Alexandre Behring
About Alexandre Behring
Alexandre Behring (age 58) is an independent director at Restaurant Brands International (RBI), serving since 2014; he previously served as Board Chair (2014–2019) and Co‑Chair (2019–2023). He is Co‑Managing Partner and a Board Member of 3G Capital (since 2004), holds a BS in Electrical Engineering (PUC‑Rio, 1988) and an MBA from Harvard Business School (1995, Baker Scholar, Loeb Scholar), and currently resides in Milan, Italy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 3G Capital Partners LP | Founding Partner, Managing/Co‑Managing Partner; Board Member | Since 2004 | Private equity leadership; investment committee leadership at 3G |
| America Latina Logística (ALL) | Chief Executive Officer; Director | CEO 1998–2004; Director until Dec 2011 | Led major LatAm railroad/logistics operator |
| GP Investimentos | Partner; Investment Committee Member | 10 years total; 8 years as partner | Private equity investing; governance on IC |
| Burger King Worldwide, Inc. | Chairman of the Board | Oct 2010–Dec 2014 | Post‑acquisition governance and transformation oversight |
| CSX Corporation | Director | Jul 2008–May 2011 | U.S. rail governance role |
External Roles
| Organization | Type | Role | Tenure |
|---|---|---|---|
| Hunter Douglas Group | Private | Director | Since Feb 2022 |
| The Kraft Heinz Company | Public | Chairman of the Board | Jul 2015–May 2022 |
| Anheuser‑Busch InBev | Public | Director | Mar 2014–Mar 2019 |
Board Governance
- Committee assignments: Chair, Compensation Committee; Chair, Nominating & Corporate Governance (NCG) Committee .
- Independence: Board affirmatively determined Behring is independent under NYSE/TSX and U.S./Canadian securities laws, after considering his affiliation with 3G Capital and 3G Restaurant Brands Holdings GP Ltd. (which beneficially owns Partnership exchangeable units representing ~26% of combined voting interest) .
- Attendance: In 2024, each incumbent director attended at least 75% of aggregate Board and applicable committee meetings; Board met 5x, Compensation Committee 2x, NCG Committee 1x .
- Election support: Received 92.7% votes “FOR” at the 2024 annual meeting .
- Committee composition safeguards: All Board committees are composed solely of independent directors; Compensation Committee members (including Behring) meet heightened NYSE independence and Exchange Act non‑employee director requirements .
Fixed Compensation
| Item | 2024 Amount/Terms |
|---|---|
| Annual cash retainer (non‑management directors) | $50,000; Lead Independent Director retainer $70,000 (unchanged for 2025) |
| Committee membership fee | $10,000 per committee (unchanged for 2025) |
| Behring 2024 director compensation (actual) | Cash: — ; Stock Awards (RSUs in lieu of fees): $140,000 (elected fee deferral) |
| Director fee‑equity conversion | RSUs granted at 2× forgone cash fees; valued using $64.91 close on 12/30/2024; grants on 12/31/2024; fully vested at grant; settle upon termination of board service |
| Initial option grant upon joining Board (program design) | One‑time stock options with $1,000,000 notional value; vest on 5th anniversary; expire 10th anniversary |
Performance Compensation
| Component | Performance Metrics | Vesting/Terms | Notes |
|---|---|---|---|
| Director fee‑equity RSUs | None (time‑based; fee‑in‑kind) | Fully vested at grant; settle upon termination of board service | Grant value = 2× forgone cash fees; priced at $64.91 on 12/30/2024 for 12/31/2024 grants |
| Initial director stock options (program) | None (time‑based) | Vest at 5 years; 10‑year term | One‑time at appointment; program feature |
| Options outstanding for Behring (12/31/2024) | N/A | — | No options outstanding shown for Behring |
RBI’s executive incentive metrics (for management, not directors) include Organic Adjusted Operating Income growth, comparable sales, net restaurant growth, and overhead expense; Behring, as Compensation Committee Chair, oversees these programs .
Other Directorships & Interlocks
| Company | Role | Dates | Potential Interlock/Notes |
|---|---|---|---|
| Hunter Douglas Group (private) | Director | Since Feb 2022 | Daniel Schwartz (RBI director; 3G co‑Managing Partner) also serves as director of Hunter Douglas, creating an external shared board network |
| The Kraft Heinz Company (public) | Chairman | Jul 2015–May 2022 | Historical 3G‑linked role |
| Anheuser‑Busch InBev (public) | Director | Mar 2014–Mar 2019 | Historical 3G‑linked role |
| CSX Corporation (public) | Director | 2008–2011 | Transportation sector experience |
Expertise & Qualifications
- Private equity leadership and capital allocation (Founding/Co‑Managing Partner at 3G Capital) .
- Large‑scale operating leadership (CEO of ALL; logistics and operations) .
- M&A and strategy (Burger King transformation; multiple board chair/director roles) .
- Education: BS Electrical Engineering (PUC‑Rio, 1988); MBA, Harvard Business School (1995, Baker Scholar, Loeb Scholar) .
Equity Ownership
| As of | RSUs (#) | Shares (#) | Options (#) | Total Non‑Option Value ($) | Holding Entity / Notes |
|---|---|---|---|---|---|
| Dec 31, 2024 | 132,652 | 148,000 | — | 18,292,897 | All RSUs and shares held by CLBB Investments Holdings Fund Ltd.; Behring/family control and own the equity; value at $65.18 close |
| Footnote | — | — | — | — | Ownership footnote also reflects RSUs settling upon termination of service and CLBB ownership; Behring disclaims beneficial ownership where no pecuniary interest |
| Director ownership guidelines | — | — | — | — | Non‑employee directors must own ≥5× base retainer within 5 years; RSUs count; all >1 year directors either met or were on track as of 12/31/2024 |
Governance Assessment
- Strengths
- Independent status affirmed despite 3G affiliation; Compensation and NCG Committees chaired by Behring are comprised solely of independent directors; Compensation Committee uses independent consultant (F.W. Cook) and follows a structured process .
- Strong ownership alignment via meaningful RSU holdings and fee‑to‑equity deferrals; director ownership guidelines in place (≥5× retainer) with directors meeting/on track .
- Attendance threshold met (≥75% for 2024) and significant prior chair experience supports committee effectiveness .
- Potential risks/monitoring points
- 3G Capital affiliation and 3G Restaurant Brands Holdings’ significant voting interest (~26% combined) create potential perceived conflicts; Board explicitly evaluated and maintained independence; Conflicts Committee of independent directors oversees conflict matters under the partnership agreement .
- Registration Rights Agreement with 3G Special Situations Fund II, L.P. persists (RBI bears registration expenses), a related‑party arrangement to monitor for potential optics issues; oversight sits with Audit Committee under Related Party Transaction Policy .
- NCG Committee met once in 2024; while not necessarily inadequate, low meeting frequency merits continued attention given governance workloads (succession, refreshment, shareholder engagement) .
Policies and controls: RBI maintains Codes of Conduct/Ethics for directors and executives, a Whistle Blowing Policy overseen by the Audit Committee, and an Insider Trading Policy that governs directors, officers, and employees; the company also prohibits hedging, short‑selling, margin, and pledging transactions by employees (including NEOs) .