ByJim Osman,

Senior Contributor.

When a company stops taking questions, it stops being accountable. Dine Brands Global, the parent of Applebee’s, IHOP, and Fuzzy’s, has decided silence is easier than scrutiny. There was no Q&A for investors on the latest earnings call. Franchisees, the operators who drive the business every day, were told not to speak with analysts or investors. Even at paid conferences, which they finance themselves, they are not allowed to ask questions. The message is clear: manage the dialogue and overlook the outcomes. Effective corporate governance doesn’t exist.

Here is the truth behind that silence. Not one independent director at Dine Brands owns even one percent of the company they oversee. Most of them have never bought shares with their money. While shareholders have lost seventy percent of their value, the people responsible for that destruction have risked almost nothing. The incentives are broken. The alignment is gone. It smells of entitlement.

Dine Brands’ board is a picture of stagnation. The average tenure among directors is more than ten years, long enough to blur the line between oversight and comfort. Most have no real operating experience in restaurants, despite being responsible for two of the country’s largest casual dining chains. The disconnect between the boardroom and the business is complete.