DEF 14A of Restaurant Brands International Inc., Apr 25, 2024

DEF 14A of Restaurant Brands International Inc.

Filed Apr 25, 2024 · FY20230001193125-24-114030

Open on EDGAR

  1. Compensation Highlights

    | What We Do | What We Don’t Do | | ✓ Incentives aligned with performance and ownership culture to align with shareholder interests | No change-in-control excise tax gross-ups | | ✓ Performance metrics support our growth strategy | No repricing of stock options without shareholder approval | | ✓ Incentive clawback policy | No single-trigger change-in-control acceleration | | ✓ Substantial stock ownership guidelines, CEO at 12x base salary | No hedging or pledging of RBI equity by officers and employees | | ✓ Annual say on pay advisory vote | No termination for good reason provisions |

  2. Compensation Highlights

    | › | Annual cash incentives are performance-based and are subject to achievement of our minimum financial goals for the calendar year. |

  3. Compensation Highlights

    | › | We strive to create an ownership culture with performance-based long-term equity awards in addition to the bonus swap program. The bonus swap program provides equity awards to those executives who are willing to invest in the company through the purchase of shares at fair market value which are matched with restricted stock units that vest over time. The program encourages retention of those shares as the matching equity awards are forfeited if the purchased shares are sold prior to vesting of the awards. |

  4. SHAREHOLDER PROPOSALS

    Our by-laws permit the Board of Directors (the “Board”) to determine the number of directors that constitute the Board, provided that the Board shall not consist of fewer than 3 or greater than 15 members. We currently have 10 members of the Board. In addition, our by-laws provide that at least 25% of the directors shall be resident Canadians, as required by the Canada Business Corporations Act (the “CBCA”). Our Board consists of directors who have a diverse set of perspectives, backgrounds, and experiences. We believe a board of the proposed size and composition is appropriate and allows effective committee organization and the facilitation of efficient meetings and decision-making. Our director nominees are: Messrs. Behring, de Limburg Stirum, Doyle, Hedayat, Lemann, Melbourne, and Schwartz, and Mses. Farjallat, Fribourg, and Sweeney. Messrs. Hedayat and Melbourne, and Ms. Sweeney are each a resident Canadian as defined by the CBCA. Mr. Doyle joined RBI as Executive Chairman, an officer position, in November 2022. In January 2023, the Board appointed Mr. Doyle as Executive Chair of the Board. Mr. Doyle has extensive experience in the quick service industry and the success that he delivered at Domino’s Pizza positions him well to assist RBI in accelerating its growth, including through franchisee profitability initiatives. Mr. Doyle is also able to provide the Board and our senior executives, including our CEO, with unparalleled perspective, guidance, advice and strategic vision regarding the quick service industry and RBI’s business, operations and strategy. As Mr. Doyle does not have daily operational responsibilities, he is able to focus on leading the Board in fulfilling its oversight and governance responsibilities. Mr. Doyle acts as a bridge between the Board and the CEO, offering guidance and strategic direction. Mr. Hedayat has served as Lead Independent Director since June 2023 and as a director since 2016. Mr. Hedayat is a seasoned investment banker and public company board director, bringing financial expertise, M&A integration experience and corporate governance oversight. Mr. Hedayat works closely with Mr. Doyle to provide an informed, independent perspective to all matters of the Board. As we discuss under “Corporate Governance—Board Independence” on page 12 of this proxy statement, our Board conducts an evaluation of the independence of each director and has determined that all of our director nominees, except Mr. Doyle, qualify as “independent” directors under the NYSE listing standards, the rules of the TSX and Canadian securities laws. We believe that each of our director nominees possesses the experience, skills, and qualities to fully perform his or her duties as a director and contribute to our success. Our director nominees were nominated because each is of high ethical character, is highly accomplished in his or her field with superior credentials and recognition, has a sound personal and professional reputation, has the ability to exercise sound business judgment, and is able to dedicate sufficient time to fulfilling his or her obligations as a director. Further, it is our view that these director nominees complement each other as a group. Our director nominees appear on the following pages. Each director nominee’s principal occupation and other pertinent information about particular experience, qualifications, attributes, and skills that led the Board to conclude that such person should serve as a director, appears on the following pages. In accordance with the CBCA, a nominee will be elected only if the number of votes cast in the nominee’s favour represents a majority of the votes cast for and against them, subject to certain exceptions. See “Corporate Governance—Election of Directors—Majority Voting” beginning page 13 of this proxy statement.

  5. Nominees For Director

    Nominees For Director

  6. Nominees For Director

    | Alexandre Behring | | | Independent Committees: Compensation (Chair) Nominating and Corporate Governance (Chair) | BUSINESS EXPERIENCE: Mr. Behring has served on our Board since 2014, as Chair from December 2014 to January 2019 and as Co-Chair from January 2019 to January 2023. Mr. Behring is a Founding Partner and has been Managing Partner (now Co-Managing Partner) and a Board Member of 3G Capital Partners LP, a global investment firm (“3G Capital”), since 2004. Following the acquisition of Burger King Holdings, Inc. by 3G Capital, he served on the board of Burger King Worldwide, Inc. (“BKW”) and its predecessor as chairman from October 2010 until December 2014. Mr. Behring served as Chairman of the Kraft Heinz Company from July 2015, following Berkshire Hathaway and 3G Capital’s acquisition of H.J. Heinz Company in June 2013 and subsequent combination with Kraft Foods Group in July 2015, to May 2022. Since February 2022, he also serves as a director of Hunter Douglas Group, global leader in the window coverings industry. Mr. Behring also served as a director of Anheuser-Busch InBev, a global brewer, from March 2014 until March 2019. Previously, Mr. Behring spent ten years at GP Investiments, one of Latin America’s premier private-equity firms, including eight years as a partner and member of the firm’s Investment Committee. He served for seven years, from 1998 until 2004, as Chief Executive Officer of America Latina Logistica (“ALL”), one of Latin America’s largest railroad and logistics companies. He also served as a director of ALL until December 2011. From July 2008 until May 2011, Mr. Behring served as a director of CSX Corporation, a U.S. rail-based transportation company. Mr. Behring is 57 years old and resides in Rio de Janeiro, Brazil. At our 2023 annual meeting, he received 89% votes in favor of his re-election. QUALIFICATIONS The Board nominated Mr. Behring due to his experience in executive roles at private equity firms and as CEO for a large railroad and logistics company as well as his experience as Chair of the Board of RBI and its predecessor and the Kraft Heinz Company. In addition, the Board considered his knowledge of strategy and business development, finance, risk assessment, logistics and leadership development. |

  7. Nominees For Director

    | Restaurant Brands International | 2024 Proxy Statement | | | Page 3 |

  8. Nominees For Director

    | Maximilien de Limburg Stirum | | | Independent Committees: Audit Conflicts | BUSINESS EXPERIENCE: Mr. de Limburg Stirum has served on our Board since June 2020. Mr. de Limburg Stirum has served as the Executive Chairman of Société Familiale d’Investissements (“SFI”), an investment holding company, since May 2012 and as Chief Executive Officer and a director of Denarius S.A., a private investment advisor to SFI. Prior to that, he served as Chief Investment Officer of Compagnie Nationale a Portefeuille, an investment firm, from January 1995 to December 2011. Mr. de Limburg Stirum has served as a director on a number of company boards, including Tikehau Capital, an asset management company listed in Paris, since May 2023, EPS, a company holding a significant investment in AB InBev, since June 2013 and Synatom, a nuclear energy company, since March 2021, on which he also serves on the audit committee. He previously served as a director and audit committee member of Forest and Biomass Holding from May 2015 to December 2018, of Quick Restaurants S.A., a quick service restaurant company in Belgium and of Groupe Flo, a restaurant company in France. Mr. de Limburg Stirum is 52 years old and resides in Brussels, Belgium. At our 2023 annual meeting, he received 99.6% votes in favor of his re-election. QUALIFICATIONS The Board nominated Mr. de Limburg Stirum due to his experience in executive roles at private investment firms and his experience in the quick service restaurant industry. In addition, the Board considered his global leadership experience in strategy and business development, finance, and leadership development as well as his insight into corporate governance, accounting, and mergers and acquisitions, with specific geographic expertise for Europe. |

  9. Nominees For Director

    | J. Patrick Doyle | | | Executive Chair Committees: None. | BUSINESS EXPERIENCE: Mr. Doyle has served as Executive Chair of our Board since January 2023 and as Executive Chairman of RBI since November 2022. Most recently, he served as an executive partner focused on the consumer sector of the Carlyle Group, a global diversified investment firm, from September 2019 through November 2022. Prior to that he served as the chief executive officer of Domino’s Pizza, from March 2010 to June 2018, having served as president from 2007 to 2010, as executive vice president of Domino’s Team USA from 2004 to 2007 and as executive vice president of Domino’s Pizza International from 1999 to 2004. Mr. Doyle has served on the board of directors of Best Buy Co., Inc. since November 2014, has been the Chairman of Best Buy’s board since May 2020 and is stepping down in June 2024. Mr. Doyle earned his M.B.A. from The University of Chicago Booth School of Business, and his B.A. from The University of Michigan. Mr. Doyle is 60 years old and resides in Florida, United States. At our 2023 annual meeting, he received 99% votes in favor of his election. QUALIFICATIONS The Board nominated Mr. Doyle due to his experience as the former CEO of Domino’s Pizza. The Board also considered Mr. Doyle’s experience leading one of the restaurant industry’s most successful transformations by focusing on putting the guest experience first, franchisee profitability, and being the best at digital ordering and food quality. In addition, the Board considered his global leadership experience in strategy and business development, finance, and leadership development as well as his insight into brand marketing and mergers and acquisitions. |

  10. Nominees For Director

    | Page 4 | | | 2024 Proxy Statement | Restaurant Brands International |

  11. Nominees For Director

    | Cristina Farjallat | | | Independent Committees: Compensation | BUSINESS EXPERIENCE: Ms. Farjallat has served on our Board since January 2023. Ms. Farjallat has served as regional sales director, mid-market Latin America for Facebook Brasil since March 2020. Prior to joining Facebook, Ms. Farjallat served as senior director of marketplace/chief marketing officer for Mercado Livre do Brasil, a marketplace and fintech company, from March 2017 through February 2020. She served as founder and chief executive officer of Tiena Indústria s Comércio de Cosméticos Ltda, a cosmetics company, from January 2009 to October 2016. Ms. Farjallat served as an advisor to Americanas, a publicly-traded retail, online commerce and fintech company, from December 2021 to April 2023 and served on its digital committee. From June 2021 to December 2021, she served as an independent board member of Lojas Americanas S.A., one of South America’s largest retailers. Ms. Farjallat earned her MBA from Harvard Business School and her bachelor’s degree from Universidade de São Paolo. Ms. Farjallat is 52 years old and resides in São Paolo, Brazil. At our 2023 annual meeting, she received 98% votes in favor of her election. QUALIFICATIONS The Board nominated Ms. Farjallat because of her experience in international executive leadership roles. In addition, the Board considered her knowledge of strategy, business development, marketing, and digital expertise. |

  12. Nominees For Director

    | Jordana Fribourg | | | Independent Committees: None | BUSINESS EXPERIENCE: Ms. Fribourg has served on our Board since May 2023. Ms. Fribourg serves as Chief Talent Officer, Board Observer at Continental Grain Company, an international agribusiness and investment company based in New York City, NY since March 2020. Prior to taking this role, she was a Senior Associate, Corporate Investment from 2017 to 2020 supporting various transactions, including M&A, Capital Markets, Venture Capital and Private Equity funds. From 2010 to 2012, Ms. Fribourg had co-founded Arte Sempre LLC, a streetwear branding company making art accessible through the medium of hand-made sustainable sportswear. She has served on the board of directors of Kona Ice since 2023, Woof Gang Bakery since 2020 and the Fribourg Family Foundation since 2019. She also had served as a director of Joyride Coffee Distributors from 2018 to 2019. Ms. Fribourg received her MBA from Columbia Business School and her B.A. from Brown University. Ms. Fribourg is 36 years old and resides in New York, United States. At our 2023 annual meeting, she received 93% votes in favor of her election. QUALIFICATIONS The Board nominated Ms. Fribourg due to her experience in a leadership role of an international agribusiness and investment company, and as a director of several private companies that are in the food and franchise industries. In addition, the Board considered her knowledge of human capital, talent management and selection, capital allocation and investment, and corporate social responsibility and community involvement. |

  13. Nominees For Director

    | Restaurant Brands International | 2024 Proxy Statement | | | Page 5 |

  14. Nominees For Director

    | Ali Hedayat | | | Lead Independent Director Committees: Audit (Chair) Conflicts (Chair) Nominating and Corporate Governance | BUSINESS EXPERIENCE: Mr. Hedayat has served on our Board since July 2016. Mr. Hedayat is the founder and has been Managing Director of Maryana Capital, a financial firm in Toronto, Ontario, Canada, since March 2015. He previously cofounded Edoma Capital in London, a capital fund, where he worked from 2010 until December 2012, and was a partner at Indus Capital, a capital fund in London, from May 2013 until March 2015. Mr. Hedayat held progressively more senior roles at the Goldman Sachs Group from 1997 to 2010, including from 2005 to 2007 as Managing Director of the European Principal Strategies group and from 2007 to 2010 as Managing Director and Co-head of the Americas Principal Strategies group. Mr. Hedayat has served on the board of DRI Healthcare Trust, a TSX traded trust with a portfolio of pharmaceutical and biotechnology investments, since June 2020 and RMM Management, a public music royalty company, from August 2020 to July 2021. Mr. Hedayat previously served on the board and audit committee of U.S. Geothermal Inc., a renewable energy company, from February 2017 until March 2018 and, from May 2018 through July 2019, served on the board and governance and nomination committee of Crius Energy, an independent energy retailer in the United States. Mr. Hedayat is 49 years old and resides in Ontario, Canada. At our 2023 annual meeting, he received 95% votes in favor of his re-election. QUALIFICATIONS The Board nominated Mr. Hedayat because of his significant experience in investment banking and outside board service. In addition, the Board considered his international experience as well as his knowledge of finance, mergers and acquisitions and corporate governance. |

