Item 5.02.  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers
On February 16, 2021, the Compensation Committee (the "Committee") of the Board
of Directors of McDonald's Corporation (the "Company") approved the payout
structure for the 2021 Target Incentive Plan ("TIP") awards for executives.
The target 2021 TIP awards for the Company's executives for whom disclosure was
required in the Company's most recent proxy statement are as shown in the table
below.
Name                       Position

Target TIP Award as a Percentage


                                                                                  of Base Salary
Christopher Kempczinski    President and Chief Executive Officer                       180%
Kevin Ozan                 Executive Vice President and Chief Financial                120%
                           Officer
Joseph Erlinger            President, McDonald's USA                                   110%
Ian Borden                 President, International                                    110%



TIP payouts will be primarily determined by the Company's 2021 performance on
two key financial performance metrics: operating income and Systemwide sales
(which include sales at all restaurants, whether operated by the Company or by
franchisees). Each of these metrics is a critical driver of the Company's
success. Operating income is a key component of the Company's strategy because
it requires the Company to balance increases in revenue with financial
discipline to produce strong margins and Systemwide sales is important in our
franchise model because income generation is closely correlated to sales growth.
Systemwide sales is also a good measure of franchisee health given our large
percentage of franchised restaurants.
Each of these metrics are measured on a consolidated or business segment level
basis, as applicable to each individual. For Messrs. Kempczinski and Ozan, the
payout will be based on consolidated performance. For Mr. Erlinger, the payout
will be based on a combination of the performance of McDonald's USA and
consolidated performance, and for Mr. Borden, the payout will be based on a
combination of the performance of McDonald's international markets and
consolidated performance.
In addition to the above financial metrics, 2021 TIP payouts to the executives
listed above will also include metrics that measure the Company's success in
certain aspects of human capital management. In addition to strong financial
performance, the Company believes it is important to hold executives accountable
for making progress in diversity, equity and inclusion.
Therefore, for 2021 TIP, executives will be measured on four quantitative
metrics related to championing the Company's core values, improving diversity
representation for women and underrepresented groups, and creating a strong
culture of inclusion among employees.
The 2021 STIP metrics will be operating income growth (42.5%), systemwide sales
growth (42.5%) and human capital metrics (15%). The maximum 2021 TIP award that
any of the above individuals can earn is 200% of the target award.
For compensation purposes, performance results may be adjusted from those
reported in our financial statements in order to focus our executives on the
fundamentals of the Company's underlying business performance. Any adjustments
are considered by the Committee pursuant to pre-established guidelines,
including materiality. For example, results are expressed in constant currencies
to neutralize the impact of foreign currency translation.
In addition, to better align his compensation both internally and relative to
comparable roles within our peer group, the Committee approved a base salary for
Mr. Borden of CAD $1,045,000, effective March 1, 2021.

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