Christopher Connor
Director at YUM
Board
About Christopher M. Connor
Christopher M. Connor is an independent director of YUM! Brands, Inc., serving on the Board since 2017 and currently chairs the Management Planning and Development (Compensation) Committee; he is the former Chairman and CEO of The Sherwin-Williams Company (CEO 1999–2015; Chairman 2000–2016) and is a current director of International Paper Company . The Board determined he is independent under NYSE rules, and all directors met at least the 75% attendance threshold in 2024; the Board met 5 times, with executive sessions at every regular Board and committee meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Sherwin-Williams Company | Chief Executive Officer | 1999–2015 | Led Fortune 500 operations; expertise in marketing, HR, talent development, compensation, planning, and operational/financial processes . |
| The Sherwin-Williams Company | Chairman | 2000–2016 | Long-tenured governance leadership at a global manufacturer . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Paper Company | Director | Current | Public company board experience; committee assignments not disclosed in YUM proxy . |
| Eaton Corporation plc | Director | Prior | Prior public board service (dates not specified) . |
Board Governance
- Committee assignments: Chair, Management Planning and Development Committee; this independent committee oversees executive compensation plans and risks, CEO and senior executive performance, approves NEO pay, and reviews succession planning; it met 5 times in fiscal 2024 .
- Independence and leadership: Board has an independent Non‑Executive Chair (Brian C. Cornell) and no Lead Director given the Chair’s independence; independent executive sessions occur at each regular Board and committee meeting .
- Independence status: The Board affirmatively determined Connor and all directors other than the CEO are independent under NYSE rules .
- Attendance and engagement: Board met 5 times in 2024; all directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Compensation oversight practices: Governance highlights include an independent compensation consultant, strong stock ownership guidelines, clawback policy, double‑trigger change‑in‑control vesting, and no excise tax gross‑ups .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director stock retainer | $280,000 | Standard for non‑employee directors; up to one‑half may be requested in cash; deferrals in phantom stock permitted . |
| Committee chair retainer (MPD Chair) | $20,000 | Paid in stock; paid in February 2024 . |
| Total 2024 stock awards to Connor | $300,000 | Reported grant‑date fair value; no cash fees reported . |
| Chair of the Board additional retainer (context) | $170,000 | For Non‑Executive Chair (not applicable to Connor) . |
| One‑time initial stock grant at Board entry | $25,000 | Deferred until termination from Board (for all new non‑employee directors) . |
| Matching gifts program | Up to $10,000 matched per year | Through YUM! Brands Foundation (director eligible) . |
Performance Compensation
- Director pay at YUM is not tied to performance metrics; equity awards for directors are annual retainers rather than PSU/metric-driven grants .
- Plan safeguards: No repricing of options/SARs without shareholder approval; no dividends on unearned Full Value Awards; robust clawback and misconduct forfeiture provisions; double‑trigger treatment on change‑in‑control for replacement awards .
Other Directorships & Interlocks
| Company | Relationship to YUM | Noted Transactions/Interlocks |
|---|---|---|
| International Paper Company (Connor – director) | Potential supplier industry (packaging), but YUM proxy discloses no related person transactions involving Connor | Board reviewed related person transactions; only Target (Chair’s employer) had immaterial licensing/rebate flows; no Connor-related transactions disclosed . |
| Eaton Corporation plc (prior) | None disclosed | No YUM related person transactions disclosed . |
Expertise & Qualifications
- Fortune 500 CEO/Chair background with extensive operating, marketing, HR, talent development, executive compensation, planning, and operational/financial process expertise; public company board/committee experience .
- Aligns with YUM’s “Recipe for Good Growth” skills emphasis across talent development, operations, brand/marketing, global experience, finance, and technology/digital oversight at the collective Board level .
Equity Ownership
| Metric | Value | Citation |
|---|---|---|
| Shares owned outright | 0 | |
| Options/SARs exercisable within 60 days | 0 | |
| Deferral plan stock units payable within 60 days | 0 | |
| Total beneficial ownership (SEC definition) | 0 | |
| Additional underlying stock units (deferred) | 20,094 units | |
| Reference stock price (12/31/2024) | $134.16 per share | |
| Estimated value of additional underlying units | ~$2.70 million (20,094 × $134.16) | Inputs: |
| Director stock ownership guideline | ≥5× annual Board retainer ($280,000), to be accumulated within 5 years and held through Board service |
- Pledging/hedging: Governance highlights prohibit hedging or pledging of company stock, supporting alignment with shareholder interests .
- Note: The proxy does not explicitly state whether deferred stock units count toward guidelines; if counted, Connor’s disclosed 20,094 units (~$2.70M) would exceed the ~$1.40M guideline requirement, indicating strong ownership alignment .
Governance Assessment
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Positives for investor confidence:
- Independent director, chairs the Compensation Committee overseeing CEO/NEO pay design, risks, and succession; committee fully independent and met 5 times in 2024 .
- Strong governance framework: independent Chair, executive sessions, clawback policy, double‑trigger vesting, no excise tax gross‑ups, and independent compensation consultant .
- Ownership alignment supported by guidelines and sizable deferred stock units; no Section 16(a) delinquency reported across directors/officers in 2024 .
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Watch items / potential conflicts:
- External role at International Paper (packaging industry) could be a theoretical supply-chain interlock; YUM disclosed no related person transactions involving Connor—continue monitoring future proxies and 8‑Ks for any related‑party exposure .
- Director compensation benchmarking noted small deviations from market medians but Board opted not to adjust retainers in 2024; continue monitoring pay mix and independence of advisors (Meridian engaged) .
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Engagement and attendance: Board and committee cadence (5 Board meetings; MPD 5) and the ≥75% attendance threshold support board effectiveness; all directors attended the 2024 Annual Meeting .
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Additional context:
- Shareholder proposals in 2025 (antimicrobial use, faith-based ERGs, workplace safety) were recommended “AGAINST” by the Board, reflecting policy preferences and risk oversight posture; as MPD Chair, Connor’s remit centers on compensation/succession rather than policy proposals, but overall governance materials show rigorous board-level risk oversight across committees .