Form 4: Restaurant Brands International Executive Acquires Shares and Receives Performance-Based Units

Jeffrey W. Klein, President of Popeyes-US & Canada, acquired shares in Restaurant Brands International through a bonus swap program and received restricted and performance-based share units.

Summary

• Jeffrey W. Klein, President of Popeyes-US & Canada, filed a Form 4 detailing changes in beneficial ownership of Restaurant Brands International Inc. (QSR) securities.
• On February 28, 2025, Klein acquired 1,861 common shares at $65.19 per share through the Issuer's 2024 Bonus Swap Program under its 2023 Omnibus Incentive Plan.
• Klein elected to use 50% of his 2024 net bonus to purchase these shares.
• He also received a grant of 6,979 restricted share units (RSUs) under the same program, vesting in equal installments from December 15, 2025, to December 15, 2028.
• Additionally, Klein was granted 34,514 performance-based restricted share units (PBRSUs) that will vest on March 15, 2028, subject to performance conditions over a period ending February 28, 2028.
• Following these transactions, Klein beneficially owns 20,762.7801 common shares, 1,609.6577 restricted share units vesting from December 15, 2023, 3,746.7069 restricted share units vesting from December 15, 2024, 10,227.1897 performance share units vesting February 22, 2026, 22,878.0578 performance share units vesting March 15, 2027, 6,979 restricted share units vesting from December 15, 2025, and 34,514 performance share units vesting March 15, 2028.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The executive's participation in the bonus swap program and receipt of performance-based units suggest confidence in the company's future, but the document itself is simply a regulatory filing.

Positives

• Executive's participation in the Bonus Swap Program demonstrates confidence in the company's future performance.
• The structure of the performance-based share units aligns executive compensation with long-term company performance.

Negatives

• If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2025 RSUs that have not yet vested.

Risks

• The value of the performance-based share units is contingent on the company achieving specific performance targets, which may not be met.
• The forfeiture clause on the restricted share units could incentivize the executive to hold the investment shares even if it's not in their best financial interest.

Future Outlook

The document outlines future vesting dates for restricted and performance-based share units, contingent on continued employment and achievement of performance targets.

Industry Context

Executive compensation packages often include a mix of salary, bonus, and equity-based awards to align management's interests with those of shareholders. The use of performance-based units is a common practice to incentivize long-term value creation.

Comparison to Industry Standards

• Many companies in the restaurant industry, such as McDonald's (MCD) and Starbucks (SBUX), utilize similar equity-based compensation plans for their executives.
• Performance-based metrics often include revenue growth, profitability, and return on invested capital, aligning executive incentives with key financial goals.
• The vesting schedules for restricted share units are generally in line with industry standards, typically ranging from three to five years.

Stakeholder Impact

• Shareholders may view the executive's increased ownership as a positive sign, aligning management's interests with their own.
• Employees may be motivated by the executive's participation in the bonus swap program, seeing it as a commitment to the company's success.

Key Dates