  15. Nominees For Director

    | Marc Lemann | | | Independent Committees: None | BUSINESS EXPERIENCE: Mr. Lemann has served on our board since June 2021. Mr. Lemann is an investor and entrepreneur with a broad range of business and investment experience. He is the founder and director of Maai Ltd., which has invested in ventures and public equities since January 2018. He previously co-founded Go4it Capital, a venture capital firm that has invested in sports technology, digital media, health and wellbeing ventures, and has served as a director since February 2016. Mr. Lemann has served as a member of the general partner of Growth Interface Fund, a long-only public equities fund, since December 2017. Previously, from October 2015 until January 2022, Mr. Lemann served as a director of Go4it Esportes e Entretenimento S.A., a sports agency and business incubator he co-founded in Brazil. Since April 2022, Mr. Lemann has served as a member of the board of directors of São Carlos Empreendimentos e Participações S.A., a commercial real estate investment and management company in Brazil that is publicly held and listed on the Brazilian stock exchange, and was previously an alternate board member from April 2020 to April 2022. Mr. Lemann graduated from Columbia University with a Bachelor of Arts majoring in economics. Mr. Lemann is 32 years old and resides in Switzerland. At our 2023 annual meeting, he received 93% votes in favor of his re-election. QUALIFICATIONS The Board nominated Mr. Lemann due to his business, investment and merger and acquisition knowledge, including his experience in digital technology, venture financing, and real estate. |

  16. Nominees For Director

    | Page 6 | | | 2024 Proxy Statement | Restaurant Brands International |

  17. Nominees For Director

    | Jason Melbourne | | | Independent Committees: Audit Compensation Conflicts | BUSINESS EXPERIENCE: Mr. Melbourne has served on our board since September 2020. Mr. Melbourne has been the Head of Canadian Capital Markets at Canaccord Genuity since June 2023 and is also a member of its global operating committee. Prior to this role, Mr. Melbourne was Global Head of Distribution at Canaccord Genuity from October 2020 to June 2023. He previously served as Global Head of Canadian Equities from May 2010 to October 2020 and as Principal, Sales & Trading for Genuity Capital Markets beginning in January 2005. Prior to his time at Canaccord Genuity, he was Director of Sales and Trading at CIBC World Markets from June 2001 to January 2005. Mr. Melbourne has served on the board of directors at Lay-Up, a youth basketball foundation that strives to empower youth with the confidence and life skills to become the community leaders of tomorrow, since March 2018, and Huron College – University of Western Ontario, since September 2021. From November 2019 to March 2021, he served on the board of directors of the Ontario Lottery and Gaming Corporation, an agency that develops world-class gaming entertainment in the Province of Ontario. Mr. Melbourne is 52 years old and resides in Ontario, Canada. At our 2023 annual meeting, he received 98% votes in favor of his re-election. QUALIFICATIONS The Board nominated Mr. Melbourne due to his experience in executive roles at a large financial services company. In addition, the Board considered his knowledge of finance and capital markets as well as his knowledge of the Canadian market. |

  18. Nominees For Director

    | Daniel S. Schwartz | | | Independent Committees: None | BUSINESS EXPERIENCE: Mr. Schwartz has served on our Board since December 2014 and served as Co-Chair from January 2019 to January 2023. Mr. Schwartz served as the Chief Executive Officer of RBI and its predecessor BKW from June 2013 until January 2019 and as Executive Chairman from January 2019 through June 2019. Mr. Schwartz joined Burger King Holdings, Inc., the predecessor to BKW, in October 2010 as Executive Vice President, Deputy Chief Financial Officer. From January 2011 until March 2013, he served as Chief Financial Officer of BKW and from March 2013 until June 2013, he served as Chief Operating Officer. Mr. Schwartz is co-Managing Partner of 3G Capital, a global investment firm. Since February 2022, he has also served as a director of privately held Hunter Douglas Group, global leader in the window coverings industry. From 2012 until February 2015, Mr. Schwartz served as a director of Carrols Restaurant Group, Inc., RBI’s largest Burger King franchisee in the United States. Mr. Schwartz is 43 years old and resides in Florida, United States. At our 2023 annual meeting, he received 99.5% votes in favor of his re-election. QUALIFICATIONS The Board nominated Mr. Schwartz because of his experience as the CEO and Co-Chair/Executive Chairman of RBI and its predecessors. In addition, the Board considered his knowledge of strategy and business development, finance, marketing and consumer insights, risk assessment, mergers and acquisitions, leadership development and succession planning. |

  19. Nominees For Director

    | Restaurant Brands International | 2024 Proxy Statement | | | Page 7 |

  20. Nominees For Director

    | Thecla Sweeney | | | Independent Committees: Nominating and Corporate Governance | BUSINESS EXPERIENCE: Ms. Sweeney has served on our Board since January 2022. Ms. Sweeney is a partner and co-founder of Alphi Capital Inc., a private investment firm formed in August 2022. Prior to founding Alphi, from 2004 to 2022, Ms. Sweeney was a member of the investment team at Birch Hill Equity Partners, a leading Canadian mid-market private equity firm focused on investments in the consumer, healthcare and telecom industries. In the 12 years that Ms. Sweeney was a partner at Birch Hill, she spent the last four as an Operating Partner and Executive Chair and Chief Executive Officer for Motion LP, a privately-held provider of complex mobility and accessibility solutions in Canada. Prior to joining Birch Hill, Ms. Sweeney worked on the start-up of Porter Airlines, was a consultant at Bain & Company and spent three years in the Chairman’s Office of George Weston Limited. Since March 2023, she has served on the board of Dollarama Inc., a publicly-traded Canadian value retailer. She served on the board of directors of Motion LP from 2014 to January 2023. From 2010 to April 2022, she served on the board of Mastermind LP, a privately-held specialty toy retailer and from 2019 to July 2022 she served on the board of FlexNetworks LP, a privately-held telecom business. From 2012 to 2017, she served on the board of Sleep Country Canada, a specialty retailer of mattresses and accessories. Ms. Sweeney is 52 years old and resides in Ontario, Canada. At our 2023 annual meeting, she received 99.8% votes in favor of her re-election. QUALIFICATIONS The Board nominated Ms. Sweeney due to her experience as a CEO and as a director of multiple companies in various industries and as a consultant. In addition, the Board considered her knowledge of retail, operations, strategy and business development, and finance. |

  21. Nominees For Director

    If elected, each of the aforementioned nominees has consented to serve as a director and hold office until the close of the 2025 Annual Meeting of Shareholders or until his or her respective successor has been elected or appointed. The Board recommends a vote “FOR” each of the director nominees.

  22. Nominees For Director

    | Page 8 | | | 2024 Proxy Statement | Restaurant Brands International |

  23. Nominees For Director

    In this section, you can read about

  24. Nominees For Director

    | Governance Guidelines | Page 10 | | Board Leadership Structure | Page 11 | | Meetings | Page 12 | | Board Independence | Page 12 | | Director Term Limits and Director Tenure | Page 13 | | Election of Directors - Majority Voting | Page 13 | | Director Orientation and Continuing Education | Page 13 | | Annual Evaluation Process | Page 14 | | Board Committees | Page 14 | | Compensation Committee Interlocks and Insider Participation | Page 16 | | Executive Officer Diversity | Page 18 | | Risk Management | Page 18 | | Sustainability-Restaurant Brands for Good | Page 19 | | Shareholder Engagement | Page 22 | | Communication with our Board | Page 24 | | Code of Ethics/Conduct | Page 24 | | Related Party Transaction Policy | Page 25 | | Certain Relationships and Related Transactions | Page 25 | | Director Compensation | Page 26 |

  25. Annual performance

    Annual performance

  26. Governance Guidelines

    | › | The Board, with the assistance of the NCG Committee, will conduct an annual performance self-evaluation of the full Board to determine whether the Board and its committees are functioning effectively. |

  27. Election of Directors—Majority Voting

    Election of Directors—Majority Voting There are 10 positions available on the board for a one-year term ending at the next annual meeting of shareholders and 10 nominees listed in this circular. Shareholders can vote FOR or AGAINST each individual nominee. Under the majority voting requirements under the CBCA, if there is only one nominee for each position available on the board, a nominee will be elected only if the number of votes cast in the nominee’s favour represents a majority of the votes cast for and against them, subject to certain exceptions described below. If there are more nominees than positions available on the board, the nominees receiving the highest number of votes FOR will be elected until all such positions have been filled. If a nominee that is an incumbent director does not receive a majority of votes in their favor and positions remain available on the board, the nominee will be permitted to remain as a director until the earlier of the 90th day after the day of the election and the day on which their successor is appointed or elected. In addition, elected directors may also reappoint such an incumbent director even if they do not receive majority support in the most recent election in certain instances specified in the CBCA.

  28. Compensation Committee

    compensation, including such compensation consultant’s fees and other retention terms. The Compensation Committee has engaged F.W. Cook to assist with developing a peer group to benchmark compensation. The Board has determined that each member of the Compensation Committee (i) meets the independence requirements of the NYSE listing standards, including the heightened independence requirements specific to compensation committee members and (ii) meets the requirements of a non-employee director under the Exchange Act. Our Board believes that the Compensation Committee charter outlines an objective process for determining executive compensation based on objective criteria such as evaluating the performance of our executive officers in light of defined performance objectives. The discussion leader for executive sessions of the Compensation Committee is generally Mr. Behring, the chair of the Committee.

  29. Risk Management

    | › | rigorous oversight from the Board, Compensation Committee, CEO and senior management with discretion to award and/or reduce payouts if excessive risk is taken; |

  30. Risk Management

    | › | annual cash incentive plan that measures business performance through profitability and operations metrics (Organic EBITDA growth, comparable sales and net restaurant growth) and includes overhead expense that gauge quality of performance; |

  31. Risk Management

    | › | equity awards which align management and shareholder interests to long-term sustainable growth, with awards in the form of restricted stock units and performance stock units; and |

  32. Risk Management

    | › | bonus swap program that encourages retention of shares by requiring the forfeiture of matching restricted share units if purchased shares are sold prior to vesting. |

  33. Director Compensation

    Director Compensation The Board maintains a compensation arrangement for the non-management directors of the Board. The Board compensation arrangement is comprised of the following:

  34. Director Compensation

    | › | Initial Equity Grant. Under our director compensation program, each non-management director is entitled to receive a one-time grant of stock options when first appointed to the Board. For 2023, this amount was at a notional value of $1,000,000 and it remains the same for 2024. In January 2023, the Board approved a one-time grant of stock options with a grant date of February 24, 2023 and a notional value of $1,000,000 for Ms. Farjallat. In April 2023, the Board approved a one-time grant of stock options with a grant date of June 15, 2023 and a notional value of $1,000,000 for Ms. Fribourg. These options vest on the fifth anniversary of the grant date and expire on the tenth anniversary of the grant date, subject to partial vesting upon termination without cause or for death or disability. |

  35. Director Compensation

    | › | Retainer Fees. For 2023, non-management directors other than the Lead Independent Director, Mr. Hedayat, were entitled to receive an annual retainer of $50,000. The Lead Independent Director was entitled to receive an annual retainer of $70,000. Each non-management member of the Audit Committee, Compensation Committee, NCG Committee and Conflicts Committee was entitled to receive an annual committee fee of $10,000. The retainer component of the director compensation arrangement is the same for 2024. |

  36. Director Compensation

    Non-management directors have the opportunity to elect to defer their annual retainer and committee fees and, in lieu of the cash fees, to receive a grant of restricted share units (RSUs) with a value of two times the forgone fees. The RSUs are fully vested at the time of grant and will be settled upon termination of board service.

  37. Director Compensation

    | Page 26 | | | 2024 Proxy Statement | Restaurant Brands International |

  38. Director Compensation

    The following table summarizes compensation paid to each of our non-management directors during 2023. Directors who are employed by us do not receive additional compensation for their service on the Board.

