Ali Hedayat
About Ali Hedayat
Lead Independent Director of Restaurant Brands International Inc. (RSTRF/QSR); age 50; resident of Ontario, Canada; director since 2016; Lead Independent Director since June 2023; recognized by the Board as an audit committee financial expert under SEC rules . Founder and Managing Director of Maryana Capital (since March 2015) and Interim Chief Executive Officer of DRI Healthcare (manager of DRI Healthcare Trust) since July 2024; prior senior roles at Goldman Sachs (1997–2010) including MD and Co-Head of Americas Principal Strategies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maryana Capital | Founder & Managing Director | Mar 2015–present | Investment management leadership |
| DRI Healthcare (manager of DRI Healthcare Trust, TSX) | Interim CEO; Director (Trust manager) | Director since Jun 2020; Interim CEO since Jul 2024 | Oversees portfolio of pharma/biotech investments |
| Goldman Sachs Group | MD, European Principal Strategies; MD & Co-Head, Americas Principal Strategies | 2005–2007; 2007–2010 (GS tenure 1997–2010) | Led principal investing groups |
| Edoma Capital (London) | Co-founder | 2010–Dec 2012 | Launched and managed capital fund |
| Indus Capital (London) | Partner | May 2013–Mar 2015 | Investment partner |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Geothermal Inc. | Director; Audit Committee member | Feb 2017–Mar 2018 | Renewable energy; audit oversight |
| Crius Energy | Director; Governance & Nomination Committee | May 2018–Jul 2019 | Independent energy retail governance |
| RMM Management | Director | Aug 2020–Jul 2021 | Public music royalty company |
Board Governance
- Current RBI committee assignments: Audit Committee Chair; Conflicts Committee Chair; Nominating & Corporate Governance (NCG) Committee member .
- Independence: Board determined Hedayat qualifies as independent under NYSE, TSX, and U.S./Canadian securities laws; 9 of 10 nominees independent, with specific review notes on affiliates; Lead Independent Director role selected per Governance Guidelines when Chair is not independent .
- Lead Independent Director responsibilities include presiding over executive sessions, serving as liaison between Chair/CEO and independent directors, approving agendas, engaging with shareholders, and calling meetings of independent directors .
- Attendance: In 2024, the Board held 5 meetings; Audit met 5 times; Compensation 2; NCG 1. Each incumbent director attended at least 75% of Board and applicable committee meetings during his/her term .
- Conflicts oversight: Conflicts Committee (chaired by Hedayat) must consent/approve/direct enumerated actions under the partnership agreement where conflicts may exist among RBI, Partnership, or exchangeable unit holders; all Conflicts Committee members are independent (as defined in the partnership agreement) .
- Related party controls: Related Person Transactions Policy (Audit Committee oversight) with $75,000 threshold; prohibition on loans to directors/officers; example engagement terminated after officer promotion underscores sensitivity to conflicts .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (Lead Independent Director) | $70,000 | 2024/2025 rate |
| Committee fees | $10,000 per committee | Audit, Conflicts, NCG; Hedayat serves on 3 committees → $30,000 |
| Cash vs. RSU election | 100% RSUs | All directors elected to defer fees and receive RSUs valued at 2x forgone cash fees |
| Total 2024 Director Compensation | $200,000 (stock awards) | Aggregate grant date fair value; no cash paid |
- Initial equity grant policy for new non-management directors: one-time stock options with notional value of $1,000,000; vest on 5th anniversary; expire on 10th anniversary (partial vesting upon certain terminations) . As of Dec 31, 2024, Hedayat had no outstanding options .
Performance Compensation
| Equity Award Metric | Date | Shares/Units | Grant Price | Grant Date Fair Value | Vesting/Settlement |
|---|---|---|---|---|---|
| RSUs in lieu of 2024 fees | Dec 31, 2024 | 3,081 | $64.91 (12/30/2024 close) | ~$200,000 | Fully vested on grant; settled upon termination of board service |
| Options (initial director grant) | Upon first appointment | Policy: $1,000,000 notional | N/A | N/A | Vest year 5; expire year 10; Hedayat had 0 options outstanding as of 12/31/2024 |
- Director stock ownership guidelines: 5x annual base cash retainer within 5 years; RSUs count. All non-employee directors serving >1 year as of 12/31/2024 either met or were on track to meet; Hedayat included .
