DEF 14A 1 d39521ddef14a.htm DEF 14A DEF 14A
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.)

 

 

LOGO  Filed by the Registrant

 

 

LOGO  Filed by a Party other than the Registrant

 

Check the appropriate box:
   
LOGO      Preliminary Proxy Statement
   
LOGO      CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
   
LOGO      Definitive Proxy Statement
   
LOGO      Definitive Additional Materials
   
LOGO      Soliciting Material under §240.14a-12

YUM! BRANDS, INC.

 

LOGO

 

LOGO

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

   

LOGO   

 

 

No fee required.

 

   

LOGO   

 

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

(1)  Titleof each class of securities to which transaction applies:

 

 

 

 

(2)  Aggregatenumber of securities to which transaction applies:

 

 

 

 

(3)  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)  Proposedmaximum aggregate value of transaction:

 

 

 

 

(5)  Totalfee paid:

 

   

LOGO   

 

 

Fee paid previously with preliminary materials.

 

 

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

 

 

(1)   AmountPreviously Paid:

 

 

 

 

(2)   Form,Schedule or Registration Statement No.:

 

 

 

 

(3)   FilingParty:

 

 

 

 

(4)   DateFiled:

 


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LOGO

YUM! Brands, Inc.

1441 Gardiner Lane

Louisville, Kentucky 40213

April 1, 2021

Dear Fellow Shareholders:

On behalf of your Board of Directors, we are pleased to invite you to attend the 2021 Annual Meeting of Shareholders of YUM! Brands, Inc. The Annual Meeting will be held Tuesday, May 11, 2021, at 9:00 a.m., central time, in the YUM! Brands Center of Restaurant Excellence at 7100 Corporate Drive in Plano, Texas or via live webcast at www.virtualshareholdermeeting.com/YUM2021.

Due to public health and safety concerns posed by the COVID-19 pandemic, shareholders are encouraged to attend via the webcast. We intend to hold our annual meeting in person and via webcast. However, we continue to monitor the situation regarding COVID-19 closely, taking into account guidance from the Centers for Disease Control and Prevention and the World Health Organization. The health and well-being of our various stakeholders is our top priority. Accordingly, we are planning for the possibility that the annual meeting may be required to be postponed or held solely by webcast, if then permitted under applicable law, in the event we or governmental officials determine that it is not advisable to hold an in-person meeting. In the event the annual meeting is postponed or held solely by webcast, we will announce that fact as promptly as practicable, and details on how to participate will be issued by press release, posted on the Investor Relations section of our website and filed with the U.S. Securities and Exchange Commission as additional proxy material. This proxy statement contains information about the matters to be voted on at the Annual Meeting and the voting process, as well as information about our directors and most highly paid executive officers.

Once again, we encourage you to take advantage of the Securities and Exchange Commission rule allowing companies to furnish proxy materials to their shareholders over the Internet. We believe that this e-proxy process expedites shareholders’ receipt of proxy materials, lowers the costs of delivery and helps reduce the Company’s environmental impact.

Your vote is important. We encourage you to vote promptly whether or not you plan to attend the meeting. You may vote your shares via a toll-free telephone number or over the Internet. If you received a paper copy of the proxy card by mail, you may sign, date and mail the proxy card in the envelope provided. Instructions regarding the three methods of voting prior to the meeting are contained on the notice or proxy card.

If you plan to attend the meeting in person, please bring your notice, admission ticket from your proxy card or proof of your ownership of YUM common stock as of March 15, 2021 as well as valid picture identification. Whether or not you attend the meeting in person or via live webcast, we encourage you to consider the matters presented in the proxy statement and vote as soon as possible.

Sincerely,

 

LOGO

David Gibbs

Chief Executive Officer

Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to Be Held on May 11, 2021—this notice and the proxy statement are available at https://investors.yum.com/governance/governance-documents. The Annual Report on Form 10-K is available at https://investors.yum.com/financial-information/annual-reports/.

 

 


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YUM! Brands, Inc.

1441 Gardiner Lane

Louisville, Kentucky 40213

 

 

 

Notice of Annual Meeting

of Shareholders

Tuesday, May 11, 2021 9:00 a.m.

YUM! Brands Center of Restaurant Excellence, 7100 Corporate Drive, Plano, Texas 75024 or via live webcast at www.virtualshareholdermeeting.com/YUM2021.

ITEMS OF BUSINESS:

 

 

  (1)

To elect twelve (12) directors to serve until the 2022 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified.

 

  (2)

To ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2021.

 

  (3)

To consider and hold an advisory vote on executive compensation.

 

  (4)

To transact such other business as may properly come before the meeting.

WHO CAN VOTE?:

 

You can vote if you were a shareholder of record as of the close of business on March 15, 2021.

ANNUAL REPORT:

 

A copy of our 2020 Annual Report on Form 10-K is included with this proxy statement.

WEBSITE:

 

You may also read the Company’s Annual Report and this Notice and proxy statement on our website at https://investors.yum.com/financial-information/annual-reports/.

DATE OF MAILING:

 

This Notice, the proxy statement and the form of proxy are first being mailed to shareholders on or about April 1, 2021.

By Order of the Board of Directors

LOGO

Scott A. Catlett

Chief Legal & Franchise Officer & Corporate Secretary

YOUR VOTE IS IMPORTANT

 

Under securities exchange rules, brokers cannot vote on your behalf for the election of directors or on executive compensation related matters without your instructions. Whether or not you plan to attend the Annual Meeting, please provide your proxy by following the instructions on your Notice or proxy card. On or about April 1, 2021, we mailed to our shareholders a Notice containing instructions on how to access the proxy statement and our Annual Report and vote online.

If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. Instead, you should follow the instructions included in the Notice on how to access and review the proxy statement and Annual Report. The Notice also instructs you on how you may submit your vote by proxy over the Internet.

If you received the proxy statement and Annual Report in the mail, please submit your proxy by marking, dating and signing the proxy card included and returning it promptly in the envelope enclosed. If you are able to attend the Annual Meeting and wish to vote your shares personally, you may do so at any time before the proxy is exercised.

 

 


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Table of Contents

 

 

 

 

PROXY STATEMENT      1  
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING      1  
GOVERNANCE OF THE COMPANY      7  

Director Biographies

     12  

Director Compensation

     17  
MATTERS REQUIRING SHAREHOLDER ACTION      29  

 

ITEM 1

   Election of Directors (Item 1 on the Proxy Card)      29  

ITEM 2

   Ratification of Independent Auditors (Item 2 on the Proxy Card)      30  

ITEM 3

   Advisory Vote on Executive Compensation (Item 3 on the Proxy Card)      31  
STOCK OWNERSHIP INFORMATION      33  
DELINQUENT SECTION 16(a) REPORTS      35  
EXECUTIVE COMPENSATION      35  
Compensation Discussion and Analysis      35  
Summary Compensation Table      55  
All Other Compensation Table      56  
Grants of Plan-Based Awards      57  
Outstanding Equity Awards at Year-End      59  
Option Exercises and Stock Vested      60  
Pension Benefits      61  
Nonqualified Deferred Compensation      63  
Potential Payments Upon Termination or Change in Control      66  
CEO Pay Ratio      68  
EQUITY COMPENSATION PLAN INFORMATION      70  
AUDIT COMMITTEE REPORT      72  
ADDITIONAL INFORMATION      75  

 

 


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YUM! Brands, Inc.

1441 Gardiner Lane

Louisville, Kentucky 40213

PROXY STATEMENT

For Annual Meeting of Shareholders To Be Held On

May 11, 2021

The Board of Directors (the “Board of Directors” or the “Board”) of YUM! Brands, Inc., a North Carolina corporation (“YUM” or the “Company”), solicits the enclosed proxy for use at the Annual Meeting of Shareholders of the Company to be held at 9:00 a.m. (Central Time), on Tuesday, May 11, 2021, at the YUM! Brands Center of Restaurant Excellence at 7100 Corporate Drive in Plano, Texas 75024 or via live webcast at www.virtualshareholdermeeting.com/YUM2021.

Due to public health and safety concerns posed by the COVID-19 pandemic, shareholders are encouraged to attend via the webcast. We intend to hold our annual meeting in person and via webcast. However, we continue to monitor the situation regarding COVID-19 closely, taking into account guidance from the Centers for Disease Control and Prevention and the World Health Organization. The health and well-being of our various stakeholders is our top priority. Accordingly, we are planning for the possibility that the annual meeting may be required to be postponed or held solely by webcast, if then permitted under applicable law, in the event we or governmental officials determine that it is not advisable to hold an in-person meeting. In the event the annual meeting is postponed or held solely by webcast, we will announce that fact as promptly as practicable, and details on how to participate will be issued by press release, posted on the Investor Relations section of our website and filed with the U.S. Securities and Exchange Commission as additional proxy material.

This proxy statement contains information about the matters to be voted on at the Annual Meeting and the voting process, as well as information about our directors and most highly paid executive officers.

QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING

What is the purpose of the Annual Meeting?

 

 

At our Annual Meeting, shareholders will vote on several important Company matters. In addition, our management will report on the Company’s performance over the last fiscal year and, following the meeting, respond to questions from shareholders.

Why am I receiving these materials?

 

 

 

The Board has made these materials available to you over the internet, or has delivered printed versions of these materials to you by mail, in connection with the Board’s solicitation of proxies for use at the 2021 Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting is scheduled to be held on Tuesday, May 11, 2021 at 9:00 a.m. Central Time, at 7100 Corporate Drive, Plano,

Texas or via live webcast through the link set forth above. You will need the 16-digit control number provided on the Notice of Internet Availability of Proxy Materials or your proxy card (see below). This solicitation is for proxies for use at the Annual Meeting or at any reconvened meeting after an adjournment or postponement of the Annual Meeting.

 

 

 

 

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QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING   

 

        

 

Why did I receive a one-page Notice in the mail regarding the Internet availability of proxy materials this year instead of a full set of proxy materials?

 

 

 

As permitted by Securities and Exchange Commission (“SEC”) rules, we are making this proxy statement and our Annual Report available to our shareholders electronically via the Internet. On or about April 1, 2021, we mailed to our shareholders a Notice containing instructions on how to access this proxy statement and our Annual Report and vote online. If you received a Notice by mail you will not receive a printed copy of the proxy materials in the mail unless you request a copy. The Notice instructs you on how to access and review all of the important information

contained in the proxy statement and Annual Report. The Notice also instructs you on how you may submit your proxy over the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Notice.

We encourage you to take advantage of the availability of the proxy materials on the Internet in order to help lower the costs of delivery and reduce the Company’s environmental impact.

 

 

Who may attend the Annual Meeting?

 

 

The Annual Meeting is open to all shareholders of record as of close of business on March 15, 2021, or their duly appointed proxies.

What do I need to bring to attend the Annual Meeting In-Person?

 

 

 

You will need valid picture identification and either an admission ticket or proof of ownership of YUM’s common stock to enter the Annual Meeting. If you are a registered owner, your Notice will be your admission ticket.

If you received the proxy statement and Annual Report by mail, you will find an admission ticket attached to the proxy card sent to you. If you plan to attend the Annual Meeting in person, please so indicate when you vote and bring the ticket with you to the Annual Meeting. If your shares are held in the name of a bank or broker, you will need to bring your legal proxy from your bank or broker and your admission ticket. If you do not bring your admission ticket, you will need proof of ownership to be admitted to the Annual Meeting. A recent brokerage statement or letter from a bank or broker is an example of proof of ownership. If you arrive at the Annual Meeting without an admission

ticket, we will admit you only if we are able to verify that you are a YUM shareholder. Your admittance to the Annual Meeting will depend upon availability of seating. All shareholders will be required to present valid picture identification prior to admittance. IF YOU DO NOT HAVE VALID PICTURE IDENTIFICATION AND EITHER AN ADMISSION TICKET OR PROOF THAT YOU OWN YUM COMMON STOCK, YOU MAY NOT BE ADMITTED INTO THE ANNUAL MEETING.

Please note that computers, cameras, sound or video recording equipment, cellular and smart phones, tablets and other similar devices, large bags, briefcases and packages will not be allowed in the meeting room. Seating is limited and admission is on a first-come, first-served basis. Seating may be further limited if necessary to comply with applicable COVID-19 safety guidelines.

 

 

 

 

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   QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING

 

    

 

What will I need in order to attend the Annual Meeting Online?

 

 

 

You may also attend the Annual Meeting, vote and submit a question during the Annual Meeting by visiting www.virtualshareholdermeeting.com/YUM2021 and using your 16-digit control number (included on your Notice Regarding the Availability of Proxy Materials, Proxy Card, or Voter Instruction Form) to enter the meeting. If you are not a stockholder of record by holding shares as a beneficial owner in street name, you may be required to provide proof of beneficial ownership, such as your most recent

account statement as of the Record Date, a copy of the voting instruction form provided by your broker, bank, trustee, or nominee, or other similar evidence of ownership. If you do not comply with the procedures outlined above, you will not be admitted to the virtual Annual Meeting. Online access will begin at 8:45 a.m. Eastern Time, and we encourage you to access the meeting prior to the start time. The meeting webcast will begin promptly at 9:00 a.m. Central Time on May 11, 2021.

 

 

May shareholders ask questions?

 

 

 

Yes. Representatives of the Company will answer shareholders’ questions of general interest following the Annual Meeting. In order to give a greater number of shareholders an opportunity to ask questions, individuals or groups will be allowed to ask only one question and no repetitive or follow-up questions will be permitted. If you

choose to attend the online meeting, you may submit a question during the Annual Meeting by visiting www.virtualshareholdermeeting.com/YUM2021 and using your 16-digit control number to enter the meeting.

Questions will be answered as time allows.

 

 

Who may vote?

 

 

You may vote if you owned YUM common stock as of the close of business on the record date, March 15, 2021. Each share of YUM common stock is entitled to one vote. As of March 15, 2021, YUM had 298.6 million shares of common stock outstanding.

What am I voting on?

 

 

 

You will be voting on the following three (3) items of business at the Annual Meeting:

 

   

The election of twelve (12) directors to serve until the next Annual Meeting of Shareholders and until their respective successors are duly elected and qualified;

 

   

The ratification of the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2021; and

   

An advisory vote on executive compensation.

We will also consider other business that properly comes before the meeting.

 

 

How does the Board of Directors recommend that I vote?

 

 

 

Our Board of Directors recommends that you vote your shares:

 

   

FOR each of the nominees named in this proxy statement for election to the Board;

   

FOR the ratification of the selection of KPMG LLP as our independent auditors; and

 

   

FOR the proposal regarding an advisory vote on executive compensation.

 

 

 

 

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QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING   

 

        

 

How do I vote before the Annual Meeting?

 

 

 

There are three ways to vote before the meeting:

 

   

By Internet — If you have Internet access, we encourage you to vote on www.proxyvote.com by following instructions on the Notice or proxy card;

 

   

By telephone — by making a toll-free telephone call from the U.S. or Canada to 1(800) 690-6903 (if you have any questions about how to vote over the phone, call 1(888) 298-6986); or

 

   

By mail — If you received your proxy materials by mail, you can vote by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided.

If you are a participant in the direct stock purchase and dividend reinvestment plan (ComputerShare CIP), as a registered shareholder, you will receive all proxy materials and may vote your shares according to the procedures outlined herein.

If you are a participant in the YUM! Brands 401(k) Plan (“401(k) Plan”), the trustee of the 401(k) Plan will only vote the shares for which it has received directions to vote from you.

Proxies submitted through the Internet or by telephone as described above must be received by 11:59 p.m.,

Eastern Time, on May 10, 2021. Proxies submitted by mail must be received prior to the meeting. Directions submitted by 401(k) Plan participants must be received by 12:00 p.m., Eastern Time, on May 9, 2021.

Also, if you hold your shares in the name of a bank or broker, your ability to vote by telephone or the Internet depends on their voting processes. Please follow the directions on your notice carefully. A number of brokerage firms and banks participate in a program provided through Broadridge Financial Solutions, Inc. (“Broadridge”) that offers telephone and Internet voting options. If your shares are held in an account with a brokerage firm or bank participating in the Broadridge program, you may vote those shares telephonically by calling the telephone number shown on the voting instruction form received from your brokerage firm or bank, or through the Internet at Broadridge’s voting website (www.proxyvote.com). Votes submitted through the Internet or by telephone through the Broadridge program must be received by 11:59 p.m., Eastern Time, on May 10, 2021.

 

 

Can I vote at the Annual Meeting?

 

 

 

Shares registered directly in your name as the shareholder of record may be voted in person or online at the Annual Meeting. Shares held through a broker or nominee may be voted in person only if you obtain a legal proxy from the broker or nominee that holds your shares giving you the right to vote the shares.

Even if you plan to attend the Annual Meeting, we encourage you to vote your shares by proxy. You may still vote your shares in person at the meeting even if you have previously voted by proxy.

 

 

Can I change my mind after I vote?

 

 

 

You may change your vote at any time before the polls close at the Annual Meeting. You may do this by:

 

   

Signing another proxy card with a later date and returning it to us prior to the Annual Meeting;

 

   

Voting again by telephone or through the Internet prior to 11:59 p.m., Eastern Daylight Saving Time, on May 10, 2021;

 

   

Giving written notice to the Corporate Secretary of the Company prior to the Annual Meeting; or

 

   

Voting again at the Annual Meeting.

Your attendance at the Annual Meeting will not have the effect of revoking a proxy unless you notify our Corporate Secretary in writing before the polls close that you wish to revoke a previous proxy.

 

 

 

 

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   QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING

 

    

 

Who will count the votes?

 

 

Representatives of Computershare, Inc. will count the votes and will serve as the independent inspector of election.

What if I return my proxy card but do not provide voting instructions?

 

 

 

If you vote by proxy card, your shares will be voted as you instruct by the individuals named on the proxy card. If you sign and return a proxy card but do not specify how your shares are to be voted, the persons named as proxies on the proxy card will vote your shares in accordance with the recommendations of the Board. These recommendations are:

 

   

FOR the election of the twelve (12) nominees for director named in this proxy statement (Item 1);

   

FOR the ratification of the selection of KPMG LLP as our independent auditors for the fiscal year 2021 (Item 2); and

 

   

FOR the proposal regarding an advisory vote on executive compensation (Item 3).

 

 

What does it mean if I receive more than one proxy card?

 

 

 

It means that you have multiple accounts with brokers and/or our transfer agent. Please vote all of these shares. We recommend that you contact your broker and/or our transfer agent to consolidate as many

accounts as possible under the same name and address. Our transfer agent is Computershare, Inc., which may be reached at 1 (888) 439-4986 and internationally at 1 (781) 575-2879.

 

 

Will my shares be voted if I do not provide my proxy?

 

 

 

Your shares may be voted if they are held in the name of a brokerage firm, even if you do not provide the brokerage firm with voting instructions. Brokerage firms have the authority under the New York Stock Exchange rules to vote shares for which their customers do not provide voting instructions on certain “routine” matters.

The proposal to ratify the selection of KPMG LLP as our independent auditors for fiscal year 2021 is considered a routine matter for which brokerage firms

may vote shares for which they have not received voting instructions. The other proposals to be voted on at our Annual Meeting are not considered “routine” under applicable rules. When a proposal is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. This is called a “broker non-vote.”

 

 

How many votes must be present to hold the Annual Meeting?

 

 

 

Your shares are counted as present at the Annual Meeting if you attend the Annual Meeting in person or online or if you properly return a proxy by Internet, telephone or mail. In order for us to conduct our Annual Meeting, a majority of the outstanding shares of

YUM common stock, as of March 15, 2021, must be present or represented by proxy at the Annual Meeting. This is referred to as a quorum. Abstentions and broker non-votes will be counted for purposes of establishing a quorum at the Annual Meeting.

 

 

 

 

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QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING   

 

        

 

How many votes are needed to elect directors?

