Desiree Ralls-Morrison
MCDONALDSAbout Desiree Ralls-Morrison
Executive Vice President, Global Chief Legal Officer and Corporate Secretary at McDonald’s since April 2021; age 58 as of the FY2024 10-K, overseeing global legal operations and advising the Board and CEO . 2024 corporate results came in below expectations, driving a 27.6% STIP payout; however, the 2022 PRSUs paid out at 170.2% in early 2025, highlighting long-term pay-for-performance rigor . Company revenue and EBITDA have grown over FY2022–FY2024.
Company performance (for context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $22,854,000,000* | $25,179,000,000* | $25,497,000,000* |
| EBITDA ($USD) | $12,236,000,000* | $13,724,000,000* | $13,949,000,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boston Scientific Corporation | SVP, General Counsel & Corporate Secretary | Nov 2017 – Apr 2021 | Led global legal across businesses, regions and functions |
| Boehringer Ingelheim USA, Inc. | SVP, General Counsel & Corporate Secretary | Oct 2013 – Oct 2017 | Drove legal leadership in U.S. operations |
| Johnson & Johnson (Consumer Group) | General Counsel, Consumer Group | Prior to 2013 | Led consumer segment legal strategy |
| Kelley Drye & Warren LLP; Shipman & Goodwin LLP | Litigation roles | Early career | Foundational litigation experience |
External Roles
| Organization | Role/Recognition | Year(s) | Notes |
|---|---|---|---|
| Black Enterprise Magazine | “Most Powerful Women in Corporate America” | 2019 | Recognition for corporate leadership |
| Financial Times | “Top Innovative General Counsels” | 2020 | Global recognition for legal innovation |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $800,000 | $820,833 | $845,833 |
| Target Bonus (% of Salary) | — | 100% | 100% |
| Actual STIP Paid ($) | $1,106,316 | $1,165,890 | $234,345 (27.6% of target) |
Multi-year total direct compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | $1,200,194 | $1,300,092 | $1,300,208 |
| Option Awards ($) | $1,200,041 | $1,300,052 | $1,300,008 |
| All Other Compensation ($) | $469,196 | $139,508 | $148,484 |
| Total ($) | $4,775,747 | $4,726,375 | $3,828,878 |
Performance Compensation
STIP design and 2024 outcome
| Component | Weighting | Design Detail | 2024 Outcome |
|---|---|---|---|
| Operating Income Growth | 40% | Margin and cash flow discipline | Incorporated into Corporate factor |
| Systemwide Sales Growth | 30% | Franchise system health proxy | Incorporated into Corporate factor |
| New Restaurant Openings | 15% | Development-led growth | Incorporated into Corporate factor |
| Strategic Scorecard | 15% | Values, engagement, franchising execution; 0–20 pts | 75% scorecard achievement |
STIP payout summary (Desiree Ralls-Morrison, 2024)
| Item | Value |
|---|---|
| Corporate factor | 19.2% |
| Strategic scorecard factor | 75% |
| Overall payout as % of target | 27.6% |
PRSU design and targets (2024 grant, vest in 2027)
| Metric | Weighting | Threshold | Target | Maximum | TSR Modifier | Cap |
|---|---|---|---|---|---|---|
| EPS Growth (3-yr CAGR) | 75% | 0.0% | 7.0% | 11.0% | ±25 points vs S&P 500 | 200%; if absolute TSR negative, 100% |
