Edouard Ettedgui
About Edouard Ettedgui
Edouard Ettedgui (age 73) has served as an independent director of Yum China Holdings, Inc. since October 2016. He is the non-executive chairman of Alliance Française, Hong Kong, and previously was Group Chief Executive of Mandarin Oriental International (1998–2016), CFO of Dairy Farm International, and held senior finance roles at British American Tobacco; he graduated from ESSEC Business School (France) in 1975 . He is deemed independent under NYSE and HKEX rules; the Board recorded 99% overall director attendance in 2024, and all incumbent directors attended at least 75% of meetings and the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mandarin Oriental International Limited | Group Chief Executive | 1998–2016 | Led global luxury hospitality operations |
| Dairy Farm International Holdings | Chief Financial Officer | Not disclosed | Senior financial leadership in consumer retail |
| British American Tobacco (BAT Industries PLC) | Head of Finance; Group Finance Controller; Director, New Business Development | ~1990–1996 | Corporate finance and strategy roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alliance Française, Hong Kong | Non-Executive Chairman | Since 2016 | Cultural non-profit leadership |
| Mandarin Oriental International Limited | Non-Executive Director | Apr 2016–May 2020 | Former board service |
Board Governance
- Committee memberships: Compensation Committee (member), Nominating and Governance Committee (member), Food Safety and Sustainability Committee (member) .
- Chair roles: None; current committee chairs are Min (Jenny) Zhang (Compensation), Fred Hu (Nominating and Governance), Zili Shao (Food Safety and Sustainability) .
- Independence: Independent director under NYSE and HKEX standards .
- Attendance: Board met 7 times; committees met 27 times in 2024; overall director attendance was 99%; all incumbent directors attended ≥75% of meetings and the 2024 annual meeting .
- Board leadership: Independent Chairman (Fred Hu); executive sessions of independent/non-management directors held regularly .
- Retirement policy: Independent or non-management directors generally may not stand for re-election after age 75 unless unanimously approved by the Board .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual director retainer (stock) | $315,000 | Standard non-employee director retainer (June 1, 2024–May 31, 2025) |
| Compensation Committee member retainer (stock) | $12,500 | Applies to members Ettedgui, Lu, Wang, Durham (prorated) |
| Nominating and Governance Committee member retainer (stock) | $10,000 | Applies to members Ettedgui, Lu, Zhang |
| Food Safety & Sustainability Committee member retainer (stock) | $10,000 | Applies to members Aiken, Bassi, Ettedgui, Zhu |
| Total 2024 stock awards (grant-date fair value) | $347,500 | Reported in director compensation table; Ettedgui took all equity (no cash) |
Notes:
- No meeting fees disclosed; director pay is retainer-based with equity emphasis .
- Chairman/committee chair adders do not apply to Ettedgui (he is not a chair) .
Performance Compensation
- No performance-linked director compensation disclosed (no PSUs/options for directors; director equity is retainer-based) .
Other Directorships & Interlocks
| Company | Role | Period | Potential Interlock/Conflict |
|---|---|---|---|
| Mandarin Oriental International Limited | Non-Executive Director | 2016–2020 | No related-party transactions disclosed with YUMC |
| — | — | — | Board has a shareholder agreement with Primavera designating two directors (Hu, Wang), but Ettedgui is independent and not a Primavera designee |
Expertise & Qualifications
| Attribute | Evidence |
|---|---|
| Executive leadership | Skills matrix shows Executive Leadership ✓ |
| Industry (consumer/retail/restaurant) | Industry experience ✓ |
| Regional (China/APAC) | Regional expertise ✓ |
| Public company board experience | Public board experience ✓ |
| Education | ESSEC Business School (France), 1975 |
| Financial expertise | CFO at Dairy Farm; senior finance roles at BAT |
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 51,265 |
| Percent of shares outstanding | Less than 1% (374,996,934 shares outstanding) |
| Pledged/Hedged | Prohibited by company policies (no hedging or pledging by directors/executives) |
| Ownership guidelines | Directors expected to retain shares; may not sell compensation shares until ≥12 months after departure |
Governance Assessment
- Board effectiveness: Active across three core committees (Compensation; Nominating & Governance; Food Safety & Sustainability), bringing senior operating and financial experience—supports risk oversight, pay design, and sustainability/food safety governance .
- Independence and attendance: Independent with strong overall Board/committee attendance (99% in 2024); supports investor confidence in oversight quality .
- Compensation alignment: Director pay is equity-heavy; Ettedgui elected all-equity compensation in 2024 (no cash), aligning interests with shareholders through share ownership and retention policy .
- Potential conflicts: No related-person transactions disclosed for 2024–2025; robust conflicts policy and Audit Committee review framework in place .
- Compensation committee quality: Committee is fully independent; uses an independent compensation consultant; incorporates shareholder feedback (e.g., added ROIC, refined rTSR benchmarks, ESG metrics for executive PSUs)—indicates responsive, credible pay governance .
- RED FLAGS: None identified in filings. Watchlist items include age relative to the Board’s general age-75 re-election limit (continuity risk by policy), but any exception requires unanimous Board approval . No hedging/pledging, no related-party exposure, and no director-specific tax gross-ups or change-in-control perks disclosed .