 

 

 

You may vote “FOR” each nominee or “AGAINST” each nominee, or “ABSTAIN” from voting on one or more nominees. Unless you mark “AGAINST” or “ABSTAIN” with respect to a particular nominee or nominees or for all nominees, your proxy will be voted “FOR” each of the director nominees named in this proxy statement. In an uncontested election, a nominee will be elected as a director if the number of “FOR” votes exceeds the number of “AGAINST” votes. Abstentions will be counted

as present but not voted. Abstentions and broker non-votes will not affect the outcome of the vote on directors. Full details of the Company’s majority voting policy are set out in our Corporate Governance Principles at https://investors.yum.com/governance/governance-documents/ and at page 22 under “What other significant Board practices does the Company have? — Majority Voting Policy.”

 

 

How many votes are needed to approve the other proposals?

 

 

 

In order to be approved, the other proposals must receive the “FOR” vote of a majority of the shares, present in person or represented by proxy, and entitled to vote at the Annual Meeting. For each of these items, you may vote “FOR”, “AGAINST” or “ABSTAIN.” Abstentions will be counted as shares present and entitled to vote at the Annual Meeting. Accordingly,

abstentions will have the same effect as a vote “AGAINST” the proposals. Broker non-votes will not be counted as shares present and entitled to vote with respect to the particular matter on which the broker has not voted. Thus, broker non-votes will not affect the outcome of any of these proposals.

 

 

When will the Company announce the voting results?

 

 

The Company will announce the voting results of the Annual Meeting on a Current Report on Form 8-K filed within four business days of the Annual Meeting.

What if other matters are presented for consideration at the Annual Meeting?

 

 

The Company knows of no other matters to be submitted to the shareholders at the Annual Meeting, other than the proposals referred to in this Proxy Statement. If any other matters properly come before the shareholders at the Annual Meeting, it is the intention of the persons named on the proxy to vote the shares represented thereby on such matters in accordance with their best judgment.

 

 

 

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GOVERNANCE OF THE COMPANY

The business and affairs of YUM are managed under the direction of the Board of Directors. The Board believes that good corporate governance is a critical factor in achieving business success and in fulfilling the Board’s responsibilities to shareholders. The Board believes that its practices align management and shareholder interests.

The corporate governance section of the Company website makes available the Company’s corporate governance materials, including the Corporate Governance Principles (the “Governance Principles”), the Company’s Articles of Incorporation and Bylaws, the charters for each Board committee, the Company’s Global Code of Conduct, the Company’s Political Contributions and U.S. Government Advocacy Policy, and information about how to report concerns about the Company. To access these documents on the Company’s website, please visit, https://investors.yum.com/governance/governance-documents/.

 

LOGO

 

 

 

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GOVERNANCE OF THE COMPANY   

 

        

 

What is the composition of the Board of Directors and how often are members elected?

 

 

Our Board of Directors presently consists of 12 directors whose terms expire at this Annual Meeting. Our directors are elected annually. The average director tenure is 5 years, with our longest- and shortest-tenured directors having served for 15 years (Mr. Nelson) and for five months (Ms. Hobart), respectively. Messrs. Walter and Cavanagh exited the Board in May and October of 2020, respectively.

As discussed in more detail later in this section, the Board has determined that 11 of the 12 individuals standing for election are independent under the rules of the New York Stock Exchange (“NYSE”). The director tenure of the 12 individuals standing for election is reflected in the following chart:

 

 

LOGO

How often did the Board meet in fiscal 2020?

 

 

The Board of Directors met 8 times during fiscal 2020. Each of the directors who served in 2020 attended at least 75% of the meetings of the Board and the committees of which he or she was a member and that were held during the period he or she served as a director.

What is the Board’s policy regarding director attendance at the Annual Meeting of Shareholders?

 

 

The Board of Directors’ policy is that all directors should attend the Annual Meeting and all persons then serving as directors attended the 2020 Annual Meeting.

How does the Board select nominees for the Board?

 

 

 

The Nominating and Governance Committee considers candidates for Board membership suggested by its members and other Board members, as well as management and shareholders. The Committee’s charter provides that it may retain a third-party executive search firm to identify candidates from time to time.

 

In accordance with the Governance Principles, our Board seeks members from diverse professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. Directors should have experience  in positions with a high degree of responsibility, be leaders in the companies or institutions

 

 

 

 

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   GOVERNANCE OF THE COMPANY

 

    

 

with which they are affiliated and are selected based upon contributions they can make to the Board and management. The Committee’s assessment of a proposed candidate will include a review of the person’s judgment, experience, independence, understanding of the Company’s business or other related industries and such other factors as the Nominating and Governance Committee determines are relevant in light of the needs of the Board of Directors. The Committee believes that its nominees should reflect a diversity of experience, gender, race, ethnicity and age. The Board does not have a specific policy regarding director diversity. The Committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board, the balance of management and independent directors, the need for Audit Committee expertise and the evaluations of other prospective nominees, if any.

In connection with this evaluation, it is expected that each member of the Nominating and Governance Committee will interview the prospective nominee before the prospective nominee is presented to the full Board for consideration. After completing this evaluation and interview process, the Committee will make a recommendation to the full Board as to the person(s) who should be nominated by the Board, and the Board determines the nominee(s) after considering the recommendation and report of the Committee.

The Company’s strategic vision is grounded in our “Recipe for Growth and Good.” Our Recipe for Growth focuses on four growth drivers intended to accelerate same-store sales growth and net-new restaurant development at KFC, Pizza Hut and Taco Bell around the world. The Company remains focused on building the world’s most loved, trusted and fastest growing restaurant brands by:

 

   

Growing Unrivaled Culture and Talent to leverage our culture and people capability to fuel brand performance and franchise success;

 

   

Developing Unmatched Operating Capability, by recruiting and equipping the best restaurant operators in the world to deliver great customer experiences;

 

   

Building Relevant, Easy and Distinctive Brands, by innovating and elevating iconic restaurant brands people trust and champion; and

 

   

Achieving Bold Restaurant Development by driving market and franchise expansion with strong economics.

We look for director candidates who have the skills and experience necessary to help us achieve success with respect to the four growth drivers and the Company’s implementation of its “Recipe for Growth.” As a result, the skills that our directors possess are thoroughly considered to ensure that they align with the Company’s goals.

 

 

 

 

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The following table describes key characteristics of the Company’s “Recipe for Growth” and indicates how the skills our Board collectively possesses positively impacts the growth drivers:

 

 

LOGO

Our “Recipe for Good” provides a roadmap for socially responsible and sustainable stewardship of people, food and planet. This allows us to elevate the importance of people and continue building an equitable and inclusive culture that, in turn, helps us better serve our customers and communities where we operate. Guided by this Recipe, we will strive to unlock potential in people and communities, grow sustainably and continue to serve delicious food that people trust. By leveraging our Recipe for Good in 2020, we were able to launch our Unlocking Opportunity Initiative which focuses on equity and inclusion, education, and entrepreneurship and is supported by a $100 million investment over five years. Through the guiding principles that underlie our Recipe for Growth and Good, we are confident that we will continue to be successful in unlocking our potential.

We believe that each of our directors has met the guidelines set forth in the Governance Principles. As noted in the director biographies that follow in this section, our directors have experience, qualifications and skills across a wide range of public and private companies, possessing a broad spectrum of experience both individually and collectively. In addition to the information provided in the director biographies, our director nominees’ qualifications, experiences and skills are summarized in the following matrix. This matrix is intended to provide a summary of our directors’ qualifications and should not be considered to be a complete list of each nominee’s strengths and contributions to the Board.

 

 

LOGO

 

 

 

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Lauren R. Hobart was appointed to the Board in November 2020 and will stand for election to the Board by our shareholders for the first time. Ms. Hobart was recommended to our Nominating and Governance Committee by our Non-Executive Chairperson. For a shareholder to submit a candidate for consideration by the Nominating and Governance Committee, a shareholder must notify YUM’s Corporate Secretary, YUM! Brands, Inc., 1441 Gardiner Lane, Louisville, Kentucky 40213. The recommendation must contain the information described on page 76.

 

 

 

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Director Biographies

 

 

LOGO

 

Paget L. Alves

 

  

 

Background

 

Paget L. Alves served as Chief Sales Officer of Sprint Corporation, a wireless and wireline communications services provider, from January 2012 to September 2013 after serving as President of that company’s Business Markets Group beginning in 2009. Mr. Alves currently serves on the boards of directors of Assurant, Inc. and Synchrony Financial. Mr. Alves has previously served as a Director of Ariel Investments, LLC and International Game Technology PLC.

 

Specific Qualifications, Experience, Skills and Expertise:

 

  Operating, finance and management experience, including as Chief Sales Officer of a wireless and wireline communications company

 

  Global sales experience

 

  Public company directorship and committee experience

 

 

Age 66

 

Director since 2016

 

Independent

 

 

Committees:

  Audit, Chair

 

Favorite YUM! Brands Food:

 

 

LOGO

 

Chicken Chalupas

 

 

 

LOGO

 

Keith Barr

 

  

 

Background

 

Keith Barr is the Chief Executive Officer of InterContinental Hotels Group plc (IHG), a predominately franchised, global organization that includes brands such as InterContinental Hotels & Resorts, Holiday Inn Family and Crowne Plaza Hotels & Resorts. He has served in this role since July 2017. He served as Chief Commercial Officer of IHG from 2013 to July 2017 and prior to that, as Chief Executive Officer of IHG’s Greater China business. Prior to this position, Mr. Barr served IHG in a number of senior positions in IHG’s Americas and Asia, Middle East and Africa (AMEA) regions.

 

Specific Qualifications, Experience, Skills and Expertise:

 

  Operating and management experience, including as Chief Executive Officer of a franchised, global company

 

  Expertise in strategic planning, branding and corporate leadership

 

 

Age 50

 

Director since 2020

 

Independent

 

 

Committees:

  Management Planning and Development

 

Favorite YUM! Brands Food:

 

LOGO

 

7 Layer Burrito

 

 

 

 

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LOGO

 

Christopher M. Connor

 

  

 

Background

 

Christopher M. Connor served as Chairman and Chief Executive Officer of The Sherwin-Williams Company, a global manufacturer of paint, architectural coatings, industrial finishes and associated supplies, until 2016. Mr. Connor held a number of executive positions at Sherwin-Williams beginning in 1983. He served as Chief Executive Officer from 1999 to 2015 and Chairman from 2000 to 2016. He currently serves on the boards of Eaton Corporation plc and International Paper Company.

 

Specific Qualifications, Experience, Skills and Expertise:

 

  Operating and management experience, including as Chairman and CEO of a Fortune 500 company

 

  Expertise in marketing, human resources, talent development, public company executive compensation, planning and operational and financial processes

 

  Public company directorship and committee experience

 

 

Age 65

 

Director since 2017

 

Independent

 

 

Committees:

  Management Planning and Development, Chair

 

Favorite YUM! Brands Food:

 

 

 

LOGO

 

Chicken Pot Pie

 

 

 

LOGO

 

Brian C. Cornell

 

  

 

Background

 

Brian C. Cornell joined the Yum! Brands Board in 2015 and has served as Non-Executive Chairman since November 2018. Mr. Cornell is Chairperson and Chief Executive Officer of Target Corporation, a general merchandise retailer. He has held this position since August 2014. Mr. Cornell served as the Chief Executive Officer of PepsiCo Americas Foods, a division of PepsiCo, Inc. from March 2012 to July 2014. From April 2009 to January 2012, Mr. Cornell served as the Chief Executive Officer and President of Sam’s Club, a division of Wal-Mart Stores, Inc. and as an Executive Vice President of Wal-Mart Stores, Inc. He has been a Director of Target Corporation since 2014. He has previously served as a Director of Home Depot, OfficeMax, Polaris Industries Inc., Centerplate, Inc. and Kirin-Tropicana, Inc.

 

Specific Qualifications, Experience, Skills and Expertise:

 

  Operating and management experience, including as Chairman and Chief Executive Officer of a merchandise retailer

 

  Expertise in strategic planning, retail business, branding and corporate leadership

 

  Public company directorship experience and committee experience

 

 

Age 62

 

Director since 2015

 

Independent,

 

Non-Executive Chairman

 

 

Committees:

  Management Planning and Development

  Nominating and Governance

 

Favorite YUM! Brands Food:

 

 

LOGO

 

Classic Bean Burrito

 

 

 

 

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LOGO

Tanya L. Domier

 

  

 

Background

 

Tanya L. Domier is Chief Executive Officer of Advantage Solutions, Inc., a North American provider of outsourced sales, marketing and business solutions, and has served in that role since January 2013. Prior to serving as Advantage Solutions’ CEO, Ms. Domier served as its President and Chief Operating Officer from 2010 to 2013. Ms. Domier joined Advantage Solutions in 1990 from the J.M. Smucker Company and has held a number of executive level roles in sales, marketing and promotions. Ms. Domier has served as a director of Advantage Solutions since 2006 and currently also serves as a director of Nordstrom, Inc.

 

Specific Qualifications, Experience, Skills and Expertise:

 

  Operating and management experience as Chief Executive Officer

 

  Expertise in strategic planning, finance, global commerce and corporate leadership

 

  Public company directorship and committee experience

 

 

Age 55

 

Director since 2018

 

Independent

 

 

Committees:

  Audit

 

Favorite YUM! Brands Food:

 

LOGO

 

Thin Veggie Lover’s Pizza

 

 

 

 

LOGO

David W. Gibbs

 

  

 

Background

 

David W. Gibbs is the current Chief Executive Officer of YUM. He has served in that position since January 2020. Prior to that, he served as President and Chief Operating Officer from August 2019 to December 2019, as President, Chief Operating Officer and Chief Financial Officer from January 2019 to August 2019 and as President and Chief Financial Officer from May 2016 to December 2018. Previously, Mr. Gibbs served as the Chief Executive Officer of the Company’s Pizza Hut Division from January 2015 until April 2016 and was its President from January 2014 through December 2014. Mr. Gibbs served as a director of Sally Beauty Holdings from March 2016 until January 2020.

 

Specific Qualifications, Experience, Skills and Expertise:

 

  Operational and global management experience, including as Chief Executive Officer, Chief Operating Officer and Chief Financial Officer of the Company

 

  Expertise in finance, strategic planning, global branding, franchising and corporate leadership

 

  Public company directorship and committee experience

 

 

Age 58

 

Director since 2019

 

 

 

Favorite YUM! Brands Food:

 

LOGO

 

Award Winning

Charburger

 

 

 

 

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LOGO

Mirian M. Graddick-Weir

 

  

 

Background

 

Mirian M. Graddick-Weir retired as Executive Vice President of Human Resources for Merck & Co., Inc., a pharmaceutical company, in November, 2018. She had held that position since 2008. From 2006 until 2008, she was Senior Vice President of Human Resources of Merck & Co., Inc. Prior to this position, she served as Executive Vice President of Human Resources of AT&T Corp. from 2001 to 2006. Ms. Graddick-Weir has served as a director of Booking Holdings, Inc. since June 2018.

 

Specific Qualifications, Experience, Skills and Expertise:

 

  Management experience, including as Executive Vice President of human resources for a pharmaceutical company

 

  Expertise in global human resources, corporate governance and public company compensation

 

  Public company directorship and committee experience

 

 

Age 66

 

Director since 2012

 

Independent

 

 

Committees:

  Management Planning and Development

  Nominating and Governance, Chair

 

Favorite YUM! Brands Food:

 

 

 

 

LOGO

 

Hot Wings

 

 

 

 

LOGO

Lauren R. Hobart

 

  

 

Background

 

Lauren R. Hobart is President and Chief Executive Officer of DICK’S Sporting Goods. She previously served as President of DICK’S Sporting Goods, beginning in 2017. Prior to this role, Ms. Hobart was Senior Vice President and Chief Marketing Officer of DICK’S Sporting Goods. Prior to joining DICK’S Sporting Goods, Ms. Hobart spent 14 years at PepsiCo in various roles. Ms. Hobart currently serves on the board of directors of DICK’S Sporting Goods and previously served on the board of directors of Sonic Corp. from 2014 to 2018.

 

Specific Qualifications, Experience, Skills and Expertise:

 

  Operating, marketing and management experience, including as President of a merchandise retailer

 

  Expertise in technology, finance, strategic planning and marketing

 

  Public company directorship experience

 

 

Age 52

 

Director since November 2020

 

Independent

 

 

Committees:

  Audit

 

Favorite YUM! Brands Food:

 

LOGO

 

Chicken Quesadilla

 

 

 

 

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LOGO

Thomas C. Nelson

 

  

 

Background

 

Thomas C. Nelson is President and Chief Executive Officer of National Gypsum Company, a building products manufacturer. He has held this position since 1999 and was elected Chairman of the Board in January 2005. From 1995 to 1999, Mr. Nelson served as the Vice Chairman and Chief Financial Officer of National Gypsum. Mr. Nelson previously worked for Morgan Stanley & Co. and in the United States Defense Department as Assistant to the Secretary and was a White House Fellow. He serves as a director of Atrium Health and has served as a director for the Federal Reserve Bank of Richmond. His term with the Federal Reserve Bank of Richmond expired on December 31, 2020.

 

Specific Qualifications, Experience, Skills and Expertise:

 

  Operational and management experience, including as President and Chief Executive Officer of a building products manufacturer

 

  Senior government experience as Assistant to the Secretary of the United States Defense Department and as a White House Fellow

 

  Expertise in finance, strategic planning, business development and retail business

 

  Public company directorship and committee experience

 

 

Age 58

 

Director since 2006

 

Independent

 

 

Committees:

  Management Planning and Development

  Nominating and Governance

 

Favorite YUM! Brands Food:

 

 

LOGO

 

Pepperoni Lover’s Pizza

 

 

 

 

LOGO

P. Justin Skala

 

  

 

Background

 

P. Justin Skala is the Chief Executive Officer of BMI Group, the largest manufacturer of flat and pitched roofing and waterproofing solutions throughout Europe. He has served in that role since September 1, 2019. Prior to joining BMI Group, Mr. Skala served as Executive Vice President, Chief Growth and Strategy Officer for the Colgate-Palmolive Company, from July 2018 until July 2019. From 2016 until 2018 he served as Chief Operating Officer, North America, Europe, Africa/Eurasia and Global Sustainability for Colgate-Palmolive Company. From 2013 to 2016 he was President of Colgate-North America and Global Sustainability for Colgate-Palmolive Company. From 2010 to 2013 he was the President of Colgate - Latin America. From 2007 to 2010, he was President of Colgate - Asia.

 

Specific Qualifications, Experience, Skills and Expertise:

 

  Global operating and management experience, including as Chief Executive Officer at a large international manufacturer and as President of major divisions of a consumer products company

 

  Expertise in branding, marketing, finance, sales, strategic planning and international business development

 

 

 

Age 61

 

Director since 2016

 

Independent

 

 

Committees:

  Audit

 

Favorite YUM! Brands Food:

 

 

 

LOGO

 

KFC Bucket of Original

Recipe Chicken

 

 

 

 

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LOGO

 

Elane B. Stock

 

  

 

Background

 

Elane B. Stock has served as the Chief Executive Officer of ServiceMaster Brands, LLC since 2020. Prior to this role, Ms. Stock served as Group President of Kimberly-Clark International, a division of Kimberly-Clark Corporation, a global consumer products company, from 2014 to 2016. From 2012 to 2014 she was the Group President for Kimberly-Clark Professional. Prior to this role, Ms. Stock was the Chief Strategy Officer of Kimberly-Clark Corporation. Earlier in her career, Ms. Stock was a partner at McKinsey & Company in the U.S. and Ireland, where she was the Managing Director. Ms. Stock currently serves on the Board of Reckitt Benckiser.

