Mcdonalds Corp DEF 14A, filed Apr 7, 2025

About this DEF 14A

Mcdonalds Corp (MCD)

DEF 14A 2025-04-07 For: 2025-05-20

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Added on June 12, 2026

The Company follows three long-standing principles in designing our executive compensation program:

pay for performance

drive business results with a focus on creating long-term shareholder value

pay competitively

These principles inform the design, operation, and risk profile of our executive compensation program.

Mcdonalds Corp filed this DEF 14A on April 7, 2025.

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DATE AND TIME		VIRTUAL MEETING ONLY

May 20, 2025 9:00 a.m. Central Time		We will have a virtual meeting at www.cesonlineservices.com/mcd25_vm

PROPOSAL		BOARD’S RECOMMENDATION
	Election of 11 Directors to Serve Until our 2026 Annual Shareholders’ Meeting and Until Their Successors Have Been Elected and Qualified	each of our Board’s Director nominees
	Advisory Vote to Approve Executive Compensation
	Advisory Vote to Ratify the Appointment of Ernst & Young LLP as Independent Auditor for 2025

	Advisory Vote on Three Shareholder Proposals, Each Only If Properly Presented.
			each shareholder proposal

YOUR VOTE IS IMPORTANT. Carefully review the proxy materials and vote your shares as promptly as possible, even if you plan to attend the virtual meeting. Follow the instructions to the right to ensure your vote is received by 10:59 p.m. Central Time on May 19, 2025.	Internet: Visit the website shown on your proxy card

		Telephone: Dial (800) 690-6903 (toll-free, 24/7)

		Mail: If you received a proxy card or voting instruction form by mail, mark, date, sign and return it in the postage-paid envelope furnished for that purpose


Chairman’s Letter	2

Notice of 2025 Annual Shareholders’ Meeting	4

Proxy Summary	7
About McDonald’s	7
Governance Highlights	9
Our Purpose & Impact Overview	13
Executive Compensation Highlights	14
Voting Matters & Recommendations	16
Forward-Looking Statements & Website Links	17

PROPOSAL 1: Election of Directors	18
Director Qualifications	18
Other Information	20
Biographical Information	20

Board & Governance Matters	31
Board Leadership	31
Board Composition & Refreshment	32
Director Independence	33
Board Demographics	33
New Director Candidate Selection Process	33
Board Committees	34
Board Self-Evaluation	38
Board Oversight	39
Our Purpose & Impact	42
Shareholder Engagement	45
Shareholder Responsiveness	45
Other Governance Policies & Principles	46
Communications With Our Board	47
Director Compensation	47


PROPOSAL 2: Advisory Vote to Approve Executive Compensation	49
Compensation Committee Report	50
Compensation Discussion & Analysis	50
Compensation Tables	66
Additional Compensation Matters	73

PROPOSAL 3: Advisory Vote to Ratify the Appointment of Ernst & Young LLP as Independent Auditor for 2025	78
Audit & Finance Committee Report	79
Audit & Finance Committee Matters	79

PROPOSALS 4–6: Shareholder Proposals	81
Proposal 4: Advisory Vote on Report Related to Oversight of Advertising Risks	82
Proposal 5: Advisory Vote on Climate Transition Plans	84
Proposal 6: Advisory Vote to Revisit DEI in Executive Compensation	87

Stock Ownership	89

2026 Annual Shareholders’ Meeting	91

Transactions with Related Persons	92

Q&A: Proxy Materials & Voting Information	93

Meeting Logistics	97


	Dear McDonald’s Shareholders, Colleagues, Crew Members, Franchisees and Customers,


Serve	Inclusion	Integrity	Community	Family
We put our customers and people first	We open our doors to everyone	We do the right thing	We are good neighbors	We get better together

Board & Governance Practices⁽¹⁾

Our Board’s commitment to strong corporate governance is highlighted by the following practices:
● All Director nominees except the CEO are independent ● All standing Committees are independent (except Executive Committee, chaired by our CEO) ● Regular executive sessions of independent Directors ● Annual election of all Directors ● Majority voting standard for uncontested Director elections ● Ongoing Board assessment and refreshment led by our Governance Committee ● Tenure limitation for non-management directors	● Regular succession planning at the CEO and executive management levels and effective leadership transitions, as appropriate ● No supermajority voting provisions ● No “poison pill” (shareholder rights plan) ● Board access to independent advisors ● Meaningful limitations on Directors’ service on other boards ● Proxy access for Director candidates nominated by shareholders reflecting standard market practices	● Annual Board self-evaluation ● Ability for shareholders to call special meetings ● Robust Director stock ownership requirements ● No Director hedging/pledging of Company stock ● Public disclosure of corporate political contributions and certain trade association memberships ● Significant shareholder outreach and engagement program

