Jill Granat
About Jill Granat
General Counsel and Corporate Secretary at Restaurant Brands International (RBI), with 26 years of tenure at the company . As General Counsel, she oversees ethics/compliance programs and whistleblowing investigations, reporting to the Board’s Audit Committee, and administers pre-clearance for director/insider communications to the Board . RBI’s 2024 performance: $44.5B global system-wide sales, 17.9% income from operations growth, $1.5B net cash from operating activities, and $1.3B free cash flow, with adjusted operating income growth of 9.0% and adjusted EPS of $3.34 . Long-term incentives are equity-heavy and tied to relative TSR and multi-year operating metrics; 2022 PSU awards vested at 135.8% with a 1.09x TSR multiplier, evidencing alignment between pay and performance .
Past Roles
No prior role biography is disclosed for Ms. Granat in the DEF 14A beyond current title and tenure .
External Roles
No external public company directorships or committee roles are disclosed for Ms. Granat in the DEF 14A .
Fixed Compensation
| Element | 2024 Value (USD) |
|---|---|
| Base Salary | $630,000 |
| Target Bonus % | 140% of base salary |
| Target Bonus $ | $882,000 |
| Actual Bonus Paid | $567,687 |
| Company 401(k)/Retirement Contribution | $13,800 |
| Tax Equalization | $143,665 |
| Other (incl. Exec Life Insurance premiums, tax preparation) | $5,961 |
| Total “All Other Compensation” | $163,426 |
Performance Compensation
Annual Bonus Structure and Outcomes (2024)
| Component | Weighting | Target Achievement | Actual Achievement | Resulting Payout |
|---|---|---|---|---|
| Business Performance (comps, net restaurant growth, franchisee profitability, Adjusted Operating Income) | 75% | 100% | 56.0% of target | Contributes to overall payout |
| Individual Performance (role-specific KPIs) | 25% | 100% | 89.4% of target | Contributes to overall payout |
| Final Annual Bonus Payout (as % of target) | — | — | — | 64.4% of target |
Note: The Compensation Committee lowered the threshold achievement curve from 50% to 0% (linear interpolation) in Q3 2024 to reflect macro headwinds versus peers; no change to maximums .
Long-Term Incentives
| Grant/Measure | Weight | Threshold | Target | Maximum | Performance Result | Vesting |
|---|---|---|---|---|---|---|
| 2022 PSUs (3-year performance: 12/31/2021–12/31/2024) – Same Store Sales (CAGR) | 30% | 1.1% | 4.3% | 5.6% | 6.0% (capped at max) → 150.0% | Vested Feb 25, 2025 |
| 2022 PSUs – Net Restaurant Growth (CAGR) | 20% | 1.5% | 5.9% | 6.9% | 3.9% → 77.3% | Vested Feb 25, 2025 |
| 2022 PSUs – EBITDA (CAGR) | 50% | 1.9% | 7.7% | 9.9% | 8.9% → 128.2% | Vested Feb 25, 2025 |
| 2022 PSUs – Relative TSR (S&P 500) Multiplier | Multiplier | 25th percentile | 40–60th percentile | 75th percentile | 63rd percentile → 1.09x | Vested Feb 25, 2025 |
| 2024 PSUs – Relative TSR (S&P 500) design | 100% TSR | 25th percentile | 50th percentile | 85th percentile | Linear interpolation; capped at 100% if RBI TSR is negative | Cliff vests Mar 15, 2027 |
Bonus Swap Program (Ownership Alignment)
| Item | 2024 Outcome (Granted Feb 2025) |
|---|---|
| Swap election | 50% of net annual bonus to purchase RBI Investment Shares |
| Ms. Granat’s forgone (net) bonus applied to share purchases | $283,844 |
| Matching RSUs (2.25x multiplier applied to gross bonus × election %) | $638,601 grant-date value |
| Forfeiture condition | Matching RSUs forfeited if purchased Investment Shares are sold before vesting |
Equity Ownership & Alignment
2024 Option Exercises and Stock Vested
| Metric (2024) | Quantity/Value |
|---|---|
| Options exercised (shares) | 150,332 |
| Value realized on option exercise | $5,228,987 |
| Shares vested from stock awards (RSUs/PSUs) | 105,949 |
| Value realized on vesting | $7,772,463 |
Outstanding Equity Awards (as of 12/31/2024)
| Type | Grant Date | Units | Key Terms | Value (USD) |
|---|---|---|---|---|
| Stock Options – Exercisable | 05/05/2017 | 50,000 | $56.92 strike; expires 05/04/2027 | — |
| Stock Options – Exercisable | 02/21/2020 | 25,000 | $66.31 strike; expires 02/20/2030 | — |
| RSUs – Unvested | 02/21/2020 | 29,582 | Standard vesting under Omnibus Plans | $1,928,174 (at $65.18) |
| RSUs – Unvested | 02/25/2022 | 4,688 | Standard vesting | $305,556 |
| RSUs – Unvested | 04/20/2022 | 51,922 | Standard vesting | $3,384,307 |
| RSUs – Unvested | 02/22/2023 | 7,581 | Standard vesting | $494,160 |
| RSUs – Unvested | 02/23/2024 | 11,232 | Standard vesting | $732,081 |
| PSUs – Unearned | 02/22/2023 | 35,091 | Performance-based; settlement depends on outcomes | $2,287,255 |
| PSUs – Unearned | 02/23/2024 | 16,984 | Relative TSR; cliff vest in 2027 | $1,107,034 |
Ownership Guidelines and Pledging/Hedging
- Executive stock ownership guidelines require 6x annual salary for C-suite pay bands 9–10; RSUs (net of assumed taxes) count; effective March 1, 2025, earned-but-unvested PSUs and unexercised options no longer count, and executives must retain 50% of net after-tax shares from exercises/vesting until guidelines are met . All NEOs (including Ms. Granat) have met the ownership guidelines as of February 28, 2025 .
