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.)

   Filed by the Registrant    Filed by a Party other than the Registrant

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

YUM! BRANDS, INC.

(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 all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

YUM! Brands, Inc.

1441 Gardiner Lane

Louisville, Kentucky 40213

April 8, 2022

Dear Fellow Shareholders:

On behalf of your Board of Directors, we are pleased to invite you to attend the 2022 Annual Meeting of Shareholders of YUM! Brands, Inc. The Annual Meeting will be held Thursday, May 19, 2022, at 9:00 a.m., central time, in the YUM! Brands Center of Restaurant Excellence at 7100 Corporate Drive in Plano, Texas.

We intend to hold our annual meeting in person. 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 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.

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 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 14, 2022, as well as valid picture identification. Whether or not you plan to attend, we encourage you to consider the matters presented in the proxy statement and vote as soon as possible.

Sincerely,

David Gibbs

Chief Executive Officer

Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to Be Held on May 19, 2022—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/.

YUM! Brands, Inc.

1441 Gardiner Lane

Louisville, Kentucky 40213

Notice of Annual Meeting

of Shareholders

Thursday, May 19, 2022 9:00 a.m.

YUM! Brands Center of Restaurant Excellence, 7100 Corporate Drive, Plano, Texas 75024.

ITEMS OF BUSINESS:

(1) To elect twelve (12) directors to serve until the 2023 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, 2022.

(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 14, 2022.

ANNUAL REPORT:

A copy of our 2021 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 8, 2022.

By Order of the Board of Directors

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 8, 2022, 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.

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	18
MATTERS REQUIRING SHAREHOLDER ACTION	28

ITEM 1	Election of Directors (Item 1 on the Proxy Card)	28
ITEM 2	Ratification of Independent Auditors (Item 2 on the Proxy Card)	29
ITEM 3	Advisory Vote on Executive Compensation (Item 3 on the Proxy Card)	30
STOCK OWNERSHIP INFORMATION		32
DELINQUENT SECTION 16(a) REPORTS		34
EXECUTIVE COMPENSATION		34
Compensation Discussion and Analysis		34
Summary Compensation Table		54
All Other Compensation Table		55
Grants of Plan-Based Awards		56
Outstanding Equity Awards at Year-End		58
Option Exercises and Stock Vested		59
Pension Benefits		60
Nonqualified Deferred Compensation		62
Potential Payments Upon Termination or Change in Control		65
CEO Pay Ratio		67
EQUITY COMPENSATION PLAN INFORMATION		69
AUDIT COMMITTEE REPORT		71
ADDITIONAL INFORMATION		74

YUM! Brands, Inc.

1441 Gardiner Lane

Louisville, Kentucky 40213

PROXY STATEMENT

For Annual Meeting of Shareholders To Be Held On

May 19, 2022

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 Thursday, May 19, 2022, at the YUM! Brands Center of Restaurant Excellence at 7100 Corporate Drive in Plano, Texas.

We intend to hold our annual meeting in person. 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 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 2022 Annual Meeting of Shareholders (the “Annual Meeting”). The Annual

Meeting is scheduled to be held on Thursday, May 19, 2022 at 9:00 a.m. Central Time, at 7100 Corporate Drive, Plano, Texas. 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.

YUM! BRANDS, INC. - 2022 Proxy Statement     1

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 8, 2022, 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 14, 2022, 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 in order to vote at the meeting. 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 cellular and smart phones/devices, computers, cameras, sound or video recording equipment, 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

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.

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 14, 2022. Each share of YUM common stock is entitled to one vote. As of March 14, 2022, YUM had 288.2 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, 2022; 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.

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.

YUM! BRANDS, INC. - 2022 Proxy Statement     3

QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING   

Proxies submitted through the Internet or by telephone as described above must be received by 11:59 p.m., Eastern Time, on May 18, 2022. 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 17, 2022.

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 18, 2022.

Can I vote at the Annual Meeting?

Shares registered directly in your name as the shareholder of record may be voted in person 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 Time, on May 18, 2022;

• 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.

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 2022 (Item 2); and

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

4      YUM! BRANDS, INC. - 2022 Proxy Statement

   QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING

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 2022 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 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 14, 2022, 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.

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, 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 21 under “What other significant Board practices does the Company have? — Majority Voting Policy.”

YUM! BRANDS, INC. - 2022 Proxy Statement     5

QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING   

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.

6      YUM! BRANDS, INC. - 2022 Proxy Statement

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/.

YUM! BRANDS, INC. - 2022 Proxy Statement     7

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 6 years, with our longest- and shortest-tenured directors having served for 16 years (Mr. Nelson) and for 2 years (Mr. Barr and Mmes. Hobart and Young-Scrivner), 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:

How often did the Board meet in 2021?

The Board of Directors met 6 times during 2021. Each of the directors who served in 2021 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 2021 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 with which they are affiliated

8      YUM! BRANDS, INC. - 2022 Proxy Statement

   GOVERNANCE OF THE COMPANY

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. While the Board does not have a specific policy regarding director diversity, the Committee believes that its nominees should reflect a diversity of experience, gender, race, ethnicity and age. 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 and value.

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.

YUM! BRANDS, INC. - 2022 Proxy Statement     9

GOVERNANCE OF THE COMPANY   

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:

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. In 2020 we announced our Unlocking Opportunity Initiative, which focuses on equity and inclusion, education, and entrepreneurship and is supported by a $100 million investment over five years (beginning in 2020).

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   GOVERNANCE OF THE COMPANY

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.

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 75.

