Anthony Capuano
MCDONALDSAbout Anthony Capuano
Anthony “Tony” Capuano is President and CEO of Marriott International and an independent director of McDonald’s Corporation. Age 59 with two years of board tenure at McDonald’s, he joined MCD’s board in 2022 as part of the refresh and brings 25+ years of global development, operations, and customer-experience leadership from Marriott, including public company board service and sustainability oversight via Marriott’s Social Impact committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marriott International | President & CEO | 2023–Present | Leads global hospitality brand; customer experience and loyalty perspective for MCD |
| Marriott International | CEO | 2021–2023 | Global development, operations oversight |
| Marriott International | Group President, Global Development, Design and Operations Services | 2020–2021 | Significant global development experience |
| Marriott International | EVP & Global Chief Development Officer | 2009–2020 | Large-scale pipeline growth, real estate expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marriott International | Director | Current | Service on board Social Impact committee (sustainability and corporate responsibility insights) |
Board Governance
- Independence: The Board determined all non-management directors, including Capuano, are independent under NYSE and MCD standards; CEO Kempczinski is not independent .
- Committee assignments: Compensation Committee member; Corporate Responsibility Committee member .
- Meeting cadence and attendance: Board met seven times in 2024; committee meetings included Compensation (4) and Corporate Responsibility (3). Directors averaged 96% attendance, with each attending at least 75% of Board/committee meetings; directors are expected to attend all or substantially all meetings and the Annual Meeting .
- Executive sessions: Regular independent director executive sessions are held around each Board meeting .
- Outside board service limits: MCD policy caps directors at three public boards (in addition to MCD) with pre-clearance required; conflicts in scheduling must prioritize MCD attendance .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $120,000 | Standard non-management director retainer |
| Equity (common stock equivalent units) | $205,000 | Annual value under Directors’ Plan; 2024 grant fair value recorded at $203,060 for Capuano |
| Committee chair fees | $0 | Not a chair; chair fees are $30,000 (AFC) and $25,000 (Comp, Gov, CRC) |
| Charitable match | $10,000 | Company matches up to $10,000 annually; Capuano received $10,000 in 2024 |
2024 director compensation (Capuano): Cash $120,000; Stock awards (ASC 718) $203,060; Other $10,000; Total $333,060 .
Performance Compensation
- Directors do not receive performance-based pay; annual equity is granted as common stock equivalent units credited at the closing share price on grant date and settled in cash after board service ends. Deferral elections allow converting cash retainers to additional stock equivalent units; no options or PRSUs for directors, no performance conditions tied to director equity .
Other Directorships & Interlocks
| Company | Role | Interlock/Consideration |
|---|---|---|
| Marriott International | CEO and Director | Marriott is included in MCD’s executive compensation peer group; Capuano serves on MCD’s Compensation Committee, presenting a potential benchmarking interlock to monitor for conflicts and recusal practices |
Expertise & Qualifications
- Brand management; customer-centric strategy; digital; finance/capital markets; global experience; human capital; marketing; other public company board; real estate; sustainability/corporate responsibility .
- Marriott experience adds loyalty program and guest-experience insights relevant to MCD’s digital and restaurant experience strategy .
Equity Ownership
| Holder | Common Stock | Stock Equivalents | Total Units |
|---|---|---|---|
| Anthony Capuano | 117 | 1,706 | 1,823 |
| Cumulative outstanding stock awards (12/31/2024) | — | 1,706 | — |
- Director stock ownership guidelines: 5x annual cash retainer within five years; all directors in compliance. Hedging and pledging of company stock prohibited for directors; robust stock ownership requirements disclosed .
- Aggregate director/executive ownership: group owns less than 1% of outstanding common stock .
Governance Assessment
- Independence and engagement: Independent status, high aggregate attendance, and participation on key committees (Compensation; Corporate Responsibility) support board effectiveness and oversight .
- Compensation alignment: Director pay mix balanced—cash retainer plus equity units—promoting alignment via stock-linked value; no perquisites over $10,000; clear deferral and settlement mechanics; strong ownership requirements .
- Potential conflicts (RED FLAG to monitor): Interlock risk as CEO/director of Marriott while serving on MCD’s Compensation Committee, given Marriott’s inclusion in MCD’s pay benchmarking peer group. Best practice would be documented recusal on any Marriott-specific peer decisions; proxy confirms consultant independence but does not detail per-director recusals .
- Related-party transactions: None since January 1, 2024 within SEC definitions—reducing direct conflict risk .
- Policy safeguards: No director hedging/pledging; outside board cap and pre-clearance; regular executive sessions; strong stock ownership guidelines; robust shareholder engagement program .
- Overall signal: Capuano’s hospitality/real-estate expertise is additive to MCD’s restaurant development and customer experience agenda; monitor peer-group process governance to mitigate interlock optics on the Compensation Committee .