Pay vs Performance Disclosure, Table

Pay Versus Performance

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation

S-K,

we are providing the following information about the relationship between executive compensation actually paid (“CAP”, as defined by SEC rules) and certain financial performance measures for the last five completed fiscal years. These financial metrics include total shareholder return (TSR), net income metric, and a company-selected measure of Adjusted Operating Income (AOI).

We selected AOI as the most important in linking compensation actually paid to our NEOs for 2024 to our performance, as it was the predominant metric used in our 2024 incentive plans as described in the Compensation Discussion & Analysis earlier in this Proxy Statement.


Year (1)	Summary Compensation Table Total for First PEO (Jose Cil)		Compensation Actually Paid to First PEO (2) (Jose Cil)		Summary Compensation Table Total for Second PEO (Joshua Kobza)		Compensation Actually Paid to Second PEO (2) (Joshua Kobza)			Average Summary Compensation Table Total for Non-PEO NEOs		Compensation Actually Paid to Non-PEO NEOs (2)		Total Share holder Return		Peer Group Total Shareholder Return		Net Income (millions)		Adj. Operating Income (3) (millions)
2024		—		—	$	14,469,868	($	28,120,726	)	$	6,093,196	$	203,860	$	122	$	161	$	1,445	$	2,402
2023	$	2,919,736	$	22,058,277	$	28,967,541	$	77,213,418		$	7,215,978	$	12,712,740	$	141	$	153	$	1,718	$	2,200
2022	$	17,051,342	$	27,404,712		—		—		$	36,433,352	$	57,793,584	$	113	$	133	$	1,482	$	2,084
2021	$	13,968,789	$	13,978,748		—		—		$	6,914,601	$	6,379,416	$	102	$	145	$	1,253	$	1,977
2020	$	20,054,416	$	17,686,735		—		—		$	7,709,451	$	6,253,319	$	100	$	118	$	750	$	1,624

(1)

Mr. Cil is the PEO for 2020, 2021, 2022, and two months of 2023. Mr. Kobza is the PEO for the remainder of 2023 and 2024. The other NEOs for each year are: for 2024 – Messrs. Siddiqui, Schwan, Curtis, and Ms. Granat; for 2023 – Messrs. Dunnigan, Shear, Schwan, and Curtis; for 2022 – Messrs. Doyle, Dunnigan, Kobza, and Shear; for 2021 – Messrs. Dunnigan, Kobza, Shear, and Curtis; and for 2020 – Messrs. Dunnigan, Kobza, Schwan, and Siddiqui

(2)

Dollar amounts shown in this column represent compensation actually paid calculated by adjusting amounts in summary compensation table in accordance with SEC rules. As required, the dollar amounts include unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts do not fully represent the actual final amount of compensation earned or actually paid to the CEO or other NEO during the applicable years. Adjustments made are shown in below tables.

(3)

For 2024, our Company Selected Measure is Adjusted Operating Income, consistent with our Short-Term Incentive Program. In prior years, we used Adjusted EBITDA. For more details, refer to our Compensation Discussion and Analysis, beginning on page 28. Adjusted Operating Income (AOI) is a

non-GAAP

measure, and reconciliation to Operating Income is provided in Appendix A.

CEO Equity Adjustments


All values in $US	2020			2021			2022			2023 First CEO (Jose Cil)			2023 Second CEO (Joshua Kobza)			2024
Summary Compensation Table Total		20,054,416			13,968,789			17,051,342			2,919,736			28,967,541			14,469,868
Less: Stock and Option Award values reported in SCT		(17,716,706	)		(10,769,665	)		(13,575,946	)		(2,571,384	)		(26,007,809	)		(11,626,221	)
Plus: Fair Value of Stock and Options Awards Granted in Year		16,327,370			7,792,950			15,204,487			2,223,970			57,461,293			8,143,340
Plus/Less: Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years		(1,571,152	)		(341,716	)		4,528,849			13,737,077			11,220,283			(38,966,723	)
Less: Fair Value as of Vesting Date of Equity Award Granted and Vested in Year		—			1,423,917			734,069			699,434			477,567			536,046
Plus/Less: Change in Fair Value of Stock and Options Awards from Prior Years that Vested in Year		(1,432,805	)		(111,328	)		157,046			893,104			533,178			(701,420	)
Less: Fair Value of Stock and Option Awards that fail to meet vesting conditions during Year		—			—			—			—			—			—
Plus: Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		2,025,612			2,015,801			3,304,865			4,156,340			4,561,366			24,385
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans		—			—			—			—			—			—
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans		—			—			—			—			—			—
Compensation Actually Paid		17,686,735			13,978,748			27,404,712			22,058,277			77,213,418			(28,120,725	)

