Jason Melbourne
About Jason Melbourne
Jason Melbourne (age 53) is an independent director of Restaurant Brands International (RBI) since September 2020 and currently serves as Head of Canadian Capital Markets at Canaccord Genuity and a member of its global operating committee; prior roles include Global Head of Distribution, Global Head of Canadian Equities, and Principal, Sales & Trading at Canaccord/Genuity Capital Markets, and Director of Sales & Trading at CIBC World Markets . He serves on RBI’s Audit, Compensation, and Conflicts Committees, and received 96.0% support for re‑election at the 2024 AGM . At the 2025 AGM, 390,249,985 votes were cast “for” his election, 5,638,133 “against,” and 69,885 “abstain” (broker non‑votes 5,663,059) . He resides in Ontario, Canada .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Canaccord Genuity | Head of Canadian Capital Markets; Global Operating Committee member | Jun 2023–Present | Senior leadership in Canadian/Global markets |
| Canaccord Genuity | Global Head of Distribution | Oct 2020–Jun 2023 | Led global client distribution |
| Canaccord Genuity | Global Head of Canadian Equities | May 2010–Oct 2020 | Led Canadian equities franchise |
| Genuity Capital Markets | Principal, Sales & Trading | From Jan 2005 | Capital markets execution |
| CIBC World Markets | Director, Sales & Trading | Jun 2001–Jan 2005 | Institutional sales & trading |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lay‑Up (youth basketball foundation) | Director | Mar 2018–Present | Community/non‑profit leadership |
| Huron College – University of Western Ontario | Board member | Sep 2021–Present | Higher‑ed governance |
| Ontario Lottery and Gaming Corporation | Director | Nov 2019–Mar 2021 | Public agency governance |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; Conflicts Committee member .
- Independence: The Board determined Melbourne is independent under NYSE/TSX and applicable U.S./Canadian securities laws; all nominees except the Executive Chair are independent; Conflicts Committee members are “independent” per partnership agreement .
- Attendance and meetings: In 2024, the Board met 5 times; Audit met 5; Compensation met 2; NCG met 1. Each incumbent director attended at least 75% of Board and applicable committee meetings during their service in 2024 .
- Audit oversight evidence: Melbourne is a signatory to the 2024 Audit Committee Report (with Ali Hedayat, Chair, and Maximilien de Limburg Stirum), recommending inclusion of audited financials in the Form 10‑K .
- Compensation oversight evidence: Melbourne is a member of the Compensation Committee and a signatory to the 2024 Compensation Committee Report .
Fixed Compensation (Director)
| Component | Policy/Amount | 2024 Treatment | Notes |
|---|---|---|---|
| Annual cash retainer | $50,000 (Lead Independent Director $70,000) | Elected to defer 100% | Retainer policy unchanged for 2025 |
| Committee fees | $10,000 per committee (Audit, Compensation, NCG, Conflicts) | 3 committees = $30,000, fully deferred | Policy unchanged for 2025 |
| Cash paid | $0 | $0 | All directors elected to defer cash fees in 2024 |
| RSU in lieu of fees | Value = 2x forgone fees; fully vested at grant; settles at end of board service | $160,000 “Stock Awards” (reflecting 2x $80,000) | RSUs granted 12/31/2024 using $64.91 price basis |
| Initial option grant (one‑time on joining) | Notional value $1,000,000 (2024 program; same for 2025); 5‑year vest; 10‑year expiry | Program in effect | Applies to non‑management directors; partial vesting on certain terminations |
Notes: RSUs granted on 12/31/2024 are determined as (retainer+fees)/$64.91 x 2; they are fully vested at grant and settle upon termination of board service .
Performance Compensation (Director)
| Instrument | Grant/Terms | Performance Metrics | Status |
|---|---|---|---|
| Equity RSUs (retainer/fees deferral) | Fully vested at grant; settle upon end of board service | None disclosed for directors | Used to align with shareholders; value varies with share price |
| Stock options (initial, one‑time) | 5‑year vesting; 10‑year term; FMV min strike; committee‑set vesting conditions | None disclosed for directors | Program detail in director comp; options outstanding reported below |
No director-level performance metrics (e.g., revenue, EBITDA, TSR) are tied to director pay per the proxy; metrics discussed in CD&A apply to executives, not directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Melbourne |
| Compensation Committee interlocks | In 2024, Behring (Chair), Farjallat, and Melbourne served on Compensation; none were officers; no interlocks reported with other companies’ comp committees/boards |
| Network/interlocks of note (board context) | External investor concerns around 3G‑affiliated directors’ independence (not Melbourne); BlackRock contested independence designations for certain 3G‑related directors in 2023; proposal in 2025 proxy discusses this context |
Expertise & Qualifications
- Finance/capital markets expertise and Canadian market knowledge; senior leadership in institutional distribution and equities, supporting roles on Audit and Compensation Committees .