 

Specific Qualifications, Experience, Skills and Expertise:

 

  Global operating and management experience, including as group president of a consumer products company

 

  Expertise in branding, marketing, finance, sales, strategic planning and international business development

 

  Public company directorship experience and committee experience

 

 

Age 56

 

Director since 2014

 

Independent

 

 

Committees:

  Audit

 

Favorite YUM! Brands Food:

 

 

LOGO

 

KFC Bucket of Original

Recipe Chicken

 

 

 

LOGO

 

Annie Young-Scrivner

 

  

 

Background

 

Annie Young-Scrivner has served as the Chief Executive Officer of Wella Company, the parent of beauty brands, including Clairol and OPI, since 2020. Prior to this role, Ms. Young-Scrivner was Chief Executive Officer of Godiva Chocolatier, Inc., a manufacturer of Belgian chocolates. Prior to joining Godiva in August 2017, Ms. Young-Scrivner was Executive Vice President, Global Digital & Loyalty Development with Starbucks Corporation from 2015 until her departure in April 2017. At Starbucks, Ms. Young-Scrivner also served as President, Teavana & Executive Vice President of Global Tea from 2014 to 2015, Global Chief Marketing Officer & President of Tazo Tea from 2009 to 2012, and President of Starbucks Canada from 2012 to 2014. Prior to joining Starbucks, Ms. Young-Scrivner held senior leadership positions at PepsiCo, Inc. in sales, marketing and general management, including her role as Region President of PepsiCo Foods Greater China from 2006 to 2008. She has been a director of Tiffany & Co. since 2018, and has previously served as a director of Macy’s, Inc.

 

Specific Qualifications, Experience, Skills and Expertise:

 

  Operating and management experience, including as Chief Executive Officer of consumer goods company

 

  Public company directorship and committee experience

 

 

Age 52

 

Director since 2020

 

Independent

 

 

Committees:

  Audit

 

Favorite YUM! Brands Food:

 

LOGO

 

Pan Pepperoni

Pizza with Crushed Red Pepper

 

If elected, we expect that all of the aforementioned nominees will serve as directors and hold office until the 2022 Annual Meeting of Shareholders and until their respective successors have been elected and qualified.

Director Compensation

How are directors compensated?

 

 

 

Employee Directors. Employee directors do not receive additional compensation for serving on the Board of Directors.

Non-Employee Directors Annual Compensation. The annual compensation for each non-employee Director is summarized in the table below. For 2020, each non-employee Director received an annual stock grant retainer with a fair market value of $260,000. Directors

may request to receive up to one-half of their stock retainer in cash. The request must be submitted to the Chair of the Management Planning and Development Committee. Directors may also defer payment of their retainers pursuant to the Directors Deferred Compensation Plan. Deferrals are invested in phantom Company stock and paid out in shares of Company stock. Deferrals may not be made for less than two years.

 

 

 

 

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Chairperson of the Board and Committee Chairperson Retainers. In recognition of their added duties, the Chairperson of the Board (Mr. Cornell in 2020) receives an additional $170,000 stock retainer annually and the Chairs of the Audit Committee (Mr. Nelson in 2020), Management Planning and Development Committee (Mr. Connor in 2020) and the Nominating and Governance Committee (Ms. Graddick-Weir in 2020) each receive an additional $25,000, $20,000 and $20,000 annual stock retainer, respectively. These committee chairperson retainers were paid in February of 2020.

Initial Stock Grant upon Joining Board. Non-employee directors also receive a one-time stock grant with a fair market value of $25,000 on the date of grant upon joining the Board, distribution of which is deferred until termination from the Board.

Matching Gifts. To further YUM’s support for charities, non-employee directors are able to participate in the YUM! Brands, Inc. Matching Gifts Program on the same terms as members of YUM’s Global Leadership Team. Under this program, the YUM! Brands Foundation will match up to $10,000 a year in contributions by the director to a charitable institution approved by the YUM! Brands Foundation. At its discretion, the Foundation may match director contributions exceeding $10,000.

Insurance. We also pay the premiums on directors’ and officers’ liability and business travel accident insurance

policies. The annual cost of this coverage was approximately $2 million. This is not included in the tables below as it is not considered compensation to the directors.

In setting director compensation, the Company considers the significant amount of time that directors expend in fulfilling their duties to the Company as well as the skill level required by the Company of members of the Board. The Board reviews each element of director compensation at least every two years.

In November 2020, the Management Planning and Development Committee of the Board (“Committee”) benchmarked the Company’s director compensation against director compensation from the Company’s Executive Peer Group discussed at page 51. Data for this review was prepared for the Committee by its independent consultant, Meridian Compensation Partners LLC. This data revealed that the Company’s total director compensation was at market median measured against this benchmark, that the retainer paid to our Non-Executive Chairperson is slightly above market median and that the retainers paid to the Chairpersons of the Audit Committee, Management Planning and Development Committee and Nominating and Governance Committee were generally consistent with market practice, but were approximately $5,000 below market median. Based on this data, the Committee recommended no changes to our director compensation program.

 

 

 Name   

Fees Earned or

Paid in Cash

($)

    

Stock

Awards

($)(1)

    

Option/SAR

Awards

($)(2)

    

All Other

Compensation

($)(3)

    

Total 

($) 

 (a)

 

  

(b)

 

    

(c)

 

    

(d)

 

    

(e)

 

    

(f) 

 

Alves, Paget

            260,000               10,000        270,000   

Barr, Keith

            220,000               10,000        230,000   

Cavanagh, Michael

            260,000                      260,000   

Connor, Christopher

            280,000                      280,000   

Cornell, Brian

            430,000                      430,000   

Domier, Tanya

            260,000                      260,000   

Graddick-Weir, Mirian

            280,000                      280,000   

Hobart, Lauren

            25,000                      25,000   

Nelson, Thomas

            285,000                      285,000   

Skala, Justin

            260,000                      260,000   

Stock, Elane

            260,000                      260,000   

Walter, Robert

            260,000               10,000        270,000   

Young-Scrivner, Annie

            220,000                      220,000   

 

  (1)

Amounts in column (c) represent the grant date fair value for annual stock retainer awards, Committee Chairperson retainer awards, Non-Executive Chairperson awards granted to directors in 2020. Retainer awards are pro-rated for partial years of service.

 

 

 

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  (2)

At December 31, 2020, the aggregate number of stock appreciation rights (“SARs”) awards outstanding for each non-employee director was:

 

 Name

 

  

SARs

 

Alves, Paget

     —   

Barr, Keith

  

Cavanagh, Michael

     18,531  

Connor, Christopher

      

Cornell, Brian

     6,491  

Domier, Tanya

      

Hobart, Lauren

      

Graddick-Weir, Mirian

     22,752  

Nelson, Thomas

     24,631  

Skala, Justin

     4,646  

Stock, Elane

     10,003  

Young-Scrivner, Annie

      

Walter, Robert

     24,631  

 

  (3)

Amounts in this column represent charitable matching gifts.

What are the Company’s policies and procedures with respect to related person transactions?

 

 

 

Under the Company’s policies and procedures for the review of related person transactions the Nominating and Governance Committee reviews related person transactions in which we are or will be a participant to determine if they are in the best interests of our shareholders and the Company. Transactions, arrangements, or relationships or any series of similar transactions, arrangements or relationships in which a related person had or will have a material interest and that exceed $100,000 are subject to the Nominating and Governance Committee’s review. Any member of the Nominating and Governance Committee who is a related person with respect to a transaction under review may not participate in the deliberation or vote respecting approval or ratification of the transaction.

Related persons are directors, director nominees, executive officers, holders of 5% or more of our voting stock and their immediate family members. Immediate

family members are spouses, parents, stepparents, children, stepchildren, siblings, daughters-in-law, sons-in-law and any person, other than a tenant or domestic employee, who resides in the household of a director, director nominee, executive officer or holder of 5% or more of our voting stock.

After its review, the Nominating and Governance Committee may approve or ratify the transaction. The related person transaction policies and procedures provide that certain transactions are deemed to be pre-approved, even though they exceed $100,000. Pre-approved transactions include employment of executive officers, director compensation, and transactions with other companies if the aggregate amount of the transaction does not exceed the greater of $1 million or 2% of that other company’s total revenues and the related person is not an executive officer of that other company.

 

 

Does the Company require stock ownership by directors?

 

 

 

The Board believes that the number of shares of the Company’s common stock owned by each non-management director is a personal decision; however, the Board strongly supports the position that non-management directors should own a meaningful number of shares in the Company and expects that each non-management director will (i) own Company common shares with a value of at least five times the

annual Board retainer; (ii) accumulate those shares during the first five years of the director’s service on the Board; and (iii) hold these shares at least until the director departs the Board. Each director may sell enough shares to pay taxes in connection with the receipt of his or her retainer or the exercise of stock appreciation rights and the ownership guideline will be adjusted to reflect the sale to pay taxes.

 

 

 

 

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How much YUM stock do the directors own?

 

 

Stock ownership information for each director is shown in the table on page 34.

Does the Company have stock ownership guidelines for executives and senior management?

 

 

 

The Committee has adopted formal stock ownership guidelines that set minimum expectations for executive and senior management ownership. These guidelines are discussed on page 52.

The Company has maintained an ownership culture among its executive and senior managers since its formation. Substantially all executive officers and members of senior management hold stock well in excess of the guidelines.

 

 

How Can Shareholders Nominate for the Board?

 

 

 

Director nominations for inclusion in YUM’s proxy materials (Proxy Access). Our bylaws permit a shareholder, or group of up to 20 shareholders, owning continuously for at least three years shares of YUM stock representing an aggregate of at least 3% of our outstanding shares, to nominate and include in YUM’s proxy materials director nominees constituting up to 20% of YUM’s Board, provided that the shareholder(s) and nominee(s) satisfy the requirements in YUM’s bylaws. Notice of proxy access director nominees for the 2022 Annual Meeting of Shareholders must be received by us no earlier than November 2, 2021, and no later than December 2, 2021.

Director nominations to be brought before the 2022 Annual Meeting of Shareholders.

Director nominations that a shareholder intends to present at the 2022 Annual Meeting of Shareholders, other than through the proxy access procedures described above, must have been received no later than February 10, 2022. These nominations must be submitted by a shareholder in accordance with the requirements specified in YUM’s bylaws.

Where to send director nominations for the 2022 Annual Meeting of Shareholders. Director nominations brought by shareholders must be delivered to YUM’s Corporate Secretary by mail at YUM! Brands, Inc., 1441 Gardiner Lane, Louisville, Kentucky 40213 and received by YUM’s Corporate Secretary by the dates set forth above.

 

 

What is the Board’s leadership structure?

 

 

 

On November 16, 2018, Brian C. Cornell assumed the position of Non-Executive Chairperson of the Board. Applying our Corporate Governance Principles, the Board determined that based on Mr. Cornell’s independence, it would not appoint a Lead Director when Mr. Cornell became Non-Executive Chairperson.

The Nominating and Governance Committee annually reviews the Board’s leadership structure and evaluates the performance and effectiveness of the Board of Directors. The Board retains the authority to modify its leadership structure in order to stay current with our Company’s circumstances and advance the best interests of the Company and its shareholders as and

when appropriate. The Board’s annual self-evaluation includes questions regarding the Board’s opportunities for open communication and the effectiveness of executive sessions.

The Company’s Governance Principles provide that the Chief Executive Officer (“CEO”) may serve as Chairperson of the Board. These Principles also provide for an independent Lead Director when the CEO is serving as Chairperson. During 2020, our CEO did not serve as Chairperson. Our Board believes that Board independence and oversight of management are effectively maintained through a strong independent Chairperson or Lead Director and

 

 

 

 

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through the Board’s composition, committee system and policy of having regular executive sessions of non-employee directors, all of which are discussed below. As Non-Executive Chairperson, Mr. Cornell is responsible for supporting the CEO on corporate strategy along with leadership development. Mr. Cornell also works with the CEO in setting the agenda and schedule for meetings of the Board, in addition to performing the duties that would otherwise be performed by a Lead Director, as described below.

 

As CEO, Mr. Gibbs is responsible for leading the Company’s strategies, organization design, people development and culture, and for providing the day-to-day leadership over operations.

To ensure effective independent oversight, the Board has adopted a number of governance practices discussed below.

 

 

What are the Company’s governance policies and ethical guidelines?

 

 

 

   

Board Committee Charters. The Audit, Management Planning and Development, and Nominating and Governance Committees of the YUM Board of Directors operate pursuant to written charters. These charters were approved by the Board of Directors and reflect certain best practices in corporate governance. These charters comply with the requirements of the NYSE. Each charter is available on the Company’s website at https://investors.yum.com/governance/committee-composition-and-charters/.

 

   

Governance Principles. The Board of Directors has documented its corporate governance guidelines in the YUM! Brands, Inc. Corporate Governance Principles. These guidelines are available on the Company’s website at https://investors.yum.com/governance/governance-documents/.

 

   

Ethical Guidelines. YUM’s Global Code of Conduct was adopted to emphasize the Company’s

   

commitment to the highest standards of business conduct. The Code of Conduct also sets forth information and procedures for employees to report misconduct, ethical or accounting concerns, or other violations of the Code of Conduct in a confidential manner. The Code of Conduct applies to the Board of Directors and all employees of the Company, including the chief executive officer, the chief financial officer and the principal accounting officer. Our directors and the senior-most employees in the Company are required to regularly complete a conflicts of interest questionnaire and certify in writing that they have read and understand the Code of Conduct. The Code of Conduct is available on the Company’s website at https://investors.yum.com/governance/governance-documents/. The Company intends to post amendments to or waivers from its Code (to the extent applicable to the Board of Directors or executive officers) on this website.

 

 

What other significant Board practices does the Company have?

 

 

 

   

Private Executive Sessions. Our non-management directors meet in executive session at each regular Board meeting. The executive sessions are attended only by the non-management directors and are presided over by the Lead Director or our Non-Executive Chairperson, as applicable. Our independent directors meet in executive session at least once per year.

 

   

Role of Lead Director. Our Governance Principles require the election, by the independent directors, of a Lead Director when the CEO is also serving as Chairperson.

The Board currently does not have a Lead Director, and the duties of the Lead Director are fulfilled by Mr. Cornell

as Non-Executive Chairperson. Since Mr. Cornell is independent, the Board determined that it would not appoint a separate Lead Director upon Mr. Cornell’s appointment as Non-Executive Chairperson.

The Lead Director position is structured so that one independent Board member is empowered with sufficient authority to ensure independent oversight of the Company and its management. The Lead Director position has no term limit and is subject only to annual approval by the independent members of the Board. Based upon the recommendation of the Nominating and Governance Committee, the Board has determined that the Lead Director, when appointed, is responsible for:

 

 

 

 

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(a)

Presiding at all executive sessions of the Board and any other meeting of the Board at which the Chairperson is not present, and advising the Chairperson and CEO of any decisions reached or suggestions made at any executive session,

 

(b)

Approving in advance agendas and schedules for Board meetings and the information that is provided to directors,

 

(c)

If requested by major shareholders, being available for consultations and direct communication,

 

(d)

Serving as a liaison between the Chairperson and the independent directors, and

 

(e)

Calling special meetings of the independent directors.

 

   

Advance Materials. Information and data important to the directors’ understanding of the business or matters to be considered at a Board or Board committee meeting are, to the extent practical, distributed to the directors sufficiently in advance of the meeting to allow careful review prior to the meeting.

 

   

Board and Committees’ Evaluations. The Board has an annual self-evaluation process that is led by the Nominating and Governance Committee. This assessment focuses on the Board’s contribution to the Company and emphasizes those areas in which

   

the Board believes a better contribution could be made. As a part of this process, the Chairperson of the Board or the Chairperson of the Nominating and Governance Committee conduct personal interviews with each member of the Board, the results of which are summarized and discussed in an executive session. In addition, the Audit, Management Planning and Development and Nominating and Governance Committees also each conduct similar annual self-evaluations.

 

   

Majority Voting Policy. Our Articles of Incorporation require majority voting for the election of directors in uncontested elections. This means that director nominees in an uncontested election for directors must receive a number of votes “for” his or her election in excess of the number of votes “against.” The Company’s Governance Principles further provide that any incumbent director who does not receive a majority of “for” votes will promptly tender to the Board his or her resignation from the Board. The resignation will specify that it is effective upon the Board’s acceptance of the resignation. The Board will, through a process managed by the Nominating and Governance Committee and excluding the nominee in question, accept or reject the resignation within 90 days after the Board receives the resignation. If the Board rejects the resignation, the reason for the Board’s decision will be publicly disclosed.

 

 

What access do the Board and Board committees have to management and to outside advisors?

 

 

 

   

Access to Management and Employees. Directors have full and unrestricted access to the management and employees of the Company. Additionally, key members of management attend Board meetings to present information about the results, plans and operations of the business within their areas of responsibility.

 

   

Access to Outside Advisors. The Board and its committees may retain counsel or consultants without

   

obtaining the approval of any officer of the Company in advance or otherwise. The Audit Committee has the sole authority to retain and terminate the independent auditor. The Nominating and Governance Committee has the sole authority to retain search firms to be used to identify director candidates. The Management Planning and Development Committee has the sole authority to retain compensation consultants for advice on executive compensation matters.

 

 

What is the Board’s role in risk oversight?

 

 

 

The Board maintains overall responsibility for overseeing the Company’s risk management, including succession planning, food safety and information and digital security. In furtherance of its responsibility, the Board

has delegated specific risk-related responsibilities to the Audit Committee and to the Management Planning and Development Committee.

 

 

 

 

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The Audit Committee engages in substantive discussions of risk management at its regular committee meetings held during the year. At these meetings, it receives functional risk review reports covering significant areas of risk from the employees responsible for these functional areas, as well as receiving reports from the Chief Legal Officer and the Vice President, Internal Audit. Our Vice President, Internal Audit reports directly to the Chairperson of the Audit Committee and our Chief Financial Officer (“CFO”). The Audit Committee also receives reports at each meeting regarding legal and regulatory risks from management and meets in separate executive

sessions with our independent auditors and our Vice President, Internal Audit. The Audit Committee provides a summary to the full Board at each regular Board meeting of the risk area reviewed together with any other risk related subjects discussed at the Audit Committee meeting.

In addition, our Management Planning and Development Committee considers the risks that may be implicated by our compensation programs through a risk assessment conducted by management and reports its conclusions to the full Board.

 

 

What is the Board’s role in information security?

 

 

 

Information security and privacy has been and remains of the utmost importance to the Company in light of the value we place on maintaining the trust and confidence of our consumers, employees and other stakeholders. Accordingly, our Chief Information Security Officer and Chief Digital and Technology Officer advise the Audit Committee (at least four times per year) and the full Board of Directors regularly on our program for managing information security risks, including data privacy and data protection risks. We internally follow the NIST Cybersecurity Framework to assess the maturity of our cybersecurity programs. Additionally, we have in place a formal privacy group combining resources from our information security and legal teams. Other aspects of our comprehensive information security program include:

 

   

Information security and privacy modules included in our mandatory onboarding and annual compliance

   

training for restaurant support center employees, as well as targeted specialized training for any employees that routinely have access to personal data;

 

   

Regular testing, both by internal and external resources, of our information security defenses;

 

   

Periodic phishing drills with all restaurant support center employees;

 

   

Global security and privacy policies; and

 

   

Table-top exercises with senior leaders covering ransomware and other third-party data security threats.

In addition, the Company maintains an information security risk insurance policy that provides coverage for data security breaches.

 

 

What is the Board’s role in the Company’s global sustainability initiatives?

 

 

 

The Company has an integrated, Board and executive-level governance structure to oversee its global sustainability initiatives. Oversight for environmental, social and governance issues ultimately resides with the Board of Directors. The Board receives regular updates on these matters from management through the Audit Committee. At the

operational level, the Chief Communications and Public Affairs Officer is responsible for overseeing the global reputation of YUM and is responsible for shaping the Citizenship and Sustainability Strategy, as approved by the Board, with the Chief Sustainability Officer and Vice President of Government Relations.

