Lloyd Dean

About Lloyd Dean

Lloyd H. Dean, age 74, is Chief Executive Emeritus and Founding Executive of CommonSpirit Health and has served on McDonald’s board for 9 years. He is an independent director and currently chairs the Compensation Committee, with additional service on the Executive and Governance Committees . His background includes decades of CEO experience in large healthcare systems, with expertise spanning finance, human capital management, and sustainability/corporate responsibility .

Past Roles

External Roles

Board Governance

• Independence: Board determined all non-management directors, including Dean, are independent under NYSE standards and the company’s independence criteria .
• Committee assignments and meeting cadence:
  • Compensation Committee (Chair; met 4 times in 2024). Members: Dean (Chair), Capuano, Daniel, Mulligan, Taubert, White; scope includes executive pay design, risk assessment, incentive plan oversight, and clawback policy .
  • Governance Committee (Member; met 8 times in 2024). Focus includes board structure, refreshment, succession, director pay guidelines, shareholder engagement, and governance risk oversight .
  • Executive Committee (Member; met 0 times in 2024). May exercise board powers between meetings .
• Attendance and engagement: Board met 7 times in 2024; directors averaged 96% attendance across board and committee meetings (each director ≥75%); directors are expected to attend the annual meeting and executive sessions are held regularly without management .
• Board leadership structure: Combined Chairman/CEO (Kempczinski) with a strong Lead Independent Director (Miles White) and all standing committees (other than Executive) comprised of independent directors .

Fixed Compensation

• Director compensation program elements (effective 2024):
  • Annual cash retainer: $120,000
  • Equity: annual grant of common stock equivalent units valued at $205,000 (increase approved May 22, 2024)
  • Committee chair retainers: $30,000 (Audit & Finance Chair); $25,000 for chairs of Compensation, Governance, Corporate Responsibility
  • Additional: charitable match up to $10,000; option to defer cash retainer into common stock equivalent units under the Directors’ Plan; no perquisites >$10,000 for any director in 2024 .

Notes:

• Common stock equivalent units are credited at closing share price on grant date, track dividends and price changes notionally, and are settled in cash after board service ends; directors may elect deferrals with installment options up to 15 years .

Performance Compensation

• Directors do not receive performance-based pay. As Compensation Committee Chair, Dean oversees the executive incentive framework and targets.

Signals:

• Low STIP payout vs strong 3-year PRSU payout evidences pay-for-performance alignment managed by Dean’s committee .

Other Directorships & Interlocks

• Outside board service policy limits directors to three public boards in addition to McDonald’s; notice and consent procedures required prior to joining another board .

Expertise & Qualifications

• Board skills matrix highlights Dean’s strengths in Brand Management, Customer-Centric operations, Finance/Capital Markets, Human Capital Management, Other Public Company Board experience, and Sustainability/Corporate Responsibility .

Equity Ownership

• Directors and executive officers as a group own less than 1% of common stock .
• Stock ownership guidelines: Directors must own shares equal to 5x annual cash retainer within five years; all directors are in compliance. Hedging and pledging of company stock are prohibited .

Governance Assessment

• Strengths:

  • Independence and committee leadership: Dean is an independent director leading the Compensation Committee; committees are fully independent with robust charters and risk oversight .
  • Pay framework discipline: STIP metrics balance top-line/system health with strategic execution; PRSUs emphasize EPS/ROIC with TSR modifier; 2024 and 3-year outcomes show calibration and alignment .
  • Attendance and engagement: High attendance across board/committees; regular executive sessions; structured shareholder engagement and Governance Committee oversight .
  • Ownership alignment: Strict ownership guidelines met by all directors; hedging/pledging ban; deferral options link director economics to stock performance .

• Watch items and conflicts:

  • No related-party transactions disclosed involving Dean; board policy requires disclosure, review, and approval/ratification; pre-approved immaterial classes defined .
  • Director equity is delivered as cash-settled common stock equivalent units (not voting shares), which reduces entrenchment risk but lessens direct voting-aligned ownership; mitigated by 5x retainer ownership guideline and compliance .

• Compensation committee process quality:

  • Committee membership breadth and use of independent consultant (Semler Brossy) for benchmarking and program review; director equity increased modestly in 2024 reflecting market data; clawback policy in place .

• Overall signal: Dean’s leadership on Compensation appears aligned with shareholder interests given tight annual payouts amid below-target performance and strong multi-year outcomes; independence, attendance, and ownership policies support investor confidence .