Pizza Hut 2014 Annual Report Download - page 84

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compensation or the retainers paid to the Chairpersons or Initial Stock Grant upon Joining Board. Non-employee
Lead Director during 2014 and determined that it will review directors also receive a one-time stock grant with a fair
them again in 2015. market value of $25,000 on the date of grant upon joining
the Board, distribution of which is deferred until termination
Employee Directors. Employee directors do not receive from the Board.
additional compensation for serving on the Board of
Directors. Stock Ownership Requirements. Similar to executive
officers, directors are subject to share ownership
Non-Employee Directors Annual Compensation. Each requirements. The directors’ requirements provide that
director who is not an employee of YUM receives an annual directors will not sell any of the Company’s common stock
stock grant retainer with a fair market value of $170,000 and received as compensation for service on the Board until the
an annual grant of vested SARs with respect to $150,000 director has ceased being a member of the Board for one
worth of YUM common stock (‘‘face value’’) with an exercise year (sales are permitted to cover income taxes attributable
price equal to the fair market value of Company stock on the to any stock retainer payment or exercise of a stock option
date of grant. Directors may request to receive up to or SAR).
one-half of their stock retainer in cash. The request must be
submitted to the Chair of the Management Planning and Matching Gifts. To further YUM’s support for charities,
Development Committee. For 2014, Bonnie Hill requested non-employee directors are able to participate in the YUM!
and received approval by the Committee Chair for a cash Brands, Inc. Matching Gifts Program on the same terms as
payment equal to one-half of her stock retainer. Directors YUM’s employees. Under this program, the YUM! Brands
may also defer payment of their retainers pursuant to the Foundation will match up to $10,000 a year in contributions
Directors Deferred Compensation Plan. Deferrals are by the director to a charitable institution approved by the
invested in phantom Company stock and paid out in shares YUM! Brands Foundation. At its discretion, the Foundation
of Company stock. Deferrals may not be made for less than may match director contributions exceeding $10,000.
two years. In recognition of their added duties, the Lead Insurance. We also pay the premiums on directors’ and
Director of the Board (Mr. Ryan in 2014) receives an officers’ liability and business travel accident insurance
additional $25,000 stock retainer annually, the Chair of the policies. The annual cost of this coverage was
Audit Committee (Mr. Nelson in 2014) receives an approximately $2 million. This is not included in the tables
additional $20,000 stock retainer annually and the Chair of above as it is not considered compensation to the directors.
the Management Planning and Development Committee
(Mr. Walter in 2014) receives an additional $15,000 stock
retainer annually.
62 YUM! BRANDS, INC. 2015 Proxy Statement
DIRECTOR COMPENSATION
Proxy Statement