Catherine Engelbert
MCDONALDSAbout Catherine Engelbert
Catherine Engelbert (age 60) has served on McDonald’s board for 5 years and is the Commissioner of the WNBA since 2019. A former CEO of Deloitte LLP and Deloitte & Touche LLP, she is designated an audit committee financial expert and currently chairs McDonald’s Audit & Finance Committee; she is independent under NYSE standards. Her background spans global operations, finance, risk management, and internal controls, directly supporting board oversight in a complex, franchise-driven business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WNBA | Commissioner | 2019–Present | Leads governance in pro sports; brand, stakeholder, risk experience |
| Deloitte LLP | Chief Executive Officer | 2015–2019 | Led >100,000 professionals; finance, talent, risk oversight |
| Deloitte & Touche LLP | Chairman & CEO | 2014–2015 | Governance, financial reporting leadership |
| Deloitte & Touche LLP | Partner | 1998–2019 | 33 years in public accounting; deep GAAP/ICFR expertise |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Royalty Pharma plc | Director | Not disclosed | Current public company directorship |
Board Governance
- Independence: All non-management directors, including Engelbert, are independent; CEO is not .
- Committee assignments:
- Audit & Finance Committee (Chair, financial expert)
- Corporate Responsibility Committee (Member)
- Executive Committee (Member)
- Committee activity:
- Audit & Finance: 8 meetings in 2024
- Corporate Responsibility: 3 meetings in 2024
- Executive: 0 meetings in 2024
- Attendance and engagement:
- Board met 7 times in 2024; average director attendance 96%; all directors ≥75%; virtual ASM attendance by elected directors .
- Audit & Finance remit includes oversight of: financial reporting, auditor retention, capital structure (dividends/buybacks), cybersecurity/privacy risk, financial policies, and franchise grant approvals to officers .
- Executive sessions held regularly; independent director leadership structure with a Lead Independent Director role (Miles White) and defined responsibilities .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $120,000 | Standard director cash retainer |
| Committee chair fee | $30,000 | Audit & Finance Committee Chair retainer |
| Equity grant (common stock equivalent units) | $203,060 | Aggregate grant date fair value for 2024 (settled in cash upon leaving board) |
| Other (charity match) | $10,000 | Company match to eligible charities |
| Total 2024 director compensation | $363,060 | Sum of cash, equity, match |
Program structure notes:
- Director package: $120,000 cash retainer, $205,000 annual stock unit grant, $30,000 Audit Chair fee; other committee chairs (Compensation/Governance/Corporate Responsibility) $25,000; Lead Independent Director received an additional $50,000 in 2024; equity component increased by $5,000 effective May 22, 2024 .
Performance Compensation
Directors do not receive performance-based incentives; equity grants are time-based stock equivalent units settled after service . For governance context (pay-for-performance oversight relevant to investor confidence), McDonald’s executive incentives use the following metrics and targets:
| Program | Metrics & Weights | Threshold | Target | Maximum |
|---|---|---|---|---|
| STIP (2024) | Operating Income Growth (40%); Systemwide Sales Growth (30%); New Restaurant Openings (15%); Strategic Scorecard (15%) | OI: 0%; SWS: 0%; NRO: 442 | OI: 5.9%; SWS: 6.1%; NRO: 489 | OI: 15.9%; SWS: 14.2%; NRO: 518 |
| PRSU (2024–2026) | EPS Growth (75%); ROIC (25%); TSR modifier (+/–25 pts vs S&P 500) | EPS: 0.0%; ROIC: 16.0% | EPS: 7.0%; ROIC: 20.0% | EPS: 11.0%; ROIC: 24.0% |
Observed payouts: Corporate STIP payout factor 27.6% for 2024; 2022 PRSUs vested at 170.2% (modifier at 57th TSR percentile) in early 2025 .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| Royalty Pharma plc | Director | No related person transactions disclosed at McDonald’s since Jan 1, 2024; board independence affirmed after commercial relationship review |
Expertise & Qualifications
- Audit committee financial expert; CPA background with 33 years in public accounting; deep knowledge of GAAP, ICFR, and SEC reporting .
- Leadership and human capital management experience from leading large organizations (Deloitte; WNBA) .
- Risk management, strategic investment, and regulatory committee experience at Deloitte’s private board .
- Relevant to McDonald’s oversight: finance/capital markets, brand/customer strategy, digital and cybersecurity oversight (via Audit & Finance scope) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Common stock owned | 2,079 shares | Direct/indirect holdings |
| Common stock equivalent units | 3,911 units | Directors’ Plan units; paid in cash at/after service end |
| Cumulative outstanding stock awards (12/31/2024) | 3,911 units | As reported in proxy |
| Ownership guidelines | 5× annual cash retainer within 5 years; all directors compliant; hedging/pledging prohibited | Governance Committee oversight |
Section 16(a) compliance:
- No delinquent filings noted for Engelbert; only exceptions in 2024 were Morgan Flatley (amended Form 3) and Kareem Daniel (late Form 4 for 2022 purchases) .
Governance Assessment
- Strengths: Independent director with deep audit/finance skillset serving as Audit & Finance Chair; clear oversight of financial reporting, auditors, and cybersecurity; high board attendance; robust director ownership and anti-hedging/pledging rules support alignment .
- Compensation alignment: Director pay mix is primarily cash retainer and stock unit grants (time-based), avoiding performance gaming; transparent program and modest chair fee premiums for committee leadership .
- Conflicts and related parties: No related person transactions disclosed for directors/officers since Jan 1, 2024; independence reviewed against commercial relationships; outside board service limited (≤3 additional boards), with required notice/consent to manage time commitments .
- RED FLAGS: None evident from disclosures—no pledging/hedging, no related party transactions, strong attendance, and rigorous committee accountability. Monitoring point: continued workload as WNBA Commissioner plus multiple committee memberships; McDonald’s policy requires pre-clearance for additional public boards and prioritization of McDonald’s meetings, mitigating time-risk .