Jordana Fribourg
About Jordana Fribourg
Independent director at Restaurant Brands International (RSTRF/QSR) since May 2023; currently Chief Talent Officer and Board Observer at Continental Grain Company (CGC). She holds an MBA from Columbia Business School and a BA from Brown University, is 37, and resides in New York; received 95.2% votes in favor at the 2024 annual meeting . The Board has affirmatively determined she is independent under NYSE/TSX and Canadian securities laws after considering her familial and shareholder affiliations, noting no commercial agreements between CGC and RBI .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Continental Grain Company | Chief Talent Officer; Board Observer; previously VP Talent; Corporate Investment team | 2017–present (VP/Investment from 2017; CTO since Mar 2020) | Human capital, talent selection; supported M&A, capital markets, VC/PE transactions |
| Arte Sempre LLC | Co‑founder | 2010–2012 | Built sustainable streetwear brand |
| Joyride Coffee Distributors | Director | 2018–2019 | Private company governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kona Ice | Director | Since 2023 | Private company; food/franchise industry |
| Woof Gang Bakery | Director | Since 2020 | Private company; pet retail/franchise |
| Fribourg Family Foundation | Director | Since 2019 | Non‑profit board service |
Board Governance
- Committee assignments: None listed for Ms. Fribourg in 2025 proxy (“Independent Committees: None”) .
- Independence: Board determined she qualifies as “independent,” citing no CGC commercial agreements with RBI despite public disclosures of CGC’s investing relationship with 3G Capital; Board concluded such shareholder-to-shareholder relationships should not affect independence .
- Attendance: The Board held five meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings during their term .
- Tenure: Director since May 2023 .
- Board context: NCG Committee members (all independent) include Behring (Chair), Hedayat, Sweeney; Compensation Committee members in 2024 were Behring, Melbourne, Farjallat .
Fixed Compensation (Director)
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual base cash retainer | $50,000 | Standard for non‑management directors (Lead Independent Director is $70,000) |
| Committee fee (per committee) | $10,000 | Pro‑rated for changes in committee memberships; Ms. Fribourg noted as having pro‑rated changes in 2024 |
| Fees paid in cash | $0 | All directors elected to defer fees into RSUs |
| Stock Awards (RSUs) | $106,284 | Grant date fair value (FASB ASC 718); Directors elected to receive RSUs worth 2x forgone fees; RSUs granted Dec 31, 2024 based on $64.91 closing price on Dec 30, fully vested at grant |
RSUs reflect director fee deferral; number of RSUs determined by (retainer+committee fees)/$64.91 × 2; fully vested at grant .
Performance Compensation (Director)
| Award | Grant Date | Units/Shares | Fair Value | Strike Price | Vesting | Expiration | Notes |
|---|---|---|---|---|---|---|---|
| Initial director stock options (program policy) | On first appointment | Notional $1,000,000 | n/a | n/a | Vest on 5th anniversary | Expire on 10th anniversary | Partial vesting upon termination without cause or for death/disability |
| Stock options (Form 4) | 2023‑06‑15 | 13,118 options | n/a | $76.23 | Per program (5‑year cliff) | Per program (10 years) | Director initial grant per program; SEC Form 4: https://www.sec.gov/Archives/edgar/data/1618756/000120919123037965/0001209191-23-037965-index.htm |
| RSU award (Form 4) | 2024‑12‑31 | 1,637 common shares (RSU settlement units) | n/a | n/a | Fully vested at grant | n/a | SEC Form 4: https://www.sec.gov/Archives/edgar/data/1618756/000161875625000026/0001618756-25-000026-index.htm |
| RSU award (Form 4) | 2023‑12‑29 | 934 common shares (RSU settlement units) | n/a | n/a | Fully vested at grant | n/a | SEC Form 4: https://www.sec.gov/Archives/edgar/data/1618756/000095017024001178/0000950170-24-001178-index.htm |
No performance metrics (e.g., EBITDA/TSR) are disclosed for director pay; director equity comprises fee‑deferral RSUs and one‑time option grants per program .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Note |
|---|---|---|
| Continental Grain Company (CGC) | Officer; Board Observer | Board notes no commercial agreements with RBI; acknowledges public disclosure of CGC’s investing relationship with 3G Capital; independence affirmed by Board . A shareholder proposal cites BlackRock’s concerns on independence of 3G‑affiliated directors and references CGC’s partnership with 3G Capital (e.g., Hunter Douglas acquisition) . |
| 3G Capital‑affiliated governance context | Significant shareholder influence | Board independence policy and determinations disclosed; shareholder proposal argues lack of majority‑independent Board due to 3G affiliations . |
Expertise & Qualifications
- Human capital and talent management; capital allocation and investment; corporate social responsibility and community involvement .
