Marc Lemann
About Marc Lemann
Marc Lemann, age 33, has served as an independent director of Restaurant Brands International (RBI) since June 2021. He is an investor and entrepreneur, founder/director of Maai Ltd. (public equities and ventures) and co‑founder/director of Go4it Capital; he holds a B.A. in Economics from Columbia University and resides in Switzerland . The Board affirms his independence, noting it considered his father’s relationship with 3G Capital and that he has no voting or other arrangement with his father or 3G entities . He engaged in continuing education in February 2024 (Behavior Analysis for Investors seminar) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Go4it Esportes e Entretenimento S.A. | Director | Oct 2015–Jan 2022 | Co‑founded sports agency/incubator; investor/operator experience |
| Growth Interface Fund (GP entity) | Member of the general partner | Dec 2017–Dec 2024 | Long‑only public equities fund; investment oversight |
External Roles
| Organization | Role | Tenure | Public/Private | Committees/Notes |
|---|---|---|---|---|
| São Carlos Empreendimentos e Participações S.A. | Director | Apr 2022–Present (Alternate: Apr 2020–Apr 2022) | Public (Brazil) | Commercial real estate investment/management |
| Maai Ltd. | Founder & Director | Jan 2018–Present | Private | Holds 15,000 RBI shares on his behalf |
| Go4it Capital | Co‑founder & Director | Feb 2016–Present | Private | VC investments in sports tech, digital media, health/wellbeing |
Board Governance
- Independence: Board determined Lemann is independent; explicitly considered and mitigated potential familial/3G ties (no voting or other arrangements) .
- Committees: None (not assigned to Audit, Compensation, NCG, or Conflicts) .
- Attendance: In 2024, each incumbent director attended ≥75% of combined Board and applicable committee meetings; Board held 5 meetings (Audit 5; Compensation 2; NCG 1) .
- Tenure: Director since June 2021 (one‑year terms; majority voting in effect) .
| 2024 Governance Activity | Value |
|---|---|
| Board meetings held | 5 |
| Director attendance threshold met (≥75%) | Yes (company-wide statement covering all incumbents) |
| Committee assignments | None |
Fixed Compensation
- Structure: Annual base cash retainer $50,000 for non‑management directors; Lead Independent Director retainer $70,000; committee membership fee $10,000 per committee (unchanged for 2025). Directors can elect to defer cash into RSUs at 2× the forgone fees; RSUs fully vested at grant, settle upon termination of board service .
- 2024 Election: All directors, including Lemann, elected to defer retainers/fees into RSUs for 2024 .
| Director Compensation (USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | — | — |
| Stock Awards | 100,000 | 100,000 |
| Option Awards | — | — |
| Total | 100,000 | 100,000 |
Notes: 2024 RSUs granted Dec 31, 2024, valued using $64.91 prior‑day close; amount equals 2× forgone $50,000 retainer. Fully vested at grant; settlement at end of board service .
Performance Compensation
- Instruments and Metrics: Director equity is not performance‑based; RSUs are formulaic (2× forgone fees) and fully vested at grant; initial one‑time stock options are time‑based (5‑year cliff vest, 10‑year expiry) with partial vesting on certain terminations .
| Instrument | Grant/Valuation Basis | Performance Metric | Vesting / Term | 2024 Specifics |
|---|---|---|---|---|
| Annual RSUs (elective in lieu of cash) | 2× forgone fees; price = prior trading day close | None (time‑based; fully vested at grant) | Settle at end of board service | RSUs valued at $100,000 on 12/31/2024 using $64.91 price |
| Initial Director Stock Options (one‑time at appointment) | Notional $1,000,000 | None (time‑based) | Vest on 5th anniversary; 10‑year expiration; partial vesting on termination w/o cause, death/disability | Program unchanged for 2025 |
Other Directorships & Interlocks
- Public company board: São Carlos (Brazil) .
- Network/interlock considerations: Family relationship—son of 3G Capital co‑founder Jorge Paulo Lemann—was assessed by RBI; Board concluded independence due to lack of arrangements with father/3G .
- External investor feedback: 2025 proxy includes a shareholder communication citing BlackRock’s prior view disputing independence of 3G‑affiliated directors, explicitly naming Lemann among those viewed as not fully independent; highlights majority‑independence concerns given 3G‑associated voting power .
Expertise & Qualifications
- Investment/Entrepreneurship: Founder (Maai Ltd.), VC co‑founder (Go4it Capital); experience in digital technology, venture financing, M&A, and real estate .
- Education: B.A., Economics, Columbia University .
- Continuing education: Behavior Analysis for Investors seminar (Feb 2024) .
Equity Ownership
- Ownership Guidelines: Non‑employee directors must own 5× annual base cash retainer within 5 years of election; all with >1 year service as of Dec 31, 2024 met or were on track .
- Holdings detail and structure: As of Dec 31, 2024, Lemann held 5,254 RSUs, 15,358 options, and 15,000 common shares (held by Maai Ltd.); total non‑option value $1,320,156 at $65.18 close . As of Apr 8, 2025, beneficial ownership table lists Lemann with 20,254 common shares; footnote notes 12,374 RSUs (settle at board service termination) and 15,000 shares held by Maai Ltd. .
| Equity Detail | Dec 31, 2023 | Dec 31, 2024 |
|---|---|---|
| RSUs (#) | 3,714 | 5,254 |
| Options (#) | 15,358 | 15,358 |
| Shares (#) | 15,000 (via Maai Ltd.) | 15,000 (via Maai Ltd.) |
| Total Non‑Option Value (USD) | $1,462,125 (at $78.13) | $1,320,156 (at $65.18) |
Additional security ownership snapshot (as of Apr 8, 2025):
- Common shares beneficially owned: 20,254; footnote: includes 12,374 RSUs (settle upon termination) and 15,000 shares held by Maai Ltd.; “% of class” not material (†) in table presentation .
Governance Assessment
Strengths
- Formally independent with Board‑documented review of familial/3G considerations; no voting or other arrangements with father/3G entities .
- Solid skin‑in‑the‑game: RSUs and share ownership; on track with 5× retainer guideline; elective deferral of cash into equity increases alignment .
- Attendance threshold achieved; engaged in director education .
Watch‑items / RED FLAGS
- Independence optics: Major investors (e.g., BlackRock, per shareholder letter reproduced in 2025 proxy) have publicly questioned independence of directors with 3G affiliations, explicitly listing Lemann given family ties; this can weigh on perceived board independence and investor trust, despite RBI’s formal independence determination .
- Committee influence: No current committee assignments; limits direct oversight responsibilities (e.g., Audit/Comp/NCG/Conflicts) relative to peers .
Other Notes
- No director/officer indebtedness to RBI disclosed; no related‑party loans .
- Security ownership and RSU structure indicate deferred settlement until board service ends, reinforcing longer‑term alignment .