Mirian Graddick-Weir
Director at YUM
Board
About Mirian M. Graddick‑Weir
Independent director of YUM since 2012, former Executive Vice President of Human Resources at Merck & Co., Inc. (2008–2018) and EVP of Human Resources at AT&T Corp. (2001–2006). She brings deep global HR, compensation governance, and public‑company board experience; currently chairs YUM’s Nominating & Governance Committee and serves on the Management Planning & Development Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | EVP, Human Resources | 2008–2018 | Global HR leadership; compensation and governance expertise |
| Merck & Co., Inc. | SVP, Human Resources | 2006–2008 | Senior HR leadership |
| AT&T Corp. | EVP, Human Resources | 2001–2006 | Enterprise HR leadership at large telecom |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Booking Holdings, Inc. | Director | Since June 2018 | Not disclosed in YUM proxy |
Board Governance
- Independence: Affirmatively determined independent under NYSE rules; only YUM CEO is non‑independent .
- Committees: Chair, Nominating & Governance; Member, Management Planning & Development (compensation) .
- Attendance and engagement: Board met 5 times in 2024; all directors attended at least 75% of Board/committee meetings during their service, and all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors hold executive sessions at every regular Board and committee meeting; Non‑Executive Chair fulfills Lead Director duties .
- No hedging or pledging of company stock, majority voting policy, proxy access; independent compensation consultant for the compensation committee .
Committee Assignments and Activity
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Nominating & Governance | Chair | 4 | All members independent |
| Management Planning & Development | Member | 5 | All members independent |
Fixed Compensation (Director)
| Component | Structure | 2024 Amount |
|---|---|---|
| Annual Board retainer | Stock grant retainer | $280,000 |
| Committee chair retainer | Nominating & Governance (Chair) | $20,000 (stock) |
| Cash fees | Optional up to half of stock retainer in cash (not taken) | $0 (Mirian shows no cash in 2024) |
| Total 2024 director compensation (reported) | Stock awards | $300,000 |
Notes:
- Non‑employee directors receive a one‑time $25,000 stock grant upon joining (deferred until termination) .
- Directors may defer retainers into phantom stock units; YUM pays D&O liability and travel accident insurance (≈$2M total, not counted as compensation) .
Performance Compensation (Director)
| Equity Instrument | Grant/Terms | Outstanding/Activity |
|---|---|---|
| Annual stock retainer | Time‑based equity (no dividends until earned; deferral available) | Included in $300,000 stock awards for 2024 |
| Stock Appreciation Rights (legacy director awards) | SARs with fixed exercise price; 10‑year max term; no dividends; subject to clawback | 6,195 SARs outstanding at 12/31/2024 ; Example exercise in 2025: 3,096 underlying shares at $49.66 strike, expiring 02/05/2026 |
Plan mechanics and protections:
- Prohibition on repricing without shareholder approval; change‑in‑control double‑trigger vesting for replacement awards; company‑wide recoupment/clawback policies apply to equity .
Recent Insider Transactions (Signal and alignment)
| Date | Transaction | Shares | Price | Notes |
|---|---|---|---|---|
| 08/14/2025 | SAR‑to‑stock (Code M) | 3,096 | $49.66 (exercise) | SAR conversion; expiration 02/05/2026 |
| 08/14/2025 | Sale | 1,058 | $145.39 | Post‑settlement sell; direct holdings updated |
| 08/14/2025 | Sale | 2,038 | $145.30 | Post‑settlement sell; direct holdings 1,233 shares |
| 08/19/2024 | Sale | 1,309 | $137.40 | Form 4 filed; routine portfolio activity |
Other Directorships & Interlocks
- Current public board: Booking Holdings, Inc. (since June 2018). No related‑party transactions or business relationships disclosed between YUM and entities tied to Ms. Graddick‑Weir; Board’s annual independence review found no material relationships for her .
Expertise & Qualifications
- Global HR and talent stewardship; executive compensation and governance expertise; public company board and committee experience .
- Aligns with YUM’s “Recipe for Good Growth” emphasis on talent development and governance risk oversight .
Equity Ownership
| Category | Amount |
|---|---|
| Shares beneficially owned (direct) | 1,233 |
| Options/SARs exercisable within 60 days | 1,948 (shares deliverable on exercise) |
| Total beneficial ownership (SEC definition) | 3,181 |
| Additional underlying stock units (deferred) | 39,360 (payable after termination, generally >60 days) |
| Shares outstanding (context) | ~278.5 million as of 03/19/2025 |
| Ownership concentration | No director/officer exceeds 1% of outstanding shares |
Director ownership guidelines:
- Non‑management directors are expected to own at least 5× the annual Board retainer, accumulated within five years and held through Board service; sales may cover taxes on retainers/SAR exercises .
Governance Assessment
- Strengths: Independent director; chairs Nominating & Governance; active on compensation oversight; robust Board policies (majority voting; proxy access; clawback; no hedging/pledging) enhance investor alignment .
- Engagement: Board and committee executive sessions; documented risk oversight across committees; regular ESG oversight and disclosures .
- Alignment and incentives: Director pay predominantly equity via stock retainer and chair retainer; legacy SARs remain subject to plan controls and clawback .
- Conflicts/related parties: None disclosed for Ms. Graddick‑Weir; independence reconfirmed in annual review .
- Attendance signal: Board met 5 times in 2024; all directors ≥75% attendance and attended the 2024 Annual Meeting, supporting engagement .
RED FLAGS: None disclosed specific to Ms. Graddick‑Weir (no pledging, no related‑party transactions, no attendance issues). Insider sales appear routine around SAR settlements without indication of hedging or pledging, consistent with YUM policy .