Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure [Table]

Pay vs Performance [Table Text Block]

PAY VS. PERFORMANCE

VALUE OF INITIAL FIXED $100

INVESTMENT BASED ON:⁽⁵⁾

AVERAGE

SUMMARY

AVERAGE

PEER

SUMMARY

COMPENSATION

GROUP

COMPENSATION

TABLE

ACTUALLY

TOTAL

ANNUAL

TABLE

ACTUALLY

TOTAL FOR

PAID TO

SHAREHOLDER

NET

EPS

TOTAL FOR PEO

PAID TO PEO

NON-PEO NEOs

RETURNS

RETURN

INCOME

GROWTH

YEAR⁽¹⁾

($)⁽²⁾

($)⁽³⁾

($)⁽²⁾

($)⁽⁴⁾

($)

($)⁽⁶⁾

($)

(%)⁽⁷⁾

2022

17,770,514

21,484,041

6,075,626

6,708,707

143

124

6,177

15.0

2021

20,028,132

37,719,393

8,029,832

13,484,955

142

133

7,545

50.0

2020

10,847,032

9,310,935

5,126,870

4,678,147

111

110

4,731

(23.0)

(1)	Mr. Kempczinski served as our principal executive officer (“PEO”) for the entirety of 2020, 2021 and 2022. Our other NEOs for the applicable years were as follows:

2022: Messrs. Ozan, Borden, Erlinger and Rice and Ms. Ralls-Morrison;

2021: Messrs. Ozan, Borden and Erlinger and Ms. Ralls-Morrison; and

2020: Messrs. Ozan, Borden and Erlinger, and Heidi Capozzi and Jerome Krulewitch.

(2)

Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Kempczinski and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our NEOs reported for the applicable year, other than the PEO for such years.

(3)	Amounts reported in this column represent the compensation actually paid to Mr. Kempczinski as our President and CEO in the indicated fiscal years, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the following table:


	PEO
	2022		2021		2020
Summary Compensation Table - Total Compensation^(a)	$	17,770,514	$	20,028,132	$	10,847,032
- Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year^(b)	$	11,500,239	$	14,000,181	$	9,500,140
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year^(c)	$	14,642,639	$	24,274,810	$	9,684,864
+ Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years^(d)	$	2,375,183	$	7,531,726	$	(3,386,758)
+ Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year^(e)	$	0	$	0	$	0
+ Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year^(f)	$	(1,804,056)	$	(115,094)	$	1,665,937
= Compensation Actually Paid	$	21,484,041	$	37,719,393	$	9,310,935

(4)

Amounts reported in this column represent the compensation actually paid to our NEOs other than Mr. Kempczinski in the indicated fiscal year, based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the following table. See footnote 1 for our NEOs included in the average for each indicated fiscal year:


	Other NEOs Average⁽¹⁾
	2022		2021		2020
Summary Compensation Table - Total Compensation^(a)	$	6,075,626	$	8,029,832	$	5,126,870
- Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(^b)	$	3,440,186	$	5,125,135	$	3,630,184
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(^c)	$	4,304,023	$	8,313,597	$	3,818,854
+ Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(^d)	$	343,053	$	2,321,850	$	(2,031,739)
+ Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(^e)	$	0	$	0	$	199,881
+ Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(^f)	$	(573,809)	$	(55,189)	$	1,194,465
= Compensation Actually Paid	$	6,708,707	$	13,484,955	$	4,678,147

The below footnotes apply to the tables included in each of footnotes 3 and 4.

(a)

Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year.

(b)

Represents the aggregate grant date fair value as of the indicated fiscal year of the stock awards and option awards granted to each of Mr. Kempczinski and the respective NEOs as applicable for each year, during such fiscal year, calculated using the same methodology used for financial statement reporting purposes.

(c)

Represents the aggregate fair value as of the indicated fiscal year-end for each of Mr. Kempczinski’s, and the respective NEOs’ as applicable for each year, outstanding and unvested stock awards and option awards granted during such fiscal year, calculated using the same methodology used for financial statement reporting purposes.

(d)

Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by each of Mr. Kempczinski and the respective NEOs as applicable for each year, as of the last day of the indicated fiscal year, calculated using the same methodology used for financial statement reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.

(e)

Represents the aggregate fair value at vesting of the stock awards and option awards that were granted to each of Mr. Kempczinski and the respective NEOs as applicable for each year, and vested during the indicated fiscal year, calculated using the same methodology used for financial statement reporting purposes.

(f)

Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by each of Mr. Kempczinski and the respective NEOs as applicable for each year, that was granted in a prior fiscal year and which vested during the indicated fiscal year, calculated using the same methodology used for financial statement reporting purposes.

