Pizza Hut 2012 Annual Report Download - page 76

YUM! BRANDS, INC.-2013Proxy Statement58
Proxy Statement
DIRECTOR COMPENSATION
As described more fully below, this table summarizes compensation paid to each non-employee director during 2012.
Name
Fees Earned or
Paid in Cash
($)
Stock
Awards
($)
(1)
Option/SAR
Awards
($)(2)(3)
All Other
Compensation
($)(4)
Total
($)
(a) (b) (c) (d) (e ) (f )
Cavanagh, Michael — 180 ,833 32,290 — 213 ,123
Dorman, David — 170,000 36,696 — 206,696
Ferragamo, Massimo — 170,000 36,696 — 206,696
Graddick-Weir, Mirian — 322,500 65,381 — 387,8 81
Grissom, David — 170,000 36,696 10,000 216,696
Hill, Bonnie 85,000 85,000 36,696 8,400 215,096
Holland, Robert(5) — — — 20,000 20,000
Langone, Kenneth(5) — — — 10,000 10,000
Linen, Jonathan — 170,000 36,696 10,000 216,696
Nelson, Thomas — 190,000 36,696 — 226,696
Ryan, Thomas — 195,000 36,696 — 231,696
Walter, Robert — 185,000 36,696 10,000 231,696
(1) Amounts in column (c) represent the grant date fair value for annual stock retainer awards granted to directors in 2012.
(2) Amounts in column (d) represent the grant date fair value for annual SARs granted in fiscal 2012. These amounts do not reflect amounts paid to or realized by the
director for fiscal 2012. For a discussion of the assumptions used to value the awards, see the discussion of stock awards and option awards contained in PartII,
Item8, “Financial Statements and Supplementary Data” of the 2012 Annual Report in Notes to Consolidated Financial Statements at Note15, “Share-based and
Deferred Compensation Plans.”
(3) At December31,2012, the aggregate number of options and SARs awards outstanding for each non-management director was:
Name Options SARs
Cavanagh, Michael — 1,981
Dorman, David 10,476 23,879
Ferragamo, Massimo — 23,879
Graddick-Weir, Mirian — 4,120
Grissom, David — 23,879
Hill, Bonnie 11,358 23,879
Linen, Jonathan 10,476 23,879
Nelson, Thomas — 15,462
Ryan, Thomas 11,358 23,879
Walter, Robert — 17,446
Mr.Novak’s and Mr.Su’s outstanding awards are set forth on page 48 .
(4) Represents amount of matching charitable contributions made on behalf of the director under the Company’s matching gift program and/or the amount charitable
contribution made in the director’s name.
(5) Mr.Holland and Mr.Langone retired from the Board effective as of the date of the Company’s 2012 annual meeting held on May17,2012.
The Company uses a combination of cash and stock-based
incentive compensation to attract and retain qualifi ed candidates
to serve on the Board. In setting director compensation, the
Company considers the signifi cant amount of time that directors
expend in fulfi lling their duties to the Company as well as the skill
level required by the Company of members of the Board.
Employee Directors. Employee directors do not receive additional
compensation for serving on the Board of Directors.
Non-Employee Directors Annual Compensation. Each director
who is not an employee of YUM receives an annual stock grant
retainer with a fair market value of $170,000 and an annual grant
of vested SARs with respect to $150,000 worth of YUM common
stock (“face value”) with an exercise price equal to the fair market
value of Company stock on the date of grant. 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. For 2012, Bonnie Hill
requested and received approval by the Committee Chair for a
cash payment equal to one-half of her stock retainer. 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. In recognition of their
added duties, the Lead Director of the Board (Mr.Ryan in 2012)
receives an additional $25,000 stock retainer annually, the Chair
of the Audit Committee (Mr.Nelson in 2012) receives an additional
$20,000 stock retainer annually and the Chair of the Management