Miles White
MCDONALDSAbout Miles White
Miles D. White (age 70) is an independent director of McDonald’s, serving since 2009 (16 years). He is the Lead Independent Director and Chair of the Governance Committee. Previously, he served as Chairman & CEO (1999–2020) and Executive Chairman (2020–2021) of Abbott Laboratories, bringing deep experience in global operations, finance, succession planning, and corporate governance to McDonald’s board oversight. He is independent under NYSE standards and the Company’s policies.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abbott Laboratories | Chairman & Chief Executive Officer | 1999–2020 | Led global healthcare company; experience in strategy, finance, human capital management, and governance relevant to MCD oversight |
| Abbott Laboratories | Executive Chairman | 2020–2021 | Continued board leadership during transition; governance and succession planning expertise |
| Caterpillar, Inc. | Director (prior) | Not disclosed | Prior public company board experience (no current public boards at MCD) |
External Roles
| Type | Company/Organization | Role | Status |
|---|---|---|---|
| Current public company boards | — | — | None (0) |
| Prior public company boards | Caterpillar, Inc. | Director | Past service (dates not disclosed) |
Board Governance
- Roles: Lead Independent Director; Chair, Governance Committee; Member, Compensation Committee; Member, Executive Committee.
- Lead Independent Director responsibilities: presides at executive sessions of independent directors; can call meetings of independent directors; co-leads annual CEO evaluation; oversees CEO/Chair succession; liaises with major shareholders; collaborates on agendas/materials; and serves as principal liaison between independent directors and the Chair/CEO.
- Executive sessions: held regularly without management; the Lead Independent Director presides for matters involving leadership structure and over independent-only sessions.
- Committee activity (2024 meetings): Governance (8), Compensation (4), Executive (0).
- Independence: Board determined all non-management directors, including White, are independent.
- Attendance: Board met seven times in 2024; average director attendance was 96% (each director ≥75%); all directors elected in 2024 attended the 2024 annual meeting.
- Tenure and refresh: White has 16 years of service; the Board emphasizes ongoing refreshment and maintains tenure limitations for non-management directors.
Fixed Compensation (Director)
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer (program) | 120,000 | Standard non-management director cash retainer |
| Governance Committee Chair retainer (program) | 25,000 | Annual cash retainer for Governance Chair |
| Additional Lead Independent Director retainer (approved 2024) | 50,000 | Awarded in recognition of leadership as LID |
| Fees earned or paid in cash (actual 2024) | 175,495 | White’s reported cash fees for 2024 (reflects proration/timing) |
| Charitable match (other compensation) | 10,000 | Company match of eligible charitable contributions |
The director compensation program also includes $30,000 cash for the Audit & Finance Chair and $25,000 for Chairs of Compensation, Governance, and Corporate Responsibility (policy amounts); no meeting fees.
Performance Compensation (Director)
| Equity Element | Amount/Mechanics | Vesting/Settlement | Notes |
|---|---|---|---|
| Annual equity grant – common stock equivalent units (program) | 205,000 (value) | Units credited and settled in cash after director leaves the Board | Units track gains, losses, and dividends of MCD stock; grant value based on closing price on credit date |
| Stock awards (ASC 718 fair value, 2024 actual) | 203,060 | N/A | Reported fair value for 2024 grant to White |
| Deferral of cash retainer | Optional | Paid per election (lump sum or up to 15 annual installments post-service) | Cash retainers may be deferred into additional stock equivalent units; elections irrevocable |
No perquisites or personal benefits exceeded $10,000 for any director in 2024.
Other Directorships & Interlocks
- Current public company boards: None (0).
- Prior public company board: Caterpillar, Inc. (director); executive leadership at Abbott Laboratories.
- Related-party transactions: None since January 1, 2024 (within SEC meaning).
Expertise & Qualifications
- Strategy, global operations, finance/capital markets, leadership development/succession, corporate governance, and regulatory/public policy expertise from leading a large multinational (Abbott).
- Brings customer-centric, marketing, digital/technology, and healthcare insights; experienced in shareholder engagement.
- Board relies on White’s company knowledge and leadership to guide independent oversight as LID.
Equity Ownership
| As of March 1, 2025 | Shares | Common Stock Equivalent Units | Total |
|---|---|---|---|
| Miles D. White | 5,000 | 22,092 | 27,092 |
- Director stock ownership guidelines: 5x annual cash retainer within five years; all directors are in compliance.
- Hedging and pledging: Prohibited for directors and officers.
- Settlement: Director stock equivalent units are paid in cash after leaving the Board.
Shareholder Support (Signals)
| Year | Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| 2025 | Election of Miles D. White | 480,433,531 | 27,336,711 | 821,385 | 92,190,173 |
| 2024 | Election of Miles D. White | 469,833,620 | 26,984,515 | 1,093,593 | 97,578,631 |
| 2025 | Say-on-Pay (Advisory) | 477,245,245 | 29,427,948 | 1,918,434 | 92,190,173 |
| 2024 | Say-on-Pay (Advisory) | 461,863,204 | 33,716,432 | 2,332,092 | 97,578,631 |
Governance Assessment
- Board effectiveness and leadership: White’s LID role includes robust responsibilities (executive sessions, CEO evaluation, succession, agenda-setting, shareholder liaison), reinforcing independent oversight under the combined Chair/CEO structure.
- Committee workload and engagement: Chaired Governance (8 meetings in 2024) and served on Compensation (4 meetings) and Executive (0 meetings), evidencing meaningful governance involvement.
- Independence and conflicts: Board determined White is independent; no related-party transactions since Jan 1, 2024; hedging/pledging prohibited; strong director ownership guidelines with full compliance.
- Attendance and engagement: Board average attendance 96% (each director ≥75%) in 2024; all directors elected in 2024 attended the annual meeting.
- Compensation alignment: Director pay is primarily retainer plus equity units that track MCD stock; White received an additional $50,000 LID retainer in 2024 recognizing leadership responsibilities; no excessive perquisites disclosed.
RED FLAGS: None disclosed specific to White—no related-party transactions, no hedging/pledging, and strong shareholder support in director elections and say-on-pay. Long tenure (16 years) is balanced by active board refreshment and tenure limitations for non-management directors.