Form 4: Restaurant Brands International Executive Awarded Performance and Restricted Share Units

Thomas Benjamin Curtis, President of Burger King U.S. and Canada, received performance-based and restricted share units in Restaurant Brands International Inc.

Summary

• Thomas Benjamin Curtis, President of Burger King U.S. and Canada, reported changes in beneficial ownership to the SEC on July 9, 2024.
• The report details the acquisition of restricted share units (RSUs) and performance share units (PSUs) in Restaurant Brands International Inc. (QSR) on July 5, 2024.
• These units represent a contingent right to receive common shares, with the number of shares earned from PSUs subject to performance conditions over various periods.
• The vesting schedules for RSUs vary, with installments occurring on different dates in December of each year from 2021 to 2027.
• The performance periods for PSUs also vary, spanning from January 1, 2021, to February 23, 2027, with vesting dates in September 2024 and February/March of 2025, 2026, and 2027.
• Dividend equivalent rights accrue on both RSUs and PSUs, vesting proportionately with the underlying units.
• Following the reported transactions, Curtis directly owns 27,104.1023 common shares and holds a significant number of derivative securities, including RSUs and PSUs.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The granting of equity-based compensation is a standard practice and aligns executive interests with shareholder value. The performance-based component adds a positive element, incentivizing strong performance.

Positives

• The granting of RSUs and PSUs to a key executive like Thomas Benjamin Curtis aligns his interests with the long-term performance of Restaurant Brands International.
• The performance-based vesting of PSUs incentivizes Curtis to achieve specific performance goals, potentially driving value for shareholders.
• The staggered vesting schedules of both RSUs and PSUs encourage continued commitment and retention of the executive.

Risks

• The actual number of common shares earned from PSUs is subject to performance conditions, which may not be fully met, potentially diluting the intended incentive.
• The value of the RSUs and PSUs is tied to the performance of Restaurant Brands International's stock, which is subject to market fluctuations and other external factors.

Future Outlook

The document outlines future vesting dates for restricted share units and performance share units, contingent on continued service and achievement of performance goals.

Industry Context

Granting stock-based compensation is a common practice in the restaurant industry to incentivize executives and align their interests with shareholders. These grants are designed to reward performance and encourage long-term commitment.

Comparison to Industry Standards

• Companies like McDonald's (MCD) and Yum! Brands (YUM) also utilize stock-based compensation for their executives.
• The specific terms and conditions of these grants, such as vesting schedules and performance metrics, can vary significantly between companies.
• Benchmarking against industry peers would require a detailed analysis of the compensation packages offered by comparable companies.

Stakeholder Impact

• Shareholders: The granting of performance-based equity can align management's interests with shareholder value creation.
• Employees: The executive's performance can impact the overall success of the company, potentially affecting employee opportunities and job security.

Key Dates