Tracy L. Skeans
About Tracy L. Skeans
Independent director of Brown-Forman (Class A) since 2018; age 52. Currently Chief Operating Officer and Chief People & Culture Officer at Yum! Brands, with prior senior roles at Pizza Hut globally and in the U.S. Core credentials include transformation leadership, global HR/people capability strategy, corporate communications oversight, and extensive accounting/treasury/financial expertise. Determined independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yum! Brands | Chief Operating Officer and Chief People & Culture Officer | 2021–present | Leads operations and global people strategy; business transformation leadership |
| Yum! Brands | Chief Transformation and People Officer | 2016–2021 | Led enterprise transformation and people capability strategies |
| Pizza Hut International | President | 2014–2015 | International leadership |
| Pizza Hut Global | Chief People Officer | 2013–2014 | Global HR leadership |
| Pizza Hut U.S. | Chief People Officer | 2011–2013 | U.S. HR leadership |
External Roles
| Organization | Position | Tenure | Notes |
|---|---|---|---|
| Yum! Brands, Inc. | COO and Chief People & Culture Officer | 2021–present | Operating executive role (not a board directorship) |
| Other public company boards | — | — | None disclosed in the proxy |
Board Governance
- Independence: Board determined Tracy L. Skeans is independent under NYSE standards.
- Committee assignments (as of Apr 30, 2025): Chair, Corporate Governance & Nominating; Member, Compensation.
- Committee activity: Corporate Governance & Nominating met 5 times; Compensation met 6 times in fiscal 2025.
- Attendance: All current directors attended 89% or more of aggregate Board and committee meetings in fiscal 2025 (implies ≥89% for each director).
- Lead Independent Director: Michael A. Todman (since 2023).
- Executive sessions: At least one executive session of independent directors in fiscal 2025.
- Director service policy: Full-time employed directors should serve on no more than two public company boards in addition to Brown-Forman; non-full-time may serve on up to three.
Fixed Compensation
| Pay Element (FY2025 structure) | Amount | Notes |
|---|---|---|
| Annual Board Retainer | $235,000 total ($80,000 cash; $155,000 equity DSU) | Cash in six installments; DSUs grant on Annual Meeting date |
| Committee Member Retainer – Compensation | $20,000 | Paid in six installments |
| Committee Member Retainer – Corp Gov & Nominating | $20,000 | Paid in six installments |
| Committee Chair Retainer (Corp Gov & Nominating) | $20,000 | Additional to member retainer |
| Meeting Fees | Board: $5,000 per mtg ($2,500 virtual) after >8 meetings; Committees: $2,500 per mtg ($1,250 virtual) after thresholds | Thresholds: >10 Audit; >6 Comp/CGN |
| Tracy L. Skeans – Fiscal 2025 Director Pay | Amount |
|---|---|
| Fees earned/paid in cash | $140,833 |
| DSU awards (grant-date fair value) | $155,000 (granted July 25, 2024; Class A closing price $45.99) |
| All other compensation | $1,407 |
| Total | $297,240 |
- DSU program: DSUs pay out in Class A or B shares six months after Board service ends; distribution can be lump sum or 10 annual installments; dividend equivalents credited as additional DSUs; unvested DSUs for the remainder of a Board Year are forfeited upon departure.
- Director stock ownership guideline: 5× annual Board retainer ($1,175,000 for 2025 Board Year); directors not yet at guideline must take at least 60% of equity retainer in DSUs until met.
Performance Compensation
Directors do not receive performance-based pay; equity is delivered as time-based DSUs (no performance metrics). DSU grant for FY2025 Board Year occurred July 25, 2024 (value basis above).
Key equity features (directors):
- Vesting: Over the Board Year; dividend equivalents credited as DSUs.
- Payout timing/form: Six months post-service; lump sum or 10 installments.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Skeans. |
No related-party transactions involving Skeans were disclosed at appointment (Item 404) or in later proxies’ “Other transactions: None” disclosure.
Expertise & Qualifications
- Business transformation leadership; global people capability strategies; HR and corporate communications oversight.
- Extensive accounting, treasury, and financial expertise.
Equity Ownership
| Category | Details |
|---|---|
| Beneficial ownership (as of Apr 30, 2025) | No Class A or Class B shares reported as beneficially owned by Skeans (DSUs not included in this SEC table). |
| DSUs outstanding (as of Apr 30, 2025) | 25,199 Class A DSUs. |
| Ownership guidelines | 5× annual Board retainer ($1,175,000 for 2025); DSUs count toward guideline; unexercised SSARs excluded. Compliance status not disclosed. |
| Hedging/pledging | Insider Trading Policy prohibits short sales, exchange-traded options/derivatives, and hedging/monetization transactions (e.g., prepaid forwards, swaps, collars). No pledging disclosed for Skeans. |
Governance Assessment
- Strengths: Independent director; chairs Corporate Governance & Nominating; member of Compensation Committee with heightened independence standards; strong attendance culture (≥89% across directors); at least one executive session of independents.
- Alignment: Meaningful at-risk equity via DSUs; robust director ownership guideline (5× retainer); dividends reinvested into DSUs; hedging prohibited.
- Oversight quality: CG&N remit includes succession planning (CEO/Chair), board composition, governance best practices, ESG oversight with Audit; Comp Committee uses independent consultant (WTW) and applies market benchmarking.
- Conflicts/Related-party risk: None disclosed for Skeans under Item 404; no other public board interlocks noted; company-wide related-party disclosure indicates “Other transactions: None” in recent proxies.
RED FLAGS: None identified specific to Skeans in the company’s disclosures (no related-party transactions, no hedging/pledging, independent status maintained).