DEF 14A of Yum China Holdings, Inc., Apr 11, 2024

DEF 14A of Yum China Holdings, Inc.

Filed Apr 11, 2024 · FY20230001193125-24-092259

Open on EDGAR

  1. SUMMARY INFORMATION REGARDING NOMINEES

    SUMMARY INFORMATION REGARDING NOMINEES The following table provides summary information about each of the nominees to our board of directors (the “Board of Directors” or the “Board”).

  2. SUMMARY INFORMATION REGARDING NOMINEES

    | Name | Age | Director Since | Primary Occupation | Independent | Board Committee Membership as of April 11, 2024 | | | | | | | | | | AC | CC | NG | FSS | | Fred Hu (Chairman) | 60 | 2016 | Chairman and founder of Primavera Capital Group | ✓ | | | Chair | | | Joey Wat | 52 | 2017 | Chief Executive Officer of the Company | | | | | | | Robert B. Aiken* | 61 | — | Executive Chairman of Monterey Bay Herb Co. | | | | | | | Peter A. Bassi | 74 | 2016 | Former Chairman of Yum! Restaurants International | ✓ | Chair | | | X | | Edouard Ettedgui | 72 | 2016 | Non-Executive Chairman of Alliance Française, Hong Kong | ✓ | | X | X | X | | David Hoffmann | 56 | 2023 | Chairman and Chief Executive Officer of Mammoth Holdings | ✓ | X | | | | | Ruby Lu | 53 | 2016 | Venture capitalist | ✓ | | Chair | X | | | Zili Shao | 64 | 2016 | Founder and Chairman of MountVue Capital Management Co. Ltd. | ✓ | X | | | Chair | | William Wang | 49 | 2017 | Partner of Primavera Capital Group | ✓ | | X | | | | Min (Jenny) Zhang | 50 | 2021 | Former Vice-chairlady of Huazhu Group Limited | ✓ | X | X | X | | | Christina Xiaojing Zhu | 51 | 2023 | President and Chief Executive Officer of Walmart China | ✓ | | | | |

  3. SUMMARY INFORMATION REGARDING NOMINEES

    AC – Audit Committee; CC – Compensation Committee; NG – Nominating and Governance Committee; FSS – Food Safety and Sustainability Committee; Chair – Committee Chair * Mr. Aiken is standing for election for the first time at the 2024 Annual Meeting. The following charts summarize the diversity of our director nominees.

  4. SUMMARY INFORMATION REGARDING NOMINEES

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  5. SUMMARY INFORMATION REGARDING NOMINEES

    | YUM CHINA – 2024 Proxy Statement | 3 |

  6. How are director nominees selected?

    How are director nominees selected? The Nominating and Governance Committee is responsible for recommending director candidates to the full Board for nomination and election at the annual meetings of stockholders. The Nominating and Governance Committee’s charter provides that it may retain third-party search firms to identify candidates from time to time. When the Nominating and Governance Committee engages a search firm, it provides the firm with guidance as to the skills, experience and qualifications that it is seeking in potential candidates, which may include, among other things, new directors who would contribute to the collective diversity of the Board. After conducting skills mapping and interviewing candidates, the search firm then provides a candidate list to the Nominating and Governance Committee. The Nominating and Governance Committee then interviews the candidates before any candidate is presented to the full Board for consideration and approval. In accordance with this process, the Board appointed David Hoffmann to the Board in July 2023. This year, with the assistance of a third-party search firm, the Nominating and Governance Committee identified potential candidates for the Board. After considering and evaluating a number of highly qualified candidates, the Nominating and Governance Committee recommended to the Board, and the Board determines that Robert B. Aiken be nominated to stand for election by our stockholders at the Annual Meeting.

  7. How are director nominees selected?

    | YUM CHINA – 2024 Proxy Statement | 13 |

  8. How are director nominees selected?

    The Nominating and Governance Committee will also consider director candidates recommended by stockholders or other sources in the same manner as nominees identified by the Committee. For a stockholder to submit a candidate for consideration by the Nominating and Governance Committee, a stockholder must notify the Company’s Corporate Secretary by mail at Yum China Holdings, Inc., 101 East Park Boulevard, Suite 805, Plano, Texas 75074 or at Yum China Holdings, Inc., Yum China Building, 20 Tian Yao Qiao Road, Shanghai 200030, People’s Republic of China. In accordance with the Corporate Governance Principles, our Board seeks members from diverse professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. Directors should have experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are affiliated, and are selected based upon contributions they can make to the Board and management. The Nominating and Governance Committee seeks to complete customary vetting procedures and background checks with respect to individuals suggested for potential Board membership by stockholders of the Company or other sources. We believe that each of our directors and director nominees has met the guidelines set forth in the Corporate Governance Principles. The Company is party to a shareholders agreement with Primavera Capital Group (“Primavera”), pursuant to which Primavera has identified two director designees, Dr. Fred Hu and Mr. William Wang.

  9. What are the director nominees’ qualifications and skills?

    What are the director nominees’ qualifications and skills? As listed below, our director nominees have experience, qualifications and skills across a wide range of public and private companies spanning many different industries, possessing a broad spectrum of experience both individually and collectively. They possess a diverse mix of regional, industry and professional expertise.

  10. What are the director nominees’ qualifications and skills?

    | | Executive Leadership | Industry | Information Technology/ Cybersecurity | Regional (China/Asia Pacific) | Public Company Board | | Fred Hu | ✓ | | ✓ | ✓ | ✓ | | Joey Wat | ✓ | ✓ | ✓ | ✓ | ✓ | | Robert B. Aiken | ✓ | ✓ | ✓ | | ✓ | | Peter A. Bassi | ✓ | ✓ | | | ✓ | | Edouard Ettedgui | ✓ | ✓ | | ✓ | ✓ | | David Hoffmann | ✓ | ✓ | | ✓ | ✓ | | Ruby Lu | ✓ | | ✓ | ✓ | ✓ | | Zili Shao | ✓ | | | ✓ | ✓ | | William Wang | ✓ | | ✓ | ✓ | ✓ | | Min (Jenny) Zhang | ✓ | ✓ | ✓ | ✓ | ✓ | | Christina Xiaojing Zhu | ✓ | ✓ | ✓ | ✓ | ✓ |

  11. How many shares of Company common stock do the directors and executive officers own?

    How many shares of Company common stock do the directors and executive officers own? Stock ownership information for our directors and executive officers is shown under “Stock Ownership Information.”

  12. Does the Company have a policy on hedging or other speculative trading in Company common stock?

    Does the Company have a policy on hedging or other speculative trading in Company common stock? Directors, executive officers and certain other designated employees are prohibited from speculative trading in Company common stock, including trading in puts, calls or other hedging or monetization transactions.

  13. How are directors compensated?

    How are directors compensated? Employee directors do not receive additional compensation for serving on the Board of Directors. The annual compensation for each director who is not an employee of the Company is discussed under “2023 Director Compensation.”

  14. How are directors compensated?

    | YUM CHINA – 2024 Proxy Statement | 25 |

  15. ITEM 1. Election of Directors

    ITEM 1. Election of Directors

  16. Who are the director nominees?

    Who are the director nominees? Each of the director nominees, other than Robert B. Aiken, currently serves as a director of the Company. Robert B. Aiken is being nominated as a director for election at the Annual Meeting following a search process undertaken by the Nominating and Governance Committee, as described above under “Governance of the Company—How are director nominees selected?” Each nominee has been nominated by the Board for election at the Annual Meeting to hold office for a one-year term. If elected, the nominees will hold office until the 2025 annual meeting of the Company’s stockholders and until their respective successors have been duly elected and qualified or until their earlier death, resignation or removal. The biographies of each of the nominees below contain information regarding the person’s service as a director, business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Nominating and Governance Committee and the Board to determine that the person should serve as a director for the Company. In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a director, we also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to the Company and our Board. Ages and other biographical information provided for all directors are as of April 11, 2024. There are no family relationships among any of the directors, director nominees and executive officers of the Company.

  17. What if a nominee is unwilling or unable to serve?

    What if a nominee is unwilling or unable to serve? That is not expected to occur. If it does, proxies may be voted for a substitute nominated by the Board of Directors.

  18. What vote is required to elect directors?

    What vote is required to elect directors? A nominee will be elected as a director if the number of “FOR” votes exceeds the number of “AGAINST” votes with respect to his or her election. The Board of Directors recommends that you vote FOR the election of the 11 director nominees.

