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YUM! BRANDS, INC.-2016Proxy Statement54
Proxy Statement
EXECUTIVE COMPENSATION
Jing-Shyh S. Su
Former Chairman and Chief Executive Ofcer – Yum
Restaurants China
2015 Performance Summary
Mr.Su was Chairman and Chief Executive Officer of the
China Division prior to his retirement on August 18, 2015.
Following his retirement, Mr.Su served as Executive Advisor
to the Chief Executive Officer of Yum! Restaurants China
until February 15, 2016.
The Committee determined his overall individual performance
for 2015 was below target and approved a 65 individual
performance factor. This was based upon the China Division
not achieving operating profit or system sales growth targets.
Mr.Su’s individual performance factor, combined with a team
factor of 57, resulted in him receiving 37% of his target bonus.
2015 Committee Decisions
• Base salary remained unchanged.
• Annual cash bonus target remained unchanged.
•
Target grant value of equity award remained unchanged.
Mr.Su retired as Chairman and CEO of the China Division on
August 19, 2015. As part of Mr.Su’s agreement with the
Company, the Company entered into a retirement agreement
with Mr. Su and agreed to make tax equalization payments
to Mr.Su (as if he were a resident of Hong Kong) for China
income tax which exceeds the marginal Hong Kong tax rate
incurred by him with respect to his stock option and SAR
exercises and deferral plan payouts up to a maximum benefit
of $5 million. During 2015 and after his retirement, Mr.Su had
received $3.2 million of this tax equalization benefit under this
agreement (in addition to approximately $1.9 million in tax
equalization benefits received prior to his retirement
during2015).
The table below summarizes how the annual performance-
based incentive award was calculated based on the formula
described above at page 46 for Mr.Su
2015 BONUS AWARD
Base Salary $1,100,000
X
Target Bonus % 115%
X
Team Performance Factor 57%
X
Individual Performance Factor 65%
=
2015 Bonus Award $468,683
The graphic below illustrates Mr.Su’s 2015 direct
compensation:
2015 TOTAL DIRECT COMPENSATION
Base Salary
$1,100,000
Performance
Shares
$459,031
Stock Options
$1,834,009
Annual
Incentive Award
$468,683
Variable
Compensation
Fixed
Compensation
Total
Long-Term
Equity
Compensation
Total Annual Cash
Compensation