Susan Doniz
About Susan Doniz
Independent director since 2023 with two years of board tenure; currently serves as Chief Information and Data Officer at The Walt Disney Company (prior roles include CIO/SVP IT & Data Analytics at Boeing; Group CIO at Qantas; leadership roles at SAP and Aimia; and 17 years at Procter & Gamble). She is a member of YUM’s Audit Committee and brings technology and cybersecurity expertise to board oversight. In 2024, the Board met five times, and all directors attended at least 75% of board and committee meetings; the Audit Committee (on which she serves) met eight times. The Board has determined she is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| The Boeing Company | Chief Information Officer and SVP, Information Technology & Data Analytics | Joined 2020 (prior to Disney role); end date not disclosed | Led IT and analytics functions at a global aerospace company |
| Qantas Airways | Group Chief Information Officer | Not disclosed | Digital transformation and IT leadership |
| SAP SE | Digital transformation and IT leadership roles | Not disclosed | Technology leadership |
| Aimia, Inc. | IT leadership roles | Not disclosed | Technology leadership |
| Procter & Gamble | Led IT and analytics programs supporting sales, R&D, supply chain (17 years) | Not disclosed | Enterprise IT and analytics programs |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| The Walt Disney Company | Chief Information and Data Officer | Current | Enterprise-wide information and data leadership |
| UC Irvine, Center for Digital Transformation | Adviser | Current | Adviser to the Center of Digital Transformation |
| IATA Digital Transformation Advisory Council | Vice Chair | Prior service | Industry advisory leadership |
| Nonprofit boards (multiple) | Board member | Not disclosed | Service on multiple nonprofit boards |
| Other public company directorships | — | None | No current public company boards listed |
Board Governance
- Committee assignments: Audit Committee member (Audit met 8 times in fiscal 2024; all members deemed independent and financially literate by NYSE standards).
- Independence: Board determined she is independent; no other relationships with the Company beyond directorship.
- Attendance and engagement: Board met 5 times in 2024; all directors attended at least 75% of their board and committee meetings; policy expects directors to attend Annual Meetings (all directors attended 2024 Annual Meeting).
- Executive sessions and leadership: Independent Non-Executive Chair; independent directors hold executive sessions at each regular board and committee meeting.
- Information security oversight relevance: Audit Committee oversees cybersecurity and data privacy; her technology/cyber background aligns with this remit.
Fixed Compensation
Director pay is structured as an annual stock retainer; no meeting fees. Initial one-time stock grant of $25,000 upon joining the Board; committee chair and non-executive chair receive additional stock retainers (not applicable to Ms. Doniz). Directors may elect to receive up to half of the stock retainer in cash and may defer retainers into phantom stock units.
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option/SAR Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 (partial year) | — | 71,667 | — | — | 71,667 |
| 2024 (full year) | — | 280,000 | — | — | 280,000 |
Notes:
- 2024 standard annual stock retainer for non-employee directors was $280,000.
- One-time initial stock grant upon joining: $25,000 fair value (distribution deferred until Board departure).
Performance Compensation
- Not applicable. Non-employee directors at YUM do not receive performance-based annual bonuses or performance-conditioned equity; compensation is primarily an annual stock retainer (with optional deferral), plus incremental stock retainers for chair roles (which Ms. Doniz does not hold).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Ms. Doniz. |
| Interlocks or related-party ties | Board determined no material relationships beyond directorship; Ms. Doniz noted as having no other relationship with the Company. |
Expertise & Qualifications
- Technology and cybersecurity expertise; senior operating and management experience in global enterprises.
- Advisory roles in digital transformation (UC Irvine CDT; IATA council), reinforcing strategic oversight in data/technology domains.
- Board skills matrix includes “Technology, Digital or Cybersecurity,” aligning with Company strategy and Audit Committee risk oversight.
Equity Ownership
| Holder | Shares Beneficially Owned | Options/SARs Exercisable within 60 Days | Deferral Plan Stock Units | Total Beneficial Ownership | Additional Underlying Stock Units (deferred) | Total Including Underlying Units |
|---|---|---|---|---|---|---|
| Susan Doniz | 0 | 0 | 0 | 0 | 2,682 | 2,682 |
Additional alignment policies:
- Director stock ownership guideline: at least 5x the annual Board retainer within first five years of service; hold until Board departure. Ms. Doniz joined in 2023 and is within the accumulation window.
- No hedging or pledging of Company stock permitted.
- Section 16(a) compliance: Company reported no delinquent filings for directors and executive officers for 2024.
Governance Assessment
- Strengths for board effectiveness: Independent status; Audit Committee membership; deep technology/cybersecurity background relevant to board oversight of information security and enterprise risk; regular executive sessions and independent Chair structure enhance oversight.
- Alignment and incentives: Director pay primarily in equity retainer; ownership guideline of 5x retainer promotes “skin in the game” over a five-year ramp; no hedging/pledging allowed.
- Attendance/engagement signal: All directors met ≥75% attendance in 2024; Board met 5 times, Audit met 8 times, indicating consistent cadence of oversight.
- Conflicts/related-party exposure: Board independence review found no material relationships for Ms. Doniz beyond directorship; no Section 16(a) delinquencies disclosed.
Contextual shareholder signals: YUM’s 2023 say-on-pay received ~87% support, indicative of general investor acceptance of compensation governance; clawback policy and double-trigger CIC vesting underscore shareholder-friendly practices.