  19. What vote is required to elect directors?

    | 26 | YUM CHINA – 2024 Proxy Statement |

  20. Director Nominees

    Director Nominees

  21. Director Nominees

    | | Fred Hu Age 60 Director Since 2016 | | Fred Hu has served as the chairman and founder of Primavera, a China-based global investment firm, since its inception in 2011. Prior to Primavera, Dr. Hu served in various roles at Goldman Sachs from 1997 to 2010, including as partner and chairman of Greater China at Goldman Sachs Group, Inc. From 1991 to 1996, he served as an economist at the International Monetary Fund (IMF) in Washington D.C. Dr. Hu currently is a member of the board of directors of Industrial and Commercial Bank of China Limited, a company listed on both the Hong Kong Stock Exchange (stock code: 1398) and the Shanghai Stock Exchange (SHA: 601398), and UBS Group AG, a company listed on both the SIX Swiss Stock Exchange (SIX: UBSG) and the New York Stock Exchange (NYSE: UBS). From May 2011 to May 2018, Dr. Hu served as an independent non-executive director of Hang Seng Bank Limited, a company listed on the Hong Kong Stock Exchange (stock code: 0011). From November 2014 to April 2021, he served as an independent non-executive director of Hong Kong Exchanges and Clearing Limited, a company listed on the Hong Kong Stock Exchange (stock code: 0388). From August 2020 to March 2022, he served as an independent non-executive director for Ant Group. Dr. Hu serves as a co-director of the National Center for Economic Research and a professor at Tsinghua University. Dr. Hu obtained his doctoral degree in economics from Harvard University. Dr. Hu brings to our Board extensive expertise in international affairs and the Chinese economy. In addition, Dr. Hu brings valuable business, strategic development and corporate leadership experience as well as expertise in economics, finance and global capital markets. | |

  22. Director Nominees

    | | Joey Wat Age 52 Director Since 2017 | | Joey Wat has served as a director of our Company since July 2017 and as the Chief Executive Officer of our Company since March 2018. She served as our President and Chief Operating Officer from February 2017 to February 2018 and the Chief Executive Officer, KFC from October 2016 to February 2017, a position she held at Yum! Restaurants China, from August 2015 to October 2016. Ms. Wat joined Yum! Restaurants China in September 2014 as President of KFC China and was promoted to Chief Executive Officer for KFC China in August 2015. Before joining Yum! Restaurants China, Ms. Wat served in both management and strategy positions at A.S. Watson Group (“Watson”), an international health, beauty and lifestyle retailer, in the U.K. from 2004 to 2014. Her last position at Watson was managing director of Watson Health & Beauty U.K., which operates Superdrug and Savers, two retail chains specializing in the sale of pharmacy and health and beauty products, from 2012 to 2014. She made the transition from head of strategy of Watson in Europe to managing director of Savers in 2007. Before joining Watson, Ms. Wat spent seven years in management consulting including with McKinsey & Company’s Hong Kong office from 2000 to 2003. Ms. Wat obtained a master in management degree from Kellogg School of Management at Northwestern University in 2000. Ms. Wat brings to our Board extensive knowledge of the Company’s business and her industry acumen acquired in the course of a career that included several leadership roles in retail companies. | |

  23. Director Nominees

    | YUM CHINA – 2024 Proxy Statement | 27 |

  24. Director Nominees

    | | Robert B. Aiken Age 61 | | Robert B. Aiken has served as the Executive Chairman of Monterey Bay Herb Co., a bulk herb and spice supplier, since 2021. Mr. Aiken served as Chief Executive Officer of Diversified Foodservice Supply, a foodservice supply company, from 2017 to 2020, and as President and Chief Executive Officer of Essendant Inc., a wholesale distribution company, from 2015 to 2017. Mr. Aiken served as the Chief Executive Officer of Feeding America, a hunger relief charity organization, from 2012 until 2015. Mr. Aiken was the Chief Executive Officer of Bolder Foods, a private equity firm, from 2010 to 2012. Prior to entering the private equity business in 2010, Mr. Aiken held various positions in U.S. Foodservice (now known as US Foods Holding Corp., NYSE: USFD), including as the President and Chief Executive Officer from 2007 to 2010, as President and Chief Operating Officer from 2005 to 2007, and as Executive Vice President of Sales/Marketing & Supply Chain from 2004 to 2005. Prior to that, Mr. Aiken held several positions from 1994 through 2000 at Specialty Foods Corp., including Chief Executive Officer of its Metz Baking Company subsidiary. From 2000 to 2004, Mr. Aiken also served as President and Principal of Milwaukee Sign Co. and early in Mr. Aiken’s career, he worked as a business lawyer, first with the firm Sidley & Austin and then with Wilson, Sonsini, Goodrich & Rosati. Mr. Aiken also served as an independent director and a member of compensation, nominating and governance, and finance committees of Red Robin Gourmet Burgers, Inc. (NASDAQ: RRGB) from 2010 to 2017. Mr. Aiken obtained a bachelor of Science in Business Administration degree in 1985 and a Juris Doctor degree in 1989, both from Georgetown University. Mr. Aiken will bring to our Board extensive leadership, operations and logistics experience in the restaurant and food industry. | |

  25. Director Nominees

    | | Peter A. Bassi Age 74 Director Since 2016 | | Peter A. Bassi served as Chairman of Yum! Restaurants International from 2003 to 2005 and as its President from 1997 to 2003. Prior to that position, Mr. Bassi spent 25 years in a wide range of financial and general management positions at PepsiCo, Inc., Pepsi-Cola International, Pizza Hut (U.S. and International), Frito-Lay and Taco Bell. Mr. Bassi currently serves as lead independent director and chairman of the governance and nominating committee of BJ’s Restaurant, Inc. (NASDAQ: BJRI), where he also serves on the audit committee and compensation committee. He has been a member of the board of BJ’s Restaurant, Inc. since 2004. From January 2009 to May 2019, Mr. Bassi held various positions on the board of Potbelly Corporation (NASDAQ: PBPB). From June 2015 to December 2018, Mr. Bassi served on the value optimization board for Mekong Capital Partners, a private equity firm based in Vietnam. He also served on the board of supervisors of AmRest Holdings SE (WSE: EAT) from 2013 to 2015, and served on the board of the Pep Boys—Manny, Moe & Jack from 2002 to 2009. Mr. Bassi received his master’s degree of business administration (MBA) from the University of Rhode Island in 1972. Mr. Bassi brings to our Board knowledge of the restaurant industry and global franchising, as well as financial expertise and extensive public company board and corporate governance experience. | |

  26. Director Nominees

    | 28 | YUM CHINA – 2024 Proxy Statement |

  27. Director Nominees

    | | Edouard Ettedgui Age 72 Director Since 2016 | | Edouard Ettedgui has served as the non-executive chairman of Alliance Française, Hong Kong since 2016. He also served as a non-executive director of Mandarin Oriental International Limited from April 2016 to May 2020, the company for which he was the group chief executive from 1998 to 2016. Prior to his time at Mandarin Oriental International, Mr. Ettedgui was the chief financial officer for Dairy Farm International Holdings, and he served in various roles for British American Tobacco (“BAT”), including as the business development director, group finance controller and group head of finance. From 1990 to 1996, he spent around six years with BAT Industries PLC in London, initially as the head of finance and later as the group finance controller and director for new business development. Mr. Ettedgui graduated from ESSEC Business School (France) in 1975. Mr. Ettedgui brings to our Board senior management experience in various international consumer-product industries, extensive financial expertise and public company board experience. | |

  28. Director Nominees

    | | David Hoffmann Age 56 Director Since 2023 | | David Hoffmann has served as the chairman and chief executive officer of Mammoth Holdings, a Dallas-based conveyor car wash operator since October 2021. Prior to joining Mammoth Holdings, Mr. Hoffmann held a variety of top leadership positions in the global quick service restaurant industry. Mr. Hoffmann served as Director and CEO of Dunkin’ Brands from 2018 to 2020 and as President, Dunkin’ U.S. from 2016 to 2018. Prior to joining Dunkin’ Brands, Mr. Hoffmann served as an executive for McDonald’s Corporation for 20 years in increasing areas of international responsibility, including as President of High Growth Markets, President of Asia Pacific, Middle East & Africa (APMEA), Senior Vice President and Restaurant Support Officer for APMEA, Vice President of Strategy, Insights and Development for APMEA, and Executive Vice President of McDonald’s Japan. Mr. Hoffmann received his master’s degree of business administration (MBA) from the University of Chicago in 1996. Mr. Hoffmann brings to our Board leadership experience in the global restaurant industry, strong operational expertise, and deep knowledge about doing business in China and Asia Pacific. | |

  29. Director Nominees

    | YUM CHINA – 2024 Proxy Statement | 29 |

  30. Director Nominees

    | | Ruby Lu Age 53 Director Since 2016 | | Ruby Lu is a venture capitalist investing in technology start-ups in the U.S. and China. Ms. Lu founded Atypical Ventures, an early-stage technology venture investment firm, in 2019. In 2006, she co-founded DCM China, a venture capital firm. During her more than 12-year tenure at DCM, she invested in, and served as a board member for, many leading technology companies, including BitAuto Holdings Limited, Ecommerce China Dangdang Inc. and Pactera Technology International Ltd. Prior to joining DCM in 2003, Ms. Lu was a vice president in the investment banking group of technology, media and telecommunications at Goldman Sachs & Co. in Menlo Park, California. She is currently an independent director on the boards of Unilever (NYSE: UL), Uxin Limited (NASDAQ: UXIN) and Volvo Car AB (STO: VOLCAR-B). She also served as an independent director and on the audit committee of iKang Healthcare Group, Inc. and as an independent director and Chairman of the special committee for iDreamSky Technologies Limited before these two companies were taken private, as well as an independent director of Blue City Holdings Limited (NASDAQ: BLCT). Ms. Lu obtained her master of arts from Johns Hopkins University in 1996. Ms. Lu brings to our Board public company board experience as well as extensive financial and global market experience. | |

  31. Director Nominees

    | | Zili Shao Age 64 Director Since 2016 | | Zili Shao is the founder and chairman of MountVue Capital Management Co. Ltd. Mr. Shao also serves as an independent non-executive director of Bank of Montreal (China) Co., Ltd. and an independent member of the general and supervisory board of EDP – Energias de Portugal, S.A., a multinational energy company listed on the Euronext Lisbon Stock Exchange (stock code: EDP). Mr. Shao also served as co-chairman and partner at King & Wood Mallesons China from April 2015 to May 2017. From 2010 to 2015, Mr. Shao held various positions at JP Morgan Chase & Co. (“JP Morgan”), including roles such as chairman and chief executive officer of JP Morgan China and vice chairman of JP Morgan Asia Pacific. Prior to JP Morgan, he was a partner at Linklaters LLP, a leading international law firm, for 12 years. He acted as managing partner of Linklaters of Greater China and was subsequently appointed managing partner of the Asia Pacific region. Mr. Shao obtained his master’s degree in law from the University of Melbourne in 1994. Mr. Shao brings to our Board extensive professional experience in Asia and public company board and corporate governance experience. | |

