Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | RESTAURANT BRANDS INTERNATIONAL INC. |
Entity Central Index Key | 0001618756 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | PAY VERSUS PERFORMANCE The following table reports the compensation of our CEO (PEO) and the average compensation of our other NEOs as reported in the Summary Compensation Table for the past three years, as well as their “compensation actually paid”, alongside total shareholder return (TSR) and net income metrics, and a company-selected measure of Adjusted EBITDA. We selected this measure as the most important in linking compensation actually paid to our NEOs for 2022 to our performance, as Adjusted EBITDA was the predominant metric used in our 2022 annual incentive plan and performance share units granted in 2022, as described in more detail above. Year 1 Summary Compensation 2 Average Non-PEO Average Non-PEO 2 Value of Initial fixed $100 Net (millions) Adjusted (in millions) Total Peer Group 2022 $ 17,051,342 $ 27,404,712 $ 36,433,352 $ 57,793,584 $ 113.35 $ 124.79 $ 1,482 $ 2,378 2021 $ 13,968,789 $ 13,978,748 $ 6,914,601 $ 6,379,416 $ 102.38 $ 152.39 $ 1,253 $ 2,248 2020 $ 20,054,416 $ 17,686,735 $ 7,709,451 $ 6,253,319 $ 99.66 $ 118.40 $ 750 $ 1,864 1 Mr. Cil is the PEO for each year. The other NEOs for each year are: 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 The dollar amounts shown is this column reflect “compensation actually paid” calculated by adjusting the amounts in the 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 shown do not fully represent the actual final amount of compensation earned or actually paid to the CEO or other NEO during the applicable years. The adjustments made are shown in the table below: CEO Equity Adjustments 2020 2021 2022 Summary Compensation Table Total Compensation ($) 20,054,416 13,968,789 17,051,342 Less: Stock and Option Award Values Reported in SCT ($) (17,716,706 ) (10,769,665 ) (13,575,946 ) Plus: Fair Value of Stock and Options Awards Granted in Year ($) 16,327,370 7,792,950 15,204,487 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) (1,571,152 ) (341,716 ) 4,528,849 Fair Value as of Vesting Date of Equity Award Granted and Vested in Year ($) 0 1,423,917 734,069 Change in Fair Value of Stock and Options Awards from Prior Years that Vested in Year ($) (1,432,805 ) (111,328 ) 157,046 Less: Fair Value of Stock and Option Awards that fail to meet vesting conditions during Year ($) (0 ) (0 ) (0 ) Plus: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) 2,025,612 2,015,801 3,304,865 Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) (0 ) (0 ) (0 ) Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) 0 0 0 Compensation Actually Paid ($) 17,686,735 13,978,748 27,404,712 Average Other NEO Equity Adjustments 2020 2021 2022 Summary Compensation Table Total Compensation ($) 7,709,451 6,914,601 36,433,352 Less: Stock and Option Award Values Reported in SCT ($) (6,293,970 ) (4,942,911 ) (34,402,665 ) Plus: Fair Value of Stock and Options Awards Granted in Year ($) 5,854,254 3,640,557 53,815,223 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) (584,003 ) (250,129 ) 1,328,710 Fair Value as of Vesting Date of Equity Award Granted and Vested in Year ($) 0 585,031 264,387 Change in Fair Value of Stock and Options Awards from Prior Years that Vested in Year ($) (1,304,992 ) (144,704 ) (524,058 ) Less: Fair Value of Stock and Option Awards that fail to meet vesting conditions during Year ($) (0 ) (0 ) (0 ) Plus: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) 872,581 576,970 878,635 Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) (0 ) (0 ) (0 ) Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) 0 0 0 Compensation Actually Paid ($) 6,253,319 6,379,416 57,793,584 | ||
Company Selected Measure Name | AdjustedEBITDA | ||
Named Executive Officers, Footnote [Text Block] | The other NEOs for each year are: 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 | $ 17,051,342 | $ 13,968,789 | $ 20,054,416 |
PEO Actually Paid Compensation Amount | $ 27,404,712 | 13,978,748 | 17,686,735 |
Adjustment To PEO Compensation, Footnote [Text Block] | CEO Equity Adjustments 2020 2021 2022 Summary Compensation Table Total Compensation ($) 20,054,416 13,968,789 17,051,342 Less: Stock and Option Award Values Reported in SCT ($) (17,716,706 ) (10,769,665 ) (13,575,946 ) Plus: Fair Value of Stock and Options Awards Granted in Year ($) 16,327,370 7,792,950 15,204,487 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) (1,571,152 ) (341,716 ) 4,528,849 Fair Value as of Vesting Date of Equity Award Granted and Vested in Year ($) 0 1,423,917 734,069 Change in Fair Value of Stock and Options Awards from Prior Years that Vested in Year ($) (1,432,805 ) (111,328 ) 157,046 Less: Fair Value of Stock and Option Awards that fail to meet vesting conditions during Year ($) (0 ) (0 ) (0 ) Plus: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) 2,025,612 2,015,801 3,304,865 Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) (0 ) (0 ) (0 ) Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) 0 0 0 Compensation Actually Paid ($) 17,686,735 13,978,748 27,404,712 | ||