- Board regards him as independent and qualified; received 96.0% support at 2024 AGM (re‑election), indicating prior investor confidence .
Equity Ownership
| As-of Date | RSUs (#) | Options (#) | Common Shares (#) | Ownership % Context |
|---|---|---|---|---|
| 12/31/2024 | 8,241 | 18,860 | — | Total non-option value $537,148 at $65.18 close |
| 4/8/2025 (beneficial ownership table) | — | — | 8,241 (includes RSUs settling at end of service per footnotes) | “*” less than 1% of class; “†” less than 1% total voting power |
Director stock ownership guidelines: Non‑employee directors must own RBI equity equal to 5x annual base cash retainer within 5 years; RSUs count; as of 12/31/2024, all non‑employee directors serving >1 year either met or were on track .
Shareholder Voting Signal (2025 AGM – Director Election)
| Nominee | Votes For | Votes Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Jason Melbourne | 390,249,985 | 5,638,133 | 69,885 | 5,663,059 |
Say‑on‑pay (2025 AGM) approved on an advisory basis: For 384,670,481; Against 9,993,827; Withheld 1,293,683; Broker Non‑Votes 5,663,071 .
Related-Party/Conflicts Review
- Related party transaction policy: Administered by Audit Committee; applies to transactions ≥$75,000 with “related persons”; directors cannot receive loans; Audit Committee reviews terms vs. market and recuses conflicted members .
- Disclosures reviewed show no related‑party transactions involving Melbourne; no director indebtedness outstanding to RBI; aggregate employee-related tax loans totaled C$114,087 (not directors) .
- Potential external affiliation: Melbourne’s senior role at Canaccord Genuity. No RBI‑disclosed transactions with Canaccord; continue monitoring for any future underwriting/advisory mandates and Audit Committee review if applicable .
Attendance & Engagement
| 2024 Meetings | Count | Attendance Standard |
|---|---|---|
| Board | 5 | Each incumbent director attended ≥75% of Board and applicable committee meetings |
| Audit Committee | 5 | Same standard; Melbourne member |
| Compensation Committee | 2 | Melbourne member |
| NCG Committee | 1 | Not a member |
Note: Only one director attended the 2024 AGM; the company “encourages” attendance but does not disclose individual AGM attendance by director .
Governance Assessment
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Strengths:
- Independent director with deep finance and capital markets background; serves on Audit and Compensation—key oversight roles .
- Demonstrated engagement in audit oversight (signatory to Audit Committee Report) and compensation oversight (Compensation Committee member/report signatory) .
- Strong alignment via equity: 100% of 2024 director cash fees deferred into fully vested RSUs that settle at end of service; policy requires 5x retainer ownership within 5 years; Melbourne holds 8,241 RSUs and 18,860 options; beneficial ownership <1% (typical for directors) .
- Re‑election support at 2025 AGM indicates ongoing investor confidence (390.25M “for,” 5.64M “against”) .
-
Watch items:
- Broader board independence scrutiny around 3G‑affiliated directors (not Melbourne) noted by investors; governance optics may affect overall investor confidence even as Melbourne is independent .
- Limited public disclosure of individual director attendance beyond ≥75% threshold; only one director attended the 2024 AGM—could invite questions on shareholder engagement norms (not tied to Melbourne individually) .
- External role at Canaccord Genuity: no disclosed RBI transactions, but monitor for potential related‑party considerations if Canaccord engages with RBI in the future; Audit Committee policy in place .
-
RED FLAGS:
- None disclosed specific to Melbourne (no related‑party transactions, no indebtedness, no independence exceptions) .
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Net view: Melbourne’s finance expertise and committee service support board effectiveness, with clear ownership alignment through RSUs; maintain vigilance on any Canaccord‑RBI interactions and broader board independence optics associated with 3G‑affiliated directors .