2022	● Four new independent Directors were elected to our Board: o Anthony Capuano, President and CEO of Marriott International, Inc. (see page 20) o Kareem Daniel, former Chairman of Disney Media & Entertainment Distribution (see page 21) o Jennifer Taubert, EVP and Worldwide Chairman, Innovative Medicine at Johnson & Johnson (see page 27) o Amy Weaver, incoming CEO of Direct Relief (see page 29) ● One independent Director (Sheila Penrose) retired from our Board ● Committee membership and leadership were refreshed, including: o Catherine Engelbert was named the Audit & Finance Committee Chair o John Mulligan was named the Public Policy & Strategy Committee Chair o Paul Walsh was named the Sustainability & Corporate Responsibility Committee Chair
2022

2023	● Three independent Directors retired from our Board: o Robert Eckert, John Rogers, Jr., and Richard Lenny ● Lloyd Dean was named the Compensation Committee Chair
2023

2024	● Our independent Chairman (Enrique Hernandez, Jr.) retired from our Board ● One new independent Director (Michael Hsu) was elected to our Board (see page 25) ● Committee membership and structure were refreshed, including: o Elimination of the Public Policy & Strategy Committee o Evolution of the Social & Corporate Responsibility Committee (now the Corporate Responsibility Committee) ● Board leadership and structure were refreshed, including: o Christopher Kempczinski was appointed Chairman o Miles White was appointed Lead Independent Director

2025	● One independent Director (John Mulligan) is retiring from our Board and will not stand for re-election at our 2025 Annual Shareholders’ Meeting

+5			91%
5 of 11 Director nominees joined our Board since 2022			10 of 11 Directors are independent (all except our CEO)

TENURE OF DIRECTOR NOMINEES	BOARD DEMOGRAPHICS
		Our Board is keenly focused on ensuring that our Directors represent a wide range of backgrounds, viewpoints, perspectives and experiences to support the demands of our global business and better understand the needs and desires of our customers, franchisees and suppliers around the world. See “Board Demographics” on page 33 for more information.

TIFFANIE BOYD	Marion Gross	Gillian McDonald	MANUEL JM STEIJAERT

who has served McDonald's for four years, previously as SVP and Chief People Officer for McDonald’s USA, became our new EVP and Global Chief People Officer effective August 19, 2024	who served McDonald’s for 30 years, most recently as EVP – Global Chief Supply Chain Officer, retired effective April 1	who has served McDonald’s for over ten years, most recently as EVP and President, International Operated Markets, will become our new EVP – Global Chief Restaurant Experience Officer effective May 1	who has served McDonald’s for more than 20 years, most recently as EVP – Global Chief Customer Officer, will become EVP – President, IOM effective May 1

	BOARD TENURE	STANDING COMMITTEE MEMBERSHIP					OTHER PUBLIC COMPANY BOARDS
NAME	BOARD TENURE	INDEPENDENT	AFC	CC	GC	CRC	EC
Anthony Capuano President and CEO Marriott International, Inc.	2 years						1
Kareem Daniel Former Chairman Disney Media & Entertainment Distribution	2 years						0
Lloyd Dean Chief Executive Emeritus and Founding Executive CommonSpirit Health	9 years						2
Catherine Engelbert Commissioner Women’s National Basketball Association	5 years						1
Margaret Georgiadis Co-Founder and CEO Montai Therapeutics	10 years						1
Michael Hsu Chairman and CEO Kimberly-Clark Corporation	1 year						1
Christopher Kempczinski Chairman, President and CEO McDonald’s Corporation	5 years						1
Jennifer Taubert EVP, Worldwide Chairman, Innovative Medicine Johnson & Johnson	2 years						0
Paul Walsh Executive Chairman McLaren Group Limited	6 years						2
Amy Weaver Incoming CEO¹ Direct Relief	2 years						0
Miles White Former Executive Chairman Abbott Laboratories	16 years						0