Other Directorships & Interlocks
| Company | Type | Role/Committee | Potential Interlock/Comment |
|---|---|---|---|
| DRI Healthcare Trust (manager) | Public (TSX) | Interim CEO; Director | External executive role may increase time commitments; independence at RBI maintained |
| U.S. Geothermal Inc. | Public | Audit Committee | Prior public audit committee service |
| Crius Energy | Public | Governance & Nomination Committee | Prior governance committee service |
| RMM Management | Public | Director | Prior board role |
Expertise & Qualifications
- Designated audit committee financial expert (SEC rules); financially literate under NYSE/Canadian standards; deep principal investing background; M&A and corporate governance expertise .
- Global finance/investment experience across North America and Europe; leadership in risk oversight including cybersecurity, data privacy, sustainability, and disclosure controls via Audit Committee charter .
Equity Ownership
| Date/Measure | Common Shares (#) | RSUs (#) | Options (#) | Ownership as % of Class | Total Non-Option Value ($) |
|---|---|---|---|---|---|
| Beneficial ownership (as of Apr 8, 2025) | 25,962 | N/A | N/A | <1% of common shares; <1% voting power | N/A |
| Holdings (as of Dec 31, 2024) | 7,572 | 18,390 | 0 | N/A | $1,692,203 (at $65.18) |
- Insider Trading Policy covers directors; prohibits hedging, short-selling, margin, and pledging of RBI securities; trading window clearance required .
- No director/officer indebtedness to RBI; company-wide employee-related loans total C$114,087 (tax exit loans), not applicable to directors/officers .
Insider Trades (Form 4 – recent)
| Transaction Date | Filing Date | Type | Security | Quantity | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|---|
| 2024-12-31 | 2025-01-03 | A – Award | Common Shares | 3,081 | $0.00 | 25,962 | |
| 2024-05-03 | 2024-05-07 | M – Exempt (exercise) | Common Shares | 11,381 | $46.77 | 31,418 | |
| 2024-05-03 | 2024-05-07 | S – Sale | Common Shares | 8,537 | $74.75 | 22,881 | |
| 2024-05-03 | 2024-05-07 | M – Exempt (option conversion) | Options (Right to Buy) | 11,381 | $46.77 | 0 options |
Governance Assessment
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Strengths: Lead Independent Director with clear authority; chairs Audit and Conflicts Committees; designated audit financial expert—supports high-quality oversight of financial reporting, ERM, and conflicts processes . Strong ownership alignment—elected RSUs equal to 2x forgone fees; compliant with director ownership guidelines .
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Independence and board quality: Board has majority independent nominees; independence determinations documented; executive sessions held each Board meeting; Hedayat presides as LID .
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Policies: Robust Related Person Transactions policy; Codes of Conduct/Ethics; Whistleblowing; Insider Trading Policy prohibiting hedging/pledging .
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Risk indicators and red flags:
- Board independence debate: A 2025 shareholder proposal and prior BlackRock bulletin challenged classification of certain 3G-affiliated directors as independent (not Hedayat). While unrelated to Hedayat’s independence, overall board composition perceptions can affect investor confidence .
- Busyness risk: Interim CEO role at DRI Healthcare manager adds time demands; no disclosure of over-boarding beyond audit committee limits, but monitor workload .
- Insider selling: One sale (8,537 shares) on 2024-05-03 alongside option exercise; neutral signal absent a pattern .
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Attendance/engagement: All directors met 75%+ attendance threshold; Board/committee meeting cadence disclosed; communication channels with LID established for shareholders .
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Compensation structure signals: 100% equity settlement of director fees via RSUs, immediate vesting but deferred settlement; no cash retainers taken—aligns with shareholder interests; no option repricing; no tax gross-ups; no single-trigger CIC acceleration .
Overall, Hedayat’s independent leadership, audit/conflicts chair roles, and financial expertise are positive for board effectiveness; monitor broader board independence concerns tied to 3G affiliates and Hedayat’s external CEO time commitments for potential governance risk drift .