DEF 14A of Restaurant Brands International Inc., Apr 24, 2025

DEF 14A of Restaurant Brands International Inc.

Filed Apr 24, 2025 · FY20240001193125-25-091549

Open on EDGAR

  1. SHAREHOLDER PROPOSALS

    Our by-laws permit the Board of Directors (the “Board”) to determine the number of directors that constitute the Board, between 3 and 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 varied set of perspectives, backgrounds, and experiences. We believe our proposed board 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 and was appointed Executive Chair of the Board in January 2023. 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 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 favor 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.

  2. Nominees For Director

    Nominees For Director

  3. 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 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 Investimentos, 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 58 years old and resides in Milan, Italy. At our 2024 annual meeting, he received 92.7% 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. |

  4. Nominees For Director

    | Restaurant Brands International | 2025 Proxy Statement | | | Page 3 |

  5. 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 private company boards. 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 53 years old and resides in Brussels, Belgium. At our 2024 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. |

  6. 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 of the Carlyle Group, a global diversified investment firm, where he focused on the consumer sector 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 served on the board of directors of Best Buy Co., Inc. from November 2014 to June 2024, and as the Chairman of Best Buy’s board from 2020 to 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 61 years old and resides in Florida, United States. At our 2024 annual meeting, he received 98.3% 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. |

  7. Nominees For Director

    | Page 4 | | | 2025 Proxy Statement | Restaurant Brands International |

  8. 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 53 years old and resides in São Paolo, Brazil. At our 2024 annual meeting, she received 96.4% 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. |

  9. 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 Vice President on the Talent team and earlier served on the Corporate Investment team beginning in 2017, 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 37 years old and resides in New York, United States. At our 2024 annual meeting, she received 95.2% 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. |

  10. Nominees For Director

    | Restaurant Brands International | 2025 Proxy Statement | | | Page 5 |

  11. 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. Since July 2024, Mr. Hedayat has served as the Interim Chief Executive Officer of DRI Healthcare, the manager of DRI Healthcare Trust, a TSX traded trust with a portfolio of pharmaceutical and biotechnology investments for which Mr. Hedayat has served on the board since June 2020. 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 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 and from August 2020 to July 2021 served on the board of RMM Management, a public music royalty company. Mr. Hedayat is 50 years old and resides in Ontario, Canada. At our 2024 annual meeting, he received 97.1% votes in favor of his re-election. QUALIFICATIONS The Board nominated Mr. Hedayat because of his significant experience in investment banking, service as interim chief executive officer of a public company, 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. |

  12. 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. 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, having previously served as an alternate board member from April 2020 to April 2022. Mr. Lemann served as a member of the general partner of Growth Interface Fund, a long-only public equities fund, since December 2017 until December 2024. 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. Mr. Lemann graduated from Columbia University with a Bachelor of Arts majoring in economics. Mr. Lemann is 33 years old and resides in Switzerland. At our 2024 annual meeting, he received 95.3% 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. |

  13. Nominees For Director

    | Page 6 | | | 2025 Proxy Statement | Restaurant Brands International |

  14. 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 53 years old and resides in Ontario, Canada. At our 2024 annual meeting, he received 96.0% 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. |

  15. 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 44 years old and resides in Florida, United States. At our 2024 annual meeting, he received 99.6% 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. |

  16. Nominees For Director

    | Restaurant Brands International | 2025 Proxy Statement | | | Page 7 |

  17. 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 53 years old and resides in Ontario, Canada. At our 2024 annual meeting, she received 99.4% 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. |

  18. 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 2026 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.

  19. Nominees For Director

    | Page 8 | | | 2025 Proxy Statement | Restaurant Brands International |

  20. Nominees For Director

    In this section, you can read about

  21. 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 14 | | Annual Evaluation Process | Page 14 | | Board Committees | Page 14 | | Executive Officer Demographics | Page 19 | | Risk Management | Page 19 | | Sustainability-Restaurant Brands for Good | Page 20 | | Shareholder Engagement | Page 21 | | Communication with our Board | Page 22 | | Code of Ethics/Conduct | Page 23 | | Insider Trading Policy | Page 24 | | Related Party Transaction Policy | Page 24 | | Certain Relationships and Related Transactions | Page 24 | | Director Compensation | Page 25 |

  22. 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 favor 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.

  23. Election of Directors—Majority Voting

    | Restaurant Brands International | 2025 Proxy Statement | | | Page 13 |

  24. 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:

  25. 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 2024, this amount was at a notional value of $1,000,000 and it remains the same for 2025. 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. |

  26. Director Compensation

    | › | Retainer Fees . For 2024, 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 2025. |

  27. 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. The following table summarizes compensation paid to each of our non-management directors during 2024. Directors who are employed by us do not receive additional compensation for their service on the Board.

  28. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1)(2) | Total 2024 Director Compensation ($) | | Alexandre Behring | — | 140,000 | 140,000 | | Maximilien de Limburg Stirum | — | 140,000 | 140,000 | | J. Patrick Doyle | — | — | — | | Christina Farjallat | — | 120,000 | 120,000 | | Jordana Fribourg (3) | — | 106,284 | 106,284 | | Ali Hedayat | — | 200,000 | 200,000 | | Marc Lemann | — | 100,000 | 100,000 | | Jason Melbourne | — | 160,000 | 160,000 | | Daniel Schwartz | — | 100,000 | 100,000 | | Thecla Sweeney (3) | — | 113,716 | 113,716 |

  29. Director Compensation

    | (1) All of our directors elected to defer their retainer and committee fees for 2024 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, 2023 or shortly after joining a new |

  30. Director Compensation

    | Restaurant Brands International | 2025 Proxy Statement | | | Page 25 |

  31. Director Compensation

    | committee. The RSUs were granted on December 31, 2024 based on the $64.91 closing price of a common share of RBI on the date prior to the grant date, December 30, 2024, 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 $64.91, multiplied by two. |

  32. 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, 2024 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, 2024, which are included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC and on SEDAR+ at www.sedarplus.ca. |

  33. Director Compensation

    | (3) The retainer amounts for Ms. Fribourg and Ms. Sweeney include pro-rated amounts for changes in their committee memberships during 2024. |

  34. 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, 2024 either met or were on track to meet this requirement. 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, 2024. The total value is calculated based on the closing price of RBI common shares on the NYSE of $65.18 and excludes the value of stock options.

