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 13, 2023, the Compensation Committee of the Board of Directors of
McDonald's Corporation (the "Company") approved the payout structure for the
2023 Target Incentive Plan ("TIP") awards for executives.

The target 2023 TIP awards for the Company's named executive officers, as reflected in the Company's 2022 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                    200%
Ian Borden                      Executive Vice President and Chief                       125%
                                Financial Officer
Kevin Ozan                      Senior Executive Vice President,                         120%
                                Strategic Initiatives
Joseph Erlinger                 President, McDonald's USA                                120%
Desiree Ralls-Morrison          Executive Vice President, Chief Legal                    100%
                                Officer and Corporate Secretary


2023 TIP payouts will be primarily determined by the Company's 2023 performance
on two key financial performance metrics: operating income (40%) and Systemwide
sales (30%), which include sales at all restaurants, whether operated by the
Company or by franchisees. In addition to the financial metrics, 2023 TIP
payouts to the named executive officers listed above will also include
quantitative human capital metrics (15%) and a new metric measuring the number
of new restaurant openings (15%).

Each of these metrics is viewed as 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.
•Systemwide sales is important in our franchise model because income generation
is closely correlated to sales growth and is a good measure of franchisee health
given our large percentage of franchised restaurants.
•The quantitative human capital metrics are focused on championing the Company's
core value by improving diversity representation in leadership roles for women
globally and underrepresented groups in the U.S.
•New restaurant openings measures a key component of the Company's refreshed
Accelerating the Arches growth strategy.

The financial metrics and new restaurant openings are measured on a consolidated
or business segment level basis, as applicable to each individual. For Messrs.
Borden, Kempczinski and Ozan, and for Ms. Ralls-Morrison, the payout will be
based on (i) consolidated financial performance (operating income and Systemwide
sales); (ii) human capital metrics measured on a consolidated basis; and (iii)
the number of new restaurant openings for both the McDonald's USA and
International Operated Markets business segments. For Mr. Erlinger, the payout
will be based on (i) a combination of McDonald's USA and consolidated financial
performance (operating income and Systemwide sales); (ii) human capital metrics
measured on a consolidated basis; and (iii) the number of new restaurant
openings for McDonald's USA.

Further, in order to continue to strengthen our franchisee base, a TIP modifier
that measures the number and diversity of new franchisees will apply to Mr.
Erlinger. This modifier can increase or decrease Mr. Erlinger's 2023 TIP by 15
TIP percentage points.

The maximum 2023 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. For example,
results are expressed in constant currencies to neutralize the impact of foreign
currency translation.

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