  39. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($)(3) | Total 2023 Director Compensation ($) | | Alexandre Behring | — | 140,000 | — | 140,000 | | João Castro-Neves(4) | 19,589 | — | — | 19,589 | | Maximilien de Limburg Stirum(5) | — | 132,164 | — | 132,164 | | J. Patrick Doyle | — | — | — | — | | Christina Farjallat | — | 112,164 | 263,728 | 375,892 | | Jordana Fribourg(5) | — | 72,986 | 263,672 | 336,658 | | Paul J. Fribourg(4) | 39,178 | — | — | 39,178 | | Golnar Khosrowshahi(4) | 23,507 | — | — | 23,507 | | Ali Hedayat(5) | — | 184,329 | — | 184,329 | | Marc Lemann | — | 100,000 | — | 100,000 | | Jason Melbourne(5) | — | 144,329 | — | 144,329 | | Daniel Schwartz | — | 100,000 | — | 100,000 | | Thecla Sweeney | — | 100,000 | — | 100,000 |

  40. Director Compensation

    | (1) All of our directors then in office elected to defer their retainer and committee fees for 2023 and to receive restricted share units (RSUs) in lieu of cash with a value of two times the forgone fees. All of the directors made this election prior to December 31, 2022 or within 30 days of joining the Board in 2023. The RSUs were granted on December 29, 2023 based on the $78.09 closing price of a common share of RBI on the date prior to the grant date, December 28, 2023, and were fully vested on the grant date. The number of RSUs granted to each of the directors was determined based on the amount of the director’s retainer and committee fees, if applicable, divided by $78.09, multiplied by two. |

  41. Director Compensation

    | (2) The amounts in the “Stock Awards” column reflect the aggregate grant date fair value of awards for the fiscal year ended December 31, 2023 computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions regarding these awards, refer to Note 13 to our audited consolidated financial statements for the year ended December 31, 2023, which are included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC and on SEDAR+ at www.sedarplus.ca. |

  42. Director Compensation

    | (3) The amounts in the “Options” column reflect the aggregate grant date fair value of the one-time option grants made on February 24, 2023 to Ms. Farjallat and on June 15, 2023 to Ms. Fribourg, in each case following her election to the Board and computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions regarding the option awards, refer to Note 14 to our audited consolidated financial statements for the year ended December 31, 2023, which are included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC and on SEDAR+ at www.sedarplus.ca. |

  43. Director Compensation

    | (4) Messrs. Castro-Neves and Fribourg and Ms. Khosrowshahi completed their terms on May 23, 2023. Amounts represent the pro-rated portion of director retainer and committee fees. |

  44. Director Compensation

    | (5) The amount of the retainer for Ms. Fribourg is pro-rated from the date she joined our Board through year end. The retainer amounts for Messrs. De Limburg Stirum, Hedayat and Melbourne included pro-rated amounts for changes in their committee memberships and Mr. Hedayat’s appointment as Lead Independent Director in May 2023. |

  45. Director Compensation

    Director Stock Ownership Guidelines. In March 2021, the Board adopted stock ownership guidelines for non-employee directors to codify our practice of encouraging ownership by members of the Board. Under these guidelines, each non-employee director is required to own RBI equity with a market value of five times the annual base cash retainer within five years of the director’s election to the Board. RSUs count as shares owned for purposes of the stock ownership requirements. All of our non-employee directors who were serving for more than one year as of December 31, 2023 either met or were on track to meet this requirement.

  46. Director Compensation

    | Restaurant Brands International | 2024 Proxy Statement | | | Page 27 |

  47. Director Compensation

    The table below sets forth the aggregate number of RSUs, all of which are earned (other than for Mr. Doyle), and unexercised stock options held by each non-management director as of December 31, 2023. The total value is calculated based on the closing price of RBI common shares on the NYSE of $78.13 and excludes the value of stock options.

  48. Director Compensation

    | Name | RSUs (#) | Options (#) | Shares (#) | LP Units (#) | Total Non-Option Value ($) | | Alexandre Behring(1) | 130,496 | — | 148,000 | — | 21,758,892 | | Maximilien de Limburg Stirum | 6,612 | 17,934 | — | — | 516,596 | | J. Patrick Doyle(2) | 1,187,786 | 2,000,000 | 562,503 | — | 136,750,050 | | Christina Farjallat | 1,436 | 15,218 | — | — | 112,195 | | Jordana Fribourg | 934 | 13,118 | — | — | 72,973 | | Ali Hedayat | 15,309 | 11,381 | 4,728 | — | 1,565,491 | | Marc Lemann(3) | 3,714 | 15,358 | 15,000 | — | 1,462,125 | | Jason Melbourne | 5,776 | 18,860 | — | — | 451,279 | | Daniel Schwartz(4) | 10,834 | — | 1,382,207 | 137,996 | 119,619,891 | | Thecla Sweeney | 2,803 | 17,841 | 1,350 | — | 324,474 |

  49. Director Compensation

    | (1) As of December 31, 2023, 128,704 of the RSUs and 148,000 of the shares were held by CLBB Investments Holdings Fund Ltd., of which Mr. Behring and his family control and own the equity. |

  50. Director Compensation

    | (2) As of December 31, 2023, 500,000 of the shares were held by Lodgepole 231 LLC, of which Mr. Doyle is a member and Investment Manager with the sole voting and dispositive power over all of the assets of the LLC. RSUs include fractional shares rounded to the nearest share. |

  51. Director Compensation

    | (3) As of December 31, 2023, the 15,000 shares were held by Maai Ltd., of which Mr. Lemann is the sole owner. |

  52. Director Compensation

    | (4) As of December 31, 2023, 1,549 of the RSUs, 529,186 of the shares, and 14,296 of the Partnership units are held by Miami Restaurant Holdings, LLC, and 854,570 of the shares and 123,700 of the Partnership units are held by Ameco Food Holdings LLC. Mr. Schwartz holds all voting and dispositive power over securities held by each entity. RSUs include fractional shares rounded to the nearest share. |

  53. Director Compensation

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  54. Director Compensation

    In this section, you can read about

  55. Director Compensation

    | Compensation Discussion & Analysis | Page 30 | | Compensation Committee Report | Page 44 | | 2023 Summary Compensation Table | Page 45 | | 2023 All Other Compensation Table | Page 46 | | 2023 Grants of Plan-Based Awards Table | Page 47 | | 2023 Outstanding Equity Awards at Fiscal Year-End Table | Page 48 | | 2023 Option Exercises and Stock Vested Table | Page 50 | | Potential Payments Upon Termination or Change in Control Table | Page 50 | | Proposal 2 – Advisory Vote on Executive Compensation | Page 54 |

  56. Pay for Performance Compensation Philosophy

    | › | Wealth Creation: tying wealth creation to significant, long-term equity ownership; and |

  57. Appointment of New CEO And Compensation Arrangement

    Appointment of New CEO And Compensation Arrangement The Board appointed Mr. Kobza Chief Executive Officer effective March 1, 2023. Mr. Kobza has held a number of senior roles with the company over the last 12 years, including Chief Financial Officer, Chief Technology and Development Officer and Chief Operating Officer. In these roles he has had responsibility for overseeing strategy, technology, human resources, global procurement, supply chain, and international development and has been integral to our acquisitions. In connection with his appointment as Chief Executive Officer, the Board approved an increase to Mr. Kobza’s annual salary from $840,000 to $900,000, and an increase to his annual target bonus opportunity from 185% to 200% of his annual salary. Additionally, Mr. Kobza was granted 300,000 PSUs on February 22, 2023, that vest in May 2028 with the same share price performance targets as the PSUs granted to Mr. Doyle. This one-time award is intended to recognize the contributions of Mr. Kobza as well as his promotion to CEO and align the vision of CEO and Executive Chairman in increasing shareholder value. Mr. Kobza did not receive any additional PSU grants during the 2023 year. In 2024, Mr. Kobza’s PSU annual award amount was $9,000,000.

  58. Shareholder Engagement and Feedback Received

    | Shareholder Interest | How RBI Aligns with Shareholders | | Compensation should be linked to shareholder returns | Our 2023 PSUs are based on 100% rTSR measured against the companies in the S&P 500 Index on the date of grant. For the 2024 PSU awards we added a negative TSR performance cap where the maximum potential award is capped at 100% if RBI TSR is negative for the performance period. | | Enhanced disclosure on one-time awards intended to cover longer periods | We communicated to shareholders the one-time awards for our Executive Chairman, Mr. Doyle, were intended to cover his five-year employment period and are not intended to be recurring. Additionally, we discussed that Mr. Doyle invested $30 million to purchase shares of RBI common stock which must be held for a five-year period or he would forfeit all unvested equity awards (Options, PSUs, and RSUs) granted to him, subject to specified exceptions. We also discussed the award provided to our CEO, Mr. Kobza, with shareholders and they understood the value in aligning the performance targets of our CEO and Executive Chairman to drive long-term shareholder value. | | Compensation should drive long-term value creation | Majority of overall compensation is performance-based with a significant portion tied to long-term equity. Our annual bonus program rewards executives for delivering on key financial and operational performance goals, including performance metrics tied to ESG within individual performance goals. These items should drive long-term TSR performance which our PSUs measure on a relative basis vs. the companies in the S&P 500 on the date of grant. |

  59. Compensation Peer Group

    Compensation Peer Group For 2023, the Compensation Committee reviewed and approved the following Peer Group based on the recommendations provided by F.W. Cook for use in determining compensation competitiveness of our NEOs and other executives under their purview. The peer group was selected with a mix of restaurants, hospitality, gaming, consumer packaged goods and household products within a range of our revenue and market capitalization. The peer group includes the following:

  60. Compensation Peer Group

    | Chipotle Mexican Grill, Inc. | Kellogg Company | McDonald’s Corporation | | Darden Restaurants, Inc. | Kimberly-Clark Corporation | Royal Caribbean Cruises Ltd. | | Domino’s Pizza, Inc. | Kraft Heinz Company | Starbucks Corporation | | Hilton Worldwide Holdings, Inc. | Las Vegas Sands Corp. | The Wendy’s Company | | Hyatt Hotels Corporation | Marriott International, Inc. | Yum! Brands, Inc. |

  61. Role of Executives in Establishing Compensation

    Role of Executives in Establishing Compensation Annually, the CEO proposes the financial metrics and threshold, target and maximum performance levels for the Annual Bonus Program, subject to Compensation Committee and Board approval. The CEO also proposes the individual performance goals that will determine Individual Achievement under our Annual Bonus Program. These individual performance goals are then approved by the Board for the CEO and by the Compensation Committee for the CEO Direct Reports, including the other NEOs. The Compensation Committee evaluates the performance of the CEO, determines the CEO’s final Individual Achievement, and recommends to the full Board for approval the bonus payout of the CEO. The Compensation Committee approves the final Individual Achievement and bonus payout for each of the other NEOs based on the CEO’s recommendation. In addition, our CEO provides the Compensation Committee with recommendations regarding base salary and annual target bonus levels for the NEOs for the upcoming year and the aggregate total long-term incentive value that each other NEO should receive and compares the proposed recommendations to market data for our peer group companies and other executive compensation surveys.

  62. Base Salaries

    Base Salaries Objectives and Considerations. Base salary is the “fixed” element of executive compensation at RBI. We provide a base salary to recognize the skills, competencies, experience, and individual performance that the CEO and each CEO Direct Report brings to his or her position. In addition, because our executive officers operate as a team, the Compensation Committee also considers internal pay equity in establishing the base salary of the CEO Direct Reports. The Compensation Committee annually reviews the base salary of the CEO and each CEO Direct Report. We believe that the base salary review process serves our pay-for-performance philosophy because pay increases are generally performance-based and dependent on the NEO’s success and achievement in his or her role. In addition, each NEO’s target annual incentive award opportunity, as described below, is based on a percentage of his or her base salary. Therefore, as NEOs earn performance-based salary increases, their annual incentive award opportunities also increase proportionately. The Compensation Committee annually reviews the compensation of our NEOs and other executives under their purview. Based on the review the Compensation Committee approved the following salaries and bonus targets for our NEOs for 2023, with the only changes related to Mr. Kobza’s appointment as CEO as described above:

  63. Base Salaries

    | Name | 2022 Salary ($) | 2022 Target Bonus | Total Target 2022 Cash Comp ($) | 2023 Salary ($) | 2023 Target Bonus | Total Target 2023 Cash Comp ($) | | Joshua Kobza(1) | 840,000 | 185% | 2,394,000 | 900,000 | 200% | 2,700,000 | | Matthew Dunnigan | 650,000 | 130% | 1,495,000 | 650,000 | 130% | 1,495,000 | | David Shear | 700,000 | 140% | 1,680,000 | 700,000 | 140% | 1,680,000 | | Axel Schwan | 550,000 | 130% | 1,265,000 | 550,000 | 130% | 1,265,000 | | Thomas Curtis | 550,000 | 130% | 1,265,000 | 550,000 | 130% | 1,265,000 |

  64. Base Salaries

    | ((1)) | Base salary and target bonus change as a result or Mr. Kobza’s promotion to CEO on March 1, 2023 |

  65. Annual Bonus Program – Cash Incentive

    Annual Bonus Program – Cash Incentive Objectives and Considerations. Annual cash incentives are performance-based and designed to motivate and reward employees who contribute positively towards our business strategy and achieve their individual performance goals. Annual cash incentives are only paid if we achieve our minimum financial goals for the calendar year. Target Bonus. The annual target bonus for each participating employee is expressed as a percentage of base salary for the performance year. Target bonuses are set based on the employee’s level, experience, responsibilities, internal equity considerations, and prior year’s performance. Due to the nature of the CEO’s role and responsibilities, the CEO’s target bonus as a percentage of base salary is greater than that of the other NEOs.

