual Result | Payout (% of Target) |
|---|---|---|---|---|---|---|
| Dine Brands Adjusted EBITDA ($mm) | 50% | $220.0 | $265.0 | $285.0 | $247.1* | 70.0% |
| Dine Brands Same-Restaurant Sales | 15% | — | — | — | Decrease in 2024 overall SSS (brand-level noted) | — |
| Dine Brands Net Development | 20% | (11) | 27 | 100 | (33) | 0.0% |
| Dine Brands Traffic | 15% | — | — | — | Not disclosed (competitively sensitive) | — |
*Comp Committee adjusted EBITDA metric by $7.3 million to exclude Applebee’s national advertising fund contribution for bonus calculation .
Long-Term Incentive (2024 awards):
| Vehicle | Grant Date | Shares/Units | Strike/Terms | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| Restricted Stock Awards (RSAs) | 3/1/2024 | 7,129 | N/A | 1/3 each year on 3/1/2025, 3/1/2026, 3/1/2027 | $349,749 |
| Non-Qualified Stock Options (NQSOs) | 3/1/2024 | 6,739 | $49.06 strike; expire 3/01/2034 | 1/3 each year on 3/1/2025, 3/1/2026, 3/1/2027 | $150,010 |
| Cash LTIP (relative TSR) | 2024 cycle | Target $150,000 | 0–200% based on TSR percentile | 3-year performance period | $150,000 target |
Relative TSR outcomes (recent cycles):
| Performance Period | DIN TSR | Index Percentile Rank | Payout (% of Target) |
|---|---|---|---|
| 2020–2022 | (18.9)% | 29.6th | 0% |
| 2021–2023 | (23.13)% | 27.6th | 0% |
| 2022–2024 | (47.62)% | 18.2nd | 0% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 67,281 shares; less than 1% of outstanding |
| Options exercisable within 60 days (as of 3/17/2025) | 14,703 shares |
| RSAs/RSUs outstanding (non-vested at 12/31/2024) | RSAs: 1,427 (2022 grant), 3,781 (2023 grant), 7,129 (2024 grant); RSUs: 4,868 unearned were forfeited on 3/4/2025 |
| Shares pledged as collateral | None; hedging and pledging prohibited by policy |
| Stock ownership guidelines | 4x base salary; status “On Schedule”; deadline to comply: June 14, 2026 |
Key outstanding equity (12/31/2024):
| Type | Exercisable | Unexercisable | Strike | Expiration | Notes |
|---|---|---|---|---|---|
| NQSO (2022 grant) | 3,010 | 1,504 | $70.08 | 03/04/2032 | Vests 1/3 annually (Mar 2023–2025) . |
| NQSO (2023 grant) | 1,897 | 3,793 | $74.94 | 03/03/2033 | Vests 1/3 annually (Mar 2024–2026) . |
| NQSO (2024 grant) | — | 6,739 | $49.06 | 03/01/2034 | Vests 1/3 annually (Mar 2025–2027) . |
| RSA (2022 grant) | — | — | N/A | N/A | 1,427 non-vested; vests 1/3 annually Mar 2023–2025 . |
| RSA (2023 grant) | — | — | N/A | N/A | 3,781 non-vested; vests 1/3 annually Mar 2024–2026 . |
| RSA (2024 grant) | — | — | N/A | N/A | 7,129 non-vested; vests 1/3 annually Mar 2025–2027 . |
Employment Terms
| Provision | Without CIC (Severance Plan) | With CIC (Severance Plan; double trigger) |
|---|---|---|
| Cash severance | 12 months base salary + 100% of target bonus | 24 months base salary + 200% of annual target bonus |
| Benefits | Continued insurance up to 18 months (CIC case specified) | Continued insurance up to 18 months |
| Equity vesting (time-based) | Full vesting of time/service-based awards that would vest in 12 months | Full vesting of unvested stock options/SARs/other equity-based awards |
| Performance-based awards (equity and cash LTIP) | Pro rata vesting based on actual performance to end of performance period | Full vesting based on actual performance through CIC; amended 2/19/2025 to vest based on target performance upon qualifying termination within 24 months post-CIC |
| Options exercise window | Up to 24 months post-termination for vested options/SARs | Up to 24 months post-termination for vested options/SARs |
| Section 280G cutback | “Best net” cutback to avoid excise tax if beneficial | “Best net” cutback to avoid excise tax if beneficial |
| Clawback | Company maintains Dodd-Frank/NYSE-compliant clawback policy for incentive compensation | |
| Hedging/pledging | Prohibited under Insider Trading Policy | |
| Employment agreement | Mr. Chang’s prior employment agreement expired June 15, 2024; now covered under Severance Plan |
Compensation Structure Analysis
- Mix and trajectory: 2024 base salary was flat vs 2023; equity grant-date values decreased (stock awards $349,749 vs $425,060; options $150,010 vs $212,522), and annual bonus fell sharply ($147,142 vs $329,299), aligning with weaker 2024 performance and lower AIP payouts (~36.99% of target) .