- Experience in food and franchise industries via private boards; international investment exposure .
Equity Ownership
| Metric | Value | As‑of | Source/Notes |
|---|---|---|---|
| Beneficial common shares | 2,571 | Apr 8, 2025 | Security ownership table (director line) |
| RSUs (#) | 2,571 | Dec 31, 2024 | Director holdings table; total non‑option value $167,578 based on $65.18 |
| Stock options (#) | 13,118 | Dec 31, 2024 | Unexercised options; initial director grant |
| Shares/LP units | — / — | Dec 31, 2024 | No additional shares/LP units shown for Ms. Fribourg |
| Ownership guidelines | 5× annual base cash retainer within 5 years | Adopted Mar 2021 | RSUs count toward compliance; directors serving >1 year met or are on track as of Dec 31, 2024 |
| Pledged shares | Not disclosed | n/a | No pledge disclosure in proxy sections reviewed |
Insider Trades (Form 3/4)
| Filing Date | Transaction Date | Type | Quantity | Price | Post‑Txn Ownership | SEC URL |
|---|---|---|---|---|---|---|
| 2025‑01‑03 | 2024‑12‑31 | A (RSU award/common shares) | 1,637 | $0.00 | 2,571 | https://www.sec.gov/Archives/edgar/data/1618756/000161875625000026/0001618756-25-000026-index.htm |
| 2024‑01‑03 | 2023‑12‑29 | A (RSU award/common shares) | 934 | $0.00 | 934 | https://www.sec.gov/Archives/edgar/data/1618756/000095017024001178/0000950170-24-001178-index.htm |
| 2023‑06‑16 | 2023‑06‑15 | A (Option grant) | 13,118 | $76.23 | 13,118 (derivative) | https://www.sec.gov/Archives/edgar/data/1618756/000120919123037965/0001209191-23-037965-index.htm |
| 2023‑06‑02 | 2023‑05‑23 | Form 3 (Initial) | — | — | — | https://www.sec.gov/Archives/edgar/data/1618756/000120919123033800/0001209191-23-033800-index.htm |
Governance Assessment
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Strengths: Independent designation with explicit Board analysis; relevant expertise in talent/human capital and capital allocation; meets/“on track” with director equity ownership guidelines; strong shareholder support in 2024 election .
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Compensation alignment: All directors (including Ms. Fribourg) deferred cash fees for 2024 into fully‑vested RSUs valued at 2× forgone fees; one‑time option grant structure is long‑dated (5‑year vest, 10‑year term), supporting long‑term alignment .
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Attendance/engagement: Board/committee attendance at least 75% for all incumbents in 2024; Board held 5 meetings, with independent director sessions .
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RED FLAGS and considerations:
- Shareholder independence concerns: A shareholder proposal cites BlackRock’s Vote Bulletin disputing independence of 3G‑affiliated directors and references Ms. Fribourg’s CGC affiliation with 3G Capital; the Board disagrees and maintains independence due to lack of commercial agreements and the nature of shareholder‑to‑shareholder relationships .
- Committee participation: No committee assignments listed for Ms. Fribourg, potentially limiting direct oversight influence relative to peers with Audit/Comp/NCG roles .
- Related party oversight: Audit Committee administers a formal related‑person transaction policy; no loans to directors permitted; disclosed third‑party engagement with familial ties elsewhere in the company suggests active policy enforcement and termination upon role change, but continuous monitoring remains prudent .
Overall, Ms. Fribourg brings human capital and investment expertise with long‑term equity alignment via RSUs and options. Independence is formally affirmed by the Board, yet external investor scrutiny tied to 3G Capital affiliations and CGC’s partnership warrants ongoing attention to committee participation, recusal protocols, and transparent related‑party disclosures to reinforce investor confidence .