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GOVERNANCE OF THE COMPANY   

Director Biographies

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 67 Director since 2016 Independent
Committees: •   Audit, Chair
Favorite YUM! Brands Food: Chicken Chalupas

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 51 Director since 2020 Independent
Committees: •   Management Planning and Development
Favorite YUM! Brands Food: 7 Layer Burrito

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   GOVERNANCE OF THE COMPANY

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 66 Director since 2017 Independent
Committees: •   Management Planning and Development, Chair
Favorite YUM! Brands Food: Chicken Pot Pie

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 63 Director since 2015 Independent, Non-Executive Chairman
Committees: •   Management Planning and Development •   Nominating and Governance
Favorite YUM! Brands Food: Classic Bean Burrito

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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 56 Director since 2018 Independent
Committees: •   Audit
Favorite YUM! Brands Food: Thin Veggie Lover’s Pizza

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. Mr. Gibbs has served as a director of Under Armour since September 2021. 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 59 Director since 2019
Favorite YUM! Brands Food: Award Winning Charburger

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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 67 Director since 2012 Independent
Committees: •   Management Planning and Development •   Nominating and Governance, Chair
Favorite YUM! Brands Food: Hot Wings

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 53 Director since 2020 Independent
Committees: •   Audit
Favorite YUM! Brands Food: Chicken Quesadilla

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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 59 Director since 2006 Independent
Committees: •   Management Planning and Development •   Nominating and Governance
Favorite YUM! Brands Food: Pepperoni Lover’s Pizza

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 62 Director since 2016 Independent
Committees: •   Audit
Favorite YUM! Brands Food: KFC Bucket of Original Recipe Chicken

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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 PLC. 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 57 Director since 2014 Independent
Committees: •   Audit
Favorite YUM! Brands Food: KFC Bucket of Original Recipe Chicken

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 53 Director since 2020 Independent
Committees: •   Audit
Favorite YUM! Brands Food: 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 2023 Annual Meeting of Shareholders and until their respective successors have been elected and qualified.

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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 2021, 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.

Chairperson of the Board and Committee Chairperson Retainers. In recognition of their added duties, the Chairperson of the Board (Mr. Cornell in 2021) receives an additional $170,000 stock retainer annually and the Chairs of the Audit Committee (Mr. Alves in 2021), Management Planning and Development Committee (Mr. Connor in 2021) and the Nominating and Governance Committee (Ms. Graddick-Weir in 2021) each receive an additional $25,000, $20,000 and $20,000 annual stock retainer, respectively. These committee chairperson retainers were paid in February of 2021.

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 executive 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 2021, 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 50. 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, although the Audit Committee chair retainer was approximately $2,500 below market median. Based on this data, the Committee recommended no changes to our director compensation program.

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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		—		282,917		—		10,000		292,917
Barr, Keith		—		260,000		—		10,000		270,000
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		—		238,333		—		—		238,333
Nelson, Thomas		—		262,083		—		—		262,083
Skala, Justin		—		260,000		—		—		260,000
Stock, Elane		—		260,000		—		—		260,000
Young-Scrivner, Annie		—		260,000		—		10,000		270,000

(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 2021. Retainer awards are pro-rated for partial years of service.

(2) At December 31, 2021, the aggregate number of stock appreciation rights (“SARs”) awards outstanding for each non-employee director was:

Name	SARs
Alves, Paget		—
Barr, Keith
Connor, Christopher		—
Cornell, Brian		6,491
Domier, Tanya		—
Hobart, Lauren		—
Graddick-Weir, Mirian		18,964
Nelson, Thomas		18,964
Skala, Justin		4,646
Stock, Elane		10,003
Young-Scrivner, Annie		—

(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

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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 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.

How much YUM stock do the directors own?

Stock ownership information for each director is shown in the table on page 33.

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 51.

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 2023 Annual Meeting of Shareholders must be

received by us no earlier than November 9, 2022, and no later than December 9, 2022.

Director nominations to be brought before the 2023 Annual Meeting of Shareholders. Director nominations that a shareholder intends to present at the 2023 Annual Meeting of Shareholders, other than through the proxy access procedures described above, must have been received no later than February 18, 2023. These nominations must be submitted by a shareholder in accordance with the requirements specified in YUM’s bylaws.

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Where to send director nominations for the 2023 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?

In November 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 2021, 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 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 principal executive officer, the principal 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.

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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:

(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.

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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 digital/information 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.

The Audit Committee engages in substantive discussions of enterprise risk management and processes 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 regular 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;

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• 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.

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

As stated in the Compensation Discussion and Analysis at page 34, 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 2022, 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 165 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 in our annual incentive plans 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.

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   GOVERNANCE OF THE COMPANY

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

determined that this relationship was not material to Mr. Cornell or Target Corporation, and therefore determined that Mr. Cornell was independent.

Brian C. Cornell is the Chairman and Chief Executive Officer of Target Corporation. During 2021, the Company received approximately $6 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 2021. 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.

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.

YUM! BRANDS, INC. - 2022 Proxy Statement     25

GOVERNANCE OF THE COMPANY   

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/.

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 2021
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 23	9

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.

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   GOVERNANCE OF THE COMPANY

Name of Committee  and Members	Functions of the Committee	Number of Meetings  in Fiscal 2021
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 associated risks 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	5

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.

Name of Committee  and Members	Functions of the Committee	Number of Meetings  in Fiscal 2021
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	4

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.

YUM! BRANDS, INC. - 2022 Proxy Statement     27

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 2023 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 22 under “What other significant Board practices does the Company have? — Majority Voting Policy.”

28      YUM! BRANDS, INC. - 2022 Proxy Statement

   MATTERS REQUIRING SHAREHOLDER ACTION

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 2022. The Audit Committee of the Board of Directors has selected KPMG to audit our consolidated financial statements. During fiscal 2021, 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 2021 and 2020?

The following table presents fees for professional services rendered by KPMG for the audit of the Company’s annual financial statements for 2021 and 2020, and fees billed for audit-related services, tax services and all other services rendered by KPMG for 2021 and 2020.

	2021		2020
Audit fees(1)	$	6,466,000	$	5,597,000
Audit-related fees(2)	$	541,000	$	529,000
Tax fees(3)	$	707,000	$	511,000
All other fees	$	0	$	0
TOTAL FEES	$	7,714,000	$	6,637,000

(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, and statutory audits.

(2) Audit-related fees include fees associated with audits of financial statements and certain employee benefit plans, agreed upon procedures, other attestations, and services rendered in connection with the Company’s securities offerings including comfort letters and consents.

(3) Tax fees consist principally of fees for international tax compliance, tax audit assistance, value added tax services, and other tax advisory services.

YUM! BRANDS, INC. - 2022 Proxy Statement     29

MATTERS REQUIRING SHAREHOLDER ACTION   

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 34,

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.

