Thomas Nelson
Director at YUM
Board
About Thomas C. Nelson
Thomas C. Nelson is President and Chief Executive Officer of National Gypsum Company (since 1999) and Chairman (since January 2005), with prior service as Vice Chairman and Chief Financial Officer (1995–1999). He has served on YUM’s board since 2006 (19 years), is deemed independent under NYSE rules, and brings senior government experience (Assistant to the U.S. Secretary of Defense; White House Fellow) alongside finance, strategic planning, and business development credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Gypsum Company | President & CEO; Chairman of the Board | CEO since 1999; Chairman since Jan 2005 | Led building products manufacturer; finance and strategic planning expertise |
| National Gypsum Company | Vice Chairman & CFO | 1995–1999 | Finance leadership; business development |
| U.S. Department of Defense | Assistant to the Secretary; White House Fellow | Not disclosed | Senior government experience |
| Morgan Stanley & Co. | Investment banking roles | Not disclosed | Capital markets exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other Public Companies | None | — | No current public company directorships |
| Atrium Health | Director (prior) | Not disclosed | Prior board service (non-public) |
| Federal Reserve Bank of Richmond | Director (prior) | Not disclosed | Prior board service (non-public) |
Board Governance
- Committee memberships: Management Planning & Development (compensation) and Nominating & Governance; not a chair .
- Independence: Board determined Nelson has no material relationship beyond his directorship and is independent under NYSE rules; only the CEO is non-independent .
- Attendance: Board met 5 times in 2024; all directors attended at least 75% of board and committee meetings during their service; all directors attended the 2024 Annual Meeting .
- Committee cadence and functions (2024):
- Management Planning & Development (5 meetings): oversees executive compensation, CEO/senior executive performance and succession planning; all members independent .
- Nominating & Governance (4 meetings): board composition, governance policies, independence review; all members independent .
- Executive sessions: non-management directors hold executive sessions at every regular board meeting; independent directors meet in executive session at least once annually .
- Board leadership: independent Non-Executive Chair (Brian Cornell); no Lead Director given Chair’s independence .
- Policies: Majority voting in uncontested director elections; proxy access; strong stock ownership guidelines; clawback policy; prohibition on hedging/pledging of company stock .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual stock retainer (director) | $280,000 | Standard non-employee director grant; directors may request up to half in cash; deferrals available via Directors Deferred Compensation Plan |
| Committee chair fees | $0 | Audit ($30k), MP&D ($20k), N&G ($20k) paid to respective chairs; Nelson is not a chair |
| Board Chair premium | $0 | Only applicable to Non-Executive Chair ($170k) |
| Initial stock grant upon joining | $25,000 | One-time grant deferred until termination (historical; upon joining) |
| Fees earned/paid in cash (2024) | $0 | Nelson received no cash fees in 2024 |
| Stock awards (grant-date fair value, 2024) | $280,000 | Reported in director compensation table |
| Option/SAR awards (2024 grant) | $0 | No option/SAR awards granted in 2024 |
| All other compensation (2024) | $0 | No other compensation reported |
| Total (2024) | $280,000 | Sum of reported elements |
Performance Compensation
- YUM does not disclose performance-conditioned director compensation; annual director equity is a retainer grant (time-based), with no performance metrics reported for directors .
Other Directorships & Interlocks
| Company | Relationship | Overlap with YUM stakeholders | Conflict assessment |
|---|---|---|---|
| None (current public issuers) | — | — | No current public company interlocks; no related-party exposure identified |
Expertise & Qualifications
- Operational CEO experience at a manufacturing company; finance and strategic planning; senior government service; retail/business development familiarity; public company committee experience .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 21,231 | Outright ownership |
| SARs exercisable within 60 days | 1,948 | Included in total beneficial per SEC rules |
| Total beneficial (shares + SARs exercisable) | 23,179 | Sum per table |
| Additional underlying stock units | 76,912 | Deferred units payable in stock beyond 60 days |
| Ownership as % of shares outstanding | ~0.0083% | 23,179 / 278,517,186 shares outstanding (record date) |
| SARs outstanding (aggregate) | 6,195 | As of Dec 31, 2024 |
| Director ownership guidelines | 5x annual board retainer; accumulate within first 5 years; hold until departure | Applies to non-management directors |
| Estimated value of beneficial common shares | ~$2.85 million | 21,231 shares × $134.16 (12/31/2024 closing price) |
| Hedging/pledging | Prohibited | Governance highlights prohibit hedging/pledging |
Governance Assessment
- Board effectiveness: Nelson contributes CEO-level operating and finance expertise; sits on compensation and nominating committees central to human capital oversight and board refreshment .
- Independence and conflicts: Board affirmatively determined independence; no related-party transactions or other relationships beyond director service; hedging/pledging prohibited—supports alignment .
- Engagement and attendance: Met board/committee attendance expectations (≥75%); attended 2024 Annual Meeting; active committee participation (MP&D: 5 meetings; N&G: 4 meetings) .
- Ownership alignment: Strong skin-in-the-game—beneficial common shares valued materially above 5× retainer, supporting guideline compliance and investor alignment (calculated using disclosed share count and price) .
- Compensation structure for directors: Predominantly equity-based retainer; no disclosed meeting fees; clawback and recovery policies apply; no excise tax gross-ups; outside director award cap ($750k, plus chair fee if applicable) under the 2025 LTIP .
- RED FLAGS: None identified for Nelson in the proxy (no related-party exposure, no Section 16(a) delinquencies, no pledging/hedging). Note: his 19-year tenure is the longest on the board and may draw investor scrutiny for refreshment/tenure balance despite confirmed independence .
- Committee process quality: MP&D uses an independent compensation consultant (Meridian) and retains sole authority over consultants; systematic benchmarking and risk assessment of compensation programs; clawback policy enforced .