DEF 14A of Mcdonalds Corp
Filed Apr 7, 2026 · FY20250001193125-26-145548
Overview of Director Nominees
Overview of Director Nominees The following table provides an overview of the 12 Directors who are standing for re-election at our 2026 Annual Shareholders’ Meeting. See “Proposal 1: Election of Directors” on page 18 for more information.
Overview of Director Nominees
| Name | | Board Tenure | | Standing Committee Membership | | | | | Other Public Company Boards | | | | | Independent | AFC | CC | CRC | GC | EC | | | | Anthony Capuano President and CEO Marriott International, Inc. | 3 years | | | | | | | 1 | | | Kareem Daniel Former Chairman Disney Media & Entertainment Distribution | 3 years | | | | | | | 0 | | | Lloyd Dean Chief Executive Emeritus and Founding Executive CommonSpirit Health | 10 years | | | | | | | 2 | | | Catherine Engelbert Commissioner Women’s National Basketball Association | 6 years | | F | | | | | 1 | | | James Farley, Jr. President and CEO Ford Motor Company | <1 year | | F | | | | | 2* | | | Margaret Georgiadis Co-Founder and CEO Montai Therapeutics | 11 years | | F | | | | | 1 | | | Michael Hsu Chairman and CEO Kimberly-Clark Corporation | 2 years | | F | | | | | 1 | | | Christopher Kempczinski Chairman, President and CEO McDonald’s Corporation | 6 years | | | | | | | 1 | | | Jennifer Taubert EVP, Worldwide Chairman, Innovative Medicine Johnson & Johnson | 3 years | | | | | | | 0 | | | Paul Walsh Executive Chairman McLaren Group Limited | 7 years | | | | | | | 2 | | | Amy Weaver CEO Direct Relief | 3 years | | F | | | | | 0 | | | Miles White Former Executive Chairman Abbott Laboratories | 17 years | | | | | | | 0 |
Overview of Director Nominees
| AFC: Audit & Finance Committee | CRC: Corporate Responsibility Committee | Member | Committee Chair | F Financial Expert | | CC: Compensation Committee | EC: Executive Committee | *Harley-Davidson announced that Mr. Farley will not stand for re-election as a member of the board of directors when his term as director ends at the conclusion of Harley-Davidson’s upcoming annual meeting of shareholders. | | | | GC: Governance Committee | | | | |
Overview of Director Nominees
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Overview of Director Nominees
| Food Quality & Sourcing | ▪ Food Safety ▪ Responsible Sourcing ▪ Animal Health & Welfare ▪ Responsible Antibiotic Use |
Overview of Director Nominees
| Community Connection | ▪ Community Impact & Philanthropy ▪ Ronald McDonald House |
Overview of Director Nominees
| | | | | |
Overview of Director Nominees
| Jobs, Inclusion & Empowerment | ▪ Human Rights ▪ Safe & Respectful Workplace ▪ Our Commitment to Inclusion ▪ Talent & Benefits |
Overview of Director Nominees
| Our Planet | ▪ Climate Action ▪ Packaging, Toys & Waste ▪ Nature, Forests & Water |
Election of Directors
Election of Directors
Election of Directors
| Our Board unanimously recommends that you vote each of its Director nominees. |
Election of Directors
| | | | | | | | | | | | | | Anthony Capuano | Kareem Daniel | Lloyd Dean | Catherine Engelbert | James Farley, Jr. | Margaret Georgiadis | Michael Hsu | Christopher Kempczinski | Jennifer Taubert | Paul Walsh | Amy Weaver | Miles White |
Election of Directors
Our Board unanimously recommends the re-election of each of the 12 Director nominees named below, to serve on our Board for a one-year term beginning at our 2026 Annual Shareholders’ Meeting and continuing until our 2027 Annual Shareholders’ Meeting and until their successors have been elected and qualified.
Director Qualifications
Director Qualifications Our Board is comprised of a diverse, highly-engaged group of individuals that provides strong, effective oversight of our Company. Both individually and collectively, our Directors have the relevant qualifications, skills and experiences that contribute to our Board’s oversight of our global operations and long-term priorities, including our Accelerating the Arches growth strategy. Importantly, each Director nominee has senior executive experience, including having served as a CEO or high-level executive of large and complex global organizations. Specifically, several Director nominees have leadership experience in the consumer products or food sectors, which is particularly relevant to our business as a leading global food service retailer. Our Board values expertise related to our industry, global experience, information technology/cybersecurity, human capital management, commitment to inclusion and sustainability matters, which are important to Accelerating the Arches and areas of focus for stakeholders. This experience, along with the other skills and attributes discussed on the following pages and described more fully under “New Director Candidate Selection Process” on page 36, is a key consideration in evaluating the composition of our Board.
Director Qualifications
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Director Qualifications
In addition, our Board’s Director nominees contribute to our Board the individual experiences, qualifications and skills depicted in the following matrix. The matrix is intended as a high-level summary and not an exhaustive list. It is intended to highlight notable areas of focus for each nominee, and not having a mark does not mean that a particular nominee does not possess that experience, qualification or skill. Nominees have acquired these experiences, qualifications, and skills through education, direct experience, and oversight responsibilities. For information on our Board demographics, see “Board Demographics” on page 36.
Director Qualifications
| Director Skills and Experience | | Capuano | Daniel | Dean | Engelbert | Farley, Jr. | Georgiadis | Hsu | Kempczinski | Taubert | Walsh | Weaver | White | | | Brand Management Contributes to an understanding of how our business, standards and performance are essential to protecting and increasing the value of our brand | | | | | | | | | | | | | | | Customer-centric Provides an understanding of our business, operations and customer-centric Accelerating the Arches growth strategy, focusing on our purpose, values and MCD growth pillars | | | | | | | | | | | | | | | Digital Provides an understanding of how the 4-D’s (digital, delivery, drive-thru and restaurant development) leverage competitive strengths | | | | | | | | | | | | | | | Finance / Capital Markets Supports the oversight of our financial statements and strategy and financial reporting to investors and other stakeholders | | | | | | | | | | | | | | | Global Experience Contributes to an understanding of how our business is structured to enable the right level of support for, and the sharing of solutions across our international markets | | | | | | | | | | | | | | | Human Capital Management Provides an understanding of how we manage and develop our workforce, and how we focus on promoting our values throughout the organization | | | | | | | | | | | | | | | Information Technology / Cybersecurity Contributes to an understanding of information technology capabilities, cloud computing, scalable data analytics and risks associated with cybersecurity matters | | | | | | | | | | | | | | | Marketing Provides awareness of culturally relevant approaches that effectively communicate the story of our brand, food, and purpose | | | | | | | | | | | | | | | Other Public Company Board Demonstrates a practical understanding of organizations, processes, governance and oversight of strategy, risk management and growth | | | | | | | | | | | | | | | Real Estate Provides an understanding of how owning or leasing real estate, combined with co-investment by franchisees, enables us to achieve high restaurant performance levels | | | | | | | | | | | | | | | Sustainability / Corporate Responsibility Contributes to an understanding of sustainability issues and corporate responsibility, and their relationship to our business and strategy | | | | | | | | | | | | |
Director Qualifications
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Other Information
Other Information Director nominees who receive a majority of the votes cast will be elected to our Board. If any Director nominee does not receive a majority of the votes cast at our 2026 Annual Shareholders’ Meeting, he or she has previously tendered an irrevocable resignation that, subject to our Governance Committee’s recommendation and our Board’s acceptance, would be effective following our 2026 Annual Shareholders’ Meeting. All of our Board’s Director nominees have given their consent to being named as nominees for election and have indicated their intention to serve as Director if elected. Our Board does not anticipate that any of its Director nominees will be unable to serve. If for some reason any such nominee was unable to serve or would not serve if elected, the persons named as proxies may vote for a substitute nominee recommended by our Board. In the alternative, our Board may reduce its size, as permitted by our By-Laws. If a substitute nominee is designated prior to our 2026 Annual Shareholders’ Meeting, we will file materials that, as applicable, identify such nominee, disclose that such nominee has consented to being named in the amended proxy materials and to serving as Director if elected, and set forth certain biographical and other information about such nominee as required by SEC rules.
Biographical Information
Biographical Information Biographical information about our Board’s Director nominees as of the date of this Proxy Statement, including their ages, professional experiences, Board tenure, Committee memberships, qualifications and other public company directorships, is set forth on the following pages.