30      YUM! BRANDS, INC. - 2022 Proxy Statement

   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 2023 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.

YUM! BRANDS, INC. - 2022 Proxy Statement     31

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, 2021 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		34,105,072	(1)		11.6%
Blackrock Inc.  55 East 52nd Street  New York, NY 10055		24,554,583	(2)		8.4%
The Vanguard Group  100 Vanguard Blvd.  Malvern, PA 19355		22,770,049	(3)		7.77%
Magellan Asset Management Limited  19 Martin Place  Sydney, NSW, 2000, Australia		15,431,704	(4)		5.26%

(1) The filing indicates sole voting power for 10,805,859 shares, shared voting power for 0 shares, sole dispositive power for 34,105,072 shares and shared dispositive power for 0 shares.

(2) The filing indicates sole voting power for 16,304,205 shares, shared voting power for 0 shares, sole dispositive power for 24,554,583 shares and shared dispositive power for 0 shares.

(3) The filing indicates sole voting power for 0 shares, shared voting power for 465,798 shares, sole dispositive power of 21,580,878 shares and shared dispositive power for 1,189,171 shares.

(4) The filing indicates sole voting power for 10,359,192 shares, shared voting power for 0 shares, sole dispositive power for 15,431,704 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, 2021 by

• each of our directors,

• each of the executive officers named in the Summary Compensation Table on page 54, 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, 2021. Included are shares that could have been acquired within 60 days of December 31, 2021 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.

32      YUM! BRANDS, INC. - 2022 Proxy Statement

   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		8,462		14,771
Keith Barr		—		—		—		—		4,648		4,648
Christopher Connor		—		—		—		—		13,215		13,215
Brian C. Cornell		452		2,076		—		2,528		24,012		26,540
Tanya Domier(5)		4,957		—		—		4,957		8,135		13,092
Mirian M. Graddick-Weir		1,233		6,022		—		7,255		32,481		39,736
Lauren Hobart		—		—		—		—		2,548		2,548
Thomas C. Nelson		17,396		6,022		—		23,418		70,502		93,920
Justin Skala		8,753		1,491		—		10,244		8,330		18,574
Elane B. Stock		4,019		3.154		—		7,173		18,404		25,577
Annie Young-Scrivner		2,042		—		—		2,042		2,636		4,678
David Gibbs(5)		85,059		299,504		29,880		414,443		69,826		484,269
Christopher Turner		6,198		10,410		—		16,608		4,391		20,999
Tracy Skeans		13,329		66,221		12,827		92,377		6,188		98,565
Mark King		8,034		7,901		—		15,935		7,318		23,253
Anthony Lowings(5)		46,574		125,751		10,143		182,468		240		182,708
All Directors and Executive Officers as a Group (19 persons)		222,302		647,576		58,824		928,702		325,454		1,254,156

(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, 2,734

        • Mr. Lowings, 1,214

        • all relevant executive officers as a group, 5,008 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 and Mr. Lowings, 65,893 and 3,750 of these shares are held in trusts, respectively.

YUM! BRANDS, INC. - 2022 Proxy Statement     33

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 2021, except that one late Form 4 filed on behalf Mr. Skala reported one transaction (the distribution of shares from the Directors Deferred Compensation Plan), due to an administrative error.

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	35
A.YUM 2021 Performance	35
B.Named Executive Officers	36
C.Compensation Philosophy	36
D.Compensation Overview	36
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	42
III.  2021Named Executive Officer Total Direct Compensation and Performance Summary	43
IV. Retirementand Other Benefits	47
V.  HowCompensation Decisions Are Made	48
VI. CompensationPolicies and Practices	51

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   EXECUTIVE COMPENSATION

I.     Executive Summary

A.    YUM 2021 Performance

The company’s 2021 performance was incredibly strong, resulting in system sales growth of 13%, underpinned by 10% same-store sales growth and 6% net unit growth. Each of our four global Brands contributed to the strength we saw in 2021 with positive same-store sales and net-new unit development. This diversified strength illustrates the health of our global system, driven by iconic Brands, strong unit economics and the unmatched operating capability of our capable, committed, and well-capitalized franchise partners, who are experiencing strong unit economics and profit growth. In 2021, we opened 4,180 gross units, marking the strongest development year in Yum!’s history and setting an industry record for unit development, demonstrating that our development engine is reignited.

Additionally, the Company reached new heights in digital, leading to over $22 billion in digital sales, an approximately 25% increase year-over-year. We galvanized our digital and technology strategy and accelerated the development of our ecosystem with both internal investments and the closing of the Kvantum, Tictuk and Dragontail acquisitions. Now more than ever, we’ve leaned into the structural advantages of our diversified global portfolio by leveraging our unmatched global scale, sophisticated supply chains, marketing and consumer insights expertise, and our growing digital and technology capabilities to fuel growth and deliver consistently strong results.

As we move into 2022, which marks the 25th anniversary of Yum, we are confident that we will continue to build the world’s most loved and trusted brands while delivering lasting value for our

stakeholders. To accomplish these goals, we will continue to rely on and elevate 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:

• 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.

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 2022.

(1) See pages 29, 33 and 35 in Item 7 of YUM’s Form 10-K for the fiscal year ended on December 31, 2021 for a discussion of Core Operating Profit in 2021. System Sales Growth excludes impact of foreign currency translation.

YUM! BRANDS, INC. - 2022 Proxy Statement     35

EXECUTIVE COMPENSATION   

B.    Named Executive Officers

The Company’s NEOs for 2021 are as follows:

Name	Title
David W. Gibbs	Chief Executive Officer
Chris Turner	Chief Financial Officer
Tracy L. Skeans	Chief Operating Officer and Chief People Officer
Mark King	Chief Executive Officer of Taco Bell Division
Tony Lowings1	Retired Chief Executive Officer of KFC Division

(1) Effective January 1, 2022, Mr. Lowings retired from the position of Chief Executive Officer of the KFC Division.

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

2021 Compensation Highlights

• In January of 2021, 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 around the 50th percentile of our Executive Peer Group (defined at page 50) for the CEO role;

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

• The Committee certified that our 2018 PSU awards under our Performance Share Plan paid out at 84% of target in 2021 based on the Company’s Total Shareholder Return (“TSR”) at the 67th percentile compared to the S&P 500 Consumer Discretionary Index and Earnings Per Share (“EPS”) growth of 5%, for the 2018- 2020 performance cycle (see discussion of PSUs at page 42).

