Min Zhang
Yum China HoldingsAbout Min (Jenny) Zhang
Independent director since May 2021; age 51. Former CEO and CFO of Huazhu Group (NASDAQ: HTHT; HKEX: 1179) with deep finance and China consumer-sector leadership; MBA, Harvard Business School (2003). Independent under NYSE and HKEX rules; Board had 99% attendance in 2024, and all incumbent directors attended at least 75% of Board and committee meetings; the Board met seven times in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Huazhu Group Limited (HTHT; 1179) | Vice-chairlady | Jul 2020–Aug 2021 | Executive leadership in China hospitality |
| Huazhu Group Limited | Executive Vice-chairlady | Nov 2019–Jul 2020 | Strategy and governance oversight |
| Huazhu Group Limited | Chief Executive Officer | May 2015–Nov 2019 | Led multi-brand hotel operations |
| Huazhu Group Limited | President | Jan 2015–May 2015 | Operating leadership |
| Huazhu Group Limited | Chief Financial Officer | Mar 2008–May 2015 | Finance, capital markets, controls |
| Huazhu Group Limited | Chief Strategic Officer | Nov 2013–Jan 2015 | Corporate strategy |
| Huazhu Group Limited | SVP Finance | Sep 2007–Feb 2008 | Financial management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LAIX Inc. (NYSE: LAIX) | Independent Director | May 2020–Oct 2022 | AI education company (prior) |
| Genscript Biotech (HKEX: 1548) | Independent Non-Executive Director | Aug 2015–Nov 2018 | Biotech governance experience |
| OneSmart Education (NYSE: ONE) | Independent Director | Mar 2018–Feb 2020 | China education services |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating and Governance Committee .
- Independence: Determined independent; only CEO Joey Wat and director Robert Aiken not independent .
- Attendance: Board met 7 times; committees met 27 times; overall Board and committee attendance 99% in 2024; all incumbent directors ≥75% attendance; all directors encouraged to attend Annual Meeting and all then-incumbent attended 2024 Annual Meeting .
- Committee activity: Compensation Committee held 8 meetings; Nominating and Governance Committee held 6 meetings in 2024 .
- Compensation Committee practices: Uses an independent compensation consultant; reviews peer group; implements pay-for-performance structures; issues formal report to include CD&A in filings .
Fixed Compensation (Director)
| Component | 2024 Amount (USD) | Detail |
|---|---|---|
| Annual non-employee director retainer | $315,000 | Payable in stock or up to one-half in cash; Zhang elected $157,500 in cash |
| Compensation Committee Chair retainer | $25,000 | Additional annual stock retainer for CC Chair |
| Nominating & Governance Committee member retainer | $10,000 | Additional annual stock retainer for NG members |
| Cash paid (elected) | $157,500 | Portion of annual retainer Zhang took in cash |
| Stock awards (grant-date fair value) | $210,000 | Equity portion of 2024 director compensation |
| Total 2024 director compensation | $367,500 | Sum of cash and stock awards |
Stock ownership expectations: Directors not subject to executive Stock Ownership Guidelines, but subject to a share retention policy—no sale of shares received as director compensation until at least 12 months after retirement/departure; hedging/monetization transactions prohibited for directors .
Performance Compensation (Director)
- Performance-based pay components for directors are not disclosed; director compensation consists of retainer and committee fees, largely in equity .
Other Directorships & Interlocks
- Current external public company directorships for Min Zhang are not disclosed; prior roles include LAIX, Genscript Biotech, and OneSmart Education (ended by 2022/2018/2020 respectively). No related party or interlock conflicts disclosed for Zhang; Primavera has designee rights for other directors (Fred Hu, William Wang) under a shareholders agreement, not involving Zhang .
Expertise & Qualifications
- Education: MBA, Harvard Business School (2003) .
- Technical/functional expertise: Finance, operations, public company governance; China/Asia regional expertise .
- Board skills matrix indicates executive leadership, industry, IT/cyber, China/APAC, public board experience across nominees; Zhang has breadth across these domains .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares | Notes |
|---|---|---|---|
| Min (Jenny) Zhang | 11,439 | ~0.003% | Calculated from 11,439 / 374,996,934 outstanding shares; Company reports less than 1% ownership . |
Trading policy prohibits speculative trading (puts/calls) and hedging; director share retention policy applies to compensation shares .
Governance Assessment
- Strengths: Independent status; chairs the Compensation Committee that utilizes independent consultants and increased performance rigor (added ROIC to PSUs; refined rTSR benchmarks; ESG metrics) indicating responsiveness to shareholder feedback and alignment with long-term value creation . High Board/committee attendance supports engagement quality .
- Alignment: Director compensation is equity-heavy with retention restrictions, promoting ownership mentality; hedging prohibited; beneficial ownership disclosed, albeit modest as typical for outside directors .
- Potential risks/RED FLAGS: None disclosed specific to Zhang—no related party transactions (Company-wide) in 2024–proxy date; no pledging/hedging allowed; say-on-pay support was strong (93%) reducing compensation governance risk . Note one-off discretionary STI adjustment for KFC participants in 2024 (not director pay) could be monitored for precedent on pay discretion, though outside director governance remains robust .