  35. Director Compensation

    | Name | RSUs (#) | Options (#) | Shares (#) | LP Units (#) | Total Non-Option Value ($) | | Alexandre Behring (1) | 132,652 | — | 148,000 | — | 18,292,897 | | Maximilien de Limburg Stirum | 8,768 | 17,934 | — | — | 571,498 | | J. Patrick Doyle (2) | 1,118,772 | 2,000,000 | 627,001 | — | 113,789,464 | | Christina Farjallat | 3,284 | 15,218 | — | — | 214,051 | | Jordana Fribourg | 2,571 | 13,118 | — | — | 167,578 | | Ali Hedayat | 18,390 | — | 7,572 | — | 1,692,203 | | Marc Lemann (3) | 5,254 | 15,358 | 15,000 | — | 1,320,156 | | Jason Melbourne | 8,241 | 18,860 | — | — | 537,148 | | Daniel Schwartz (4) | 12,374 | — | 1,382,207 | 137,996 | 99,893,344 | | Thecla Sweeney | 4,554 | 17,841 | 1,350 | — | 384,823 |

  36. Director Compensation

    | (1) As of December 31, 2024, all of the RSUs and the shares were held by CLBB Investments Holdings Fund Ltd., of which Mr. Behring and his family control and own the equity. |

  37. Director Compensation

    | (2) As of December 31, 2024, 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. |

  38. Director Compensation

    | (3) As of December 31, 2024, the 15,000 shares were held by Maai Ltd., of which Mr. Lemann is the sole owner. |

  39. Director Compensation

    | (4) As of December 31, 2024, 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. |

  40. Director Compensation

    | Page 26 | | | 2025 Proxy Statement | Restaurant Brands International |

  41. Director Compensation

    In this section, you can read about

  42. Director Compensation

    | Compensation Discussion & Analysis | Page 28 | | Compensation Committee Report | Page 48 | | 2024 Summary Compensation Table | Page 49 | | 2024 All Other Compensation Table | Page 50 | | 2024 Grants of Plan-Based Awards Table | Page 51 | | 2024 Outstanding Equity Awards at Fiscal Year-End Table | Page 52 | | 2024 Option Exercises and Stock Vested Table | Page 53 | | 2024 Pension Benefits | Page 54 | | Potential Payments Upon Termination or Change in Control Table | Page 54 | | Proposal 2 – Advisory Vote on Executive Compensation | Page 58 |

  43. Pay-for-Performance Compensation Philosophy

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

  44. Role of Compensation Committee

    Role of Compensation Committee The Compensation Committee is responsible for establishing and overseeing our compensation philosophy and for setting our executive compensation and benefits policies and programs generally. The Compensation Committee assists the Board in overseeing all items as defined in its charter and has access to members of management and independent compensation consultants to assist in approving items under its purview. For 2024, Frederic W. Cook & Co., Inc. (“F.W. Cook”) was retained as a compensation consultant. F.W. Cook assists with peer group selection and analysis and provides data on competitive benchmarking, along with recommendations for pay levels and practices.

  45. How compensation decisions are made

    | RBI Management | | Compensation Consultant | | Compensation Committee | | • Provides inputs regarding RBI’s business strategy and performance against business objectives • CEO provides initial recommendations regarding compensation program structure and design • Proposes individual performance goals for Individual Achievement under Annual Bonus Program • Provides additional information as requested by the Compensation Committee | • | • Assists with peer group selection and analysis • Reviews and advises on management recommendations • Advises the Compensation Committee on governance trends • Provides data on competitive benchmarking and independent recommendations for pay levels and practices | • | • Reviews and approves plan design, metrics, goals, and overall incentive compensation funding levels • Reviews and approves individual targets and compensation for executives based on market and benchmarking data • Assesses performance in relation to defined goals and approves achievement of executive incentive compensation |

  46. Shareholder Engagement and Feedback Received

    | What We heard | Our Response | | Enhance disclosure on executive compensation decisions and rationale | ✓ We have significantly enhanced our CD&A to provide clearer disclosure on compensation decisions, governance practices, and how we set performance targets for RBI executives | | Enhance disclosure on ownership guidelines & clawback policies | ✓ Unvested PSUs and unexercised options no longer count towards requirements, further aligning our management with shareholder interest ✓ Executives who have not met guidelines will be required to hold >50% of net after-tax shares received from options exercises and vesting of Restricted Share Units and Performance Share Units ✓ Additional details on ownership guidelines and clawback policies provided in their respective sections within this CD&A |

  47. Compensation Peer Group

    Compensation Peer Group For 2024, 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, consumer packaged goods, and household products within a range of our revenue and market capitalization.

  48. Compensation Peer Group

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

  49. Compensation Peer Group

    | Restaurant Brands International | 2025 Proxy Statement | | | Page 31 |

  50. Annual Cash Incentive (Annual Bonus Program)

    Annual Cash Incentive (Annual Bonus Program) The Annual Bonus Program is designed to incentivize completion of specific and measurable consolidated and business unit-specific objectives, as approved by the Compensation Committee at the beginning of the year. Earned annual bonus is calculated using the below framework: In all cases, actual bonus payout is subject to:

  51. Annual Cash Incentive (Annual Bonus Program)

    | › | attainment of threshold performance of Adjusted Operating Income (“AOI”) and individual achievement; |

  52. Annual Cash Incentive (Annual Bonus Program)

    | › | a reduction if certain expense targets or compliance requirements are not met; and |

  53. Annual Cash Incentive (Annual Bonus Program)

    | › | an upward or downward adjustment of up to 20% based on a qualitative evaluation of RBI’s performance and the executive’s performance, as recommended by the CEO and approved by the Compensation Committee. |

  54. Annual Bonus Program – Bonus Swap Investment Program

    Annual Bonus Program – Bonus Swap Investment Program To further foster a culture of ownership, RBI provides its executives with an opportunity to invest a portion of their annual cash bonus into RBI common shares (“Investment Shares”) and leverage that investment through the issuance of RSUs (“Matching RSUs”). We consider these Matching RSUs to be a key part of our executive team’s Long-Term Incentive compensation.