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   EXECUTIVE COMPENSATION

• Say on Pay. At our May 2021 Annual Meeting of Shareholders, shareholders approved our “Say on Pay” proposal in support of our executive compensation program, with 83% of votes cast in favor of the proposal.

• Shareholder Outreach. 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, sustainability, investor relations and legal continued to be directly involved in engagement efforts during 2021 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 48).

• Change in PSU Metrics. Because the continuing pandemic-influenced operating environment makes it difficult to set long-term targets which incorporate operating metrics or the previously used EPS metric, our annual PSU grants made in 2021 will be earned based completely on how the Company’s TSR performs relative to the S&P 500 Consumer Discretionary Index.

The Committee determined this change was consistent with the Company’s overall business strategy and realities of the current marketplace. Given that pandemic-related uncertainties are lessening, the Committee has determined to reintroduce operating metrics into the PSU design beginning in 2022.

• Accelerating Profitable Growth PSU Award. In January, the Committee approved a one-time Accelerating Profitable Growth PSU award for approximately 500 of the Company’s leaders, which is intended to generate shareholder value by accelerating growth by aggressively restarting the Company’s development engine and motivating leaders to deliver breakthrough development, without losing focus on the other growth drivers of

the Company’s business. These PSU awards are designed to pay out only if bold net-new unit development targets are met. Further details of the Accelerating Profitable Growth PSU award are set forth beginning at page 43.

2022 Changes to Compensation Program

• Long Term Incentive Equity Mix for 2022. As mentioned above, following the Company’s 2021 Annual Meeting of Shareholders, significant shareholder engagement was undertaken by the Company in order to receive feedback on, among other things, the Company’s equity mix for annual long-term incentive awards. In response to this shareholder feedback, and in alignment with our business strategy and compensation philosophy, the Committee has determined that beginning in 2022, the annual long-term incentive award mix for the Company’s executive officers will be split as follows: 25% SARs, 25% Restricted Stock Units (“RSUs”) and 50% PSUs.

• Change in PSU Metrics. In response to shareholder feedback, and consistent with the Company’s overall business strategy, beginning in 2022, annual PSU grants made to our executive officers will be earned based on 50% System Sales Growth and 50% Core Operating Profit Growth, with a positive or negative modifier based on the Company’s TSR performance relative to the S&P 500 Consumer Discretionary Index.

• Updated the Company’s Executive Peer Group. In August 2021, the Committee approved a revised peer group to be used for NEO pay determinations beginning in 2022. The changes to the Executive Peer Group were made to better align the size of the peer group companies with YUM, and to include companies in relevant industry sectors. Many of the included companies have a global reach, franchised operations, multiple brands and a significant digital presence.

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EXECUTIVE COMPENSATION   

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 annual 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 annual 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 2021. Our other NEOs’ target annual compensation is subject to a substantially similar set of considerations, which are discussed in Section III, 2021 Named Executive Officer Total Direct Compensation and Performance Summary, found at pages 43 to 47 of this CD&A.

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) taking into account Company performance, the CEO’s performance, time in role, other job-related factors and the range of market practices of our Peer Group. The Committee was highly satisfied with Company results and the exemplary leadership of Mr. Gibbs, as by early

2021, the most dramatic and difficult part of the pandemic had been successfully weathered due to his leadership. In 2021, Mr. Gibbs’ target total direct compensation was set around the 50th percentile of our Executive Peer Group. For 2021, 76% of our CEO’s target pay was in the form of long-term equity incentive compensation.

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(1) A measure of results of operations for the purpose of evaluating performance against targets set under our YUM Leaders’ Bonus Program included Core Operating Profit Growth excluding the impact of a 53rd week in 2019. See pages 29, 33 and 35 in Item 7 of YUM’s Form 10-K for the fiscal year ended on December 31, 2021 for a discussion of Core Operating Profit in 2021.

(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.

(4) Greg Creed was the Company’s Chief Executive Officer until December 31, 2019.

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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 final team performance measures, targets and weights in May 2021, following an extensive review of these items in January and a preliminary approval in March, 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.

The performance targets were developed through the Company’s annual financial planning process, which takes into account KFC, Pizza Hut, Taco Bell and The Habit (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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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. As part of the 2021 target-setting process, the Committee decided that KFC, Pizza Hut, Taco Bell and/or YUM Operating Profit growth performance for 2021 annual incentive purposes should be measured adjusting for certain factors that were not considered indicative of underlying business performance for the year. These factors included amounts associated with Special Items (as defined in our Form 10-K at page 29) and foreign currency translation.

Detailed Breakdown of 2021 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 unit development. Accordingly, 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.

Team Performance
NEO	Measures	Min		Target		Max		Actual		Earned Award as % of Target		Weighting		Final Team Performance
Gibbs   Skeans   Turner	Core Operating Profit Growth1		$1,868MM		$1,957MM		$2,045MM		$2,094MM		200		50%		100
	System Same-Store Sales Growth		3.25%		8.5%		10.5%		10.1%		179		25%		45
	System Net New Units		1,470		1,850		2,525		3,057		200		25%		50
	FINAL YUM TEAM FACTOR														195
Lowings	Core Operating Profit Growth1		$1,039MM		$1,115MM		$1,144MM		$1,185MM		200		50%		100
	System Same-Store Sales Growth		5.25%		11.25%		13.25%		11.2%		99		25%		25
	System Net New Units		990		1,325		1,525		1,928		200		25%		50
	Total Weighted Team Performance — KFC (75%)														175
	Total Weighted Team Performance — YUM (25%)														195
	FINAL KFC TEAM FACTOR														180
King	Core Operating Profit Growth1		$721MM		$742MM		$754MM		$757MM		200		50%		100
	System Same-Store Sales Growth		0.75%		4.75%		6.75%		10.5%		200		25%		50
	System Net New Units		225		300		360		364		200		25%		50
	Total Weighted Team Performance — TB (75%)														200
	Total Weighted Team Performance — YUM (25%)														195
	FINAL TACO BELL TEAM FACTOR														199

(1) See pages 29, 33 and 35 in Item 7 of YUM’s Form 10-K for the fiscal year ended on December 31, 2021 for a discussion of Core Operating Profit in 2021.