  66. Plan Design

    While the weighting may differ for employees by business, the formula for determining an eligible corporate employee’s (including our CEO) annual cash bonus under the 2023 Annual Bonus Program (the “bonus payout” or “payout”) is: In all cases, the actual bonus payout is subject to:

  67. Plan Design

    | | Organic Adj. EBITDA Growth (%) | | | NRG (#) | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | RBI | 4.0 | 9.5 | 15.0 | 1,116 | 1,729 | 2,128 | | BK US&C | 0.3 | 5.5 | 10.9 | -360 | -75 | -50 | | TH US&C(1) | 1.8 | 7.1 | 12.4 | 26 | 50 | 120 | | International | 8.0 | 13.5 | 20.0 | 1,210 | 1,464 | 1,718 |

  68. Plan Design

    | | Comparable Sales (%) | | | Franchisee Profitability ($m) | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | RBI | 2.9 | 5.8 | 11.5 | (Weighted Average of Brand Performance)(2) | | | | BK US&C | 2.0 | 4.5 | 9.0 | 150 | 163 | 185 | | TH US&C(1) | 2.7 | 5.4 | 10.7 | 220 | 250 | 280 | | International | 3.9 | 7.8 | 15.6 | — | — | — |

  69. Plan Design

    For 2023, the payout threshold for each metric was set at 50% of the target performance payout, while the maximum was set at 200% of the target performance payout. If consolidated RBI Organic Adjusted EBITDA growth was less than the threshold, there would be no payout. Individual Achievement is measured based on a participant’s overall achievement of his or her individual performance goals. At the beginning of the year, a participant is assigned multiple quantitative and qualitative metrics called “Key Performance Indicators” or “KPIs” and each KPI is assigned a weighting. The Board approves the KPIs for the CEO and the Compensation Committee approves the KPIs for the CEO Direct Reports. These KPIs are generally measurable in nature and are established to correspond to relevant business goals depending on the role, such as digital sales, recruiting diversity and developing a sustainability framework, earnings per share, and guest satisfaction levels. None of the individual KPIs is material to understanding the bonus program or how annual cash incentive amounts were determined in 2023. Individual performance cannot exceed 100% of target. At the end of each year, the Chair of the Compensation Committee evaluates the individual performance of the CEO, and the CEO evaluates the individual performance of the CEO Direct Reports, including the other NEOs. Each KPI is expressed as a percentage of completion and is assigned a corresponding weight (with 100% being full completion of each KPI and reflective of the maximum award applicable to each KPI). Individual Achievement represents the sum of the percentage completion of each KPI after the appropriate weight has been applied to each. If a participant achieves less than 20% of the aggregate KPIs for his or her Individual Achievement, then he or she will not receive a bonus payout for that year even if the business achievement target is met or exceeded. Actual 2023 Bonus Plan Awards.

  70. Plan Design

    | Name | Base Salary Rate ($) | Bonus Target (%) | RBI EBITDA (%) | BU EBITDA (%) | NRG (%) | Comp Sales (%) | FZ Profit. (%) | Ind. KPIs (%) | Actual Bonus ($) | | Joshua Kobza | 900,000 | 200 | 120 | — | 55 | 140 | 198 | 88 | 2,054,471 | | Matthew Dunnigan | 650,000 | 130 | 120 | — | 55 | 140 | 198 | 98 | 985,585 | | David Shear | 700,000 | 140 | 120 | 127 | 50 | 116 | — | 86 | 933,067 | | Axel Schwan | 550,000 | 130 | 120 | 102 | 0 | 194 | 200 | 98 | 895,261 | | Thomas Curtis | 550,000 | 130 | 120 | 151 | 82 | 165 | 200 | 98 | 973,135 |

  71. Annual Bonus Program – Bonus Swap RSUs

    Annual Bonus Program – Bonus Swap RSUs Objectives and Considerations. As part of our commitment to fostering our ownership focus and mentality, RBI provides its executives with an opportunity to invest a portion of their annual cash bonus into RBI common shares (we refer to these purchased shares as “Investment Shares”) and leverage that investment through the issuance of matching RSUs (we refer to these RSUs as “Bonus Matching RSUs”). 2023 and 2022 Bonus Swap Program. Under the 2023 Bonus Swap Program, eligible employees were offered an opportunity to use either 25% or 50% (the “Swap Election Percentage”) of their calculated net bonus for 2023 (after deducting an amount based on a theoretical tax rate of 40% in the US) to purchase Investment Shares. The number of Investment Shares purchased was calculated by multiplying the theoretical net bonus and the Swap Election Percentage and then dividing by the closing price on the trading day prior to the date of purchase reported on the TSX (denominated in Canadian dollars) for Canadian participants or on the NYSE (denominated in U.S. dollars) for all other participants. Each of our eligible NEOs elected a Swap Election Percentage of 50%. Employees who elected to purchase Investment Shares also received Bonus Matching RSUs, based on their Swap Election Percentage and their level within the organization. For each participating NEO, the Bonus Matching RSUs were calculated as follows:

  72. Annual Bonus Program – Bonus Swap RSUs

    | Gross BonusX | Swap Election (50%)X | RSU multiplier (2.25x) | / | NYSE Closing Price ($75.38) | = | # Bonus Matching RSUs |

  73. Annual Bonus Program – Bonus Swap RSUs

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  74. Annual Bonus Program – Bonus Swap RSUs

    The closing price is determined on the trading day prior to the grant date. Both the purchase date of the Investment Shares and the grant date for the Bonus Matching RSUs were the same as the bonus payment date under the 2023 Annual Bonus Program, which was February 23, 2024. Dividend equivalents accrue on the Bonus Matching RSUs in additional RSUs having a fair market value as of the applicable dividend payment date equal to the value of the dividend that would have been distributed if a Bonus Matching RSU was an issued and outstanding common share (the “Dividend Equivalents”). The Dividend Equivalents are subject to the same terms and conditions as the Bonus Matching RSUs to which they relate and will be settled on the relevant settlement date of the Bonus Matching RSUs. The 2023 Bonus Matching RSUs issued in 2024 for the 2023 bonus payout will vest ratably on December 15 of 2024, 2025, 2026 and 2027, subject to the retention of the Investment Shares. All of the unvested Bonus Matching RSUs will be forfeited if an NEO’s service to RBI is terminated for any reason other than termination without cause within 12 months after a change of control. The terms of the 2022 Bonus Swap Program are substantially the same as the 2023 Bonus Swap Program. The following table sets forth, for each NEO, the number of Bonus Matching RSUs issued to such NEO on February 23, 2024 and February 22, 2023, respectively:

  75. Annual Bonus Program – Bonus Swap RSUs

    | NEO | 2023 Bonus Matching RSUs (#) | 2022 Bonus Matching RSUs (#) | | Joshua Kobza | 30,661 | 25,916 | | Matthew Dunnigan | 14,709 | 14,541 | | David Shear | 13,925 | 21,970 | | Axel Schwan | 13,361 | 15,686 | | Thomas Curtis | 14,523 | 9,086 |

  76. Annual Bonus Program – Bonus Swap RSUs

    The 2023 Bonus Matching RSUs will be reported in the 2024 Summary Compensation Table and 2024 Grants of Plan-Based Awards Table. Additional information regarding the 2022 Bonus Matching RSUs is provided in the 2023 Summary Compensation Table, the 2023 Grants of Plan-Based Awards Table and the 2023 Outstanding Equity Awards at Fiscal Year-End Table.

  77. Long-Term 2023 Performance Share Units

    Long-Term 2023 Performance Share Units Consistent with our values of ownership and meritocracy, our Compensation Committee believes equity-based compensation should be an important component of our compensation structure. In addition to the opportunity to participate in the ownership of RBI through the Annual Bonus Swap Program, for 2023 we provided equity awards to NEOs in the form of PSUs. Beginning in 2021, the Compensation Committee adopted a long-term compensation philosophy of granting smaller, shorter vested, more consistent equity awards than the prior practice of granting larger awards, but not on an annual basis. In keeping with our principle of meritocracy, the Compensation Committee has maintained discretion with respect to the size of awards within the applicable compensation levels. As Mr. Kobza’s sole grant for 2023 and in connection with his appointment as CEO, the Board approved 300,000 PSUs to be granted to him on February 22, 2023, that vest in May 2028 with the same share price performance targets as the PSUs granted to Mr. Doyle. This aligns the long-term performance awards of both our CEO, Mr. Kobza, and our Executive Chairman, Mr. Doyle, with our shareholders interest in long-term stock price appreciation. As an initial award granted in connection with Mr. Kobza becoming the CEO, this award was larger than the amount that should be expected going forward.

  78. Long-Term 2023 Performance Share Units

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  79. Long-Term 2023 Performance Share Units

    | Award | Details | | PSUs | | | - 300,000 PSUs with five year cliff vesting - Number of PSUs earned is based entirely on RBI’s total shareholder return • Threshold: 50% achievement at RBI share price of $81.32 • Target: 100% achievement at RBI share price of $97.87 • Max: 200% achievement at RBI share price of $122.23 | Stock price was selected as the metric for PSUs so that Mr. Kobza would earn his awards if and only if shareholders see a meaningful increase in the value of their stock and the performance targets are aligned to the award provided to our Executive Chairman, Mr. Doyle. Target amount can be earned using the volume weighted average price on the NYSE over 30 consecutive trading days (plus cumulative dividends) during the grant date until five years following the grant date, but if earned prior to the end of such period will be subject to forfeiture based on continued service as further described in the performance award agreement. Any amounts greater than the target amount will be earned based on the price of RBI common shares (plus cumulative dividends) during the last year of the award. |

  80. Long-Term 2023 Performance Share Units

    The Compensation Committee approved long-term incentive awards to the applicable NEOs with a grant date of February 22, 2023, in the form of PSUs that cliff vest on February 22, 2026. The performance measure for purposes of determining the number of PSUs earned consist of three-year relative TSR performance (“rTSR”) against the companies in the S&P 500 Index at the start of the three-year performance period ending on December 31, 2025. Performance will be determined on the following schedule:

  81. Long-Term 2023 Performance Share Units

    | Performance Level | TSR Percentage Earned (% of Target) | | >85th Percentile | 150% | | 50th – 85th Percentile | Linear interpolation | | 50th Percentile | 100% | | 25th – 50th Percentile | Linear interpolation | | 25th Percentile | 50% | | <25th Percentile | 0% |

  82. Long-Term 2023 Performance Share Units

    The grants to the applicable NEOs were as follows:

  83. Long-Term 2023 Performance Share Units

    | Name | # of PSUs | | Matthew Dunnigan | 36,900 | | David Shear | 73,800 | | Axel Schwan | 73,800 | | Thomas Curtis | 44,280 |

  84. Long-Term 2023 Performance Share Units

    Additional information regarding these awards is provided in the 2023 Summary Compensation Table, the 2023 Grants of Plan-Based Awards Table and the 2023 Outstanding Equity Awards at Fiscal Year-End Table.

  85. Clawback and Anti-Hedging Policies

    Clawback and Anti-Hedging Policies The Compensation Committee maintains a clawback policy which requires RBI to seek to recoup incentive awards made to RBI’s executive officers if the financial results on which such awards were based are subsequently restated. Effective November 30, 2023, the policy was Amended and Restated to require with respect to incentive-based compensation received or deemed received after October 2, 2023 that, in the event of a restatement, the Compensation Committee determine the amount of incentive-based compensation that exceeds the amount that would have been received based on restated amounts. The Company shall demand repayment or return of such amounts from executive officers. For compensation received prior to October 2, 2023, the prior policy will apply and requires RBI to seek to recoup amounts to the extent such incentive compensation was within a two-year period and the executive officer’s intentional misconduct contributed to the restatement. Our 2023 Omnibus Plan and our Amended and Restated 2014 Omnibus Incentive Plan each provide that any awards granted under such plan on or after January 1, 2017 are subject to recoupment pursuant to the clawback policy and applicable law. In addition, our stock option, PSU and RSU award agreements provide that, in certain circumstances, the award and any proceeds or other benefits a participant may receive may be subject to forfeiture and/or repayment to RBI. Our insider trading policy limits the timing and types of transactions in RBI securities by executive officers, directors, and employees, including our NEOs. Among other restrictions, the policy prohibits short selling, hedging, margin accounts, and pledging transactions by RBI employees, including the NEOs, other than broker assisted exercise or settlement of equity awards. Non-employee directors are prohibited from short-selling RBI securities and transacting in puts or calls on RBI securities and also must comply with pre-clearance procedures for any other hedging, margin account or pledge transactions.

  86. Employment and Separation Agreements

    Employment and Separation Agreements During 2023, RBI and two of its subsidiaries (Burger King Company LLC or a subsidiary thereof and The TDL Group Corp.) had employment agreements (the “Tri-Party Employment Agreements”) in place with each of Messrs. Cil, Kobza and Dunnigan due to the fact that these executives allocate their working hours among RBI and the subsidiaries. Pursuant to the Tri-Party Employment Agreements, each company is responsible for paying that portion of the executive’s salary and annual bonus based on the percentage of the executive’s working hours allocated to such company. Each Tri-Party Employment Agreement sets forth the base salary and the target bonus (as a percentage of base salary) of the executive (as described above). The Tri-Party Employment Agreements also provide that (i) each of the executives is tax equalized to the U.S. to help ensure that the executive does not gain or lose financially due to the different tax and social security implications or consequences of the executive’s employment with the three companies and (ii) that RBI will pay for tax preparation services for such executive. Either the company or the executive may terminate the employment relationship at any time. If a company terminates the employment of an executive under its respective employment agreement without cause or due to the executive’s death or disability, the provisions of RBI’s policies relating to termination of employment applicable to employees at the executive’s grade level as in effect at the time of termination, including, if applicable, RBI’s severance policy, or provincial employment standards legislation, if such legislation provides for greater severance benefits, will apply. This severance will be paid to the executives by the respective companies based on the same allocation applied to base compensation. If an executive is terminated by one company, his or her employment with the other companies will also terminate.