- Pay-for-performance integrity: Zero payouts under cash LTIP over three consecutive cycles (2020–2022, 2021–2023, 2022–2024) reflect DIN’s relative TSR underperformance vs peers, conserving at-risk pay when results lag .
- Governance safeguards: No option repricing without shareholder approval, no guaranteed bonuses, no tax gross-ups on severance/perqs (except relocation), ownership guidelines enforced, and clawback policy in place .
- Benchmarking: Compensation peer group includes restaurant and hospitality companies (e.g., Texas Roadhouse, Wingstop, Wyndham, Choice Hotels), with DIN considering franchised model differences in pay benchmarking .
Say-On-Pay & Shareholder Feedback
- Say-on-pay approval: ~92.4% support at May 2024 annual meeting, with no changes to 2024 executive compensation program in response; sustained strong historical support (94.8% in 2023) .
Equity Ownership & Beneficial Ownership Context
- Management ownership: Mr. Chang beneficially owns 67,281 shares; options exercisable within 60 days total 14,703; none pledged; directors and officers as a group own ~4.56% .
- Shares outstanding context: 15,636,426 shares outstanding as of March 17, 2025 .
Performance & Track Record
- 2024 operating results used for compensation: Revenues $812.3 million (vs $831.1m 2023); consolidated adjusted EBITDA $239.8 million (vs $256.4m 2023); same-restaurant sales declines at Applebee’s (-4.2%) and IHOP (-2.0%) .
- Capital allocation under CFO leadership: Whole-business securitization refinancings (fixed coupon 6.72% on $600 million notes) and shareholder return shifts (dividend reduced from $0.51 to $0.19, with at least $50 million buyback over next two quarters) citing undervaluation; ~$22.5 million repurchased in Q3 2025 .
- Strategic initiatives: Dual-brand strategy scaling (Applebee’s+IHOP) with 1.5x–2.5x sales lifts post-conversion; targeted 80 dual-brand units open/under construction by end of 2026 .
Investment Implications
- Alignment: On-schedule compliance to 4x salary ownership guidelines, prohibition of hedging/pledging, robust clawback, and strong say-on-pay support suggest governance alignment and risk controls .
- Retention and severance economics: Double-trigger CIC benefits (24 months salary + 200% bonus; full vesting) provide protection but are standard; post-2/19/2025 change to target-based vesting upon CIC termination may modestly raise CIC severance value versus prior “actual performance” approach .
- Pay-performance signal: Consecutive zero LTIP payouts and low 2024 AIP payout (~37% of target) indicate high at-risk pay sensitivity to TSR and operating results, limiting windfalls in weak performance years .
- Trading signals: Management’s buyback acceleration and dividend reallocation, under CFO’s guidance, signal confidence and perceived undervaluation; near-term EPS accretion from repurchases could be material given planned ~$50 million buybacks over two quarters .