2022 PRSUs paid out at 170.2% in early 2025, reflecting strong three-year performance .
Equity Ownership & Alignment
Beneficial ownership and vesting
| Item | Value |
|---|---|
| Common Shares Beneficially Owned | 62,672 |
| Common Stock Equivalents | 86 |
| 2024 Stock Vested | 12,239 shares; $3,333,659 value |
| 2024 Options Exercised | 0 |
Outstanding PRSU schedule (as of 12/31/2024; shares include dividend equivalents)
| Grant Date | Vesting Date | Number of PRSUs |
|---|---|---|
| 2/14/2022 | 2/14/2025 | 8,057 |
| 2/13/2023 | 2/13/2026 | 4,927 |
| 2/12/2024 | 2/12/2027 | 4,367 |
2024 equity grants and options
| Instrument | Grant Date | Quantity/Terms | Fair Value |
|---|---|---|---|
| PRSUs | 2/12/2024 | 4,262 target; 8,524 max; vest 3 yrs on EPS/ROIC with TSR modifier | $1,300,208 |
| Stock Options | 2/12/2024 | 21,732; exercise price $289.44; 25% per year; 10-year term | $1,300,008 |
Ownership policies and alignment
- Executive stock ownership requirement: 4x salary; executives have 5 years; retention rules at 3 years and 5 years; all NEOs currently in compliance .
- Hedging/pledging: Prohibited for executives and directors .
- Deferred compensation (2024): Exec contribution $476,642; company contribution $102,433; earnings $243,274; year-end balance $1,565,084 .
Employment Terms
Severance economics (Officer Severance Plan; as if terminated 12/31/2024)
| Component | Amount |
|---|---|
| Cash severance (1x salary + target STIP) | $1,700,000 |
| Benefits continuation (COBRA subsidy) | $18,375 |
| Other (outplacement) | $14,700 |
| Total | $1,733,075 |
Change-in-control and award treatment
- No change-in-control agreements; no single-trigger, no 280G tax gross-ups .
- Equity plan treatment: Replacement awards expected upon CIPC; double-trigger vesting if terminated other than for “cause” within 2 years; if not replaced, RSUs/PRSUs accelerate per plan (PRSUs vest at target) .
- Options: Vest ratably; retirement/termination without cause can extend post-termination exercisability based on age/service; death/disability accelerates; voluntary departure forfeits unvested; “cause” forfeits .
- Post-termination indicative values (as of 12/31/2024): Options $1,053,949; PRSUs at target $3,570,575 for termination without “cause” .
- Clawbacks and restrictive covenants: Company has SEC/NYSE-compliant clawback policy; awards can be terminated/recaptured for willful fraud; restrictive covenants enforce forfeiture and recapture .
Performance & Track Record
- Legal leadership: Provides global legal oversight, supports strategy and risk management; advises Board and CEO .
- Capital markets legal opinions: Signed McDonald’s S-3 opinions for debt offerings (2022, 2023) and 8-K exhibit 5.1 opinion in 2025 .
- 2024 compensation program outcomes: Corporate STIP payout at 27.6% due to below-target performance; 2022 PRSUs paid 170.2% in 2025, underscoring long-term rigor .
Compensation Peer Group (Benchmarking)
- 2025 update: Added The Walt Disney Company; removed Johnson & Johnson and Walgreens Boots Alliance; effective for 2025 decisions .
Investment Implications
- Strong long-term alignment: Three-year PRSU design anchored on EPS and ROIC with a TSR modifier, plus option mix, creates high sensitivity to sustained profit growth and share price appreciation .
- Near-term discipline: 2024 STIP payout of 27.6% signals rigorous annual targets and pay-for-performance; watch for future STIP factor trends amid macro and development cadence .
- Ownership and retention risk: 4x salary stock ownership, no hedging/pledging, and clawbacks mitigate misalignment and reduce governance risk; severance economics ~1x salary+target STIP indicate standard market practice for non-CEO NEOs .
- Trading signals: PRSUs vest in mid-February (2025/2026/2027), and options vest annually on grant anniversaries—monitor Section 16 filings around these dates for any tax withholding or discretionary disposition patterns .
Appendices
Summary Compensation (detail for Desiree Ralls-Morrison)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $800,000 | $820,833 | $845,833 |
| Stock Awards ($) | $1,200,194 | $1,300,092 | $1,300,208 |
| Option Awards ($) | $1,200,041 | $1,300,052 | $1,300,008 |
| STIP ($) | $1,106,316 | $1,165,890 | $234,345 |
| All Other ($) | $469,196 | $139,508 | $148,484 |
| Total ($) | $4,775,747 | $4,726,375 | $3,828,878 |