AFC:	Audit & Finance Committee	CRC:	Corporate Responsibility Committee		Member
CC:	Compensation Committee	EC:	Executive Committee		Committee Chair
GC:	Governance Committee			F	Financial Expert

Our Planet	● In 2023, more than 88% of restaurants in markets with advanced infrastructure offered guests the opportunity to recycle and/or compost packaging items. ● Over 99% of sourced volumes supported a deforestation-free supply chain in 2023 across our primary commodities (beef, soy for chicken feed, palm oil, coffee and fiber used in guest packaging).
Jobs, Inclusion & Empowerment	● As of year-end 2023, the Archways to Opportunity® program had awarded over $200 million in tuition assistance to restaurant staff. ● Results of the 2024 pay gap analysis showed that women globally in Company-owned and operated markets were paid 99.93 cents on the dollar in base pay on average of what men were paid for similar work.
Food Quality & Sourcing	● In 2023, we featured water, milk or juice as the Happy Meal beverage, and fruit, vegetable or dairy items as one of the Happy Meal sides in 100% of the ads the Company directed to children across our 20 major markets. ● Over 60,000 food safety audits were conducted at McDonald’s restaurants in 2023.
Community Connection	● As of December 2023, we have achieved our Youth Opportunity goal ahead of our target year, with 2.2 million young people having participated in training programs and/or been hired in McDonald’s Company-owned and operated or participating franchisee restaurants. ● The Company, along with its franchisees and customers, donated approximately $212 million to Ronald McDonald House Charities in 2023, helping the charity provide approximately 2.7 million overnight stays for RMHC families around the world.


	Pay for performance				Drive business results with a focus on creating long-term shareholder value				Pay competitively

WHAT WE DO		WHAT WE DO NOT DO
	Strong pay-for-performance alignment		Employment agreements
	Robust performance targets, and payouts under our incentive plans can vary significantly based on Company performance		Change in control agreements
	Performance metrics support our growth strategy and are designed to align interests of management with interests of shareholders		Tax gross-ups on perquisites**
	Majority of total direct compensation paid over the long term		Granting discounted stock options
	Robust stock ownership and retention requirements		Repricing of stock options
	Clawback provisions in equity agreements and STIP		Backdating of stock options
	Independent compensation consultant		Encourage unreasonable risk-taking
	Double-trigger change in control equity provisions		Hedging or pledging of Company stock
	Annual compensation peer group review		Excessive perquisites
	Annual “Say-on-Pay” vote		** Other than standard relocation or expatriation benefits

Item to be Voted on		Our Board’s Voting Recommendation		Page
MANAGEMENT PROPOSALS
Proposal 1	Election of 11 Directors to Serve Until our 2026 Annual Shareholders’ Meeting and Until Their Successors Have Been Elected and Qualified		each of our Board’s Director nominees	18
Proposal 2	Advisory Vote to Approve Executive Compensation			49
Proposal 3	Advisory Vote to Ratify the Appointment of Ernst & Young LLP as Independent Auditor for 2025			78
SHAREHOLDER PROPOSALS
Proposals 4–6	Advisory Vote on Three Shareholder Proposals, Each Only if Properly Presented		each shareholder proposal	81

PROPOSAL 1: Election of Directors

Our Board unanimously recommends that you vote FOR each of its Director nominees.


Anthony Capuano	Kareem Daniel	Lloyd Dean	Catherine Engelbert	Margaret Georgiadis	Michael Hsu	Christopher Kempczinski	Jennifer Taubert	Paul Walsh	Amy Weaver	Miles White

Board Leadership Responsibilities	● Presiding over all executive sessions of the independent Directors of the Board, including leading the Board on succession planning for the Chairman/CEO ● Calling meetings of independent Directors ● Presiding at all meetings of the Board at which the Chairman/CEO is not present ● Together with the Compensation Committee, leading the annual CEO performance evaluation, considering performance as Chairman as well ● Overseeing the process for Chairman/CEO succession planning ● Liaising with Directors considering other public company board directorships

Interactions with Stakeholders	● Being available for consultation and direct communication, if requested by major shareholders ● Receives information regarding the Company's communications with shareholders and other stakeholders
Interactions with Stakeholders