  55. Annual Bonus Program – Bonus Swap Investment Program

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  56. Annual Bonus Program – Bonus Swap Investment Program

    Eligible employees (including our NEOs) were offered an opportunity to use either 25% or 50% of their calculated net bonus for 2024 (after deducting an amount based on a theoretical tax rate of 40% in the U.S.) 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: *Note: Participants can elect to swap 25% or 50% of their bonus, with all our NEOs electing to swap 50%. The number of Matching RSUs a participant receives was calculated by multiplying the gross annual bonus earned, the election percentage, and a multiplier associated with the participant’s level in the organization (2.25x for our NEOs), divided by the closing price of our stock on the trading day prior to the date of purchase. *Note: Participants can elect to swap 25% or 50% of their bonus, with all our NEOs electing to swap 50%. 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 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. Note that matching RSUs related to the 2024 Annual Bonus program are granted in 2025 and will be reported in the Summary Compensation Table in 2026 proxy statement.

  57. Annual Bonus Program – Bonus Swap Investment Program

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  58. Long Term Incentive Compensation

    Long Term Incentive Compensation Consistent with our values of ownership and meritocracy, our Compensation Committee believes equity-based compensation should be an important component of our compensation structure. Equity awards to NEOs are in the form of PSUs to ensure long-term alignment with shareholders. The PSUs are three-year cliff awards based on relative TSR compared to the S&P 500. Design of our 2024 PSU grants, along with details of PSU awards vesting in 2024 are further detailed below.

  59. Timing of Equity Awards

    Timing of Equity Awards RBI’s Compensation Committee generally makes grants to executives, including named executive officers, at a meeting early in the calendar year and delegates to the CEO the ability to make grants to a broad group of other employees. Such grants are issued at a set grant date that is generally a week or more after the release of financial information for the prior fiscal year so that such grants are made after the market has incorporated any material non-public information. Additional grants may be made by the Compensation Committee or its delegate at such other times as necessary for business purposes related to employee promotion, retention, or new hires. Although RBI does not have a formal policy with respect to the timing of equity-based awards, we determine a specific calendar of trading blackout dates each year, and awards of options and other stock appreciation rights are not granted in proximity to the release of material nonpublic information. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  60. Target Compensation

    | | | | | | Long-Term Incentives | | | | | Base Salary ($) | Target Bonus (%) | Target Bonus ($) | Target Cash Compensation ($) | Matching RSUs ($) | PSUs ($) | Total Target Direct Compensation ($) | | Joshua Kobza Chief Executive Officer | 950,000 | 200% | 1,900,000 | 2,850,000 | 2,137,500 | 9,000,000 | 13,987,500 | | Sami Siddiqui Chief Financial Officer | 685,000 | 130% | 890,500 | 1,575,500 | 1,001,813 | 3,500,000 | 6,077,313 | | Axel Schwan President, Tim Hortons | 625,000 | 130% | 812,500 | 1,437,500 | 914,063 | 4,000,000 | 6,351,563 | | Thomas Curtis President, Burger King | 625,000 | 130% | 812,500 | 1,437,500 | 914,063 | 4,500,000 | 6,851,563 | | Jill Granat General Counsel | 630,000 | 140% | 882,000 | 1,512,000 | 992,250 | 2,500,000 | 5,004,250 |

  61. 2024 Annual Bonus Program

    2024 Annual Bonus Program

  62. Business Performance

    Business Performance As described in the Annual Bonus Program overview section, the business performance component is determined based upon performance in four key financial metrics: comparable sales, net restaurant growth, franchisee profitability, and Adjusted Operating Income. The business performance totals 75% of each NEO’s overall achievement. Performance is evaluated relative to 100% achievement levels which are set at the beginning of the year and approved by the Compensation Committee along with threshold and maximum payout levels. Threshold achievement for the 2024 plan year was initially defined at 50% payout level which was consistent with prior years. As the Committee reviewed management progress towards its goals in Q3, it became clear that the macroeconomic climate was negatively affecting management’s ability to meet their performance targets for the year. To better reflect the relative performance compared to our peers in the face of these headwinds, the Committee decided to decrease the threshold from 50% payout and extended the performance curve to 0% (by linear interpolation). The 0% achievement level became the new performance threshold as further detailed below.

  63. Business Performance

    | (3) Adjusted Operating Income performance metrics differ slightly from those reported in the Annual Report on Form 10-K with the following adjustments: excludes (a) the effect of foreign exchange rates, (b) Restaurant Holdings segment results and (c) adjustment for the impact of the Carrols acquisition on BK a nd PLK company restaurants. |

  64. Compensation Decisions and Summary

    granted in 2025. The value of PSUs shown in these tables are nominal and assume that the related performance goals are achieved at the target – this is different than the SCT where PSU values are shown based on the grant date fair value determined using a Monte Carlo valuation.

