Brett Biggs
About Brett Biggs
M. Brett Biggs is an independent director of YUM! Brands, Inc. since 2023, and a former Executive Vice President and Chief Financial Officer of Walmart with prior CFO roles across Walmart International, Walmart U.S., and Sam’s Club. He brings deep finance, strategic planning, global branding, franchising, and corporate leadership experience; he currently serves on Adobe’s and Procter & Gamble’s boards and is a Senior Advisor to Blackstone Inc. He is part of YUM’s Audit Committee; all directors except the CEO are deemed independent, and Biggs’ tenure on the YUM board is two years as of the 2025 proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walmart | Executive Vice President & Chief Financial Officer; CFO roles for Walmart International, Walmart U.S., and Sam’s Club; SVP International Strategy, M&A; SVP Corporate Finance; SVP Operations (Sam’s Club) | Not disclosed | Led global finance and strategy across multiple divisions; extensive M&A and finance responsibilities |
| Leggett & Platt; Phillips Petroleum; Price Waterhouse | M&A and corporate finance roles (pre-2000) | Not disclosed | Early career finance and transactions experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adobe, Inc. | Director | Not disclosed | Not disclosed in YUM proxy |
| The Procter & Gamble Company | Director | Not disclosed | Not disclosed in YUM proxy |
| Blackstone Inc. | Senior Advisor | Not disclosed | Advisory role (not a public board seat) |
Board Governance
- Committee assignments: Audit Committee member (Audit Chair: Paget L. Alves); Audit met 8 times in 2024; all Audit Committee members are independent under SEC/NYSE standards.
- Independence: Board determined all directors except CEO David Gibbs are independent; Biggs is independent.
- Attendance and engagement: Board met 5 times in 2024; all directors attended at least 75% of board and committee meetings held during their service; policy requires directors to attend the Annual Meeting (all attended in 2024).
- Leadership structure: Independent Non‑Executive Chair (Brian C. Cornell) with no separate Lead Director; executive sessions of independent directors at every regular board and committee meeting.
- Shareholder support: 2024 shareholder vote for Biggs’ election received 221,801,877 “For,” 834,992 “Against,” and 308,853 “Abstain.”
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $— | Directors may request up to half of stock retainer in cash; not used by Biggs in 2024 |
| Stock Awards (Annual Stock Retainer) | $280,000 | Grant date fair value; standard annual stock retainer for non‑employee directors |
| All Other Compensation | $1,257 | Personal use of corporate aircraft |
| Total | $281,257 | Sum of components above |
Program features:
- Annual stock grant retainer $280,000; directors may request up to half in cash; one‑time initial stock grant $25,000 upon joining; chair retainers: Audit $30,000, MP&D $20,000, Nominating & Governance $20,000; matching gifts program up to $10,000/year; deferrals allowed via Directors Deferred Compensation Plan (phantom stock units).
Year‑over‑year context:
- 2023 pro‑rated stock awards: $71,667 (partial year service after August 10, 2023).
Performance Compensation
| Performance‑Linked Element | Status | Metrics/Terms |
|---|---|---|
| Performance‑conditioned pay for non‑employee directors | None | YUM director pay is retainer‑based equity/cash without disclosed performance conditions; no option awards to Biggs in 2024 |
Other Directorships & Interlocks
| Company | Relationship to YUM | Potential Interlock/Transaction |
|---|---|---|
| Adobe, Inc. | External board | No YUM-related transactions disclosed |
| Procter & Gamble | External board | No YUM-related transactions disclosed |
| Blackstone Inc. | Senior Advisor role | No YUM-related transactions disclosed; related-person transactions over $100,000 would be reviewed by Nominating & Governance Committee; certain transactions pre‑approved within thresholds |
Note: The proxy highlights Target Corporation licensing/rebates as a non‑material relationship tied to the Non‑Executive Chair; no Biggs‑specific related-party items disclosed.
Expertise & Qualifications
- Operational and global management experience including CFO roles; deep finance and strategic planning; global branding, franchising, corporate leadership; public company board and committee experience.
- Audit Committee service at YUM enhances financial oversight and risk management engagement.
Equity Ownership
| Metric (as of Dec 31, 2024) | Biggs | Source |
|---|---|---|
| Beneficially owned common shares | 0 | |
| Options/SARs exercisable within 60 days | 0 | |
| Deferral plan stock units payable within 60 days | 0 | |
| Total Beneficial Ownership | 0 | |
| Additional underlying stock units (deferred/phantom) | 2,682 | |
| Shares outstanding (record date Mar 19, 2025) | 278,517,186 | |
| Ownership % of common shares outstanding | 0.000% | Calculated from 0 / 278,517,186; sources: |
Ownership alignment policies:
- Director stock ownership guideline: at least five times the annual Board retainer, accumulated within first five years of service; hedging and pledging of company stock prohibited.
Governance Assessment
- Strengths: Independent status; Audit Committee service; strong shareholder support in last election; board structure with independent chair and regular executive sessions; robust audit/risk oversight and committee independence.
- Alignment: Director compensation primarily in equity retainer promotes alignment; no performance conditions but equity exposure persists; deferral plan allows long‑term ownership via phantom stock.
- Ownership signal: Beneficial ownership currently de minimis; guideline expects 5x retainer within five years—ongoing accumulation is expected for new directors.
- Conflicts/related‑party exposure: No Biggs‑specific related‑party transactions disclosed; company policy requires review of transactions >$100,000 with related persons and prohibits hedging/pledging.
- Attendance/engagement: Board and committee attendance thresholds met (≥75% for all directors in 2024); Audit met 8 times, indicating substantive oversight cadence.
- Pay program sentiment: 2024 say‑on‑pay (executive) support was strong, suggesting broader investor confidence in compensation governance.
RED FLAGS to monitor
- Ownership guideline compliance over time given currently zero beneficial shares; track progress toward 5x retainer within five years of service.
- External commitments (two other public boards plus advisory role) could present time‑commitment risk if company activity increases—no attendance issues disclosed to date.