Tanya Domier
Director at YUM
Board
About Tanya L. Domier
Independent director since 2018; former CEO and Chair of Advantage Solutions (retired April 2022), where she previously served as President and COO (2010–2013) after joining in 1990 from J.M. Smucker . Founded a private-equity-focused advisory services firm in April 2023; current board service includes Little Leaf Farms (compensation committee); prior public board experience at Nordstrom, Inc. . Core credentials highlight operating CEO experience and expertise in strategic planning, finance, global commerce, and corporate leadership; public company board and committee experience; currently serves on YUM’s Audit Committee and is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advantage Solutions, Inc. | Chief Executive Officer and Chairperson | Retired April 2022 | Led a North American outsourced sales/marketing provider; executive leadership credentials |
| Advantage Solutions, Inc. | President & Chief Operating Officer | 2010–2013 | Operational leadership across sales, marketing, promotions |
| Advantage Solutions, Inc. | Executive roles in sales, marketing, promotions | 1990–2010 | Commercial and operations experience |
| J.M. Smucker Company | Various roles (pre-1990) | Prior to 1990 | Foundation in consumer goods |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Little Leaf Farms | Director | Current | Compensation committee member |
| Nordstrom, Inc. | Director | Prior | Public company board experience |
| Advisory Services Firm | Founder (private equity portfolio focus) | Founded April 2023 | Advisory services to PE portfolio companies |
| Other Public Companies | None | — | No current public-company boards disclosed |
Board Governance
| Item | Detail |
|---|---|
| YUM Board composition | 12 directors; 11 independent nominees; independent non-executive chair |
| Board and Audit meetings | Board met 5 times in 2024; Audit Committee met 8 times |
| Attendance | Each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting |
| Committee membership (Domier) | Audit Committee member; committee is fully independent; members financially literate; chair is an SEC-defined “audit committee financial expert” |
| Executive sessions | Independent director executive sessions at every regular Board and committee meeting |
| No hedging/pledging policy | Corporate policy prohibits hedging or pledging company stock |
Fixed Compensation
| Component | Amount (FY2024) | Notes |
|---|---|---|
| Annual cash fees | $0 | No cash fees recorded for Domier in 2024 |
| Stock awards | $280,000 | Annual stock grant retainer; directors may elect up to half in cash; deferrals into phantom stock allowed (≥2 years) |
| Option/SAR awards | $0 | No option/SAR grants to Domier in 2024 |
| All other compensation | $0 | No matching gifts or other items recorded for Domier |
| Total | $280,000 | Total FY2024 director compensation |
Additional structural details:
- Committee chair retainers: Audit $30,000; Management Planning & Development $20,000; Nominating & Governance $20,000 (paid in stock) .
- Non-Executive Chair additional stock retainer: $170,000; director compensation levels benchmarked in Nov 2024 by independent consultant Meridian; total director comp ~$10k below market median; no changes adopted .
Performance Compensation
Directors do not have performance-based bonuses or PSU/metric-tied awards; compensation consists of annual stock retainer, with optional partial cash election and deferral to phantom stock units; no meeting fees disclosed .
| Performance Metric | Application to Director Pay | Disclosure |
|---|---|---|
| Revenue/EBITDA/TSR targets | Not applicable to non-employee directors | No director performance metrics disclosed |
| ESG-linked goals | Not applicable to non-employee directors | Not disclosed for directors |
| Clawback provisions | Company maintains a Compensation Recovery Policy; applies to equity and bonus awards (executives) | Policy disclosed; director-specific application not stated |
Other Directorships & Interlocks
| Company | Capacity | Committee Roles | Potential Interlocks |
|---|---|---|---|
| Little Leaf Farms | Director | Compensation committee | None disclosed with YUM suppliers/customers |
| Nordstrom, Inc. | Director (prior) | — | No related-party transactions with YUM disclosed |
Related-party transactions oversight:
- Nominating & Governance Committee reviews transactions >$100,000 where a related person has a material interest; certain transactions are pre-approved within strict thresholds; directors who are related persons recuse from deliberations .
Expertise & Qualifications
- Operating and management experience as CEO; strategic planning, finance, global commerce, corporate leadership; public company directorship and committee experience .
- Audit Committee membership supported by the Board’s determination that all Audit Committee members are independent and financially literate; chair is an audit committee financial expert .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 4,957 | Held in a trust; Domier retains voting and/or investment power |
| Options/SARs exercisable within 60 days | 0 | None reported for Domier |
| Deferral plan stock units (payable within 60 days) | 0 | None |
| Total beneficial ownership | 4,957 | Under SEC rules as of Dec 31, 2024 |
| Additional underlying stock units | 14,545 | Deferred stock equivalents, payable in shares beyond 60 days after termination |
| Total including additional units | 19,502 | Beneficial + additional underlying units |
Footnotes:
- None of YUM’s directors or officers holds ≥1% of outstanding shares; Domier’s ownership is below 1% .
- Company policy prohibits hedging or pledging of company stock .
Recent Insider Transactions (Section 16)
| Date | Form | Transaction | Security | Shares | Price | Ownership After | Ownership Form |
|---|---|---|---|---|---|---|---|
| 2025-10-01 | Form 4 | Conversion of phantom stock to common (M) | Common | 2,132 | $152 | 7,089 | Indirect (Trust) |
| 2025-02-11 | Form 4 | Statement of changes (details available via link) | — | — | — | — | — |
| 2024-02-12 | Form 4 | Statement of changes (details available via link) | — | — | — | — | — |
Compliance:
- Company reported all directors and officers complied with Section 16(a) filing requirements in FY2024 .
Governance Assessment
- Independence and committee effectiveness: Domier serves on the fully independent Audit Committee whose chair is an SEC-defined financial expert; all members financially literate; the committee met 8 times in FY2024 with robust oversight of auditors, internal controls, ERM (including cybersecurity, food safety, supply chain), and compliance—supportive of investor confidence .
- Attendance and engagement: Board met 5 times in 2024; all directors met the ≥75% attendance threshold and attended the Annual Meeting—no attendance red flags for Domier .
- Ownership alignment: Direct ownership plus deferred stock units indicate alignment; shares held via trust with retained voting/investment power; company policy prohibits hedging/pledging, reducing alignment risk; stake remains <1% like all directors .
- Compensation structure: Director compensation is equity-heavy ($280k stock retainer for 2024) with optional partial cash election and deferral; no performance-based components or meeting fees; benchmarking with Meridian suggests pay slightly below market median, limiting pay inflation risk .
- Conflicts/related party exposure: No current public-company interlocks; related-party transaction policy is stringent and requires committee review >$100k; no Domier-related transactions disclosed—no conflict red flags identified .
Red flags and watch items:
- None evident in proxy: no hedging/pledging, attendance adequate, no related-party transactions .
- Monitor advisory firm relationships for potential related-party transactions should YUM engage entities linked to her advisory activities; current proxy discloses none .
Compensation Committee Analysis
| Committee | Members | Independent? | Consultant | Notes |
|---|---|---|---|---|
| Management Planning & Development (Compensation) | Connor (Chair), Barr, Cornell, Graddick-Weir, Nelson | Yes (NYSE) | Meridian Compensation Partners LLC | Oversees executive comp, succession, and risk; used Meridian to benchmark director comp in Nov 2024 |
Appendix: Audit Committee Oversight Highlights
- Discussed GAAP compliance, significant judgments, clarity of disclosures; auditor independence and fee mix; oversight of ERM including cybersecurity, food safety, supply chain; recommended inclusion of audited financials in FY2024 Form 10-K .