  87. 2024 Annual Incentive Plan

    2024 Annual Incentive Plan In February 2024, the Compensation Committee replaced Adjusted EBITDA with Adjusted Operating Income (“AOI”) to focus leadership on effective capital management to drive long-term performance and profitability. The requirement to meet the threshold consolidated RBI AOI in order to be eligible for an incentive payment remains.

  88. 2024 Annual Incentive Plan

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  89. 2024 Long Term Incentive Grants

    2024 Long Term Incentive Grants For 2024, the Compensation Committee determined to grant all equity to NEOs in the form of PSUs in order to align incentives with our business priorities and based on feedback from shareholder engagement. The performance metric for the PSUs is based on the relative total shareholder return of our common shares on the NYSE compared to the performance of the S&P 500 for the period from February 23, 2024 (grant date) to February 23, 2027. The Compensation Committee established the following performance levels:

  90. 2024 Long Term Incentive Grants

    | Performance Level | Percentage Earned (% of Target) | Performance Cap | | >85th Percentile | 150% | Performance is capped at 100% if RBI’s TSR is negative for the performance period | | 60th – 85th Percentile | Linear interpolation | | | 50th – 60th Percentile | 100% | | | 25th – 50th Percentile | Linear interpolation | | | 25th Percentile | 50% | | | <25th Percentile | 0% | |

  91. 2024 Long Term Incentive Grants

    The grants to the NEOs were as follows:

  92. 2024 Long Term Incentive Grants

    | Name | # of PSUs | | Joshua Kobza | 119,395 | | Matthew Dunnigan | 33,165 | | David Shear | 59,697 | | Axel Schwan | 53,064 | | Thomas Curtis | 59,697 |

  93. 2024 Long Term Incentive Grants

    Additional information regarding these awards will be provided in the 2024 Grants of Plan-Based Awards Table and the 2024 Outstanding Equity Awards at Fiscal Year-End Table.

  94. 2024 Long Term Incentive Grants

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  95. Stock Performance Graph

    Stock Performance Graph The following graph shows the Company’s cumulative shareholder returns over the period from December 31, 2018 to December 31, 2023. The graph depicts the total return to shareholders from December 31, 2018 through December 31, 2023, relative to the performance of the Standard & Poor’s 500 Index, the Standard & Poor’s Restaurant Index, a peer group and the peer group discussed above in “Actions Regarding 2023 Compensation”. The graph assumes an investment of $100 in the Company’s common stock and each index on December 31, 2018 and the reinvestment of dividends paid since that date. The stock price performance shown in the graph is not necessarily indicative of future price performance.

  96. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  97. 2023 Summary Compensation Table

    | Named Executive Officer | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Joshua Kobza | 2023 | 890,000 | — | 26,007,809 | — | 2,054,471 | 15,261 | 28,967,541 | | CEO | 2022 | 832,442 | — | 10,907,929 | — | 1,560,723 | 94,928 | 13,396,022 | | | 2021 | 770,577 | — | 8,754,985 | — | 1,524,846 | 759,664 | 11,810,072 | | Matthew Dunnigan | 2023 | 650,000 | — | 3,674,056 | — | 985,585 | 2,555 | 5,312,196 | | CFO | 2022 | 620,347 | — | 4,563,480 | — | 875,696 | 150,463 | 6,210,013 | | | 2021 | 590,192 | — | 3,630,941 | — | 788,035 | 10,401 | 5,019,570 | | David Shear | 2023 | 734,912 | — | 6,866,274 | | 933,067 | 1,171,872 | 9,706,125 | | President, | 2022 | 692,024 | — | 5,476,751 | — | 1,323,085 | 1,562,202 | 9,054,082 | | International | 2021 | 622,142 | — | 3,675,466 | — | 946,127 | 728,928 | 5,972,642 | | Axel Schwan | 2023 | 548,884 | — | 6,440,533 | — | 895,261 | 575,119 | 8,459,797 | | President, | | | | | | | | | | Tim Hortons | | | | | | | | | | Thomas Curtis | 2023 | 550,000 | — | 3,842,261 | — | 973,135 | 20,399 | 5,385,795 | | President, | 2022 | 545,833 | — | 3,454,071 | — | 547,210 | 18,323 | 4,565,437 | | Burger King | 2021 | 322,981 | 100,000 | 3,710,250 | — | 455,597 | 267,270 | 4,856,098 | | José Cil | 2023 | 331,667 | — | 2,571,384 | — | — | 16,685 | 2,919,736 | | Former CEO | 2022 | 972,639 | — | 13,575,946 | — | 2,285,713 | 217,044 | 17,051,342 | | | 2021 | 920,577 | — | 10,769,665 | — | 2,262,134 | 16,412 | 13,968,789 |

  98. 2023 Summary Compensation Table

    | (1) Unless otherwise stated, amounts paid to Mr. Shear and Mr. Schwan were converted to U.S. dollars based on the 12-month average exchange rate, as follows: For Mr. Shear: 1 USD = 0.89837 CHF and for Mr. Schwan: 1 USD = 1.50239 CAD |

  99. 2023 Summary Compensation Table

    | (2) Amounts shown in this column include the aggregate grant date fair value of Bonus Matching Restricted Share Units (“Bonus Matching RSUs”) granted in calendar years 2023, 2022, and 2021 under the Bonus Swap Program to the NEOs for 2022, 2021, and 2020 and computed in accordance with FASB ASC Topic 718. Under the Bonus Swap Program for such years, the Bonus Matching RSUs for the participating NEOs were calculated by (1) multiplying an NEO’s gross bonus by the Swap Election Percentage of 50%, (2) multiplying this amount by 2.25 (or for 2021 grant 2.0), and (3) dividing the total by the closing price of an RBI common share on the trading day preceding the grant date. Additionally, for 2021 amounts in this column include the aggregate grant date fair value of discretionary restricted stock units (“RSUs”) computed in accordance with FASB ASC Topic 718. Our NEOs have not actually received this compensation nor do these amounts reflect the actual value that will be recognized by the NEO. For additional information on the valuation assumptions regarding the stock awards, refer to Note 14 to our audited consolidated financial statements for the year ended December 31, 2023, which are included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC. |

  100. 2023 Summary Compensation Table

    | (3) For Messrs. Kobza, Dunnigan, Shear, Schwan, and Curtis $24,252,000; $2,688,903; $5,377,806; $5,377,806; and $3,226,684 respectively, of this amount represents the aggregate grant date fair value of PSUs granted in calendar year 2023 based on the grant date. For Mr. Kobza, the aggregate grant date fair value of the PSUs was computed based on the probable outcome of the performance target. For Messrs. Dunnigan, Shear, Schwan, and Curtis, the aggregate grant date fair value of the PSUs was computed based on the probable outcome of the relative TSR performance measure using Monte Carlo. The value of the PSUs at the grant date assuming the highest level of performance achieved based on the performance measure would be $40,650,000; $3,749,963; $7,499,925; $7,499,925; and $4,499,955 for Messrs. Kobza, Dunnigan, Shear, Schwan, and Curtis respectively. The dividend equivalents are converted to shares if and to the extent the underlying PSUs or RSUs vest. Actual amounts will be based on the RBI share price on the settlement date. |

  101. 2023 Summary Compensation Table

    | (4) The amounts reported in this column reflect compensation earned for 2023 performance under our Annual Bonus Program. We make payments under this program in the first quarter of the calendar year following the calendar year in which the bonus was earned after finalization of our audited financial statements. As discussed above under “Compensation Discussion and Analysis – Bonus Swap Program”, in February 2024, each of the NEOs elected to swap 50% of their calculated net non-equity incentive plan compensation (the maximum permitted pursuant to the program) to purchase RBI common shares. The amounts representing 50% of 2023 non-equity compensation forgone and used to purchase RBI common shares in February 2024 on were as follows: Mr. Kobza—$1,027,235; Mr. Dunnigan—$492,792; Mr. Shear—$466,533; Mr. Schwan—$447,630 and Mr. Curtis—$486,567. |

  102. 2023 Summary Compensation Table

    | (5) Details of the amounts set forth in this column related to 2023 are included in the 2023 All Other Compensation Table. |

  103. 2023 Summary Compensation Table

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  104. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table provides information about cash (non-equity) and equity compensation awarded to our NEOs in 2023, including: (1) the range of possible cash payouts under our 2023 Annual Bonus Program; (2) the grant date and approval date of equity awards; (3) the number of Bonus Matching RSUs awarded in February 2023 in connection with the 2022 Annual Bonus Program; and (4) the grant date fair value of the Bonus Matching RSUs and PSUs awarded during 2023 as described above in Notes 3, 4 and 5 to the 2023 Summary Compensation Table, respectively. The Bonus Matching RSUs are discussed in greater detail in the CD&A above.

  105. 2023 Grants of Plan-Based Awards Table

    | Named Executive Officer | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Grant Date | Approval Date | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock and Option Awards ($) | | | Threshold ($)(1)(2) | Target ($)(1)(2) | Maximum ($)(1)(2) | | | Threshold (#) | Target (#) | Maximum (#) | | | | Joshua Kobza | 765,000 | 1,800,000 | 3,150,000 | | 2/13/23 | | | | | | | | | | | 2/22/23 | 2/13/23 | 150,000 | 300,000 | 600,000 | | 24,252,000 | | | | | | 2/22/23 | 2/13/23 | | | | 25,916 | 1,755,809 | | Matthew Dunnigan | 359,125 | 845,000 | 1,478,750 | | 2/13/23 | | | | | | | | | | | 2/22/23 | 2/13/23 | 18,450 | 36,900 | 55,350 | | 2,688,903 | | | | | | 2/22/23 | 2/13/23 | | | | 14,541 | 985,153 | | David Shear | 416,500 | 980,000 | 1,715,000 | | 2/13/23 | | | | | | | | | | | 2/22/23 | 2/13/23 | 36,900 | 73,800 | 110,700 | | 5,377,806 | | | | | | 2/22/23 | 2/13/23 | | | | 21,970 | 1,488,468 | | Axel Schwan | 303,875 | 715,000 | 1,251,250 | | 2/13/23 | | | | | | | | | | | 2/22/23 | 2/13/23 | 36,900 | 73,800 | 110,700 | | 5,377,806 | | | | | | 2/22/23 | 2/13/23 | | | | 15,686 | 1,062,727 | | Thomas Curtis | 303,875 | 715,000 | 1,251,250 | | 2/13/23 | | | | | | | | | | | 2/22/23 | 2/13/23 | 22,140 | 44,280 | 66,420 | | 3,226,684 | | | | | | 2/22/23 | 2/13/23 | | | | 9,086 | 615,577 | | José Cil | — | — | — | | | | | | | | | | | | | 2/22/23 | 2/13/23 | | | | 37,954 | 2,571,384 |

  106. 2023 Grants of Plan-Based Awards Table

    | (1) Amounts shown in these columns were calculated using each NEO’s base salary as of September 30, 2023 (Mr. Kobza—$900,000; Mr. Mr. Dunnigan—$650,000; Mr. Shear—$700,000, Mr. Schwan—$550,000, and Mr. Curtis—$550,000). |

  107. 2023 Grants of Plan-Based Awards Table

    | (2) Threshold amounts reflect amounts payable under our 2023 Annual Bonus Program assuming that Business Achievement was 50% and Individual Achievement was 20%. Target amounts assume that the Business Achievement was 100% and Individual Achievement was 100%. Maximum amounts assume that the Business Achievement was 200% and Individual Achievement was 100%. Amounts do not take into consideration the percentage that the bonus could be negatively adjusted under the Free Cash Flow Adjustment (up to 30%) or the impact of CEO or Compensation Committee discretion. A full discussion of our 2023 Annual Bonus Program is included in the CD&A above. |

  108. 2023 Grants of Plan-Based Awards Table

    | (3) For Messrs. Kobza, Dunnigan, Shear, Schwan and Curtis, the threshold amounts reflect shares earned assuming the performance criteria are met at 50%; the target amounts reflect shares earned assuming the performance criteria are met at 100%; and the maximum amounts reflect shares earned assuming the performance criteria are met at 150%. For Mr. Kobza, the threshold amount reflects shares earned assuming the threshold share price is achieved; the target amount reflects shares earned assuming the target share price is achieved; and the maximum amount reflects shares earned assuming the maximum share price is achieved. |

  109. 2023 Grants of Plan-Based Awards Table

    | (4) See Note 2 to the 2023 Summary Compensation Table and Note 15 to the 2023 Outstanding Equity Awards at Fiscal Year-End Table for more information. |

  110. 2023 Grants of Plan-Based Awards Table

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  111. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    2023 Outstanding Equity Awards at Fiscal Year-End Table

