Ian Borden
MCDONALDSAbout Ian Borden
Executive Vice President and Global Chief Financial Officer of McDonald’s. Nearly 30-year McDonald’s veteran who previously served as President, International; elevated to Global CFO and one of the company’s Named Executive Officers (NEOs) . Pay design ties a majority of compensation to performance: annual STIP metrics (Operating Income growth 40%, Systemwide Sales growth 30%, New Restaurant Openings 15%, Strategic Scorecard 15%) and 3‑year PRSUs (EPS growth 75%, ROIC 25% with an S&P 500 TSR modifier) . 2024 results drove a 27.6% STIP payout factor, while three‑year performance produced a 170.2% payout on 2022 PRSUs vesting in early 2025, illustrating short‑ vs long‑term alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| McDonald’s | EVP & Global Chief Financial Officer | 2023–Present (in role for 2023 STIP and 2024 program) | Oversees global finance; compensation metrics and guidance aligned to Accelerating the Arches (OI, Systemwide sales, openings; EPS/ROIC for LTI) |
| McDonald’s | President, International | Pre‑CFO (prior to 2023) | Led international markets; part of senior leadership transitions underpinning strategy execution |
External Roles
- No external public company directorships disclosed for Borden; NEO table lists him solely as EVP & Global CFO .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 847,257 | 900,000 | 941,667 (paid); Annualized base as of 12/31/24: 950,000 |
| STIP Target (% of Salary) | 120% (program baseline) | 125% | 130% |
| STIP Paid ($) | 1,807,170 | 1,589,850 | 340,490 |
| All Other Compensation ($) | 2,018,558 | 315,432 | 279,165 |
| Total Compensation ($) | 7,923,087 | 6,805,470 | 6,311,630 |
Notes:
- 2024 STIP corporate payout factor: 27.6% (applied to CEO and corporate‑based NEOs including Borden) .
- 2024 salary increase effective March 1; 2024 STIP target raised to 130% (from 125%) .
Performance Compensation
Annual Incentive (STIP) – Design and Payouts
| Element | Weight | Target calibration | 2024 Payout context |
|---|---|---|---|
| Operating Income Growth | 40% | Company/segment OI growth vs targets with pre‑set adjustment guidelines | Below target; factor contributed to 27.6% corporate payout |
| Systemwide Sales Growth | 30% | Franchise health/sales growth linkage | Below target; included in 27.6% corporate payout |
| New Restaurant Openings | 15% | Openings across U.S. and IOM | Included in 27.6% factor |
| Strategic Scorecard | 15% | Leadership efforts on values, engagement, franchising; qualitatively scored (75% achieved = 11.3 points) | 11.3 points awarded; part of 27.6% payout |
STIP adjustments follow pre‑established guidelines (e.g., restructuring, non‑cash impairments; FX excluded), applied consistently across programs .
Long‑Term Incentives (LTI)
| Award | 2024 Grant specs | Vesting | Performance calibration |
|---|---|---|---|
| PRSUs (50%) | Target 7,786 units; Max 15,572; Grant‑date fair value $2,375,275 | Cliff vest on 2/12/2027 subject to performance | EPS CAGR (75%) and ROIC (25%) over 3 years with TSR modifier; payout 0–200% (cap 100% if absolute TSR negative). 2024–2026 threshold/target/max: EPS 0%/7%/11%; ROIC 16%/20%/24% |
| Stock Options (50%) | 39,703 options @ $289.44; grant‑date value $2,375,033 | 25% per year over 4 years; 10‑year term; value only if price rises | N/A (price‑based) |
Recent vesting/outcomes:
- 2022 grant PRSUs (3‑yr period 2022–2024) paid at 170.2%; Borden received 10,909 shares vesting on 2/14/2025 .