- Hedging, short-selling, margin, and pledging transactions are prohibited for employees and NEOs; insider trading policy enforces pre-established trading windows with legal pre-clearance .
Employment Terms
| Provision | Details |
|---|---|
| Employment Agreements | Multi-Party Employment Agreements with RBI and subsidiaries allocate salary/bonus by work-hour allocation; provide U.S. tax equalization and tax preparation; at-will termination by either party . |
| Severance & Termination | Governed by RBI U.S. Severance Pay Plan and applicable policies; no termination for “good reason” provisions; no single-trigger change-in-control acceleration . |
| Change-in-Control | Double-trigger required for CIC-related payments; no excise tax gross-ups . |
| Non-Compete/Non-Solicit | Standard covenants: no competition and no solicitation during employment and for one year post-termination; confidentiality obligations; breach ceases severance/benefits . |
| Clawback Policy | Amended Nov 30, 2023: mandatory recoupment of incentive-based compensation after Oct 2, 2023 upon restatement (excess over restated amounts); prior policy applied for two years where intentional misconduct contributed to restatement; award agreements are subject to clawback . |
| Insider Communications | General Counsel screens and forwards Board-directed communications; may screen frivolous/unlawful communications . |
Potential Payments Upon Termination (as of 12/31/2024)
| Scenario | Salary | Bonus | Stock Units | Benefits Continuation | Total |
|---|---|---|---|---|---|
| Death | — | $567,687 | $4,346,120 | — | $4,913,807 |
| Disability | — | $567,687 | $3,960,486 | — | $4,528,173 |
| Termination Without Cause | $420,000 | $567,687 | $2,619,615 | $670 | $3,607,972 |
| Termination Without Cause After Change in Control (Double-Trigger) | $420,000 | $567,687 | $10,432,232 | $670 | $11,420,589 |
Compensation Structure Analysis
| Indicator | Observation |
|---|---|
| Cash vs Equity Mix | Equity-dominant design; RSUs via bonus swap (2.25x match) and PSUs as core LTI; no LTI cash settlement . |
| Shift to RSUs vs Options | Recent awards emphasize RSUs/PSUs; options outstanding largely from 2017/2020 grants; unexercised option counts are smaller than RSU/PSU balances . |
| Guaranteed vs At-Risk Pay | Target TDC for 2024: salary $630k, bonus target 140%, PSUs $2.5M, matching RSUs $992k; overall design is majority at-risk . |
| Metric Rigor | 2024 bonus targets lowered threshold curve from 50% to 0% due to macro headwinds; maximum unchanged; PSUs use multi-year TSR and operating CAGRs with explicit caps . |
| Repricing/Modifications | No option repricing without shareholder approval; no single-trigger acceleration; anti-hedging/pledging . |
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: 90.4% in 2024; RBI enhanced CD&A disclosure and tightened ownership/clawback policies in response to investor feedback (e.g., unvested PSUs and unexercised options no longer count toward ownership, mandatory retention until guideline met) .
Compensation Peer Group (Benchmarking)
- Restaurants: Chipotle, Domino’s, McDonald’s, Starbucks, Wendy’s, Yum!, Darden .
- Hospitality/Leisure: Hilton, Hyatt, Marriott, Las Vegas Sands, Royal Caribbean .
- Packaged Food/Consumer Goods: Kellogg, Kraft Heinz, Kimberly-Clark .
Investment Implications
- Strong alignment: Equity-heavy design, bonus swap with forfeiture if shares sold, and tightened ownership rules reduce misalignment and encourage long-term holding; all NEOs meet ownership guidelines .
- Retention risk appears mitigated: Significant unvested RSUs/PSUs and anti-pledging policy limit immediate selling pressure; option exercises in 2024 were material but overshadowed by ongoing unvested equity balances .
- Governance safeguards: Double-trigger CIC, no excise tax gross-ups, robust clawback, and no “good reason” provisions lower windfall risk and enhance shareholder protection .
- Metric integrity: Multi-year PSU outcomes (2022 cohort at 135.8% with 1.09x TSR multiplier) and 2024 bonus threshold adjustment signal disciplined but pragmatic target-setting amid macro volatility .