Biographical Information
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Biographical Information
| | Anthony Capuano President and Chief Executive Officer Marriott International, Inc. | | | | | | | Age: 60 Board Tenure: 3 years Other Public Company Directorships: Current: § Marriott International, Inc. | | | | Committee Memberships: § Compensation § Corporate Responsibility | | Professional Experience Marriott International, Inc., a global hospitality company President and CEO (2023 – Present) Chief Executive Officer (2021 – 2023) Group President, Global Development, Design and Operations Services (2020 – 2021) Executive Vice President and Global Chief Development Officer (2009 – 2020) | Qualifications Mr. Capuano brings to our Board over 25 years of leadership experience gained from his senior executive roles, including president and chief executive officer, at Marriott. His service at a global hospitality company known for its focus on creating a positive guest experience contributes an important perspective to our Board’s discussions regarding enhancing our own customers’ experiences, including through our loyalty programs. Our Board also benefits from Mr. Capuano’s significant global development experience, and his service on the social impact committee of Marriott’s board of directors provides our Board with valuable insights regarding our own corporate responsibility and sustainability efforts. Mr. Capuano’s public company board experience also gives him a broad understanding of governance issues facing public companies. | | | | | | | Skills | | | | | | | Brand Management | Customer- Centric | Digital | Finance / Capital Markets | Global Experience | | | Human Capital Management | Marketing | Other Public Company Boards | Real Estate | Sustainability / Corporate Responsibility |
Biographical Information
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Biographical Information
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Biographical Information
| | Kareem Daniel Former Chairman Disney Media & Entertainment Distribution | | | | | | | Age: 51 Board Tenure: 3 years Other Public Company Directorships: § None | | | | Committee Memberships: § Audit & Finance § Compensation | | Professional Experience The Walt Disney Company, a global entertainment and media company Chairman, Disney Media & Entertainment Distribution (2020 – 2022) President, Consumer Products, and Chief of Staff, Office of the Chief Executive Officer (2020) President, Walt Disney Imagineering Operations, Product Creation, Publishing and Games (2019 – 2020) | Qualifications Mr. Daniel brings to our Board valuable leadership experience gained from his senior executive roles at Walt Disney, one of the world’s most well-known and admired brands. His extensive corporate development experience includes leading transformation across several Disney divisions. The knowledge Mr. Daniel has gained through leading the creation of a direct-to-consumer e-commerce business, as well as overseeing the development of new distribution and commercialization models, offers a valuable perspective to our Board’s discussions regarding strategy and business development. | | | | | | | Skills | | | | | | | Brand Management | Customer- Centric | Digital | Finance / Capital Markets | Global Experience | | Executive Vice President, Global Business Operations, Walt Disney Imagineering (2017 – 2019) Senior Vice President, Strategy and Business Development, Disney Consumer Products and Interactive Media (2011 – 2017) | Human Capital Management | Information Technology / Cybersecurity | Marketing | Sustainability / Corporate Responsibility | |
Biographical Information
| | Lloyd Dean Chief Executive Emeritus and Founding Executive CommonSpirit Health | | | | | | Professional Experience CommonSpirit Health, a non- profit, Catholic Health System Chief Executive Emeritus and Founding Executive (2022 – Present) Chief Executive Officer (2019 – 2022) Dignity Health, one of the nation’s largest healthcare systems President and CEO (2000 – 2019) | Age: 75 Board Tenure: 10 years Other Public Company Directorships: Current: ▪ Progyny, Inc. ▪ Surgery Partners, Inc. Past: ▪ Golden Arrow Merger Corp. | | Committee Memberships: § Compensation (Chair) § Executive § Governance | | | | | Qualifications Mr. Dean brings to our Board over 25 years of leadership, management, and strategy experience, which contributes an important perspective to our Board’s discussions of opportunities and challenges in a constantly changing business environment. In his career in executive management at leading healthcare organizations, Mr. Dean has led significant strategic, operational, and financial transformations. Mr. Dean’s healthcare experience and knowledge of health and safety risks are particularly important and enhance his ability to oversee human capital management matters. Our Board also benefits from Mr. Dean’s finance, systems operations, service quality, human resources, customer-centric operations, community affairs and regulatory experience. | | | | | | | Skills | | | | | | | Brand Management | Customer- Centric | Finance / Capital Markets | Human Capital Management | Other Public Company Boards | | | Sustainability / Corporate Responsibility | | | | |
Biographical Information
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Biographical Information
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Biographical Information
| | Catherine Engelbert Commissioner Women’s National Basketball Association | | | | | | | Age: 61 Board Tenure: 6 years Other Public Company Directorships: Current: § Royalty Pharma plc. | | | Committee Memberships: § Audit & Finance (Chair) § Corporate Responsibility § Executive | | | Professional Experience Women’s National Basketball Association (WNBA), a professional basketball league Commissioner (2019 – Present) Deloitte LLP, an industry-leading audit, consulting, tax, and advisory services firm Chief Executive Officer (2015 – 2019) Deloitte & Touche LLP, an audit subsidiary of Deloitte LLP Chairman and CEO (2014 – 2015) Partner (1998 – 2019) | Qualifications Ms. Engelbert brings to our Board a wealth of experience in global business operations, finance, leadership, brand, customer strategy, financial reporting and internal controls, and risk management matters gained from her service as Commissioner of a professional sports league and as former chief executive officer of Deloitte LLP. Having led more than 100,000 professionals at Deloitte, she also provides our Board valuable insights on talent management and other human capital management matters. Ms. Engelbert has strong leadership and governance experience from her previous roles on the private company board of Deloitte LLP and as chairman and chief executive officer of Deloitte & Touche LLP, and valuable regulatory experience from her roles on the strategic investment, risk, regulatory & government relations, and finance & audit committees of the board of Deloitte LLP. With 33 years of previous public accounting experience as a certified public accountant, Ms. Engelbert further brings to our Board a deep understanding of accounting principles and financial reporting rules and regulations, and her qualification as an “audit committee financial expert” is an important attribute as our Audit & Finance Committee Chair. | | | | | | | Skills | | | | | | | Brand Management | Customer- Centric | Digital | Finance / Capital Markets | Global Experience | | | Human Capital Management | Marketing | Other Public Company Boards | Sustainability / Corporate Responsibility | |
Biographical Information
| | James Farley, Jr. President and CEO Ford Motor Company | | | | | | Professional Experience Ford Motor Company, a global automotive company President, Ford Model e (2022 – Present) Chief Executive Officer (2020 – Present) Chief Operating Officer (2017 – 2020) EVP and President of Global Markets (2015 – 2017) | Age: 63 Board Tenure: <1 year Other Public Company Directorships: Current: ▪ Ford Motor Company ▪ Harley-Davidson, Inc.* *Harley-Davidson announced that Mr. Farley will not stand for re-election as a member of the board of directors when his term as director ends at the conclusion of Harley-Davidson’s upcoming annual meeting of shareholders. | | | | Committee Memberships: § Audit & Finance § Corporate Responsibility | | | Qualifications Mr. Farley brings to the Board extensive experience in global operations, product development, technology transformation, and enterprise leadership, which he has developed over more than two decades in senior executive roles at Ford Motor Company and Toyota. As President and Chief Executive Officer of a global automotive manufacturer, and in previous roles of increasing responsibility, he offers deep insight into managing complex worldwide operations, including supply chain networks, marketing and sales, quality management, and major product launches—experience directly relevant to McDonald’s global, franchised business model and operational scale. Mr. Farley also contributes strategic expertise in innovation and growth initiatives gained through his leadership of Ford’s New Businesses, Technology and Strategy organization and Ford Model e. Prior to joining Ford in 2007, Mr. Farley held various leadership positions at Toyota over a 17-year career. His oversight of international operations, together with his service on the executive committee of The Business Council, provides the Board with a strong global perspective on governance, stakeholder engagement, and long‑term value creation. Mr. Farley is also qualified as an “audit committee financial expert." | | | | | | | Skills | | | | | | | Brand Management | Customer- Centric | Digital | Finance / Capital Markets | Global Experience | | | Human Capital Management | Information Technology / Cybersecurity | Marketing | Other Public Company Boards | Sustainability / Corporate Responsibility |
Biographical Information
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Biographical Information
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Biographical Information
| | Margaret Georgiadis Co-Founder and Chief Executive Officer Montai Therapeutics | | | | | | Professional Experience Montai Therapeutics, a digital medical technology company (formerly Montai Health) Co-Founder and CEO (2022 – Present) Flagship Pioneering, a bioplatform innovation company CEO - Partner (2022 – Present) Synetro Group, a private investment and strategic advisory firm Managing Partner (2021 – Present) General Catalyst, a venture capital firm Endurance Partner-in- Residence, XIR (2021 – 2022) Ancestry, a global family history and consumer genomics company President and CEO (2018 – 2020) Mattel, Inc., a leading global toy company and entertainment franchise Chief Executive Officer (2017 – 2018) Google Inc., a global technology company President, Americas (2011 – 2017) | Age: 62 Board Tenure: 11 years Other Public Company Directorships: Current: § AppLovin Corporation | | | | Committee Memberships: § Audit & Finance § Governance | | | Qualifications Ms. Georgiadis brings to our Board valuable strategy and development, finance and leadership experience gained from her senior executive roles, including at Ancestry, Mattel and Google, and her positions at a private investment and strategic advisory firm. Her experience as a senior executive at large global businesses affords her a broad knowledge of global consumer businesses, as well as of technology and cybersecurity, digital consumer insights, e-commerce and marketing. Her knowledge in these and other areas provides critical insights to our business, particularly as our Board considers the impact of technology, digital and cybersecurity risks. Ms. Georgiadis also has over 15 years of analytical and strategic experience at McKinsey & Company, a global management and consulting firm. In addition, Ms. Georgiadis’ qualification as an “audit committee financial expert” is an important attribute as a member of our Audit & Finance Committee. | | | | | | | Skills | | | | | | | Brand Management | Customer- Centric | Digital | Finance / Capital Markets | Global Experience | | | Human Capital Management | Information Technology / Cybersecurity | Marketing | Other Public Company Boards | Sustainability / Corporate Responsibility |
Biographical Information
| | Michael Hsu Chairman and Chief Executive Officer Kimberly-Clark Corporation | | | | | | Professional Experience Kimberly-Clark Corporation, a consumer products company Chairman and CEO (2020 – Present) Chief Executive Officer (2019 – 2020) President and Chief Operating Officer (2017 – 2019) Group President, Consumer Products, North America (2012 – 2017) Kraft Foods, a food service company Executive Vice President and Chief Commercial Officer (2012 – 2012) President, Sales, Customer Marketing and Logistics, USA (2010 – 2012) | Age: 61 Board Tenure: 2 years Other Public Company Directorships: Current: ▪ Kimberly-Clark Corporation Past: ▪ Texas Instruments Incorporated | | | | Committee Memberships: ▪ Audit & Finance ▪ Corporate Responsibility | | | Qualifications Mr. Hsu brings to our Board extensive experience in consumer products, global supply chain, operations, e-commerce, digital and human capital management gained from his service in senior executive roles at Kimberly-Clark and Kraft Foods. His service at a leading manufacturer and consumer products retailer known for its advancement across multiple product categories also brings customer-centric experience to our Board. In addition, his experience in enhancing digital and e-commerce capabilities platforms is an important asset as our Board considers these topics and their potential impact on our Company. Mr. Hsu’s prior experience at Kraft Foods also gives him a unique perspective and expertise in the global food supply chain industry. His qualification as an “audit committee financial expert” is also an important attribute as a member of our Audit & Finance Committee. | | | | | | | Skills | | | | | | | Brand Management | Customer- Centric | Digital | Finance / Capital Markets | Global Experience | | | Human Capital Management | Marketing | Other Public Company Boards | Sustainability / Corporate Responsibility | |
Biographical Information