 

 

 

 

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Has the Company conducted a risk assessment of its compensation policies and practices?

 

 

 

As stated in the Compensation Discussion and Analysis at page 35, the philosophy of our compensation programs is to reward performance by designing pay programs that incorporate team and individual performance, and shareholder return; emphasize long-term incentives; drive ownership mentality; and require executives to personally invest in Company stock.

In early 2021, the Committee examined our compensation programs for all employees to determine whether they encourage unnecessary or excessive risk taking. In conducting this review, each of our compensation practices and programs was reviewed against the key risks facing the Company in the conduct of its business. Based on this review, the Committee concluded our compensation policies and practices do not encourage our employees to take unreasonable or excessive risks.

As part of this assessment, the Committee concluded the following policies and practices of the Company’s cash and equity incentive programs serve to reduce the likelihood of excessive risk taking:

 

   

Our Compensation system is balanced, rewarding both short-term and long-term performance;

 

   

Long-term Company performance is emphasized. The majority of incentive compensation for the top-level employees is associated with the long-term performance of the Company;

 

   

Strong stock ownership guidelines in place for approximately 200 senior employees are enforced;

 

   

The annual incentive and performance share plans both cap the level of performance over which no additional rewards are paid, thereby mitigating any incentive to take unreasonable risk;

 

   

The annual incentive target setting process is closely linked to the annual financial planning process and supports the Company’s overall strategic plan, which is reviewed and approved by the Board;

 

   

Compensation performance measures are transparent and tied to multiple measurable factors, none of which exceed a 50% weighting; measures are both apparent to shareholders and drivers of returns;

 

   

The performance which determines employee rewards is closely monitored by the Audit Committee and the full Board; and

 

   

The Company has a recoupment (clawback) policy.

 

 

How does the Board determine which directors are considered independent?

 

 

 

The Company’s Governance Principles, adopted by the Board, require that we meet the listing standards of the NYSE. The full text of the Governance Principles can be found on the Company’s website (https://investors.yum.com/governance/governance-documents/).

Pursuant to the Governance Principles, the Board undertook its annual review of director independence. During this review, the Board considered transactions and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries and affiliates. As provided in the Governance Principles, the purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent.

As a result of this review, the Board affirmatively determined that all of the directors are independent of the Company and its management under NYSE rules, with the exception of David Gibbs, who is not considered independent because of his employment by the Company.

In determining that the other directors did not have a material relationship with the Company, the Board determined that Messrs. Alves, Barr, Connor, Nelson, Skala and Mmes. Domier, Graddick-Weir, Hobart, Stock and Young-Scrivner had no other relationship with the Company other than their relationship as a director. The Board did note as discussed in the next paragraph that Target Corporation, which employs Mr. Cornell, has a business relationship with the Company; however, as noted below, the Board

 

 

 

 

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determined that this relationship was not material to Mr. Cornell or Target Corporation, and therefore determined that Mr. Cornell was independent. In early 2020, the Board determined that Robert C. Walter, who served on the Board until May 2020, was also independent.

Brian C. Cornell is the Chairman and Chief Executive Officer of Target Corporation. During 2020, the Company received approximately $5 million in license fees from Target Corporation in the normal course of business. Divisions of the Company paid Target Corporation approximately $1 million in rebates in 2020. The Board determined that these payments did not create a material relationship between the Company and Mr. Cornell or the Company and Target Corporation as the payments represent less than 2% of Target Corporation’s revenues. Furthermore, the licensing relationship between the Company and Target Corporation was initially entered into before

Mr. Cornell joined the Board or became employed by Target Corporation.

Michael J. Cavanagh, who served on the Board until October 2020, is the Senior Executive Vice President and Chief Financial Officer of Comcast Corporation. During 2019, the Company, its affiliates and their respective franchisees collectively paid approximately $42 million to affiliates of Comcast for broadband services. In addition, U.S. brand advertising cooperatives, to which each of the Company’s brands and their franchisees contribute funds to purchase media for advertising, purchased approximately $72 million in advertising from affiliates of Comcast. In early 2020, the Board determined that these payments did not create a material relationship between the Company and Mr. Cavanagh or the Company and Comcast Corporation as the payments represented less than 2% of Comcast Corporation’s revenues.

 

 

How do shareholders communicate with the Board?

 

 

 

Shareholders and other parties interested in communicating directly with individual directors, the non-management directors as a group or the entire Board may do so by writing to the Nominating and Governance Committee, c/o Corporate Secretary, YUM! Brands, Inc., 1441 Gardiner Lane, Louisville, Kentucky 40213. The Nominating and Governance Committee of the Board has approved a process for handling letters received by the Company and addressed to individual directors, non-management members of the Board or the Board. Under that process, the Corporate Secretary of the Company reviews all such correspondence and regularly forwards to a designated individual member of the Nominating and Governance Committee copies of all such correspondence (although we do not forward commercial correspondence and correspondence duplicative in nature; however, we will retain duplicate correspondence and all duplicate correspondence will be available for directors’ review upon their request)

and a summary of all such correspondence. The designated director of the Nominating and Governance Committee will forward correspondence directed to individual directors as he or she deems appropriate. Directors may at any time review a log of all correspondence received by the Company that is addressed to members of the Board and request copies of any such correspondence. Written correspondence from shareholders relating to accounting, internal controls or auditing matters are immediately brought to the attention of the Company’s Audit Committee Chair and to the internal audit department and handled in accordance with procedures established by the Audit Committee with respect to such matters (described below). Correspondence from shareholders relating to Management Planning and Development Committee matters are referred to the Chair of the Management Planning and Development Committee.

 

 

 

 

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What are the Company’s policies on reporting of concerns regarding accounting?

 

 

 

The Audit Committee has established policies on reporting concerns regarding accounting and other matters in addition to our policy on communicating with our non-management directors. Any person, whether or not an employee, who has a concern about the conduct of the Company or any of our people, with respect to accounting, internal accounting controls or auditing matters, may, in a confidential or anonymous manner, communicate that concern to our Chief Legal Officer, Scott A. Catlett. If any person believes that he or she should communicate with our Audit Committee Chair, Paget Alves, he or she may do so by writing him at c/o YUM! Brands, Inc., 1441

Gardiner Lane, Louisville, KY 40213. In addition, a person who has such a concern about the conduct of the Company or any of our employees may discuss that concern on a confidential or anonymous basis by contacting The Network at 1 (844) 418-4423. The Network is our designated external contact for these issues and is authorized to contact the appropriate members of management and/or the Board of Directors with respect to all concerns it receives. The full text of our Policy on Reporting of Concerns Regarding Accounting and Other Matters is available on our website at https://investors.yum.com/governance/governance-documents/.

 

 

 

 

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What are the Committees of the Board?

 

 

The Board of Directors has standing Audit, Management Planning and Development and Nominating and Governance Committees.

 

 Name of Committee

 and Members

  Functions of the Committee   

Number of Meetings 

in Fiscal 2020 

 Audit:

    Paget L. Alves, Chair

    Tanya L. Domier

    Lauren Hobart

    P. Justin Skala

    Elane B. Stock

    Annie Young-Scrivner

 

  Possesses sole authority regarding the selection and retention of independent auditors

  Reviews and has oversight over the Company’s internal audit function

  Reviews and approves the cost and scope of audit and non-audit services provided by the independent auditors

  Reviews the independence, qualification and performance of the independent auditors

  Reviews the adequacy of the Company’s internal systems of accounting and financial control

  Reviews the annual audited financial statements and results of the audit with management and the independent auditors

  Reviews the Company’s accounting and financial reporting principles and practices including any significant changes

  Advises the Board with respect to Company policies and procedures regarding compliance with applicable laws and regulations and the Company’s Global Code of Conduct and Policy on Conflicts of Interest

  Discusses with management the Company’s policies with respect to risk assessment and risk management. Further detail about the role of the Audit Committee in risk assessment and risk management is included in the section entitled “What is the Board’s role in risk oversight?” set forth on page 22

 

  

The Board of Directors has determined that all of the members of the Audit Committee are independent within the meaning of applicable SEC regulations and the listing standards of the NYSE and that Mr. Alves, the Chair of the Committee, is qualified as an audit committee financial expert within the meaning of SEC regulations. The Board has also determined that Mr. Alves has accounting and related financial management expertise within the meaning of the listing standards of the NYSE and that each member is financially literate within the meaning of the listing standards of the NYSE.

 

 Name of Committee

 and Members

  Functions of the Committee   

Number of Meetings 

in Fiscal 2020 

 Management Planning

 and Development:

    Christopher M. Connor, Chair

    Keith Barr

    Brian C. Cornell

    Mirian M. Graddick-Weir

    Thomas C. Nelson

 

  Oversees the Company’s executive compensation plans and programs and reviews and recommends changes to these plans and programs

  Monitors the performance of the Chief Executive Officer and other senior executives in light of corporate goals set by the Committee

  Reviews and approves the compensation of the Chief Executive Officer and other senior executive officers

  Reviews management succession planning

  

The Board has determined that all of the members of the Management Planning and Development Committee are independent within the meaning of the listing standards of the NYSE.

 

 

 

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 Name of Committee

 and Members

  Functions of the Committee   

Number of Meetings 

in Fiscal 2020 

 Nominating and

 Governance:

    Mirian M. Graddick-Weir, Chair

    Brian C. Cornell

    Thomas C. Nelson

 

  Identifies and proposes to the Board suitable candidates for Board membership

  Advises the Board on matters of corporate governance

  Reviews and reassesses from time to time the adequacy of the Company’s Corporate Governance Principles

  Receives comments from all directors and reports annually to the Board with assessment of the Board’s performance

  Prepares and supervises the Board’s annual review of director independence

 

  

The Board has determined that all of the members of the Nominating and Governance Committee are independent within the meaning of the listing standards of the NYSE.

 

 

 

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MATTERS REQUIRING SHAREHOLDER ACTION

 

ITEM 1

Election of Directors (Item 1 on the Proxy Card)

Who are this year’s nominees?

 

 

There are twelve (12) nominees recommended by the Nominating and Governance Committee of the Board of Directors for election this year to hold office until the 2022 Annual Meeting and until their respective successors are elected and qualified. Their biographies are provided above at pages 12 to 17. The biographies of each of the nominees contains information regarding the person’s service as a director, business experience, public-company director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Nominating and Governance Committee and the Board to determine that the person should serve as a director for the Company. In addition to the information presented above regarding each nominee’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a director, we also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to YUM and our Board. Finally, we value their significant experience on other public company boards of directors and board committees.

There are no family relationships among any of the directors and executive officers of the Company.

What is the recommendation of the Board of Directors?

 

 

The Board of Directors recommends that you vote FOR the election of these nominees.

What if a nominee is unwilling or unable to serve?

 

 

That is not expected to occur. If it does, proxies may be voted for a substitute nominated by the Board of Directors.

What vote is required to elect directors?

 

 

A nominee will be elected as a director if the number of “FOR” votes exceeds the number of “AGAINST” votes with respect to his or her election.

Our policy regarding the election of directors can be found in our Governance Principles at https://investors.yum.com/governance/governance-documents/ and at page 19 under “What other significant Board practices does the Company have? — Majority Voting Policy.”

 

 

 

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ITEM 2

Ratification of Independent Auditors (Item 2 on the Proxy Card)

What am I voting on?

 

 

A proposal to ratify the selection of KPMG LLP (“KPMG”) as our independent auditors for fiscal year 2021. The Audit Committee of the Board of Directors has selected KPMG to audit our consolidated financial statements. During fiscal 2020, KPMG served as our independent auditors and also provided other audit-related and non-audit services.

Will a representative of KPMG be present at the meeting?

 

 

Representatives of KPMG will attend the Annual Meeting and will have the opportunity to make a statement if they desire and will be available to respond to appropriate questions from shareholders.

What vote is required to approve this proposal?

 

 

Approval of this proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting. If the selection of KPMG is not ratified, the Audit Committee will reconsider the selection of independent auditors.

What is the recommendation of the Board of Directors?

 

 

The Board of Directors recommends that you vote FOR approval of this proposal.

What were KPMG’s fees for audit and other services for fiscal years 2020 and 2019?

 

The following table presents fees for professional services rendered by KPMG for the audit of the Company’s annual financial statements for 2020 and 2019, and fees billed for audit-related services, tax services and all other services rendered by KPMG for 2020 and 2019.

 

     2020     2019   

 

Audit fees(1)

 

 

 

 

$

 

 

 

5,597,000

 

 

 

 

 

 

 

 

$

 

 

 

6,628,000 

 

 

 

 

 

 

Audit-related fees(2)

 

 

  $

 

 

529,000

 

 

 

 

 

  $

 

 

405,000 

 

 

 

 

 

Tax fees(3)

 

 

  $

 

 

511,000

 

 

 

 

 

  $

 

 

223,000 

 

 

 

 

 

All other fees

 

 

  $

 

 

0

 

 

 

 

 

  $

 

 

 

 

 

 

 

TOTAL FEES

 

  $

 

6,637,000

 

 

 

  $

 

        7,256,000 

 

 

 

 

  (1)

Audit fees include fees for the audit of the annual consolidated financial statements, reviews of the interim condensed consolidated financial statements included in the Company’s quarterly reports, audits of the effectiveness of the Company’s internal controls over financial reporting, statutory audits and services rendered in connection with the Company’s securities offerings including comfort letters and consents.

 

  (2)

Audit-related fees include fees associated with audits of financial statements and certain employee benefit plans, agreed upon procedures and other attestations.

 

  (3)

Tax fees consist principally of fees for international tax compliance, tax audit assistance, as well as value added tax and other tax advisory services.

 

 

 

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What is the Company’s policy regarding the approval of audit and non-audit services?

 

 

The Audit Committee has implemented a policy for the pre-approval of all audit and permitted non-audit services, including tax services, proposed to be provided to the Company by its independent auditors. Under the policy, the Audit Committee may approve engagements on a case-by-case basis or pre-approve engagements pursuant to the Audit Committee’s pre-approval policy. The Audit Committee may delegate pre-approval authority to one of its independent members and has currently delegated pre-approval authority up to certain amounts to its Chair.

Pre-approvals for services are granted at the January Audit Committee meeting each year. Any incremental audit or permitted non-audit services which are expected to exceed the relevant budgetary guideline must subsequently be pre-approved. In considering

pre-approvals, the Audit Committee reviews a description of the scope of services falling within pre-designated services and imposes specific budgetary guidelines. Pre-approvals of designated services are generally effective for the succeeding 12 months.

The Corporate Controller monitors services provided by the independent auditors and overall compliance with the pre-approval policy. The Corporate Controller reports periodically to the Audit Committee about the status of outstanding engagements, including actual services provided and associated fees, and must promptly report any non-compliance with the pre-approval policy to the Chair of the Audit Committee. The complete policy is available on the Company’s website at https://investors.yum.com/governance/committee-composition-and-charters/.

 

 

ITEM 3

Advisory Vote on Executive Compensation

    

(Item 3 on the Proxy Card)

What am I voting on?

 

 

In accordance with SEC rules, we are asking shareholders to approve, on a non-binding basis, the compensation of the Company’s Named Executive Officers as disclosed in this proxy statement.

Our Performance-Based Executive Compensation Program Attracts and Retains Strong Leaders and Closely Aligns with Our Shareholders’ Interests

 

Our performance-based executive compensation program is designed to attract, reward and retain the talented leaders necessary for our Company to succeed in the highly competitive market for talent, while maximizing shareholder returns. This approach has made our management team a key driver in the Company’s strong performance over both the long- and short-term. We believe that our compensation program has attracted and retained strong leaders and is closely aligned with the interests of our shareholders.

In deciding how to vote on this proposal, we urge you to read the Compensation Discussion and Analysis section of this proxy statement, beginning on page 35,

which discusses in detail how our compensation policies and procedures operate and are designed to meet our compensation goals and how our Management Planning and Development Committee makes compensation decisions under our programs.

Accordingly, we ask our shareholders to vote in favor of the following resolution at the Annual Meeting:

RESOLVED, that the shareholders approve, on an advisory basis, the compensation awarded to our Named Executive Officers, as disclosed pursuant to SEC rules, including the Compensation Discussion and Analysis, the compensation tables and related materials included in this proxy statement.

 

 

 

 

YUM! BRANDS, INC. - 2021 Proxy Statement       31


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MATTERS REQUIRING SHAREHOLDER ACTION   

 

        

 

What vote is required to approve this proposal?

 

 

 

Approval of this proposal requires the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote at the Annual Meeting. While this vote is advisory and non-binding on the Company, the Board of Directors and the Management Planning and Development Committee will review the voting results and consider

shareholder concerns in their continuing evaluation of the Company’s compensation program. Unless the Board of Directors modifies its policy on the frequency of this advisory vote, the next advisory vote on executive compensation will be held at the 2022 Annual Meeting of Shareholders.

 

 

What is the recommendation of the Board of Directors?

 

 

The Board of Directors recommends that you vote FOR approval of this proposal.

 

 

 

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STOCK OWNERSHIP INFORMATION

Who are our largest shareholders?

 

 

This table shows ownership information for each YUM shareholder known to us to be the owner of 5% or more of YUM common stock. This information is presented as of December 31, 2020 and is based on a stock ownership report on Schedule 13G filed by such shareholders with the SEC and provided to us.

 

 Name and Address of Beneficial Owner

  

Number of Shares

Beneficially Owned

 

    Percent 

    of Class 

 

 T. Rowe Price Associates, Inc.

 100 E. Pratt Street,

 Baltimore, MD 21202

  

 

30,619,571(1)

 

 

10.1% 

 The Vanguard Group

 100 Vanguard Blvd.

 Malvern, PA 19355

  

 

23,428,319(2)

 

 

7.77% 

 Blackrock Inc.

 55 East 52nd Street

 New York, NY 10055

  

 

17,892,450(3)

 

 

5.9% 

 Magellan Asset Management Limited

 19 Martin Place

 Sydney, NSW, 2000, Australia

  

 

16,956.927(4)

 

 

5.62% 

 

  (1)

The filing indicates sole voting power for 9,977,017 shares, shared voting power for 0 shares, sole dispositive power for 30,619,571 shares and shared dispositive power for 0 shares.

 

  (2)

The filing indicates sole voting power for 0 shares, shared voting power for 494,666 shares, sole dispositive power of 22,109,570 shares and shared dispositive power for 1,318,749 shares.

 

  (3)

The filing indicates sole voting power for 15,105,990 shares, shared voting power for 0 shares, sole dispositive power for 17,892,450 shares and shared dispositive power for 0 shares.

 

  (4)

The filing indicates sole voting power for 13,666,472 shares, shared voting power for 0 shares, sole dispositive power for 16,956,927 shares and shared dispositive power for 0 shares.

How much YUM common stock is owned by our directors and executive officers?

 

 

 

This table shows the beneficial ownership of YUM common stock as of December 31, 2020 by

 

   

each of our directors,

 

   

each of the executive officers named in the Summary Compensation Table on page 55, and

 

   

all directors and relevant executive officers as a group.

Unless we note otherwise, each of the following persons and their family members have sole voting and investment power with respect to the shares of common stock beneficially owned by him or her. None of the persons in this table (nor the Directors and executive officers as a group) holds in excess of one percent of the outstanding YUM common stock. Please see table above setting forth information concerning beneficial ownership by holders of five percent or more of YUM’s common stock.

The table shows the number of shares of common stock and common stock equivalents beneficially owned as of December 31, 2020. Included are shares that could have been acquired within 60 days of December 31, 2020 through the exercise of stock options, stock appreciation rights (“SARs”) or distributions from the Company’s deferred compensation plans, together with additional underlying stock units as described in footnote (4) to the table. Under SEC rules, beneficial ownership includes any shares as to which the individual has either sole or shared voting power or investment power and also any shares that the individual has the right to acquire within 60 days through the exercise of any stock option or other right.