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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. Performance categories considered by the Committee include the NEO’s performance in: Fostering Unrivaled Culture and Talent; Driving Bold Restaurant Development and Returns; Building Relevant, Easy and Distinctive Brands; Developing Unmatched Operating Capability; Implementation of our Recipe for Good –focusing on People, Food and Planet; and Delivering on Shareholder Promises. The Committee’s determinations with respect to the individual performance of our NEOs is set forth below from pages 43 to 47.

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 2021, 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 2021, 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 54 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 2021, 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 2021. These PSU awards are earned based on the Company’s 3-year average TSR relative to the companies in the S&P 500 Consumer Discretionary Index. Using TSR in 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. The target, threshold and maximum number of shares that may be paid under these awards for each NEO are described at page 56. 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 2021 – 2023, each NEO will earn a percentage of his or her target PSU award, with 100% of the payout based on the achieved TSR percentile ranking against the S&P 500 Consumer Discretionary Index. 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	%

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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.

Accelerating Profitable Growth Award – A One-Time Performance-Based Award to Drive Bold Net-New Unit Development

In January 2021, the Committee approved the Accelerating Profitable Growth award, an incremental one-time grant specifically designed to rapidly accelerate growth through net-new unit development and to foster retention of a broad-based group of approximately 500 Company leaders, including the NEOs. The Committee viewed a rapid, but well-considered, expansion in net-new unit development as essential for the Company in accelerating its growth in furtherance of its strategic model as we move beyond the pandemic. When designing the award, the Committee intended that the award would address vital strategic objectives including, but not limited to, the following:

• Shareholder value – Generating shareholder value by accelerating growth and aggressively restarting the Company’s development engine – designed to maintain strong alignment with, and support from, the Company’s shareholders, who the Committee intends will ultimately benefit if the Company is successful in meeting the bold unit development targets set forth in the award;

• Breakthrough Growth – Incentivizing a broad group of Company leaders to ensure the delivery of breakthrough development, without their losing focus on the Company’s other growth drivers;

• Retention – Retaining our leaders at varying levels within the Company in an economically challenging

environment and in the face of increased competition for our unrivaled talent; and

• Simplicity and Clarity – Creating an award that is simple for employees to understand and likely to allow them to coalesce around a unified goal.

The performance metrics of the Accelerating Profitable Growth Award are reflective of the key emphasis the Company has placed on unit development, as described above. These PSUs may be earned based on the Company’s performance against the following objective and subject to the following terms:

(a) Performance/Reward Structure. Performance requirements and corresponding incentive opportunities under the plan are as follows:

Structure	Threshold			Target			Maximum
Net-New Units		3,800			4,500			5,200
Incentive as % of Target		75	%		100	%		125	%

(b) Notably, the number of net-new units necessary to satisfy threshold performance under this award is approximately equal to the Company’s highest historical two-year net-new unit development performance, excluding acquisitions. If the threshold development target is not reached, the award will not pay out.

(c) Performance Period. The performance period over which the award may be earned is January 1, 2021 to December 31, 2022 (if performance against the net-new unit target is below threshold for the period of January 1, 2021 through December 31, 2022 and the World Health Organization has declared a global pandemic which remains in effect after December 31, 2021, the performance period would become January 1, 2022 to December 31, 2023, excluding any net-new units developed during 2021).

Generally, recipients of this award must remain employed with the Company through December 31, 2023 to vest in this award. Pro rata vesting is available in the event an award recipient’s employment is terminated prior to that date by reason of death, disability, retirement, or involuntary termination by the Company due to a job elimination or without cause.

III. 2021 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 2021 performance relative to our annual and long-term incentive performance goals.

The process the Committee used to determine each officer’s 2021 compensation is described more fully in “How Compensation Decisions Are Made” beginning on page 48.

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EXECUTIVE COMPENSATION   

CEO Compensation

  David Gibbs

  Chief Executive Officer

2021 Performance Summary

Our Board, under the leadership of the Committee Chair, approved Mr. Gibbs’ goals 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’ continued leadership during the global pandemic.

The Committee determined that Mr. Gibbs’ overall performance for 2021 merited an individual factor of 140. This individual factor was combined with YUM’s awarded team factor of 195 (discussed at page 41) resulting in a significantly above 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 (without assigning a weight to any particular item):

• Driving Bold Restaurant Development and Returns. The Company opened 3,057 net-new units in 2021, resulting in the strongest year of development growth in Yum!’s history and a restaurant industry record;

• Delivering on Shareholder Promises – strong system sales growth. Company system sales growth increased 13% over the prior year, supported by 10% same-store sales growth and 6% net unit growth, evidencing the health of our global system;

• Developing Unmatched Operating Capability – including leading our continued pandemic response. This required: avoiding disruptions in supply chain as a result of the global pandemic; mitigating significant store-closure risks in various markets; supporting employees and communities in response to the pandemic;

• Building Relevant, Easy and Distinctive Brands – by driving increased digital sales. Lead the Company to record setting digital sales of $22 Billion, an approximate 25% increase over the prior year, by leveraging significant investments in technologies and new functions focused on analytics and innovation;

• Driving our Recipe for Good – including fostering the Company’s Unlocking Opportunity Initiative supporting equity and inclusion and social justice. Accomplished through the development of governance and brand strategies, the establishment of the Yum! Center for Global Franchise Excellence with the University of Louisville and a joint M.B.A. Accelerator Program between Howard University and the University of Louisville, as well as the launching of social impact programs in the U.S. and in various international markets. Achieved meaningful progress towards commitment to eliminate non-recyclable or non-recoverable plastics from customer-facing packaging by 2025 and continued innovations and expansion of plant-based offerings.

• Fostering Unrivaled Culture and Talent – by developing leadership. Evidenced by the recruitment of Aaron Powell as CEO of the Pizza Hut Division and the promotion of Sabir Sami as CEO of the KFC Division, as well as fostering a customer-focused employee culture.