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Biographical Information
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Biographical Information
| | Christopher Kempczinski Chairman, President and Chief Executive Officer McDonald’s Corporation | | | | | | Professional Experience McDonald’s Corporation Chairman, President and Chief Executive Officer (2024 – Present) President and Chief Executive Officer (2019 – 2023) President, McDonald’s USA (2017 – 2019) Executive Vice President – Strategy, Business Development and Innovation (2015 – 2016) The Kraft-Heinz Company, a packaged food company Executive Vice President of Growth Initiatives and President of Kraft International (2014 – 2015) | Age: 57 Board Tenure: 6 years Other Public Company Directorships: Current: § The Procter & Gamble Company | | | | Committee Memberships: § Executive (Chair) | | | Qualifications Mr. Kempczinski is Chairman, President and CEO of our Company, having previously served as President of McDonald’s USA, where he was responsible for approximately 14,000 McDonald’s restaurants. He first joined our Company in 2015, overseeing global strategy, business development and innovation. In these roles, he has been instrumental in identifying new ideas and best practices to accelerate growth to increase the overall value of the McDonald’s System. His experience leading our U.S. business and overseeing global strategy contributes an important Company perspective to our Board, and he was the architect of our Accelerating the Arches growth strategy. This experience and deep knowledge of the food industry strengthen our Board’s knowledge and understanding as it oversees our operations and strategy. | | | | | | | Skills | | | | | | | Brand Management | Customer- Centric | Digital | Finance / Capital Markets | Global Experience | | | Human Capital Management | Marketing | Other Public Company Boards | Real Estate | Sustainability / Corporate Responsibility |
Biographical Information
| | Jennifer Taubert Executive Vice President and Worldwide Chairman, Innovative Medicine Johnson & Johnson | | | | | | Professional Experience Johnson & Johnson, a researcher, developer and manufacturer of medical devices, and pharmaceuticals Executive Vice President and Worldwide Chairman, Innovative Medicine (2018 – Present) Company Group Chairman, The Americas, Pharmaceuticals (2015 – 2018) Company Group Chairman, North America, Pharmaceuticals (2012 – 2015) | Age: 62 Board Tenure: 3 years Other Public Company Directorships: § None | | | | Committee Memberships: § Compensation § Corporate Responsibility | | | Qualifications Ms. Taubert brings to our Board extensive management, marketing, finance, business development and global operations experience gained from her senior executive roles at one of the world’s largest global healthcare companies. Her experience leading a global pharmaceuticals division, and as a member of Johnson & Johnson’s executive committee, provide her with a broad understanding of the range of complex issues facing a large, global consumer business. Our Board also benefits from Ms. Taubert’s extensive regulatory and public policy knowledge, as well as her human capital management experience and recognized leadership in the area of inclusion. | | | | | | | Skills | | | | | | | | | | | | | | Brand Management | Customer- Centric | Digital | Finance / Capital Markets | Global Experience | | | Human Capital Management | Information Technology / Cybersecurity | Marketing | Sustainability / Corporate Responsibility | |
Biographical Information
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Biographical Information
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Biographical Information
| | Paul Walsh Executive Chairman McLaren Racing Limited | | | | | | | Age: 70 Board Tenure: 7 years Other Public Company Directorships: Current: ▪ FedEx Corporation ▪ UPL Ltd. | | | | Committee Memberships: § Corporate Responsibility (Chair) § Executive § Governance | | Professional Experience McLaren Racing Limited, a privately owned luxury automotive and technology group Executive Chairman (2020 – Present) Chime Communications Limited, a marketing services company Advisor (2016 – Present) L.E.K. Consulting, a global strategy consulting firm Advisor (2014 – Present) TPG Capital LLP, a private investment firm Advisor (2014 – Present) Bespoke Capital Partners LLC, an investment company Operating Partner (2016 – 2021) Compass Group PLC, a leading food service and support services company Chairman (2014 – 2020) Diageo, plc, a multinational beverage company Chief Executive Officer (2000 – 2013) | Qualifications Mr. Walsh brings to our Board substantial corporate leadership experience and knowledge of consumer-centric companies gained from his experience as former chief executive officer of a large multinational corporation. His experience at Diageo brings broader food and beverage industry perspective. He also has held executive-level finance positions, including as chief financial officer of Grand Metropolitan Foods and Intercontinental Hotels. Throughout his career, Mr. Walsh has built success and growth at his companies through the deployment of effective brand marketing strategies, which brings valuable perspective to our Board. His background as a UK national based in London provides international diversity on our Board. | | | | | | | Skills | | | | | | | Brand Management | Customer- Centric | Digital | Finance / Capital Markets | Global Experience | | | Human Capital Management | Marketing | Other Public Company Boards | Sustainability / Corporate Responsibility | |
Biographical Information
| | Amy Weaver Chief Executive Officer Direct Relief | | | | | | | Age: 59 Board Tenure: 3 years Other Public Company Directorships: § None | | | | Committee Memberships: § Audit & Finance § Governance | | Professional Experience Direct Relief, a global humanitarian aid organization Chief Executive Officer (2025 – Present) Salesforce Inc., a cloud-based software company President and CFO (2021 – 2025) President and Chief Legal Officer (2020 – 2021) President, Legal Corporate Affairs and General Counsel (2017 – 2020) Executive Vice President and General Counsel (2015 – 2017) Senior Vice President and General Counsel (2013 – 2015) | Qualifications Ms. Weaver brings to our Board substantial leadership experience as the Chief Executive Officer of Direct Relief, a global humanitarian organization, and in her prior roles as Chief Financial Officer and General Counsel at Salesforce, one of the world’s largest enterprise software companies. Ms. Weaver led Salesforce’s global finance organization and, prior to that, served as the leader of its legal and corporate affairs organizations. Her experience brings to our Board a unique and valuable perspective on strategic planning, financial oversight, regulatory compliance, and public policy matters. In addition, Ms. Weaver’s designation as an “audit committee financial expert” further enhances her contributions as a member of the Audit & Finance Committee. | | | | | | | Skills | | | | | | | Brand Management | Customer- Centric | Digital | Finance / Capital Markets | Global Experience | | | Human Capital Management | Information Technology / Cybersecurity | Sustainability / Corporate Responsibility | | |
Biographical Information
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Biographical Information
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Biographical Information
| | Miles White Former Executive Chairman Abbott Laboratories | | | | | | | Age: 71 Board Tenure: 17 years Other Public Company Directorships: Past: ▪ Abbott Laboratories | | | | Committee Memberships: § Governance (Chair) § Compensation § Executive | | Professional Experience Abbott Laboratories, a global healthcare company Executive Chairman (2020 – 2021) Chairman and Chief Executive Officer (1999 – 2020) | Qualifications Mr. White brings to our Board extensive knowledge of strategy and business development, global operations, finance, leadership development and succession planning, corporate governance, and regulatory and public policy matters gained from his experience as former chairman and chief executive officer of a global healthcare company. Mr. White’s healthcare experience and knowledge of healthcare technology advances has also enhanced his ability to oversee human capital management. In addition, Abbott’s focus on developing consumer products and technologies brings customer-centric, marketing, digital and healthcare knowledge to our Board. We also benefit from Mr. White’s strong experience in addressing the needs of a global public company, as well as insights into our Board’s responsibility to oversee management and operations matters. As our Lead Independent Director and Governance Committee Chair, Mr. White leads our Board’s succession planning and Director candidate selection process, and he is periodically involved in shareholder engagement. | | | | | | | Skills | | | | | | | Brand Management | Customer- Centric | Digital | Finance / Capital Markets | Global Experience | | | Human Capital Management | Marketing | Other Public Company Boards | | |
Board of Directors
Board of Directors
Director Compensation
Director Compensation Non-management Directors are compensated for their service on our Board, as described below. Directors who are also Company employees do not receive any compensation for their service as Director. Our Governance Committee annually evaluates the compensation of our Directors. Consistent with this practice, in Spring 2025, our Board’s independent compensation consulting firm Semler Brossy Consulting Group LLC (“Semler Brossy”) performed a comprehensive review of both the structure of our non-management Director compensation program and amount of compensation, including benchmarking director compensation using the same peer group as is used for reviewing executive compensation, as described under “Compensation Discussion and Analysis” beginning on page 52. Informed by the results of this review, upon recommendation of the Governance Committee, the Board approved a $5,000 increase to the charitable contribution match offered to the Directors, effective May 20, 2025. No other changes were made to our Director compensation program in 2025. Our Director compensation program consists of: (i) an annual cash retainer of $120,000; (ii) an annual grant of common stock equivalent units with a value of $205,000 under our Board of Directors’ Deferred Compensation Plan (the “Directors’ Plan”); (iii) an annual cash retainer of $30,000 for our Audit & Finance Committee Chair; and (iv) an annual cash retainer of $25,000 for the Chairs of our Compensation, Governance and Corporate Responsibility Committees. We also match up to $15,000 of charitable contributions made annually by Directors to eligible tax-exempt organizations. In recognition of his leadership as our Lead Independent Director, after considering market data provided by Semler Brossy, our disinterested Directors awarded Miles White an additional $50,000 cash retainer in 2025. Common stock equivalent units granted to Directors are credited to an account in the Directors’ Plan that reflects the gains, losses and dividends associated with a notional investment in our common stock and are settled following the Director leaving the Board. Common stock equivalent units so credited are based on a per-share price equal to the closing price of our common stock on the date the units are credited. In addition, Directors may elect to defer all or a portion of their cash retainers in the form of additional common stock equivalent units under the Directors’ Plan. Amounts Directors choose to defer from their retainer are deferred until a specified payment date, as determined by the Director in accordance with the Directors’ Plan. A Director may elect that all or a portion of the credited common stock equivalent units be paid in a lump sum or equal annual installments over a period of up to 15 years, beginning after retirement from our Board. Elections under the Directors’ Plan are irrevocable. In the event of death, amounts are paid in a lump sum. All amounts paid from the Directors’ Plan are paid in cash.
Director Compensation
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Director Compensation
The following table summarizes the compensation received by each non-management Director who served in 2025:
Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Anthony Capuano | 120,000 | 205,000 | 15,000 | 340,000 | | Kareem Daniel | 120,000 | 205,000 | 15,000 | 340,000 | | Lloyd Dean | 145,000 | 205,000 | 15,000 | 365,000 | | Catherine Engelbert | 150,000 | 205,000 | 15,000 | 370,000 | | Margaret Georgiadis | 120,000 | 205,000 | 15,000 | 340,000 | | Michael Hsu | 120,000 | 205,000 | 15,000 | 340,000 | | John Mulligan(4) | 46,484 | 78,630 | 15,000 | 140,114 | | Jennifer Taubert | 120,000 | 205,000 | 15,000 | 340,000 | | Paul Walsh | 145,000 | 205,000 | 15,000 | 365,000 | | Amy Weaver | 120,000 | 205,000 | 15,000 | 340,000 | | Miles White | 195,000 | 205,000 | 15,000 | 415,000 |
Director Compensation
| (1) As described above, Directors may defer all or a portion of their retainer earned in the form of additional common stock equivalent units under the Directors’ Plan. | | (2) These amounts represent the aggregate grant date fair value of common stock equivalent units computed in accordance with ASC 718 that were granted to each Director who served during 2025. The grant date fair value was determined based on our closing stock price on the date of grant. | | (3) Represents the amount of charitable contributions to tax-exempt organizations that the Company matched for Directors in 2025. No Director received perquisites or personal benefits in excess of $10,000 in the aggregate in 2025. | | (4) Mr. Mulligan retired from our Board on May 20, 2025, and received prorated compensation to reflect his service in 2025. |
Pursuant to Section 14A of the Exchange Act of 1934, as amended (the “Exchange Act”), we are asking shareholders to approve, on an advisory basis, the compensation of our named executive officers for 2025, including the Compensation Discussion and Analysis (the “CD&A”), compensation tables and related material disclosed in this Proxy Statement.