- Upcoming scheduled PRSU settlements (assuming target performance): 7,580 on 2/13/2026; 7,977 on 2/12/2027 (includes dividend equivalents) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/1/2025) | 284,397 common shares |
| Outstanding/unvested equity | PRSUs unearned: 26,466 units ($7,672,229 at 12/31/24 price) |
| Options – exercisable/unexercisable | Multiple tranches; e.g., exercisable: 17,134 @ $116.73 (exp. 2/11/2026); 27,028 @ $128.09 (exp. 3/8/2027); … Unexercisable include 39,703 @ $289.44 (exp. 2/12/2034); full tranche listing per proxy |
| In‑the‑money value (CIC hypothetical) | Options $2,662,343; RSUs (target) $6,368,014; total $9,030,357 (12/31/24 price) |
| Ownership guidelines | 4x salary for other NEOs; executives must retain net shares until compliant; all NEOs compliant |
| Hedging/pledging | Prohibited |
| Clawback | SEC/NYSE‑compliant policy plus award‑level recoupment for misconduct |
Note: 2024 realized equity activity included 19,623 stock awards vested ($5,730,308) and 7,264 options exercised ($1,473,736) for Borden .
Employment Terms
| Topic | Key terms |
|---|---|
| Severance (U.S. Officer Severance Plan) | If terminated without “cause”: CFO cash = 1.5x (current salary + target STIP); COBRA subsidy 18 months; pro‑rated STIP based on actual performance; sabbatical payout; outplacement; 6‑month 409A delay if applicable |
| CFO quantified severance (as of 12/31/24) | Cash $3,277,500; Benefits $30,757; Other $160,854; Total $3,469,111 |
| Equity on termination | Options: retirement/qualifying no‑cause term may continue to vest; death/disability accelerate; cause forfeits. PRSUs/RSUs: pro‑rata vest (subject to performance) on retirement/no‑cause; death/disability vest at target; cause forfeits |
| Change in control | No individual CIC agreements; double‑trigger equity provisions apply under plan; no 280G gross‑ups |
| Restrictive covenants | Violations can lead to forfeiture/recoupment of awards |
| Deferred compensation | 2024: Exec contributions $151,891; Company $134,379; earnings $56,478; YE balance $491,254 |
| Perquisites/other | Limited perqs; risk‑based executive security; no tax gross‑ups on perqs; trailing tax equalization benefits from prior international assignments in 2024 |
Compensation Structure Analysis
- Mix and at‑risk pay: Majority performance‑based, with 50% PRSUs and 50% options for annual LTI; options preserve upside sensitivity; PRSUs cap at 200% and at 100% if absolute TSR negative—mitigating windfalls .
- 2024 calibration changes: STIP target increased for Borden to 130% (from 125%), while base salary annualized rose to $950k; target LTI value increased to $4.75M (from $4.0M) to align market competitiveness .
- Pay outcomes vs performance: 2024 corporate STIP factor 27.6% reflects discipline in a below‑target year, while 2022–2024 PRSUs paid 170.2%, showing strong multi‑year EPS/ROIC and relative TSR execution .
- Peer benchmarking: For 2025 decisions, peer group updated (added The Walt Disney Company; removed Johnson & Johnson and Walgreens Boots Alliance), indicating continued focus on talent market comparability .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay support ~92% at 2023 meeting; Committee considered feedback and retained core design with 2024 evolution of the strategic scorecard in STIP .
Equity Vesting Schedules and Potential Selling Pressure
- Scheduled PRSU settlements: 2/13/2026 (7,580 units) and 2/12/2027 (7,977 units) plus dividend equivalents if earned—potential Form 4 activity around these dates; options vest ratably each year and may generate routine sell‑to‑cover transactions upon exercises .
- Hedging/pledging prohibited; ownership guideline compliance reduces misalignment risk .
Investment Implications
- Alignment: High equity orientation (PRSUs + options) and 4x salary ownership guideline, with hedging/pledging prohibitions and robust clawback, support strong pay‑for‑performance and shareholder alignment .
- Retention: Market‑competitive increases to target LTI and STIP for 2024, plus severance of 1.5x salary+bonus and continued benefits, reduce near‑term retention risk .
- Signals: 2024 STIP factor (27.6%) underscores discipline amidst softer results, while 170.2% PRSU payout highlights multi‑year execution; mix of PRSUs (EPS/ROIC) and options keeps emphasis on profitable growth and capital efficiency .
- Watch items: Monitor upcoming PRSU vesting windows (Feb 2026/2027) and option vesting for liquidity events; track any revisions to PRSU targets or STIP weightings post‑2025 peer group update as indicators of changing performance hurdles .