Agenda Setting; Board Information; and Interactions with the Chairman/CEO	● Collaborating with the Chairman/CEO regarding the agenda and schedule for Board meetings ● Providing input on meeting materials shared with the Board ● Providing feedback to the Chairman/CEO on the presentations made to and discussions with the Board ● Providing feedback to the Chairman/CEO after executive sessions of the independent Directors ● Acting as the principal liaison between independent Directors and the Chairman/CEO

		Ongoing Succession Planning & Candidate Identification Our Governance Committee continuously considers the current and long-term needs of our evolving business and seeks potential Director candidates consistent with our Director Selection Process guidelines in light of then-existing Board composition. It conducts a search process to identify qualified Director candidates, which includes the use of an independent third-party search firm to assess the alignment of potential candidates’ skills, experiences and backgrounds with our business strategy and values. Among other attributes, it considers the qualifications and skills described under “Director Qualifications” on page 18 and “Board Demographics” on page 33.

		Meeting with Candidates Potential Director candidates are interviewed by our Chairman, Lead Independent Director, and members of the Governance Committee. Candidates undergo a rigorous screening process and are assessed on their ability to meaningfully contribute to our Board’s oversight of an array of issues in light of the diverse demands of our global business.

		Decision and Nomination Our Governance Committee recommends, and our full Board nominates, the Director candidates best qualified to serve the interests of our Company and shareholders.

		Election Shareholders consider the Director nominees and elect Directors at our Annual Shareholders’ Meeting to serve one-year terms. Our Board may also elect Directors on the recommendation of our Governance Committee throughout the year when determined to be in the best interests of our Company and shareholders. In that case, such Directors would stand for re-election by shareholders at the next Annual Shareholders’ Meeting.

Corporate Responsibility Committee	Meetings in 2024: 3

		Annual Board Self-Evaluation The self-evaluation process seeks individual Director feedback on our Board’s role, Committee structure, relationship with management, meeting agendas, oversight of strategy and risk and other Board-related topics. The Governance Committee may choose to benchmark the practices of other boards of directors, circulate surveys, questionnaires and evaluation forms, hire outside consultants and advisors and use such other methods as it may deem helpful and appropriate.

		Discussion of Results Our Governance Committee Chair presents the results of the self-evaluation to our Board.

		Incorporation of Feedback Our Board assesses progress in the areas targeted for improvement from the prior evaluation and develops action plans aimed at enhancing our Board’s and Committees’ effectiveness over the next year. Items requiring follow-up are monitored on an ongoing basis by our Board and Committees.

BOARD OF DIRECTORS

Annual Review of Strategic Risks
	Strategy	Capital structure	Competitive landscape	Management succession planning

COMMITTEES

Primary Areas of Risk Oversight
Audit & Finance	Compensation	Governance	Corporate Responsibility
● Financial reporting ● Internal controls ● Enterprise risk process ● Cybersecurity and Technology ● Capital Structure ● Treasury ● Compliance ● Tax planning	● Executive compensation ● Incentive plans ● Global compensation programs and policies	● Director selection ● Board succession ● Director compensation ● Governance structure	● Brand trust ● Environment and sustainability, including climate ● Food safety ● Corporate responsibility ● Human Rights ● Human capital, including workforce and workplace matters ● Labor matters, including activism ● Government affairs ● Corporate reputation ● Franchise relations ● Public policy

MANAGEMENT

Key Risk Responsibilities
	Design and execute risk management programs	Identify, analyze, mitigate, and escalate risks	Evaluate and prioritize risks into tiers, further escalating to our CEO, Board and/or Committees, as appropriate	Ongoing engagement with Committee Chairs on respective areas of primary risk oversight

Our Planet
		Recent Highlights ● In 2023, more than 88% of restaurants in markets with advanced infrastructure offered guests the opportunity to recycle and/or compost packaging items. ● Over 99% of sourced volumes supported a deforestation-free supply chain in 2023 across our primary commodities (beef, soy for chicken feed, palm oil, coffee, and fiber used in guest packaging.

Food Quality & Sourcing
		Recent Highlights ● Over 60,000 food safety audits were conducted at McDonald’s restaurants in 2023. ● In 2023, we featured water, milk or juice as the Happy Meal beverage, and fruit, vegetable or dairy items as one of the Happy Meal sides in 100% of the ads the Company directed to children across our 20 major markets.

Jobs, Inclusion & Empowerment
		Recent Highlights ● As of year-end 2023, the Archways to Opportunity® program had awarded over $200 million in tuition assistance to restaurant staff. ● Results of the 2024 pay gap analysis showed that women globally in Company-owned and operated markets were paid 99.93 cents on the dollar in base pay on average of what men were paid for similar work.