  32. Director Nominees

    | 30 | YUM CHINA – 2024 Proxy Statement |

  33. Director Nominees

    | | William Wang Age 49 Director Since 2017 | | William Wang is one of the founding partners of Primavera. Prior to Primavera, Mr. Wang served as a managing director of Goldman Sachs Merchant Banking/Principal Investment Area, where he led significant successful investments in China for the group. Prior to that, Mr. Wang worked in the investment banking division and private equity group of China International Capital Corporation Limited. Mr. Wang currently serves as a director on the board of Geely Automobile Holdings Limited, a company listed on the Hong Kong Stock Exchange (stock code: 0175), and Sunlands Technology Group, a company listed on the New York Stock Exchange (NYSE: STG), in addition to directorships at Primavera’s portfolio companies. Mr. Wang obtained a master of management degree in management science and engineering from Shanghai Jiao Tong University in 2000. Mr. Wang brings to our Board deep knowledge and investment insights of the Chinese market. | |

  34. Director Nominees

    | | Min (Jenny) Zhang Age 50 Director Since 2021 | | Min (Jenny) Zhang held various leadership positions in Huazhu Group Limited, a multi-brand hotel group listed on both the Nasdaq Stock Market (NASDAQ: HTHT) and the Hong Kong Stock Exchange (stock code: 1179) from September 2007 to August 2021, including as vice-chairlady from July 2020 to August 2021, executive vice-chairlady from November 2019 to July 2020, chief executive officer from May 2015 to November 2019, president from January 2015 to May 2015, chief financial officer from March 2008 to May 2015, chief strategic officer from November 2013 to January 2015 and senior vice president of finance from September 2007 to February 2008. Ms. Zhang served as an independent director of LAIX Inc., an artificial intelligence company listed on the New York Stock Exchange (NYSE: LAIX), from May 2020 to October 2022. She served as an independent non-executive director of Genscript Biotech Corporation, a company listed on the Hong Kong Stock Exchange (stock code: 1548), from August 2015 to November 2018, and an independent director of OneSmart Education Group Limited, a company listed on the New York Stock Exchange (NYSE: ONE), from March 2018 to February 2020. Ms. Zhang received a master of business administration degree from Harvard Business School in 2003. Ms. Zhang brings to our Board leadership experience in a consumer-focused industry in China, extensive financial expertise and public company board experience. | |

  35. Director Nominees

    | YUM CHINA – 2024 Proxy Statement | 31 |

  36. Director Nominees

    | | Christina Xiaojing Zhu Age 51 Director Since 2023 | | Christina Xiaojing Zhu is the president and chief executive officer of Walmart China. Prior to joining Walmart Group in May 2020, Ms. Zhu served as the president of Fonterra Greater China, a global dairy exporter and milk processor, where she led Fonterra group’s businesses in mainland China, Hong Kong and Taiwan region, from August 2016 to December 2019, and served as a managing director and vice president from September 2011 to July 2016. Prior to joining Fonterra, Ms. Zhu served as a vice president of Honeywell International Inc., a NYSE-listed technology company, where she was responsible for strategy and development, from January 2005 to May 2008, and served as director for strategy and business development from February 2003 to January 2005. Prior to that, Ms. Zhu worked as an engagement manager of McKinsey & Company with a focus on serving financial institutions from 1999 to 2003. Ms. Zhu currently serves as a director of Dada Nexus Limited (NASDAQ: DADA), a platform of local on-demand retail and delivery in China listed on the Nasdaq Global Select Market. Ms. Zhu also serves as a non-voting observer of JD.com, Inc., an e-commerce company that is listed on the Nasdaq Stock Market (NASDAQ: JD) and the Hong Kong Stock Exchange (stock code: 9618). Ms. Zhu received a bachelor’s degree in western studies from Beijing Foreign Studies University and an MBA from Columbia Business School. Ms. Zhu brings to our Board leadership, operational and digital experience in a customer-centric industry in China. | |

  37. Director Nominees

    | 32 | YUM CHINA – 2024 Proxy Statement |

  38. Compensation Design Guiding Principles

    | • | With a majority of the performance-based incentives granted through long-term incentive awards, our executive compensation program creates a balanced focus on our short-term and long-term goals. |

  39. Compensation Design Guiding Principles

    | • | Our executives’ performance goals are aligned with the strategic, financial and operating goals of the Company, through which the Compensation Committee seeks to motivate entrepreneurial and innovative thinking and drive above-market results. |

  40. Compensation Design Guiding Principles

    | • | Pay-for-Performance: NEO annual target total direct compensation is predominantly performance-based and at-risk, in order to reward short- and long-term performance measured against pre-established objectives, including the overall performance of the Company and individual performance and contributions. In 2023, 90% of the annual target total direct compensation for Ms. Wat and, on average, 75% of the annual target total direct compensation for our other NEOs, was variable and at-risk. |

  41. Compensation Design Guiding Principles

    | - | The Compensation Committee engages an independent compensation consultant to advise on compensation matters and establishes an executive compensation peer group for evaluating NEO pay competitiveness. |

  42. Stockholder Engagement and Board Responsiveness

    Stockholder Engagement and Board Responsiveness We engaged with stockholders representing over 50% of our total outstanding shares during 2023. The Company has received an average of 94% stockholder support on our “say on pay” proposal since 2017, the first annual meeting to occur after the Company’s listing on the NYSE. At our 2023 annual meeting of stockholders (“2023 AGM”), we received support of approximately 67% of the votes cast for the Company’s “say on pay” vote. The Compensation Committee has taken the outcome of this vote seriously. We bolstered our regular stockholder engagement program and conducted broad stockholder outreach in May 2023 and November 2023, both before and after the 2023 AGM, to solicit and understand our stockholders’ feedback regarding our executive compensation program. Executive officers and other senior members of our Human Resources, Legal, and Investor Relations teams participated in these meetings, with members of the Compensation Committee attending a majority of the meetings. The Compensation Committee responded with meaningful commitments and changes, considering common themes of stockholder feedback and the Company’s long-standing compensation philosophy. During the stockholder engagement, we heard that the 67% support rate for the 2023 “say on pay” vote was primarily due to stockholder concerns about the Compensation Committee’s decision to modify the weighting of the performance metrics applicable to the 2020 annual PSU awards (“2020 Annual PSU Awards”). As previously disclosed, the Compensation Committee placed more emphasis on the pre-established relative total shareholder return (“rTSR”) measure in recognition of the difficulty of measuring performance against absolute growth goals set before the onset of the COVID-19 pandemic and recognizing actions and performance that would enable the Company to navigate the pandemic and emerge stronger.

  43. Stockholder Engagement and Board Responsiveness

    | What we heard | What we did | | • Concern on the mid-flight changes to performance metrics applicable to the 2020 Annual PSU Awards | ✓ The Compensation Committee commits to not modifying in-flight long-term equity incentive awards held by executive officers, except in the event of extraordinary and unforeseen circumstances. ✓ Consistent with our compensation program philosophy that emphasizes pay for performance, the Compensation Committee did not make any discretionary adjustments to the payouts under our 2020 Partner PSU Awards and 2021 Annual PSU Awards (as described below) which vested in 2023, with payouts for those awards based entirely on formulaic results. | | • Desire for limited use of one-time awards | ✓ The Compensation Committee commits to not granting future one-time awards to executive officers outside of the annual STI and LTI programs, except in the cases of new hires, promotions or in the event of extraordinary and unforeseen events. | | • Support for the pre-pandemic STI program structure | ✓ The 2023 and 2024 STI program structure approved by the Compensation Committee reverted back to the STI program structure before the COVID-19 pandemic. ✓ The adjustments to the 2020 to 2022 STI programs in response to the COVID-19 pandemic which the Compensation Committee deemed necessary due to the circumstances are not expected to recur in the absence of extraordinary and unforeseen circumstances. | | • Desire for at least 50% of performance-based awards | ✓ 50% of the grant value of the 2023 and 2024 LTI awards were in PSUs. | | • Support for the inclusion of ESG metric into the LTI with moderate weighting | ✓ The Compensation Committee approved the inclusion of quantifiable ESG metrics for both the 2023 and 2024 annual PSU awards. • ESG metrics (weighted 15%) for the 2023 annual PSU awards (“2023 Annual PSU Awards”) relate to food wastage reductions and energy indirect greenhouse gas emission reductions, aligned with our public commitment in climate action. • For the ESG metrics (weighted 10%) of the 2024 annual PSU awards, the Compensation Committee selected nutrition targets relating to salt and sugar reductions in our products, in response to the growing focus on nutrition relating to restaurant companies, and the metrics chosen are aligned with our public commitment in nutrition. |

  44. Stockholder Engagement and Board Responsiveness

    | • Desire for the inclusion of a capital efficiency metric into the LTI | ✓ The Compensation Committee approved the inclusion of a return on invested capital (“ROIC”) metric for the 2024 annual PSU awards. | | • Desire for no overlapping metrics between the LTI and STI programs | ✓ The structures of the 2023 and 2024 STI and LTI programs reverted to the Company’s pre-pandemic practice of avoiding overlap between the metrics under the STI and LTI programs. | | • Desire for evaluating rTSR benchmark beyond the MSCI China Index | ✓ For the 2024 annual PSU awards, the Compensation Committee approved an rTSR performance metric against both the constituents of the MSCI China Consumer Discretionary Index and the S&P 500 Consumer Discretionary Index. • The Compensation Committee changed the rTSR benchmark group from the constituents of the MSCI China Index to the MSCI China Consumer Discretionary Index to enhance the industry relevance and size comparability in terms of market capitalization and revenues of the benchmark group. • Even though we do not operate restaurants in the United States, the Compensation Committee added the constituents in the S&P 500 Consumer Discretionary Index as an additional benchmark group to provide an additional reference of our rTSR performance against select industry peers. | | • Desire for more quantifiable individual performance goals and transparent disclosure | ✓ The Company has also reviewed and enhanced the overall CD&A disclosure in order to facilitate a better understanding of the Company’s executive compensation program, including enhanced disclosure on individual performance factors. |

