David Gibbs
Director at YUM
Board
About David W. Gibbs
David W. Gibbs is YUM! Brands’ Chief Executive Officer and a management (non‑independent) director who has served on the Board since 2019. He became CEO in January 2020 after prior roles as President, COO and CFO, and earlier as CEO of the Pizza Hut Division. Formal education and age are not disclosed in the 2025 proxy. He is not independent under NYSE rules due to his employment by the Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| YUM! Brands | Chief Executive Officer | Jan 2020–present | Leads strategy, operations, talent and culture; digital suite “Byte by Yum!” launch; 2024 core operating profit growth amid challenging environment . |
| YUM! Brands | President & COO (also CFO in 2019) | Jan–Dec 2019 | Oversaw global operations and finance in transition to CEO . |
| YUM! Brands | President & CFO | May 2016–Dec 2018 | Finance leadership during portfolio evolution . |
| Pizza Hut Division (YUM) | Chief Executive Officer | Jan 2015–Apr 2016 | Division leadership . |
| Pizza Hut Division (YUM) | President | Jan–Dec 2014 | Division leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Under Armour, Inc. | Director | Sep 2021–present | Not specified in YUM proxy . |
| Sally Beauty Holdings | Director (former) | Mar 2016–Jan 2020 | Former external directorship . |
Board Governance
- Independence and board role: Not independent; employee director; no Board committees listed for Mr. Gibbs .
- Board leadership and oversight: Board chaired by independent Non‑Executive Chair (Brian C. Cornell); executive sessions at every regular board and committee meeting .
- Attendance: Board met 5 times in 2024; each director attended at least 75% of Board/committee meetings held during their service period .
- Committee structure: Audit (8 meetings in 2024), Management Planning & Development (5), Nominating & Governance (4). Mr. Gibbs is not a member of these committees .
Fixed Compensation
| Component (CEO, 2024) | Amount/Terms | Source |
|---|---|---|
| Base Salary | $1,300,000 | |
| Perquisites (notable) | Personal aircraft use incremental cost $161,684; CEO and spouse required to use company aircraft per Board‑approved security program; reimburse amounts above $200,000; no tax gross‑up | |
| Retirement (pension present value at 12/31/24) | Qualified plan: $1,999,576; Pension Equalization Plan (PEP): $31,829,264 | |
| Director fees (as employee‑director) | Employee directors do not receive additional Board compensation |
Notes on policies:
- No excise tax gross‑ups on change‑in‑control; “best net after‑tax” policy; double‑trigger vesting for equity upon change‑in‑control .
- Hedging and pledging of company stock prohibited .
- Clawback policy updated Nov 16, 2023 to comply with Dodd‑Frank and allow recovery in cases of restatements, misconduct causing financial/reputational harm, policy violations, or inaccurate metrics .
Performance Compensation
2024 Annual Bonus (YUM Leaders’ Bonus Program)
| Item | Detail | Source |
|---|---|---|
| Target bonus | 200% of base salary ($2,600,000) | |
| Team factor (YUM) | 62% | |
| Individual performance factor (Gibbs) | 110% | |
| Actual bonus paid | $1,773,200 |
Formula aligns with product of team and individual factors; $2.6M × 0.62 × 1.10 ≈ $1.77M, consistent with disclosed bonus .
Team performance metrics and ranges for 2024 (company level components included in CEO factor):
| Measure | Min | Target | Max | Actual | Weight → Contribution | Source |
|---|---|---|---|---|---|---|
| Core Operating Profit Growth ($) | $2,457MM | $2,552MM | $2,681MM | $2,536MM | 50% → 46% earned overall (YUM Team Factor 62) | |
| System Same‑Store Sales Growth | 0.25% | 3.0% | 6.75% | (1.1)% | 25% → 0% | |
| System Net‑New Units | 2,550 | 3,300 | 3,675 | 2,757 | 25% → 16% |
Say‑on‑Pay support (context for pay‑for‑performance):
- 2024 advisory vote approval: ~92% of votes cast in favor .
Long‑Term Incentives (granted 2024)
Standard mix: 50% PSUs, 25% RSUs, 25% SARs; RSUs/SARs vest ratably over 4 years; SARs 10‑year term; PSUs 3‑year performance cycle (2024–2026) .