2021 Committee Decisions

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

• Base salary remained at $1,200,000;

• Annual cash bonus target percentage was increased to 165% of base salary;

• Grant value of annual long-term incentive equity awards was increased to $10,000,000;

• These adjustments were to recognize his performance in successfully leading the Company through a very challenging economic climate and to better align with market compensation norms.

These decisions regarding the components of the Company’s ongoing executive compensation program positioned Mr. Gibbs’ total target direct compensation at around the 50th percentile of the Company’s Executive Peer Group (defined at page 50).

The Committee also approved a special one-time performance-based Accelerating Profitable Growth award for Mr. Gibbs, intended to drive bold new unit development, with a grant value of $5,000,000. The design and purpose of this special award is described in detail above at page 43.

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The graphics below illustrate Mr. Gibbs’ direct compensation:

Other NEO 2021 Total Direct Compensation

Chris Turner

Chief Financial Officer

2021 Performance Summary

The Committee determined that Mr. Turner’s performance merited a 140 individual performance factor. The Committee recognized Mr. Turner’s leadership in driving an increase in Company system sales growth of 13%, supported by 10% same-store sales growth and 6% net unit growth. He was also recognized for leading the Company’s development initiative, which resulted in the opening of approximately 3,057 net-new units, resulting in the strongest year of development growth in Yum!’s history and a restaurant industry record. The Committee also noted Mr. Turner’s leadership in Developing Unmatched Operating Capability, in part by completing several significant strategic technology acquisitions designed to significantly enhance capabilities in end-to-end customer experience, operations, data and analytics strategy. Mr. Turner’s individual factor was combined with an awarded team factor of 195 (discussed at page 41) to calculate his annual cash bonus.

2021 Committee Decisions

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

• Base salary remained at $850,000;

• Annual cash bonus target was increased to 110% of base salary;

• Grant value of annual long-term incentive equity awards was increased to $2,250,000;

• These adjustments were to recognize his performance in successfully leading the Company through a very challenging economic climate and to better align with market compensation norms and internal peer equity.

These adjustments positioned Mr. Turner’s 2021 total direct compensation at the median percentile of the Company’s Executive Peer Group (defined at page 50) for his position.

The Committee also approved a special one-time performance-based Accelerating Profitable Growth award for Mr. Turner, intended to drive bold new unit development, with a grant value of $2,250,000. The design and purpose of this special award is described in detail above at page 43.

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EXECUTIVE COMPENSATION   

Tracy L. Skeans

Chief Operating Officer and Chief People Officer

2021 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 open 4,180 gross units in 2021 (including 3,057 in net-new units), resulting in the strongest year of development growth in Yum!’s history and a restaurant industry record. In addition, the Committee recognized Ms. Skeans for her leadership in driving the Company to a system sales growth increase of 13%, including 10% same-store sales growth and 6% net unit growth.

The committee also commended Ms. Skeans for Fostering Unrivaled Culture and Talent by hiring and developing leaders, achieving best ever employee engagement results in a pandemic environment; and building a culture which promotes diversity and inclusion and our Recipe for Good through key internal and external initiatives, such as the Unlocking Opportunity Initiative and the Women’s Foodservice Forum. Ms. Skeans’ individual factor was combined with a team factor of 195 (discussed at page 41) to calculate her annual cash bonus.

2021 Committee Decisions

In January, Ms. Skeans’ compensation was adjusted as follows:

• Base salary was increased to $850,000;

• Annual cash bonus target increased to 110% of base salary;

• Grant value of annual long-term incentive equity awards was increased to $2,500,000;

• These adjustments were to recognize her performance in successfully leading the Company through a very challenging economic climate and to better align with market compensation norms and internal peer equity.

These decisions positioned Ms. Skeans’ total direct compensation at the median percentile of the Company’s Executive Peer Group (defined at page 50) for her position.

The Committee also approved a special one-time performance-based Accelerating Profitable Growth award for Ms. Skeans, intended to drive bold new unit development, with a grant value of $2,500,000. The design and purpose of this special award is described in detail above at page 43.

Mark King

Chief Executive Officer, Taco Bell Division

2021 Performance Summary

The Committee determined that Mr. King’s performance merited a 140 individual performance factor. The Committee recognized Mr. King’s leadership in driving net-new unit development. In addition, the Committee recognized Mr. King’s performance in Building Relevant, Easy and Distinctive Brands – by driving increased digital sales, which lead to over 10% in same-store sales growth at Taco Bell (with increased digital sales making up over 20% of overall sales). Mr. King was also recognized for Driving our Recipe for Good, through Taco Bell reaching its goal to award $21 million in Live Mas Scholarships by the end of 2021. Mr. King’s individual factor was combined with a team factor of 199 (discussed at page 41) to calculate his annual cash bonus.

2021 Committee Decisions

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

• Base salary remained at $925,000;

• Annual cash bonus target increased to 110% of base salary;

• Grant value of annual long-term incentive equity awards was set at $1,750,000;

• These adjustments were to recognize his performance in successfully leading the Company through a very challenging economic climate and to align with market compensation norms and internal peer equity, reflecting his years of experience as a senior executive.

Mr. King’s 2021 total direct compensation was around the 75th percentile of the Executive Peer Group (defined at page 50) for his position.

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The Committee also approved a special one-time performance-based Accelerating Profitable Growth award for Mr King, intended to drive bold new unit

development, with a grant value of $1,750,000. The design and purpose of this special award is described in detail above at page 43.

Tony Lowings

Retired Chief Executive Officer, KFC Division

2021 Performance Summary

The Committee determined that Mr. Lowings’ performance merited a 140 individual performance factor. The Committee recognized Mr. Lowings’ leadership in Driving Bold Restaurant Development and Returns, noting that KFC delivered over 1,900 net-new units. In addition, the Committee recognized Mr. Lowings’ performance in delivering above target same-store sales growth and advancements in food safety compliance. Mr. Lowings’ individual factor was combined with a team factor of 180 (discussed at page 41) to calculate his annual cash bonus.