  112. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | | | Named Executive Officer | Grant Date | Securities Unexercised Options Exercisable (#) | Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#)(22) | Market Value of Shares or Units of Stock that Have Not Vested ($)(23) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have not Vested (#)(20) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(21) | | Joshua Kobza | 03/05/15(1) | 35,494 | — | 42.26 | 03/05/25 | — | — | — | — | | | 03/05/15(1) | 300,000 | — | 42.26 | 03/05/25 | — | — | — | — | | | 05/05/17(2) | 200,000 | — | 56.92 | 05/04/27 | — | — | — | — | | | 02/22/19(3) | — | — | — | — | 265,818 | 20,768.373 | — | — | | | 02/21/20(4) | — | — | — | — | 229,409 | 17,923,700 | — | — | | | 02/21/20(5) | — | — | — | — | 16,581 | 1,295,435 | — | — | | | 02/19/21(6) | — | — | — | — | 5,388 | 420,949 | — | — | | | 02/19/21(7) | — | — | — | — | 92,125 | 7,197,729 | — | — | | | 02/25/22(8) | — | — | — | — | 16,273 | 1,271,447 | — | — | | | 04/20/22(9) | — | — | — | — | — | — | 131,244 | 10,254,058 | | | 02/22/23(10) | — | — | — | — | 19,909 | 1,555,487 | — | — | | | 02/22/23(11) | — | — | — | — | — | — | 307,285 | 24,008,139 | | Matthew Dunnigan | 02/24/17(12) | 40,000 | — | 55.55 | 02/23/27 | — | — | — | — | | | 05/05/17(2) | 40,000 | — | 56.92 | 05/04/27 | — | — | — | — | | | 02/23/18(13) | 100,000 | — | 58.44 | 02/22/28 | — | — | — | — | | | 02/22/19(3) | — | — | — | — | 118,141 | 9,230,388 | — | — | | | 02/21/20(4) | — | — | — | — | 57,352 | 4,480,925 | — | — | | | 02/21/20(14) | — | 50,000 | 66.31 | 02/20/30 | — | — | — | — | | | 02/21/20(5) | — | — | — | — | 8,471 | 661,833 | — | — | | | 02/19/21(6) | — | — | — | — | 2,740 | 214,084 | — | — | | | 02/19/21(7) | — | — | — | — | 36,850 | 2,879,092 | — | — | | | 02/25/22(8) | — | — | — | — | 8,410 | 657,078 | — | — | | | 04/20/22(9) | — | — | — | — | — | — | 52,497 | 4,101,607 | | | 02/22/23(10) | — | — | — | — | 11,171 | 872,776 | — | — | | | 02/22/23(11) | — | — | — | — | — | — | 37,796 | 2,953,001 | | David Shear | 02/22/19(3) | — | — | — | — | 59,071 | 4,615,194 | — | — | | | 02/21/20(14) | — | 25,000 | 66.31 | 02/20/30 | — | — | — | — | | | 02/21/20(4) | — | — | — | — | 28,676 | 2,240,463 | — | — | | | 02/21/20(5) | — | — | — | — | 6,919 | 540,579 | — | — | | | 12/14/20(15) | — | — | — | — | 22,193 | 1,733,910 | — | — | | | 02/19/21(6) | — | — | — | — | 2,943 | 229,898 | — | — | | | 02/19/21(7) | — | — | — | — | 36,850 | 2,879,092 | — | — | | | 02/25/22(8) | — | — | — | — | 10,098 | 788,942 | — | — | | | 04/20/22(9) | — | — | — | — | — | — | 62,996 | 4,921,895 | | | 02/22/23(10) | — | — | — | — | 16,877 | 1,318,607 | — | — | | | 02/22/23(11) | — | — | — | — | — | — | 75,592 | 5,906,002 | | Axel Schwan | 02/23/18(13) | 40,000 | — | 58.44 | 02/22/28 | — | — | — | — | | | 02/22/19(16) | — | 30,000 | 64.75 | 02/21/29 | — | — | — | — | | | 02/21/20(14) | — | 56,000 | 66.31 | 02/20/30 | — | — | — | — | | | 02/21/20(4) | — | — | — | — | 45,882 | 3,584,740 | — | — | | | 02/21/20(5) | — | — | — | — | 3,114 | 243,314 | — | — | | | 02/19/21(6) | — | — | — | — | 2,158 | 168,620 | — | — | | | 02/19/21(7) | — | — | — | — | 29,480 | 2,303,273 | — | — | | | 02/25/22(8) | — | — | — | — | 7,398 | 577,976 | — | — | | | 04/20/22(9) | — | — | — | — | — | — | 41,997 | 3,281,236 | | | 02/22/23(10) | — | — | — | — | 12,050 | 941,439 | — | — | | | 02/22/23(11) | — | — | — | — | — | — | 75,592 | 5,906,002 | | Thomas Curtis | 06/10/21(17) | — | — | — | — | 4,092 | 319,699 | — | — | | | 09/01/21(18) | — | — | — | — | 16,234 | 1,268,356 | — | — | | | 12/15/21(18) | — | — | — | — | 16,096 | 1,257,597 | — | — | | | 12/15/21(19) | — | — | — | — | 5,365 | 419,199 | — | — | | | 02/25/22(8) | — | — | — | — | 4,862 | 379,889 | — | — | | | 04/20/22(9) | — | — | — | — | — | — | 41,997 | 3,281,236 | | | 02/22/23(10) | — | — | — | — | 6,979 | 545,305 | — | — | | | 02/22/23(11) | — | — | — | — | — | — | 45,355 | 3,543,601 | | José Cil | 02/22/19(3) | — | — | — | — | 324,889 | 25,383,567 | — | — | | | 02/21/20(4) | — | — | — | — | 286,761 | 22,404,625 | — | — | | | 02/21/20(5) | — | — | — | — | 19,706 | 1,539,646 | — | — | | | 02/19/21(6) | — | — | — | — | 7,663 | 598,679 | — | — | | | 02/19/21(7) | — | — | — | — | 110,550 | 8,637,275 | — | — | | | 02/25/22(8) | — | — | — | — | 24,143 | 1,886,315 | — | — | | | 04/20/22(9) | — | — | — | — | — | — | 157,493 | 8,637,275 | | | 02/22/23(10) | — | — | — | — | 29,156 | 2,277,972 | — | — |

  113. 2023 Outstanding Equity Awards at Fiscal Year-End Table

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  114. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) Reflects Bonus Matching Options issued on March 6, 2015 in connection with the 2014 Bonus Swap Program and for Mr. Kobza, stock options granted to the executive that vested March 5, 2020. |

  115. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (2) Reflects stock options granted to the executive. These stock options vested on May 5, 2022. |

  116. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (3) The shares reported in this row represent shares issuable under the PSU award granted on February 22, 2019 that cliff vest on February 22, 2024. The PSUs represented the right to receive a variable number of shares based on RBI’s actual performance during 2021, based on the amendments effective December 31, 2020. In January 2022, the Compensation Committee determined RBI’s achievement was 100% of the performance goal for the PSUs. |

  117. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (4) The shares reported in this row represent shares issuable under the PSU award granted on February 21, 2020 that cliff vest on February 21, 2025. The PSUs represented the right to receive a variable number of shares based on RBI’s actual performance during 2021, based on the amendments effective December 31, 2020. In January 2022, the Compensation Committee determined RBI’s achievement was 100% of the performance goal for the PSUs. |

  118. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (5) Reflects Bonus Matching RSUs issued on February 21, 2020 in connection with the 2019 Bonus Swap Program. All of these Bonus Matching RSUs will be forfeited if more than 50% of the Investment Shares in connection with which they were issued are sold. If 50% or less of the Investment Shares are sold, 50% of the Bonus Matching RSUs and a proportional amount of the remaining Bonus Matching RSUs will be forfeited. The Bonus Matching RSUs cliff vest on December 31, 2024. |

  119. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (6) Reflects Bonus Matching RSUs issued on February 19, 2021 in connection with the 2020 Bonus Swap Program. All of these Bonus Matching RSUs will be forfeited if any of the Investment Shares in connection with which they were issued are sold prior to vesting. The Bonus Matching RSUs vest ratably on December 31st of 2021, 2022, 2023 and 2024. |

  120. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (7) The shares reported in this row represent the target number of shares issuable under the PSU award granted on February 19, 2021 that cliff vest on February 19, 2024. The PSUs represent the right to receive a variable number of shares based on RBI’s actual performance on a relative total shareholder return from December 2020 to December 2023. In January 2024, the Compensation Committee determined RBI’s achievement was 100% of the performance goal for the PSUs. |

  121. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (8) Reflects Bonus Matching RSUs issued on February 25, 2022 in connection with the 2021 Bonus Swap Program. All of these Bonus Matching RSUs will be forfeited if any of the Investment Shares in connection with which they were issued are sold prior to vesting. The Bonus Matching RSUs vest ratably on December 31st of 2022, 2023, 2024 and 2025. |

  122. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (9) The shares reported in this row represent the target number of shares issuable under the PSU award granted on April 20, 2022 that cliff vest on February 25, 2025. The PSUs represent the right to receive a variable number of shares based on RBI’s 3-year CAGR for organic Adjusted EBITDA, comparable sales and NRG, as modified by actual performance on a relative total shareholder return from December 2021 to December 2024. |

  123. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (10) Reflects Bonus Matching RSUs issued on February 22, 2023 in connection with the 2022 Bonus Swap Program. All of these Bonus Matching RSUs will be forfeited if any of the Investment Shares in connection with which they were issued are sold prior to vesting. The Bonus Matching RSUs vest ratably on December 15th of 2023, 2024, 2025 and 2026. |

  124. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (11) The shares reported in this row represent the target number of shares issuable under the PSU award granted on February 22, 2023 that cliff vest on February 22, 2026. The PSUs represent the right to receive a variable number of shares based on RBI’s 3-year performance on a relative total shareholder return from December 2022 to December 2025. |

  125. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (12) Reflects stock options granted to the executive. These stock options vested on February 24, 2022. |

  126. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (13) Reflects stock options granted to the executive. These stock options vested on February 23, 2023. |

  127. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (14) Reflects stock options granted to the executive. These stock options will cliff vest on February 21, 2025. |

  128. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (15) The shares reported in this row represent shares issuable under the PSU award granted on December 14, 2020 that cliff vest on February 21, 2025. The PSUs represented the right to receive a variable number of shares based on RBI’s actual performance during 2021, based on the amendments effective December 31, 2020. In January 2022, the Compensation Committee determined RBI’s achievement was 100% of the performance goal for the PSUs. |

  129. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (16) Reflects stock options granted to the executive. These stock options vested on February 22, 2024. |

  130. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (17) Reflects RSUs issued on June 1, 2021. The RSUs vest ratably on December 31st of 2021, 2022, 2023 and 2024. |

  131. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (18) The shares reported in this row represent the target number of shares issuable under the PSU award granted on September 1, 2021 and December 15, 2021 that cliff vest on September 1, 2024 and December 15, 2024, respectively. The PSUs represent the right to receive a variable number of shares based on RBI’s actual performance on a relative total shareholder return from December 2020 to December 2023. In January 2024, the Compensation Committee determined RBI’s achievement was 100% of the performance goal for the PSUs. |

  132. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (19) Reflects RSUs issued on December 15, 2021. The RSUs vest ratably on December 15th of 2022, 2023 and 2024. |

  133. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (20) Includes dividend equivalents as of December 31, 2023 on (i) unvested RSUs and (ii) on unvested PSUs. Dividend equivalents are accrued (in the form of additional units) on the RSUs and PSUs during the vesting period. The dividend equivalents are converted to shares if and when the underlying RSUs or PSUs vest. |

  134. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (21) Amounts reflect the market value of the RSUs or PSUs based on the closing price of an RBI common share on December 29, 2023 of $78.13, multiplied by the number of RSUs or PSUs. |

  135. 2023 Outstanding Equity Awards at Fiscal Year-End Table

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  136. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table

  137. 2023 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise Date ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Joshua Kobza | — | — | 51,014 | 3,956,391 | | Matthew Dunnigan | 30,000 | 928,760 | 24,399 | 1,889,812 | | David Shear | 140,000 | 2,000,017 | 29,666 | 2,292,902 | | Axel Schwan | — | — | 21,061 | 1,627,724 | | Thomas Curtis | — | — | 14,216 | 1,076,663 | | José Cil | 320,871 | 10,653,473 | 329,034 | 22,379,820 |

  138. 2023 Option Exercises and Stock Vested Table

    | (1) The value realized on exercise of options is calculated by multiplying the number of shares exercised times the difference between the fair market value of a common share at the time of exercise and the exercise price of the options. |

  139. 2023 Option Exercises and Stock Vested Table

    | (2) The value realized on vesting is calculated by multiplying the number of shares vested by the closing price of our shares on the date the stock awards vested. |

  140. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table The table below sets forth the potential payments that would be due to our named executive officers if they had been terminated on December 31, 2023. Payments for change in control assume both a change in control and termination of employment consistent with our double-trigger requirement to apply for payments related to a change in control event. We do not provide for any specific payments upon the occurrence of only a change in control. Messrs. Kobza, Dunnigan, Shear, Schwan, and Curtis The amounts Messrs. Kobza, Dunnigan, Shear, Schwan, and Curtis would have been entitled to receive upon termination of employment on December 31, 2023 due to (1) death or disability, (2) without cause or (3) without cause after a Change in Control would have been governed by:

  141. Potential Payments Upon Termination or Change in Control Table

    | › | the terms of their respective employment agreements, which are described earlier under the heading “Compensation Discussion and Analysis – Employment Agreements”; |

  142. Potential Payments Upon Termination or Change in Control Table

    | › | the Restaurant Brands International Inc. U.S. Severance Pay Plan (the “RBI Severance Plan”), while Mr. Shear is resident in Switzerland, we expect that we would pay severance consistent with this plan; |

  143. Potential Payments Upon Termination or Change in Control Table

    | › | the 2023 Annual Bonus Program, as amended; and |

  144. Potential Payments Upon Termination or Change in Control Table

    | › | the terms of their respective outstanding equity grants under our 2014 Omnibus Plan and 2023 Omnibus Plan. |

  145. Potential Payments Upon Termination or Change in Control Table

    None of the employment agreements with our NEOs provide for any termination payments if the employee terminates his or her employment for “good reason”. Mr. Cil Mr. Cil’s employment with RBI terminated on March 1, 2024. Amounts due upon termination without cause are presented for him in accordance with his separation agreement, which is described earlier under the heading “Compensation Discussion and Analysis – Employment Agreements.”

