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The encyclopedia · People & Management · Legal decision · 2019–2023

McDonald's board gave its CEO $40M — then clawed back $105M after learning the truth

Steve Easterbrook was fired for violating company policy. McDonald's later learned he lied and sued him for one of the largest clawbacks in corporate history.

McDonald's

What happened

Steve Easterbrook became McDonald's CEO in March 2015, leading a digital turnaround that lifted the stock by 95%. On November 1, 2019, the board fired him with immediate effect for violating company policy — he had a consensual relationship with a staff member. The board classified his departure as without cause, which entitled him to a severance package worth over $40 million.

In August 2020, McDonald's sued Easterbrook in Delaware chancery court, alleging he had lied about the number and nature of his relationships with subordinates. The company claimed he had sexual relationships with three employees in the year before his firing and awarded one of them stock options worth hundreds of thousands of dollars. Easterbrook was also accused of using his corporate email to exchange sexually explicit photos and videos.

In December 2021, Easterbrook returned $105 million in cash and stock to McDonald's — one of the largest clawbacks in corporate history. McDonald's stated this was what he would have forfeited had he been truthful at termination and been fired for cause. In 2023, the SEC fined Easterbrook $400,000 and banned him from serving as an officer or director of any public company for five years for misleading investors about the circumstances of his departure.

Why it happened

  • The board accepted Easterbrook's initial explanation and granted a without-cause severance without independently verifying his disclosures — a failure of governance diligence.
  • CEO severance packages create a moral hazard: a departing executive has a financial incentive to minimise their misconduct, and the company relies on self-reporting unless it investigates.
  • McDonald's lacked robust post-termination investigation procedures — the truth emerged only through a shareholder tip and subsequent review.
What it cost$105M clawback plus $40M+ severance initially grantedembarrassing

The lesson

A board that signs a payout on the departing executive’s own account of why he is leaving is taking his word for the price. McDonald’s paid $40M on an unchecked disclosure, then sued to get it back.

Sources

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