  65. Compensation Decisions and Summary

    | | Compensation Decisions (Former Chief Financial Officer) | | | Matt Dunnigan Former Chief Financial Officer | • Employment ended March 14, 2024 with 12-month salary continuation • Not eligible for participation in the 2024 Annual Bonus Program | | | | Pay Element | Value (US$) | | | Base Salary (Fixed) • Increased from $650,000 to $685,000 prior to separation | 685,000 | | | Annual Bonus Payout (At Risk) • Target Bonus Payout of $890,500 for the 2024 Annual Bonus Program; with employment ended March 14, 2024, Mr. Dunnigan was not eligible for 2024 Annual Bonus Program payout | - | | | Annual Matching RSUs (At Risk)* • Mr. Dunnigan is not eligible for 2024 Annual Bonus Program • Amount reported in Summary Compensation Table related to 2023 Matching RSUs granted in February 2024 was $1,108,764 | - | | | Annual Performance Share Units (At Risk) • Awarded $2,500,000 in February 2024; forfeited with end of employment | 2,500,000 | | | Total Compensation | 3,185,000 |

  66. Long Term Incentive Grants

    Long Term Incentive Grants

  67. Grants Vested in 2024

    Grants Vested in 2024 The PSUs granted in 2021 were earned based on relative TSR versus the S&P 500 for the period from December 31, 2020 to December 31, 2023, with target earned between the 50 th and 75 th percentiles and more or less earned based on higher or lower thresholds. In January 2024, the Committee determined that the relative TSR for the relevant period was at the 63 rd percentile, which resulted in payout at 100%. As previously discussed, the PSUs granted in early 2019 were based on a five-year cliff vesting and earned at 100% based on 2021 Adjusted EBITDA, NRG and comparable sales targets that were certified in 2022.

  68. Grants with Performance Period ending in 2024

    Grants with Performance Period ending in 2024 The PSUs granted in 2022 vested on February 25, 2025, based on Company performance for the three-year performance period beginning December 31, 2021 and ending December 31, 2024, against pre-established performance targets for SSS, NRG, EBITDA, and Relative TSR. Final performance approved by the Compensation Committee is shown below.

  69. Grants with Performance Period ending in 2024

    | LTIP Measure (3-year CAGR) | Weight | Threshold (50%) | Target (100%) | Maximum (150%) | Result | Performance | | Same Store Sales | 30% | 1.1% | 4.3% | 5.6% | 6.0% | 150.0%* | | Net Restaurant Growth | 20% | 1.5% | 5.9% | 6.9% | 3.9% | 77.3% | | EBITDA | 50% | 1.9% | 7.7% | 9.9% | 8.9% | 128.2% | | Relative TSR | Multiplier | 25 th Percentile | 40-60 th Percentile | 75 th Percentile | 63 rd Percentile | 1.09x | | *Note: Capped at Max. Payout | | | | | | 135.8% |

  70. Grants made in 2024

    Grants made in 2024 The Compensation Committee approved long-term incentive awards to the applicable NEOs with a grant date of February 23, 2024, in the form of PSUs that cliff vest March 15, 2027. The three-year relative TSR performance for the 2024 PSU is measured against the S&P 500 for the performance period ending February 23, 2027. Linear interpolation is applied if RBI relative TSR ranking is between 25 th and 50 th percentile, or between 60 th and 85 th percentile. Regardless of relative TSR ranking, performance is capped at 100% if RBI’s TSR is negative for the performance period.

  71. Clawback Policies

    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. Under the policy, the Company must 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.

  72. Employment and Separation Agreements

    Employment and Separation Agreements During 2024, RBI and two of its subsidiaries (Burger King Company LLC or a subsidiary thereof and The TDL Group Corp.) had employment agreements in place with each of Mr. Kobza and Ms. Granat and RBI and one of its U.S. subsidiaries had an employment agreement in place with Mr. Siddiqui (collectively, the “Multi-Party Employment Agreements”) in each case due to the fact that the executive allocates his or her working hours among RBI and the subsidiaries. Pursuant to the Multi-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 Multi-Party Employment Agreement sets forth the initial base salary and target bonus (as a percentage of base salary) of the executive. The Multi-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 multiple 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. In January 2021, Mr. Schwan entered into an agreement with The TDL Group Inc. regarding his salary, bonus and benefits, as well as certain tax equalization provisions and expatriate benefits. In August 2021, Mr. Curtis entered into an offer letter with the predecessor of Burger King Company LLC regarding his salary, bonus and benefits. In December 2020, Mr. Shear entered into a letter agreement with several of our foreign subsidiaries regarding his salary, bonus, and benefits. In 2021, he entered into a tax equalization agreement with respect to compensation while he is employed in Switzerland, so that his tax responsibility will be based on employment in

  73. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  74. 2024 Summary Compensation Table

    | Named Executive Officer | Year | Salary ($) (1) | Bonus ($) | Stock Awards ($) (2)(3) | Non-Equity Incentive Plan Compensation ($) (4) | Change in pension value and NQ Deferred Comp Earnings ($) (5) | All Other Compensation ($) (6) | Total ($) | | Joshua Kobza | 2024 | 941,667 | — | 11,626,221 | 1,131,572 | — | 770,408 | 14,469,868 | | CEO | 2023 | 890,000 | — | 26,007,809 | 2,054,471 | — | 15,261 | 28,967,541 | | | 2022 | 832,442 | — | 10,907,929 | 1,560,723 | — | 94,928 | 13,396,022 | | Sami Siddiqui | 2024 | 660,000 | — | 4,673,265 | 581,841 | — | 18,619 | 5,933,725 | | CFO | | | | | | | | | | Axel Schwan | 2024 | 600,572 | — | 5,147,115 | 695,196 | — | 574,285 | 7,017,168 | | President, Tim Hortons Canada & US | 2023 | 548,884 | — | 6,440,533 | 895,261 | — | 575,119 | 8,459,797 | | Thomas Curtis | 2024 | 612,500 | — | 5,752,202 | 543,783 | — | 20,941 | 6,929,426 | | President, Burger King | 2023 | 550,000 | — | 3,842,261 | 973,135 | — | 20,399 | 5,385,795 | | US & Canada | 2022 | 545,833 | — | 3,454,071 | 547,210 | — | 18,323 | 4,565,437 | | Jill Granat | 2024 | 625,000 | — | 3,689,683 | 567,687 | — | 163,426 | 5,045,796 | | General Counsel | | | | | | | | | | David Shear | 2024 | 317,008 | — | 5,707,125 | — | — | 917,574 | 6,941,707 | | Former President, | 2023 | 734,912 | — | 6,866,274 | 933,067 | — | 1,171,872 | 9,706,125 | | International | 2022 | 692,024 | — | 5,476,751 | 1,323,085 | — | 1,562,202 | 9,054,082 | | Matthew Dunnigan | 2024 | 136,875 | — | 3,696,241 | — | — | 858,236 | 4,691,352 | | Former CFO | 2023 | 650,000 | — | 3,674,056 | 985,585 | — | 2,555 | 5,312,196 | | | 2022 | 620,347 | — | 4,563,480 | 875,696 | — | 150,463 | 6,210,013 |

