Justin Skala

About Justin Skala

Independent director since 2016; currently CEO of ZO Skin Health (appointed March 2024). Previously Executive Chairman of Standard Building Solutions; former CEO of BMI Group; spent 37 years at Colgate-Palmolive with roles including EVP, Chief Growth & Strategy Officer and COO (2016–2019), President Colgate North America (2013–2016), President Colgate Latin America (2010–2013), and President Colgate Asia (2007–2010). Serves on YUM’s Nominating & Governance Committee; Board determined he is independent under NYSE rules .

Past Roles

Organization	Role	Tenure	Committees/Impact
ZO Skin Health	Chief Executive Officer	Appointed March 2024	Leads brand and operations strategy
Standard Building Solutions	Executive Chairman	Previously (dates not disclosed)	Oversight of operations and growth
BMI Group	Chief Executive Officer	Previously (dates not disclosed)	Led large international manufacturer
Colgate-Palmolive	EVP, Chief Growth & Strategy Officer; Chief Operating Officer	2016–2019	Global sustainability program oversight (2013–2019)
Colgate-Palmolive	President, North America	2013–2016	Division leadership
Colgate-Palmolive	President, Latin America	2010–2013	Division leadership
Colgate-Palmolive	President, Asia	2007–2010	Division leadership

External Roles

Company/Institution	Role	Tenure	Notes
Other public company boards	None	—	No current public boards disclosed

Board Governance

Committee assignments: Nominating & Governance Committee member; committee met 4 times in FY2024 .
Independence: Board affirmatively determined Skala is independent; only the CEO (David Gibbs) is non-independent .
Board effectiveness and engagement:
- Board met 5 times in 2024; all directors attended at least 75% of Board and committee meetings; executive sessions of independent directors occur at every regular Board and committee meeting .
- Non-Executive Chairperson structure (Brian Cornell); no Lead Director due to independent Chair; executive sessions presided by Chair .

Fixed Compensation

Component (2024)	Amount (USD)	Details
Annual stock retainer	$280,000	Standard non-employee director stock award retainer
Cash fees	$0	Directors may elect up to half of stock retainer in cash; Skala did not
Committee chair fees	$0	Not a chair; chair retainers are $30k (Audit), $20k (MP&D), $20k (N&G) in stock
Option/SAR awards (current-year)	$0	No new SAR awards; SARs outstanding disclosed separately
All other compensation	$0	Matching gifts may occur; none shown for Skala
Total 2024 director compensation	$280,000

Policy context:

Directors receive annual stock retainer; may defer into phantom stock paid in Company shares; one-time $25,000 initial stock grant upon joining Board (deferred until termination) .

Performance Compensation

Element	Performance Metrics	Status
Director pay linkage	None disclosed	Director compensation is retainer-based (equity/cash) without performance conditions

Change-in-control and clawback mechanics for equity awards:

Plan prohibits repricing; includes clawback/recoupment; double-trigger post-CIC vesting for replacement Full Value Awards and extended exercise for options/SARs upon qualifying termination; single cash-out if awards are not replaced at CIC .

Other Directorships & Interlocks

Company	Relationship	Potential Interlock/Transaction	Notes
None	—	—	No other public company boards; no related-party transactions disclosed for Skala .

Expertise & Qualifications

Global operating leadership across consumer products and manufacturing; branding, marketing, finance, sales, strategic planning, international development .
Experience overseeing global sustainability programs at Colgate-Palmolive (2013–2019) .

Equity Ownership

Ownership Detail	Amount	Notes
Shares beneficially owned	15,944	Direct/indirect, with sole voting/investment power unless noted
Options/SARs exercisable within 60 days	1,461	Included in total beneficial ownership
Total beneficial ownership (shares + exercisable)	17,405
Additional underlying stock units (deferred)	7,549	Payable in stock after termination per plan terms
SARs outstanding (aggregate)	4,646	At 12/31/2024
Director stock ownership guideline	≥5x annual Board retainer; accumulate within 5 years; hold while serving
Hedging/pledging	Prohibited by policy (no hedging or pledging of company stock)

Governance Assessment

Strengths
- Independent director with deep global operating experience and brand-building expertise aligned to YUM’s “Recipe for Good Growth” strategy .
- Equity-heavy director pay structure (no cash elected in 2024) supports alignment; strong stock ownership guidelines and prohibition on hedging/pledging .
- Active role on Nominating & Governance Committee, which oversees governance principles, independence reviews, and Board evaluations; committee met 4 times in 2024 .
- Board conducts executive sessions of independent directors at every regular meeting, enhancing oversight quality .
Watch items / potential red flags
- No disclosure of individual attendance percentages beyond “≥75%”; continued monitoring of committee-level engagement advisable .
- Current CEO role at ZO Skin Health and prior leadership at manufacturing firms: no related-party transactions disclosed, but N&G policy reviews any >$100k related-person transactions; maintain periodic checks for potential conflicts .
- Director-level SARs outstanding remain from prior programs; equity plan prohibits repricing, mitigating a common red flag .
Policy safeguards
- Robust related-person transaction review by N&G Committee; pre-approval thresholds and exclusions defined .
- Clawback and recoupment applicable to equity awards; change-in-control protections structured with double-trigger for replacements, reducing windfall risk .
- Board independence, majority voting, proxy access, executive sessions, and independent committee charters support governance quality .