Daniel S. Schwartz
About Daniel S. Schwartz
Independent director of Restaurant Brands International (RBI), age 44, serving on the Board since December 2014; previously CEO (2013–2019) and Executive Chairman (Jan–Jun 2019) at RBI/Burger King Worldwide and Co‑Chair of the RBI Board (Jan 2019–Jan 2023). He is Co‑Managing Partner at 3G Capital and currently serves as a director of privately held Hunter Douglas Group; he was a director of Carrols Restaurant Group (largest Burger King U.S. franchisee) from 2012 to February 2015. He received 99.6% votes in favor at RBI’s 2024 annual meeting and is deemed independent under NYSE/TSX and applicable U.S./Canadian laws despite 3G affiliations considered by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Restaurant Brands International / Burger King Worldwide | Chief Executive Officer | Jun 2013–Jan 2019 | Led brand strategy, finance, M&A; Board cited knowledge in strategy, business development, finance, marketing/consumer insights, risk assessment, M&A, leadership development, succession. |
| Restaurant Brands International | Executive Chairman | Jan 2019–Jun 2019 | Oversight and strategic guidance post‑CEO tenure. |
| Restaurant Brands International | Co‑Chair, Board | Jan 2019–Jan 2023 | Board leadership through transformation period. |
| Burger King Holdings/BKW | EVP, Deputy CFO; CFO; COO | Oct 2010–Jun 2013 | Finance and operations leadership prior to CEO role. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| 3G Capital | Co‑Managing Partner | 2004–present | Global investment firm leadership. |
| Hunter Douglas Group (private) | Director | Since Feb 2022 | Window coverings leader. |
| Carrols Restaurant Group | Director | 2012–Feb 2015 | RBI’s largest BK franchisee. |
Board Governance
- Independence: Board affirmed Schwartz is independent under NYSE/TSX and U.S./Canadian securities laws (Board considered 3G affiliations and prior CEO role; independence maintained).
- Committees: Not currently a member of any Board committee; biographical listing shows “Independent Committees: None.”
- Attendance: In 2024, the Board met 5 times; each incumbent director attended at least 75% of aggregate Board and applicable committee meetings.
- Election and vote signal: Received 99.6% votes in favor at the 2024 meeting; nominees (including Schwartz) stand for annual election by majority vote under CBCA.
- Governance safeguards: Lead Independent Director role established; committees are entirely independent; Conflicts Committee oversees enumerated actions where conflicts may arise between RBI, Partnership, and holders of exchangeable units.
Fixed Compensation (Director)
| Element | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer (non‑management directors) | $50,000 | Lead Independent Director retainer $70,000. |
| Committee membership fee | $10,000 per committee | Audit, Compensation, NCG, Conflicts. |
| Initial option grant (one‑time) | $1,000,000 notional value | Vests at year 5; expires year 10; partial vesting on certain terminations. |
| 2024 director compensation (Schwartz) | Fees in cash: $—; Stock awards: $100,000; Total: $100,000 | All directors elected to defer fees for 2024 into RSUs at 2x forgone fees. |
- Deferral mechanics: Non‑management directors may elect to defer retainer/committee fees into RSUs at 2x the forgone cash; RSUs are fully vested at grant and settle upon termination of Board service.
- 2024 grant timing/pricing: Director RSUs were granted on Dec 31, 2024 using $64.91 closing price (Dec 30, 2024) to determine units.
Performance Compensation (Director)
- Structure: Directors do not receive performance‑conditioned equity (e.g., PSUs); equity for directors consists of time‑vested RSUs for fee deferrals and one‑time options at appointment.
- Ownership alignment: Director stock ownership guidelines require 5x annual base cash retainer within 5 years; RSUs count toward guidelines; as of Dec 31, 2024, all non‑employee directors >1 year either met or were on track.
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Exposure |
|---|---|---|
| 3G Restaurant Brands Holdings GP Ltd. | Shareholder | Beneficially owns exchangeable units representing ~26% of combined voting interest in RBI; Board assessed and retained independence for Schwartz and other 3G‑affiliated directors. |
| Carrols Restaurant Group (prior) | RBI franchisee | Schwartz’s prior Carrols directorship ended in 2015 (historical; not current). |
Expertise & Qualifications
- Board cited Schwartz’s knowledge in strategy and business development, finance, marketing and consumer insights, risk assessment, mergers and acquisitions, leadership development and succession planning.
Equity Ownership (Alignment)
| Metric (as of Dec 31, 2024) | Amount |
|---|---|
| RSUs (#) | 12,374 |
| Shares (#) | 1,382,207 |
| Partnership exchangeable units (#) | 137,996 |
| Total non‑option value ($) | $99,893,344 |
| Holding entities (portion of holdings) | Miami Restaurant Holdings, LLC; Ameco Food Holdings LLC; Schwartz holds voting and dispositive power. |
- Director ownership guidelines: 5x retainer within 5 years; RSUs count; directors met/on‑track by Dec 31, 2024.
Insider Trades (Form 4 – Awards)
| Metric | 2022-12-30 | 2023-12-29 | 2024-12-31 |
|---|---|---|---|
| Transaction type | A (Award) | A (Award) | A (Award) |
| Securities transacted (#) | 3,077 | 1,280 | 1,540 |
| Post‑transaction ownership (#) | 8,005 | 9,285 | 10,825 |
| Security name | Common Shares | Common Shares | Common Shares |
Note: Director RSU deferrals are granted on Dec 31 and fully vested at grant; SEC Form 4 entries reflect “A” type awards consistent with the program.
Related Party Transactions (Conflict Checks)
- Board’s independence review expressly considered Schwartz’s affiliations with 3G Capital and 3G Restaurant Brands Holdings GP Ltd. (~26% combined voting interest); independence affirmed.
- Registration rights agreement with 3G Special Situations Fund II, L.P. (assumed by RBI in 2014) provides demand/shelf/piggyback registration and company‑paid expenses (transfer taxes and underwriting discounts/commissions excluded).
- Conflicts Committee (independent directors) must consent/approve/direct actions with potential conflicts between RBI, Partnership, and exchangeable unit holders.
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: ~90.4% votes in favor; Compensation Committee continues to review advisory vote results and engagement feedback.
- Engagement topics included governance, leadership structure, independence, and sustainability; updates included codifying Lead Independent Director responsibilities.
Governance Assessment
- Positives: Independence affirmed despite material shareholder ties; very strong ownership alignment with substantial direct/indirect share and unit holdings; high shareholder vote support; formal Conflicts Committee oversight; robust codes and insider trading/anti‑hedging policies.
- Potential Red Flags/Monitoring Areas:
- Significant 3G‑related ownership concentration (~26% combined voting interest) warrants continued scrutiny of related‑party dynamics and board objectivity in major transactions.
- Non‑employee directors must pre‑clear any hedging or pledging; while policy is restrictive, pledging is not flatly prohibited—monitor for any pledges by Schwartz (none disclosed).
- No committee assignments reduce direct involvement in audit/comp/NCG processes; however, independence and ownership alignment mitigate concerns.
Summary Signals for Investors
- Board effectiveness: High attendance, majority‑independent board, structured leadership with Lead Independent Director, and a functioning Conflicts Committee support governance quality.
- Alignment: Large personal stake and RSU/LP unit holdings indicate strong skin‑in‑the‑game for Schwartz.
- Conflicts: 3G affiliations and registration rights are disclosed and overseen; independence and committee architecture designed to offset potential influence.