  75. 2024 Summary Compensation Table

    | (1) Unless otherwise stated, amounts paid to Mr. Schwan and Mr. Shear were converted to U.S. dollars based on the 12-month average exchange rate, as follows: For Mr. Schwan: 1 USD = 1.3727 CAD and for Mr. Shear: 1 USD = 0.8821 CHF. |

  76. 2024 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 2024, 2023, and 2022 under the Bonus Swap Program to the NEOs for 2023, 2022, and 2021 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 a NEO’s gross bonus by the Swap Election Percentage of 50%, (2) multiplying this amount by 2.25, and (3) dividing the total by the closing price of an RBI common share on the trading day preceding the grant date. Our NEOs have not actually received this compensation nor do these amounts reflect the actual value that will be recognized by the NEO. |

  77. 2024 Summary Compensation Table

    | (3) Amounts shown in this column include the aggregate grant date fair value of PSUs granted in calendar years 2024,2023, and 2022. 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 valuation. The value of the 2024 PSUs at the grant date assuming the highest level of performance achieved based on the performance measure would be $13,972,492 (Mr. Kobza); $5,433,702 (Mr. Siddiqui); $6,209,945 (Mr. Schwan); $6,986,188 (Mr. Curtis and Mr. Shear); and $3,881,215 (Ms. Granat and Mr. Dunnigan). 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. Our NEOs have not actually received this compensation nor do these amounts reflect the actual value that will be recognized by the NEO. |

  78. 2024 Summary Compensation Table

    | (4) The amounts reported in this column reflect compensation earned for 2024 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 |

  79. 2024 Summary Compensation Table

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  80. 2024 Summary Compensation Table

    | finalization of our audited financial statements. As discussed above under “Compensation Discussion and Analysis—Bonus Swap Program”, in February 2025, 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 2024 non-equity compensation forgone and used to purchase RBI common shares in February 2025 on were as follows: Mr. Kobza—$565,786; Mr. Siddiqui—$290,920; Mr. Schwan—$347,598; Mr. Curtis—$271,892 and Ms. Granat—$283,844. |

  81. 2024 Summary Compensation Table

    | (5) Ms. Granat’s change in pension value was ($1,297). |

  82. 2024 Summary Compensation Table

    | (6) Details of the amounts set forth in this column related to 2024 are included in the 2024 All Other Compensation Table. |

  83. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table provides information about cash (non-equity) and equity compensation awarded to our NEOs in 2024, including: (1) the range of possible cash payouts under our 2024 Annual Bonus Program; (2) the grant date and approval date of equity awards; (3) the number of Bonus Matching RSUs awarded in February 2024 in connection with the 2023 Annual Bonus Program; and (4) the grant date fair value of the Bonus Matching RSUs and PSUs awarded during 2024 as described above in Notes 2 and 3 to the 2024 Summary Compensation Table, respectively. The Bonus Matching RSUs are discussed in greater detail in the CD&A above.

  84. 2024 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 | — | 1,900,000 | 3,325,000 | | | | | | | | | | | | | 02/23/24 | 01/29/24 | 59,697 | 119,395 | 179,092 | | 9,314,995 | | | | | | 02/23/24 | 01/29/24 | | | | 30,661 | 2,311,226 | | Sami Siddiqui | — | 890,500 | 1,558,375 | | | | | | | | | | | | | 02/23/24 | 01/29/24 | 23,215 | 46,431 | 69,646 | | 3,622,468 | | | | | | 02/23/24 | 01/29/24 | | | | 13,940 | 1,050,797 | | Axel Schwan | — | 812,500 | 1,421,875 | | | | | | | | | | | | | 02/23/24 | 01/29/24 | 26,532 | 53,064 | 79,596 | | 4,139,963 | | | | | | 02/23/24 | 01/29/24 | | | | 13,361 | 1,007,152 | | Thomas Curtis | — | 812,500 | 1,421,875 | | | | | | | | | | | | | 02/23/24 | 01/29/24 | 29,848 | 59,697 | 89,545 | | 4,657,458 | | | | | | 02/23/24 | 01/29/24 | | | | 14,523 | 1,094,744 | | Jill Granat | — | 882,000 | 1,543,500 | | | | | | | | | | | | | 02/23/24 | 01/29/24 | 16,582 | 33,165 | 49,747 | | 2,587,477 | | | | | | 02/23/24 | 01/29/24 | | | | 14,622 | 1,102,206 | | David Shear | — | 1,029,000 | 1,800,750 | | | | | | | | | | | | | 02/23/24 | 01/29/24 | 29,848 | 59,697 | 89,545 | | 4,657,458 | | | | | | 02/23/24 | 01/29/24 | | | | 13,925 | 1,049,667 | | Matthew Dunnigan | — | 890,500 | 1,558,375 | | | | | | | | | | | | | 02/23/24 | 01/29/24 | 16,582 | 33,165 | 49,747 | | 2,587,477 | | | | | | 02/23/24 | 01/29/24 | | | | 14,709 | 1,108,764 |