 

 

 

 

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STOCK OWNERSHIP INFORMATION   

 

        

 

     Beneficial Ownership                
 Name   

Number

of Shares

Beneficially

Owned(1)

    

Options/

SARs

Exercisable

within

60 Days(2)

    

Deferral

Plans Stock

Units(3)

    

Total

Beneficial

Ownership

    

Additional

Underlying

Stock

Units(4)

     Total  

 Paget Alves

     6,309                      6,309        5,725        12,034  

 Keith Barr

                                 2,133        2,133  

 Christopher Connor

                                 10,507        10,507  

 Brian C. Cornell

     452        1,746               2,198        19,853        22,051  

 Tanya Domier(5)

     4,957                      4,957        5,620        10,577  

 Mirian M. Graddick-Weir

            6,158               6,158        29,773        35,931  

 Lauren Hobart

                                 243        243  

 Thomas C. Nelson

     15,360        6,895               22,255        67,967        90,222  

 Justin Skala

     5,224        1,257               6,481        9,344        15,825  

 Elane B. Stock

     4,019        2,633               6,652        15,889        22,541  

 Annie Young-Scrivner

     30                      30        2,133        2,163  

 David Gibbs(5)

     76,940        246,203        20,470        343,613        70,836        414,449  

 Christopher Turner

     3,235        676               3,911        8,637        12,548  

 Tracy Skeans

     8,204        48,088        9,557        65,849        6,105        71,954  

 Mark King

     4,269        507               4,776        14,395        19,171  

 Anthony Lowings

     46,560        100,223        1,668        148,451        240        148,691  

 All Directors and Executive Officers as a Group (19 persons)

     198,890        542,897        40,752        782,539        310,081        1,092,620  

 

  (1)

Shares owned outright. These amounts include the following shares held pursuant to YUM’s 401(k) Plan as to which each named person has sole voting power:

         Ms. Skeans, 2,651

         Mr. Lowings, 1,200

         all relevant executive officers as a group, 4,898 shares

 

  (2)

The amounts shown include beneficial ownership of shares that may be acquired within 60 days pursuant to SARs awarded under our employee or director incentive compensation plans. For SARs, we report the shares that would be delivered upon exercise (which is equal to the number of SARs multiplied by the difference between the fair market value of our common stock at year-end and the exercise price divided by the fair market value of the stock).

 

  (3)

These amounts shown reflect units denominated as common stock equivalents held in deferred compensation accounts for each of the named persons under our Director Deferred Compensation Plan or our Executive Income Deferral Program and include full value awards. Amounts payable under these plans will be paid in shares of YUM common stock at termination of directorship/employment or within 60 days, if so elected.

 

  (4)

The amounts shown include units denominated as common stock equivalents held in deferred compensation accounts which become payable in shares of YUM common stock at a time (a) other than at termination of directorship/employment or (b) after 60 days.

 

  (5)

For Ms. Domier, these shares are held in a trust. For Mr. Gibbs, 65,893 of these shares are held in trusts.

 

 

 

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DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and persons who own more than 10% of the outstanding shares of YUM common stock to file with the SEC reports of their ownership and changes in their ownership of YUM common stock. Directors, executive officers and greater-than-ten percent shareholders are also required to furnish YUM with copies of all ownership reports they file with the SEC. To our knowledge, based solely on a review of the copies of such reports furnished to YUM and representations that no other reports were required, all of our directors and executive officers complied with all Section  16(a) filing requirements during fiscal 2020.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes our executive compensation philosophy and program, the compensation decisions of the Management Planning and Development Committee (the “Committee”) for our named executive officers (“NEOs”) and factors considered in making those decisions.

 

  

 

    Table of Contents       

 

 

 

 

I.  Executive Summary

    36  

     A.YUM 2020 Performance

    36  

     B.Named Executive Officers

    37  

     C.Compensation Philosophy

    37  

     D.Compensation Overview

    37  

      E.Relationship between Company Pay and Performance for the CEO

    38  

II.    Elements of Executive Compensation Program

    40  

   A.Base Salary

    40  

   B.Annual Performance-Based Cash Bonuses

    40  

   C.Long-Term Equity Performance-Based Incentives

    43  

III.   2020 Named Executive Officer Total Direct Compensation and Performance Summary

    44  

IV. Retirement and Other Benefits

    48  

 V.  How Compensation Decisions Are Made

    49  

VI. Compensation Policies and Practices

    52  

 

 

 

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EXECUTIVE COMPENSATION   

 

        

 

I.     Executive Summary

A.    YUM 2020 Performance

 

2020 presented unprecedented challenges to our business that required the talents and diligence of the Company’s leadership, employees and franchisee partners to overcome. Despite these challenges, our results demonstrated the Company’s resilience and validated the strategies put in place during the transformation of YUM. We intensified our focus on leveraging our scale and reinforced our growth model, accelerating our investments in digital and technology to enhance the customer experience, off-premise capabilities and unit economics. In 2020, digital sales hit a record of $17 billion, about a 45% increase over the prior year, and exemplified the ability of our brands to quickly pivot to meet new consumer needs. In addition, we were able to complete the acquisition of The Habit Burger Grill in March, which added another exciting, growth-focused brand to our portfolio. As we have moved into 2021, we are more confident than ever in the ability of our teams and franchisees to compete and win in a rapidly changing world.

The Company’s 2020 performance reflects the impact of the COVID-19 pandemic, which had significant negative effects on our performance, particularly during the second and third quarters. For the year, our system sales declined 4% (excluding foreign currency translation), including a decline in same-store sales growth of 6%. During the year we were able to deliver development growth of 183 net-new units. Our core operating profit decreased by approximately 8% during 2020 (see pages 32 and 33 in Item 7 of YUM’s Form 10-K for the fiscal year ended on December 31,

2020 for a discussion of System Sales and Core Operating Profit).

Going forward, we will continue to rely on Our Recipe for Growth and Good. Under our Recipe for Growth, we will focus on our four key growth drivers which continue to guide our long-term strategy and form the basis of the Company’s strategic plans to accelerate same-store sales growth and net-new restaurant development around the world. The Company remains focused on building the world’s most loved, trusted and fastest growing restaurant brands by: (i) growing Unrivaled Culture and Talent to leverage our culture and people capability to fuel brand performance and franchise success; (ii) developing Unmatched Operating Capability by recruiting and equipping the best restaurant operators in the world to deliver great customer experiences; (iii) building Relevant, Easy and Distinctive Brands by innovating and elevating iconic restaurant brands people trust and champion; and (iv) achieving Bold Restaurant Development by driving market and franchise expansion with strong economics. By leveraging our Recipe for Good - our roadmap for socially responsible and sustainable stewardship of people, food and planet internally and across our supply chain and franchise system - we will elevate the importance of people and continue building an equitable and inclusive culture that, in turn, helps us better serve our customers and communities where we operate. We remain confident in our business model and in the strength of our iconic brands as we look to accelerate growth in 2021.

 

 

LOGO

 

 

 

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   EXECUTIVE COMPENSATION

 

    

 

B.    Named Executive Officers

The Company’s NEOs for 2020 are as follows:

 

 Name

 

  

Title

 

 

 David W. Gibbs

 

  

 

Chief Executive Officer

 

 

 Chris Turner

 

  

 

Chief Financial Officer

 

 

 Tracy L. Skeans(1)

 

  

 

Chief Operating Officer and Chief People Officer

 

 

 Mark King

 

  

 

Chief Executive Officer of Taco Bell Division

 

 

 Tony Lowings

 

  

 

Chief Executive Officer of KFC Division

 

 

  (1)

Effective January 29, 2021, Ms. Skeans was appointed Chief Operating Officer and Chief People Officer of the Company. Prior to that she served as the Company’s Chief Transformation and People Officer.

C.    Compensation Philosophy

 

The business performance of the Company is of the utmost importance in how our executives are compensated. Our compensation program is designed to both support our long-term growth model and hold

our executives accountable to achieve key annual results year after year. YUM’s compensation philosophy for the NEOs is reviewed annually by the Committee and has the following objectives:

 

 

     Pay Element

Objective

   Base Salary    Annual
Performance-Based
Cash Bonuses
   Long-Term Equity
Performance-
Based Incentives

 

Attract and retain the best talent to achieve superior shareholder results—To be consistently better than our competitors, we need to recruit and retain superior talent who are able to drive superior results. We have structured our compensation programs to be competitive and to motivate and reward high performers.

 

              

Reward performance—The majority of NEO pay is performance based and therefore at risk. We design pay programs that incorporate team and individual performance goals that lead to shareholder return.

 

 

              

Emphasize long-term value creation—Our belief is simple: if we create value for shareholders, then we share a portion of that value with those responsible for the results.

 

              

Drive ownership mentality—We require executives to invest in the Company’s success by owning a substantial amount of Company stock.

 

 

                          

D.    Compensation Overview

 

2020 Compensation Highlights

 

   

In January of 2020, the Committee made the following decisions and took the following actions:

 

   

The Committee set our CEO target for total direct compensation (base salary, annual cash bonus and annual long-term incentive award value at grant date) at a level between the 25th and 50th percentile of our Executive Peer Group (defined at page 51) for the CEO role, to reflect newness in role;

   

The Committee set the equity mix for our NEOs’ long-term incentive awards at 50% stock appreciation rights (“SARs”) and 50% performance share units (“PSUs”);

 

   

The Committee certified that our 2017 PSU awards under our Performance Share Plan paid out at 152.5% of target in 2020 based on the Company’s Total Shareholder Return (“TSR”) at the 75th percentile compared to the S&P 500 Consumer Discretionary Index and Earnings Per Share (“EPS”) growth of 15.2%, for the 2017- 2019 performance cycle (see discussion of PSUs at page 43); and

 

 

 

 

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EXECUTIVE COMPENSATION   

 

        

 

   

The Committee certified that the 2016 Launch Grant PSU awards paid out at 100% of target in 2020 based on Company G&A expenses finishing at 1.7% of system sales as of year-end 2019 and the total number of company-owned units finishing at 856 as of the end of 2018.

 

   

At our May 2020 Annual Meeting of Shareholders, shareholders approved our “Say on Pay” proposal in support of our executive compensation program, with 88% of votes cast in favor of the proposal.

 

   

We continued our shareholder outreach program to better understand our investors’ opinions on our compensation practices and respond to their questions. Committee and management team members from compensation, investor relations and legal continued to be directly involved in engagement efforts during 2020 that served to reinforce our open-door policy. The efforts included contacting our largest 35 shareholders, representing ownership of approximately 50% of our shares (discussed further on page 49).

COVID-Related Compensation Changes for 2020

 

   

CEO Compensation. In March 2020, the Company announced that Mr. Gibbs would forgo approximately $900,000 of his 2020 base salary so that this amount could be used to fund one-time bonuses for the Company’s nearly 1,200 restaurant general managers across the KFC, Pizza Hut, Taco Bell and The Habit Burger Grill businesses. The forgone salary was also used to help fund the Yum Brand’s Foundation’s Global Employee Medical Relief Fund. This fund provided financial hardship aid to those directly impacted by the COVID-19 pandemic, including company and franchisee restaurant employees.

 

   

Discretionary Adjustments. In recognition of business results achieved relative to the unforeseen impact that the COVID-19 pandemic had on our business, the Committee authorized certain discretionary adjustments to the team performance factor component of our bonus formula for most bonus-eligible employees, including the NEOs (discussed further on page 40). On the basis of similar considerations, the Committee also approved a one-time award of Company stock to Mr. Gibbs and Ms. Skeans (as discussed at page 44).

 

 

E.    Relationship between Company Pay and Performance for the CEO

 

To focus on both the short-term and long-term success of the Company, approximately 90% of our CEO’s target compensation is “at-risk” pay, with the compensation paid based on Company results. If short-term and long-term financial and operational target goals are not achieved, then performance-related compensation will decrease. If target goals are exceeded, then performance-related compensation will increase. As demonstrated below, our target pay

mix for our CEO emphasizes our commitment to “at-risk” pay in order to tie pay to performance. The discussion in this section is limited to Mr. Gibbs, our CEO for 2020. Our other NEOs’ target compensation is subject to a substantially similar set of considerations, which are discussed in Section III, 2020 Named Executive Officer Total Direct Compensation and Performance Summary, found at pages 44 to 48 of this CD&A.

 

 

 

LOGO

 

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   EXECUTIVE COMPENSATION

 

    

 

CEO Total Direct Compensation

 

The Committee sets the CEO’s target for total direct compensation (base salary, annual cash bonus and annual long-term incentive award value at grant date) every year to align appropriately with market data of our Executive Peer Group, taking into account Company performance, the CEO’s performance, time

in role and other job-related factors. In 2020, Mr. Gibbs’ target total direct compensation was set between the 25th and 50th percentiles of our Executive Peer Group, reflecting his newness in role. For 2020, 70% of our CEO’s target pay was in the form of long-term equity incentive compensation.

 

 

 

LOGO

 

  (1)

Measures of results of operations for the purpose of evaluating performance against targets set under our YUM Leaders’ Bonus Program included Adjusted Operating Profit Growth in 2018 and, for 2020 and 2019, Core Operating Profit Growth excluding the impact of a 53rd week in 2019.

 

  (2)

System sales growth excludes the impact of foreign currency translation and, for 2020 and 2019, the impact of a 53rd week in 2019.

 

  (3)

Total shareholder return is calculated as the change in YUM share price from the beginning of the respective year until the year-end, adjusted for dividends paid.

 

 

 

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EXECUTIVE COMPENSATION   

 

        

 

II.    Elements of Executive Compensation Program

 

 

Our annual executive compensation program has three primary pay components: base salary; annual performance-based cash bonuses; and long-term equity performance-based incentives. We also offer retirement and other benefits.

 

  Element    Objective    Form

 

  Base salary

  

 

Attract and retain high-caliber talent and provide a fixed level of cash compensation

 

  

 

Cash

 

  Annual Performance-Based Cash

  Bonuses

 

  

 

Motivate high performance and reward short-term Company, team and individual performance

 

  

 

Cash

 

  Long-Term Equity Performance-Based

  Incentives

 

  

 

Align the interests of executives with shareholders and emphasize long-term results

 

  

 

SARs & PSUs     

 

  Retirement and Additional Benefits   

 

Provide for long-term retirement income and basic health and welfare coverage

  

 

Various

 

A.    Base Salary

 

We provide base salary to compensate our NEOs for their primary roles and responsibilities and to provide a stable level of annual compensation. A NEO’s salary varies based on the role, level of responsibility,

experience, individual performance, potential and market value. Specific salary increases take into account these factors. The Committee reviews each NEO’s salary and performance annually.

 

 

B.    Annual Performance-Based Cash Bonuses

 

Our performance-based annual bonus program, the YUM Leaders’ Bonus Program, is a cash-based plan. The principal purpose of the YUM Leaders’ Bonus

Program is to motivate and reward short-term team and individual performance that drives shareholder value.

 

 

The formula for calculating the performance-based annual bonus under the YUM Leaders’ Bonus Program is the product of the following:

 

                 

 

  Base Salary  

 

  X  

 

Target Bonus

Percentage

 

  X  

 

Team Performance

(0 – 200%)

 

  X  

 

Individual Performance

(0 – 150%)

 

  =  

 

  Bonus Payout  

(0 – 300%)

 

Team Performance

 

The Committee carefully established team performance measures, targets and weights in January 2020 after receiving input and recommendations from management. The team performance targets were also reviewed by the Committee to ensure that the goals support the Company’s overall strategic objectives. This process occurred prior to the onset of the COVID-19 pandemic in the United States and much of the world.

The performance targets were developed through the Company’s annual financial planning process, which takes into account KFC, Pizza Hut and Taco Bell (each, a “Division”) growth strategies, historical performance, and the expected future operating environment for each Division.

When setting targets for each specific team performance measure, the Company takes into account overall business goals and structures targets designed to motivate achievement of desired performance consistent with our growth commitment to shareholders.

A leverage formula for each team performance measure magnifies the potential impact that performance above or below the performance target will have on the calculation of the annual bonus. This leverage increases the payouts when targets are exceeded and reduces payouts when performance is below target. There is a threshold level of performance for all measures that must be met in order for any bonus to be paid, absent the use of discretion by the Committee in extraordinary circumstances.

 

 

 

 

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   EXECUTIVE COMPENSATION

 

    

 

Additionally, all measures have a cap on the level of performance over which no additional bonus will be paid regardless of performance above the cap.

The Committee may approve adjustments to Division targets or may exclude certain pre-established items from the financial results used to determine the annual bonus when doing so is consistent with the objectives and intent at the time the targets were originally set, in order to focus executives on the fundamentals of the Company’s underlying business performance.

In recognition of business results achieved relative to the unforeseen impact that the COVID-19 pandemic had on our business, the Committee authorized certain discretionary adjustments to the team performance factor component of our bonus formula for most bonus-eligible employees, including the NEOs. For the reasons discussed in the following paragraph, the Committee adjusted the team performance factor for those bonus-eligible employees otherwise receiving a “0,” including each NEO, to a 60, except with respect to Mr. King. As described further on page 42, Mr. King’s team performance factor was adjusted to 70 rather than the earned 21 from the Taco Bell Division. The Committee determined that the payment of a discretionary bonus to all bonus-eligible employees, including the NEOs, was appropriate given the results achieved in 2020 towards stabilizing the business and positioning it for success coming out of the pandemic.

These results can be seen in the marked improvements made from the second quarter, when the pandemic had its greatest impact on our results. Same-store sales improved from a decline of 15% in Q2 to negative 1% in Q4, while core operating profit excluding special items improved from negative 25% to negative 5% (excluding the impact of a 53rd week in 2019) during the same time period. Results benefitted in part by strong operations, including a pivot to contactless options, which helped enable temporary store closures to improve from highs of nearly 20% of our system to approximately 2% by year end. Management’s performance and these results, some of which are described below, were beneficial to shareholders as reflected in our stock price rebounding from a low of $54.95 per share in the second quarter to $108.56 at year end. Key actions taken by management during the pandemic included:

 

   

Ensuring Strong liquidity- Solidifying the balance sheet and mitigating liquidity risks through strong

   

cash management, including issuing $600 million in unsecured notes in April, 2020 (the first offering of its kind following the onset of the pandemic in the United States) and refinancing approximately $1 billion in other debt;

 

   

Protecting franchise partners- Supporting our franchisees through strategic temporary deferral of certain payment obligations (the vast majority of which were repaid by year-end 2020) and capital commitment obligation deferrals, in addition to addressing franchisees at risk of financial distress or restructuring, including the restructuring of our largest franchisee in the U.S.;

 

   

Operational excellence- Overseeing flawless supply chain execution, which allowed us to maintain the ability to continue to safely serve menu items to our worldwide customers, while also sourcing critical personal protective equipment to protect frontline workers;

 

   

Customer focus- Adapting to new consumer expectations, enabling the rapid pivot to curbside pickup, delivery and other contactless options and operational adjustments to meet new safety standards;

 

   

Innovative technologies- Accelerating key digital and technology initiatives, including rapid growth in digital sales, which resulted in all-time digital sales records for the Company in each of Q2, Q3, and Q4;

 

   

Strategic growth- Completion of the acquisition and integration of The Habit Burger Grill, which added approximately 275 restaurant locations with exciting potential for global expansion;

 

   

Commitment to our people- Developing new policies and implementing additional operational safeguards to protect employee health and safety, strengthening our culture and increasing communication amidst a work from home environment to maintain employee morale; and

 

   

Community engagement- Supporting our communities by providing economic relief to restaurant employees who were adversely impacted by the pandemic and launching our Unlocking Opportunity Initiative to promote equity and inclusion, education, and entrepreneurship.