Pursuant to Section 14A of the Exchange Act of 1934, as amended (the “Exchange Act”), we are asking shareholders to approve, on an advisory basis, the compensation of our named executive officers for 2025, including the Compensation Discussion and Analysis (the “CD&A”), compensation tables and related material disclosed in this Proxy Statement. As fully described in the CD&A, our executive compensation program is guided by the following long-standing principles: (i) pay for performance; (ii) drive business results with a focus on creating long-term shareholder value; and (iii) pay competitively. Our executives’ compensation opportunities are predominantly performance-based. Our Compensation Committee has established financial performance targets designed to be challenging, and payouts under our incentive plans can vary significantly based on Company performance. During 2025, the Company navigated a challenging QSR industry backdrop by remaining agile and concentrating on what we can control. While our 2025 performance did not meet our expectations, the Company delivered global Systemwide sales growth of 7%. The Company’s 2025 operating income and Systemwide sales performance was below target, resulting in a Corporate Short-Term Cash Incentive Plan ("STIP”) payout factor for the named executive officers (“NEOs”) of 76.4%. Related to the performance-based RSUs (“PRSU”) awarded to our executives that vested in early 2026, Return on Invested Capital (“ROIC”) performance finished above target, while annual Earnings Per Share (“EPS”) growth and relative Total Shareholder Return (“TSR”) finished below target and below median, respectively, resulting in a 82.2% payout factor. These payouts underscore the Company’s strong pay-for-performance alignment across both the respective one- and three-year performance periods, with our executives held accountable to achieve rigorous performance targets despite a challenging external environment. We believe that our Compensation Committee’s commitment to align payouts with Company performance over different time periods has helped to drive long-term value creation for our shareholders. For the reasons expressed above and discussed in more detail in the CD&A, our Board believes that our executive compensation program effectively motivates strong performance while balancing risk, thereby aligning the interests of our executives with those of our shareholders. Although this vote is advisory and non-binding, our Compensation Committee and Board value the opinions of shareholders and will consider the outcome of the vote, along with our ongoing dialogue with shareholders and other relevant factors, when considering future executive compensation decisions. We currently hold our advisory vote on executive compensation annually, and the next such vote is expected to occur at our 2027 Annual Shareholders’ Meeting. Executive Compensation
Compensation
Compensation The Company’s 2025 operating income and Systemwide sales results were below target, resulting in a Corporate STIP payout factor for NEOs of 76.4%. Related to the PRSUs awarded to our executives that vested in early 2026, ROIC performance finished above target, while annual EPS growth and relative TSR finished below target and below median, respectively, resulting in a 82.2% payout factor. These payouts underscore the Company’s strong pay-for-performance alignment across both the respective one- and three-year performance periods, with our executives held accountable to achieve rigorous performance targets despite a challenging external environment. For more detailed information on our incentive plans and the calculation of our payout factors, see “Performance-Based Compensation Metrics” and “2025 Direct Compensation Elements” beginning on page 59.
OUR NEOs FOR 2025 ARE LISTED BELOW:
| | KEY 2025 METRICS | | | STIP § Operating Income Growth § Systemwide Sales Growth § New Restaurant Openings § Strategic Scorecard | | | PRSUs | | | § Earnings Per Share Growth § Return on Invested Capital § Total Shareholder Return |
Second Principle: Drive Business Results & Long-Term Value Creation
Second Principle: Drive Business Results & Long-Term Value Creation While we believe it is important to reward success against short-term goals, our overall focus is on driving long-term shareholder value. The Committee regularly considers how our compensation program supports our current business strategy, as described below. In order to incentivize long-term value creation, we have delivered approximately 78% of our CEO’s compensation opportunity in the form of long-term incentive awards that vest over several years. Further, the performance-based compensation programs are designed to require growth over prior-year results to yield any payout.
2025 Short-Term Cash Incentive
2025 Short-Term Cash Incentive The design of our executive compensation program for 2025 was consistent with 2024, which the Committee believes was closely aligned with the Company’s Accelerating the Arches growth strategy and motivates our executives to produce strong business results. For the 2025 STIP, the Committee retained operating income, Systemwide sales, and new restaurant openings (which together account for 85% of the award) as core metrics and a strategic scorecard designed to hold executives accountable for efforts towards advancing the Company’s values, driving employee engagement and executing its franchising strategy (accounting for 15% of the award). The Committee believes this combination of metrics reflects the appropriate balance of driving both top- and bottom-line growth and motivating leaders to achieve key business objectives that are deemed critical to our Accelerating the Arches growth strategy. Refer to “Short-Term Cash Incentive” beginning on page 59 for more information.
2025 Performance-Based Restricted Stock Units
2025 Performance-Based Restricted Stock Units The Company’s 2025 PRSU design is also closely tied to the Accelerating the Arches growth strategy and drives long-term, sustainable growth. Consistent with the 2024 PRSU design, the 2025 PRSU design includes EPS growth and ROIC as core metrics, as well as a relative TSR modifier. The Committee believes the PRSU design appropriately incentivizes executives to drive long-term shareholder value. Refer to “Long-Term Incentive Compensation” beginning on page 61 for more information.
2025 Performance-Based Restricted Stock Units
| | Compensation Setting Process |
2025 Performance-Based Restricted Stock Units
The Committee reviews our overall executive compensation program to evaluate whether it remains aligned with current business objectives and evolving best practices, including seeking feedback from our shareholders. The Committee is responsible for determining the compensation of our CEO and each of our other NEOs, informed by the respective performance evaluation of each executive. The Committee’s responsibilities regarding executive compensation are further described in the “Board and Governance” section of this Proxy Statement. The following highlights the Committee’s annual compensation review process.
Input from our compensation consultant
Input from our compensation consultant The Committee’s independent compensation consultant reviews and provides input on overall compensation design and NEO target compensation opportunities.
Independent Compensation Consultant
Independent Compensation Consultant The Committee has the sole authority to retain and dismiss an independent compensation consultant. The Committee has engaged Semler Brossy Consulting Group LLC (“Semler Brossy”) as its independent compensation consultant. Consistent with its Charter, the Committee regularly considers its compensation consultant’s independence. In October 2025, the Committee concluded that Semler Brossy is independent and that its work for the Committee did not raise any conflicts of interest. Management may not engage the Committee’s consultant for any purpose.
Independent Compensation Consultant
| 56 | | 2026 Proxy Statement |
Independent Compensation Consultant
| § The Coca-Cola Company § Colgate Palmolive Company § The Kraft-Heinz Company § Marriott International, Inc. § Mastercard Incorporated § Mondelēz International, Inc. § NIKE, Inc. § PepsiCo, Inc. | § The Procter & Gamble Company § Starbucks Corporation § Target Corporation § Visa Inc. § Wal-Mart Inc. § The Walt Disney Company § Yum! Brands Inc. |
Peer Companies
Peer Companies Consistent with our goal of providing competitive compensation to motivate and retain executive talent, we review compensation practices and levels for a group of peer companies that we believe best reflect our business. In setting target compensation levels for our executives, we use the market median for each compensation element as a reference point; however, we do not specifically target any element of compensation at a particular percentile. Annually, based on input from Semler Brossy and management, the Committee selects a peer group comprised of companies with which we compete for talent, including our direct competitors, major retailers, producers of consumer branded goods and companies with a significant global presence, based on the following screens: For 2025, the Compensation Committee, in consultation with Semler Brossy, modified the 2024 peer group by removing Johnson & Johnson and Walgreens Boots Alliance, Inc. because they no longer meet the criteria set forth above. The Walt Disney Company was added to the 2025 peer group based on the above criteria.
Peer Companies
| 2026 Proxy Statement | | 57 |
Peer Companies
| | Performance-Based Compensation Metrics |
Peer Companies
Our 2025 compensation program included both annual and long-term incentive awards, based on objective performance metrics (both absolute and relative), as well as our stock price performance, as reflected in the following graphic:
Peer Companies
| | 40% 30% 15% 15% | Operating Income Growth Systemwide Sales Growth New Restaurant Openings Strategic Scorecard | § The Committee takes a holistic approach to establishing performance targets under our incentive compensation plans. § The Committee recognizes the importance of achieving an appropriate balance between rewarding executives for strong performance over both the short- and long-term and establishing motivating but rigorous targets. § The Committee focuses on the need to motivate and retain executives, without encouraging excessive risk-taking. § In setting these objective performance targets, the Committee considers our financial objectives and the macro economic and competitive environments. | | | 75% 25% +/- 25 | EPS Growth ROIC Relative TSR Points | | | | 100% | Share Price Increase | |
Peer Companies
| | 2025 Direct Compensation Elements |
Short-Term Cash Incentive
Short-Term Cash Incentive In setting individual STIP targets, the Committee considers a variety of factors, including individual performance, experience, market competitiveness, retention, succession, and internal equity considerations. In early 2025, the Committee considered these factors and determined not to increase the STIP target for the NEOs as compared to 2024. In connection with Mr. Steijaert’s appointment to President, IOM, the Committee approved a STIP target at 120% of base salary, effective May 1, 2025.
Short-Term Cash Incentive
| Named Executive Officer | 2024 STIP (%) | 2025 STIP (%) | | Christopher Kempczinski | 200 | 200 | | Ian Borden | 130 | 130 | | Gillian McDonald | 120 | 120 | | Joseph Erlinger | 120 | 120 | | Manuel JM Steijaert(1) | — | 120(1) |
Short-Term Cash Incentive
(1) Mr. Steijaert’s target 2025 STIP payment was pro-rated based on the target opportunity in effect during the year, resulting in a pro-rated target opportunity of 113% of base salary. Mr. Steijaert's target STIP opportunity for 2024 is excluded from the table above because he was not an NEO in 2024.
Short-Term Cash Incentive
| For 2025, the STIP design was aligned with our Accelerating the Arches growth strategy and rewarded growth in operating income, Systemwide sales, new restaurant openings and performance against a strategic scorecard. Operating income growth requires us to balance increases in revenue with financial discipline to produce strong margins and cash flow. Systemwide sales is an important metric in a franchise business as income generation is closely correlated to sales growth and serves as a measure of the financial health of our franchisees. The restaurant openings metric measures restaurants opened in our U.S. and IOM segments and reflects the importance of restaurant development in driving | |
Short-Term Cash Incentive
top-line growth as part of our Accelerating the Arches growth strategy. The strategic scorecard metric is designed to hold management accountable for efforts towards advancing the Company’s values, driving employee engagement and executing its franchising strategy. The chart below provides the operating income growth, Systemwide sales growth, and new restaurant openings performance goals established by the Committee for threshold, target, and maximum payouts under the 2025 STIP for the Corporate segment. Consistent with prior years, the operating income and Systemwide sales performance targets required growth over prior year results to receive a payout. STIP payouts are capped at 200% of the target award.
Short-Term Cash Incentive
| 2025(1) | Threshold | Target(1) | Maximum | | Operating income growth | 0% | 5.5% | 15.6% | | Systemwide sales growth | 0% | 6.0% | 14.3% | | New restaurant openings | 537 | 600 | 635 |
Short-Term Cash Incentive
| (1) Payout percentage interpolated for results that fall between each of the performance levels specifically identified. The maximum payout as a percentage of target was 240% for the operating income growth and Systemwide sales growth metrics and 133% for the new restaurant openings and strategic scorecard metrics. |
Short-Term Cash Incentive
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Performance vs. 2025 STIP Targets
Performance vs. 2025 STIP Targets The following table shows the operating income, Systemwide sales, and new restaurant opening targets and results under the 2025 STIP for the Corporate, U.S. and IOM segments.