  85. 2024 Grants of Plan-Based Awards Table

    | (1) Amounts shown in these columns were calculated using each NEO’s base salary as of September 30, 2024 (Mr. Kobza—$950,000; Mr. Siddiqui—$685,000; Mr. Schwan—$625,000, Mr. Curtis—$625,000, and Ms. Granat—$630,000) other than for Mr. Shear and Mr. Dunnigan which show amounts granted based on their base salary as of March 31, 2024. |

  86. 2024 Grants of Plan-Based Awards Table

    | (2) Threshold amounts reflect amounts payable under our 2024 Annual Bonus Program. The threshold originally was set based on overall achievement at 50% and was modified to overall achievement at 0%. 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 impact of CEO or Compensation Committee discretion. A full discussion of our 2024 Annual Bonus Program is included in the CD&A above. |

  87. 2024 Grants of Plan-Based Awards Table

    | (3) 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%. See Note 10 to the 2024 Outstanding Equity Awards at Fiscal Year-End Table for more information. |

  88. 2024 Grants of Plan-Based Awards Table

    | (4) See Note 2 to the 2024 Summary Compensation Table and Note 9 to the 2024 Outstanding Equity Awards at Fiscal Year-End Table for more information. |

  89. 2024 Grants of Plan-Based Awards Table

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  90. 2024 Outstanding Equity Awards at Fiscal

    2024 Outstanding Equity Awards at Fiscal

  91. 2024 Option Exercises and Stock Vested Table

    2024 Option Exercises and Stock Vested Table

  92. 2024 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Exercise (#) | Value ($) (1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (2) | | Joshua Kobza | 335,494 | 11,042,548 | 406,547 | 30,309,672 | | Sami Siddiqui | — | — | 108,994 | 8,051,700 | | Axel Schwan | — | — | 46,592 | 3,376,203 | | Thomas Curtis | — | — | 51,658 | 3,490,565 | | Jill Granat | 150,332 | 5,228,987 | 105,949 | 7,772,463 | | David Shear | — | — | 121,497 | 8,956,189 | | Matthew Dunnigan | 220,000 | 4,686,076 | 209,275 | 15,975,550 |

  93. 2024 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. |

  94. 2024 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. |

  95. 2024 Option Exercises and Stock Vested Table

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  96. Pension Benefits Table

    Pension Benefits Table The Burger King Retirement Plan is a funded defined benefit plan open to Burger King Corporation employees who were employed prior to July 1, 2001. Eligible employees with continuing employment continue to be eligible for the plan. Benefits were frozen as of December 31, 2005 (or earlier), and no benefits were accrued after that date. Ms. Granat is the only NEO eligible for this plan.

  97. Pension Benefits Table

    | Named Executive Officer | Plan Name | Number of Years of Eligible Credited Service as of December 31, 2024 | Present Value of Accumulated Benefits ($) (1) | Payments During Last Fiscal Year ($) | | Jill Granat | The Burger King Retirement Plan | 26 | 59,612 | — |

  98. Pension Benefits Table

    | (1) The present value represents the value of the benefit payable at age 65 (or immediately if over age 65) and is based on the ICR 2025 mortality table and the 2025 plan year segment rates of 4.42%, 5.04% and 5.46%. |

  99. 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, 2024. 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, Siddiqui, Schwan, Curtis and Ms. Granat The amounts Messrs. Kobza, Siddiqui, Schwan, and Curtis and Ms. Granat would have been entitled to receive upon termination of employment on December 31, 2024 due to (1) death or disability, (2) without cause or (3) without cause after a Change in Control would have been governed by:

  100. 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”; |

  101. Potential Payments Upon Termination or Change in Control Table

    | › | the Restaurant Brands International Inc. U.S. Severance Pay Plan (the “RBI Severance Plan”) |

  102. Potential Payments Upon Termination or Change in Control Table

    | › | the 2024 Annual Bonus Program, as amended; and |

  103. 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. |

  104. 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”. Messrs. Dunnigan and Shear Mr. Dunnigan’s employment terminated in March 2024. Pursuant to his separation agreement, we agreed to provide severance benefits upon termination of employment, including an amount equivalent to his annual base salary of $685,000 and health and welfare benefits for one year. Also, Mr. Dunnigan vested in 80% of his 2020 performance stock units and 66.7% of his 2022 performance stock units. Mr. Dunnigan’s separation agreement is described earlier under the heading “Compensation Discussion and Analysis – Employment and Separation Agreements.” Mr. Shear’s employment terminated in March 2025. 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 and Separation Agreements.”

  105. Potential Payments Upon Termination or Change in Control Table

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  106. 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, all unvested Bonus Matching RSUs will be forfeited if the employee’s employment is terminated. 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 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 or she will forfeit the entire award. If his or her 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 or her employment is terminated by reason of 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.

  107. Potential Payments Upon Termination or Change in Control Table

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  108. Potential Payments Upon Termination or Change in Control Table

    Pursuant to the 2022, 2023 and 2024 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 or she will forfeit the entire award. If his or her 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 or her employment is terminated by reason of death or disability, the PSUs shall be deemed vested one-third on each of the first through third anniversary of the grant date.