The adjustment to the team performance factor resulted in a bonus significantly below the target performance level (a 100% bonus payout) for each NEO. Nonetheless, it was intended to reward performance under unprecedented circumstances and

 

 

 

 

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EXECUTIVE COMPENSATION   

 

        

 

a rapid effective response to unforeseen events. This adjustment in the team performance factor was also extended equally to all of the Company’s bonus-eligible employees who did not otherwise earn a bonus under the formula set by the Committee in January 2020. This group of bonus-eligible employees includes a broad range of our employees, including those in junior positions and extending up through senior management.    The Committee noted that year-over-

year-bonus payouts for these employees under the YLB, including all the NEOs, were significantly lower and that the Company elected not to award merit salary increases for all employees for 2021. The Company believes this was the right balance of ensuring strong shareholder alignment and rewarding employees fairly for results described above. The team performance factor used for each NEO is more fully described in the table below.

 

 

Detailed Breakdown of 2020 Team Performance

 

The team performance targets, actual results, weights and overall performance for each measure for our NEOs are outlined below. The long-term drivers of value for YUM are profit growth, same-store sales growth and new restaurant development. Accordingly, prior to the onset of the COVID-19 pandemic, the Committee approved these performance measures for the Company’s annual incentive plan and these

measures were included at both the corporate and divisional levels. For Divisions, the team performances were weighted 75% on Division operating measures and 25% on YUM team performance. The Committee’s discretionary adjustments to the Team Performance Factor component of our bonus formula are also set forth below.

 

 

Team Performance

 
  NEO   Measures    Target      Actual     

Earned Award

as % of Target

     Weighting     

Earned
Team

Performance
Factor

     Discretionary
Team
Performance
Factor
 

 

  Gibbs   Skeans

  Turner

 

 

Core Operating Profit Growth1

 

  

 

 

 

 

 

$2,057MM

 

7.2%

 

 

 

 

 

 

  

 

 

 

 

$1,779MM

 

(7.2%)

 

 

 

 

  

 

 

 

 

0

 

 

 

 

  

 

 

 

 

50%

 

 

 

 

  

 

 

 

 

0

 

 

 

 

  
 

 

System Same-Store Sales Growth

 

  

 

 

 

 

2.6%

 

 

 

 

  

 

 

 

 

 

(6.2%)

 

 

 

  

 

 

 

 

0

 

 

 

 

  

 

 

 

 

25%

 

 

 

 

  

 

 

 

 

0

 

 

 

 

  
 

 

 

System Net New Units

 

  

 

 

 

 

 

 

 

 

2,120

 

 

 

 

 

 

  

 

 

 

 

183

 

 

 

 

  

 

 

 

 

0

 

 

 

 

  

 

 

 

 

25%

 

 

 

 

  

 

 

 

 

0

 

 

 

 

  
    FINAL YUM TEAM FACTOR                                       

 

 

 

 

0

 

 

 

 

  

 

 

 

60

 

 

 

 

 

  Lowings  

 

 

 

 

 

Core Operating Profit Growth1

  

 

 

 

 

$1,135MM

8.6%

 

 

 

 

 

  

 

 

 

 

$931MM

(10.8%)

 

 

 

 

 

  

 

 

 

 

0

 

 

 

 

  

 

 

 

 

50%

 

 

 

 

  

 

 

 

 

0

 

 

 

 

  
 

 

System Same-Store Sales Growth

 

  

 

 

 

 

3.0%

 

 

 

 

  

 

 

 

 

(8.6%)

 

 

 

 

  

 

 

 

 

0

 

 

 

 

  

 

 

 

 

25%

 

 

 

 

  

 

 

 

 

0

 

 

 

 

  
 

 

System Net New Units

 

  

 

 

 

 

1,500

 

 

 

 

  

 

 

 

 

896

 

 

 

 

  

 

 

 

 

0

 

 

 

 

  

 

 

 

 

25%

 

 

 

 

  

 

 

 

 

0

 

 

 

 

  
 

 

Total Weighted Team
Performance — KFC 75%

 

                 0     
 

Total Weighted Team
Performance — YUM 25%

 

 

                 0     
   

 

FINAL KFC TEAM FACTOR

 

                                      

 

 

 

 

0

 

 

 

 

  

 

 

 

 

60

 

 

 

 

 

 

 

  King

 

 

 

 

 

Core Operating Profit Growth1

  

 

 

 

 

$717MM

7.0%

 

 

 

 

 

  

 

 

 

 

$696MM

3.9%

 

 

 

 

 

  

 

 

 

 

55

 

 

 

 

  

 

 

 

 

50%

 

 

 

 

  

 

 

 

 

55

 

 

 

 

  
 

 

System Same-Store Sales Growth

 

  

 

 

 

 

 

3.25%

 

 

 

  

 

 

 

 

(0.7%)

 

 

 

 

  

 

 

 

 

0

 

 

 

 

  

 

 

 

 

25%

 

 

 

 

  

 

 

 

 

0

 

 

 

 

  
 

 

System Net New Units

 

  

 

 

 

 

330

 

 

 

 

    

 

64

 

 

 

  

 

 

 

 

0

 

 

 

 

  

 

 

 

 

25%

 

 

 

 

  

 

 

 

 

0

 

 

 

 

  
 

 

Total Weighted Team
Performance — TB 75%

 

                 28     
 

Total Weighted Team
Performance — YUM 25%

 

 

                 0     
   

 

FINAL TACO BELL TEAM FACTOR

 

 

                             

 

 

 

 

21

 

 

 

 

  

 

 

 

 

60

 

 

 

 

  (1)

See pages 33 and 38 in Item 7 of YUM’s Form 10-K for the fiscal year ended on December 31, 2020 for a discussion of Core Operating Profit in 2020. In this table, Core Operating Profit Growth excludes the impact of a 53rd week in 2019.

 

 

 

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   EXECUTIVE COMPENSATION

 

    

 

Individual Performance

Each NEO’s individual performance factor is determined by the Committee based upon its subjective determination of the NEO’s individual performance for the year, including consideration of specific objective individual performance goals set at the beginning of the year. The Committee’s determinations with respect to the individual performance of our NEOs is set forth below from pages 44 to 48.

C.    Long-Term Equity Performance-Based Incentives

We provide performance-based long-term equity compensation to our NEOs to encourage long-term decision making that creates shareholder value. To that end, we use equity vehicles that motivate and balance the tradeoffs between short-term and long-term performance. Performance-based long-term equity compensation also serves as a retention tool.

Our NEOs are awarded long-term incentives annually based on the Committee’s subjective assessment of the following items for each NEO (without assigning weight to any particular item):

 

   

Prior year individual and team performance

 

   

Expected contribution in future years

 

   

Consideration of the market value of the executive’s role compared with similar roles in our Executive Peer Group

 

   

Achievement of stock ownership guidelines

Equity Mix

Each year, the Committee reviews the mix of long-term incentives. For 2020, the Committee continued to choose SARs and PSU awards because these equity vehicles focus and reward management for enhancing long-term shareholder value, thereby aligning our NEOs with the interests of our shareholders.

At the beginning of 2020, the Committee determined a target grant value for each NEO (based on time in role, performance and market practice) and the split of that

value between SARs and PSU grants. For each NEO, the target grant value was split 50% SARs and 50% PSUs. For each NEO, the breakdown between SARs award values and PSU award values can be found under the Summary Compensation Table, page 55 at columns e and f.

Stock Appreciation Rights Awards

The Committee believes that SARs reward long-term value-creation generated from sustained results. They are, therefore, strongly linked to and based on, the performance of Yum common stock. In 2020, we granted to each of our NEOs SARs which have ten-year terms and vest over four years. The exercise price of each SAR award was based on the closing market price of the underlying YUM common stock on the date of grant. Therefore, SAR awards will only have value if our NEOs are successful in increasing the share price above the awards’ exercise price.

Performance Share Awards

Pursuant to the Performance Share Plan under our Long Term Incentive Plan (“LTIP”), we granted our NEOs PSU awards in 2020. These PSU awards are earned equally based on the Company’s 3-year average TSR relative to the companies in the S&P 500 Consumer Discretionary Index and on compound annual 3-year growth of the Company’s Earnings Per Share (“EPS”). Incorporating TSR and EPS into the annual PSU awards supports the Company’s pay-for-performance philosophy while diversifying performance criteria by using measures not used in the annual bonus plan and aligning our NEOs’ reward with the creation of shareholder value. If TSR is negative, payouts may not exceed the target irrespective of the actual TSR percentile ranking of the Company. The target, threshold and maximum number of shares that may be paid under these awards for each NEO are described at page 57. The Committee may, from time-to-time, grant PSU awards to eligible employees to incentivize various strategic initiatives, consistent with the terms of the LTIP.

 

 

For the performance period covering 2020 – 2022, each NEO will earn a percentage of his or her target PSU award, with 50% of the payout based on the achieved TSR percentile ranking and the other 50% based on EPS growth. Indicative payouts as a percentage of target are as set forth in the table below:

 

          Threshold     Target     Maximum  

TSR Percentile Ranking

  <30%     30     50     75

Payout as % of Target

  0%     35     100     200

EPS Growth (3-year CAGR, ex foreign currency translation)

  <6%     6     10     14

Payout as % of Target

  0%     35     100     200

 

 

 

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EXECUTIVE COMPENSATION   

 

        

 

Dividend equivalents will accrue during the performance period and will be distributed as additional shares but only in the same proportion and at the same time as the original awards are earned. If no shares are earned, no dividend equivalents will be paid. The awards are eligible for deferral under the Company’s Executive Income Deferral (“EID”) Program.

In December 2020, the Committee reviewed the projected results of the PSU awards Mr. Gibbs and Ms. Skeans received in 2018 (covering the 2018 through 2020 performance period). This award was designed to be earned based on two metrics: (i) the Company’s 3-year average TSR relative to the companies in the S&P 500 Consumer Discretionary Index and (ii) compound annual 3-year growth of the Company’s EPS. For this performance period, the award provided that Mr. Gibbs and Ms. Skeans could earn a percentage of their target PSU award, with 50% of the payout based on the achieved TSR percentile ranking and the other 50% based on EPS growth. When reviewing performance for this award, the Committee noted that despite strong performance towards the performance targets prior to the onset of the pandemic, which, as of December 31, 2019, would have resulted in a payout at approximately 93% for the EPS portion of the award, the impact of the pandemic had so adversely affected the EPS metric that the EPS portion of the award would pay out at 0%, as of year-end 2020.

The Committee determined that Mr. Gibbs and Ms. Skeans should be compensated for the

pre-pandemic performance with respect to the EPS metric of the award, given that the global disruption in 2020 could not have been reasonably accounted for when performance goals were set in 2018. The Committee felt this was appropriate in order to recognize Mr. Gibbs’ and Ms. Skeans’ dynamic leadership of the business through unprecedented turbulence, which was reflected in the Company’s quick turnaround in performance, and to prevent Mr. Gibbs and Ms. Skeans from being unfairly penalized by the unanticipated impact of the pandemic on the Company’s operating results. The Committee also took into the consideration that the Company’s stock price had rebounded from the lows of the pandemic, to a price roughly equivalent to the pre-pandemic trading price, which reduced negative impact on shareholders. In addition to rewarding past performance, the Committee further determined that making a one-time award of Company common stock would recognize Mr. Gibbs’ and Ms. Skeans’ leadership in a time of crisis (as reflected in the detailed discussion of performance results under Team Performance, above at page 40), while also appropriately incentivizing their efforts to lead the Company’s recovery and to be creative in navigating an evolving landscape, which the Committee believed would ultimately provide increased shareholder value. The shares received by Mr. Gibbs and Ms. Skeans were valued at $882,127 and $400,957, respectively (consistent with the payout that would have been received had performance as of December 31, 2019 been maintained).

 

 

III. 2020 Named Executive Officer Total Direct Compensation and Performance Summary

 

 

Below is a summary of each of our NEOs’ total direct compensation – which generally includes base salary, annual cash bonus, and long-term incentive awards – and an overview of their 2020 performance relative to our annual and long-term incentive performance goals.

The process the Committee used to determine each officer’s 2020 compensation is described more fully in “How Compensation Decisions Are Made” beginning on page 49.

 

 

 

 

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   EXECUTIVE COMPENSATION

 

    

 

CEO Compensation

 

 

 

  David Gibbs

  Chief Executive Officer

 

2020 Performance Summary

Our Board, under the leadership of the Committee Chair, approved Mr. Gibbs’ goals for his first year as our Chief Executive Officer at the beginning of the year and conducted a mid-year and year-end evaluation of his performance. These evaluations included a review of his leadership pertaining to the achievement of his goals which included business results, leadership in the development and implementation of Company strategies, and development of Company culture and talent. In addition, the Committee noted Mr. Gibbs’ leadership during a global pandemic that significantly impacted restaurant and company operations worldwide.

The Committee determined that Mr. Gibbs’ overall performance for 2020 merited an individual factor of 130. This individual factor was combined with YUM’s awarded team factor of 60 (discussed at page 40) resulting in a below target annual cash bonus. This determination was based on the Committee’s subjective assessment of Mr. Gibbs’ performance against his previously set goals which included the following items and substantially reflect the impact of the pandemic (without assigning a weight to any particular item):

 

   

Pivoting operations in the wake of operating limitations (e.g., dining room closures) to new channels that enabled continued sales without disruption (e.g., curbside pickup); produced record digital sales of $17 billion, approximately a 45% increase over the prior year;

 

   

Developing and implementing new policies and additional operational safeguards to protect employee health;

 

   

Avoiding potential disruptions in supply chain as a result of COVID-19 global pandemic;

 

   

Mitigating significant permanent store-closure risks arising from lockdowns and full or partial closures or significant sales declines in various markets;

 

   

Supporting employees and communities in response to the pandemic and social justice movement by taking actions to bring the Company’s Recipe for Good to life;

   

Making significant investments in technologies and new functions focused on analytics and innovation through G&A reallocations;

 

   

Launching the Unlocking Opportunity initiative focused on equity and inclusion, education, and entrepreneurship, supported by a $100 million investment over five years; and

 

   

Developing leadership, including development of Tracy Skeans which led to her promotion to Chief Operating Officer and Chief People Officer in early 2021, as well as fostering customer-focused employee culture.

2020 Committee Decisions

In January, Mr. Gibbs’ compensation was adjusted as follows:

 

   

Base salary was increased to $1,200,000;

 

   

Annual cash bonus target percentage was increased to 150% of base salary; and

 

   

Grant value of long-term incentive equity awards was increased to $7,000,000, recognizing his promotion into his new role and prior performance as Chief Operating Officer and his impact on the business.

These decisions positioned Mr. Gibbs’ total target direct compensation at between the 25th and 50th percentiles of the Company’s Executive Peer Group (defined at page 51).

In March 2020, Mr. Gibbs voluntarily decided he would forgo approximately $900,000 of his 2020 base salary so that this amount could be used to fund one-time bonuses for the Company’s nearly 1,200 restaurant general managers across the businesses. His forgone salary was also used to help fund the Yum Brands Foundation’s Global Employee Medical Relief Fund, which provided financial hardship grants to those directly impacted by the COVID-19 pandemic, including company and franchise restaurant employees. The forgone salary will not be excluded from the calculation of Mr. Gibbs’ annual incentive for 2020 or in the overall calculation of his retirement benefits.

 

 

 

 

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EXECUTIVE COMPENSATION   

 

        

 

The graphics below illustrate Mr. Gibbs’ direct compensation:

 

LOGO   

LOGO

Other NEO 2020 Total Direct Compensation

 

 

 

Chris Turner

Chief Financial Officer

 

2020 Performance Summary

The Committee determined that Mr. Turner’s performance merited a 140 individual performance factor. The Committee recognized Mr. Turner’s leadership in supporting the Company’s technology teams in executing critical, rapid enhancements to the customer experience during the pandemic and enabling the Company to efficiently convert dine-in sales to off-premises. He was also recognized for leading a franchisee health initiative that supported franchisees throughout the pandemic and for successfully managing the Company’s liquidity and balance sheet strength throughout the pandemic. The Committee also noted Mr. Turner’s global responsibility for finance, corporate strategy, supply chain and information technology. Mr. Turner’s individual factor was combined with an awarded team factor of 60 (discussed at page 40) to calculate his annual cash bonus.

2020 Committee Decisions

In November 2019, the Committee approved adjustments to Mr. Turner’s compensation for 2020 to reflect his performance and time in the role. The adjustments are as follows:

 

   

Base salary was increased to $850,000;

 

   

Annual cash bonus target was increased to 100% of base salary; and

 

   

Grant value of long-term incentive equity awards was increased to $2,000,000 to better align with market compensation norms and internal peer equity, as well as to reflect performance and his time in role.

These adjustments positioned Mr. Turner’s 2020 total direct compensation at between the 25th and 50th percentiles of the Company’s Executive Peer Group (defined at page 51) for his position.

 

 

 

 

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   EXECUTIVE COMPENSATION

 

    

 

Tracy L. Skeans

Chief Operating Officer and Chief People Officer

 

2020 Performance Summary

The Committee determined that Ms. Skeans’ performance merited a 140 individual performance factor. The Committee recognized Ms. Skeans for providing strategic leadership in the Company’s efforts to create COVID-19 response policies and in executing upon those policies, as well as for the roll-out of contactless delivery and contactless carryout across all of the Company’s brands. She was also recognized for her leadership in the successfully integrating and onboarding The Habit Burger Grill and for her efforts in cultivating the Company’s culture and talent.

In recognition of Ms. Skeans’ increasing leadership role within the Company and continued strong performance, she was promoted to Chief Operating Officer and Chief People Officer of the Company, effective January 29, 2021. She now has global responsibility for leading cross-brand collaboration on operational execution, people capability and customer experience imperatives intended to fuel same-store sales and net-new unit growth around the world. She also oversees business transformation, operations, food safety, human resources, equity and inclusion and communications. Throughout 2020 she served as the Company’s Chief Transformation and People Officer. Ms. Skeans’ individual factor was combined with an awarded team factor of 60 (discussed at page 40) to calculate her annual cash bonus.

2020 Committee Decisions

In November 2019, the Committee approved adjustments to Ms. Skeans’ compensation for 2020 to reflect certain additional and non-traditional responsibilities of her role, including oversight of the Company’s food safety and communications teams, as well as to reflect her performance and time in the role. The adjustments are as follows:

 

   

Base salary was increased to $750,000;

 

   

Annual cash bonus target increased to 90% of base salary; and

 

   

Grant value of long-term incentive equity awards was increased to $1,600,000.

These decisions positioned Ms. Skeans’ total direct compensation at between the 50th and 75th percentiles of the Company’s Executive Peer Group (defined at page 51) for her position, reflecting her time in role and expanded responsibilities.

The Committee also approved a 2020 CEO Award RSU grant with an economic value of $500,000, recognizing her leadership for accelerating diversity and inclusion initiatives, championing the use of repeatable models around the globe, and developing and implementing talent and leadership programs that drove attraction, retention and best-in-class engagement scores.

 

 

Mark King

Chief Executive Officer, Taco Bell Division

 

2020 Performance Summary

The Committee determined that Mr. King’s performance merited a 140 individual performance factor. The Committee recognized Mr. King’s leadership in quickly pivoting the Taco Bell business during the pandemic to accelerate the digital and delivery business. He was also recognized for the successful implementation of enhanced employee and customer safety protocols across the business. Mr. King’s individual factor was combined with a team factor of 70 (discussed at page 40) to calculate his annual cash bonus, a portion of which was earned based on Taco Bell performance in the absence of Committee discretion.

2020 Committee Decisions

In January, Mr. King’s compensation was adjusted as follows:

 

   

Base salary was increased to $925,000;

 

   

Annual cash bonus target remained at 100% of base salary; and

 

   

Grant value of long-term incentive equity awards was set at $1,500,000 to align with market compensation norms and internal peer equity, as well as to reflect performance and his time in role.

Mr. King’s 2020 total direct compensation was between the 50th and 75th percentiles of the Executive Peer Group (defined at page 51) for his position.