  45. 2024 Executive Compensation Program to Support Business Strategy

    | Performance Measure for 2024 Annual PSU Awards | Weighting | | rTSR percentile ranking - against the constituents of MSCI China Consumer Discretionary Index (30%) - against the constituents of S&P 500 Consumer Discretionary Index (15%) | 45% | | System sales (3-year CAGR) | 25% | | ROIC (2026) | 20% | | ESG — salt and sugar reduction (3-year cumulative) | 10% |

  46. 2024 Executive Compensation Program to Support Business Strategy

    | • | The Compensation Committee changed the rTSR benchmark group from the constituents of the MSCI China Index to the MSCI China Consumer Discretionary Index to enhance the industry relevance and size comparability in terms of market capitalization and revenues of the benchmark group. |

  47. 2024 Executive Compensation Program to Support Business Strategy

    | • | In recognition of the support of our ESG goals, and in furtherance of our commitment to nutrition, 10% of the 2024 Annual PSU Awards will be subject to quantifiable goals relating to reducing salt and sugar in our products. The Compensation Committee selected such targets in response to the growing focus on nutrition relating to restaurant companies, and the metrics chosen are aligned with our public commitment in nutrition. |

  48. 2024 Executive Compensation Program to Support Business Strategy

    | • | We believe that the design of the 2024 Annual PSU Awards emphasizes the creation of stockholder value over the longer term and the importance of ESG-related goals to the Company’s long-term strategy. |

  49. 2024 Executive Compensation Program to Support Business Strategy

    | Performance Measure for 2024 STI Program | Weighting | | Adjusted operating profit growth | 50% | | Same-store sales growth | 20% | | System net new builds | 20% | | Active member spending index | 10% |

  50. 2024 Executive Compensation Program to Support Business Strategy

    | • | After considering stockholder feedback, the Compensation Committee approved more quantitative individual performance goals for the 2024 STI program. |

  51. CEO Pay-for-Performance Analysis

    | • | Ms. Wat’s compensation actually paid, based on the base salary, STI and LTI value as detailed under the section headed “Pay Versus Performance” in this proxy statement, and excluding amounts reported as All Other Compensation in the Summary Compensation Table for the reporting year (“Compensation Actually Paid (excluding All Other Compensation))”, was aligned with the TSR performance of the Company. |

  52. CEO Pay-for-Performance Analysis

    | • | The Company’s stock price and overall performance significantly impacted the value of Ms. Wat’s Compensation Actually Paid (excluding All Other Compensation). |

  53. CEO Pay-for-Performance Analysis

    | (1) Target Total Direct Compensation, or TDC, in the graph above includes base salary, target STI opportunity and grant value of annual LTI awards (excluding one-time grants). |

  54. CEO Pay-for-Performance Analysis

    | (2) Compensation actually paid, or CAP, refers to compensation actually paid, as detailed under the section headed “Pay Versus Performance.” The CAP amount adjusts compensation for a particular year as reported under the Summary Compensation Table (“SCT”) on page 80 by removing the values mandated by the SCT for equity awards granted during the year and instead including the value of equity awards granted during the year as at the indicated year end, the change in value of unvested equity awards granted in prior years as at the indicated year end compared to prior year end, and the change in value of equity awards vested during the year compared to prior year end. For details, please refer to the “Pay Versus Performance” disclosure beginning on page 96. Compensation Actually Paid (excluding All Other Compensation), or CAP (excluding All Other Compensation), further excludes all other compensation from the CAP amount. |

  55. Executive Compensation Practices

    | Executive Compensation Best Practices | | | What We Do | • We deliver a significant percentage of annual target compensation in the form of variable compensation tied to pre-established performance goals, with 90% of Ms. Wat’s 2023 annual target compensation in variable pay elements and therefore at-risk • We deliver a significant portion of target total direct compensation in the form of equity awards • We have multi-year vesting periods for equity awards • Maximum payout opportunity for STI and PSUs • The vesting of the rTSR portion of the PSU awards will be capped at target if our TSR performance is negative over the performance period • We have double-trigger vesting for equity awards in the event of a change in control under our long-term incentive plans • We maintain an equity-based awards grant policy specifying pre-determined dates for annual equity grants • We maintain a compensation recovery policy • We use an independent compensation consultant reporting directly to the Compensation Committee • We perform market comparisons of executive compensation against a relevant peer group, reflecting our competitive market as we globally compete for executive talent • We maintain Stock Ownership Guidelines, which includes a retention requirement until the guideline is achieved • We hold an annual “say on pay” vote • We maintain an annual stockholder engagement process • Our Compensation Committee regularly meets in executive session without any members of management present | | What We Don’t Do | • We do not pay dividends or dividend equivalents on PSUs unless and until they vest • We do not allow repricing of underwater SARs under our long-term incentive plan without stockholder approval • We do not allow backdating of SARs • We do not allow hedging, short sales or pledging of our securities • We do not provide for tax gross-ups relating to a change in control |

  56. ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

    ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM The Company’s executive compensation program has three primary pay components: (i) base salary; (ii) STI consisting of annual performance-based cash bonus; and (iii) LTI awards. These three components form our annual target total direct compensation for our NEOs. We believe that these key elements are aligned with the Company’s compensation philosophy and objectives of incentivizing and rewarding performance, attracting and retaining the right talent and aligning the interests of our executive officers with our stockholders. The following charts demonstrate that 2023 annual target total direct compensation for Ms. Wat, our CEO, and the other NEOs was predominantly weighted toward variable, at-risk pay elements. Such elements (consisting of the target STI opportunity and grant value of the annual LTI awards) represented approximately 90% of the 2023 annual target total direct compensation for Ms. Wat and, on average, 75% of the 2023 annual target total direct compensation for our other NEOs. In addition, 70% of the 2023 annual target total direct compensation for Ms. Wat and, on average, 53% of the 2023 annual target total direct compensation for our other NEOs, consisted of LTI awards (including PSUs and RSUs), the value of which fluctuates based on the Company’s stock price.

  57. Short-Term Incentives, or STI

    Short-Term Incentives, or STI The principal purpose of our short-term incentive, consisting of annual performance-based cash bonus, is to motivate and reward short-term team and individual performance. The following is the formula used to calculate 2023 STI payout:

  58. Short-Term Incentives, or STI

    | Base Salary | × | Target Bonus Percentage (As a % of Base Salary) | × | Team Performance Factor (0%-200%) | × | Individual Performance Factor (0%-150%) | = | Final STI Payout (Cash Bonus) |

  59. Short-Term Incentives, or STI

    The Compensation Committee believes that the above design has worked well for the Company as it allows the Company to tie the annual performance-based cash bonuses to the Company’s achievement of key financial and operational objectives, with payout determined on a formulaic basis, while also allowing the Compensation Committee to differentiate payouts to recognize key individual achievements that contribute to our overall performance and support stockholder value creation. The Compensation Committee believes that this is a balanced approach allowing us to incentivize the achievement of Company performance goals and motivate stretch individual performance. For illustration, as discussed further below, the Compensation Committee approved an overall team factor of 150% based on our formulaic results and the exercise of negative discretion, which was then adjusted by the application of the individual performance factor determined for each NEO (ranging from 90% to 135%) and which had the impact of either reducing or increasing the bonus commensurate with individual performance results. Team Performance Factors The Compensation Committee reviewed the performance measures used in the annual incentive plan to assess the program’s alignment of the incentive payouts with key performance measures of the Company’s overall business and operating segments. The Compensation Committee established the team performance measures, targets and weights for the 2023 STI program at the beginning of the year after receiving input and recommendations from management and the Compensation Committee’s compensation consultant. The team performance objectives and targets in 2023 were developed through the Company’s annual financial planning process, which took into account growth strategies, historical performance, and the existing and expected future operating environment of the Company, including the continued uncertainty resulting from the COVID-19 pandemic which presented challenges to forecasting future business results. Compared to the performance metrics that were approved for the 2022 STI program, the Compensation Committee determined to remove delivery sales growth and increase the weighting of the system net new builds performance metric in order to support the Company’s overall operational plan, including to drive sales growth from dine-in, takeaway and delivery. Consistent with prior years, the performance metrics were established as growth rate goals with 2022 as the base line measure. This methodology required performance better than in 2022 in order to receive a target payout. In addition, under the STI program design, performance below the threshold performance level would result in no bonus associated with the related metric to be paid, with bonuses subject to a maximum payout cap for performance at or above the maximum performance levels.

  60. Short-Term Incentives, or STI

    | 58 | YUM CHINA – 2024 Proxy Statement |

  61. Short-Term Incentives, or STI

    The 2023 team performance targets and weights for each measure applicable to the NEOs are outlined below.