  146. Potential Payments Upon Termination or Change in Control Table

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  147. Potential Payments Upon Termination or Change in Control Table

    Programs RBI Severance Pay Plan. – Pursuant to the RBI Severance Plan adopted on October 21, 2016 and updated on November 1, 2016, eligible employees whose employment is involuntarily terminated due to reductions in staff, position elimination, facility closing, closure of a business unit or organizational changes or restructuring are entitled to two weeks of severance for every year worked, with an eight-week minimum and capped at eight months for employees at the level of vice president and above. In addition, employees are entitled to receive continued group medical, dental and vision coverage at the active employee rate for the longer of three months or the employee’s severance pay period, subject to certain conditions. The employee’s right to receive these benefits is subject to his or her execution of a general release of claims in favor of his or her employer and entry into other separation documents. Equity Award Agreements All of the equity awards provide that subject to terms and conditions imposed by the Compensation Committee in accordance with the 2023 Omnibus Plan and the 2014 Omnibus Plan, the awards will vest in full upon a termination Without Cause within 12 months following a Change in Control, as defined in the applicable plan. Bonus Matching Restricted Share Units – Pursuant to the award agreements governing the issuances of our Bonus Matching RSUs granted beginning in 2021, all unvested Bonus Matching RSUs will be forfeited if the employee’s employment is terminated. Pursuant to the award agreements governing the issuances of our Bonus Matching RSUs granted prior to 2021, (a) if the employee’s employment is terminated prior to the second December 31 following the grant date (e.g. December 31, 2022 for the Bonus Matching RSUs granted in February 2020) for any reason other than death or disability, all of the Bonus Matching RSUs will be forfeited; (b) if the employee’s employment is terminated on or after such date but prior to the vesting date either (1) “Without Cause” or (2) by reason of the employee’s Retirement (each as defined in the award agreement), the Bonus Matching RSUs shall be deemed to have been vested 40% on the second December 31 following the grant date, 60% on third December 31 following the grant date, 80% on the fourth December 31 following the grant date and 100% the fifth December 31 following the grant date; (c) if the employee’s employment is terminated by reason of the employee’s Disability (as defined in the award agreement), the Bonus Matching RSUs shall be deemed to have been vested 20% on each December 31 following the grant date; and (d). if the employee’s employment is terminated by reason of the employee’s death, the Bonus Matching RSUs shall be deemed to have been vested 20% on the first December 31 following the grant date, 40% on the second December 31 following the grant date and 100% on the third December 31 following the grant date. Stock Options – Pursuant to the award agreements governing the issuances of stock options, if an employee is terminated prior to the vesting date, (i) “Without Cause” or (ii) by reason of the employee’s Retirement or Disability (each as defined in the award agreement), the employee (or such other person who is entitled to exercise the option) shall be vested in the number of common shares subject to the option as if the common shares subject to the option vested 20% on each of the first through fifth anniversaries of the grant date. If the employment is terminated by reason of the employee’s death, then the employee’s beneficiary shall be vested in the number of common shares subject to the option as if the common shares subject to the option vested 20% on the first anniversary of the grant date, 40% on the second anniversary of the grant date and 100% on the third anniversary of the grant date. In any such event, the employee, or his or her beneficiary, may exercise the option to the extent vested on the date of termination of service for a period of (1) 90 days, in the case of termination Without Cause or (2) one year, in the case of termination due to death, Retirement or Disability. Performance Share Units – Pursuant to the amended 2019 PSU and 2020 PSU award agreements with the NEOs, if the executive’s employment is terminated for any reason (other than death or disability) prior to the third anniversary of the award, he will forfeit the entire award. If his employment is terminated on or after the third anniversary of the grant date (but prior to the vesting date), (i) “Without Cause”, or (ii) by reason of the employee’s “Retirement” (each as defined in the award agreement), the PSUs shall be deemed to have been vested 50% on third anniversary of the grant date and 100% on the fifth anniversary of the grant date. If his employment is terminated by reason of his disability, the PSUs shall be deemed vested 20% on each of the first through fifth anniversary of the grant date. If his or her employment is terminated by reason of death, the PSUs shall be deemed to have been vested 20% on the first anniversary of the grant date, 40% on the second anniversary of the grant date and 100% on the third anniversary of the grant date.

  148. Potential Payments Upon Termination or Change in Control Table

    | Restaurant Brands International | 2024 Proxy Statement | | | Page 51 |

  149. Potential Payments Upon Termination or Change in Control Table

    Pursuant to the 2021, 2022 and 2023 PSU award agreements with the NEOs, if the executive’s employment is terminated for any reason (other than death or disability) prior to one year before the vesting date of the award, he will forfeit the entire award. If his employment is terminated on or after such date (but prior to the vesting date), (i) “Without Cause”, or (ii) by reason of the employee’s Retirement (each as defined in the applicable award agreement), the PSUs shall be deemed to have been vested 67% on such date. If his employment is terminated by reason of his death or disability, the PSUs shall be deemed vested one-third on each of the first through third anniversary of the grant date.

  150. Potential Payments Upon Termination or Change in Control Table

    | Executive Name | Death ($) | | Disability ($) | | Termination without Cause ($) | Termination without Cause After Change in Control ($) | | Joshua Kobza | | | | | | | | Salary | — | | — | | 380,769(1) | 380,769(1) | | Bonus | 2,054,471 | (2) | 2,054,471 | (2) | 2,054,471(2) | 2,054,471(2) | | Option Valuation | — | | — | | — | — | | Stock Units | 48,203,193 | (6,8) | 36,620,951 | (6,8) | 25,204,863(7) | 84,695,318(9) | | Value of Benefits Continuation | — | | — | | 8,880 | 8,880 | | Total | 50,257,664 | | 38,675,422 | | 27,648,983 | 87,139,438 | | Matthew Dunnigan | | | | | | | | Salary | — | | — | | 685,000(10) | 225,000 | | Bonus | 985,585 | | 985,585 | | 985,585(10) | 985,585 | | Option Valuation | 591,000 | | 354,600 | | 472,800(10) | 591,000 | | Stock Units | 17,659,414 | | 13,888,600 | | 9,314,114(10) | 26,050,783 | | Value of Benefits Continuation | — | | — | | 7,266(10) | 7,266 | | Total | 19,235,999 | | 15,228,785 | | 11,464,765 | 27,859,634 | | David Shear | | | | | | | | Salary | — | | — | | 323,077(1) | 323,077(1) | | Bonus | 933,067 | (2) | 933,067 | (2) | 933,067(2) | 933,067(2) | | Option Valuation | 295,500 | (3) | 177,300 | (4) | 177,300(4) | 295,500(5) | | Stock Units | 12,689,816 | (6,8) | 10,068,912 | (6,8) | 6,656,238(7) | 25,174,581(9) | | Value of Benefits Continuation | — | | — | | 12,698 | 12,698 | | Total | 13,918,383 | | 11,179,279 | | 8,102,380 | 26,738,923 | | Axel Schwan | | | | | | | | Salary | — | | — | | 253,846(1) | 253,846(1) | | Bonus | 895,261 | (2) | 895,261 | (2) | 895,261(2) | 895,261(2) | | Option Valuation | 1,063,320 | (3) | 718,272 | (4) | 718,272(4) | 1,063,320(5) | | Stock Units | 6,457,052 | (6,8) | 4,974,493 | (6,8) | 3,530,214(7) | 17,006,601(9) | | Value of Benefits Continuation | — | | — | | 1,944 | 1,944 | | Total | 8,415,633 | | 6,588,026 | | 5,399,537 | 19,220,972 | | Thomas Curtis | | | | | | | | Salary | — | | — | | 84,615(1) | 84,615(1) | | Bonus | 973,135 | (2) | 973,135 | (2) | 973,135(2) | 973,135(2) | | Option Valuation | — | | — | | — | — | | Stock Units | 2,777,437 | (6,8) | 2,777,437 | (6,8) | 2,525,954(7) | 11,014,882(9) | | Value of Benefits Continuation | — | | — | | 3,143 | 3,143 | | Total | 3,750,572 | | 3,750,572 | | 3,586,847 | 12,075,775 | | José Cil | | | | | | | | Salary | — | | — | | —(11) | — | | Bonus | — | | — | | —(11) | — | | Option Valuation | — | | — | | —(11) | — | | Stock Units | — | | — | | 18,221,003(11) | — | | Value of Benefits Continuation | — | | — | | —(11) | — | | Total | — | | — | | 18,221,003 | — |

  151. Potential Payments Upon Termination or Change in Control Table

    | Page 52 | | | 2024 Proxy Statement | Restaurant Brands International |

  152. Potential Payments Upon Termination or Change in Control Table

    | (1) Because the employment agreements with our NEOs provide that severance will be determined under the provisions of the policies relating to termination of employment applicable to employees at the executive’s grade level as in effect at the time of termination, these amounts are determined under the RBI Severance Plan. The severance payment for Mr. Kobza is 22 weeks of base pay, the severance payment for Mr. Shear is 24 weeks of base pay, the severance payment for Mr. Schwan is 24 weeks of base pay, and the severance payment for Mr. Curtis is 8 weeks of base pay. |

  153. Potential Payments Upon Termination or Change in Control Table

    | (2) Based upon amounts actually paid under the 2023 Annual Bonus Program as amended. In addition, pursuant to their employment agreements and our policy, we will make appropriate tax equalization payments on these non-equity incentive compensation amounts to the appropriate authority on behalf of Messrs. Kobza, Dunnigan, Shear, Schwan, and Cil. These amounts are not included in the amounts shown. |

  154. Potential Payments Upon Termination or Change in Control Table

    | (3) In the case of termination for death, the options will vest 20%, 40% and 100% on the first, second and third anniversaries of the grant date, respectively, as set forth in the applicable award agreements. Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $78.13, the closing price of a common share as reported on the NYSE on December 29, 2023, and the exercise price of the options. If the exercise price exceeds $78.13, no value is assigned. |

  155. Potential Payments Upon Termination or Change in Control Table

    | (4) In the case of termination Without Cause or for Disability, options will vest in five equal installments as set forth in the applicable award agreements. Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $78.13, the closing price of a common share as reported on the NYSE on December 29, 2023, and the exercise price of the options. If the exercise price exceeds $78.13, no value is assigned. |

  156. Potential Payments Upon Termination or Change in Control Table

    | (5) In the case of termination Without Cause within twelve months after a Change in Control (as defined in the 2014 Omnibus Plan), all outstanding options would vest. Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $78.13, the closing price of a common share as reported on the NYSE on December 29, 2023, and the exercise price of the options. If the exercise price exceeds $78.13, no value is assigned. |

  157. Potential Payments Upon Termination or Change in Control Table

    | (6) In the case of termination for death, Bonus Matching RSUs granted to prior to 2021 will vest 20%, 40% and 100% on the first, second and third anniversary of the grant, respectively, as set forth in the applicable award agreements. In the case of termination for Disability, Bonus Matching RSUs granted to prior to 2021 will vest in five equal installments as set forth in the applicable award agreements. Amounts reflect the fair market value of $78.13 per share, which is the closing price of a common share as reported on the NYSE on December 29, 2023. |

  158. Potential Payments Upon Termination or Change in Control Table

    | (7) In the case of termination Without Cause, Bonus Matching RSUs granted to prior to 2021 will vest 40%, 60%, 80% and 100% on the second, third, fourth and fifth December 31st following the grant date, respectively, as set forth in the applicable award agreements. Amounts reflect the fair market value of $78.13per share, which is the closing price of a common share as reported on the NYSE on December 29, 2023. |

  159. Potential Payments Upon Termination or Change in Control Table

    | (8) In the case of termination by reason of his Disability, the PSUs granted to each NEO prior to 2021 will vest in five equal installments, and for 2021 PSUs and 2022 PSUs in three equal installments, as set forth in the applicable award agreement. In the case of termination by reason of death, the PSUs granted prior to 2021 will vest 20%, 40% and 100% on the first, second and third anniversary of the grant, respectively, and for the 2021 PSUs and 2022 PSUs, will vest in three equal installments, as set forth in the applicable award agreement. The amounts that vest will be based on earned units unless the performance period has not yet vested, in which case the target amount will vest. Amounts reflect the fair market value of $78.13 per share, which is the closing price of a common share as reported on the NYSE on December 29, 2023. |

  160. Potential Payments Upon Termination or Change in Control Table

    | (9) In the case of termination Without Cause within twelve months after a Change in Control (as defined in the 2023 Omnibus Plan and 2014 Omnibus Plan), all outstanding Bonus Matching RSUs, RSUs and PSUs would vest. |

  161. Potential Payments Upon Termination or Change in Control Table

    | (10) Based on Mr. Dunnigan’s separation agreement entered into in April 2024, he actually received approximately $8,193,848 in stock units, reflecting the value as of December 29, 2023 based on the PSU awards at target performance that Mr. Dunnigan would retain upon his termination that occurred on March 14, 2024. 2020 PSUs were retained at 80% and 2022 PSUs were retained at 67%. 2019 RSUs and 2020 stock options were retained at 80%. |