(5)

The information provided reflects the respective values at the end of each year of a $100 investment on December 31, 2019, including the reinvestment of any dividends, for each of our common stock and our peer group (see footnote 6 for further information on our peer group). Historic stock price performance is not necessarily indicative of future stock price performance.

(6)	The TSR Peer Group consists of the component companies of the DJIA, the peer group used by us for purposes of the stock performance graph in our Annual Report on Form 10-K.

(7)

Represents annual EPS growth. As noted in the CD&A, for 2022, the Committee determined that EPS growth continues to be viewed as a core driver of our performance and stockholder value creation. Accordingly, EPS is utilized as the most heavily weighted performance metric applicable to our PRSU award design. EPS growth is calculated as the percentage change in our EPS from the prior fiscal year, with EPS calculated as earnings per share, adjusted consistent with pre-established guidelines as described in the CD&A.

Company Selected Measure Name

annual EPS growth

Named Executive Officers, Footnote [Text Block]

(1)	Mr. Kempczinski served as our principal executive officer (“PEO”) for the entirety of 2020, 2021 and 2022. Our other NEOs for the applicable years were as follows:

2022: Messrs. Ozan, Borden, Erlinger and Rice and Ms. Ralls-Morrison;

2021: Messrs. Ozan, Borden and Erlinger and Ms. Ralls-Morrison; and

2020: Messrs. Ozan, Borden and Erlinger, and Heidi Capozzi and Jerome Krulewitch.

Peer Group Issuers, Footnote [Text Block]

(6)	The TSR Peer Group consists of the component companies of the DJIA, the peer group used by us for purposes of the stock performance graph in our Annual Report on Form 10-K.

PEO Total Compensation Amount

$ 17,770,514

$ 20,028,132

$ 10,847,032

PEO Actually Paid Compensation Amount

$ 21,484,041

37,719,393

9,310,935

Adjustment To PEO Compensation, Footnote [Text Block]


	PEO
	2022		2021		2020
Summary Compensation Table - Total Compensation^(a)	$	17,770,514	$	20,028,132	$	10,847,032
- Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year^(b)	$	11,500,239	$	14,000,181	$	9,500,140
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year^(c)	$	14,642,639	$	24,274,810	$	9,684,864
+ Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years^(d)	$	2,375,183	$	7,531,726	$	(3,386,758)
+ Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year^(e)	$	0	$	0	$	0
+ Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year^(f)	$	(1,804,056)	$	(115,094)	$	1,665,937
= Compensation Actually Paid	$	21,484,041	$	37,719,393	$	9,310,935

(a)

Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year.

(b)

(c)

(d)

(e)

(f)

Non-PEO NEO Average Total Compensation Amount

$ 6,075,626

8,029,832

5,126,870

Non-PEO NEO Average Compensation Actually Paid Amount

$ 6,708,707

13,484,955

4,678,147

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]


	Other NEOs Average⁽¹⁾
	2022		2021		2020
Summary Compensation Table - Total Compensation^(a)	$	6,075,626	$	8,029,832	$	5,126,870
- Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(^b)	$	3,440,186	$	5,125,135	$	3,630,184
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(^c)	$	4,304,023	$	8,313,597	$	3,818,854
+ Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(^d)	$	343,053	$	2,321,850	$	(2,031,739)
+ Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(^e)	$	0	$	0	$	199,881
+ Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(^f)	$	(573,809)	$	(55,189)	$	1,194,465
= Compensation Actually Paid	$	6,708,707	$	13,484,955	$	4,678,147

The below footnotes apply to the tables included in each of footnotes 3 and 4.

(a)

Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year.

(b)

(c)

(d)

(e)

(f)

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Compensation Actually Paid vs. Net Income [Text Block]

*Pursuant to SEC rules, the net income reflected in this graphic is consistent with GAAP. The decrease in 2022 reflects the charges related to the sale of the Company’s business in Russia, the temporary restaurant closures in Ukraine, the sale of the Dynamic Yield business and tax settlements in the U.S. and France

Compensation Actually Paid vs. Company Selected Measure [Text Block]

Tabular List [Table Text Block]

Most Important Performance Measures

The following table consists of the financial performance measures and other important metrics, which in the Company’s assessment represent the most important financial and other performance measures used by the Company to link “Compensation Actually Paid” to our NEOs for 2022. See the CD&A for further information regarding how the Company utilized each of these measures in its 2022 executive compensation program.

MOST IMPORTANT PERFORMANCE MEASURES

Earnings Per Share (EPS) Growth

Systemwide Sales Growth

Operating Income Growth

Return on Invested Capital (ROIC)

Relative Total Shareholder Return (TSR)

Share Price Increase

Human Capital Metrics

Total Shareholder Return Amount

$ 143

142

111