Performance vs. 2025 STIP Targets
| | Operating Income (“OI”)(1) (40% Weighting) | | Systemwide Sales ("SWS") (30% Weighting) | | New Restaurant Openings (“NRO”) (15% Weighting) | | | | Target 2025 | 2025 | Target 2025 | 2025 | | | | | OI Growth | Adjusted | SWS Growth | Adjusted | | | | | Over | OI Growth | Over | SWS Growth | Target | | | | 2024 | Over 2024 | 2024 | Over 2024 | 2025 NRO | 2025 NRO | | | (%) | (%) | (%) | (%) | (#) | (#) | | Corporate | 5.5 | 3.5 | 6.0 | 5.5 | 600 | 589 | | U.S. | 5.5 | 1.4 | 4.1 | 3.0 | 195 | 203 | | IOM | 4.4 | 4.5 | 5.4 | 5.3 | 405 | 386 |
Performance vs. 2025 STIP Targets
| (1) In accordance with the terms of the 2025 STIP, the 2025 operating income results above have been adjusted according to the Committee’s pre-established guidelines. The results have been adjusted to exclude foreign currency translation (either positive or negative) and restructuring costs incurred in connection with the continued organizational transformational efforts in support of the Accelerating the Arches growth strategy. Through these adjustments, the Committee sought to incentivize actions aligned with the long-term interests of the Company and its stockholders even if such actions had a potential negative impact on the Company’s incentive programs. The Committee excludes foreign currency translation in determining incentive payouts since changes in foreign exchange rates may cause our reported results to appear more or less favorable than business fundamentals indicate. Please see Appendix A for a reconciliation of Adjusted Operating Income to the most directly comparable GAAP financial measures. |
Performance vs. 2025 STIP Targets
For 2025, our strategic scorecard was designed to hold management accountable for efforts towards advancing the Company’s values, driving employee engagement and executing its franchising strategy. Performance was evaluated qualitatively, informed by quantitative results. The strategic scorecard represented 15% weighting in the STIP at target. The strategic scorecard was designed to require significant efforts in order to be awarded target STIP points and outsized efforts in order to receive maximum payout. The Committee evaluated the Company’s performance with respect to the areas of focus within the strategic scorecard and awarded the NEOs 75% for their achievements.
Individual 2025 STIP Payouts
Individual 2025 STIP Payouts The 2025 STIP target and actual payouts for our NEOs are shown in the following table. The 2025 STIP payouts for Mr. Kempczinski and Mr. Borden were based on Corporate performance, while the 2025 STIP payouts for Ms. McDonald and Messrs. Erlinger and Steijaert were based on their segment and Corporate performance in order to more directly tie their 2025 STIP payouts to their areas of responsibility.
Individual 2025 STIP Payouts
| Named Executive Officer | Applicable Team Factors | Performance Factors (%) | Target 2025 STIP Payment as Percent of Salary (%) | 2025 Target STIP Payout ($) | 2025 STIP Payout ($) | 2025 STIP Payment as Percent of Target (%) | | Christopher Kempczinski | Corporate (85%) | 76.6 | 200 | 3,100,000 | 2,367,160 | 76.4 | | | Strategic Scorecard (15%) | 75 | | | | | | Ian Borden | Corporate (85%) | 76.6 | 130 | 1,267,500 | 967,863 | 76.4 | | | Strategic Scorecard (15%) | 75 | | | | | | Gillian McDonald(1) | Corporate(1) (64.0%) | 76.6 | 120 | 1,115,449 | 887,994 | 79.6 | | | IOM(1) (21.0%) | 92.1 | | | | | | | Strategic Scorecard (15%) | 75 | | | | | | Joseph Erlinger | U.S. (63.75%) | 60.2 | 120 | 1,080,000 | 711,774 | 65.9 | | | Corporate (21.25%) | 76.6 | | | | | | | Strategic Scorecard (15%) | 75 | | | | | | Manuel JM Steijaert(2) | IOM(2) (42.8%) | 92.1 | 113(2) | 1,024,419 | 854,131 | 83.4 | | | Corporate(2) (42.2%) | 76.6 | | | | | | | Strategic Scorecard (15%) | 75 | | | | |
Individual 2025 STIP Payouts
| (1) Ms. McDonald’s 2025 target STIP payout has been converted to USD based on the average monthly exchange rate for 2025 of 1 GBP = 1.32 USD. The applicable team factors for Ms. McDonald’s 2025 target STIP payout for the period commencing January 1, 2025 and ending April 30, 2025 were IOM (weighted 63.75%), Corporate (21.25%) and the strategic scorecard (weighted 15%). Following her appointment as Global Chief Restaurant Experience Officer on May 1, 2025, her applicable team factors were Corporate (weighted 85%) and the strategic scorecard (weighted 15%). |
Individual 2025 STIP Payouts
| 60 | | 2026 Proxy Statement |
Individual 2025 STIP Payouts
| (2) Mr. Steijaert’s 2025 target STIP payout has been converted to USD based on the average monthly exchange rate for 2025 of 1 GBP = 1.32 USD. Mr. Steijaert’s target 2025 STIP payment for the period commencing January 1, 2025 and ending April 30, 2025 was 100% of base salary and the applicable team factors for such period were Corporate (weighted 85%) and the strategic scorecard (weighted 15%). His target 2025 STIP payment was increased to 120% for the portion of 2025 following his appointment as President, International Operated Markets on May 1, 2025 (pro-rated for 2025 based on the target opportunity in effect during the year), and the applicable team factors for such period were IOM (weighted 63.75%), Corporate (21.25%) and the strategic scorecard (weighted 15%). |
LONG-TERM INCENTIVE COMPENSATION
LONG-TERM INCENTIVE COMPENSATION Consistent with prior years, our long-term incentive compensation in 2025 consisted of 50% PRSUs and 50% stock options. The Committee believes this mix of awards supports our pay-for-performance philosophy. Executives are motivated by PRSUs to achieve robust financial performance targets over a three-year period, and stock options focus executives on actions that create shareholder value over the long term.
Setting 2025 Long-Term Incentive Award Values
Setting 2025 Long-Term Incentive Award Values In determining the long-term incentive awards, the Committee considers several factors, including market practices, scope of responsibilities, individual performance, tenure in position, internal pay equity and the effect on our general and administrative expenses. The Committee elected to deliver the entirety of Mr. Kempczinski’s 2025 total compensation increase in the form of additional long-term incentive awards to further align his interests with the Company’s shareholders. Mr. Kempczinski’s target long-term incentive award was increased to further align his compensation with the Company’s target pay philosophy and to more competitively align his total compensation within our peer group. The Committee also approved increases to the target long-term incentive awards for Mr. Borden and Mr. Erlinger to better reflect market competitiveness for their roles. The following table illustrates the 2024 and 2025 target annual long-term incentive award values for our NEOs, including the approved increases as described above.
Setting 2025 Long-Term Incentive Award Values
| Named Executive Officer | 2024 Award Value ($) | 2025 Award Value ($) | | Christopher Kempczinski | 15,000,000 | 16,000,000 | | Ian Borden | 4,750,000 | 5,500,000 | | Gillian McDonald | 3,750,000 | 3,750,000 | | Joseph Erlinger | 3,750,000 | 4,000,000 | | Manuel JM Steijaert(1) | — | 2,750,000 |
(1) Mr. Steijaert's 2024 target annual long-term incentive award value is excluded from the table above because he was not an NEO in 2024.
(1) Mr. Steijaert's 2024 target annual long-term incentive award value is excluded from the table above because he was not an NEO in 2024.
PERFORMANCE-BASED RESTRICTED STOCK UNITS
PERFORMANCE-BASED RESTRICTED STOCK UNITS
2025 PRSU Awards
2025 PRSU Awards Consistent with prior years, 50% of the target annual long-term incentive award values for our NEOs were granted in the form of PRSUs. PRSUs provide the right to receive a share of our common stock, subject to certain vesting requirements, and accrue dividend equivalent rights that are reinvested in additional PRSUs and earned in proportion to and only to the extent the underlying PRSUs vest. These awards also align the interests of our NEOs with those of our shareholders by delivering payouts in the form of our common stock. PRSUs granted in 2025 will vest on the third anniversary of the grant date, subject to our achievement of two key financial metrics, EPS growth (weighted 75%) and ROIC (weighted 25%). The Committee incorporated the planned level of share repurchases in setting the EPS targets. The PRSUs are also subject to a modifier based on our relative TSR performance measured over the three-year performance period versus the S&P 500 Index. The Committee believes this balanced set of metrics encourages executives to increase profitability through the efficient and effective use of capital, which will enhance shareholder value. The relative TSR modifier can increase or decrease payout based on the Company’s performance relative to the S&P 500 index, rewarding NEOs for Company outperformance and reducing payouts if Company performance lags. The PRSUs are also subject to a cap of 100% of target if our absolute TSR for the three-year performance period is negative, which further supports our commitment to ensuring that the interests of executives are aligned with those of our shareholders.
2023 PRSU Payouts
2023 PRSU Payouts In 2023, the Committee granted PRSUs to our executives, which were subject to adjusted EPS and ROIC metrics for the 2023–2025 performance period, and a relative TSR performance modifier consistent with the 2025 PRSUs. Below-target adjusted EPS growth and a TSR at the 40th percentile compared to the S&P 500 Index were balanced with strong ROIC performance, which resulted in the PRSUs vesting at 82.2% of the target amount in early 2026. The following table shows the adjusted EPS growth and annualized ROIC targets and results for the 2023 PRSU grant.
2023 PRSU Payouts
| 2023 PRSU Performance vs. Targets | Threshold | Target | Maximum | Actual | | Three-Year Compound Annual EPS growth (Weighting 75%) | 0.0% | 9.0% | 13.0% | 6.0% | | Three-Year Average of Annualized ROIC (Weighting 25%) | 16.0% | 20.0% | 24.0% | 22.4% |
Stock Options
Stock Options The remaining 50% of the target annual long-term incentive award values for our NEOs were granted in the form of options. Options granted to our NEOs have an exercise price equal to the closing price of our common stock on the grant date, a term of ten years and vest ratably over four years, subject to continued service. Options provide value only if our share price increases, thereby closely aligning executive pay with shareholder interests and our pay for performance philosophy.
Stock Options
| | Other Compensation Elements |
SEVERANCE & CHANGE IN CONTROL ARRANGEMENTS
SEVERANCE & CHANGE IN CONTROL ARRANGEMENTS We have a U.S. severance plan that covers all U.S.-based officers, including our NEOs. Benefits under the U.S. severance plan are described under “Potential Payments Upon Termination of Employment or Change in Control” beginning on page 69. Ms. McDonald and Mr. Steijaert are not covered by the U.S. severance plan, and pursuant to the terms of their respective offer letters, they are entitled to 26 weeks’ advanced written notice of a termination of employment (or a payment in lieu of such notice) for any reason other than gross misconduct or persistent and continued misconduct. We do not have any change in control agreements, and we do not provide for any single-trigger change in control benefits or Section 280G tax gross-up payments. Refer to the “Potential Payments Upon Termination of Employment or Change in Control” for further information regarding the severance benefits payable to our NEOs in the event of a termination of employment.