Average Other NEOs Equity Adjustments


All values in $US	2020			2021			2022			2023			2024
Summary Compensation Table Total		7,709,451			6,914,601			36,433,352			7,215,978			6,093,196
Less: Stock and Option Award values reported in SCT		(6,293,970	)		(4,942,911	)		(34,402,665	)		(5,205,781	)		(4,777,605	)
Plus: Fair Value of Stock and Options Awards Granted in Year		5,854,254			3,640,557			53,815,223			6,230,469			2,912,303
Plus/Less: Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years		(584,003	)		(250,129	)		1,328,710			3,053,515			(2,935,383	)
Less: Fair Value as of Vesting Date of Equity Award Granted and Vested in Year		—			585,031			264,387			282,346			205,059
Plus/Less: Change in Fair Value of Stock and Options Awards from Prior Years that Vested in Year		(1,304,992	)		(144,704	)		(524,058	)		208,276			(177,972	)
Less: Fair Value of Stock and Option Awards that fail to meet vesting conditions during Year		—			—			—			—			(1,127,307	)
Plus: Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		872,581			576,970			878,635			927,936			11,353
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans		—			—			—			—			216
Compensation Actually Paid		6,253,319			6,379,416			57,793,584			12,712,740			203,860

Company Selected Measure Name

Adj. Operating Income

Named Executive Officers, Footnote

The other NEOs for each year are: for 2024 – Messrs. Siddiqui, Schwan, Curtis, and Ms. Granat; for 2023 – Messrs. Dunnigan, Shear, Schwan, and Curtis; for 2022 – Messrs. Doyle, Dunnigan, Kobza, and Shear; for 2021 – Messrs. Dunnigan, Kobza, Shear, and Curtis; and for 2020 – Messrs. Dunnigan, Kobza, Schwan, and Siddiqui

PEO Total Compensation Amount

$ 14,469,868

$ 17,051,342

$ 13,968,789

$ 20,054,416

PEO Actually Paid Compensation Amount

$ (28,120,725)

27,404,712

13,978,748

17,686,735

Adjustment To PEO Compensation, Footnote

CEO Equity Adjustments


All values in $US	2020			2021			2022			2023 First CEO (Jose Cil)			2023 Second CEO (Joshua Kobza)			2024
Summary Compensation Table Total		20,054,416			13,968,789			17,051,342			2,919,736			28,967,541			14,469,868
Less: Stock and Option Award values reported in SCT		(17,716,706	)		(10,769,665	)		(13,575,946	)		(2,571,384	)		(26,007,809	)		(11,626,221	)
Plus: Fair Value of Stock and Options Awards Granted in Year		16,327,370			7,792,950			15,204,487			2,223,970			57,461,293			8,143,340
Plus/Less: Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years		(1,571,152	)		(341,716	)		4,528,849			13,737,077			11,220,283			(38,966,723	)
Less: Fair Value as of Vesting Date of Equity Award Granted and Vested in Year		—			1,423,917			734,069			699,434			477,567			536,046
Plus/Less: Change in Fair Value of Stock and Options Awards from Prior Years that Vested in Year		(1,432,805	)		(111,328	)		157,046			893,104			533,178			(701,420	)
Less: Fair Value of Stock and Option Awards that fail to meet vesting conditions during Year		—			—			—			—			—			—
Plus: Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		2,025,612			2,015,801			3,304,865			4,156,340			4,561,366			24,385
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans		—			—			—			—			—			—
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans		—			—			—			—			—			—
Compensation Actually Paid		17,686,735			13,978,748			27,404,712			22,058,277			77,213,418			(28,120,725	)

