MCDONALDS CORP
For the period ended May 20, 2026. Filed Apr 7, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 20, 2026 · Filed Apr 7, 2026
Contents
Compensation Setting Process
The Committee reviews our overall executive compensation program to evaluate whether it remains aligned with current business objectives and evolving best practices, including seeking feedback from our shareholders. The Committee is responsible for determining the compensation of our CEO and each of our other NEOs, informed by the respective performance evaluation of each executive. The Committee’s responsibilities regarding executive compensation are further described in the “Board and Governance” section of this Proxy Statement.
The following highlights the Committee’s annual compensation review process.
Input from our compensation consultant
The Committee’s independent compensation consultant reviews and provides input on overall compensation design and NEO target compensation opportunities.
Market considerations
The Committee considers peer data and market benchmarking pay data obtained from various survey sources.
Role of management
Management provides the Committee with its perspective on compensation matters. However, no member of management is involved in the decisions regarding their own compensation.
| 2026 Proxy Statement | 55 |
Mr. Kempczinski, while not a member of the Committee, attended portions of each Committee meeting in 2025 to contribute to and understand the Committee’s oversight of, and decisions relating to, executive compensation. In addition, Mr. Kempczinski supports the Committee’s compensation-setting process by providing an assessment of the performance of each of the NEOs other than himself and recommendations regarding their compensation. Further, the Committee regularly meets in executive session in order to discuss matters without any participation from members of management.
Shareholder Engagement
| Throughout the year, management engages in dialogue with a significant portion of our shareholders on a variety of topics, including our executive compensation program (for more details, see “Proxy Summary” beginning on page 6). The Committee considers feedback received through these direct discussions with investors in addition to prior “Say-on-Pay” results. At the 2025 Annual Shareholders’ Meeting, our shareholders continued to show strong support for our executive compensation program. The Committee considered the 2025 voting results as part of its annual review of the program and determined that our compensation guiding principles and compensation program design continued to be appropriate and aligned with our Accelerating the Arches growth strategy. | 2025 Say-on-Pay-Vote |
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Internal Pay Equity
The Committee considers the following in determining our executives’ direct compensation opportunities: competitive pay levels; relative scope of responsibilities; individual performance; tenure in position; and the effect on our general and administrative expenses. In addition, as circumstances warrant, we may provide compensation to executives outside of our regular compensation structure in connection with their hiring, promotion, or retention. This approach permits us to meet specific business objectives without distorting pay equity. In line with our core values, our global pay principles emphasize the importance of compensation that is competitive, non-discriminatory, performance-based, transparent, and compliant with legal and regulatory standards.
Independent Compensation Consultant
The Committee has the sole authority to retain and dismiss an independent compensation consultant. The Committee has engaged Semler Brossy Consulting Group LLC (“Semler Brossy”) as its independent compensation consultant. Consistent with its Charter, the Committee regularly considers its compensation consultant’s independence. In October 2025, the Committee concluded that Semler Brossy is independent and that its work for the Committee did not raise any conflicts of interest. Management may not engage the Committee’s consultant for any purpose.
| 56 | 2026 Proxy Statement |
| § The Coca-Cola Company§ Colgate Palmolive Company§ The Kraft-Heinz Company§ Marriott International, Inc.§ Mastercard Incorporated§ Mondelēz International, Inc.§ NIKE, Inc.§ PepsiCo, Inc. | § The Procter & Gamble Company§ Starbucks Corporation§ Target Corporation§ Visa Inc.§ Wal-Mart Inc.§ The Walt Disney Company§ Yum! Brands Inc. |
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Peer Companies
Consistent with our goal of providing competitive compensation to motivate and retain executive talent, we review compensation practices and levels for a group of peer companies that we believe best reflect our business. In setting target compensation levels for our executives, we use the market median for each compensation element as a reference point; however, we do not specifically target any element of compensation at a particular percentile.
Annually, based on input from Semler Brossy and management, the Committee selects a peer group comprised of companies with which we compete for talent, including our direct competitors, major retailers, producers of consumer branded goods and companies with a significant global presence, based on the following screens:
For 2025, the Compensation Committee, in consultation with Semler Brossy, modified the 2024 peer group by removing Johnson & Johnson and Walgreens Boots Alliance, Inc. because they no longer meet the criteria set forth above. The Walt Disney Company was added to the 2025 peer group based on the above criteria.
| 2026 Proxy Statement | 57 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.