Amy Weaver
MCDONALDSAbout Amy Weaver
Amy Weaver (age 58) is an independent director of McDonald’s with two years of board tenure. She brings senior leadership experience from Salesforce, where she served as President and CFO (2021–2025) and previously led legal and corporate affairs; she is designated an “audit committee financial expert.” She is currently the incoming Chief Executive Officer of Direct Relief (effective May 5, 2025). Committee memberships: Audit & Finance and Governance; other public company boards: none .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Salesforce Inc. | President & CFO | 2021–2025 | Led global finance; prior leadership of legal and corporate affairs contributed perspective on strategy, finance, regulatory and public policy matters |
| Salesforce Inc. | President & Chief Legal Officer | 2020–2021 | Led legal and corporate affairs |
| Salesforce Inc. | President, Legal Corporate Affairs & General Counsel | 2017–2020 | Senior legal leadership |
| Salesforce Inc. | EVP & General Counsel | 2015–2017 | Senior legal leadership |
| Salesforce Inc. | SVP & General Counsel | 2013–2015 | Senior legal leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Direct Relief (global humanitarian aid) | Incoming CEO | 2025–Present | Expected to assume CEO role May 5, 2025 |
| Other public company boards | None | — | No other public company directorships; board matrix shows “0” |
Board Governance
- Independence: The Board determined all non-management directors, including Amy Weaver, are independent under NYSE and company standards; CEO is not independent .
- Committees: Audit & Finance (member), Governance (member). Audit & Finance is chaired by Catherine Engelbert; Weaver is designated an audit committee financial expert .
- Executive sessions: Regular executive sessions without management; Chairman presides, Lead Independent Director presides as needed .
- Attendance: In 2024, directors on average attended 96% of Board and committee meetings; each director attended at least 75%. Directors elected at the 2024 meeting attended the Annual Meeting .
- Outside board service policy: Directors may serve on no more than three public company boards in addition to McDonald’s; notice and consent required before accepting new public boards .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Standard non-management director cash retainer |
| Committee chair fees | N/A | Only chairs receive retainers: $30,000 (Audit & Finance Chair); $25,000 (Compensation, Governance, Corporate Responsibility Chairs). Weaver is not a chair |
| All other compensation | $10,000 | Company matches up to $10,000 in charitable contributions annually; Weaver received $10,000 match in 2024 |
| 2024 total director compensation | $333,060 | Fees earned in cash $120,000; stock awards $203,060; all other $10,000 |
Performance Compensation
| Element | 2024 Value/Design | Metrics/Vesting | Notes |
|---|---|---|---|
| Annual equity (common stock equivalent units) | $205,000 program value; Weaver’s 2024 grant date fair value $203,060 | Not performance-based; units credit dividends, reflect stock gains/losses; settled following director’s departure; deferral elections permitted into stock equivalents; paid in cash at distribution | Grant value based on closing price on grant date; directors may defer cash retainers into additional stock equivalents |
No performance-conditioned director pay metrics are disclosed (director equity is fixed-value stock equivalent units, not PRSUs/options tied to EPS/ROIC/TSR). This aligns with market practice for independent directors .
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlock/Conflict Notes |
|---|---|---|---|
| None | — | — | No other public company boards; reduces interlock/conflict risk |
Expertise & Qualifications
- Audit committee financial expert; supports oversight of financial statements and reporting .
- Technology/cybersecurity, digital, finance/capital markets, global experience, human capital management; Board skills matrix attributes these areas to Weaver .
Equity Ownership
| Holder | Common Stock (shares) | Stock Equivalents (units) | Total | Ownership % of Outstanding |
|---|---|---|---|---|
| Amy Weaver | 0 | 1,592 | 1,592 | 0.00022% (calc: 1,592 / 715,072,124) |
- Outstanding director stock awards as of 12/31/2024: Weaver 1,592 units .
- Directors are prohibited from pledging and hedging company stock; Stock Ownership Guidelines for Directors require holdings equal to five times the annual cash retainer within five years. All Directors are currently in compliance .
Insider Trades (Form 4 – Director Plan Credits)
| Transaction Date | Filing Date | Type | Security | Qty Credited | Post-Transaction Units | SEC Filing |
|---|---|---|---|---|---|---|
| 2024-12-31 | 2025-01-03 | Award | Phantom Stock (Director Plan) | 700.47 | 1,591.90 | https://www.sec.gov/Archives/edgar/data/63908/000156761925000022/0001567619-25-000022-index.htm |
| 2025-03-31 | 2025-04-02 | Award | Phantom Stock (Director Plan) | 96.04 | 1,697.11 | https://www.sec.gov/Archives/edgar/data/63908/000156761925000264/0001567619-25-000264-index.htm |
| 2025-06-30 | 2025-07-01 | Award | Phantom Stock (Director Plan) | 102.68 | 1,707.25 | https://www.sec.gov/Archives/edgar/data/63908/000156761925000360/0001567619-25-000360-index.htm |
| 2025-09-30 | 2025-10-01 | Award | Phantom Stock (Director Plan) | 98.72 | 1,919.21 | https://www.sec.gov/Archives/edgar/data/63908/000006390825000049/0000063908-25-000049-index.htm |
Data source: Insider-trades skill (Form 4); director awards reflect periodic credits of stock equivalent units under the Directors’ Plan.
Governance Assessment
- Strengths: Independence affirmed; dual committee service on Audit & Finance and Governance; audit committee financial expert designation; no other public boards limiting interlocks; compliance with stringent Director ownership guidelines; prohibitions on pledging/hedging enhance alignment .
- Engagement: Board conducts frequent executive sessions; orientation and continuing education practices; robust shareholder engagement program; average meeting attendance strong (96%) in 2024; each director ≥75% attendance .
- Director compensation mix: Balanced cash retainer ($120k) and equity via stock equivalent units (~$205k program value; Weaver $203,060 grant); optional deferral promotes long-term alignment; no chair fees apply to Weaver as non-chair .
- Related-party/conflicts: Board independence review found no material relationships for non-management directors, including Weaver; formal policy governs related person transactions with arm’s-length and materiality safeguards .
RED FLAGS
- None identified in disclosures: no pledging/hedging; no other public company interlocks; independence affirmed; director attendance robust at the Board level .