Jennifer N. Green
About Jennifer N. Green
Independent director since 2022 (age 40), Chair of the Board Risk Committee and member of the Nominating Committee. Chief Legal Officer, Yum! Digital & Technology at Yum! Brands; Columbia Law School (JD) and Harvard University (BA). Recognized for legal, technology and governance expertise with multiple 2024 honors. The Board has determined she is independent under NASDAQ Rule 5605(a)(2) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yum! Brands | Chief Legal Officer, Yum! Digital & Technology | Current | Leads global legal for internally-owned digital and tech products; strategic risk oversight |
| Yum! Brands | Vice President, Global M&A | 2020–2023 | Transaction execution, integration risk |
| Yum! Brands | Director of Transformation & Chief of Staff | 2020–2021 | Operating model change, program governance |
| Yum! Brands | Director, Corporate Counsel | 2016–2020 | Capital markets, M&A, derivatives |
| Credit Suisse | VP & Counsel, Corporate Secretary (Americas) | 2014–2016 | Corporate governance, disclosure |
| Davis Polk & Wardwell LLP | Attorney | 2012–2014 | Capital markets, M&A, structured products |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| City of Louisville | Civilian Review & Accountability Board (inaugural Chair) | Current | Oversight of police accountability |
| Greater Louisville Inc. | Business Council to End Racism | Current | DEI-focused business council |
| Stage One Family Theatre | Board Member | Former | Community engagement |
| Maryhurst | Board Member | Former | Non-profit governance |
| Professional affiliations | NY Bar, KY Bar, National Bar Association (Charles W. Anderson Jr. Chapter), Brandeis Inn of Court | Current | Legal credentials |
Board Governance
- Committee assignments: Chair, Risk Committee; Member, Nominating Committee .
- Risk Committee meetings: 6 in 2024; charter mandates oversight of ERM, compliance, IT/cyber, insurance, and material cybersecurity incident disclosures .
- Nominating Committee meetings: 1 in 2024; identifies director candidates, independence determinations, committee composition .
- Board meetings: 6 in 2024; each incumbent director except A. Scott Trager attended at least 75% of meetings (indicates Green met ≥75%) .
- Independence: Determined independent; controlled company but did not use independence exemption for 2025 director election .
- Lead Independent Director: Mark A. Vogt; independent directors meet privately at least twice per year .
Fixed Compensation
| Component | Amount (2024) | Detail |
|---|---|---|
| Cash fees | $44,000 | Board meeting fees ($4,000 in-person; $2,000 virtual beyond 4); committee meeting fees ($1,000); chair retainer ($10,000) applies to committee chairs |
| Stock award | $24,950 (460 vested Class A shares) | Grant date May 15, 2024 using closing price; whole-share issuance |
| Total | $68,950 | 2024 Director Compensation Table |
| Deferral election | Paid $22,000 cash; balance deferred into Non-Employee Director & Key Employee Deferred Compensation Plan | Stock-equivalent deferrals accrue dividend equivalents |
Performance Compensation
| Metric/Instrument | Structure | 2024 Application |
|---|---|---|
| Performance-linked pay for directors | Not disclosed/none | Director compensation comprised of cash retainers/meeting fees and annual stock grants; no PSU/option awards tied to performance metrics for directors disclosed |
Other Directorships & Interlocks
| Company | Role | Committee roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company boards disclosed for Green |
Expertise & Qualifications
- Education: Columbia Law School (JD; Harlan Fiske Stone Scholar; Articles Editor, Columbia Law Review); Harvard University (BA in Government; French Language Citation) .
- Technical/industry: Digital and technology product legal oversight; capital markets/M&A; cybersecurity governance (Risk Committee scope) .
- Honors: 2024 Presentation Academy Tower Award; 2024 Central High School Law & Government Hall of Fame; 2024 Savoy Most Influential Lawyers; 2024 Louisville Business First Forty Under 40; prior leadership development programs .
Equity Ownership
| Holding Type | Shares | Vesting/Status | % of Outstanding |
|---|---|---|---|
| Beneficial ownership (Class A) | 622 | Held directly | <1% (asterisked as less than 1%) |
| Deferred stock units (plan) | 1,500 | Not issuable within 60 days of 2/14/2025; vests per plan schedule | — |
| Pledging/hedging | Prohibited for Directors under insider trading policy | Anti-hedging rule applies | — |
Governance Assessment
- Strengths: Independent legal executive with digital/technology risk expertise; chairs the Risk Committee overseeing ERM and cybersecurity; meets ≥75% attendance; participates in community accountability bodies; uses stock-deferral, signaling alignment .
- Alignment signals: Annual stock grant of 460 shares and deferral election; ownership is modest (622 shares + 1,500 unvested equivalents), typical for bank directors but below levels that create strong “skin in the game” on a standalone basis .
- Controlled-company context: Trager family holds ~73% of combined voting power; Board chose not to use independence exemption; however, numerous related-party leasing arrangements with Trager-affiliated entities persist historically, elevating conflict-of-interest oversight demands on independent directors and the Audit/Risk Committees (e.g., $4.91M rent in 2022; 225,009 sq ft; terms reviewed by Audit Committee) .
- RED FLAGS to monitor: Ongoing related-party transactions (affiliate leases), controlled voting power, and prior internal control material weaknesses (RPG product implementation) that require robust Risk Committee oversight; no director-specific related-party exposure for Green disclosed .
Note: A search of Form 4 insider filings found no transactions for “Jennifer N. Green” at RBCAA between 2022-01-01 and 2025-11-20 using the insider-trades skill (indicates no recent insider trading activity; enhances independence optics).