J. Patrick Doyle
About J. Patrick Doyle
J. Patrick Doyle is Executive Chair of the Board of Restaurant Brands International (RBI) since January 2023 and was appointed Executive Chairman (officer) in November 2022 . He is 61, holds an MBA from the University of Chicago Booth and a BA from the University of Michigan . Previously as CEO of Domino’s Pizza (2010–2018), he led a transformation delivering 29 consecutive quarters of same-store sales growth, system-wide sales rising from $5.6B to $13B, and a share price increase from ~$12 to $271 (~23x), creating ~$11B in shareholder value . At RBI, his role is focused on growth acceleration and franchisee success; he receives no salary or bonus and is compensated through long-dated, performance-aligned equity .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Domino’s Pizza | Chief Executive Officer | Mar 2010 – Jun 2018 | 29 consecutive quarters SSS growth; sales from $5.6B to $13B; ~$11B shareholder value; ~23x share price increase |
| Domino’s Pizza | President | 2007 – 2010 | Precursor leadership to CEO tenure |
| Domino’s Team USA | EVP | 2004 – 2007 | U.S. operations leadership |
| Domino’s Pizza International | EVP | 1999 – 2004 | International operations leadership |
| The Carlyle Group | Executive Partner (Consumer) | Sep 2019 – Nov 2022 | Private equity consumer expertise; pipeline of operating playbooks |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Best Buy Co., Inc. | Director | Nov 2014 – Jun 2024 | Board service concluded June 2024 |
| Best Buy Co., Inc. | Chairman of the Board | 2020 – Jun 2024 | Non-executive chair |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Base Salary | $0 | Executive Chairman role has no base salary |
| Target Bonus % | Not eligible | Not eligible for annual bonus plan |
| Actual Bonus Paid | $0 | No annual bonus |
Performance Compensation
Stock Options (One-time grant, Nov 2022)
| Metric | Details |
|---|---|
| Grant size | 2,000,000 non-qualified stock options |
| Exercise price | Fair market value on grant date (Plan-defined) |
| Vesting | Cliff vest after 5 years (November 2027) subject to service; accelerated schedules for certain terminations (see below) |
| Expiration | 10 years from grant (November 2032) |
| Termination effects | Full vest upon termination without cause or for good reason within 12 months post-change-in-control (double trigger); prorated vesting schedule for certain terminations; immediate forfeiture for Cause with repayment provisions |
Restricted Stock Units (RSUs)
| Metric | Details |
|---|---|
| Grant size | 500,000 RSUs |
| Vesting | Ratable over 5 years, subject to continued service |
| Transfer/hold condition | RSUs are tied to maintaining 500,000 “Related Shares”; transfer of Related Shares before specified milestones triggers forfeiture (see alignment) |
Performance Share Units (PSUs)
| Metric | Weighting | Target | Threshold | Maximum | Measurement/Settlement | Vesting |
|---|---|---|---|---|---|---|
| Share price appreciation (VWAP + cumulative dividends) | 100% | $97.87 (≈10% CAGR over 5 years) | $81.32 (≈6% CAGR) | $122.23 (≈15% CAGR) | 30 consecutive trading-day VWAP measured during 2.5–5.5 years post grant; target can be earned earlier but remains subject to continued service; >target determined in final year | Earned units settle and vest after ~5.5 years; vesting date defined as May 2028 or earlier upon death in limited cases; prorated schedules on certain terminations; double-trigger CIC acceleration |
Change-in-Control and Forfeiture Mechanics
- Double-trigger acceleration: options/PSUs vest in full if terminated without cause or for good reason within 12 months after a change-in-control; PSUs earned units determined per schedule with floor at target if CIC precedes measurement completion .
- Forfeiture: transferring “Related Shares” (500,000 purchased) before the earliest of November 2027, CIC, termination without cause, resignation for good reason, or death/disability results in forfeiture of unvested options, RSUs, and PSUs; 60-day cure available in limited inadvertent cases .
