Pizza Hut 2015 Annual Report Download - page 90

YUM! BRANDS, INC.-2016Proxy Statement76
Proxy Statement
DIRECTOR COMPENSATION
3) At December 31, 2015, the aggregate number of options and SARs awards outstanding for each non-management director was:
Name SARs
Cavanagh, Michael 6,252
Cornell, Brian 150
Dorman, Dave 28,150
Ferragamo, Massimo 28,150
Graddick-Weir, Mirian 8,391
Hill, Bonnie 28,150
Linen, Jonathan 28,150
Meister, Keith —
Nelson, Thomas 19,733
Ryan, Thomas 28,150
Stock, Elane 1,927
Walter, Robert 21,717
(4) Represents amount of matching charitable contributions made on behalf of the director under the Company’s matching gift program and/or the amount of
charitable contribution made in the director’s name.
Employee Directors. Employee directors do not receive additional compensation for serving on the Board of Directors.
Non-Employee Directors Annual Compensation prior to
2015. Prior to 2015, each director who was not an employee
of YUM received an annual stock grant retainer with a fair
market value of $170,000 and an annual grant of vested
SARs having an economic value of approximately $30,000
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. 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.
Committee Chairperson Retainer. In recognition of their
added duties, the Lead Director of the Board (Mr.Ryan in
2015) receives an additional $25,000 stock retainer annually,
the Chair of the Audit Committee (Mr.Nelson in 2015)
receives an additional $20,000 stock retainer annually and
the Chair of the Management Planning and Development
Committee (Mr.Walter in 2015) receives an additional
$15,000 stock retainer annually. These retainers were paid
in November 2014 for 2015.
Initial Stock Grant upon Joining Board. Non-employee
directors also receive a one-time stock grant with a fair
market value of $25,000 on the date of grant upon joining
the Board, distribution of which is deferred until termination
from the Board.
Stock Ownership Requirements. Similar to executive officers,
directors are subject to share ownership requirements. The
directors’ requirements provide that directors will not sell
any of the Company’s common stock received as
compensation for service on the Board until the director
has ceased being a member of the Board for one year
(sales are permitted to the extent necessary to pay income
taxes attributable to any stock retainer payment or exercise
of a stock option or SAR).
Matching Gifts. To further YUM’s support for charities, non-
employee directors are able to participate in the YUM!
Brands,Inc. Matching Gifts Program on the same terms
as YUM’s employees. Under this program, the YUM! Brands
Foundation will match up to $10,000 a year in contributions
by the director to a charitable institution approved by the
YUM! Brands Foundation. At its discretion, the Foundation
may match director contributions exceeding $10,000. In
2015, the Foundation implemented a matching gift incentive
program in which it agreed to match without limit charitable
contributions to the World Food Programme by any Yum
employee or non-employee director. The Foundation matched
Mr. Cavanagh’s and Mr. Meister’s contributions in excess
of $10,000 to the World Food Programme under this program
in 2015.
Insurance. We also pay the premiums on directors’ and
officers’ liability and business travel accident insurance
policies. The annual cost of this coverage was approximately
$2million. This is not included in the tables above as it is
not considered compensation to the directors.