Pizza Hut 2013 Annual Report Download - page 81

YUM! BRANDS, INC.-2014Proxy Statement 59
Proxy Statement
DIRECTOR COMPENSATION
As described more fully below, this table summarizes compensation paid to each non-employee director during 2013.
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 — 170,000 35,412 — 205,412
Dorman, David — 170,000 35,412 10,000 215,412
Ferragamo, Massimo — 170,000 35,412 — 205,412
Graddick-Weir, Mirian — 170,000 35,412 — 205,412
Grissom, David — 170,000 35,412 — 205,412
Hill, Bonnie 85,000 85,000 35,412 9,000 214,412
Linen, Jonathan — 170,000 35,412 10,000 215,412
Nelson, Thomas — 190,000 35,412 20,000 245,412
Ryan, Thomas — 195,000 35,412 — 230,412
Walter, Robert — 185,000 35,412 10,000 230,412
(1) Amounts in column (c) represent the grant date fair value for annual stock retainer awards granted to directors in 2013.
(2) Amounts in column (d) represent the grant date fair value for annual SARs granted in fiscal 2013. These amounts do not reflect amounts paid to or realized by
the director for fiscal 2013. 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 2013 Annual Report in Notes to Consolidated Financial Statements at Note 15,
“Share-based and Deferred Compensation Plans.”
(3) At December 31, 2013, the aggregate number of options and SARs awards outstanding for each non-management director was:
Name Options SARs
Cavanagh, Michael — 4,135
Dorman, David — 26,033
Ferragamo, Massimo — 26,033
Graddick-Weir, Mirian — 6,274
Grissom, David — 4,354
Hill, Bonnie 7,812 26,033
Linen, Jonathan 10,476 26,033
Nelson, Thomas — 17,616
Ryan, Thomas 7,812 26,033
Walter, Robert — 19,600
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.
The Company uses a combination of cash and stock-
based incentive compensation to attract and retain qualified
candidates to serve on the Board. 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.
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 2013, 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 2013) receives
an additional $25,000 stock retainer annually, the Chair
of the Audit Committee (Mr. Nelson in 2013) receives an