Clawback Policy Meeting: Items for Discussion

By Jane Zeis, McDonald’s Corporation

1. Who should the Clawback provision apply to? Top Management? All Staff?
    
2. What compensation should be affected by the clawback? Annual Incentive? Stock Option? Restricted Stock Units? Cash Performance Plan?
    
3. Should severance payments be included in the clawback?
    
4. Should we require full payback, partial payment or reduce future payments?
    
5. For what period do we clawback LTI? All vested but unexercised stock options? All $ gained in past 12 months? Restricted Stock? CPUP?
    
6. For what reasons should we clawback? Restatement of earnings due to errors, omissions or fraud? Breaking a non-compete agreement? Termination for cause (how do we define cause)?
    
7. When should the determination of the clawback be made? At the time of restatement?
    
8. How should the clawback be communicated? Are written signatures needed?
    
9. Are there consequences for not accepting the clawback provision?
    
10. Are there consequences under FAS123R? 409A? SEC regulations? Disclosure rules?
     
11. Are clawbacks legal in all states? Internationally?
     
12. How will the clawback be viewed by Employees? Shareholders? Management?
     
13. Other issues?