Christopher Kempczinski
Director at PG
Board
About Christopher Kempczinski
Chairman, President & CEO of McDonald’s Corporation; independent director of Procter & Gamble since 2021. On P&G’s board he serves on Audit and chairs the Compensation & Leadership Development (C&LD) Committee. Background includes senior leadership at Kraft Heinz, earlier roles at PepsiCo, strategy consulting at BCG, and brand management at P&G. He is considered independent under NYSE standards; incumbent directors attended ~98% of Board/committee meetings in FY 2024–25, with none below 75% .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald’s Corporation | Chairman (added), President & CEO | Chairman since May 2024; CEO since 2019 | Led global strategy/innovation and digital, navigating complex global operating conditions . |
| McDonald’s USA | President | 2017–2019 | U.S. leadership . |
| McDonald’s Corporation | EVP – Strategy, Business Development & Innovation | 2015–2016 | Drove global strategy/innovation priorities . |
| The Kraft Heinz Company | EVP, Growth Initiatives; President, Kraft International | 2014–2015 | Growth and international leadership . |
| The Kraft Heinz Company | President, Kraft Canada | 2012–2014 | Country CEO . |
| The Kraft Heinz Company | SVP – U.S. Grocery | 2008–2012 | U.S. P&L leadership . |
| PepsiCo | Operating/strategic planning roles | — | Various operating/strategy roles . |
| The Boston Consulting Group | Strategy consultant | — | Strategy advisory . |
| Procter & Gamble | Brand management (early career) | — | Brand building foundation . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| McDonald’s Corporation | Chairman, President & CEO; Director | 2019 | Other public company board; active CEO . |
| Ronald McDonald House Charities | Board of Trustees | — | Non-profit service . |
Board Governance
- Committee assignments (current): Audit (member); Compensation & Leadership Development (Chair) .
- Independence: Board determined 12 of 14 nominees are independent; all committee members are independent (he is a non-employee director) .
- Attendance: FY 2024–25 Board met 6 times; Committees met 21 times; incumbent directors averaged ~98% attendance; none below 75% .
- Tenure on P&G board: Independent director since 2021 .
- Time-commitment policy: Active public-company CEOs may sit on no more than one additional outside public board; all nominees are compliant per annual review .
Fixed Compensation (Director)
| Item | FY 2024–25 Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Standard retainer . |
| Committee chair/lead director fees | $0 | C&LD Chair fee ($25,000) was paid to then-chair Terry J. Lundgren for FY 2024–25; Kempczinski became C&LD Chair thereafter per proxy disclosures . |
| Annual RSU grant | $220,000 | Granted after Oct 8, 2024 annual meeting; vests after one year; delivers after board service (policy change from Oct 2025 allows settlement at one-year service date with deferral option) . |
| Fees elected as RSUs | $115,000 | He elected to take $115,000 of fees in RSUs (grant-date FV $115,423) . |
| Total reported director comp | $340,000 | FY 2024–25 total (fees + stock awards) . |
| Unvested director RSUs (as of 6/30/25) | 1,334 units | Annual grant and dividend equivalents outstanding; pro-rated rules for mid-year appointees do not apply to him . |
| Stock ownership guideline | 6x annual retainer | All non-employee directors meet or are on track within 5 years . |
Performance Compensation (Director)
- Not applicable. P&G does not use performance-based pay for non-employee directors. Director equity is delivered via time-based RSUs; there are no performance metrics or options for directors .
Other Directorships & Interlocks
- Current public company board: McDonald’s Corporation (since 2019) .
- Compensation committee interlocks: None; C&LD members (including Kempczinski) were independent and there were no interlocks disclosed for FY 2024–25 .
- Related-party transactions: P&G disclosed one employment-related related-person case unrelated to Kempczinski; otherwise none requiring disclosure or Audit Committee approval. No Kempczinski-related transactions disclosed .
Expertise & Qualifications
- Consumer industry/retail leadership, marketing and brand building, global operations, technology/innovation, and leadership/strategy/risk management. These capabilities are cited as valuable to P&G’s long-term growth and operating strategy oversight .
Equity Ownership
| As-of Date | Instrument/Transaction | Quantity | Post-Transaction Holdings | Source |
|---|---|---|---|---|
| 6/30/2025 | RSUs (restricted stock units) | 8,909 | — | Beneficial ownership table (RSUs column) . |
| 6/30/2025 | Beneficial ownership (common stock) | — | — | No direct/common stock reported as “beneficially owned” at 6/30/25; RSUs are not counted as beneficial until delivery . |
| 10/8/2024 | Form 4 – Award (Common Stock) | 1,309 | 8,245.5316 | https://www.sec.gov/Archives/edgar/data/80424/000112760224025354/0001127602-24-025354-index.htm |
| 12/10/2024 | Form 4 – Award (Common Stock) | 175 | 8,469.7188 | https://www.sec.gov/Archives/edgar/data/80424/000112760224029121/0001127602-24-029121-index.htm |
| 6/10/2025 | Form 4 – Award (Common Stock) | 185 | 8,908.6630 | https://www.sec.gov/Archives/edgar/data/80424/000112760225017263/0001127602-25-017263-index.htm |
| 9/9/2025 | Form 4 – Award (Common Stock) | 197 | 9,166.4401 | https://www.sec.gov/Archives/edgar/data/80424/000008042425000160/0000080424-25-000160-index.htm |
| 10/14/2025 | Form 4 – Award (Common Stock) | 1,475 | 10,641.4401 | https://www.sec.gov/Archives/edgar/data/80424/000008042425000224/0000080424-25-000224-index.htm |
Notes:
- Director equity awards accrue dividend equivalents and appear on Form 4 as periodic “A” (award) transactions; RSUs generally deliver after board service (policy updated for grants from Oct 2025) .
Governance Assessment
- Board effectiveness and engagement: High committee and board meeting cadence; average ~98% attendance; executive sessions led by an independent lead director (Jimenez). Committee mandates are robust; C&LD oversees compensation, leadership development, pay equity, and succession—areas Kempczinski now chairs per 2025 proxy .
- Independence & alignment: Independent director; anti-hedging/pledging policy applies to directors; strong ownership guidelines (6x retainer); recoupment policies exist, with clawbacks for restatements and certain violations .
- Conflicts/related-party exposure: No Kempczinski-related transactions disclosed; Compensation Committee interlocks: none .
- Time commitments: P&G’s policy limits active CEOs to one additional outside public board; the G&PR Committee annually reviews compliance and time availability; all nominees comply, mitigating overboarding risk .
- RED FLAGS: None disclosed specific to Kempczinski. No pledging/hedging permitted; no related-party transactions; attendance metrics are strong at the board level .