  62. Company

    | Team Performance Measures | Threshold | Target | Maximum | Actual | Earned as a % of Target | Weighting | Final Team Performance | | Adjusted Operating Profit Growth(1) | 10% | 18% | 50% | 87% | 200% | 50% | 100% | | Same-Store Sales Growth | 0% | 2% | 10% | 7% | 165% | 15% | 25% | | System Net New Builds | 1,000 | 1,200 | 1,500 | 1,697 | 200% | 25% | 50% | | Member Activity(2) | — | — | — | — | — | 10% | 20% | | FORMULAIC COMPANY TEAM FACTOR RESULT | | | | | | | 195% | | FINAL COMPANY TEAM FACTOR AFTER NEGATIVE DISCRETION | | | | | | | 150% | | KFC | | | | | | | | | Team Performance Measures | Threshold | Target | Maximum | Actual | Earned as a % of Target | Weighting | Final Team Performance | | Adjusted Operating Profit Growth(1) | 5% | 11% | 32% | 60% | 200% | 50% | 100% | | Same-Store Sales Growth | 0% | 2% | 10% | 7% | 169% | 15% | 25% | | System Net New Builds | 800 | 900 | 1,000 | 1,202 | 200% | 25% | 50% | | Member Activity(2) | 0% | 8% | 18% | 22% | 200% | 10% | 20% | | FORMULAIC KFC TEAM FACTOR RESULT | | | | | | | 195% | | FINAL KFC TEAM FACTOR AFTER NEGATIVE DISCRETION | | | | | | | 150% |

  63. Company

    | • | Driving long-term stockholder value creation; |

  64. Long-Term Equity Incentives, or LTI

    Long-Term Equity Incentives, or LTI The Company provides long-term equity compensation to its executives to encourage decision-making that creates long-term sustainable stockholder value. In determining the size of the annual equity awards, the Compensation Committee considers the following:

  65. Long-Term Equity Incentives, or LTI

    | • | Prior year individual and team performance; |

  66. Long-Term Equity Incentives, or LTI

    | • | Expected contributions in future years; |

  67. Long-Term Equity Incentives, or LTI

    | • | The market value of the executive’s role compared with similar roles in the Company’s peer group or based on compensation survey data; and |

  68. Long-Term Equity Incentives, or LTI

    | • | Achievement of the Company’s Stock Ownership Guidelines. |

  69. Long-Term Equity Incentives, or LTI

    2023 LTI Awards Compared to 30% of PSUs in 2022, the Compensation Committee determined to increase the percentage of annual equity awards granted in the form of PSUs to 50% of the LTI grant value in order to increase the portion of the annual long-term incentive awards that are tied to pre-established performance goals. The remaining 50% of the 2023 LTI awards was granted in the form of the RSUs in order to further align with market practices and to support retention during the vesting period while maintaining the at-risk nature of the LTI program. With this change, the Company’s LTI program remains entirely at-risk as the values of the awards fluctuate based on our stock price performance and 50% of the LTI awards are granted in the form of performance-based equity.

  70. Long-Term Equity Incentives, or LTI

    | 66 | YUM CHINA – 2024 Proxy Statement |

  71. Long-Term Equity Incentives, or LTI

    The following table sets forth details of the annual equity awards granted to the NEOs in 2023.

  72. Long-Term Equity Incentives, or LTI

    | PSUs | | | | | | • Performance period: January 1, 2023 to December 31, 2025 • Performance measures, weighting and vesting schedule: | | | | | | Performance Measure | Weight | Threshold (40% Payout) | Target (100% Payout) | Maximum (200% Payout) | | rTSR Percentile Ranking(1) | 70% | 25th | 55th | 85th | | Strategic Imperative – cost transformation(2) | 15% | | | | | Company average commodity inflation index relative to China CPI Food Index | | 0.99 | 0.97 | 0.95 | | Strategic Imperative – ESG(2) | 15% | | | | | Food wastage percentage (three-year average) | | 1.89% | 1.69% | 1.49% | | Energy indirect greenhouse gas emission reductions per Company owned store (2025 versus 2020) | | 15% | 20% | 27% |

  73. Long-Term Equity Incentives, or LTI

    | (1) The rTSR is measured as the Company’s achievement of total shareholder return against the constituents of the MSCI China Index. This index was selected as the companies included are generally impacted by the same market conditions as the Company. TSR is calculated based on the average closing prices over the 20 trading days up to and including the start and end of the performance period and assumes reinvestment of dividends. The payout for the rTSR measure will be capped at target if the Company’s TSR performance is negative. (2) The Compensation Committee believed at the time that the targets for the ESG and cost transformation performance goals were rigorous yet achievable, and therefore established the targets so that they would be achieved at the target performance level, if the Company successfully executed against its operating plan during the 2023 - 2025 performance period. | | RSUs | | • Vest in three equal annual installments, beginning on the first anniversary of the grant date, subject to continued employment through the applicable vesting date. • Support the Company’s compensation philosophy of providing market-competitive compensation in order to attract and retain executive talent. • The Compensation Committee reduced the duration of the vesting schedule for the annual RSU awards from four years in 2022 to three years in 2023 in order to match the duration of the performance period for the annual PSU awards. |

  74. Long-Term Equity Incentives, or LTI

    | YUM CHINA – 2024 Proxy Statement | 67 |

  75. 2023 NEO Compensation

    | 2023 Base Salary ($) | 2023 Target Bonus Percentage (as a % of Base Salary) | 2023 Target STI Opportunity (Cash Bonus) ($) | 2023 Team Factor | 2023 Individual Performance Factor | Final 2023 STI Payout (Cash Bonus) ($) | 2023 LTI Grant Value ($) | | 1,425,000(1) | 200%(1) | 2,850,000(1) | 150% | 115% | 4,916,250 | 10,000,000(2) |

  76. 2023 NEO Compensation

    | Name | 2023 Base Salary ($) | 2023 Target Bonus Percentage (as a % of Base Salary) | | 2023 Target STI Opportunity (Cash Bonus) ($) | 2023 Team Factor | Individual Performance Factor | Final 2023 STI Payout (Cash Bonus) ($) | 2023 LTI Grant Value ($) | | Mr. Yeung | 840,000(1) | 100 | %(1) | 840,000(1) | 150% | 100% | 1,260,000 | 2,500,000(2) | | Mr. Wang(3) | 600,000 | 90 | | 540,000 | 150% | 135% | 1,047,221 | 1,300,000 | | Mr. Huang | 762,200(1) | 80 | %(4) | 609,760(1) | 150% | 100% | 934,060 | 1,000,000(4) | | Mr. Chan | 630,000(1) | 80 | %(1) | 504,000(1) | 150% | 90% | 680,400 | 1,200,000 |

  77. 2023 NEO Compensation

    | (2) Mr. Yeung’s LTI opportunity increased from $1,580,000 in 2022. The Compensation Committee approved an increase in the grant value of Mr. Yeung’s LTI awards in 2023, considering the fact that the grant value of his LTI awards was under-competitive. Following the change, Mr. Yeung’s target total direct compensation was positioned at around the median of the executive compensation peer group approved by the Compensation Committee. |

  78. 2023 NEO Compensation

    | • | target STI opportunity increased from 75% to 90% of base salary; |

  79. 2023 NEO Compensation

    | • | an increase in the LTI grant value from $750,000 in 2022; and |

  80. 2023 NEO Compensation

    | (4) Mr. Huang’s 2023 target STI opportunity decreased from 100% to 80%. Mr. Huang’s 2023 LTI grant value decreased from $1,330,000 in 2022. |

  81. Other Elements of Executive Compensation Program

    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 compensation consultant. The award agreements with respect to the Company’s outstanding equity awards also provide for pro-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 NEOs in connection with a termination of employment or change in control as of December 31, 2023. Huang and Chan Transitions. In connection with each of their separations from the Company, the Company entered into transition and advisor agreements with each of Mr. Huang and Mr. Chan. Under the transition and advisor agreements, each served in their respective positions through December 31, 2023 and then assumed the role as an advisor to assist on various transition matters relating to their roles (through June 30, 2024 in the case of Mr. Huang and February 29, 2024 in

  82. Payout of Prior PSU Awards

    Payout of Prior PSU Awards 2020 Partner PSU Awards Payout As previously disclosed in the Company’s 2021 Proxy Statement, in February 2020, the Compensation Committee granted PSU awards (the “2020 Partner PSU Awards”) to select employees of the Company and its subsidiaries who were deemed critical to the Company’s execution of its strategic operating plan, including each of the NEOs. The 2020 Partner PSU Awards were scheduled to vest based on the Company’s achievement of performance goals relating to stock price, growth in adjusted total revenue and adjusted EBITDA, and transformational objectives over a four-year performance period commencing on January 1, 2020 and ending on December 31, 2023. Based on performance, vesting could range from 0% to 200% of the target number of shares subject to the 2020 Partner PSU Awards. The 2020 Partner PSU Awards were one-time in nature and were granted to (i) address increased competition from new retail platform companies in China as well as other startup companies and the pay gap between the Company’s executive compensation program and the relevant competitive market, (ii) incentivize an entrepreneurial mindset and transformational performance that the Compensation Committee believes will contribute to business growth and exceptional stockholder value creation, and (iii) facilitate long-term retention, which had become increasingly important in light of senior leadership changes over the several years preceding the granting of the 2020 Partner PSU Awards. The table below sets forth the threshold, target and maximum achievement levels, weights and actual results for each measure of the 2020 Partner PSU Awards:

  83. Payout of Prior PSU Awards

    | Performance Measure | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual | Earned as a % of Target | Weighting | Final Team Performance | | Stock Price(1) | $60 | $80 | $100 | $65.55 | 63.9% | 55% | 35.1% | | Adjusted Total Revenue CAGR(2) | 5% | 8% | 12% | 7.5% | 91.2% | 20% | 18.2% | | Adjusted EBITDA CAGR(3) | 4% | 7% | 10% | 4.7% | 62.0% | 15% | 9.3% | | Transformational Objectives(4) | — | — | — | — | 200% | 10% | 20% | | Final Payout Ratio | | | | | | | 82.6% |

  84. Payout of Prior PSU Awards

    | (1) Stock Price represents the highest rolling average (i.e., the arithmetic mean) of the closing prices of a share of the Company’s common stock for any sixty (60) consecutive trading days during the performance period. |

  85. Payout of Prior PSU Awards

    | (2) Adjusted Total Revenue represents total revenues as reported in the Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2023 (the “Audited Financial Statements”), but adjusted to exclude (i) revenues from transactions with franchisees and unconsolidated affiliates; (ii) revenues generated from certain emerging brands; and (iii) the impact of foreign currency fluctuations. The performance goal is measured from 2019 year-end results, which is the base year for measuring CAGR. |

  86. Payout of Prior PSU Awards

    | (3) Adjusted EBITDA represents adjusted EBITDA presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, but further adjusted to exclude (i) EBITDA generated from certain emerging brands; (ii) certain non-recurring adjustments; and (iii) the impact of foreign currency fluctuations. The performance goal is measured from 2019 year-end results, which is the base year for measuring CAGR. |