SEVERANCE & CHANGE IN CONTROL ARRANGEMENTS
| | Compensation Policies & Practices |
COMPENSATION RECOUPMENT & FORFEITURE PROVISIONS
COMPENSATION RECOUPMENT & FORFEITURE PROVISIONS The Company has adopted a clawback policy intended to comply with the SEC rules and NYSE listing standards that require the Company to recoup certain incentive-based compensation erroneously awarded to current and former executive officers of the Company in the event the Company is required to file certain financial restatements. In addition, our STIP awards and long-term incentive grant agreements for executives provide that we may terminate awards and/or recapture previously paid awards if a participant engages in willful fraud that (i) causes harm to our Company or (ii) is intended to manipulate performance goals either during employment, or after employment has terminated. Furthermore, our executives are subject to restrictive covenants. An executive who violates the restrictive covenants to which they are subject will forfeit outstanding long-term incentive awards, whether or not vested, and may be required to repay awards that have previously been paid.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table summarizes the total compensation earned by our NEOs in 2025, and, if required, 2024 and 2023.
2025 Summary Compensation Table
| Name and Principal position (a) | Year (b) | Salary ($)(c)(1) | Stock Awards ($)(e)(2) | Option Awards ($)(f)(3) | Non-equity Incentive plan Compensation ($)(g) | All other Compensation ($)(i)(4) | Total ($)(j) | | Christopher Kempczinski | 2025 | 1,550,000 | 8,000,215 | 8,000,066 | 2,367,160 | 657,084 | 20,574,525 | | Chairman, President and CEO | 2024 | 1,529,167 | 7,500,146 | 7,500,052 | 854,670 | 811,228 | 18,195,263 | | | 2023 | 1,417,500 | 6,500,181 | 6,500,043 | 4,027,620 | 709,657 | 19,155,001 | | Ian Borden | 2025 | 970,833 | 2,750,169 | 2,750,029 | 967,863 | 1,150,837 | 8,589,731 | | Executive Vice President and Global CFO | 2024 | 941,667 | 2,375,275 | 2,375,033 | 340,490 | 279,165 | 6,311,630 | | | 2023 | 900,000 | 2,000,162 | 2,000,026 | 1,589,850 | 315,432 | 6,805,470 | | Gillian McDonald(5) | 2025 | 929,541 | 1,875,329 | 1,875,056 | 887,994 | 494,067 | 6,061,987 | | Executive Vice President, Global Chief | 2024 | 889,320 | 1,875,265 | 1,875,058 | 258,810 | 151,514 | 5,049,967 | | Restaurant Experience Officer | 2023 | 808,365 | 4,125,589 | 2,125,031 | 1,296,651 | 145,288 | 8,500,924 | | Joseph Erlinger | 2025 | 895,833 | 2,000,306 | 2,000,033 | 711,774 | 118,704 | 5,726,650 | | President, McDonald’s USA | 2024 | 869,167 | 1,875,265 | 1,875,058 | 314,922 | 1,176,953 | 6,111,365 | | | 2023 | 840,000 | 1,875,238 | 1,875,021 | 1,638,492 | 180,046 | 6,408,797 | | Manuel JM Steijaert(5) | 2025 | 854,456 | 1,375,084 | 1,375,014 | 854,131 | 519,680 | 4,978,365 | | President, International Operated Markets | | | | | | | |
2025 Summary Compensation Table
| (1) Annual base salaries as of December 31, 2025 for our NEOs were as follows: Mr. Kempczinski: $1,550,000; Mr. Borden: $975,000; Ms. McDonald $929,600 (GBP 705,000); Mr. Erlinger: $900,000; and Mr. Steijaert $903,000 (GBP 685,000). | | (2) Represents the aggregate grant date fair value of PRSUs granted under the McDonald’s Corporation Amended and Restated 2012 Omnibus Stock Ownership Plan (the “Equity Plan”), based on the probable outcome of the applicable performance conditions and excluding the effect of estimated forfeitures during the applicable vesting periods of PRSUs, as computed in accordance with Accounting Standards Codification (“ASC”) 718. Values generally are based on the closing price of the Company’s common stock on the grant date. Except as otherwise described herein, PRSUs vest on the third anniversary of the grant date and are subject to performance-based vesting conditions linked to the achievement of earnings per share (“EPS”) growth, return on invested capital (“ROIC”) and a relative total shareholder return (“TSR”) modifier over the performance period (as described beginning on page 55). PRSUs are subject to a cap of 200% of target. Further, if the Company’s absolute TSR for the three-year performance period is negative, then the cap is 100% of target. The fair value of PRSUs that include the TSR modifier is determined using a Monte Carlo valuation model. Assuming the highest level of performance is achieved for the 2025 PRSU awards, the maximum value of these awards at the grant date would be as follows: Mr. Kempczinski: $16,000,430; Mr. Borden: $5,500,338; Ms. McDonald: $3,750,658; Mr. Erlinger $4,000,612; and Mr. Steijaert $2,750,168. | | A more detailed discussion of the assumptions used in the valuation of equity awards (including PRSUs) may be found in the Notes to Consolidated Financial Statements under “Share-based Compensation” on pages 65 and 65 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. | | (3) Represents the aggregate grant date fair value of options granted under the Equity Plan, excluding the effect of estimated forfeitures during the applicable vesting periods of options, as computed in accordance with ASC 718. Options have an exercise price equal to the closing price of the Company’s common stock on the grant date and vest in equal installments over a four- year period. Values for options granted in 2025 are determined using a closed-form pricing model based on the following assumptions, as described in the footnotes to the consolidated financial statements: expected volatility based on historical experience of 21.5%; an expected annual dividend yield of 2.3%; a risk-free return of 4.5%; and expected option life based on historical experience of 5.8 years. Additional information about options is disclosed in the 2025 Grants of Plan-Based Awards table on page 66 and the Outstanding Equity Awards at 2025 Year-End table on page 67. A more detailed discussion of the assumptions used in the valuation of option awards may be found in the Notes to Consolidated Financial Statements under “Share-based Compensation” on pages 62 and 63 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. | | (4) “All other compensation” for 2025 includes the Company’s contributions to its 401(k) Plan and Amended & Restated Deferred Compensation Plan, except for Ms. McDonald and Mr. Steijaert, who receive an allowance in lieu of participating in our UK retirement plan. Mr. Steijaert was also eligible for the Netherlands retirement plan for the portion of the year prior to his new assignment. Details on the Company’s contributions to its 401(k) Plan and Amended & Restated Deferred Compensation Plan and the allowance provided to Ms. McDonald and Mr. Steijaert are below: |
2025 Summary Compensation Table
| Christopher Kempczinski | $147,485 | | Ian Borden | $80,179 | | Gillian McDonald | $116,193 | | Joseph Erlinger | $73,988 | | Manuel JM Steijaert | $83,113 |
2025 Summary Compensation Table
The Company’s incremental cost of perquisites is included in the amounts provided in this column and based on actual charges to the Company. This amount includes the following categories of perquisites: financial counseling for select NEOs; annual physical examinations for select NEOs and their spouses; executive security for select NEOs; website monitoring services for Mr. Kempczinski and his spouse and Mr. Erlinger; matching charitable donations for Mr. Kempczinski; Company-paid life insurance for U.S.-based NEOs; car allowances for Ms. McDonald and Mr. Steijaert; and limited personal benefits for select NEOs' spouses in connection with a market visit to Japan. In addition, this column includes the cost of the personal use of the Company’s aircraft by the CEO, which includes fuel, on-board catering, landing/handling fees,
2025 Summary Compensation Table
| 2026 Proxy Statement | | 65 |
2025 Summary Compensation Table
hourly maintenance costs and crew costs attributable to personal flights and excluding fixed costs, such as pilot salaries and the cost of the aircraft. In addition to personal flights with a cost of $400,000, Mr. Kempczinski used the Company’s aircraft to travel to outside Board meetings at a cost of $53,489 in 2025. In certain circumstances, the CEO may permit other executives to use the aircraft for personal travel or to be joined by their spouse or other family members on the aircraft for business travel. In 2025, Messrs. Kempczinski, Borden and Erlinger, and Ms. McDonald received benefits related to family travel to business events; however, this travel did not result in any incremental cost to the Company. The Company does not provide any tax gross-ups on the perquisites described above. Messrs. Borden and Erlinger received certain benefits related to previous international assignments. Mr. Borden received tax equalization in the amount of $1,012,019; tax preparation services in the amount of $25,862; and visa and legal fees. Mr. Erlinger also received tax equalization payments of $4,150, as well as tax preparation services. In addition, Ms. McDonald and Mr. Steijaert received certain benefits in 2025 in connection with their new roles. For Ms. McDonald, this included tax equalization in the amount of $122,875; Company-provided housing in the amount of $96,730, which includes rent, a furniture purchase allowance, and utilities; a cost of living allowance in the amount of $57,590; moving and storage services in the amount of $48,908, which includes shipping services, costs related to exploratory trips, a relocation allowance, and certain visa and legal fees; and tax preparation fees. For Mr. Steijaert, this included tax equalization in the amount of $135,410; moving and storage fees in the amount of $106,954, which includes shipping services, visa and legal fees, a relocation allowance, temporary lodging, and costs related to exploratory trips; Company-provided housing in the amount of $70,978, which includes rent and utilities; a cost of living allowance; education expenses for a dependent; and tax preparation fees.
