Brian Cornell
Non-Executive Chair of the Board at YUM
Board
About Brian C. Cornell
Brian C. Cornell has served on YUM’s Board since 2015 and as Non-Executive Chairperson since November 2018; he is also Chairperson and Chief Executive Officer of Target Corporation (since August 2014), and previously CEO of PepsiCo Americas Foods (March 2012–July 2014) and CEO/President of Sam’s Club and EVP of Walmart (April 2009–January 2012) . He sits on YUM’s Management Planning & Development and Nominating & Governance committees . Education and age are not disclosed in YUM’s proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Target Corporation | Chairperson & CEO | Aug 2014–Present | Strategic planning, retail operations, branding leadership |
| PepsiCo Americas Foods | Chief Executive Officer | Mar 2012–Jul 2014 | Operating leadership in consumer foods |
| Sam’s Club (Walmart) | CEO & President; EVP Walmart | Apr 2009–Jan 2012 | Retail leadership; corporate management experience |
| YUM! Brands | Non-Executive Chairperson; Director | Chair since Nov 2018; Director since 2015 | Board leadership, agenda-setting, governance oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Target Corporation | Director | Since 2014 | Current public company directorship |
| Home Depot | Director (prior) | Not disclosed | Prior public company board |
| OfficeMax | Director (prior) | Not disclosed | Prior public company board |
| Polaris Industries Inc. | Director (prior) | Not disclosed | Prior public company board |
| Centerplate, Inc. | Director (prior) | Not disclosed | Prior company board |
| Kirin-Tropicana, Inc. | Director (prior) | Not disclosed | Prior company board |
Board Governance
- Independent status: The Board affirmed Cornell’s independence under NYSE rules after reviewing relationships and transactions; despite a Target-YUM licensing/rebate relationship, the Board determined it was not material to Cornell or Target (<2% of Target revenues) .
- Leadership: As independent Non-Executive Chairperson, Cornell performs lead director duties (presides executive sessions, approves agendas/schedules, liaises with independent directors, available to major shareholders) .
- Committee memberships (FY2024): Cornell serves on Management Planning & Development (5 meetings) and Nominating & Governance (4 meetings); all members of both committees are independent .
- Board activity/attendance: The Board met 5 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Non-management directors meet in executive session at each regular Board meeting; sessions presided over by the Non-Executive Chair (Cornell) .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Fees earned (cash) | $0 | Non-employee director compensation is equity-retainer based; directors may elect up to half in cash, but Cornell’s 2024 table shows no cash . |
| Annual stock retainer | $280,000 | Standard non-employee director stock grant retainer in 2024 . |
| Non-Executive Chair stock retainer | $170,000 | Additional stock retainer for Chairperson role . |
| Total Director Compensation (2024) | $450,000 | Grant-date fair value of equity retainers (annual + Chair) . |
| Initial one-time stock grant (upon joining Board) | $25,000 (deferred until termination) | Applies to all non-employee directors (timing at appointment) . |
| Matching gifts program | Up to $10,000 per year | YUM Foundation matches director charitable contributions . |
Performance Compensation
| Performance Condition | Status | Notes |
|---|---|---|
| Performance metrics tied to director compensation | Not disclosed (director pay structured as fixed-value stock retainer) | Director compensation described as annual stock grant retainer; no performance conditions are indicated . |
| Equity instruments outstanding (Cornell) | SARs outstanding: 6,491 | SARs shown as outstanding at 12/31/2024; grant/vesting details not disclosed for directors . |
| Equity instruments exercisable (within 60 days) | SARs exercisable: 2,032 | Exercisable within 60 days as part of beneficial ownership . |
Other Directorships & Interlocks
| Counterparty | Relationship | 2024 Value | Board Assessment |
|---|---|---|---|
| Target Corporation | Licensing fees received by YUM | $6.4 million | Determined not material to Cornell/Target (<2% of Target revenues); independence affirmed . |
| Target Corporation | Rebates paid by YUM divisions | $1.4 million | Determined not material to Cornell/Target; relationship pre-dates Cornell’s YUM board/Target employment . |
Expertise & Qualifications
- Operating and management experience, including as Chairperson/CEO of a major retailer .
- Expertise in strategic planning, retail business, branding, and corporate leadership .
- Public company directorship and committee experience .
Equity Ownership
| Holder | Shares Owned | Options/SARs Exercisable within 60 Days | Deferral Plan Stock Units | Total Beneficial Ownership | Additional Underlying Stock Units | Total (including additional) |
|---|---|---|---|---|---|---|
| Brian C. Cornell | 452 | 2,032 | — | 2,484 | 34,412 | 36,896 |
- Ownership concentration: None of the listed directors/executives, including Cornell, holds ≥1% of YUM’s outstanding shares .
- Hedging/pledging: Prohibited for all directors and employees under the Code of Conduct .
- Director deferrals: Directors may defer retainers into phantom company stock, paid out in shares; deferrals minimum of two years .
Governance Assessment
- Strengths: Independent Non-Executive Chair with defined lead director authorities and frequent executive sessions; independent compensation/governance committees; Board-wide attendance thresholds met; robust clawback policy (amended in Nov 2023) and prohibition on hedging/pledging support alignment .
- Alignment signals: Cornell’s 2024 director compensation delivered entirely in equity ($450,000 grant-date value), with no cash fees, and director compensation benchmarked slightly below market medians (Chair retainer $15,000 below median), indicating pay restraint .
- Potential conflicts: Ongoing Target–YUM commercial ties (license fees/rebates) are monitored in independence reviews and deemed immaterial (<2% of Target revenues); relationship pre-dates Cornell’s roles, reducing related-party concerns, but should be tracked for scale changes (RED FLAG if proportions shift materially) .
- Engagement: Cornell’s committee membership (Management Planning & Development; Nominating & Governance) and Board leadership role imply high governance engagement; the Board met 5 times in 2024 and all directors met attendance thresholds .