Michael Hsu

About Michael Hsu

Michael Hsu (age 60) is an independent director of McDonald’s and currently Chairman and CEO of Kimberly‑Clark Corporation; he joined McDonald’s Board on May 22, 2024 and serves on the Audit & Finance and Corporate Responsibility Committees, qualifying as an “audit committee financial expert.” His background includes senior leadership in consumer products, global supply chain, operations, and digital/e‑commerce from Kimberly‑Clark and Kraft Foods, and he previously served on the board of Texas Instruments Incorporated .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit & Finance and Corporate Responsibility; not a committee chair at McDonald’s; the Audit & Finance Committee met 8 times and the Corporate Responsibility Committee met 3 times in 2024 .
• Independence: The Board determined all non‑management directors, including Michael Hsu, are independent under NYSE standards and the company’s independence criteria .
• Attendance: Directors are expected to attend all or substantially all Board/Committee meetings; in 2024, Board met 7 times and average director attendance was 96% with each director attending at least 75%; all directors elected at the 2024 meeting attended the virtual 2024 Annual Shareholders’ Meeting .
• Executive sessions: Regular executive sessions of independent directors are held before/after Board meetings; the Chairman or Lead Independent Director presides as appropriate; executive sessions also occur at committees throughout the year .
• Outside board service policy: Non‑management directors may serve on no more than three other public company boards; must notify and obtain consent from the Chairman and Governance Committee Chair before accepting another board; failure to notify triggers an offer to resign; McDonald’s board emphasizes prioritizing attendance obligations at McDonald’s in case of schedule conflicts .

Fixed Compensation

• Structure: Annual cash retainer $120,000; annual grant of common stock equivalent units valued at $205,000; Committee chair retainers: $30,000 (Audit & Finance) and $25,000 (Compensation, Governance, Corporate Responsibility); Lead Independent Director received an additional $50,000 cash retainer in 2024. Company matches up to $10,000 of directors’ charitable contributions; directors may defer cash retainers into stock equivalent units under the Directors’ Deferred Compensation Plan .

Performance Compensation

• Non‑employee director compensation is not performance‑based (no STIP, PRSU targets, or stock options for directors). Annual equity awards are common stock equivalent units settled in cash after board service ends; no performance metrics apply to director grants .

Other Directorships & Interlocks

Expertise & Qualifications

• Skills matrix: Brand management; customer‑centric operations; digital; finance/capital markets; global experience; human capital management; marketing; sustainability/corporate responsibility; other public company board experience .
• Audit & Finance Committee financial expert designation: Yes .

Equity Ownership

• Directors and executive officers as a group owned less than 1% of common stock; Hsu holds no disclosed pledged shares; McDonald’s prohibits director hedging/pledging of company stock .

Governance Assessment

• Strengths:

  • Independent director with extensive CEO‑level global consumer products experience; serves on key oversight committees (Audit & Finance; Corporate Responsibility); designated audit committee financial expert .
  • Board‑level independence affirmed; related‑person transactions reviewed annually with robust policy; no material conflicts identified for non‑management directors including Hsu .
  • High board attendance expectations met at the aggregate level; regular executive sessions reinforce independent oversight .
  • Director compensation aligned with market practice and long‑term ownership via stock equivalent units; robust director stock ownership requirements and anti‑hedging/pledging policy support alignment .

• Watch items / potential red flags to monitor:

  • Significant external executive commitments (Chairman & CEO of Kimberly‑Clark) imply time‑management considerations; McDonald’s limits outside board service and requires consent prior to accepting additional roles to mitigate overboarding risk .
  • Kimberly‑Clark’s industry adjacency (consumer products) could intersect with McDonald’s supply chain; while the Board has evaluated commercial relationships and affirmed independence, continued monitoring of any related‑party exposure remains prudent under the policy .

• Compensation neutral for conflicts:

  • No director meeting fees or perquisites exceeding $10,000; compensation comprised of fixed cash retainers and equity units without performance conditions, reducing incentives that could bias oversight .

• Engagement signals:

  • Board refreshment added Hsu in 2024; committee structures updated with clear risk oversight mandates; governance practices include majority voting and proxy access, supporting investor confidence in accountability .

Overall, Hsu’s profile strengthens financial and operational oversight capacity on McDonald’s Board with independence affirmed and appropriate governance safeguards in place; ongoing monitoring of external time commitments and any future KMB‑MCD commercial ties is advised under the related‑party framework .