Form 4: Restaurant Brands International Executive Acquires Shares Through Bonus Swap Program

Jacqueline Friesner, SVP, Controller and Principal Accounting Officer of Restaurant Brands International, acquired shares through the company's 2024 Bonus Swap Program and received restricted share units.

Summary

• Jacqueline Friesner, a senior executive at Restaurant Brands International (QSR), filed a Form 4 disclosing changes in her beneficial ownership of the company's securities.
• On February 28, 2025, Friesner acquired 1,323 common shares at a price of $65.19 per share through the Issuer's 2024 Bonus Swap Program under its 2023 Omnibus Incentive Plan.
• Friesner elected to use 50% of her 2024 net bonus to purchase these common shares.
• In addition, she was granted 4,413 restricted share units (RSUs) and 16,873 performance-based restricted share units (PBRSUs) as part of the same program.
• The RSUs vest in equal installments on December 15 of each year from 2025 to 2028.
• The PBRSUs have a performance period from February 28, 2025, to February 28, 2028, and will vest on March 15, 2028, with the number of shares earned subject to performance conditions.
• Friesner directly owns 182,897.091 common shares following the reported transactions.
• She also holds exchangeable units convertible into 9,098 common shares, options to buy 70,000 common shares, and various restricted and performance share units.
• The filing also details the vesting schedules and performance conditions associated with these derivative securities.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The executive's participation in the bonus swap program suggests confidence in the company. The structure of the equity awards aligns executive compensation with long-term shareholder value.

Positives

• The executive's participation in the Bonus Swap Program demonstrates confidence in the company's future performance.
• The structure of the RSUs and PBRSUs aligns executive compensation with long-term shareholder value.

Risks

• The value of the restricted and performance share units is contingent on the company's performance and stock price.
• If Friesner sells any of the Investment Shares, she will forfeit all of the 2025 RSUs that have not yet vested.

Future Outlook

The vesting of restricted and performance share units is contingent on continued employment and the achievement of performance goals.

Industry Context

Executive compensation packages often include equity-based awards to align management's interests with those of shareholders. Bonus swap programs are a way for executives to increase their ownership stake in the company.

Comparison to Industry Standards

• Restaurant Brands International's executive compensation practices are generally in line with those of other large publicly traded restaurant companies such as McDonald's (MCD) and Starbucks (SBUX).
• These companies also utilize a mix of salary, bonus, stock options, and restricted stock units to incentivize their executives.
• The specific terms of the equity awards, such as vesting schedules and performance conditions, vary from company to company.

Stakeholder Impact

• The executive's increased ownership stake could be viewed positively by shareholders.
• The equity-based compensation structure aligns management's interests with those of shareholders.

Key Dates