Keith Barr
Director at YUM
Board
About Keith Barr
Keith Barr is an independent director of YUM! Brands, Inc., serving on the Board since 2020. He previously served as Chief Executive Officer of InterContinental Hotels Group plc (IHG) from July 2017 to July 2023, after roles as IHG’s Chief Commercial Officer (2013–2017) and CEO of IHG’s Greater China business, bringing deep global franchising, brand, and strategic leadership experience to YUM’s Board . He currently serves on the Board of MGM Resorts International . The Board has affirmed his independence under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| InterContinental Hotels Group plc (IHG) | Chief Executive Officer | Jul 2017 – Jul 2023 | Led a predominantly franchised global hospitality portfolio; strategic planning, branding, corporate leadership |
| InterContinental Hotels Group plc (IHG) | Chief Commercial Officer | 2013 – Jul 2017 | Oversaw global commercial functions |
| InterContinental Hotels Group plc (IHG) | CEO, Greater China | Not specified (prior to 2013) | Led IHG’s Greater China operations; senior roles across Americas and AMEA regions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MGM Resorts International | Director | Current (not specified) | Listed as “Other Public Companies” in YUM 2025 proxy |
Board Governance
- Committee assignments: Member, Management Planning and Development Committee (YUM’s compensation committee); the committee met 5 times in fiscal 2024; all MP&D members are independent under NYSE rules .
- Independence status: Affirmed independent; Board found no material relationships for Barr beyond his role as director .
- Board attendance: The Board met 5 times in 2024; each director attended at least 75% of Board and applicable committee meetings during their service period .
- Board leadership and process: Independent non-executive Chair; independent committees; executive sessions of independent directors at every regular board and committee meeting; proxy access and majority voting in director elections .
- Compensation oversight signals: 2024 Say‑on‑Pay support was 92% (advisory vote), indicating broad shareholder alignment with executive pay overseen by the MP&D Committee on which Barr serves .
- Director independence review process: Annual independence review under YUM’s Governance Principles; related-person transactions reviewed by the Nominating & Governance Committee .
Fixed Compensation
- Structure and policies (non-employee directors): Annual stock retainer of $280,000 (directors may elect up to 50% in cash subject to MP&D Chair approval); may defer retainers into phantom stock units paid in YUM shares; one-time initial $25,000 stock grant upon joining the Board; matching gifts program (Foundation matches up to $10,000 per year); additional stock retainers for Board/Committee Chairs (not applicable to Barr) .
- Insurance: D&O liability and business travel accident insurance provided (about $2 million total annual cost; not considered director compensation) .
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option/SAR Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | — | 280,000 | — | 10,000 | 290,000 |
| 2024 | — | 280,000 | — | 10,000 | 290,000 |
Notes:
- All Other Compensation for Barr reflects charitable matching gifts ($10,000) .
- At 12/31/2024, Barr had no outstanding SARs (some other directors do) .
Performance Compensation
- YUM does not use performance-based metrics for non-employee director pay; compensation is primarily delivered as fixed-value equity retainers (with optional partial cash election and deferral features) .
| Performance Metric | Target/Weight | Outcome/Payout | Notes |
|---|---|---|---|
| None for non-employee directors | N/A | N/A | Director compensation is not tied to operating/TSR metrics; provided as retainers |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict at YUM |
|---|---|---|---|
| MGM Resorts International | Director | Not disclosed | YUM’s 2025 independence review notes Barr has no other relationship with YUM beyond directorship; no material relationship flagged |
- Related-party exposure: In its independence review, the Board found no material relationships for Barr; he is independent under NYSE rules .
- Policy framework: Related person transactions (>$100k) reviewed by Nominating & Governance Committee; pre-approval safe harbors defined; directors with conflicts recuse .
Expertise & Qualifications
- Operating and management experience including as CEO of a franchised, global company (IHG) .
- Expertise in strategic planning, branding, and corporate leadership .
- Global experience across Americas, AMEA, and Greater China markets via IHG leadership roles .
Equity Ownership
- Stock ownership guidelines (directors): Expect ownership of at least 5x the annual Board retainer, accumulated within first five years and held through Board service; sales permitted only to cover taxes on retainers/SAR exercises .
- Hedging/pledging: Company policy prohibits hedging or pledging of company stock (governance highlight) .
| As of Dec 31, 2024 | Shares Beneficially Owned | Options/SARs Exercisable within 60 Days | Deferral Plan Stock Units | Total Beneficial Ownership | Additional Underlying Stock Units | Ownership as % of Shares Outstanding |
|---|---|---|---|---|---|---|
| Keith Barr | — | — | — | — | 11,058 | <1% (none of the listed individuals >1%) |
Notes:
- “Additional Underlying Stock Units” typically reflect deferred/underlying units not counted as beneficial ownership under SEC rules; Barr had 11,058 units .
- Company expects directors to reach 5x retainer over five years; individual compliance status by director is not disclosed .
Governance Assessment
- Strengths: Independent director with deep franchising and global brand leadership; sits on independent compensation committee; Board maintains strong governance practices (independent chair, executive sessions each meeting, majority voting, proxy access); high Say‑on‑Pay support (92%) indicates alignment with shareholder preferences .
- Alignment: Director pay delivered in equity retainers (with optional deferral into company stock units) and robust ownership guideline (5x retainer) promote alignment; hedging/pledging prohibited .
- Potential watch items: Barr’s beneficial ownership is primarily via underlying stock units rather than outright share ownership as of 12/31/2024; however, YUM’s guideline allows a 5-year accumulation period for directors .
- Conflicts/related-party: No material relationships flagged for Barr in YUM’s independence review; no Barr-related related-party transactions disclosed .
Conclusion: From a governance and alignment standpoint, Barr’s background and committee role support board effectiveness, with no disclosed conflicts, strong governance infrastructure, and shareholder-aligned director pay design. The primary monitoring point is the evolution of his outright ownership relative to YUM’s 5x retainer guideline over time .