Yum China Holdings, Inc.
For the period ended May 23, 2025. Filed Apr 11, 2025.
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May 23, 2025 · Filed Apr 11, 2025
Contents
Other Elements of Executive Compensation Program
As with all Company employees, Company executive officers receive certain employment benefits. We believe the benefits we offer are an important part of retention for all levels of employees. Our benefits are designed to protect against unexpected catastrophic losses of health and earnings potential and provide a means to save and accumulate assets for retirement.
Post-Termination and Change in Control Compensation. The Company provides certain post-termination and change in control compensation to help accomplish the Company’s compensation philosophy of attracting and retaining executive talent.
The Company maintains a change in control severance plan that covers all NEOs. Severance benefits are payable only upon a qualifying termination, which is defined as a termination by the Company without cause or by the participant due to good reason, within 24 months following the consummation of a change in control of the Company. The Compensation Committee believes change in control compensation promotes management independence and helps retain, stabilize, and focus the executive officers in the event of a change in control.
The Company also maintains the Executive Severance Plan, which provides severance benefits to certain key management employees of the Company and its affiliates who are selected by the Compensation Committee to participate in the plan, including each of the NEOs, and who experience a qualifying termination under the terms of the plan. The Executive Severance Plan aids in recruitment and retention and promotes smooth succession planning, while providing transitional pay for a limited period of time to executives whose employment is involuntarily terminated. Payments are conditioned upon the executive’s execution of a release of claims in favor of the Company and compliance with restrictive covenants. The terms of the Change in Control Severance Plan and Executive Severance Plan were determined after considering market data and the input of the independent compensation consultant. The award agreements with respect to the Company’s outstanding equity awards also provide forpro-rata vesting in the event of certain qualifying terminations of employment. Please see the “Potential Payments upon a Termination or a Change in Control” section below for a quantification of the amounts that would be payable to each of the continuing NEOs in connection with a termination of employment or change in control as of December 31, 2024.
Chief Financial Officer Transition. In connection with his separation from the Company, Mr. Yeung and the Company entered into a transition and advisor agreement (the “Transition Agreement”), pursuant to which Mr. Yeung served as the Company’s CFO through September 30, 2024 and, from October 1, 2024 to February 28, 2025 (the “Transition Period”), Mr. Yeung continued to be employed by the Company to provide advisory services to the CEO, with a monthly base salary of $35,000 for 80 hours of service per month during the Transition Period. In addition, based on his
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EXECUTIVE COMPENSATION
continued service with the Company through December 31, 2024, Mr. Yeung was entitled to a cash bonus under the 2024 STI Program, with the payout determined based on the base salary actually paid to him in 2024, actual individual performance factor and team factor results for 2024. Mr. Yeung’s outstanding equity awards also continued to vest during the Transition Period. In accordance with the terms of the award agreements, Mr. Yeung has 90 days from the last date of employment to exercise his vested SARs, and all of his remaining unvested equity awards (including the 2022 Lavazza ESOP Grant) were forfeited upon his departure at the end of the Transition Period. Under the terms of the Transition Agreement, Mr. Yeung will not receive any cash severance benefits in connection with his separation, other than a lump sum amount equivalent to five times his average monthly base salary in the 12 months prior to the effective date of the Transition Agreement, which reflects statutory severance pay requirements for reasonable consideration under PRC law, in exchange for his agreeing to be bound by post terminationnon-competition covenant. Mr. Yeung also agreed to be bound by covenants relating tonon-solicitation, non-disparagement andnon-disclosure. If Mr. Yeung violates and/or fails to comply with thenon-compete ornon-solicitation terms in the Transition Agreement, he will be required to pay the Company liquidated damages of three times the amount of such statutory severance payment.
In connection with Mr. Ding’s appointment to Acting CFO, effective October 1, 2024, the Compensation Committee approved an additional cash allowance of $6,560 per month for him while he served in such role. Mr. Ding was appointed as CFO, effective March 6, 2025.
Medical, Dental, and Life Insurance and Disability Coverage. The Company provides group insurance benefits such as medical, dental, and life insurance and disability coverage to its executive officers.
Perquisites. The Company’s executive compensation program may differ from that of our U.S. peers to reflect the competitive market in China. As the Company’s executive compensation program is designed to attract, retain and incentivize the right talent with specific skillsets required by the unique features of the Company, the Company is transitioning to a flexible benefit program for its leadership team, provided on a reimbursement basis. Flexible benefit arrangements allow NEOs to select benefits tailored to their life stage and individual needs, which can vary based on factors such as age and family size. For 2024, each continuing NEO was eligible for an annual flexible benefit in an amount up to RMB 400,000 or $55,570 (RMB 500,000 or $69,462 for Ms. Wat) plus 5% of annual base salary, which can be used for housing and utilities expenses, home leave expenses, travel expenses, education expenses, financial planning, home security, and health and wellness benefits. Out of the capped budget of the flexible benefit plan, at the choice of the NEO, an amount equal to 5% of his or her annual base under the executive flexible benefits program can be deferred and paid to the executive at the time of separation. For 2024, Mr. Kuai and Ms. Zhang elected to defer 5% of their annual base salary for future payment, and Mr. Wang elected to defer 5% of his annual base salary for future payment on apro-rated basis from August 2024.
In addition, each continuing NEOs was eligible for a child education subsidy of up to RMB 200,000 or $27,785 (RMB 300,000 or $41,677 for Ms. Wat) on a reimbursement basis and a transportation allowance of RMB 150,000 or $20,839 (RMB 180,000 or $25,006 for Ms. Wat).
See the 2024 All Other Compensation Table for details regarding the perquisites received by our NEOs during 2024.
Retirement Plans. The Company offers certain executives retirement benefits under the Bai Sheng Restaurants China Holdings Limited Retirement Scheme (“BSRCHLRS”). Under the BSRCHLRS, executives may make personal contributions, and the Company provides a Company-funded contribution of 10% of a participating executive’s base salary. During 2024, Ms. Wat, Mr. Ding and Mr. Yeung were participants in the BSRCHLRS, and each participating NEO received a Company-funded contribution.
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EXECUTIVE COMPENSATION
Tax Equalization Benefits Grandfathered from YUM. Prior to ourspin-off from YUM, Ms. Wat was offered tax equalization benefits by our former parent as an element of her compensation. These tax equalization benefits represent a legacy arrangement entered into with our former parent that was intended to put Ms. Wat in the same position, from atax-liability perspective, that she would be in if she was located in her country of residence. After thespin-off, the Compensation Committee phased out tax equalization benefits for the NEOs (other than certain grandfathered benefits pursuant to legacy arrangements). Although this is a legacy arrangement entered into prior to thespin-off, compensation attributable to such arrangement will be reflected as compensation for services to the Company and will be included as compensation in the Summary Compensation Table for the applicable year.
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