Community Connection
		Recent Highlights ● As of December 2023, we have achieved our Youth Opportunity goal ahead of our target year, with 2.2 million young people having participated in training programs and/or been hired in McDonald’s Company-owned and operated or participating Franchisee restaurants. ● The Company, along with its franchisees and customers, donated approximately $212 million to RMHC in 2023, helping the charity provide approximately 2.7 million overnight stays for RMHC families around the world.

Q1►Q2	Before Annual Shareholders’ Meeting	Q2	Annual Shareholders’ Meeting
● Offer discussions with all shareholder proposal proponents ● Engage with shareholders on items related to voting matters at the Annual Meeting ● Report on shareholder engagement feedback to Governance Committee		● Publish Proxy Statement and Annual Report ● Engage with shareholders in attendance at the meeting ● Receive voting results

Q3	After Annual Shareholders’ Meeting	Q4►Q1	Off-Season Engagement & Evaluation of Practices
● Discuss voting results from the meeting, as well as shareholder feedback, and determine if any follow-up actions are appropriate ● Consider focus areas for off-season engagement with shareholders and other stakeholders ● Review corporate governance trends, regulatory developments and our corporate governance documents, policies and practices		● Engage with shareholders and other stakeholders to better understand their viewpoints on key issues and inform Board and management discussions ● Attend and participate in investor and governance-related events to better understand emerging trends and further engage with shareholders and other stakeholders ● Evaluate potential changes to policies and practices considering feedback received from our shareholders and other stakeholders and our existing practices


	FEES EARNED OR	STOCK	ALL OTHER
NAME	PAID IN CASH ($)⁽¹⁾	AWARDS ($)⁽²⁾	COMPENSATION ($)⁽³⁾	TOTAL ($)
Anthony Capuano	120,000	203,060	10,000	333,060
Kareem Daniel	120,000	203,060	10,000	333,060
Lloyd Dean	145,000	203,060	10,000	358,060
Catherine Engelbert	150,000	203,060	10,000	363,060
Margaret Georgiadis	120,000	203,060	10,000	333,060
Enrique Hernandez, Jr.⁽⁴⁾	145,357	78,356	10,000	233,713
Michael Hsu⁽⁵⁾	73,187	125,464	10,000	208,651
John Mulligan	134,130	203,060	10,000	347,191
Jennifer Taubert	120,000	203,060	10,000	333,060
Paul Walsh	145,000	203,060	10,000	358,060
Amy Weaver	120,000	203,060	10,000	333,060
Miles White	175,495	203,060	10,000	388,555


		OUTSTANDING
NAME		STOCK AWARDS
Anthony Capuano		1,706
Kareem Daniel		1,592
Lloyd Dean		14,104
Catherine Engelbert		3,911
Margaret Georgiadis		10,026
Enrique Hernandez, Jr.		688
John Mulligan		9,269
Jennifer Taubert		2,565
Paul Walsh		5,428
Amy Weaver		1,592
Miles White		22,092


	table of contents
	1 Our 2024 Year in Review	51
	2 Named Executive Officers	52
	3 Compensation Guiding Principles	52
	4 Aligning Compensation with Business Strategy	53
	5 Compensation Setting Process	54
	6 Performance-Based Compensation Metrics	57
	7 2024 Direct Compensation Elements	58
	8 Adjustments to Reported Results	62
	9 Other Compensation Elements	63
	10 Compensation Policies & Practices	64
	11 Mitigating Risk in Executive Compensation	65

2024 STIP FINANCIAL PERFORMANCE VS TARGETS
Systemwide Sales Growth		Operating Income Growth

2022–2024 PRSUs VS TARGETS
3-Year Compound Annual Earnings Per Share (“EPS”) Growth		3-Year Average Annualized Return on Invested Capital (“ROIC”)

OUR NEOS FOR 2024 ARE LISTED BELOW:
Christopher Kempczinski	Ian Borden	Joseph Erlinger	Gillian McDonald	Desiree Ralls-Morrison
Chairman, President and Chief Executive Officer (“CEO”)	Executive Vice President and Global Chief Financial Officer (“CFO”)	President, McDonald’s USA	President, International Operated Markets	Executive Vice President, Global Chief Legal Officer