Grace Xin Ge
Yum China HoldingsAbout Grace Xin Ge
Grace Xin Ge (age 48) is an independent director nominee to the YUM China (YUMC) Board, standing for election for the first time at the May 23, 2025 Annual Meeting. She is the founding partner of G-Bridge Partners (since Sept 2022), and previously served as SVP/CFO of Du Xiaoman (2019–Jan 2022), partner at Ares Management Private Equity (2014–2018), MD in Goldman Sachs’ investment banking division (2005–2014), and earlier at PwC (1998–2003). She holds dual bachelor’s degrees (English literature and economics) from Peking University and an MBA from Harvard Business School; she “was” a U.S. CPA. The Board determined she is independent under NYSE and HKEX rules; she brings deep financial and global capital markets expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| G-Bridge Partners | Founding Partner | Sep 2022–present | Cross-border business building and venture scaling across Europe/Asia; financial expertise to the Board |
| Du Xiaoman (Baidu spin-off) | SVP & Chief Financial Officer; Advisor | CFO: May 2019–Jan 2022; Advisor: Feb–Dec 2022 | Led fintech finance/org; transition advisory in 2022 |
| Ares Management – Private Equity Group | Partner | Jun 2014–Dec 2018 | Private equity investing; capital allocation expertise |
| Goldman Sachs (Asia) L.L.C. | Managing Director, Investment Banking Division; Sponsor Principal | Aug 2005–May 2014; Sponsor Principal Jan 2012–May 2014 | Transaction execution, capital markets; sponsor principal responsibilities |
| PricewaterhouseCoopers | Professional Staff | Jul 1998–Jun 2003 (Beijing, San Francisco) | Audit/assurance foundation (U.S. CPA, formerly) |
External Roles
| Company | Role | Listing | Notes |
|---|---|---|---|
| Keep Inc. | Independent Director | HKEX: 3650 | Online fitness platform; current directorship |
| Goldstream Investment Limited | Independent Director | HKEX: 1328 | Investment management company; current directorship |
| Hyperganic Pte. Ltd. (Singapore) | Director (ended) | Private | Company undergoing creditors’ voluntary liquidation; disclosure notes no personal liability expected (HK Listing Rule 13.51(2)) |
| Hyperganic Technologies GmbH (Germany) | Director (ended) | Private | Company undergoing creditors’ voluntary liquidation; disclosure notes no personal liability expected (HK Listing Rule 13.51(2)) |
Board Governance
- Status: Independent director nominee; first-time nominee in 2025. No committee assignments listed as of April 11, 2025.
- Independence: Board affirmatively determined Ms. Ge is independent under NYSE and HKEX rules.
- Attendance baseline: In 2024, overall Board and committee attendance was 99%; all incumbent directors met at least 75% attendance (Ms. Ge was not yet on the Board).
- Conflicts oversight: Directors must disclose potential conflicts; the Audit Committee reviews related party transactions per policy. No related person transactions from Jan 1, 2024 through the filing date.
- Board refreshment: Nomination followed a third-party search; her skills emphasize financial and regional China/APAC experience and public company board exposure.
Fixed Compensation
Non-employee director compensation framework (2024 structure; paid largely in stock; up to 50% of the base retainer may be taken in cash upon request):
| Component | Amount/Terms | Source |
|---|---|---|
| Annual director retainer | $315,000; payable in stock or up to 50% in cash | |
| Chairman of the Board additional retainer | $225,000 (stock) | |
| Committee Chair retainers | Audit Chair: $35,000; Compensation Chair: $25,000; Nominating & Governance Chair: $20,000; Food Safety & Sustainability Chair: $20,000 | |
| Committee member retainers | Audit member: $17,500; Compensation member: $12,500; Nominating & Governance member: $10,000; Food Safety & Sustainability member: $10,000 | |
| Director share retention policy | Directors expected to hold a meaningful number of shares; may not sell shares received as director compensation until 12 months after Board departure |
Note: Ms. Ge did not serve in 2024; her individual director compensation will commence if and when elected in 2025 under then-applicable terms.
Performance Compensation
Non-employee directors receive stock retainers; there are no performance-vested metrics (no PSU/option programs for directors disclosed).
| Item | Detail |
|---|---|
| Performance conditions on director equity | None disclosed for non-employee director retainers; equity is a fixed-value stock retainer, not tied to performance metrics |
Other Directorships & Interlocks
- Current public boards: Keep Inc. (HKEX: 3650), Goldstream Investment Limited (HKEX: 1328). No disclosed transactional ties to YUM China.
- Related party and interlocks: Company reports no related person transactions for 2024 to the proxy filing date.
- Board service limits: YUM China policy limits directors to no more than four other public company boards (CEO, if a director, to one other); Ms. Ge’s current public board count aligns with this limit.
Expertise & Qualifications
- Finance and capital markets: Former Goldman Sachs MD (IBD), Ares PE partner, Du Xiaoman CFO; brings deep financial expertise and global capital markets experience.
- Regional and industry exposure: Significant China/Asia-Pacific experience; technology/IT/cybersecurity skillset per Board skills matrix; public company board experience.
- Education and credentials: Dual BAs (Peking University), MBA (Harvard); formerly a U.S. CPA.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Grace Xin Ge | 0 | <1% | As of March 25, 2025; Company prohibits speculative trading/hedging by directors |
| Director ownership policy | — | — | Directors expected to hold meaningful shares; retention of director-comp shares until 12 months post-departure |
Governance Assessment
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Strengths
- Independence and fresh perspective from recent nomination through a third-party search; complements Board refreshment and diversity.
- Strong finance/investment background (Goldman, Ares, CFO experience) useful for audit, capital allocation, and China/APAC regulatory navigation for a dual-primary listed issuer.
- No related person transactions; robust conflicts policy and hedging/pledging prohibitions enhance alignment.
- Director equity-centric pay and post-departure retention policy promote alignment with long-term shareholders.
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Watch items / RED FLAGS
- Hyperganic entities where she was a director are in creditors’ voluntary liquidation (Singapore and Germany). Disclosure states no expected personal liability, but investors may monitor for any future implications.
- Zero current YUMC share ownership as of the record date; alignment should improve via stock-based director retainers post-election.
- Committee influence not yet defined (no current committee assignment); track post-election committee placement for oversight impact (e.g., Audit/Comp/N&G).
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Board context
- Board attendance and governance practices are strong (99% 2024 attendance; independent Chair; executive sessions), supporting overall Board effectiveness into which Ms. Ge would integrate.
- Recent say-on-pay support (93% at 2024 AGM) and engagement practices indicate constructive investor dialogue; not specific to Ms. Ge but supportive of governance stability.