Fred Hu
Yum China HoldingsAbout Fred Hu
Independent Chairman of the Board at Yum China (since 2016), age 61. He is the Chairman and Founder of Primavera Capital Group, previously a Partner and Chairman of Greater China at Goldman Sachs, and earlier an economist at the IMF. He holds a Ph.D. in economics from Harvard University and has deep expertise in economics, finance, and global capital markets, particularly China/APAC.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Monetary Fund (IMF) | Economist | 1991–1996 | Macroeconomic policy and research experience |
| Goldman Sachs Group, Inc. | Partner; Chairman of Greater China | 1997–2010 | Investment banking leadership in Greater China |
| Tsinghua University | Co-Director, National Center for Economic Research; Professor | n/a | Academic leadership/teaching in economics |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Primavera Capital Group | Chairman & Founder | Current (since 2011) | Private investment firm; Primavera is a YUMC shareholder with director designation rights |
| Industrial and Commercial Bank of China (ICBC; HK:1398; SSE:601398) | Director | Current | Major PRC bank board service |
| UBS Group AG (SIX:UBSG; NYSE:UBS) | Director | Current | Global bank board service |
| Hang Seng Bank Limited (HK:0011) | Independent Non-Executive Director | May 2011–May 2018 | Prior public company board |
| Hong Kong Exchanges and Clearing Limited (HK:0388) | Independent Non-Executive Director | Nov 2014–Apr 2021 | Prior public company board |
| Ant Group | Independent Non-Executive Director | Aug 2020–Mar 2022 | Prior private company board |
Board Governance
- Roles: Independent Chairman of the Board; Chair, Nominating & Governance Committee. He is not listed as a member of the Audit, Compensation, or Food Safety & Sustainability Committees.
- Independence: The Board affirmed Dr. Hu is independent under NYSE and HKEX rules.
- Attendance & engagement: In 2024 the Board met 7 times and committees met 27 times with overall 99% attendance; all incumbent directors attended at least 75% of meetings. All incumbent directors attended the 2024 annual meeting. Independent directors meet regularly in executive sessions led by the independent Chair.
- Director elections (2025 AGM): Re-elected with 280,223,783 votes For; 6,722,246 Against; 376,788 Abstain; broker non-votes 25,812,777.
- Selection/Designation: Primavera has a shareholder agreement allowing it to designate two director nominees (Dr. Fred Hu and William Wang).
- Overboarding policy: Directors may serve on no more than four other public company boards; CEO no more than one. The company has no poison pill; stockholders with ≥25% can call special meetings.
Fixed Compensation
| Component | Amount | Form | Notes |
|---|---|---|---|
| Annual non-employee director retainer | $315,000 | Stock (or up to half in cash at director’s request) | Standard for 2024 compensation year (June 1, 2024–May 31, 2025) |
| Chairman of the Board retainer | $225,000 | Stock | Additional annual stock retainer for Chair (Dr. Hu) |
| Nominating & Governance Chair retainer | $20,000 | Stock | Additional annual stock retainer for NG Chair (Dr. Hu) |
| 2024 Stock awards received (Dr. Hu) | $560,000 | Stock | Aggregates the above retainers; no cash elected |
- Director compensation structure uses stock-based retainers (equity-heavy); no meeting fees are described. The structure was approved in May 2023 and effective June 2023.
- Director share retention policy: Directors may not sell shares received as director compensation until at least 12 months after retiring/departing from the Board.
Performance Compensation
| Instrument | Performance linkage | 2024 Detail |
|---|---|---|
| Director retainers (stock awards) | None (time-/service-based retainers) | Non-employee director compensation is primarily stock-based retainers; no performance metrics for directors are described |
| Options/PSUs for directors | Not indicated | 2024 director compensation table lists stock awards and fees; no option awards listed for directors |
Other Directorships & Interlocks
| Relationship | Detail | Potential Governance Consideration |
|---|---|---|
| Primavera designee | Primavera holds director designation rights; Dr. Hu and William Wang are the two designees | Affiliation interlock on YUMC’s Board; Board still determined both are independent |
| Financial institution boards | Current director at ICBC and UBS | Time/attention and potential financial services conflicts monitored via related-party policy; Board affirmed independence |
- Related-party transactions: “There were no transactions or any currently proposed transactions considered to be a related person transaction” from Jan 1, 2024 through the proxy filing date. The Audit Committee reviews related party transactions ≥$120,000.
Expertise & Qualifications
- Skills matrix: Executive leadership; Information Technology/Cybersecurity; China/APAC regional expertise; Public company board experience (checked for Dr. Hu).
- Background: Economist (IMF), Goldman Sachs Greater China leadership, Primavera founder, Harvard Ph.D. in economics.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Fred Hu | 69,576 | <1% | As of March 25, 2025; total shares outstanding 374,996,934 |
| Pledging/Hedging | Prohibited | — | Company prohibits hedging, short sales, and pledging by directors and executives |
| Director share retention | Must retain director comp shares for 12 months post-departure | — | Alignment mechanism for directors |
Governance Assessment
-
Positives
- Independent Chair leading regular executive sessions enhances board oversight; NG Chair role central to refreshment and governance policies.
- Strong board process/attendance (99% overall in 2024) and majority voting policy; robust stockholder engagement framework.
- 2025 AGM outcomes signal investor support: Dr. Hu re-elected with 280.2M “For” votes; say-on-pay also approved (263.4M For; 23.2M Against; 0.7M Abstain).
- No related-person transactions disclosed in 2024–proxy date; hedging/pledging prohibited; director share retention policy promotes alignment.
-
Watch items / potential conflicts
- Primavera designation: Two directors (Hu and Wang) affiliated with Primavera sit on the Board. While the Board determined independence, investors may monitor any transactions or decisions where Primavera’s interests could be implicated. No related-party transactions were disclosed for 2024.
- External commitments: Concurrent service on UBS and ICBC boards increases time commitments; company policy caps other public boards at four, mitigating overboarding risk.
-
Shareholder voting context
- 2025 vote results (selected): Dr. Hu 280,223,783 For / 6,722,246 Against / 376,788 Abstain; Say‑on‑Pay 263,367,213 For / 23,244,411 Against / 711,193 Abstain.
- 2024 Say‑on‑Pay approval was ~93% per company disclosure.