2021 Committee Decisions

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

• Base salary remained at $750,000;

• Annual cash bonus target percentage increased to 110% of base salary;

• Grant value of annual long-term incentive equity awards was increased to $2,000,000;

• These adjustments were to recognize his performance in successfully leading the Company through a very challenging economic climate and to better align with market compensation norms and internal peer equity.

These decisions positioned Mr. Lowings’ total direct compensation at the median percentile of the Executive Peer Group (defined at page 50) for his position.

The Committee also approved a special one-time performance-based Accelerating Profitable Growth award for Mr Lowings, intended to drive bold new unit development, with a grant value of $2,000,000. The design and purpose of this special award is described in detail above at page 43.

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 2021, 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 2.91%) 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. Prior to 2021, under this plan, Mr. Lowings received an annual contribution equal to 15% of base salary and target bonus and

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EXECUTIVE COMPENSATION   

an annual earnings credit of 5%. Beginning in 2021, he only received the 5% annual earnings credit (as he now participates in a superannuation plan in his home country of Australia.

Benefits payable under these plans are described in more detail beginning on page 60

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 2021, the incremental cost of Mr. Gibbs personal use of charter or commercial aircraft was $225,498. 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. In 2021, the NEO personal travel resulted in incremental costs of $49,020 for Ms. Skeans and $78,672 for Mr. King.

V. How Compensation Decisions Are Made

Shareholder Outreach, Engagement and 2021 Vote on NEO Compensation

At our 2021 Annual Meeting of Shareholders, 83% of votes cast on our annual advisory vote on NEO compensation were in favor of our NEOs’ compensation program, as disclosed in our 2021 proxy statement. During 2021, 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 2021 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.

• Beginning in 2022, changing our equity mix for NEOs to 50% PSUs, 25% SARs and 25% RSUs, to better align with business objectives, shareholder preferences and market practice.

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

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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

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 2021 pay determinations for all NEOs is comprised of the following companies:

At the time the benchmarking analysis was prepared in November 2020, the Executive Peer Group’s median annual revenues were $11.3 billion, while YUM equivalent annual revenues were estimated at $14.3 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 approximate 290 brand-country combinations and

approximately 1,500 franchisees. To appropriately reflect this complexity in calibrating the size of our organization and underlying operating divisions during the 2020 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.

Peer groups of other globally prominent companies similarly include companies where the median revenue scope of those peers are materially above the reported corporate revenue. This likely reflects the same assessments of complexity and reach and accordingly appropriate company size profiles. 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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Competitive Positioning and Setting Compensation

At the beginning of 2021, 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 165 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 2021, 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		357,348	$	49,621,343		41.4
Turner(3)		3x base salary		9,708	$	1,348,053		1.6
Skeans		2x base salary		45,832	$	6,364,232		7.5
King(3)		3x base salary		10,666	$	1,481,081		1.6
Lowings		3x base salary		162,635	$	22,583,496		30.1

 (1) Calculated as of December 31, 2021 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 $138.86 as of December 31, 2021.

 (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 65.

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 Equity Award Granting Practices

Historically, we have made annual SARs grants 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 ordinarily 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. These awards are currently made as RSUs which vest after three years. Historically, CEO Awards were made using SARs.

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 $500,000 in economic value annually. In the case of these grants, the Committee sets all the terms of each award, except the actual number of SARs/RSUs, 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 2021 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 2021 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		2021		1,200,000		—		10,936,620		5,000,003		5,405,400		4,789,314		247,322		27,578,659
Chief Executive   Officer of YUM		2020		303,077		1,404,000		4,646,430		3,500,016		—		4,517,703		260,225		14,631,451
		2019		984,615		—		7,393,577		2,225,003		2,399,800		3,988,755		151,402		17,143,152
Chris Turner		2021		850,000		—		3,585,851		1,125,013		2,552,550		716		124,727		8,238,857
Chief Financial   Officer of YUM		2020		848,077		714,000		1,075,610		1,000,015		—		404		167,796		3,805,902
		2019		283,846		500,000		1,500,009		—		463,021		—		54,290		2,801,166
Tracy L. Skeans		2021		834,615		—		3,984,248		1,250,017		2,552,550		815,000		61,304		9,497,735
Chief Operating   Officer and Chief   People Officer of   YUM		2020 2019		749,731 708,846		567,000 —		1,761,429 1,075,731		800,001 1,000,017		— 1,165,057		1,852,419 1,433,369		42,396 51,529		5,772,976  5,434,549
Mark King		2021		925,000		500,000		2,789,040		875,005		2,834,755		788		173,483		8,098,071
Chief Executive   Officer of   Taco Bell Division		2020		921,154		1,134,550		806,652		750,011		271,950		466		134,567		4,019,350
		2019		370,385		500,000		2,500,015		—		591,189		—		33,021		3,994,610
Tony Lowings		2021		915,995		—		3,187,332		1,000,009		2,186,047		25,857		73,771		7,389,011
Retired Chief   Executive   Officer of   KFC Division		2020 2019		753,846 699,789		562,500 —		860,421 806,874		800,001 1,750,030		— 1,464,120		23,908 11,975		578,915 262,690		3,579,591  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. For Mr. Lowings, because he is located in Australia and paid via local payroll, his notional salary is AUD $1,050,000 (equal to USD 750k), but his flexible salary is AUD $1,235,000. Flexible salary is an employee’s notional salary plus any cashed-out superannuation plan amounts (20% of notional salary less $25,000 capped superannuation contribution which is not cashed-out). This cashed-out component is added to Mr. Lowings’ notional salary, resulting in a flexible salary amount of AUD $1,235,000.

(2) Amounts in this column for 2021 represent a retention payment paid to Mark King in accordance with his sign-on agreement in 2019.

