Joshua Kobza
About Joshua Kobza
Joshua Kobza has been CEO of Restaurant Brands International (RBI) since March 1, 2023, after serving as COO (2019–2023), CTO & Development Officer (2018–2019), and CFO (2014–2018); he was 36 at appointment and has 12 years with RBI . 2024 operating performance featured 9.0% Organic Adjusted Operating Income growth, $3.18 Diluted EPS, $1.5B Net Cash from Operations, and $1.3B Free Cash Flow . Pay-versus-performance shows 2024 total shareholder return (TSR) index of 122 vs peer TSR 161, with AOI of $2,402M and Net Income of $1,445M .
- Appointment details: salary increased to $900,000 and target bonus to 200%; one-time grant of 300,000 PSUs vesting May 2028 aligned with Executive Chair Patrick Doyle’s share-price targets .
- Ownership alignment: CEO stock ownership guideline at 12x salary; as of Feb 28, 2025 Kobza held $64.7M of equity (68.1x salary), and all NEOs met guidelines; hedging, short-selling, margin, and pledging are prohibited .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RBI | Chief Executive Officer | 2023–present | Leads multi-brand growth; compensation aligned to AOI, TSR, comps, and NRG . |
| RBI | Chief Operating Officer | 2019–2023 | Oversaw strategy, tech, HR, procurement, supply chain, international development . |
| RBI | CTO & Development Officer | 2018–2019 | Led technology and development platforms . |
| RBI | Chief Financial Officer | 2014–2018 | Finance leadership, acquisitions integration support . |
| Burger King Worldwide | EVP & CFO | 2013–2014 | Corporate finance leadership at BKW . |
| Burger King Worldwide | Director IR; SVP Global Finance | 2012–2013 | Investor relations; global finance . |
External Roles
No external public company directorships or committee roles disclosed for Kobza .
Fixed Compensation
| Element | FY 2024 | Notes |
|---|---|---|
| Base Salary ($) | $950,000 | Increased from $900,000 to align with market . |
| Target Bonus (%) | 200% of salary | Maintained from prior year . |
| Target Cash Compensation ($) | $2,850,000 | Salary + target bonus . |
Multi-Party Employment Agreements among RBI, BKC, and TDL allocate compensation across entities; tax equalization applies; employment terminable by either party per policy .
Performance Compensation
Annual Bonus Program (STIP)
| Metric | Weighting | Target Definition | 2024 Assessment | Payout Impact |
|---|---|---|---|---|
| Business Performance (comparable sales, net restaurant growth, franchisee profitability, Adjusted Operating Income) | 75% | 100% achievement set annually; threshold revised from 50% to 0% via linear curve | Assessed at 56.0% of target (RBI scorecard) | Contributes to bonus outcome . |
| Individual Performance (KPI-based) | 25% | Quantitative and qualitative KPIs aligned with priorities | Assessed at 70.1% of target | Contributes to bonus outcome . |
| 2024 Bonus Payout ($) | — | — | — | $1,131,572 . |
| Bonus Swap – Matching RSUs ($) | — | 50% of bonus swapped into shares with 2.25x RSU match; forfeiture if sold pre-vesting | Elected Feb 2025 | $1,272,965 . |
Long-Term Incentive (PSUs)
| Grant Cohort | Vesting | Metric Set | Weighting | Target | Actual/Result | Payout Modifier |
|---|---|---|---|---|---|---|
| 2022 PSUs (vested Feb 25, 2025) | 3-year performance ending Dec 31, 2024 | Same Store Sales (CAGR) | 30% | 4.3% | 6.0% → 150.0% (capped at max) | LTIP blend 135.8% . |
| Net Restaurant Growth (CAGR) | 20% | 5.9% | 3.9% → 77.3% | |||
| EBITDA (CAGR) | 50% | 7.7% | 8.9% → 128.2% | |||
| Relative TSR multiplier | Multiplier | 40–60th pctile | 63rd pctile → 1.09x | |||
| 2024 PSUs (grant 2/23/24) | Cliff vest Mar 15, 2027 | Relative TSR vs S&P 500; cap at 100% if absolute TSR negative | — | — | — | Grant fair value $9,314,995; Kobza LTI PSU target $9,000,000 . |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership | 1,166,502 common shares; 5,413 Partnership exchangeable units; total 1,171,915 votes (footnoted aggregate) . |
| Ownership Guidelines | CEO 12x salary; executives retain 50% net-after-tax shares until compliant; earned-but-unvested PSUs and unexercised options excluded from count . |
| Compliance Status | Kobza held $64.7M equity (68.1x salary) comprising $62,711,026 common shares, $1,637,873 after-tax RSUs, $353,198 Partnership units; all NEOs met guidelines as of Feb 28, 2025 . |
| Pledging/Hedging | Prohibited for employees and NEOs; no margin or pledging transactions allowed . |
| 2024 Exercises/Vesting | 335,494 options exercised realizing $11,042,548; 406,547 shares vested realizing $30,309,672 . |
Outstanding equity awards (selected):
- Options: 200,000 options at $56.92 expiring 05/04/27 .