2025 Summary Compensation Table
| (5) Certain amounts for Ms. McDonald and Mr. Steijaert were paid in British Pounds and, certain amounts for Mr. Steijaert were also paid in Euros, and when the exact payment date is available, reflect the exchange rate on the date the respective payments were made. When information is not available, the amounts reflect the average monthly exchange rate for the reporting year. |
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards
| | | | | | | | | | All Other | | Grant | | | | | | | | | | | Option | Exercise | Date Fair | | | | | | | | | | | Awards: | Or Base | Value Of | | | | | Estimated Future Payouts | | | Estimated Future Payouts | | | Number Of | Price Of | Stock | | | | | Under Non-Equity | | | Under Equity | | | Securities | Option | and | | | | | Incentive Plan Awards(1) | | | Incentive Plan Awards | | | Underlying | Awards | Option | | Name (a) | Plan | Grant Date (b) | Threshold ($)(c) | Target ($)(d) | Maximum ($)(e) | Threshold (#)(f) | Target (#)(g) | Maxium (#)(h) | Option (#)(j) | ($/SH) (k) | Awards ($)(2) | | Christopher Kempczinski | STIP | 2/12/2025 | — | 3,100,000 | 6,200,000 | | | | | | | | | Equity Plan(3) | 2/12/2025 | | | | — | 23,813 | 47,626 | | | 8,000,215 | | | Equity Plan(4) | 2/12/2025 | | | | | | | 119,959 | 307.60 | 8,000,066 | | Ian Borden | STIP | 2/12/2025 | — | 1,267,500 | 2,535,000 | | | | | | | | | Equity Plan(3) | 2/12/2025 | | | | — | 8,186 | 16,372 | | | 2,750,169 | | | Equity Plan(4) | 2/12/2025 | | | | | | | 41,236 | 307.60 | 2,750,029 | | Gillian McDonald | STIP | 2/12/2025 | — | 1,115,449 | 2,230,898 | | | | | | | | | Equity Plan(3) | 2/12/2025 | | | | — | 5,582 | 11,164 | | | 1,875,329 | | | Equity Plan(4) | 2/12/2025 | | | | | | | 28,116 | 307.60 | 1,875,056 | | Joseph Erlinger | STIP | 2/12/2025 | — | 1,080,000 | 2,160,000 | | | | | | | | | Equity Plan(3) | 2/12/2025 | | | | — | 5,954 | 11,908 | | | 2,000,306 | | | Equity Plan(4) | 2/12/2025 | | | | | | | 29,990 | 307.60 | 2,000,033 | | Manuel JM Steijaert | STIP | 2/12/2025 | — | 1,024,419 | 2,048,838 | | | | | | | | | Equity Plan(3) | 2/12/2025 | | | | — | 4,093 | 8,186 | | | 1,375,084 | | | Equity Plan(4) | 2/12/2025 | | | | | | | 20,618 | 307.60 | 1,375,014 |
2025 Grants of Plan-Based Awards
| (1) Each NEO received an annual cash award under the STIP. The 2025 STIP measured Company performance based on operating income growth (40%), Systemwide sales growth (30%), new restaurant openings (15%) and a strategic scorecard (15%). Target awards were established based on a percentage of salary. Achievement of targets results in a 100% payout. Actual payouts are based on achievement of the metrics and can range from 0% to 200% of target. Columns (d) and (e) above show the target and maximum award payouts. Actual STIP payouts are shown in column (g) of the 2025 Summary Compensation Table on page 65. See the CD&A beginning on page 52 for a further discussion. | | (2) The values in this column were determined based on the assumptions described in footnote 2 and 3, respectively, to the 2025 Summary Compensation Table on page 65. | | (3) The PRSUs received by the NEOs, as shown in columns (f), (g), (h) and (i), have dividend equivalent rights. The PRSUs are scheduled to vest on February 12, 2028, subject to achievement of positive three-year average annual EPS growth (75% weight) and three-year ROIC (25% weight) of at least 16%. If performance against EPS and ROIC meets the threshold for a payout, a relative TSR modifier can impact final payouts by up to plus or minus 25 percentage points. The maximum payout is 200% of target, provided that if absolute TSR for the three-year period is negative, the maximum payout is 100% of target. See the discussion beginning on page 58 for more information. | | (4) Reflects option grants, which vest 25% on each of the first four anniversaries of the grant date. For details regarding options, refer to footnote 3 to the 2025 Summary Compensation Table on page 65. |
2025 Grants of Plan-Based Awards
| 66 | | 2026 Proxy Statement |
Outstanding Equity Awards at 2025 Year-End
Outstanding Equity Awards at 2025 Year-End
Outstanding Equity Awards at 2025 Year-End
| | Option Awards | | | | Stock Awards | | | | | | | | | | | Market | Equity Incentive | Equity Incentive | | | Number Of | Number Of | | | Number Of | Value Of | Plan Awards: | Plan Awards: | | | Securities | Securities | | | Shares Or | Shares Or | Number Of | Market Or Payout | | | Underlying | Underlying | | | Units Of | Units Of | Unearned | Value Of Unearned | | | Unexercised | Unexercised | Options | Options | Stock That | Stock That | Shares, Units Or | Shares, Units Or | | | Options | Options | Exercise | Expiration | Have Not | Have Not | Other Rights That | Other Rights That | | Name (a) | Exercisable (#)(b)(1) | Unexercisable (#)(c)(1) | Price ($)(e) | Date (f) | Vested (#)(g) | Vested ($)(h) | Have Not Vested (#)(i)(3) | Have Not Vested ($)(j)(2)(3) | | Christopher Kempczinski | 52,553 | — | 128.09 | 3/8/2027 | | | | | | | 42,017 | — | 157.79 | 2/19/2028 | | | | | | | 48,829 | — | 174.15 | 2/13/2029 | | | | | | | 161,565 | — | 216.15 | 2/18/2030 | | | | | | | 226,464 | — | 215.03 | 2/16/2031 | | | | | | | 102,387 | 34,128 | 253.39 | 2/14/2032 | | | | | | | 59,798 | 59,798 | 266.20 | 2/13/2033 | | | | | | | 31,345 | 94,032 | 289.44 | 2/12/2034 | | | | | | | — | 119,959 | 307.60 | 2/12/2035 | | | 70,887 | 21,665,194 | | Ian Borden | 27,028 | — | 128.09 | 3/8/2027 | | | | | | | 26,261 | — | 157.79 | 2/19/2028 | | | | | | | 29,297 | — | 174.15 | 2/13/2029 | | | | | | | 32,313 | — | 216.15 | 2/18/2030 | | | | | | | 68,748 | — | 215.03 | 2/16/2031 | | | | | | | 28,936 | 9,645 | 253.39 | 2/14/2032 | | | | | | | 18,401 | 18,398 | 266.20 | 2/13/2033 | | | | | | | 9,926 | 29,777 | 289.44 | 2/12/2034 | | | | | | | — | 41,236 | 307.60 | 2/12/2035 | | | 22,923 | 7,005,956 | | Gillian McDonald | 19,551 | 19,548 | 266.20 | 2/13/2033 | | | | | | | 7,837 | 23,508 | 289.44 | 2/12/2034 | | | | | | | — | 28,116 | 307.60 | 2/12/2035 | | | 18,940 | 5,788,632 | | Joseph Erlinger | 31,513 | — | 157.79 | 2/19/2028 | | | | | | | 33,204 | — | 174.15 | 2/13/2029 | | | | | | | 38,266 | — | 216.15 | 2/18/2030 | | | | | | | 72,792 | — | 215.03 | 2/16/2031 | | | | | | | 31,161 | 10,387 | 253.39 | 2/14/2032 | | | | | | | 17,251 | 17,248 | 266.20 | 2/13/2033 | | | | | | | 7,837 | 23,508 | 289.44 | 2/12/2034 | | | | | | | — | 29,990 | 307.60 | 2/12/2035 | | | 18,522 | 5,660,879 | | Manuel JM Steijaert | — | 5,193 | 253.39 | 2/14/2032 | | | | | | | — | 10,120 | 266.20 | 2/13/2033 | | | | | | | 4,598 | 13,791 | 289.44 | 2/12/2034 | | | | | | | — | 20,618 | 307.60 | 2/12/2035 | | | 11,481 | 3,508,938 |
Outstanding Equity Awards at 2025 Year-End
| (1) Options vest 25% on each of the first four anniversaries of the grant date and expire on the tenth anniversary of the grant date. For details regarding customary equity treatment upon termination, see the section on Potential Payments Upon Termination of Employment or Change in Control beginning on page 69. | | (2) Calculated by multiplying the number of shares covered by the award by $305.63, the closing price of Company stock on the NYSE on December 31, 2025. | | (3) PRSUs are granted to our NEOs subject to performance-based vesting conditions. The following table reflects the number of shares that vested on February 13, 2026, based on the 82.2% payout factor and the unvested PRSUs that are scheduled to be paid out in 2026 and 2027 if performance equals 100% of the targets. In the event of fractional shares, amounts are rounded up to the nearest whole share. |
Outstanding Equity Awards at 2025 Year-End
| 2026 Proxy Statement | | 67 |
Outstanding Equity Awards at 2025 Year-End
| Name | Grant Date | Vesting Date | Number Of PRSUs(1) | | Christopher Kempczinski | 2/13/2023 | 2/13/2026 | 20,728 | | | 2/12/2024 | 2/12/2027 | 25,782 | | | 2/12/2025 | 2/12/2028 | 24,377 | | Ian Borden | 2/13/2023 | 2/13/2026 | 6,378 | | | 2/12/2024 | 2/12/2027 | 8,165 | | | 2/12/2025 | 2/12/2028 | 8,380 | | Gillian McDonald | 2/13/2023 | 2/13/2026 | 6,778 | | | 2/12/2024 | 2/12/2027 | 6,447 | | | 2/12/2025 | 2/12/2028 | 5,715 | | Joseph Erlinger | 2/13/2023 | 2/13/2026 | 5,980 | | | 2/12/2024 | 2/12/2027 | 6,447 | | | 2/12/2025 | 2/12/2028 | 6,095 | | Manuel JM Steijaert | 2/13/2023 | 2/13/2026 | 3,509 | | | 2/12/2024 | 2/12/2027 | 3,782 | | | 2/12/2025 | 2/12/2028 | 4,190 |
Outstanding Equity Awards at 2025 Year-End
(1) Number of unvested PRSUs that are scheduled to be paid out include dividend equivalents.
Option Exercises and Stock Vested – Fiscal 2025
Option Exercises and Stock Vested – Fiscal 2025
Option Exercises and Stock Vested – Fiscal 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired On Exercise | Value Realized On Exercise | Number of Shares Acquired On Vesting | Value Realized On Vesting | | (a) | (#)(b) | ($)(c) | (#)(d) | ($)(e) | | Christopher Kempczinski | — | — | 38,600 | 11,910,030 | | Ian Borden | 17,134 | 3,311,488 | 10,909 | 3,365,972 | | Gillian McDonald | — | — | 3,935 | 1,219,929 | | Joseph Erlinger | — | — | 11,748 | 3,624,845 | | Manuel JM Steijaert | 36,160 | 2,751,717 | 5,874 | 1,812,423 |
Non-Qualified Deferred Compensation – Fiscal 2025
Non-Qualified Deferred Compensation – Fiscal 2025
Non-Qualified Deferred Compensation – Fiscal 2025
| Name | Executive Contributions In Last FY | Registrant Contributions In Last FY | Aggregate Earnings in Last FY | Aggregate Withdrawals / Distributions | Aggregate Balance at Last FYE | | (a) | ($)(b)(1) | ($)(c)(2) | ($)(d) | ($)(e) | ($)(f) | | Christopher Kempczinski | 144,280 | 126,486 | 426,757 | — | 9,106,542 | | Ian Borden | 78,679 | 59,179 | 97,532 | — | 726,646 | | Gillian McDonald | — | — | — | — | — | | Joseph Erlinger | 215,552 | 52,988 | 674,064 | — | 7,502,958 | | Manuel JM Steijaert | — | — | — | — | — |
Non-Qualified Deferred Compensation – Fiscal 2025
(1) Represents salary deferrals which are also reported as compensation for 2025 in the 2025 Summary Compensation Table on page 65. (2) Includes the following aggregate amounts reported in the Summary Compensation Table in prior years:
Non-Qualified Deferred Compensation – Fiscal 2025
| Christopher Kempczinski | $5,129,253 | | Ian Borden | $424,276 | | Gillian McDonald | $— | | Joseph Erlinger | $3,741,299 | | Manuel JM Steijaert | $— |
Non-Qualified Deferred Compensation – Fiscal 2025
| 68 | | 2026 Proxy Statement |
Potential Payments Upon Termination of Employment or Change In Control
Potential Payments Upon Termination of Employment or Change In Control In the event of a termination or change in control followed by termination of employment, our NEOs would receive certain payments and benefits, as described below.
2025 Pay Ratio
2025 Pay Ratio We have approximately 150,000 employees, which include those in our corporate and other offices as well as in Company-owned and operated restaurants, of which approximately 70% are based outside of the U.S. Most of these employees work in flexible, part-time roles, which is reflected in the compensation levels of our employees. In order to attract and retain talent, we provide competitive compensation commensurate with an employee’s position and geographic location, while also aligning compensation to Company and individual performance. We are committed to a strong pay-for-performance culture that closely aligns the interests of our executives with those of our shareholders. We aim to have approximately 90% of our CEO’s total target direct compensation opportunity be subject to performance against our robust and objective performance targets. For 2025, our CEO’s total compensation was $20,574,525, resulting in a ratio of 1,082:1.