  87. Payout of Prior PSU Awards

    | 72 | YUM CHINA – 2024 Proxy Statement |

  88. Payout of Prior PSU Awards

    | (4) Transformational objectives for the 2020 Partner PSU Awards related to end-to-end digitalization, which is measured based on the progress and achievements of end-to-end digitalization projects spanning from farm to table for the purpose of integrating key operational and supplier data, improving operational efficiency, and enhancing customer experience. The Compensation Committee regularly reviewed the progress of the end-to-end projects during the performance period. In determining a payout of 200% of this performance metric, the factors considered by the Compensation Committee included the following: |

  89. Payout of Prior PSU Awards

    | • | The scope of end-to-end digitalization projects completed had expanded compared to the pre-set goals, among which the Intelligent Food Safety, a food safety and quality management system leveraging big data and algorithms, won the “First Prize of Science and Technology Innovation” of the Chinese Food Science and Technology Award. |

  90. Payout of Prior PSU Awards

    | • | The end-to-end digitalization was instrumental in driving the growth of our membership program and digital sales, including through the deployment of artificial intelligence technology. The loyalty program of KFC and Pizza Hut exceeded 470 million members by the end of 2023, nearly doubled compared to approximately 240 million by the end of 2019. Member sales accounted for approximately 65% of KFC and Pizza Hut’s system sales in the aggregate in 2023. Digital sales more than doubled from $4.3 billion in 2019 to $9.2 billion in 2023. |

  91. Payout of Prior PSU Awards

    | • | The Company’s investment in end-to-end digitalization greatly contributed to operational efficiency, including through real-time inventory visibility from logistics centers to stores, sales forecasting, smart inventory replenishment at our stores and labor scheduling, which we believe will support the Company in achieving its future growth goals. |

  92. Payout of Prior PSU Awards

    Based on the Company’s performance against the pre-established performance objectives, the Compensation Committee certified a payout level of 82.6% of target. As noted above, the Compensation Committee did not make any discretionary adjustments to the formulaic payout results under the 2020 Partner PSU Awards. 2021 Annual PSU Awards Payout 2023 represented the final year of the 2021-2023 performance period for the 2021 annual PSU awards (the “2021 Annual PSU Awards”) previously disclosed in the Company’s 2022 proxy statement. Under the 2021 Annual PSU program, PSUs would be settled in shares of our common stock based on continued service and the achievement of the underlying performance goals relating to rTSR, growth in adjusted total revenue and adjusted diluted earnings per common share, during the three-year performance period from January 1, 2021 to December 31, 2023. Based on performance, vesting could range from 0% to 200% of the target number of shares subject to the 2021 Annual PSU Awards, with vesting for the PSUs subject to the rTSR performance goal capped at target if the Company’s absolute TSR during the performance period was negative.

  93. Payout of Prior PSU Awards

    | YUM CHINA – 2024 Proxy Statement | 73 |

  94. Payout of Prior PSU Awards

    The table below sets forth the threshold, target and maximum achievement levels, weights and actual results for each measure of the 2021 Annual PSU Awards:

  95. Payout of Prior PSU Awards

    | Performance Measure | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual | Earned as a % of Target | Weighting | Final Team Performance | | rTSR Percentile Ranking(1) | 30th | 55th | 80th | 57th | 100.0% | 50% | 50.0% | | Adjusted Total Revenue CAGR(2) | 8% | 11% | 14% | 12.7% | 156.8% | 25% | 39.2% | | Adjusted Diluted EPS CAGR(3) | 10% | 14% | 18% | 18.7% | 200.0% | 25% | 50.0% | | Final Payout Ratio | | | | | | | 139.2% |

  96. Payout of Prior PSU Awards

    | (1) The rTSR is measured as the Company’s achievement of total shareholder return against the constituents of the MSCI China Index. TSR was calculated based on the average closing prices over the 20 trading days up to and including the start and end of the performance period and assumes reinvestment of dividends. The payout for the rTSR measure would be capped at target if the Company’s TSR performance is negative. |

  97. Payout of Prior PSU Awards

    | (2) Adjusted Total Revenue represents total revenues as reported in the Audited Financial Statements, but adjusted to exclude (i) revenues from transactions with franchisees and unconsolidated affiliates; (ii) revenues generated from certain emerging brands; and (iii) the impact of foreign currency fluctuations. The performance goal is measured from 2020 year-end results, which is the base year for measuring CAGR. |

  98. Payout of Prior PSU Awards

    | (3) Adjusted Diluted EPS is defined as Adjusted Net Income divided by Adjusted Weighted-Average Common and Diluted Potential Common Shares Outstanding, where: |

  99. Payout of Prior PSU Awards

    | • | Adjusted Net Income represents adjusted net income presented in the Company’s Annual Report on Form 10-K, but further adjusted to exclude: (i) income generated from certain emerging brands; (ii) income tax expense impact of planned or actual repatriations; (iii) investment gains or losses for equity investments measured at fair value; (iv) certain non-recurring adjustments; (v) the impact of foreign currency fluctuations; and (vi) the income tax effect of the above adjustments. The performance goal is measured from 2020 year-end results, which is the base year for measuring CAGR. |

  100. Payout of Prior PSU Awards

    | • | Adjusted Weighted-Average Common and Diluted Potential Common Shares Outstanding represents weighted-average common and diluted potential common shares outstanding presented in Note 5 to the Audited Financial Statements, and adjusted to exclude: (i) impact on share count associated with certain share repurchases; (ii) impact on share count as a result of the Company’s global offering and secondary listing on the HKEX; (iii) impact on outstanding shares held by employees of YUM; and (iv) diluted shares associated with the 2020 Partner PSU Awards. |

  101. Payout of Prior PSU Awards

    Based on the Company’s performance against the pre-established performance goals, the Compensation Committee certified a payout level of 139.2% of target. As noted above, the Compensation Committee did not make any discretionary adjustments to the formulaic payout results under the 2021 Annual PSU Awards.

  102. Payout of Prior PSU Awards

    | 74 | YUM CHINA – 2024 Proxy Statement |

  103. Executive Compensation Philosophy

    | • | Pay-for-Performance: NEO annual target total direct compensation is predominantly performance-based and at-risk, in order to reward short- and long-term performance measured against pre-established objectives, including the overall performance of the Company and individual performance and contributions. |

  104. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee sought advice and counsel from its independent compensation consultant Mercer (Hong Kong) Limited (“Mercer”) on the appropriateness and competitiveness of 2023 target compensation levels for our NEOs, the design of our executive compensation program and policies, and compensation related governance items, including policy positions of institutional stockholders and their advisors. Mercer attended all Committee meetings, including executive sessions without management and addressed various other matters as requested by the Committee. The Compensation Committee has assessed the independence of Mercer pursuant to NYSE rules and conflicts of interest specifically enumerated by the SEC’s six factors, and the Company has concluded that Mercer’s work for the Compensation Committee does not raise any conflicts of interest. The Compensation Committee annually reviews its relationship with Mercer and determines whether to renew the engagement. Only the Compensation Committee has the right to approve the services to be provided by, or to terminate the services of, its compensation consultant.

  105. Role of the Independent Compensation Consultant

    | YUM CHINA – 2024 Proxy Statement | 75 |

  106. Executive Compensation Peer Group

    Executive Compensation Peer Group One of the key objectives of our executive compensation program is to motivate and retain the right talent by providing reasonable and competitive compensation that reflects our business and the geography in which we operate. We use a peer group of publicly listed companies to assess the levels of different components of our overall compensation program to evaluate whether they remain competitive and to evaluate our annual and long-term incentive program design and structure. The peer group approved by the Compensation Committee based on a recommendation from the independent compensation consultant is based on objective screening criteria and consists in general of similarly sized companies in the restaurant, hospitality and food products sectors in the United States, Greater China and Europe as well as companies that proxy advisory firms consider to be peers of the Company which have publicly available compensation data disclosure. While we do not operate restaurants in the United States or Europe, consistent with the recommendation of Mercer, we have included companies from those regions in the peer group to reflect our competitive market as we globally compete for executive talent from those markets. In September 2022, following discussion, the Compensation Committee decided to maintain the same peer group of 17 U.S. and nine non-U.S. companies that was used to evaluate 2022 compensation decisions and reapproved the following peer group for assessing 2023 compensation. Yum China ranked at the 50th percentile on revenue and market capitalization among the peer group. For NEOs other than our CEO, data from our 2023 peer group was supplemented by composite data from companies included in three executive compensation surveys conducted by Mercer in China, Hong Kong, and the U.S., size-adjusted to reflect the Company’s revenue. The survey information provided us with broader information regarding pay levels in the geographies in which we operate and compete for executive talent. During 2023, the Compensation Committee reviewed a report summarizing compensation levels at the 25th, 50th and 75th percentiles of the peer group and, as applicable, of the survey data for positions comparable to our NEOs. The report compared target and actual total cash compensation (base salary and annual incentives) and total direct compensation (base salary plus annual incentives plus long-term incentives) for each of the NEOs against these benchmarks. The Compensation Committee also reviewed detailed tally sheets that captured comprehensive compensation, benefits and stock ownership details, and comparisons of the CEO’s realized total direct compensation and realizable equity vis-à-vis that of the peer group. The Compensation Committee considered this information, as well as the peer group data described above when making compensation decisions.

  107. Executive Compensation Peer Group

    | 76 | YUM CHINA – 2024 Proxy Statement |

  108. Competitive Positioning

    Competitive Positioning At the beginning of 2023, the Compensation Committee considered executive compensation peer group data as a frame of reference for establishing target compensation levels for base salary and annual and long-term incentive opportunities for each NEO. The Compensation Committee conducted a consistent and rigorous review of the market data provided by the independent compensation consultant and set target total direct compensation to be competitive with the market data, while taking into account internal pay equity, each executive’s experience, leadership impact and criticality to our strategy and mission, as well as competitive recruiting and retention pressures.

