Maximilien de Limburg Stirum
About Maximilien de Limburg Stirum
Independent director of Restaurant Brands International (RSTRF) since June 2020; age 53; based in Brussels, Belgium. Background includes Executive Chairman of Société Familiale d’Investissements (since May 2012) and CEO/director of Denarius S.A.; previously CIO of Compagnie Nationale à Portefeuille (1995–2011). Recognized for strategy, finance, governance/accounting, M&A, and European market expertise; received 99.6% support at the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Société Familiale d’Investissements (SFI) | Executive Chairman | May 2012–present | Investment holding leadership |
| Denarius S.A. | CEO & Director | Not disclosed | Private investment advisor to SFI |
| Compagnie Nationale à Portefeuille | Chief Investment Officer | Jan 1995–Dec 2011 | Led investments |
| Forest and Biomass Holding | Director; Audit Committee Member | May 2015–Dec 2018 | Audit oversight |
| Quick Restaurants S.A. (Belgium) | Director (prior) | Not disclosed | QSR industry experience |
| Groupe Flo (France) | Director (prior) | Not disclosed | Restaurant industry experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| SFI | Executive Chairman | Private | Investment holding company |
| Denarius S.A. | CEO & Director | Private | Advisor to SFI |
| Forest and Biomass Holding | Former Director; Audit Committee Member | Private | 2015–2018 |
| Quick Restaurants S.A. | Former Director | Private | Belgium QSR |
| Groupe Flo | Former Director | Private | France restaurant company |
No current other U.S./Canadian public company directorships are disclosed in his biography .
Board Governance
- Independence: Board determined he is independent under NYSE, TSX, and Canadian securities law standards .
- Committee assignments:
- Audit Committee (member). Current membership: Hedayat (Chair), de Limburg Stirum, Melbourne; the Audit Committee oversees financial reporting, auditor independence, internal controls, compliance, and key risk areas (cybersecurity, data privacy, sustainability, tax, cash investing) .
- Conflicts Committee (member). Members: Hedayat (Chair), de Limburg Stirum, Melbourne; all members are independent under the partnership agreement; consents/approvals where conflicts could arise between RBI, the partnership, or exchangeable unit holders .
- Audit engagement: Named signatory on the 2024 Audit Committee Report recommending inclusion of audited financials and affirming auditor independence work with KPMG .
- Attendance: In 2024, the Board held 5 meetings; Audit Committee met 5 times. Each incumbent director attended at least 75% of Board and applicable committee meetings during their service period .
- Tenure: Director since June 2020 .
- Shareholder support: 99.6% votes in favor of reelection at 2024 annual meeting .
Fixed Compensation
| Year | Component | Amount | Detail |
|---|---|---|---|
| 2024 | Fees Earned/Paid in Cash | $0 | Elected to defer |
| 2024 | Stock Awards (RSUs) | $140,000 | All non-management directors elected RSUs in lieu of cash; RSUs valued at 2x forgone fees |
| 2024 | Total Director Compensation | $140,000 | Sum of above |
| Program | Annual Retainer (non-Lead) | $50,000 | 2024; unchanged for 2025 |
| Program | Committee Fee (per committee) | $10,000 | Audit/Comp/NCG/Conflicts; 2024 and 2025 |
| Program | RSU Mechanics | Based on $64.91 | Grants dated Dec 31, 2024, valued using prior-day close; fully vested at grant |
| Program | Initial Option Grant | $1,000,000 notional | One-time on joining; vests at 5th anniversary; 10-year term; partial vesting on certain terminations |
Notes: For 2024, directors could defer all retainers/fees into fully vested RSUs valued at twice the forgone cash; grant-date price reference $64.91 (Dec 30, 2024 close) .
Performance Compensation
| Element | Disclosure |
|---|---|
| Performance-based awards or metrics for non-management directors | None disclosed; director pay consists of retainers/committee fees (optionally converted to RSUs) and an initial option grant on joining; no performance conditions specified . |
Other Directorships & Interlocks
| Company | Nature | Timing | Potential Interlock/Conflict Commentary |
|---|---|---|---|
| Forest and Biomass Holding | Director; Audit Committee member | 2015–2018 | No disclosed related-party ties to RBI |
| Quick Restaurants S.A. | Director (prior) | Not disclosed | Industry experience in QSR; no current disclosed relationship with RBI |
| Groupe Flo | Director (prior) | Not disclosed | Restaurant industry experience; no disclosed relationship with RBI |
The Board’s independence review flagged potential affiliations for certain other directors (e.g., 3G-related) but did not identify any material relationship for de Limburg Stirum .
Expertise & Qualifications
- Executive leadership in private investment firms; industry experience in quick-service restaurants in Europe .
- Skills cited by the Board: strategy and business development, finance, leadership development; governance, accounting, and M&A; European geographic expertise .
- Audit and conflicts oversight experience via current committee roles .
Equity Ownership
| As of Dec 31, 2024 | RSUs (#) | Options (#) | Common Shares (#) | LP Units (#) | Total Non-Option Value ($) | Pricing Basis |
|---|---|---|---|---|---|---|
| Holdings | 8,768 | 17,934 | — | — | 571,498 | Value based on NYSE close of $65.18; excludes option value |
| Director Stock Ownership Guidelines | — | — | — | — | — | Non-employee directors must hold 5x annual base cash retainer within 5 years; RSUs count; all serving >1 year as of Dec 31, 2024 either met or were on track |
| Indebtedness to Company | — | — | — | — | — | No director or executive officer indebtedness outstanding to RBI |
Governance Assessment
- Strengths: Independent director with deep investment and European QSR experience; active on Audit and Conflicts committees; signatory to the Audit Committee Report; attendance at least 75%; strong shareholder support (99.6%) .
- Alignment: All directors (including de Limburg Stirum) elected to take RSUs in lieu of cash for 2024, increasing equity exposure; ownership guidelines (5x retainer) with RSUs counting toward compliance; his disclosed equity holdings consist primarily of RSUs and a legacy option grant program, supporting skin-in-the-game without cash retainers .
- Oversight focus: Audit Committee remit includes key risk areas (liquidity, operations, cybersecurity, data privacy, sustainability, regulatory compliance), suggesting ongoing engagement with enterprise risk management .
- Watch items: RBI’s director program includes a sizable one-time option grant upon joining (notional $1,000,000) with 5-year cliff vesting; while standard at RBI, large option grants can extend duration of incentive alignment—investors may seek transparency on strike price and vesting/expiration specifics for his original grant .
- No apparent conflicts: Board’s independence analysis did not cite any material relationships for de Limburg Stirum; Conflicts Committee members are designated independent under the partnership agreement; no indebtedness by directors to RBI is disclosed .