- RSUs not vested: 236,658 (02/21/20), 8,394 (02/25/22), 185,436 (04/20/22), 13,692 (02/22/23), 23,553 (02/23/24) with respective market values disclosed .
- PSUs unearned: 316,995 (02/22/23), 61,144 (02/23/24) with payout values disclosed .
Employment Terms
- Agreements: Multi-Party Employment Agreements across RBI, BKC, TDL; tax equalization; company-paid tax prep; termination governed by severance plan/policies .
- Severance (policy-based): 24 weeks of base pay for Kobza; double-trigger required for change-in-control acceleration; no single-trigger CIC, no excise tax gross-ups .
- Clawback: Company will seek to recoup incentive awards on restatement .
- Restrictive covenants: Non-compete and non-solicit for one year post-termination; confidentiality; severance ceases if covenants breached .
Potential payments if terminated Dec 31, 2024:
| Component | Death ($) | Disability ($) | Termination Without Cause ($) | Without Cause After Change in Control ($) |
|---|---|---|---|---|
| Salary | — | — | 438,462 | 438,462 |
| Bonus | 1,131,572 | 1,131,572 | 1,131,572 | 1,131,572 |
| Options | — (no intrinsic value at $65.18) | — (no intrinsic value) | — (no intrinsic value) | — (no intrinsic value) |
| Stock Units | 21,337,997 | 18,252,919 | 13,625,302 | 55,857,390 |
| Benefits Continuation | — | — | 10,717 | 10,717 |
| Total | 22,469,569 | 19,384,491 | 15,206,053 | 57,438,141 |
Multi-Year Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 832,442 | 890,000 | 941,667 |
| Stock Awards ($) | 10,907,929 | 26,007,809 | 11,626,221 |
| Non-Equity Incentive ($) | 1,560,723 | 2,054,471 | 1,131,572 |
| All Other Compensation ($) | 94,928 | 15,261 | 770,408 |
| Total ($) | 13,396,022 | 28,967,541 | 14,469,868 |
Say-on-Pay, Peer Group, and Shareholder Feedback
- 2024 say-on-pay approval: ~90.4% votes in favor; Committee enhanced CD&A disclosures and tightened ownership guidelines/clawbacks .
- 2024 compensation peer group includes Chipotle, Domino’s, McDonald’s, Starbucks, Wendy’s, Yum!, Darden; Hilton, Hyatt, Marriott, Las Vegas Sands, Royal Caribbean; Kellogg, Kraft Heinz, Kimberly-Clark .
Investment Implications
- Alignment: Kobza’s equity at 68.1x salary and 12x guideline, strict no-pledging/hedging, and a clawback policy point to strong shareholder alignment and risk controls .
- Incentive design: STIP tied 75% to operating KPIs and 25% to individual KPIs; LTI driven by multi-year SSS, NRG, EBITDA, and relative TSR outcomes; 2022 PSU payout blended at 135.8% with TSR multiplier, indicating performance sensitivity .
- Retention: Significant unvested RSUs and PSUs and bonus swap matching RSUs create retention hooks through 2027; severance is modest (24 weeks base), and CIC requires double trigger—low moral hazard risk .
- Trading signals: 2024 option exercises and large vesting values indicate liquidity events but not necessarily open-market selling; Form 4 monitoring is recommended for real-time insider selling pressure assessment .