Ruby Lu
Yum China HoldingsAbout Ruby Lu
Ruby Lu, age 54, has served as an independent director of Yum China since October 2016. She is a venture capitalist who founded Atypical Ventures in 2019, co‑founded DCM China in 2006, and previously was a VP in Goldman Sachs’ TMT investment banking group; she holds an M.A. from Johns Hopkins University (1996) . She brings public company board experience and extensive financial, technology, and China/APAC market expertise; as of April 11, 2025, she sits on YUMC’s Compensation Committee and Nominating & Governance Committee, and was Chair of the Compensation Committee in 2024 .
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| DCM China | Co‑founder | Co‑founded 2006; invested in leading tech companies | Board experience with multiple tech issuers |
| Goldman Sachs (Menlo Park, TMT IB) | Vice President | Prior to DCM; TMT coverage | Financial/transaction expertise |
| iKang Healthcare Group Inc. | Independent Director | 2020–2021, before taken private | Governance experience at U.S.-listed China healthcare company |
| iDreamSky Technologies Limited | Independent Director; Chair of Special Committee | Prior to privatization | Led special committee (transaction oversight) |
| Blue City Holdings Limited (NASDAQ: BLCT) | Independent Director | Prior to delisting | Public company board oversight |
External Roles
| Organization | Role | Listing/Market |
|---|---|---|
| Unilever | Independent Director | NYSE: UL |
| Uxin Limited | Independent Director | NASDAQ: UXIN |
| Volvo Car AB | Independent Director | STO: VOLCAR‑B |
Board Governance
- Independence: Ruby Lu is identified as independent; the 2025 slate has 10 of 12 independent nominees, and the 2024 slate had 9 of 11 independent nominees .
- Committee assignments and chair roles:
- 2025: Compensation Committee member; Nominating & Governance Committee member (Comp met 8x; N&G met 6x in 2024) .
- 2024: Compensation Committee Chair; Nominating & Governance Committee member (Comp met 8x in 2023; N&G met 5x) .
- Attendance and engagement: In 2024, overall Board/committee attendance was 99%, with all incumbents at least 75%; all incumbents attended the 2024 annual meeting. Independent directors meet in executive session at regularly scheduled Board meetings .
- Shareholder support: Director election outcomes (Ruby Lu) indicate strong support (see Voting Results table below) .
- Related-party safeguards: No related person transactions reported from Jan 1, 2024 through the 2025 proxy date; Audit Committee reviews/ratifies per policy . Conflicts-of-interest policy requires directors to disclose potential conflicts; Board committee charters and governance principles are maintained and disclosed .
Committee Status (Role by Year)
| Committee | 2024 Status (as of Apr 11, 2024) | 2025 Status (as of Apr 11, 2025) |
|---|---|---|
| Compensation | Chair | Member |
| Nominating & Governance | Member | Member |
Fixed Compensation
- Program structure (non‑employee directors): Annual retainer of $315,000, payable in stock or up to half in cash; Chairman and committee chair/member retainers paid in stock (2024: Comp Chair +$25k; N&G Chair +$20k; Audit Chair +$35k; Comp member +$12.5k; N&G member +$10k; Audit member +$17.5k; FSS member +$10k). Directors are expected to retain shares and cannot sell shares received as director pay until 12 months after Board departure .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $0 | $0 |
| Stock Awards ($) | $350,000 | $337,500 |
| Total ($) | $350,000 | $337,500 |
Note: 2024 total reflects $315,000 annual director retainer plus committee member retainers (Comp $12,500; N&G $10,000), all taken in equity .
Performance Compensation
- Non‑employee director pay at YUMC is structured as retainers (cash/equity) and does not include performance‑conditioned awards (no PSU/option program for directors disclosed). Annual “stock awards” represent stock retainers valued at grant; not tied to performance metrics .
- Compensation Committee reports reflect oversight of executive pay (not director pay). Ruby Lu signed the 2023 CD&A report as Comp Committee Chair; in 2024 the Committee (including Ruby) recommended CD&A inclusion (she was a member) .
Other Directorships & Interlocks
| Company | Relationship to YUMC | Potential Interlock/Conflict Comment |
|---|---|---|
| Unilever; Uxin Limited; Volvo Car AB | External boards only | No related person transactions reported for 2024–proxy date; hedging/pledging prohibited; conflicts policy requires disclosure . |
Expertise & Qualifications
- Board skills matrix credits Ruby Lu with executive leadership, information technology/cybersecurity, China/APAC regional expertise, and public company board experience .
- The Board biography emphasizes financial and global market experience from venture capital and investment banking .
Equity Ownership
| Metric | 2024 (as of Mar 25, 2024) | 2025 (as of Mar 25, 2025) |
|---|---|---|
| Beneficially Owned Shares | 48,902 | 58,339 |
| Percent of Shares Outstanding | <1% (based on 392,027,941 shares) | <1% (based on 374,996,934 shares) |
| Hedging/Pledging | Prohibited for directors | Prohibited for directors |
| Share Retention | No sale of shares received as director pay until ≥12 months post‑Board departure | Same policy |
Shareholder Voting Signals (Director Elections and Say‑on‑Pay)
| Proposal/Metric | 2024 Annual Meeting | 2025 Annual Meeting |
|---|---|---|
| Ruby Lu – For | 283,903,133 | 285,663,769 |
| Ruby Lu – Against | 5,598,695 | 1,290,284 |
| Ruby Lu – Abstain | 467,735 | 368,764 |
| Say‑on‑Pay – For | 267,652,387 | 263,367,213 |
| Say‑on‑Pay – Against | 20,879,594 | 23,244,411 |
| Say‑on‑Pay – Abstain | 1,437,582 | 711,193 |
Governance Assessment
- Board effectiveness and engagement: Ruby Lu has maintained committee leadership/member roles across Compensation and Nominating & Governance, aligning with her finance/tech background; overall Board attendance was 99% in 2024 with all incumbents ≥75%, and independent directors hold executive sessions—indicators of active oversight .
- Alignment: Her director pay is equity‑heavy and subject to a strict retention policy; hedging/pledging is prohibited, and she increased beneficial ownership year‑over‑year (48,902 → 58,339 shares), supporting skin‑in‑the‑game signaling .
- Independence and conflicts: She is independent and not a Primavera designee; the company reported no related person transactions through the proxy date, and conflicts policies are formalized—reducing related‑party risk .
- Shareholder confidence: Strong re‑election support in both 2024 and 2025 and passage of say‑on‑pay in each year underscore investor confidence in board oversight, including Compensation Committee stewardship when she chaired in 2024 and served as a member in 2025 .
RED FLAGS: None disclosed in company filings for related‑party transactions, hedging/pledging, or attendance. Monitor multi‑board commitments for workload, but no overboarding concern disclosed by YUMC and no attendance shortfalls reported .