Pizza Hut 2014 Annual Report Download - page 57

January
Evaluates CEO and other NEO performance and approves bonus and Performance Share Plan actions for the prior year
Approves annual and long-term performance goals and metrics and total compensation package of CEO and other NEOs for the current
year
Committee consults with independent members of Board regarding total compensation decisions for CEO and decisions are reviewed
and ratified by the independent members of Board
Committee consults with and relies on CEO for in-depth review of performance of the other NEOs as well as competitive market
information
Approves bonus and performance share plan metrics, targets, and leverage for the current year with recommendations from
management
Reviews tally sheets
March
Completes compensation risk assessment
Reviews ownership guidelines and adherence to ownership guidelines
Conducts independence analysis of compensation consultant retaining sole authority to continue or terminate its relationship with outside
advisors, including consultant
Reviews and approves inclusion of CD&A in proxy statement
July
Mid-Year update to full Board on CEO’s progress against goals
September
Reviews compensation trends
Reviews market analysis of Director compensation and makes recommendations to Board (bi-annually)
November
Reviews competitive analysis/benchmarking for CEO and all CEO direct reports
Reviews bonus and performance share plan metrics, targets, and leverage recommendations for the following year
Evaluates feedback from shareholders and proxy advisors.
Role of the Independent Consultant Meridian has no business or personal relationship with
any member of the Committee or management.
The Committee’s charter states the Committee may retain
outside compensation consultants, lawyers or other advisors. Meridian’s partners and employees who provide services
The Committee retains an independent consultant, Meridian to the Committee are prohibited from owning YUM stock
Compensation Partners, LLC (‘‘Meridian’’), to advise it on
per Meridian’s firm policy.
certain compensation matters. The Committee has instructed
Meridian that:
it is to act independently of management and at the Comparator Compensation Data
direction of the Committee; Our Committee uses an evaluation of how our NEO target
its ongoing engagement will be determined by the and actual compensation levels compare to those of similarly
Committee; situated executives at companies that comprise our
it is to inform the Committee of relevant trends and executive peer group (‘‘Executive Peer Group’’) as one of the
regulatory developments;
factors in setting executive compensation. The Executive
it is to provide compensation comparisons based on
Peer Group is made up of retail, hospitality, food, specialty
information that is derived from comparable businesses
of a similar size to the Company for the NEOs; and eatery, and nondurable consumer goods companies and
it is to assist the Committee in its determination of the quick service restaurants, as these represent the sectors with
annual compensation package for our CEO and other which the Company is most likely to compete for executive
NEOs. talent. Companies from these sectors must also be reflective
The Company considered the following factors, among of the overall market characteristics of our executive talent
others, in determining that Meridian meets the criteria to market, relative leadership position in their sector, size as
serve as the Committee’s independent compensation measured by revenues, complexity of their business, and in
consultant: some cases global reach.
Meridian did not provide any services to the Company
unrelated to executive compensation.
2015 Proxy Statement YUM! BRANDS, INC. 35
Committee Annual Compensation Process
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EXECUTIVE COMPENSATION
Proxy Statement