Non-PEO NEO Average Total Compensation Amount | $ 36,433,352 | 6,914,601 | 7,709,451 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 57,793,584 | 6,379,416 | 6,253,319 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | Average Other NEO Equity Adjustments 2020 2021 2022 Summary Compensation Table Total Compensation ($) 7,709,451 6,914,601 36,433,352 Less: Stock and Option Award Values Reported in SCT ($) (6,293,970 ) (4,942,911 ) (34,402,665 ) Plus: Fair Value of Stock and Options Awards Granted in Year ($) 5,854,254 3,640,557 53,815,223 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) (584,003 ) (250,129 ) 1,328,710 Fair Value as of Vesting Date of Equity Award Granted and Vested in Year ($) 0 585,031 264,387 Change in Fair Value of Stock and Options Awards from Prior Years that Vested in Year ($) (1,304,992 ) (144,704 ) (524,058 ) Less: Fair Value of Stock and Option Awards that fail to meet vesting conditions during Year ($) (0 ) (0 ) (0 ) Plus: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) 872,581 576,970 878,635 Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) (0 ) (0 ) (0 ) Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) 0 0 0 Compensation Actually Paid ($) 6,253,319 6,379,416 57,793,584 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | |||
Compensation Actually Paid vs. Net Income [Text Block] | |||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | |||
Total Shareholder Return Vs Peer Group [Text Block] | |||
Tabular List [Table Text Block] | Disclosure of Most Important Measures Linking Compensation Actually Paid During 2022 to Company Performance As required, we disclose below the most important measures used by RBI to link compensation actually paid to our NEOs for 2022 to our performance. For further information regarding these performance metrics and their function in our executive compensation program, please see “Compensation Discussion and Analysis” beginning on page 32. 2022 Most Important Measures (Unranked) Adjusted EBITDA Net Restaurant Growth Comparable Sales Total Shareholder Return | ||
Total Shareholder Return Amount | $ 113.35 | 102.38 | 99.66 |
Peer Group Total Shareholder Return Amount | 124.79 | 152.39 | 118.4 |
Net Income (Loss) | $ 1,482,000,000 | $ 1,253,000,000 | $ 750,000,000 |
Company Selected Measure Amount | 2,378,000,000 | 2,248,000,000 | 1,864,000,000 |
PEO Name | Mr. Cil | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted EBITDA | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Net Restaurant Growth | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Comparable Sales | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Total Shareholder Return | ||
PEO [Member] | Stock and Option Award Values Reported in SCT [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (13,575,946) | $ (10,769,665) | $ (17,716,706) |
PEO [Member] | Fair Value of Stock and Options Awards Granted in Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 15,204,487 | 7,792,950 | 16,327,370 |
PEO [Member] | Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 4,528,849 | (341,716) | (1,571,152) |
PEO [Member] | Fair Value as of Vesting Date of Equity Award Granted and Vested in Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 734,069 | 1,423,917 | 0 |
PEO [Member] | Fair Value of Stock and Options Awards from Prior Years that Vested in Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 157,046 | (111,328) | (1,432,805) |
PEO [Member] | Fair Value of Stock and Option Awards that fail to meet vesting conditions during Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 3,304,865 | 2,015,801 | 2,025,612 |
PEO [Member] | Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | Aggregate Service Cost and Prior Service Cost for Pension Plans [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | Stock and Option Award Values Reported in SCT [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (34,402,665) | (4,942,911) | (6,293,970) |
Non-PEO NEO [Member] | Fair Value of Stock and Options Awards Granted in Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 53,815,223 | 3,640,557 | 5,854,254 |
Non-PEO NEO [Member] | Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,328,710 | (250,129) | (584,003) |
Non-PEO NEO [Member] | Fair Value as of Vesting Date of Equity Award Granted and Vested in Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 264,387 | 585,031 | 0 |
Non-PEO NEO [Member] | Fair Value of Stock and Options Awards from Prior Years that Vested in Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (524,058) | (144,704) | (1,304,992) |
Non-PEO NEO [Member] | Fair Value of Stock and Option Awards that fail to meet vesting conditions during Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 878,635 | 576,970 | 872,581 |
Non-PEO NEO [Member] | Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | Aggregate Service Cost and Prior Service Cost for Pension Plans [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 0 | $ 0 | $ 0 |