Equity Ownership & Alignment
| Item | Quantity/Requirement | Alignment Implications |
|---|---|---|
| Personal share purchase | 500,000 RBI shares via private placement (Lodgepole 231 LLC), priced at 5-day average closing; closing expected Nov 21, 2022 | Must hold for at least 5 years; demonstrates confidence and locks in alignment |
| Hold requirement linkage | Maintaining 500,000 “Related Shares” is a condition for equity awards; transfer before milestones triggers forfeiture | Strong retention and anti-selling pressure through forfeiture risk if sold/pledged/transferred prematurely |
| Current beneficial interest at signing | No prior beneficial interest in RBI shares at SPA signing | Clean baseline; arms-length purchase |
| Stock ownership guidelines | Not disclosed for Doyle; forfeiture/hold mechanics effectively substitute | – |
Employment Terms
| Term | Details |
|---|---|
| Start date | November 16, 2022 (Executive Chairman officer role) |
| Board appointment | Executive Chair of the Board effective no later than January 31, 2023; served since January 2023 |
| Employment status | At-will; reports solely to RBI’s Board |
| Severance | Not eligible for severance payments; only reimbursed business expenses owed |
| Non-compete | 18 months worldwide post-termination; permits limited activities with prior confirmation; excludes competitive QSR categories defined by restricted business |
| Non-solicit | 2 years post-termination for employees, service providers, franchisees |
| Franchisee engagement restriction | 5 years post-termination prohibiting adverse franchisee association/organization activities |
| Other roles during tenure | Allowed certain part-time, non-competitive roles and specified board services (subject to “overboarding” checks) |
| Indemnification & D&O | Broad indemnification and advancement rights; D&O insurance maintenance commitment (premium cap at 1.5x prior period) |
Board Governance
| Role | Committee Memberships | Independence Status | Lead Independent Director | Years of Service |
|---|---|---|---|---|
| Executive Chair (Doyle) | None | Not independent under NYSE rules (officer), no salary/bonus for service | Ali Hedayat (since June 2023) | Executive Chair since Jan 2023 |
- Board leadership rationale: separation of Executive Chair and CEO roles; Doyle focuses on strategic oversight and growth unlocks, with no daily operational responsibilities .
Performance & Track Record
- Domino’s: 29 consecutive quarters SSS increases; system-wide sales growth from $5.6B to $13B; share price ↑ ~23x (from ~$12 to $271); ~$11B shareholder value created (2010–2018) .
- RBI appointment: targeted to accelerate growth in Tim Hortons, Burger King, Popeyes, Firehouse Subs; equity package aligned to shareholder returns .
Compensation Structure Analysis
- Highly performance-based and equity-heavy: no cash salary/bonus; one-time long-dated options (5-year cliff, 10-year term), RSUs (5-year ratable), and PSUs (5.5-year horizon) tied 100% to share-price appreciation plus dividends .
- Strong retention features: forfeiture if Related Shares are transferred prematurely; PSUs settlement cadence requires sustained performance and continued service .
- Shareholder alignment: mandatory personal investment and 5-year hold; PSU targets framed as 6–15% 5-year CAGR share-price outcomes .
Risk Indicators & Red Flags
- Dual role independence: Executive Chair is not independent; mitigated by presence of a Lead Independent Director and separated CEO role .
- CIC acceleration: double-trigger vesting creates potential payout concentration in event-driven scenarios .
- Clawback-like provisions: repayment obligations on equity upon termination for Cause; forfeiture tied to non-compliance with hold restrictions .
- Related party transactions: none material beyond arms-length share purchase; company states no 404(a) transactions .
Investment Implications
- Alignment: The 5-year mandatory personal stake and forfeiture-linked hold mechanics materially reduce near-term insider selling pressure and enhance pay-for-performance alignment through share-price–driven PSUs .
- Retention: Long-dated cliff/ratable vesting plus non-compete/non-solicit covenants support retention; absence of cash severance minimizes golden parachute risk .
- Governance: Executive Chair’s non-independence is addressed via a Lead Independent Director and CEO separation; still warrants monitoring on board dynamics .
- Event risk: Double-trigger CIC acceleration could create significant equity realization in a transaction; equity-heavy design amplifies sensitivity to TSR outcomes .