  109. Potential Payments Upon Termination or Change in Control Table

    | Named Executive Officer | Compensation Type | Death ($) | Disability ($) | Termination Without Cause ($) | Termination without Cause After Change in Control ($) | | Joshua Kobza | Salary | — | — | 438,462(1) | 438,462(1) | | | Bonus | 1,131,572(2) | 1,131,572(2) | 1,131,572(2) | 1,131,572(2) | | | Option Valuation | —(3) | —(4) | —(4) | —(5) | | | Stock Units | 21,337,997(6) | 18,252,919(7) | 13,625,302(8) | 55,857,390(9) | | | Value of Benefits Continuation | — | — | 10,717 | 10,717 | | | Total | 22,469,569 | 19,384,491 | 15,206,053 | 57,438,141 | | Sami Siddiqui | Salary | | | 289,808(1) | 289,808(1) | | | Bonus | 581,841(2) | 581,841(2) | 581,841(2) | 581,841(2) | | | Option Valuation | —(3) | —(4) | —(4) | —(5) | | | Stock Units | 5,773,897(6) | 5,166,943(7) | 3,409,382(8) | 12,658,998(9) | | | Value of Benefits Continuation | — | — | 4,013 | 4,013 | | | Total | 6,355,738 | 5,748,784 | 4,285,044 | 13,534,660 | | Axel Schwan | Salary | — | — | 312,500(1) | 312,500(1) | | | Bonus | 695,196(2) | 695,196(2) | 695,196(2) | 695,196(2) | | | Option Valuation | —(3) | —(4) | —(4) | —(5) | | | Stock Units | 6,671,339(6) | 6,054,324(7) | 3,434,537(8) | 15,992,122(9) | | | Value of Benefits Continuation | — | — | 3,314 | 3,314 | | | Total | 7,366,535 | 6,749,520 | 4,445,547 | 17,003,132 | | Thomas Curtis | Salary | — | — | 96,154(1) | 96,154(1) | | | Bonus | 543,783 | 43,783 | 543,783 | 543,783 | | | Option Valuation | — | — | — | — | | | Stock Units | 2,908,556(6) | 2,908,556(7) | 1,891,998(8) | 11,062,372(9) | | | Value of Benefits Continuation | — | — | 4,720 | 4,720 | | | Total | 3,452,339 | 3,452,339 | 2,536,655 | 11,707,029 | | Jill Granat | Salary | — | — | 420,000(1) | 420,000(1) | | | Bonus | 567,687(2) | 567,687(2) | 567,687(2) | 567,687(2) | | | Option Valuation | —(3) | —(4) | —(4) | —(5) | | | Stock Units | 4,346,120(6) | 3,960,486(7) | 2,619,615(8) | 10,432,232(9) | | | Value of Benefits Continuation | — | — | 670 | 670 | | | Total | 4,913,807 | 4,528,173 | 3,607,972 | 11,420,589 | | David Shear | Salary | — | — | — | — | | | Bonus | — | — | — | — | | | Option Valuation | — | — | — | — | | | Stock Units | — | — | 12,691,223(10) | — | | | Value of Benefits Continuation | — | — | 42,000(10) | — | | | Total | — | — | 12,733,223 | — |

  110. Potential Payments Upon Termination or Change in Control Table

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  111. 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 24 weeks of base pay, the severance payment for Mr. Siddiqui is 22 weeks of base pay, the severance payment for Mr. Schwan is 26 weeks of base pay, the severance payment for Mr. Curtis is 8 weeks of base pay, and the severance payment for Ms. Granat is 35 weeks of base pay. |

  112. Potential Payments Upon Termination or Change in Control Table

    | (2) Based upon amounts actually paid under the 2024 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 Mr. Kobza, Mr. Siddiqui, Mr. Schwan, Ms. Granat, Mr. Shear and Mr. Dunnigan. These amounts are not included in the amounts shown. |

  113. 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 $65.18, the closing price of a common share as reported on the NYSE on December 31, 2024, and the exercise price of the options. Since the exercise price exceeds $65.18, no value is assigned. |

  114. Potential Payments Upon Termination or Change in Control Table

    | (4) In the case of termination Without Cause or for Disability, options will vest as if vesting was 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 $65.18, the closing price of a common share as reported on the NYSE on December 31, 2024, and the exercise price of the options. Since the exercise price exceeds $65.18, no value is assigned. |

  115. 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 $65.18, the closing price of a common share as reported on the NYSE on December 31, 2024, and the exercise price of the options. Since the exercise price exceeds $65.18, no value is assigned. |

  116. Potential Payments Upon Termination or Change in Control Table

    | (6) In the case of termination for Death, the PSUs granted in 2020 will vest at 100%, as set forth in the applicable award agreements. The PSUs granted in 2022, 2023, and 2024 will vest as if one-third was earned on each of the first through third anniversary of the grant date. Amounts reflect the fair market value of $65.18 per share, which is the closing price of a common share as reported on the NYSE on December 31, 2024. |

  117. Potential Payments Upon Termination or Change in Control Table

    | (7) In the case of termination by reason of Disability, the PSUs granted in 2020 will vest at 80%, as set forth in the applicable award agreements. The PSUs granted in 2022, 2023, and 2024 will vest as if one-third was earned on each of the first through third anniversary of the grant date. Amounts reflect the fair market value of $65.18 per share, which is the closing price of a common share as reported on the NYSE on December 31, 2024. |

  118. Potential Payments Upon Termination or Change in Control Table

    | (8) In the case of termination Without Cause, the PSUs granted in 2020 will vest at 50% until the fifth anniversary of the grant date, as set forth in the applicable award agreements. The PSUs granted in 2022, 2023, and 2024 will be deemed 67% vested if the executive’s employment is terminated within one year of the vesting date of the award. If the executive’s employment is terminated prior to one year before the vesting date of the award, the entire award will be forfeited. Amounts reflect the fair market value of $65.18 per share, which is the closing price of a common share as reported on the NYSE on December 31, 2024. |

  119. 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. |

  120. Potential Payments Upon Termination or Change in Control Table

    | (10) Reflects the value of the lump sum payment of $42,000 in lieu of health and welfare benefits and the value as of December 31, 2024 based on the awards Mr. Shear will retain pursuant to his separation agreement entered into in March 2024. 2022 PSUs were retained at 100% and 2023 PSUs were retained at 67%. |

  121. Potential Payments Upon Termination or Change in Control Table

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  122. 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 2024 compensation to our named executive officers as described in the “Executive Compensation” section of this proxy statement beginning on page 28. Under the TSX rules, this non-binding advisory approval of the 2024 compensation provided to named executive officers is optional. At the 2024 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 2024 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:

  123. Potential Payments Upon Termination or Change in Control Table

    | › | attracting and retaining top talent; |

  124. Potential Payments Upon Termination or Change in Control Table

    | › | connecting executive outcomes to company performance; |

  125. Potential Payments Upon Termination or Change in Control Table

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

  126. 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 |

  127. Potential Payments Upon Termination or Change in Control Table

    | › | mitigating compensation-related retention risk. |

  128. 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 2025 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.