  109. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE The following table and footnotes summarize the total compensation awarded to, earned by or paid to the NEOs for fiscal year 2023 and, to the extent required by SEC executive compensation disclosure rules, fiscal years 2022 and 2021. The Company’s NEOs for the 2023 fiscal year are its CEO, CFO, and the three other most highly compensated executive officers who were serving as executive officers as of December 31, 2023.

  110. 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option/ SAR Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($)(4) | Adjusted Total Compensation Without Legacy Tax Reimbursements ($)(5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Joey Wat | 2023 | 1,425,000 | — | 10,000,132 | — | 4,916,250 | 3,994,410 | 20,335,792 | 16,706,971 | | Chief Executive Officer | 2022 | 1,418,750 | — | 6,035,116 | 3,250,011 | 4,788,000 | 401,002 | 15,892,879 | 15,892,879 | | | 2021 | 1,341,667 | — | 5,703,920 | 3,000,004 | 3,607,246 | 2,902,835 | 16,555,672 | 13,993,639 | | Andy Yeung | 2023 | 840,000 | — | 2,500,076 | — | 1,260,000 | 219,992 | 4,820,068 | — | | Chief Financial Officer | 2022 | 836,667 | — | 1,458,490 | 790,010 | 1,411,200 | 198,795 | 4,695,162 | — | | | 2021 | 791,512 | — | 2,401,075 | 750,014 | 1,032,164 | 135,769 | 5,110,534 | — | | Warton Wang | 2023 | 565,360 | — | 1,300,132 | — | 1,047,221 | 99,679 | 3,012,392 | — | | General Manager, KFC | | | | | | | | | | | Johnson Huang | 2023 | 762,200 | — | 1,000,068 | — | 934,060 | 330,604 | 3,026,932 | — | | Former Chief Customer Officer | 2022 | 760,350 | — | 1,333,522 | 665,014 | 970,896 | 305,908 | 4,035,690 | — | | | 2021 | 740,000 | — | 667,558 | 625,000 | 847,441 | 320,245 | 3,200,244 | — | | Joseph Chan | 2023 | 630,000 | — | 1,200,069 | — | 680,400 | 199,946 | 2,710,415 | — | | Former Chief Legal Officer | 2022 | 627,500 | — | 1,045,708 | 600,004 | 483,840 | 172,256 | 2,929,308 | — | | | 2021 | 595,000 | — | 2,100,748 | 562,502 | 619,967 | 177,468 | 4,055,685 | — |

  111. 2023 SUMMARY COMPENSATION TABLE

    | (1) The amounts reported in this column for 2023 represent the grant date fair value of the 2023 Annual PSU Awards and RSU awards granted to each Named Executive Officer, calculated in accordance with Accounting Standards Codification Topic 718 (“ASC 718”), Compensation—Stock Compensation. The grant date fair value for the RSU awards was calculated by multiplying the number of RSUs granted by the closing price of a share of Company common stock on the date of grant. With respect to the 2023 Annual PSU Awards, the fair value of rTSR performance measures was determined based on the outcome of a Monte-Carlo simulation model, and the fair value of other performance measures was based on the closing price of our common stock on the date of grant, and the number of PSUs granted. See Note 14 to the Audited Financial Statements for further discussion of the relevant assumptions used in calculating the grant date fair value of RSU and PSU awards. The maximum value of the 2023 Annual PSU Awards at the grant date assuming that the highest level of performance conditions will be achieved is as follows: Ms. Wat, $6,500,159; Mr. Yeung, $1,625,083; Mr. Wang, $845,143; Mr. Huang, $650,033; and Mr. Chan, $780,065. |

  112. 2023 SUMMARY COMPENSATION TABLE

    | (2) Amounts in this column reflect the annual incentive awards earned for the applicable fiscal year performance periods under the annual bonus program, which is described further in our CD&A under the heading “Short-Term Incentives, or STI.” |

  113. 2023 SUMMARY COMPENSATION TABLE

    | (3) The amounts in this column for 2023 are detailed in the 2023 All Other Compensation Table and footnotes to that table, which follow. |

  114. 2023 SUMMARY COMPENSATION TABLE

    | (4) Certain compensation included in the Salary, Non-Equity Incentive Plan Compensation and All Other Compensation columns was denominated in Chinese Renminbi or Hong Kong dollars, which were converted to U.S. dollars using an exchange rate of 7.08 and 7.83 respectively. |

  115. 2023 SUMMARY COMPENSATION TABLE

    | 80 | YUM CHINA – 2024 Proxy Statement |

  116. 2023 SUMMARY COMPENSATION TABLE

    | (5) The amounts in this column are calculated by subtracting the legacy tax reimbursements reflected in the 2023 All Other Compensation Table below for the CEO from the “Total” column for the CEO. Prior to our spin-off from YUM, two of our NEOs, Ms. Wat and Mr. Huang, were offered tax equalization benefits by our former parent as an element of their compensation. These tax equalization benefits represent a legacy benefit extended to certain NEOs by YUM prior to the spin-off, which was intended to put the NEO in the same position, from a tax-liability perspective, that he or she would be in if they were located in their country of residence. After the spin-off, the Compensation Committee phased out tax equalization benefits for the NEOs (other than certain grandfathered benefits pursuant to the legacy arrangements). In 2023, Ms. Wat exercised her 2015 and 2016 SARs as well as part of her 2017 SARs. The amount reported in the 2023 Summary Compensation Table for the CEO includes the tax reimbursement of $3.6 million in connection with Ms. Wat’s exercise of SARs granted prior to 2018. We are providing this supplemental Total by subtracting the legacy tax reimbursements reflected in the 2023 All Other Compensation Table below from the “Total” column as we believe it better reflects the compensation decisions made by the Compensation Committee because the compensation received pursuant to the grandfathered tax reimbursements represents legacy contractual agreements entered into prior to the spin-off. The amounts reported in this column differ from, and are not a substitute for, the amounts reported in the “Total” column, as calculated pursuant to the Summary Compensation Table rules. As shown in the Outstanding Equity Awards at 2023 Fiscal-Year End table, Ms. Wat held 80,197 shares of 2017 SARs with an exercise price of $26.56, which remains subject to the tax equalization benefits. By way of illustration, if these SARs were exercised at $42.43 per share (the closing price of the Company common stock on December 29, 2023), the remaining tax equalization benefit would be approximately $650,000. |

  117. 2023 SUMMARY COMPENSATION TABLE

    | YUM CHINA – 2024 Proxy Statement | 81 |

  118. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS The following table provides information on the annual incentive program that the Company’s NEOs participated in during 2023, including the 2023 Annual PSU Awards and RSUs granted under the 2022 LTIP in 2023 to the Company’s NEOs.

  119. 2023 GRANTS OF PLAN-BASED AWARDS

    | Name | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option/ SAR Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option/ SAR Awards ($/Sh) | Grant Date Fair Value of Stock, Option and SAR Awards ($)(3) | | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Ms. Wat | — | — | 2,850,000 | 8,550,000 | — | — | — | — | — | — | — | | | 2/9/2023(4) | — | — | — | 25,735 | 64,338 | 128,676 | — | — | — | 5,000,099 | | | 2/9/2023 | — | — | — | — | — | — | 80,464 | — | — | 5,000,033 | | Mr. Yeung | — | — | 840,000 | 2,520,000 | — | — | — | — | — | — | — | | | 2/9/2023(4) | — | — | — | 6,434 | 16,085 | 32,170 | — | — | — | 1,250,068 | | | 2/9/2023 | — | — | — | — | — | — | 20,116 | — | — | 1,250,008 | | Mr. Wang | — | — | 540,000 | 1,620,000 | — | — | — | — | — | — | — | | | 2/9/2023(4) | — | — | — | 3,346 | 8,365 | 16,730 | — | — | — | 650,085 | | | 2/9/2023 | — | — | — | — | — | — | 10,461 | — | — | 650,047 | | Mr. Huang | — | — | 609,760 | 1,829,280 | — | — | — | — | — | — | — | | | 2/9/2023(4) | — | — | — | 2,574 | 6,434 | 12,868 | — | — | — | 500,027 | | | 2/9/2023 | — | — | — | — | — | — | 8,047 | — | — | 500,041 | | Mr. Chan | — | — | 504,000 | 1,512,000 | — | — | — | — | — | — | — | | | 2/9/2023(4) | — | — | — | 3,088 | 7,721 | 15,442 | — | — | — | 600,045 | | | 2/9/2023 | — | — | — | — | — | — | 9,656 | — | — | 600,024 |

  120. 2023 GRANTS OF PLAN-BASED AWARDS

    | (1) Amounts in columns (c), (d) and (e) provide the minimum, target and maximum amounts payable as annual incentive compensation to each NEO based on team and individual performance during 2023. The actual amounts of annual incentive compensation awards paid for 2023 performance are shown in the “Non-Equity Incentive Plan Compensation” column of the 2023 Summary Compensation Table. The performance measurements, performance targets and target bonus percentages are described in the CD&A, beginning under the heading “Short-term Incentives, or STI.” |

  121. 2023 GRANTS OF PLAN-BASED AWARDS

    | (2) Amounts in column (i) represent the number of RSUs awarded to each NEO. RSUs vest in equal installments on the first, second and third anniversaries of the grant date, subject to the recipient’s continued employment through the applicable vesting date. During the vesting period, the RSUs will be adjusted to reflect the accrual of dividend equivalents, which will be distributed as additional Company shares at the same time and to the extent the underlying shares vest. |

  122. 2023 GRANTS OF PLAN-BASED AWARDS

    | (3) The amounts reported in this column for 2023 represent the grant date fair value of the 2023 Annual PSU Awards and RSU awards granted to each of the NEOs, calculated in accordance with ASC 718. With respect to the 2023 Annual PSU awards, the fair value of rTSR performance measures was determined based on the outcome of a Monte-Carlo simulation model, and the fair value of other performance measures was based on the closing price of our common stock on the date of grant, and the number of PSUs granted. See Note 14 to the Company’s Audited Financial Statements for further discussion of the relevant assumptions used in calculating the grant date fair value for the RSU and PSU awards. |