(3) For Messrs. Gibbs, Turner, King and Lowings and for Ms. Skeans, amounts shown in this column represent the grant date fair values for performance share units (PSUs) granted in 2021, 2020 and 2019. Further information regarding the 2021 awards is included in the “Grants of Plan-Based Awards” and “Outstanding Equity Awards at Year-End” tables later in this proxy statement. For 2021, these amounts include both the annual PSU grants and the Accelerating Profitable Growth PSU (“APG”) grant, as described in detail on page 43 of the CD&A. 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 2021 annual PSUs is 200% of target (125% of target for the APG grant). For 2021, Mr. Gibbs’ annual PSU maximum value at grant date fair value would be $11,873,160 and his APG maximum value at grant date fair value would be $6,250,050; Mr. Turner’s’ annual PSU maximum value at grant date fair value would be $2,671,614 and his APG maximum value at grant date fair value would be $2,812,555; Ms. Skeans’ annual PSU maximum value at grant date fair value would be $2,968,352 and her APG maximum value at grant date fair value would be $3,125,090; Mr. King’s’ annual PSU maximum value at grant date fair value would be $2,077,896 and his APG maximum value at grant date fair value would be $2,187,614; and Mr. Lowings’ annual PSU maximum value at grant date fair value would be $2,374,632 and his APG maximum value at grant date fair value would be $2,500,020.

(4) The amounts shown in this column represent the grant date fair values of the stock appreciation rights (SARs) awarded in 2021, 2020 and 2019, 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, 2021. See the Grants of Plan-Based Awards table for details.

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(5) Amounts in this column reflect the annual incentive awards earned for the 2021, 2020 and 2019 fiscal year performance periods, which were awarded by our Management Planning and Development Committee (“Committee”) in January 2022, January 2021 and January 2020, respectively, under the Yum Leaders’ Bonus Program, which is described further in our CD&A beginning at page 40 under the heading “Annual Performance-Based Cash Bonuses”.

(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 $105,811 and $65,429, respectively, during the 2021 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 $4,683,503 and $749,571 respectively, during the 2021 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 62 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 62 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 60 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.

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 2021.

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		225,498		—		18,692		—		3,132		247,322
Turner		25,313		—		5,247		88,800		5,367		124,727
Skeans		49,020		—		4,529		—		7,755		61,304
King		78,672		—		16,734		77,700		377		173,483
Lowings		48,825		—		—		19,427		5,519		73,771

(1) For Messrs. Gibbs and 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 ($225,498), Ms. Skeans ($49,020) and Mr. King ($78,672) and a charitable matching gift on behalf of Mr. Turner ($25,000) and an employee recognition gift ($313). Ms. Skeans’ and Mr. 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 expenses incurred on account of his relocation to his home country ($48,825).

(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. Turner, this column also includes a Company 401(k) matching contribution. For Mr. Lowings, this column represents the Company’s annual allocation to the superannuation retirement plan in Australia, his home country.

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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 2021 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 54.

			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 (#)	All Other Option/ SAR Awards; Number of Securities Underlying Options (#)(3)		Exercise or Base Price of Option/ SAR Awards ($/Sh)(4)		Grant  Date Fair  Value  ($)(5)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)	(j)		(k)		(l)
Gibbs		2/8/2021		0		1,980,000		5,940,000
		2/8/2021															235,073		103.36		5,000,003
		2/8/2021								—		48,375		96,750					103.36		5,936,580
		2/8/2021								—		48,375		60,469					103.36		5,000,040
Turner		2/8/2021		0		935,000		2,805,000
		2/8/2021															52,892		103.36		1,125,013
		2/8/2021										10,885		21,770					103.36		1,335,807
		2/8/2021										21,769		27,211					103.36		2,250,044
Skeans		2/8/2021		0		935,000		2,805,000
		2/8/2021															58,769		103.36		1,250,017
		2/8/2021								—		12,094		24,188					103.36		1,484,176
		2/8/2021								—		24,188		30,235					103.36		2,500,072
King		2/8/2021		0		1,017,500		3,052,500
		2/8/2021															41,138		103.36		875,005
		2/8/2021										8,466		16,932					103.36		1,038,948
		2/8/2021										16,932		21,165					103.36		1,750,092
Lowings		2/8/2021		0		867,479		2,602,437
		2/8/2021															47,015		103.36		1,000,009
		2/8/2021										9,675		19,350					103.36		1,187,316
		2/8/2021								—		19,350		24,188					103.36		2,000,016

(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 2021. The actual amount of annual incentive compensation awards earned are shown in column (g) of the Summary Compensation Table on page 54. The performance measurements, performance targets, and target bonus percentages are described in the CD&A beginning on page 34 under the discussion of annual incentive compensation.

(2) Reflects grants of PSU awards subject to performance-based vesting conditions in 2021. The annual PSU awards granted February 8, 2021 vest on December 31, 2023 and PSU award payouts are weighted 100% on the Company’s achievement of specified relative total shareholder return (“TSR”) rankings against the S&P 500 Consumer Discretionary Index during the performance period ending on December 31, 2023. With respect to the 100% 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. The terms of the annual PSU awards provide that in case of a change in control during the first 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. The Accelerating Profitable Growth PSU awards (described in detail on page 43) will pay out at the close of the vesting period (December 31, 2023) if specified net-new unit targets are met by year-end 2022.

56      YUM! BRANDS, INC. - 2022 Proxy Statement

   EXECUTIVE COMPENSATION

(3) Amounts in this column reflect the number of SARs granted to executives during the Company’s 2021 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 8, 2021. 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 or 65 with 5 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.

(4) The exercise price of the SARs granted in 2021 equals the closing price of YUM common stock on their grant date.

(5) 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 $21.27 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, 2021.

YUM! BRANDS, INC. - 2022 Proxy Statement     57

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, 2021.

				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)		(d)			(e)		(f)		(g)	(h)	(i)	(j)
Gibbs		2/8/2012	*		2,227		—		$	45.88		2/8/2022
		2/5/2014	*		40,718		—		$	50.22		2/5/2024
		2/5/2014	*		33,932		—		$	50.22		2/5/2024
		2/6/2015	*		61,968		—		$	52.64		2/6/2025
		2/5/2016	*		77,878		—		$	49.66		2/5/2026
		5/20/2016	*		31,838		—		$	56.67		5/20/2026
		2/10/2017	*		77,465		—		$	68.00		2/10/2027
		2/12/2018	*		62,881		20,961	(i)	$	78.07		2/12/2028
		2/11/2019	*		55,989		55,989	(ii)	$	93.26		2/11/2029
		2/10/2020	*		47,400		142,200	(iii)	$	102.87		2/10/2030
		2/8/2021	*		—		235,073	(iv)	$	103.36		2/8/2031
		2/5/2014	**