 

 

 

 

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EXECUTIVE COMPENSATION   

 

        

 

Tony Lowings

Chief Executive Officer, KFC Division

 

2020 Performance Summary

The Committee determined that Mr. Lowings’ performance merited a 125 individual performance factor. The Committee recognized Mr. Lowings’ leadership in the pandemic, particularly in the acceleration of restaurant efficiency, set-up and agreed upon operating standards. He was also recognized for KFC’s significant progress towards digital and technology advancements. Mr. Lowings’ individual factor was combined with an awarded team factor of 60 (discussed at page 40) to calculate his annual cash bonus.

2020 Committee Decisions

In January, Mr. Lowings’ compensation was adjusted as follows:

 

   

Base salary was increased to $750,000;

 

   

Annual cash bonus target percentage increased to 100% of base salary; and

 

   

Grant value of long-term incentive equity awards was increased to $1,600,000 to better align with market compensation norms and internal peer equity, as well as to reflect performance and his time in role.

These decisions positioned Mr. Lowings’ total direct compensation at between the 25th and 50th percentiles of the Executive Peer Group (defined at page 51) for his position.

 

 

IV.

Retirement and Other Benefits

 

 

Retirement Benefits

 

We offer several types of competitive retirement benefits.

The YUM! Brands Retirement Plan (“Retirement Plan”) is a broad-based qualified plan designed to provide a retirement income based on years of service with the Company and average annual earnings. The plan is U.S.-based and was closed to new entrants in 2001. Mr. Gibbs and Ms. Skeans are active participants in the Retirement Plan.

For executives hired or re-hired after September 30, 2001, the Company implemented the Leadership Retirement Plan (“LRP”). This is an unfunded, unsecured account-based retirement plan which allocates a percentage of pay to an account payable to the executive following the executive’s separation of employment from the Company. For 2020, Messrs. Turner and King were eligible for the LRP. Under the LRP, Messrs. Turner and King received an annual allocation to their accounts equal to 4% of base salary

and target bonus, and will receive an annual earnings credit that is equivalent to the Moody’s Aa Corporate Bond Yield Average for maturities 20 years and above (currently 2.47%) on the balance.

The Company provides retirement benefits for certain international employees through the Third Country National Plan (“TCN”). The TCN is an unfunded, unsecured account-based retirement plan that provides an annual contribution between 7.5% and 15% of salary and target bonus and an annual earnings credit of 5% on the balance. The level of contribution is based on the participants’ role and their home country retirement plan. Mr. Lowings is the only NEO who participates in the TCN. Under this plan, Mr. Lowings receives an annual contribution equal to 15% of base salary and target bonus and an annual earnings credit of 5%.

Benefits payable under these plans are described in more detail beginning on page 61.

 

 

 

 

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   EXECUTIVE COMPENSATION

 

    

 

Medical, Dental, Life Insurance and Disability Coverage

 

We also provide other benefits such as medical, dental, life insurance and disability coverage to each NEO through benefit plans, which are also provided to all eligible U.S.-based salaried employees. Eligible employees can purchase additional life, dependent life

and accidental death and dismemberment coverage as part of their employee benefits package. Our broad-based employee disability plan limits the annual benefit coverage to $300,000.

 

 

Perquisites

 

The Company provides very limited number of perquisites to our NEOs. The CEO and his spouse were required to use charter or approved commercial aircraft for personal as well as business travel pursuant to the Company’s executive security program established by the Board of Directors. Our program provides that any costs for the CEO’s personal aircraft use of above $300,000 will be reimbursed to the Company in accordance with the requirements of the Federal Aviation Administration regulations. We do not provide tax gross-ups on the personal use of the charter or approved commercial aircraft. For 2020, the

incremental cost of Mr. Gibbs personal use of charter or commercial aircraft was $230,030. Following the onset of the pandemic in 2020, the Committee authorized the CEO to approve personal travel on Company-provided aircraft by the other NEOs, in recognition of the importance of their safety and availability throughout the pandemic. The personal travel of the Non-CEO NEOs resulted in the following incremental costs in 2020: $34,350 for Ms. Skeans and $63,902 and $43,676 for Messrs. Turner and King, respectively.

 

 

V.

How Compensation Decisions Are Made

 

 

Shareholder Outreach, Engagement and 2020 Vote on NEO Compensation

 

At our 2020 Annual Meeting of Shareholders, 88% of votes cast on our annual advisory vote on NEO compensation were in favor of our NEOs’ compensation program, as disclosed in our 2020 proxy statement. During 2020, we continued our shareholder outreach program to better understand our investors’ opinions on our compensation practices and respond to their questions. Committee members and management team members from compensation, investor relations and legal continued to be directly involved in engagement efforts that served to reinforce our open-door policy. The efforts included:

 

   

Contacting our largest 35 shareholders, representing ownership of approximately 50% of our shares;

 

   

Dialogue with proxy advisory firms;

 

   

Investor road shows and conferences; and

 

   

Presenting shareholder feedback to the Committee.

Our annual engagement efforts allow many shareholders the opportunity to provide feedback. The

Committee carefully considers shareholder and advisor feedback, among other factors discussed in this CD&A, in making its compensation decisions. Shareholder feedback, including the 2020 voting results on NEO compensation, has influenced and reinforced a number of compensation design changes over the years, including:

 

   

Continued benchmarking of CEO compensation at near market median;

 

   

Moved to two performance metrics under our annual PSU awards (TSR and EPS); and

 

   

Changed PSU award metrics to include the Company’s 3-year average TSR relative to the companies in the S&P 500 Consumer Discretionary Index, rather than the average relative to the entire S&P 500.

The Company and the Committee appreciate the feedback from our shareholders and plan to continue these engagement efforts.

 

 

 

 

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EXECUTIVE COMPENSATION   

 

        

 

Role of the Committee

 

Compensation decisions are ultimately made by the Committee using its judgment, focusing primarily on each NEO’s performance against his or her financial and strategic objectives, qualitative factors and the Company’s overall performance. The Committee considers the target total direct compensation of each NEO and retains discretion to make decisions that are

reflective of overall business performance and each executive’s strategic contributions to the business. In making its compensation decisions, the Committee typically follows the annual process described below, but adds additional meetings when necessary in order to address important business considerations, such as the pandemic.

 

 

COMMITTEE ANNUAL COMPENSATION PROCESS

 

LOGO

Role of the Independent Consultant

 

The Committee’s charter states the Committee may retain outside compensation consultants, lawyers or other advisors. The Committee retains an independent consultant, Meridian Compensation Partners, LLC (“Meridian”), to advise it on certain compensation matters. The Committee has instructed Meridian that:

 

   

it is to act independently of management and at the direction of the Committee;

 

   

its ongoing engagement will be determined by the Committee;

 

   

it is to inform the Committee of relevant trends and regulatory developments;

 

   

it is to provide compensation comparisons based on information that is derived from comparable businesses of a similar size to the Company for the NEOs; and

   

it is to assist the Committee in its determination of the annual compensation package for our CEO and other NEOs.

The Committee considered the following factors, among others, in determining that Meridian is independent of management and its provision of services to the Committee did not give rise to a conflict of interest:

 

   

Meridian did not provide any services to the Company unrelated to executive compensation;

 

   

Meridian has no business or personal relationship with any member of the Committee or management; and

 

   

Meridian’s partners and employees who provide services to the Committee are prohibited from owning YUM stock per Meridian’s firm policy.

 

 

 

 

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   EXECUTIVE COMPENSATION

 

    

 

Comparator Compensation Data

 

Our Committee uses an evaluation of how our NEO total target direct compensation levels compare to those of similarly situated executives at companies that comprise our Executive Peer Group (defined below) as one of the factors in setting executive compensation. The Executive Peer Group is made up of retail, hospitality, food, nondurable consumer goods companies, specialty eatery and quick service

restaurants, as these represent the sectors with which the Company is most likely to compete for executive talent. The companies selected from these sectors must also be reflective of the overall market characteristics of our executive talent market, relative leadership position in their sector, size as measured by revenues, complexity of their business, and in many cases global reach.

 

 

Executive Peer Group

The Committee periodically reviews the peer group to ensure it reflects desired comparisons and appropriate size range. In August 2019, the Committee approved the peer group to be used for NEO pay determinations beginning in 2020 (the “Executive Peer Group”). The updates to the Executive Peer Group were made to better align the size of the peer group companies with YUM and include companies in relevant industry sectors. Many of these companies have a global reach and multiple brands. The Executive Peer Group used for 2020 pay determinations for all NEOs (including those made in November 2019 for Messrs. Gibbs and Turner and Ms. Skeans) is comprised of the following companies:

 

LOGO

 

At the time the benchmarking analysis was prepared in August 2019, the Executive Peer Group’s median annual revenues were $13.2 billion, while YUM equivalent annual revenues were estimated at $13.8 billion (calculated as described below).

For companies with significant and global franchise operations, measuring size can be complex. Management responsibilities encompass more than just the revenues and operations directly owned and operated by the company and include responsibilities for managing relationships with franchisees and developing and implementing global growth strategies. Specific responsibilities include managing and implementing product introductions, and product specifications and supply, management of vendors, marketing, technological innovations and implementations, payment collections, risk management, including setting and monitoring food safety standards, protection of the Company’s trademarks and other intellectual property, new unit development, and customer satisfaction and overall operations improvements across the entire franchise

system. As a result of accelerating growth in recent years, the Company’s leadership now oversees approximately 290 brand-country combinations and approximately 2,000 franchisees. To appropriately reflect this complexity in calibrating the size of our organization and underlying operating divisions during the 2019 benchmarking process, our philosophy was to add 25% of franchisee and licensee sales to the GAAP-reported Company sales to establish an appropriate revenue benchmark. The reason for this approach was twofold:

 

   

Market-competitive compensation opportunities are related to scope of responsibility, often measured by company size, i.e., revenues; and

 

   

Scope of responsibility for a franchising organization lies between corporate-reported revenues and system-wide sales.

We believe this approach is measured and reasoned in its approach to calibrating market competitive compensation opportunities without using organizations unduly larger than the Company.

 

 

 

 

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EXECUTIVE COMPENSATION   

 

        

 

Competitive Positioning and Setting Compensation

 

At the beginning of 2020, the Committee considered Executive Peer Group compensation data as a frame of reference for establishing compensation targets for base salary, annual bonus and long-term incentives for each NEO. In making compensation decisions, the Committee considers market data for comparable positions to each of our NEO roles. The Committee reviews market data and makes a decision for each

NEO, most often in a range around market median for each element of compensation, including base salary, target bonus and long-term incentive target. In addition to the market data, the Committee takes into account the role, level of responsibility, experience, individual performance and potential of each NEO. The Committee reviews the NEOs’ compensation and performance annually.

 

 

VI.

Compensation Policies and Practices

 

 

Below are compensation and governance best practices we employ that provide a foundation for our pay-for-performance program and align our program with Company and shareholder interests.

 

We Do   We Don’t Do

 

  

 

Have an independent compensation committee (Management Planning & Development Committee), which oversees the Company’s compensation policies and strategic direction

 

 

 

  

 

Employment agreements

 

  

 

Directly link Company performance to pay outcomes

 

 

 

  

 

Re-pricing of SARs

 

 

  

 

Have executive ownership guidelines that are reviewed annually against Company guidelines

 

 

 

  

 

Grants of SARs with exercise price less than fair market value of common stock on date of grant

 

 

  

 

Have a “clawback” policy under which the Company may recoup compensation if executive’s conduct results in significant financial or reputational harm to Company

 

 

 

  

 

Permit executives to hedge or pledge Company stock

 

  

 

Make a substantial portion of NEO target pay “at risk”

 

 

  

 

Payment of dividends or dividend equivalents on PSUs unless or until they vest

 

 

  

 

Have double-trigger vesting of equity awards upon a change in control

 

 

 

  

 

Excise tax gross-ups upon change in control

 

  

 

Utilize an independent Compensation Consultant

 

 

  

 

Excessive executive perquisites, such as country club memberships

 

 

  

 

Incorporate comprehensive risk mitigation into plan design

 

 

  

 

 

  

 

Periodically review our Executive Peer Group to align appropriately with Company size and complexity

 

 

 

  

 

 

  

 

Evaluate CEO and executive succession plans

 

 

  

 

 

  

 

Conduct annual shareholder engagement program to obtain feedback from shareholders for consideration in annual compensation program design

 

        

YUM’s Executive Stock Ownership Guidelines

The Committee has established stock ownership guidelines for approximately 200 of our senior employees, including the NEOs. If a NEO or other executive does not meet his or her ownership guidelines, he or she is not eligible for a long-term equity incentive award. In 2020, all NEOs subject to guidelines met or exceeded their ownership guidelines.

 

 

 

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   EXECUTIVE COMPENSATION

 

    

 

NEO

     Ownership Guidelines        Shares Owned(1)        Value of Shares(2)      Multiple of Salary    

 

 

Gibbs

 

    

 

 

 

 

7x base salary

 

 

 

 

    

 

 

 

 

341,216

 

 

 

 

    

 

 

 

 

$37,042,409

 

 

 

 

  

 

 

 

 

30.9  

 

 

 

 

 

 

Turner(3)

 

    

 

 

 

 

3x base salary

 

 

 

 

    

 

 

 

 

3,911

 

 

 

 

    

 

 

 

 

$     424,578

 

 

 

 

  

 

 

 

 

0.5  

 

 

 

 

 

 

Skeans

 

    

 

 

 

 

2x base salary

 

 

 

 

    

 

 

 

 

58,967

 

 

 

 

    

 

 

 

 

$  6,401,458

 

 

 

 

  

 

 

 

 

8.5  

 

 

 

 

 

 

King(3)

 

    

 

 

 

 

3x base salary

 

 

 

 

    

 

 

 

 

4,776

 

 

 

 

    

 

 

 

 

$     518,483

 

 

 

 

  

 

 

 

 

0.6  

 

 

 

 

 

 

Lowings

    

 

 

 

3x base salary

 

 

    

 

 

 

148,691

 

 

    

 

 

 

$16,141,895

 

 

  

 

 

 

21.5  

 

 

 (1)

Calculated as of December 31, 2020 and represents shares beneficially owned outright, shares underlying vested in-the-money SARs, and all RSUs awarded under the Company’s EID Program.

 (2)

Based on YUM closing stock price of $108.56 as of December 31, 2020.

 (3)

Messrs. Turner and King both joined the Company in 2019 and have up to five years to reach the target levels of ownership set forth in our Ownership Guidelines.

Payments upon Termination of Employment

 

The Company does not have agreements with its executives concerning payments upon termination of employment except in the case of a change in control of the Company. The Committee believes these are appropriate agreements for retaining NEOs and other executive officers to preserve shareholder value in case of a potential change in control. The Committee periodically reviews these agreements and other aspects of the Company’s change-in-control program.

The Company’s change-in-control agreements, in general, entitle executives who are direct reports to our CEO and are terminated other than for cause within two years of the change in control, to receive a benefit of two times salary and bonus. The terms of these change-in-control agreements are described beginning on page 67.

The Company does not provide tax gross-ups for executives, including the NEOs, for any excise tax due under Section 4999 of the Internal Revenue Code and has implemented a “best net after-tax” approach to address any potential excise tax imposed on executives. If any excise tax is due, the Company will not make a gross-up payment, but instead will reduce payments to an executive if the reduction will provide the NEO the best net after-tax result. If full payment to a NEO will result in the best net after-tax result, the full

amount will be paid, but the NEO will be solely responsible for any potential excise tax payment. Also, the Company has implemented “double trigger” vesting for equity awards, pursuant to which outstanding awards will fully and immediately vest only if the executive is employed on the date of a change in control of the Company and is involuntarily terminated (other than by the Company for cause) on or within two years following the change in control.

In case of retirement, the Company provides retirement benefits described above, life insurance benefits (to employees eligible under the Retirement Plan), the continued ability to exercise vested SARs and to vest in SARs granted at least one year prior to retirement, and the ability to vest in performance share awards on a pro-rata basis.

With respect to consideration of how these benefits fit into the overall compensation policy, the change-in-control benefits are reviewed from time to time by the Committee (most recently in 2020) for competitiveness. The Committee believes the benefits provided in case of a change in control are appropriate, support shareholder interests and are consistent with the policy of attracting and retaining highly qualified employees.

 

 

YUM’s SARs Granting Practices

 

Historically, we have made SARs grants annually at the Committee’s January meeting. This meeting date is set by the Board of Directors more than six months prior to the actual meeting. The Committee sets the annual grant date as the second business day after our fourth quarter earnings release. The exercise price of these awards is set as the closing price on the date of grants. We make grants at the same time other

elements of annual compensation are determined so that we can consider all elements of compensation in making the grants. We do not backdate or make grants retroactively. In addition, we do not time such grants in coordination with our possession or release of material, non-public or other information. All equity awards are granted under our shareholder approved LTIP.

 

 

 

 

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Grants may also be made on other dates the Board of Directors meets. These grants generally are CEO Awards, which are awards to individual employees (subject to Committee approval) in recognition of superlative performance and extraordinary impact on business results.

Management recommends the awards be made pursuant to our LTIP to the Committee, however, the Committee determines whether and to whom it will

issue grants and determines the amount of the grant. The Board of Directors has delegated to our CEO and our Chief People Officer, the ability to make grants to employees who are not executive officers and whose grant is less than approximately 30,000 SARs annually. In the case of these grants, the Committee sets all the terms of each award, except the actual number of SARs, which is determined by our CEO and our Chief People Officer pursuant to guidelines approved by the Committee in January of each year.

 

 

Limits on Future Severance Agreement Policy

 

The Committee has adopted a policy to limit future severance agreements with our NEOs and our other executives. The policy requires the Company to seek shareholder approval for future severance payments to a NEO if such payments would exceed 2.99 times the sum of (a) the NEO’s annual base salary as in effect immediately prior to termination of employment; and (b) the highest annual bonus awarded to the NEO by the Company in any of the Company’s three full fiscal

years immediately preceding the fiscal year in which termination of employment occurs or, if higher, the executive’s target bonus. Certain types of payments are excluded from this policy, such as amounts payable under arrangements that apply to classes of employees other than the NEOs or that predate the implementation of the policy, as well as any payment the Committee determines is a reasonable settlement of a claim that could be made by the NEO.

 

 

Compensation Recovery Policy

 

Pursuant to the Company’s Compensation Recovery Policy (i.e., “clawback”), the Committee may require executive officers (including the NEOs) to return compensation paid or may cancel any award or bonuses not yet vested or earned if the executive officers engaged in misconduct or violation of Company policy that resulted in significant financial or reputational harm or violation of Company policy, or

contributed to the use of inaccurate metrics in the calculation of incentive compensation. Under this policy, when the Board determines that recovery of compensation is appropriate, the Company could require repayment of all or a portion of any bonus, incentive payment, equity-based award or other compensation, and cancellation of an award or bonus to the fullest extent permitted by law.

 

 

Hedging and Pledging of Company Stock

 

Under our Code of Conduct, no employee or director is permitted to engage in securities transactions that would allow them either to insulate themselves from, or profit from, a decline in the Company stock price. Similarly, no employee or director may enter into hedging transactions in the Company’s stock. Such

transactions include (without limitation) short sales as well as any hedging transactions in derivative securities (e.g. puts, calls, swaps, or collars) or other speculative transactions related to YUM’s stock. Pledging of Company stock is also prohibited.

 

 

Management Planning and Development Committee Report

 

The Management Planning and Development Committee of the Board of Directors reports that it has reviewed and discussed with management the section of this proxy statement titled “Compensation Discussion and Analysis” and, on the basis of that

review and discussion, recommended to the Board that the section be incorporated by reference into the Company’s Annual Report on Form 10-K and included in this proxy statement.