Non-PEO NEO Average Total Compensation Amount

$ 6,093,196

$ 7,215,978

36,433,352

6,914,601

7,709,451

Non-PEO NEO Average Compensation Actually Paid Amount

$ 203,860

12,712,740

57,793,584

6,379,416

6,253,319

Adjustment to Non-PEO NEO Compensation Footnote

Average Other NEOs Equity Adjustments


All values in $US	2020			2021			2022			2023			2024
Summary Compensation Table Total		7,709,451			6,914,601			36,433,352			7,215,978			6,093,196
Less: Stock and Option Award values reported in SCT		(6,293,970	)		(4,942,911	)		(34,402,665	)		(5,205,781	)		(4,777,605	)
Plus: Fair Value of Stock and Options Awards Granted in Year		5,854,254			3,640,557			53,815,223			6,230,469			2,912,303
Plus/Less: Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years		(584,003	)		(250,129	)		1,328,710			3,053,515			(2,935,383	)
Less: Fair Value as of Vesting Date of Equity Award Granted and Vested in Year		—			585,031			264,387			282,346			205,059
Plus/Less: Change in Fair Value of Stock and Options Awards from Prior Years that Vested in Year		(1,304,992	)		(144,704	)		(524,058	)		208,276			(177,972	)
Less: Fair Value of Stock and Option Awards that fail to meet vesting conditions during Year		—			—			—			—			(1,127,307	)
Plus: Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		872,581			576,970			878,635			927,936			11,353
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans		—			—			—			—			216
Compensation Actually Paid		6,253,319			6,379,416			57,793,584			12,712,740			203,860

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Tabular List, Table

Disclosure of Most Important Measures Linking Compensation Actually Paid in 2024 to Company Performance

The most important measures used by RBI to link compensation actually paid to our NEOs for 2024 to our performance are disclosed below. For further information on these performance metrics and their function in our executive compensation program, refer to the Compensation Discussion & Analysis beginning on page 28.

•

Adjusted Operating Income

•

Same Store Sales (or Comparable Sales)

•

Net Restaurant Growth

•

Total Shareholder Return

Total Shareholder Return Amount

$ 122

141

113

102

100

Peer Group Total Shareholder Return Amount

161

153

133

145

118

Net Income (Loss)

$ 1,445,000,000

$ 1,718,000,000

$ 1,482,000,000

$ 1,253,000,000

$ 750,000,000

Company Selected Measure Amount

2,402,000,000

2,200,000,000

2,084,000,000

1,977,000,000

1,624,000,000

Measure:: 1

Adjusted Operating Income

Measure:: 2

Same Store Sales (or Comparable Sales)

Measure:: 3

Net Restaurant Growth

Measure:: 4

Total Shareholder Return

Mr. Cil [Member]

PEO Total Compensation Amount

$ 0

$ 2,919,736

$ 17,051,342

$ 13,968,789

$ 20,054,416

PEO Actually Paid Compensation Amount

22,058,277

$ 27,404,712

$ 13,978,748

$ 17,686,735

PEO Name

Mr. Cil

Mr. Kobza [Member]

PEO Total Compensation Amount

14,469,868

28,967,541

$ 0

PEO Actually Paid Compensation Amount

$ (28,120,726)

77,213,418

PEO Name

Mr. Kobza

PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table

PEO | Pension Adjustments Prior Service Cost

$ 0

PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(11,626,221)

(13,575,946)

(10,769,665)

(17,716,706)

PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

8,143,340

15,204,487

7,792,950

16,327,370

PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

(38,966,723)

4,528,849

(341,716)

(1,571,152)

PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

536,046

734,069

1,423,917

PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

(701,420)

157,046

(111,328)

(1,432,805)

PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year

PEO | Mr. Cil [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table

24,385

3,304,865

2,015,801

2,025,612

PEO | Mr. Cil [Member] | Pension Adjustments Prior Service Cost

PEO | Mr. Cil [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

PEO | Mr. Cil [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(2,571,384)

PEO | Mr. Cil [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

2,223,970

PEO | Mr. Cil [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

13,737,077

PEO | Mr. Cil [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

699,434

PEO | Mr. Cil [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

893,104

PEO | Mr. Cil [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year

PEO | Mr. Kobza [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table

4,156,340

PEO | Mr. Kobza [Member] | Pension Adjustments Prior Service Cost

PEO | Mr. Kobza [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

PEO | Mr. Kobza [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(26,007,809)

PEO | Mr. Kobza [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

57,461,293

PEO | Mr. Kobza [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

11,220,283

PEO | Mr. Kobza [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

477,567

PEO | Mr. Kobza [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

533,178

PEO | Mr. Kobza [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year

Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table

4,561,366

Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

216

Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(4,777,605)

(5,205,781)

(34,402,665)

(4,942,911)

(6,293,970)

Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

2,912,303

6,230,469

53,815,223

3,640,557

5,854,254

Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

(2,935,383)

3,053,515

1,328,710

(250,129)

(584,003)

Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

205,059

282,346

264,387

585,031

Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

(177,972)

208,276

(524,058)

(144,704)

(1,304,992)

Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year

(1,127,307)