Zili Shao
Yum China HoldingsAbout Zili Shao
Zili Shao (age 65) has served on the Yum China Holdings, Inc. Board since October 2016 and is currently Chair of the Food Safety and Sustainability Committee and a member of the Audit Committee; he is designated independent under NYSE and HKEX rules . He is founder and chairman of MountVue Capital Management Co. Ltd., and previously held senior leadership roles at King & Wood Mallesons, JP Morgan (Chairman/CEO JP Morgan China; Vice Chair Asia Pacific), and Linklaters; he holds a master’s degree in law from the University of Melbourne .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| King & Wood Mallesons (China) | Co‑Chairman and Partner | Apr 2015 – May 2017 | Senior leadership for leading law firm in China |
| JP Morgan Chase & Co. | Chairman & CEO, JP Morgan China; Vice Chairman, Asia Pacific | 2010 – 2015 | Executive leadership across China/APAC banking operations |
| Linklaters LLP | Partner; Managing Partner Greater China; Managing Partner Asia Pacific | ~12 years (prior to 2010) | Led Greater China and Asia Pacific practices |
External Roles
| Organization | Role | Tenure | Listing status |
|---|---|---|---|
| EDP – Energias de Portugal, S.A. | Independent member, General and Supervisory Board | Current | Euronext Lisbon (EDP) |
| MountVue Capital Mgmt. Co. Ltd. | Founder & Chairman | Current | Private firm |
Board Governance
- Committee assignments: Audit Committee member; Food Safety & Sustainability Committee Chair .
- Committee meeting cadence: Audit Committee met 11 times in 2024; Food Safety & Sustainability (FSS) met 2 times in 2024 .
- Independence: Board affirmed Shao’s independence; 10 of 12 director nominees are independent; independent Board Chair .
- Attendance: Board met 7 times; committees met 27 times; overall Board/committee attendance was 99%, with all incumbent directors attending at least 75% of meetings; all directors encouraged to attend the annual meeting and all then‑incumbent directors attended the 2024 annual meeting .
- Responsibilities: Audit Committee oversight of financial reporting, internal controls, risk, cybersecurity; FSS oversight of food safety and sustainability strategy, targets, and reporting .
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual director retainer | $315,000 | Paid in common stock or up to half in cash |
| Committee Chair retainer (FSS) | $20,000 | Additional annual stock retainer |
| Audit Committee member retainer | $17,500 | Additional annual stock retainer |
| 2024 cash received by Shao | $157,500 | Portion of annual retainer elected in cash |
| 2024 stock awards to Shao | $195,000 | Grant date fair value |
| 2024 total director compensation (Shao) | $352,500 | Cash + stock |
- Mix analysis: Equity 55.3% ($195k / $352.5k), Cash 44.7% ($157.5k / $352.5k) for 2024, aligning compensation with shareholder interests through stock retainers .
- No meeting fees; director compensation structure adopted May 2023 (effective June 2023) .
Performance Compensation
- Yum China’s directors are compensated via retainers (cash/stock) and committee fees; no performance‑conditioned director awards are disclosed .
Other Directorships & Interlocks
- Current public company board: EDP (Portugal). No disclosed related‑party transactions with Yum China involving Shao or his affiliates for the period Jan 1, 2024 through the proxy date .
- Shareholders agreement note: Primavera Capital identifies designees (Fred Hu, William Wang); Shao is not a Primavera designee .
Expertise & Qualifications
- Legal, finance, and corporate governance expertise from senior roles across global law firms and investment banks; extensive Asia expertise and public company board experience .
- Skills matrix: Executive leadership, regional China/APAC experience, and public company board experience (as reflected in Board skills overview) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Zili Shao | 47,540 | <1% (based on 374,996,934 shares outstanding) |
- Ownership policy: Directors receive significant equity; expected to own a meaningful number of shares and not sell director‑comp shares until at least 12 months post‑departure; share retention policy in place for directors .
- Trading restrictions: Hedging, short sales, and pledging of Company stock are prohibited for directors and executive officers .
Governance Assessment
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Committee leadership: As FSS Chair, Shao oversees food safety and sustainability frameworks, including targets and reporting—critical areas for brand trust and regulatory alignment in China .
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Audit involvement: Membership supports oversight of financial reporting, internal controls, and cybersecurity, reinforcing risk governance depth .
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Engagement and independence: High overall attendance (99%) and affirmed independence bolster board effectiveness and investor confidence .
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Compensation alignment: Majority of his director compensation delivered in stock retainers, enhancing alignment with shareholder outcomes .
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RED FLAGS to monitor:
- Limited FSS Committee meeting frequency (2 in 2024) may warrant attention given the materiality of food safety and sustainability risks in QSR operations; ensure agenda depth and KPI oversight remain robust .
- No related‑party transactions disclosed for the period; continue monitoring for potential conflicts given external roles across finance/energy sectors .
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Shareholder signals:
- Say‑on‑pay support was ~93% at the 2024 annual meeting, indicating broad investor endorsement of compensation governance; stockholder engagement program is active and responsive to feedback .