2025 Pay vs. Performance
2025 Pay vs. Performance
2025 Pay vs. Performance
| | PAY VS. PERFORMANCE | | | | | | | | | | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:(5) | | | | | YEAR(1) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO ($)(2) | COMPENSATION ACTUALLY PAID TO PEO ($)(3) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs ($)(2) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs ($)(4) | TOTAL SHAREHOLDER RETURNS ($) | PEER GROUP TOTAL SHAREHOLDER RETURN ($)(6) | NET INCOME ($) | ANNUAL EPS GROWTH (%)(7) | | 2025 | 20,574,525 | 17,916,531 | 6,339,183 | 5,549,942 | 160 | 173 | 8,563 | 4.0 | | 2024 | 18,195,263 | 12,729,663 | 5,325,460 | 4,007,667 | 148 | 150 | 8,223 | (2.0) | | 2023 | 19,155,001 | 36,852,582 | 7,265,484 | 10,460,553 | 148 | 131 | 8,469 | 18.0 | | 2022 | 17,770,514 | 29,572,322 | 6,075,626 | 9,195,551 | 128 | 113 | 6,177 | 15.0 | | 2021 | 20,028,132 | 40,175,283 | 8,029,832 | 14,542,270 | 128 | 121 | 7,545 | 50.0 |
2025 Pay vs. Performance
(1) Mr. Kempczinski served as our principal executive officer (“PEO”) for the entirety of 2021, 2022, 2023, 2024 and 2025. Our other named executive officers (“NEOs”) for the applicable years were as follows: o 2025: Messrs. Borden, Erlinger, Steijaert, and Ms. McDonald; o 2024: Messrs. Borden, Erlinger, Ms. McDonald and Desiree Ralls-Morrison; o 2023: Messrs. Borden, Erlinger, Ms. McDonald and Jonathan Banner; o 2022: Messrs. Borden, Erlinger, Kevin Ozan, Ms. Ralls-Morrison, and Brian Rice; and o 2021: Messrs. Borden, Erlinger, Ozan, and Ms. Ralls-Morrison. Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table (“SCT”) for the applicable year in the case of Mr. Kempczinski and (ii) the average of the total compensation reported in the SCT for the applicable year for our NEOs reported for the applicable year, other than the PEO for each such years.
2025 Pay vs. Performance
| 2026 Proxy Statement | | 73 |
2025 Pay vs. Performance
Amounts reported in this column represent the compensation actually paid to Mr. Kempczinski as our PEO in the indicated fiscal years, based on his total compensation reported in the SCT for the indicated fiscal years and adjusted as shown in the table below.
2025 Pay vs. Performance
| | PEO | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table - Total Compensation(a) | $20,574,525 | $18,195,263 | $19,155,001 | $17,770,514 | $20,028,132 | | - Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | $16,000,281 | $15,000,198 | $13,000,224 | $11,500,239 | $14,000,181 | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(c) | $14,469,520 | $15,022,059 | $16,287,558 | $14,642,639 | $24,274,810 | | + Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | $(3,513,943) | $(4,228,377) | $14,148,428 | $10,047,473 | $9,987,616 | | + Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(e) | $2,386,710 | $(1,259,084) | $261,819 | $(1,388,065) | $(115,094) | | = Compensation Actually Paid | $17,916,531 | $12,729,663 | $36,852,582 | $29,572,322 | $40,175,283 |
2025 Pay vs. Performance
(4) Amounts reported in this column represent the compensation actually paid to our NEOs other than Mr. Kempczinski in the indicated fiscal year, based on the average total compensation for such NEOs reported in the SCT for the indicated fiscal year and adjusted as shown in the table below. See footnote 1 for our NEOs included in the average for each indicated fiscal year.
2025 Pay vs. Performance
| | Other NEOs Average(1) | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table - Total Compensation(a) | $6,339,183 | $5,325,460 | $7,265,484 | $6,075,626 | $8,029,832 | | - Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | $4,000,255 | $3,712,793 | $4,937,876 | $3,440,186 | $5,125,135 | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(c) | $3,617,557 | $3,718,194 | $5,997,952 | $4,304,023 | $8,313,597 | | + Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | $(871,116) | $(980,981) | $2,105,782 | $2,663,320 | $3,379,164 | | +Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(e) | $464,572 | $(342,213) | $29,211 | $(407,232) | $(55,189) | | = Compensation Actually Paid | $5,549,942 | $4,007,667 | $10,460,553 | $9,195,551 | $14,542,270 |
2025 Pay vs. Performance
The below footnotes apply to the tables included in each of footnotes 3 and 4. (a) Represents Total Compensation as reported in the SCT for the indicated fiscal year. (b) Represents the aggregate grant date fair value as of the indicated fiscal year of the stock awards and option awards granted to each of Mr. Kempczinski and the respective NEOs as applicable for each year, during such fiscal year, calculated using the same methodology used for financial statement reporting purposes. (c) Represents the aggregate fair value as of the indicated fiscal year-end for each of Mr. Kempczinski’s, and the respective NEOs’ as applicable for each year, outstanding and unvested stock awards and option awards granted during such fiscal year, calculated using the same methodology used for financial statement reporting purposes and, for awards subject to performance- based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (d) Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by each of Mr. Kempczinski and the respective NEOs as applicable for each year, as of the last day of the indicated fiscal year, calculated using the same methodology used for financial statement reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (e) Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by each of Mr. Kempczinski and the respective NEOs as applicable for each year, that was granted in a prior fiscal year and which vested during the indicated fiscal year, calculated using the same methodology used for financial statement reporting purposes. (5) The information provided reflects the respective values at the end of each year of a $100 investment on December 31, 2020, including the reinvestment of any dividends, for each of our common stock and our peer group (see footnote 6 for further information on our peer group). Historic stock price performance is not necessarily indicative of future stock price performance. (6) The TSR Peer Group consists of the component companies of the Dow Jones Industrial Average, the peer group used by the Company for purposes of the stock performance graph in our Annual Report on Form 10-K. Represents annual EPS growth. As noted in the CD&A, for 2025, the Committee determined that EPS growth continues to be viewed as a core driver of our performance and stockholder value creation. Accordingly, EPS is utilized as the most heavily weighted performance metric applicable to our PRSU award design. EPS growth is calculated as the percentage change in our EPS from the prior fiscal year, with EPS calculated as earnings per share, adjusted consistent with pre-established guidelines as described on Appendix A.
2025 Pay vs. Performance
| 74 | | 2026 Proxy Statement |
March 23, 2026 is the record date for the meeting. Shareholders owning shares of our common stock at the close of business on that date may vote at the meeting. On that date, there were 710,827,631 shares of our common stock outstanding held by over 5.2 million shareholders. Each share of our common stock is entitled to one vote for each Director nominee and one vote for each other matter to be voted upon at the meeting.
March 23, 2026 is the record date for the meeting. Shareholders owning shares of our common stock at the close of business on that date may vote at the meeting. On that date, there were 710,827,631 shares of our common stock outstanding held by over 5.2 million shareholders. Each share of our common stock is entitled to one vote for each Director nominee and one vote for each other matter to be voted upon at the meeting.
March 23, 2026 is the record date for the meeting. Shareholders owning shares of our common stock at the close of business on that date may vote at the meeting. On that date, there were 710,827,631 shares of our common stock outstanding held by over 5.2 million shareholders. Each share of our common stock is entitled to one vote for each Director nominee and one vote for each other matter to be voted upon at the meeting.
| 3. | What are the Proposals to be Voted on, and What are the Voting Standards? |
March 23, 2026 is the record date for the meeting. Shareholders owning shares of our common stock at the close of business on that date may vote at the meeting. On that date, there were 710,827,631 shares of our common stock outstanding held by over 5.2 million shareholders. Each share of our common stock is entitled to one vote for each Director nominee and one vote for each other matter to be voted upon at the meeting.
| Proposal | | Our Board’s Voting Recommendation | Voting Standard | Effect of Abstentions | Effect of Broker Non-Votes | | | Election of 12 Directors to Serve Until our 2027 Annual Shareholders’ Meeting and Until Their Successors Have Been Elected and Qualified | each of our board’s director nominees | Majority of votes cast | None | None | | | Advisory Vote to Approve Executive Compensation | | Majority of the voting power represented at the meeting and entitled to vote thereon | Vote against | None | | | Advisory Vote to Ratify the Appointment of Ernst & Young LLP as Independent Auditor for 2026 | | Majority of the voting power represented at the meeting and entitled to vote thereon | Vote against | Brokers may vote in their discretion | | | Advisory Vote on Two Shareholder Proposals, Each Only if Properly Presented | each shareholder proposal | Majority of the voting power represented at the meeting and entitled to vote on each shareholder proposal | Vote against | None |
March 23, 2026 is the record date for the meeting. Shareholders owning shares of our common stock at the close of business on that date may vote at the meeting. On that date, there were 710,827,631 shares of our common stock outstanding held by over 5.2 million shareholders. Each share of our common stock is entitled to one vote for each Director nominee and one vote for each other matter to be voted upon at the meeting.
For Proposal 1, Directors will be elected by a majority of votes cast, which means that a Director nominee is elected if the number of votes cast “FOR” exceeds the number of the votes cast “AGAINST” his or her election. With respect to each of the other proposals, shareholders may vote “FOR” or “AGAINST,” or abstain from voting. Pursuant to our By-Laws, in order to be approved by our shareholders, these proposals must receive the affirmative vote of a majority of the voting power of the shares of our common stock represented at the meeting and entitled to vote thereon. Abstentions on any one or more of the proposals are shares present for purposes of determining a quorum, but an abstention on any proposal (other than Proposal 1) will have the effect of a vote “AGAINST” that proposal. If any other business properly comes before shareholders for a vote at the meeting, your shares will be voted at the discretion of the persons named as your proxies on such matters to the extent authorized by Rule 14a-4(c) under the Exchange Act. Our Board knows of no matters, other than those described in this Proxy Statement, to be presented for consideration at the meeting.
March 23, 2026 is the record date for the meeting. Shareholders owning shares of our common stock at the close of business on that date may vote at the meeting. On that date, there were 710,827,631 shares of our common stock outstanding held by over 5.2 million shareholders. Each share of our common stock is entitled to one vote for each Director nominee and one vote for each other matter to be voted upon at the meeting.
| 2026 Proxy Statement | | 91 |
March 23, 2026 is the record date for the meeting. Shareholders owning shares of our common stock at the close of business on that date may vote at the meeting. On that date, there were 710,827,631 shares of our common stock outstanding held by over 5.2 million shareholders. Each share of our common stock is entitled to one vote for each Director nominee and one vote for each other matter to be voted upon at the meeting.
| 4. | Why Did I Receive a Notice of Internet Availability of Proxy Materials? |