 

 

THE MANAGEMENT PLANNING AND DEVELOPMENT COMMITTEE

Christopher M. Connor, Chair

Keith Barr

Brian C. Cornell

Mirian M. Graddick-Weir

Thomas C. Nelson

 

 

 

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   EXECUTIVE COMPENSATION

 

    

 

The following tables provide information on the compensation of the Named Executive Officers (“NEOs”) for our 2020 fiscal year. The Company’s NEOs are our Chief Executive Officer, Chief Financial Officer and our three other most highly compensated executive officers for our 2020 fiscal year, determined in accordance with SEC rules.

Summary Compensation Table

 

  Name and
  Principal Position

 

 

Year

 

   

Salary

($)(1)

 

   

Bonus

($)(2)

 

   

Stock

Awards

($)(3)

 

   

Option/

SAR

Awards

($)(4)

 

   

Non-Equity

Incentive Plan

Compensation

($)(5)

 

   

Change in
Pension

Value and

Nonqualified

Deferred

Compensation

Earnings

($)(6)

 

   

All Other

Compensation

($)(7)

 

   

Total 

($) 

 

 

  (a)

 

 

(b)

 

   

(c)

 

   

(d)

 

   

(e)

 

   

(f)

 

   

(g)

 

   

(h)

 

   

(i)

 

        

  David W. Gibbs

    2020       303,077       1,404,000       4,646,430       3,500,016             4,517,703       260,225       14,631,451   

  Chief Executive

  Officer of YUM

 

    2019       984,615             7,393,577       2,225,003       2,399,800       3,988,755       151,402       17,143,152   
    2018       890,769             1,375,001       1,375,009       1,467,113       1,870,004       19,101       6,996,997   

  Chris Turner(8)

    2020       848,077       714,000       1,075,610       1,000,015             404       167,796       3,805,902   

  Chief Financial

  Officer of YUM

 

    2019       283,846       500,000       1,500,009             463,021             54,290       2,801,166   
                 

  Tracy L. Skeans

    2020       749,731       567,000       1,761,429       800,001             1,852,419       42,396       5,772,976   

  Chief Operating

  Officer and Chief

  People Officer of YUM

 

    2019       708,846             1,075,731       1,000,017       1,165,057       1,433,369       51,529       5,434,549   
    2018       664,231             625,015       1,625,010       824,766       325,022       8,665       4,072,709   
                 

  Mark King(8)

    2020       921,154       1,134,550       806,652       750,011       271,950       466       134,567       4,019,350   

  Chief Executive

  Officer of

  Taco Bell Division

 

    2019       370,385       500,000       2,500,015             591,189             33,021       3,994,610   
                 
                 

  Tony Lowings(8)

    2020       753,846       562,500       860,421       800,001             23,908       578,915       3,579,591   

  Chief Executive

  Officer of

  KFC Division

 

    2019       699,789             806,874       1,750,030       1,464,120       11,975       262,690       4,995,478   
                 
                                                                       
  (1)

Amounts shown are not reduced to reflect the NEOs’ elections, if any, to defer receipt of salary into the Executive Income Deferral (“EID”) Program or into the Company’s 401(k) Plan.

 

  (2)

Amounts in this column for 2020 represent amounts paid to our NEOs under the Yum Leaders’ Bonus Program as a result of discretionary adjustments to the team performance factor, which are described further in our Compensation Discussion and Analysis (“CD&A”) at page 35.

 

  (3)

For Messrs. Turner, King and Lowings, amounts shown in this column represent the grant date fair values for performance share units (PSUs) granted in 2020, 2019 and/or 2018. For Mr. Gibbs and Ms. Skeans, amounts in this column represent the grant date fair values for performance share units (PSUs) granted in 2020, 2019 and 2018 and a discretionary stock award paid in December 2020, which is described further in CD&A at page 44. Further information regarding the 2020 awards is included in the “Grants of Plan-Based Awards” and “Outstanding Equity Awards at Year-End” tables later in this proxy statement. The grant date fair value of the PSUs reflected in this column is the target payout based on the probable outcome of the performance condition, determined as of the grant date. The maximum potential values of the February 2020 PSUs is 200% of target. For 2020, Mr. Gibbs’ PSU maximum value at grant date fair value would be $7,528,606; Mr. Turner’s’ PSU maximum value would be $2,151,220; Ms. Skeans’’ PSU maximum value would be $1,720,842; Mr. King’s’ PSU maximum value would be $1,613,304 and Mr. Lowings’ PSU maximum value would be $1,720,842. For Ms. Skeans, this amount also includes the February 2020 CEO RSU award with a grant date fair value of $500,051.

 

  (4)

The amounts shown in this column represent the grant date fair values of the stock appreciation rights (SARs) awarded in 2020, 2019 and 2018, respectively. For a discussion of the assumptions and methodologies used to value the awards reported in column (e) and column (f), please see the discussion of stock awards and option awards contained at Note 15 to the Consolidated Financial Statements in Item 8 of YUM’s Form 10-K for the fiscal year ended December 31, 2020. See the Grants of Plan-Based Awards table for details.

 

  (5)

Amounts in this column reflect the annual incentive awards earned for the 2020, 2019 and 2018 fiscal year performance periods, which were awarded by our Management Planning and Development Committee (“Committee”) in January 2021, January 2020 and January 2019, respectively, under the Yum Leaders’ Bonus Program, which is described further in our CD&A beginning at page 35 under the heading “Annual Performance-Based Cash Bonuses”.

 

 

 

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EXECUTIVE COMPENSATION   

 

        

 

  (6)

Amounts in this column represent for Mr. Gibbs and Ms. Skeans the amounts of aggregate change in actuarial present values of their accrued benefits under all actuarial pension plans (using interest rate and mortality assumptions consistent with those used in the Company’s financial statements). For Mr. Gibbs and Ms. Skeans, the actuarial present value of their benefits under the pension plan increased $270,282 and $196,918, respectively, during the 2020 fiscal year. In addition, for Mr. Gibbs and Ms. Skeans, the actuarial present value of their benefits under the Yum! Brands Pension Equalization Plan (“PEP”) increased $4,247,421 and $1,655,501 respectively, during the 2020 fiscal year. For Mr. Lowings, amounts in this column represent the above market earnings as established pursuant to SEC rules which have accrued to his account under the Third Country National Plan (“TCN”) which is described in more detail beginning at page 63 under the heading “Nonqualified Deferred Compensation”. For Messrs. Turner and King, amounts in this column represent the above market earnings as established pursuant to SEC rules which have accrued to his account under the Leadership Retirement Plan (“LRP”) which is described in more detail beginning at page 63 under the heading “Nonqualified Deferred Compensation”. Messrs. Turner and King were hired after September 30, 2001, and are ineligible for the Company’s actuarial pension plans. Mr. Lowings worked outside of the United States prior to September 30, 2001 and is ineligible for the Company’s actuarial pension plans. See the Pension Benefits Table at page 61 for a detailed discussion of the Company’s pension benefits.

 

  (7)

Amounts in this column are explained in the All Other Compensation Table and footnotes to that table, which follows.

 

  (8)

Messrs. Turner, Lowings and King became NEOs in 2019. No amounts are reported for them for 2018 since they were not NEOs for those years.

All Other Compensation Table

The following table contains a breakdown of the compensation and benefits included under All Other Compensation in the Summary Compensation Table above for 2020.

 

  Name

 

          

Perquisites and

other personal

benefits

($)(1)

 

    

Tax

Reimbursements

($)

 

    

Insurance

premiums
($)(2)

 

    

LRP/TCN

Contributions

($)(3)

 

    

Other

($)

 

    

Total 

($) 

 

 

 

  (a)

 

          

 

(b)

 

    

 

(c)

 

    

 

(d)

 

    

 

(e)

 

    

 

(f)

 

    

 

(g) 

 

 

  Gibbs

     

 

242,910

 

  

 

 

  

 

17,315

 

  

 

 

  

 

 

  

 

260,225 

 

  Turner

     

 

96,320

 

  

 

 

  

 

3,476

 

  

 

68,000

 

  

 

 

  

 

167,796 

 

  Skeans

     

 

38,454

 

  

 

 

  

 

3,942

 

  

 

 

  

 

 

  

 

42,396 

 

  King

     

 

44,073

 

  

 

 

  

 

16,494

 

  

 

74,000

 

  

 

 

  

 

134,567 

 

  Lowings

    

 

 

 

 

 

  

 

334,574

 

  

 

 

  

 

12,535

 

  

 

230,288

 

  

 

1,518

 

  

 

578,915 

 

 

  (1)

Amounts in this column include executive physical examinations and charitable matching gifts. For Messrs. Gibbs, Turner, King and Ms. Skeans, amount in this column also includes personal use of charter and commercial aircraft. None of the amounts in this column individually exceeded the greater of $25,000 or 10% of the total amount of these perquisites and other personal benefits shown in this column for each NEO, except with respect to the cost of personal use of charter and commercial aircraft by Mr. Gibbs ($213,566), Mr. Turner ($63,902), Ms. Skeans ($28,033) and Mr. King ($43,381) and a charitable matching gift by Mr. Turner ($30,000). Ms. Skeans’ and Messrs. Turner’s and King’s personal use of charter aircraft was approved by Mr. Gibbs and was necessitated by travel safety considerations brought on by the onset of the COVID-19 pandemic. For Mr. Lowings these amounts include a mobility premium ($247,321), and expenses incurred on account of his relocation to his home country and home country leave ($76,812).

 

  (2)

These amounts reflect the income each executive was deemed to receive from IRS tables related to Company-provided life insurance in excess of $50,000. The Company provides every salaried employee with life insurance coverage up to one times the employee’s base salary plus target bonus.

 

  (3)

For Messrs. Turner and King, this column represents the Company’s annual allocations to the LRP, an unfunded, unsecured account based retirement plan. For Mr. Lowings, this column represents the Company’s annual allocation to the TCN, an unfunded, unsecured account based retirement plan.

 

 

 

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   EXECUTIVE COMPENSATION

 

    

 

Grants of Plan-Based Awards

The following table provides information on SARs, RSUs, PSUs and other equity awards granted in 2020 to each of the Company’s NEOs. The full grant date fair value of these awards is shown in the Summary Compensation Table at page 55.

 

         

Estimated Future Payouts

Under Non-Equity Incentive

Plan Awards(1)

   

 

Estimated Future Payouts

Under Equity Incentive Plan

Awards(2)

   

All Other

Stock

Awards:

Number

of Shares

of Stock

Units

(#)(3)

   

All Other

Option/

SAR

Awards;

Number of

Securities

Underlying

Options

(#)(4)

   

Exercise

or Base

Price of

Option/

SAR

Awards

($/Sh)(5)

   

Grant 

Date Fair 

Value 

($)(6) 

 
  Name  

Grant

Date

   

 

Threshold

($)

   

Target

($)

   

Maximum

($)

   

Threshold

(#)

   

Target

(#)

   

Maximum

(#)

 

 

  (a)

 

(b)

 

   

(c)

 

   

(d)

 

   

(e)

 

   

(f)

 

   

(g)

 

   

(h)

 

   

(i)

 

   

(j)

 

   

(k)

 

   

(l) 

 

 

  Gibbs

 

 

2/10/2020

 

 

 

0

 

 

 

1,800,000

 

 

 

5,400,000

 

             
 

 

2/10/2020

 

               

 

189,600

 

 

 

102.87

 

 

 

3,500,016 

 

 

 

2/10/2020

 

       

 

 

 

 

17,012

 

 

 

34,024

 

     

 

102.87

 

 

 

1,750,024 

 

 

 

2/10/2020

 

       

 

 

 

 

17,012

 

 

 

34,024

 

     

 

102.87

 

 

 

2,014,278 

 

 

 

12/15/2020

 

             

 

8,215

 

   

 

107.38

 

 

 

882,127 

 

  Turner

 

 

2/10/2020

 

 

 

0

 

 

 

850,000

 

 

 

2,550,000

 

             
 

 

2/10/2020

 

               

 

54,172

 

 

 

102.87

 

 

 

1,000,015 

 

 

 

2/10/2020

 

         

 

4,861

 

 

 

9,722

 

     

 

102.87

 

 

 

500,051 

 

 

 

2/10/2020

 

         

 

4,861

 

 

 

9,722

 

     

 

102.87

 

 

 

575,559 

 

  Skeans

 

 

2/10/2020

 

 

 

0

 

 

 

675,000

 

 

 

2,025,000

 

 

 

 

           
 

 

2/10/2020

 

               

 

43,337

 

 

 

102.87

 

 

 

800,001 

 

 

 

2/10/2020

 

             

 

4,861

 

   

 

102.87

 

 

 

500,051 

 

 

 

2/10/2020

 

       

 

 

 

 

3,889

 

 

 

7,777

 

     

 

102.87

 

 

 

400,010 

 

 

 

2/10/2020

 

       

 

 

 

 

3,889

 

 

 

7,777

 

     

 

102.87

 

 

 

460,412 

 

 

 

12/15/2020

 

             

 

3,734

 

   

 

107.38

 

 

 

400,957 

 

  King

 

 

2/10/2020

 

 

 

0

 

 

 

925,000

 

 

 

2,775,000

 

         

 

40,629

 

 

 

102.87

 

 

 

750,011 

 

 

 

2/10/2020

 

         

 

3,646

 

 

 

7,291

 

     

 

102.87

 

 

 

375,013 

 

 

 

2/10/2020

 

         

 

3,646

 

 

 

7,291

 

     

 

102.87

 

 

 

431,639 

 

  Lowings

 

 

2/10/2020

 

 

 

0

 

 

 

750,000

 

 

 

2,250,000

 

             
 

 

2/10/2020

 

               

 

43,337

 

 

 

102.87

 

 

 

800,001 

 

 

 

2/10/2020

 

         

 

3,889

 

 

 

7,777

 

     

 

102.87

 

 

 

400,010 

 

   

 

2/10/2020

 

                         

 

 

 

 

3,889

 

 

 

7,777

 

                 

 

102.87

 

 

 

460,412 

 

  (1)

Amounts in columns (c), (d) and (e) provide the minimum amount, target amount and maximum amount payable as annual incentive compensation under the Yum Leaders’ Bonus Program based on the Company’s performance and on each executive’s individual performance during 2020. The actual amount of annual incentive compensation awards earned are shown in column (g) of the Summary Compensation Table on page 55. The performance measurements, performance targets, and target bonus percentages are described in the CD&A beginning on page 35 under the discussion of annual incentive compensation.

 

  (2)

Reflects grants of PSU awards subject to performance-based vesting conditions in 2020. The PSU awards granted February 10, 2020 vest on December 31, 2022 and PSU award payouts are weighted 50% on the Company’s achievement of specified relative total shareholder return (“TSR”) rankings against the S&P 500 Consumer Discretionary Index and 50% on compound annual growth of the Company’s Earnings Per Share (“EPS”) during the performance period ending on December 31, 2022. With respect to the 50% weighted on a TSR percentile ranking for the Company, payouts are determined by comparing the Company’s relative TSR ranking against the S&P 500 Consumer Discretionary Index as measured at the end of the performance period; if a 50% TSR percentile ranking target is achieved, this factor would provide for 100% weighting for the PSU payout with respect to this factor; if less than 30% TSR percentile ranking is achieved, this factor would provide for 0% weighting for the PSU payout with respect to this factor; if the Company’s TSR percentile ranking is 75% or higher, it would provide for 200% of target weighting for the PSU payout with respect to this factor. With respect to the 50% weighted on the compound annual growth of the Company’s EPS measured at the end of the performance period, if EPS growth of 10% is achieved, this factor would provide for 100% weighting for the PSU payout with respect to this factor; if less than 6% EPS growth is achieved, this factor would provide for 0% weighting for the PSU payout with respect to this factor; if Company EPS growth of 14% or higher is achieved, it would provide for weighting of 200% of target for the PSU payout with respect to this factor. The terms of the PSU awards provide that in case of a change in control during the first

 

 

 

YUM! BRANDS, INC. - 2021 Proxy Statement       57


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EXECUTIVE COMPENSATION   

 

        

 

 

year of the award, shares will be distributed assuming target performance was achieved subject to reduction to reflect the portion of the performance period following the change in control. In case of a change in control after the first year of the award, shares will be distributed assuming performance at the greater of target level or projected level at the time of the change in control subject to reduction to reflect the portion of the performance period following the change in control.

 

  (3)

For Ms. Skeans amounts in this column reflect an immediately vested discretionary stock award paid in December 2020, which is described further in the CD&A at page 44 and a CEO Award RSU grant ($500,051) which becomes 100% vested on the fourth anniversary of the grant date. For Mr. Gibbs, amounts in this column reflect an immediately vested discretionary stock award paid in December 2020, which is described further in the CD&A at page 44.

 

  (4)

Amounts in this column reflect the number of SARs granted to executives during the Company’s 2020 fiscal year. SARs allow the grantee to receive the number of shares of YUM common stock that is equal in value to the appreciation in YUM common stock with respect to the number of SARs granted from the date of grant to the date of exercise. For each executive, grants were made on February 10, 2020. These SAR grants become exercisable in equal installments on the first, second, third and fourth anniversaries of the grant date. The terms of each SAR grant provide that, in case of a change in control, if an executive is employed on the date of a change in control and is involuntarily terminated on or within two years following the change in control (other than by the Company for cause) then all outstanding awards become exercisable immediately. Executives who have attained age 55 with 10 years of service who retire at least one year following the grant date will continue to vest following retirement through the fourth anniversary of the grant date. The SARs that vest in retirement must be exercised before the earlier of (i) the five year anniversary of the executive’s retirement or (ii) the expiration dates of the SARs (generally 10 years from the grant date). Unvested SARs of executives who die will immediately vest and may be exercised by the executive’s beneficiary before the earlier of (i) the five year anniversary of the executive’s death or (ii) the expiration dates of the SARs (generally 10 years from the grant date). If an executive’s employment is terminated due to gross misconduct, the entire award is forfeited. For other employment terminations, all vested or previously exercisable SARs as of the last day of employment must be exercised within 90 days following termination of employment.

 

  (5)

The exercise price of the SARs granted in 2020 equals the closing price of YUM common stock on their grant date.

 

  (6)

Amounts in this column reflect the full grant date fair value of the PSU awards shown in column (g) and the SARs shown in column (j). The grant date fair value is the amount that the Company is expensing in its financial statements over the award’s vesting schedule. The fair values of PSU awards without market-based conditions are based on the closing price of our Common Stock on the date of grant. The fair values of PSU awards with market-based conditions have been valued based on the outcome of a Monte Carlo simulation. For SARs, fair value of $18.46 was calculated using the Black-Scholes method on the grant date. For additional information regarding valuation assumptions of SARs, see the discussion of stock awards and option awards contained at Note 16 to the Consolidated Financial Statements in Item 8 of YUM’s Form 10-K for the fiscal year ended December 31, 2020.

 

 

 

58        YUM! BRANDS, INC. - 2021 Proxy Statement


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   EXECUTIVE COMPENSATION

 

    

 

Outstanding Equity Awards at Year-End

The following table shows the number of shares covered by exercisable and unexercisable SARs, and unvested RSUs and PSUs held by the Company’s NEOs on December 31, 2020.

 

          Option/SAR Awards(1)           Stock Awards              
Name  

Grant

Date

   

Number of

Securities

Underlying

Unexercised

Options/

SARs (#)

Exercisable

   

Number of

Securities

Underlying

Unexercised

Options/

SARs (#)

Unexercisable

   

Option/

SAR

Exercise

Price

($)

   

Option/

SAR

Expiration

Date

          

Number

of Shares

or Units

of Stock

That

Have Not

Vested

(#)(2)

   

Market

Value of

Shares or

Units of

Stock That

Have Not

Vested

($)(3)

   

Equity

incentive

plan

awards:

Number of

unearned

shares,

units

or other

rights

that

have not

vested(4)

   

Equity

incentive

plan

awards:

market or

payout

value of

unearned

shares,

units

or other

rights that

have not

vested

 
(a)   (b)     (c)