2024 CEO grants:
| Grant Type | Grant Date | Quantity | Exercise/Grant Price | Grant Date Fair Value | Vesting/Performance | Source |
|---|---|---|---|---|---|---|
| SARs | 2/9/2024 | 105,933 | $130.27 | $3,000,023 | 25%/yr over 4 years; 10‑yr term | |
| RSUs | 2/9/2024 | 23,030 | — | $3,000,118 | 25%/yr over 4 years | |
| PSUs (target) | 3/20/2024 | 43,953 | — | $6,492,026 | 3‑yr (2024–2026) performance; see metrics below |
PSU performance framework (2024–2026):
| Metric | Threshold → Payout | Target → Payout | Max → Payout | TSR Modifier | Source |
|---|---|---|---|---|---|
| System Sales CAGR (50%) | 4% → 35% | 7% → 100% | 10% → 200% | S&P 500 Consumer Discretionary relative TSR: >79th +25%; 60–79th +12.5%; 40–59th 0%; 20–39th −12.5%; <20th −25% (cap 200% total) | |
| Core Operating Profit CAGR (50%) | 4.25% → 0% | 8.25% → 100% | 12.75% → 200% | Same as above |
Change‑in‑control (double trigger) outcomes:
- Severance: 2× salary + bonus; plus pro‑rated annual incentive, equity acceleration per plan; outplacement up to one year; no excise tax gross‑ups (best‑net) .
- Illustrative CEO payout if CIC and involuntary termination as of 12/31/2024: $30,720,727 total, including severance, target annual incentive, accelerated SARs/RSUs/PSUs, outplacement .
Other Directorships & Interlocks
| Company | Role | Overlap/Transaction with YUM | Potential Conflict Assessment |
|---|---|---|---|
| Under Armour, Inc. | Director | No YUM‑disclosed transactions | No related‑party transaction disclosed for Mr. Gibbs; primary related‑party transaction noted in proxy involves Target Corporation (Mr. Cornell), deemed immaterial under YUM policy thresholds . |
| Sally Beauty Holdings (former) | Director | Prior role ended Jan 2020 | Not applicable (historical) . |
Related‑party transactions oversight: N&G Committee reviews items >$100k; certain transactions pre‑approved within de minimis thresholds .
Expertise & Qualifications
- Deep operating, finance, strategy, global branding and franchising expertise developed across CFO/COO/CEO roles at YUM and division CEO experience at Pizza Hut .
- Track record leading digital transformation and scale initiatives (e.g., Byte by Yum! launch; >50% digital mix of system sales in 2024) .
Equity Ownership
| Ownership Detail (as of 12/31/2024) | Amount | Source |
|---|---|---|
| Shares beneficially owned (outright) | 212,023 | |
| Options/SARs exercisable within 60 days | 281,252 | |
| Total beneficial ownership (SEC definition) | 493,275 | |
| Additional underlying stock units | 18,073 | |
| Percent of class | <1% | |
| Unvested RSUs (count; MV at $134.16) | 51,711; $6,937,548 | |
| Unvested PSUs at max (count; payout value) | 90,106; $12,088,621 | |
| CEO stock ownership guideline | 7× base salary | |
| Compliance status | 494,909 counted shares; $66,396,991 value (51.1× salary) |
Ownership alignment policies:
- Executive stock ownership with 50% holding requirement until guidelines met; hedging and pledging prohibited .
Governance Assessment
Key positives:
- Strong ownership alignment: CEO far exceeds 7× salary guideline; robust anti‑hedging/pledging and updated clawback policy .
- Pay‑for‑performance linkage: Annual bonus tied to core profit, SSS, net‑new units with leverage; PSUs tied to multi‑year growth with relative TSR modifier; 2024 bonus outcome below target given a 62% team factor .
- Shareholder support: 92% Say‑on‑Pay approval in 2024; independent compensation consultant; CEO target pay set between 50th–75th percentile of peers .
- CIC safeguards: Double‑trigger equity vesting; no excise tax gross‑up .
Watch‑items / potential red flags:
- CEO pay ratio (2024): 1440:1, which may draw scrutiny on optics, albeit common in QSR with large hourly workforces .
- Perquisites: Personal aircraft use required by security policy; while costs are limited and without tax gross‑ups, ongoing monitoring of perq magnitude is prudent ($161,684 in 2024) .
- Related‑party transactions: None disclosed for Mr. Gibbs; continue monitoring interlocks and any emergent transactions; the only highlighted related‑party item in 2024 involved Target (Board Chair’s employer) and was assessed immaterial under policy .
Overall, Mr. Gibbs functions as an insider director (not independent) with no committee assignments, significant equity alignment, and a compensation program tightly linked to operational and multi‑year growth outcomes. The structure (clawback, anti‑hedging/pledging, double‑trigger CIC, peer‑aligned targets) supports investor confidence, while the high reported CEO pay ratio and perquisites warrant standard ongoing engagement and oversight .