  129. Pay Versus Performance

    Pay Versus Performance 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 between executive compensation actually paid (“CAP”, as defined by SEC rules) and certain financial performance measures for the last five completed fiscal years. These financial metrics include total shareholder return (TSR), net income metric, and a company-selected measure of Adjusted Operating Income (AOI). We selected AOI as the most important in linking compensation actually paid to our NEOs for 2024 to our performance, as it was the predominant metric used in our 2024 incentive plans as described in the Compensation Discussion & Analysis earlier in this Proxy Statement.

  130. Pay Versus Performance

    | Year (1) | Summary Compensation Table Total for First PEO (Jose Cil) | Compensation Actually Paid to First PEO (2) (Jose Cil) | Summary Compensation Table Total for Second PEO (Joshua Kobza) | Compensation Actually Paid to Second PEO (2) (Joshua Kobza) | | Average Summary Compensation Table Total for Non-PEO NEOs | Compensation Actually Paid to Non-PEO NEOs (2) | Total Share holder Return | Peer Group Total Shareholder Return | Net Income (millions) | Adj. Operating Income (3) (millions) | | 2024 | — | — | $14,469,868 | ($ | 28,120,726) | $6,093,196 | $203,860 | $122 | $161 | $1,445 | $2,402 | | 2023 | $2,919,736 | $22,058,277 | $28,967,541 | | 77,213,418 | $7,215,978 | $12,712,740 | $141 | $153 | $1,718 | $2,200 | | 2022 | $17,051,342 | $27,404,712 | — | | — | $36,433,352 | $57,793,584 | $113 | $133 | $1,482 | $2,084 | | 2021 | $13,968,789 | $13,978,748 | — | | — | $6,914,601 | $6,379,416 | $102 | $145 | $1,253 | $1,977 | | 2020 | $20,054,416 | $17,686,735 | — | | — | $7,709,451 | $6,253,319 | $100 | $118 | $750 | $1,624 |

  131. Pay Versus Performance

    | (1) Mr. Cil is the PEO for 2020, 2021, 2022, and two months of 2023. Mr. Kobza is the PEO for the remainder of 2023 and 2024. The other NEOs for each year are: for 2024 – Messrs. Siddiqui, Schwan, Curtis, and Ms. Granat; 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 |

  132. Pay Versus Performance

    | (2) Dollar amounts shown in this column represent compensation actually paid calculated by adjusting amounts in 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 do not fully represent the actual final amount of compensation earned or actually paid to the CEO or other NEO during the applicable years. Adjustments made are shown in below tables. |

  133. Pay Versus Performance

    | (3) For 2024, our Company Selected Measure is Adjusted Operating Income, consistent with our Short-Term Incentive Program. In prior years, we used Adjusted EBITDA. For more details, refer to our Compensation Discussion and Analysis, beginning on page 28. Adjusted Operating Income (AOI) is a non-GAAP measure, and reconciliation to Operating Income is provided in Appendix A. |

  134. Disclosure of Most Important Measures Linking Compensation Actually Paid in 2024 to Company Performance

    Disclosure of Most Important Measures Linking Compensation Actually Paid in 2024 to Company Performance The most important measures used by RBI to link compensation actually paid to our NEOs for 2024 to our performance are disclosed below. For further information on these performance metrics and their function in our executive compensation program, refer to the Compensation Discussion & Analysis beginning on page 28.

  135. Disclosure of Most Important Measures Linking Compensation Actually Paid in 2024 to Company Performance

    | • | Adjusted Operating Income |

  136. Disclosure of Most Important Measures Linking Compensation Actually Paid in 2024 to Company Performance

    | • | Same Store Sales (or Comparable Sales) |

  137. Disclosure of Most Important Measures Linking Compensation Actually Paid in 2024 to Company Performance

    | • | Net Restaurant Growth |

  138. Disclosure of Most Important Measures Linking Compensation Actually Paid in 2024 to Company Performance

    | • | Total Shareholder Return |

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

    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.

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

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

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  142. 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) and the annual compensation of our CEO. Our CEO leads our global workforce of approximately 37,584 employees working in locations around the world, including full-time and part-time employees, with 34,790 located in the United States, 2,141 located in Canada, and 653 located internationally as of December 31, 2024. We selected December 31, 2024 as the determination date for identifying the median employee. To identify the median employee based on a determination date of December 31, 2024, we:

  143. CEO PAY RATIO

    | • | Excluded 27,638 employees of the Carrols Restaurant Group entities we acquired in 2024 (Carrols employees will be included in next year’s calculation); |

  144. CEO PAY RATIO

    | • | Excluded all 454 employees in the following countries under the de minimis exemption: China (318), Singapore (99), Brazil (18), Mexico (18), and Uruguay (1); |

  145. CEO PAY RATIO

    | • | Calculated annual total cash compensation for all remaining employees excluding the CEO for 2024; |

  146. CEO PAY RATIO

    | • | Identified the middle 21 employees using year-to-date payroll converted to US dollars as a consistently applied compensation measure; |

  147. CEO PAY RATIO

    | • | Calculated annual total compensation for the 21 middle employees based on the same methodology used for the Summary Compensation Table; and |

  148. CEO PAY RATIO

    | • | Re-ranked the middle 21 employees to select the median employee. |

  149. CEO PAY RATIO

    The annual total compensation of our CEO for 2024 was $14,469,868 (including $9,314,995 arising from the grant date fair value of PSUs). The total annual compensation for our median employee, a restaurant crew member at a company owned Burger King location in the U.S., was $18,801. The ratio of our CEO’s annual total compensation to our median employee’s annual total compensation for fiscal year 2024 is 770 to 1. We believe 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.

  150. CEO PAY RATIO

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