  162. Potential Payments Upon Termination or Change in Control Table

    | (11) Reflects the value as of December 29, 2023 based on the PSU awards at target performance that Mr. Cil would retain upon his termination that occurred on March 1, 2024. 2020 PSU were retained at 50% and 2021 PSUs were retained at 67%, in accordance with the terms and conditions of the respective awards. 2019 RSUs were retained at 80%, also in accordance with the terms and conditions of the applicable award. |

  163. Potential Payments Upon Termination or Change in Control Table

    | Restaurant Brands International | 2024 Proxy Statement | | | Page 53 |

  164. Potential Payments Upon Termination or Change in Control Table

    PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION As required by SEC rules, we are asking shareholders to approve, on a non-binding advisory basis, the 2023 compensation to our named executive officers as described in the “Executive Compensation” section of this proxy statement beginning on page 30. Under the TSX rules, this non-binding advisory approval of the 2023 compensation provided to named executive officers is optional. At the 2023 annual general meeting of shareholders, our shareholders approved, on an advisory basis, the compensation of our named executive officers. Shareholders are urged to read the CD&A section as well as the 2023 Summary Compensation Table and related compensation tables and narratives. We believe that compensation is an important tool to further our long-term goal of creating shareholder value. As such, our compensation philosophy is based on pay-for-performance and meritocratic principles, which incorporate our achievement of specific financial goals as well as achievement by employees of individual performance goals. As discussed in detail in the CD&A, our compensation programs are designed to foster long-term value creation for our shareholders by:

  165. Potential Payments Upon Termination or Change in Control Table

    | › | attracting and retaining top talent; |

  166. Potential Payments Upon Termination or Change in Control Table

    | › | connecting executive outcomes to company performance; |

  167. Potential Payments Upon Termination or Change in Control Table

    | › | placing a significant portion of compensation at risk if performance goals are not achieved; |

  168. Potential Payments Upon Termination or Change in Control Table

    | › | promoting our core value of ownership by aligning the interests of the CEO and the CEO Direct Reports with those of our shareholders through sizable, long-term equity ownership; and |

  169. Potential Payments Upon Termination or Change in Control Table

    | › | mitigating compensation-related retention risk. |

  170. Potential Payments Upon Termination or Change in Control Table

    The Board is asking shareholders to cast a non-binding, advisory vote indicating their approval of that compensation by voting FOR the following resolution: “RESOLVED, that the shareholders of Restaurant Brands International Inc. APPROVE, on an advisory basis, the compensation paid to our named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in Restaurant Brands International Inc.’s Management Information Circular and Proxy Statement for the 2024 Annual General Meeting of Shareholders.” This is a non-binding advisory vote. Our Board will consider our executive compensation to have been approved if the proposal receives more votes cast “For” than “Against”. While this vote is advisory and non-binding, our Board and Compensation Committee will review the voting results and consider shareholder feedback in their continuing evaluation of our compensation program. The Board recommends a vote “FOR” adoption of the resolution approving the compensation of our named executive officers.

  171. Potential Payments Upon Termination or Change in Control Table

    | Page 54 | | | 2024 Proxy Statement | Restaurant Brands International |

  172. Potential Payments Upon Termination or Change in Control Table

    PROPOSAL 3 – APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee of the Board of Directors is directly responsible for the appointment, negotiating and setting the compensation, retention, and oversight of RBI’s independent registered public accounting firm. To execute this responsibility, the Audit Committee annually reviews KPMG’s qualifications, performance, independence, and fees in making its decision whether to engage KPMG. The focus of the process is to select and retain the most qualified firm to perform the annual audit. During the review and selection process, the Audit Committee considers a number of factors, including:

  173. Potential Payments Upon Termination or Change in Control Table

    | › | Recent and historical audit performance, including the results of a management survey concerning KPMG’s service; |

  174. Potential Payments Upon Termination or Change in Control Table

    | › | The relevant experience, expertise and capabilities of KPMG and the audit engagement team in relation to the nature and complexity of our business; |

  175. Potential Payments Upon Termination or Change in Control Table

    | › | A review of the firm’s independence and internal quality controls; |

  176. Potential Payments Upon Termination or Change in Control Table

    | › | Any legal or regulatory proceedings that raise concerns about KPMG’s qualifications or ability to continue to serve as our independent auditor, including reports, findings and recommendations of the Public Company Accounting Oversight Board (“PCAOB”); |

  177. Potential Payments Upon Termination or Change in Control Table

    | › | The appropriateness of KPMG’s fees for audit and non-audit services; and |

  178. Potential Payments Upon Termination or Change in Control Table

    | › | The length of time that KPMG has served as our independent registered public accounting firm, the benefits of maintaining a long-term relationship and controls and policies for ensuring that KPMG remains independent. |

  179. Potential Payments Upon Termination or Change in Control Table

    The Audit Committee has selected, and the Board has ratified the selection of, KPMG to audit our 2024 consolidated financial statements and our internal control over financial reporting and to serve until the close of the 2025 Annual Meeting. KPMG served as the independent auditors of BKW and its predecessors from 1989 until December 12, 2014 and provided to BKW other audit-related and non-audit services. Since December 12, 2014, KPMG has served as our independent registered public accounting firm and has provided other audit-related and non-audit services to us as shown below. In accordance with SEC rules and KPMG policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit services to RBI. For lead audit and audit quality control reviewing partners, the maximum number of consecutive years of service in those roles is five years. The process for selection of RBI’s lead audit partner pursuant to this rotation policy involves a meeting between the Chair of the Audit Committee and the candidate for the role, as well as discussion by the full Audit Committee and with management. The Audit Committee and the Board believe that the continued retention of KPMG as our independent registered public accounting firm is in the best interest of RBI and our shareholders, and we are asking our shareholders to vote on a proposal to appoint KPMG as our independent auditors to serve until the close of the 2025 Annual General Meeting. We expect one or more representatives of KPMG to be present at the Meeting. The representatives will have the opportunity to make a statement if they desire and will be available to respond to appropriate questions from shareholders.

  180. Potential Payments Upon Termination or Change in Control Table

    | Restaurant Brands International | 2024 Proxy Statement | | | Page 55 |

  181. Potential Payments Upon Termination or Change in Control Table

    The following table presents fees for professional services rendered by KPMG for the audit of our annual consolidated financial statements and the audit of RBI’s internal control over financial reporting (“ICOFR”) for 2023 and 2022. In addition, the table presents fees billed for audit-related services, tax services (which includes tax compliance and tax consulting services) and all other services rendered by KPMG to RBI for 2023 and 2022.

  182. Potential Payments Upon Termination or Change in Control Table

    | | 2023 | 2022 | | | ($ in thousands) | ($ in thousands) | | Audit fees(1) | 6,514 | 8,186 | | Audit-related fees(2) | 383 | 255 | | Tax fees | | | | Tax compliance fees(3) | — | — | | Tax consulting fees(4) | 82 | 207 | | Total tax fees | 82 | 207 | | All other fees(5) | 190 | — | | Total fees | 7,169 | 8,647 |

  183. Potential Payments Upon Termination or Change in Control Table

    | (1) Audit fees primarily consist of fees for the audit of the consolidated financial statements, ICOFR and the review of the interim condensed consolidated financial statements. This category also includes fees for statutory audits required by the tax authorities of various countries and accounting consultations, as well as for the preparation and review of documents relating to debt and equity offerings, including the preparation of comfort letters. |

  184. Potential Payments Upon Termination or Change in Control Table

    | (2) Audit-related fees are primarily the fees for financial statement audits of marketing funds and accounting consultations related to the evaluation of certain transactions. |

  185. Potential Payments Upon Termination or Change in Control Table

    | (3) Tax compliance fees primarily consist of fees for tax compliance services. |

  186. Potential Payments Upon Termination or Change in Control Table

    | (4) Tax consulting fees primarily consist of fees for tax planning and advice. |

  187. Potential Payments Upon Termination or Change in Control Table

    | (5) All other fees are fees for services other than those in the above categories. |

  188. Potential Payments Upon Termination or Change in Control Table

    Pursuant to our written charter, our Audit Committee pre-approves all audit services and permitted non-audit services to be performed by our independent registered public accounting firm. Consistent with the policies and procedures of our written charter, our Audit Committee approved all of the services rendered in 2022 and 2023. The Audit Committee has adopted a pre-approval policy under which the Audit Committee delegated to its chair the authority to approve services of up to $500,000 per engagement, subject to approval and ratification by the full Audit Committee at its next scheduled meeting.

  189. Potential Payments Upon Termination or Change in Control Table

    | Page 56 | | | 2024 Proxy Statement | Restaurant Brands International |

  190. Pay Versus Performance

    Pay Versus Performance The following table reports the compensation of our CEO (PEO) and the average compensation of our other NEOs as reported in the Summary Compensation Table for the past four years, as well as their “compensation actually paid”, alongside total shareholder return (TSR) and net income metrics, and a company-selected measure of Adjusted EBITDA. We selected this measure as the most important in linking compensation actually paid to our NEOs for 2023 to our performance, as Adjusted EBITDA was the predominant metric used in our 2023 annual incentive plan, as described in more detail above.

  191. Pay Versus Performance

    | Year 1 | Summary Compensation Table Total for First PEO | Compensation Actually Paid to First PEO 2 | Summary Compensation Table Total for Second PEO | Compensation Actually Paid to Second PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Total Share- holder Return | Peer Group Total Shareholder Return | Net Income (millions) | Adjusted EBITDA (in millions) | | 2023 | $2,919,736 | $22,058,277 | $28,967,541 | $77,213,418 | $7,215,978 | $12,712,740 | $141.28 | $157.59 | $1,718 | $2,554 | | 2022 | $17,051,342 | $27,404,712 | $0 | $0 | $36,433,352 | $57,793,584 | $113.35 | $124.79 | $1,482 | $2,378 | | 2021 | $13,968,789 | $13,978,748 | $0 | $0 | $6,914,601 | $6,379,416 | $102.38 | $152.39 | $1,253 | $2,248 | | 2020 | $20,054,416 | $17,686,735 | $0 | $0 | $7,709,451 | $6,253,319 | $99.66 | $118.40 | $750 | $1,864 |

  192. Pay Versus Performance

    | 1 | Mr. Cil is the PEO for 2020, 2021, 2022 and two months of 2023. Mr. Kobza is PEO for the remainder of 2023. The other NEOs for each year are: for 2023 – Messrs. Dunnigan, Shear, Schwan and Curtis, for 2022 – Messrs. Doyle, Dunnigan, Kobza and Shear, for 2021 – Messrs. Dunnigan, Kobza, Shear and Curtis, and for 2020 – Messrs. Dunnigan, Kobza, Schwan and Siddiqui. |

  193. Pay Versus Performance

    | 2 | The dollar amounts shown is this column reflect “compensation actually paid” calculated by adjusting the amounts in the summary compensation table in accordance with SEC rules. As required, the dollar amounts include unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to the CEO or other NEO during the applicable years. The adjustments made are shown in the table below: |

  194. Disclosure of Most Important Measures Linking Compensation Actually Paid During 2023 to Company Performance

    Disclosure of Most Important Measures Linking Compensation Actually Paid During 2023 to Company Performance As required, we disclose below the most important measures used by RBI to link compensation actually paid to our NEOs for 2023 to our performance. For further information regarding these performance metrics and their function in our executive compensation program, please see “Compensation Discussion and Analysis” beginning on page 30 .

  195. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures The following graphs further illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between RBI total shareholder return and that of the S&P 500 Restaurants Index. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years. Dollar amounts are shown in millions.

  196. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    | Page 78 | | | 2024 Proxy Statement | Restaurant Brands International |

  197. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees (excluding our CEO). As of December 31, 2023, our employee population consisted of approximately 8,200 individuals working in locations around the world, including full-time and part-time employees. We selected December 31, 2023 as the determination date for identifying the median employee. To identify the median employee based on our employee population as of December 31, 2023, we calculated the amount of annual total cash compensation paid to all of our employees (other than our CEO). We calculated annual cash compensation using a reasonable estimate of the hours worked during 2023 for hourly employees and the actual salary and cash bonus paid for our salaried employees. We annualized pay for those who commenced work during 2023. We did not make any cost-of-living or other adjustments in identifying the median employee. For 2023, we calculated the 2023 total annual compensation of the median employee in accordance with the requirements of the executive compensation rules for the Summary Compensation Table (Item 402(c)(2)(x) of Regulation S-K). Under this calculation, the median employee’s annual total compensation was $31,525. Utilizing the same executive compensation rules and based on the amount reported in the “Total” Column of our 2023 Summary Compensation Table in the Executive Compensation section above for our CEO, the annual total compensation of our CEO was $28,967,541 (including $24,252,000 arising from the grant date fair value of PSUs). The resulting ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 919 to 1. This ratio represents a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described above. This pay ratio disclosure is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions and to make reasonable estimates that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable with the pay ratio that we have reported. This information is being provided in response to SEC disclosure requirements. Neither the Compensation Committee nor RBI’s management uses the pay ratio measure in making any compensation decisions.

  198. CEO PAY RATIO

    | Restaurant Brands International | 2024 Proxy Statement | | | Page 79 |