  123. 2023 GRANTS OF PLAN-BASED AWARDS

    | YUM CHINA – 2024 Proxy Statement | 83 |

  124. 2023 GRANTS OF PLAN-BASED AWARDS

    | (4) Amounts reported in this row and associated with columns (f), (g) and (h) provide the threshold, target and maximum numbers of shares of common stock that may be received by the grantee upon vesting of the 2023 Annual PSU Awards. The 2023 Annual PSU Awards granted to each of the NEOs on February 9, 2023 will be settled in shares of common stock, subject to the achievement of performance goals relating to rTSR, commodity cost inflation management and food waste and energy indirect greenhouse gas emission reductions during the performance period beginning on January 1, 2023 and ending on December 31, 2025, and the NEO’s continued employment through the last day of the performance period. Amounts reported in the “Threshold” column represent payout of 40% of target PSUs awarded, and amounts reported in the “Maximum” column represent payout of 200% of the target PSUs awarded. During the performance period, the target PSUs will be adjusted to reflect the accrual of dividend equivalents, which will be adjusted to reflect the attainment level of performance-based vesting conditions and will be distributed as additional Company shares at the same time and to the extent the underlying shares vest. |

  125. 2023 GRANTS OF PLAN-BASED AWARDS

    | 84 | YUM CHINA – 2024 Proxy Statement |

  126. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END The following table shows the number of Company shares covered by exercisable and unexercisable SARs, unvested RSUs and unvested PSUs held by the Company’s NEOs on December 31, 2023. The amounts reported include RSUs and PSUs, as applicable, acquired through the accrual of dividend equivalents. This table excludes any YUM shares received by the NEOs upon conversion of their outstanding YUM equity awards in connection with the spin-off. The 2022 Lavazza ESOP Grants (as defined below) are separately reported in Outstanding 2022 Lavazza ESOP Grants at 2023 Year-End table below.

  127. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    | | | Option/SAR Awards | | | | | Stock Awards | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options/ SARs (#) Exercisable | Number of Securities Underlying Unexercised Options/ SARs (#) Unexercisable(1) | | Option/ SAR Exercise Price ($) | Option/ SAR Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | (a) | (b) | (c) | (d) | | (e) | (f) | (g) | | (h) | (i) | (j) | | Ms. Wat | 2/10/2017 | 80,197 | — | | 26.56 | 2/10/2027 | — | | — | — | — | | | 2/9/2018 | 186,151 | — | | 40.29 | 2/9/2028 | — | | — | — | — | | | 2/7/2019 | 186,100 | — | | 41.66 | 2/7/2029 | — | | — | — | — | | | 2/7/2020 | 140,297 | 46,766 | (i) | 42.71 | 2/7/2030 | — | | — | — | — | | | 2/5/2021 | 85,994 | 85,995 | (ii) | 57.39 | 2/5/2031 | 44,814 | (i) | 1,901,471 | — | — | | | 2/10/2022 | 52,242 | 156,727 | (iii) | 50.16 | 2/10/2032 | 19,829 | (ii) | 841,350 | 29,172(i) | 1,237,759 | | | 2/9/2023 | — | — | | — | — | 81,251 | (iii) | 3,447,490 | 64,967(ii) | 2,756,569 | | Mr. Yeung | 2/7/2020 | 33,672 | 11,224 | (i) | 42.71 | 2/7/2030 | — | | — | — | — | | | 2/5/2021 | 21,499 | 21,499 | (ii) | 57.39 | 2/5/2031 | 28,681 | (i) | 1,216,955 | — | — | | | 2/10/2022 | 12,699 | 38,097 | (iii) | 50.16 | 2/10/2032 | 4,820 | (ii) | 204,499 | 7,092(i) | 300,903 | | | 2/9/2023 | — | — | | — | — | 20,313 | (iii) | 861,873 | 16,242(ii) | 689,164 | | Mr. Wang | 2/6/2015 | 10,225 | — | | 22.32 | 2/6/2025 | — | | — | — | — | | | 2/5/2016 | 14,513 | — | | 21.06 | 2/5/2026 | — | | — | — | — | | | 2/10/2017 | 11,550 | — | | 26.56 | 2/10/2027 | — | | — | — | — | | | 2/9/2018 | 6,942 | — | | 40.29 | 2/9/2028 | — | | — | — | — | | | 2/7/2019 | 10,479 | — | | 41.66 | 2/7/2029 | — | | — | — | — | | | 2/7/2020 | 4,828 | 1,610 | (i) | 42.71 | 2/7/2030 | — | | — | — | — | | | 2/5/2021 | 6,020 | 6,020 | (ii) | 57.39 | 2/5/2031 | — | | — | — | — | | | 2/10/2022 | 3,617 | 10,851 | (iii) | 50.16 | 2/10/2032 | 1,374 | (ii) | 58,312 | 2,020(i) | 85,700 | | | 5/5/2022 | | | | | | 7,491 | (iv) | 317,859 | — | — | | | 2/9/2023 | — | — | | — | — | 10,563 | (iii) | 448,203 | 8,447(ii) | 358,399 | | Mr. Huang | 2/6/2015 | 10,149 | — | | 22.32 | 2/6/2025 | — | | — | — | — | | | 2/5/2016 | 13,772 | — | | 21.06 | 2/5/2026 | — | | — | — | — | | | 11/11/2016 | 24,423 | — | | 26.98 | 11/11/2026 | — | | — | — | — | | | 2/10/2017 | 37,258 | — | | 26.56 | 2/10/2027 | — | | — | — | — | | | 2/9/2018 | 32,543 | — | | 40.29 | 2/9/2028 | — | | — | — | — | | | 2/7/2019 | 32,754 | — | | 41.66 | 2/7/2029 | — | | — | — | — | | | 2/7/2020 | 33,672 | 11,224 | (i) | 42.71 | 2/7/2030 | — | | — | — | — | | | 2/5/2021 | 17,915 | 17,916 | (ii) | 57.39 | 2/5/2031 | — | | — | — | — | | | 2/10/2022 | 10,689 | 32,070 | (iii) | 50.16 | 2/10/2032 | 4,058 | (ii) | 172,195 | 5,970(i) | 253,291 | | | 2/9/2023 | — | — | | — | — | 8,126 | (iii) | 344,775 | 6,497(ii) | 275,666 |

  128. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    | YUM CHINA – 2024 Proxy Statement | 85 |

  129. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    | | | Option/SAR Awards | | | | Stock Awards | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options/ SARs (#) Exercisable | Number of Securities Underlying Unexercised Options/ SARs (#) Unexercisable(1) | Option/ SAR Exercise Price ($) | Option/ SAR Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | (h) | (i) | (j) | | Mr. Chan | 2/7/2020 | 22,448 | 7,483(i) | 42.71 | 2/7/2030 | — | | — | — | — | | | 2/5/2021 | 16,124 | 16,124(ii) | 57.39 | 2/5/2031 | 26,888 | (i) | 1,140,874 | — | — | | | 2/10/2022 | 9,644 | 28,935(ii) | 50.16 | 2/10/2032 | 3,660 | (ii) | 155,313 | 5,386(i) | 228,534 | | | 2/9/2023 | — | — | — | — | 9,750 | (iii) | 413,712 | 7,797(ii) | 330,807 |

  130. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    | (1) The actual vesting dates for unexercisable SARs are as follows: |

  131. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    | (i) Remainder of the unexercisable award vested on February 7, 2024. |

  132. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    | (ii) One-half of the unexercisable award vested or will vest on each of February 5, 2024 and 2025. |

  133. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    | (iii) | One-third of the unexercisable award vested or will vest on each of February 10, 2024, 2025 and 2026. |

  134. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    | (2) The actual vesting dates for unvested RSUs are as follows: |

  135. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    | (i) The RSUs vested in full on February 5, 2024. |

  136. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    | (ii) One-third of the RSUs vested or will vest on each of February 10, 2024, 2025 and 2026. |

  137. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    | (iii) | One-third of the RSUs vested or will vest on each of February 9, 2024, 2025 and 2026. |

  138. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    | (iv) One-half of the RSUs will vest on each of May 5, 2024 and 2025. |

  139. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    | (3) The market value of each award is calculated by multiplying the number of shares covered by the award by $42.43, the closing price of the Company’s stock on the NYSE on December 29, 2023. |

  140. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    | (4) The awards reported in this column represent PSU awards granted to the NEOs with the following vesting terms: |

  141. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    | (i) PSU awards that are scheduled to vest based on the Company’s achievement of the rTSR performance goal over the January 1, 2022 through December 31, 2024 performance period, subject to the NEO’s continued employment through the last day of the performance period except as otherwise provided for in the underlying equity award agreement upon a qualifying termination of employment. In accordance with SEC disclosure rules, the amount reported for this award is reported assuming target payout. Based on performance, these PSUs will vest in full on December 31, 2024. |

  142. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    | (ii) PSU awards that are scheduled to vest based on the Company’s achievement of performance goals relating to rTSR, commodity cost inflation management and food waste and energy indirect greenhouse gas emission reductions over the January 1, 2023 through December 31, 2025 performance period, subject to the NEO’s continued employment through the last day of the performance period except as otherwise provided for in the underlying equity award agreement upon a qualifying termination of employment. In accordance with SEC disclosure rules, the amount reported for this award is reported assuming target payout. Based on performance, these PSUs will vest in full on December 31, 2025. |

  143. 2023 OPTION/SAR EXERCISES AND STOCK VESTED

    2023 OPTION/SAR EXERCISES AND STOCK VESTED The table below shows the number of Company shares acquired during 2023 upon the exercise of Company SAR awards and the vesting of Company stock awards and before payment of applicable withholding taxes and broker commissions. This table does not include any shares acquired upon the exercise or vesting of outstanding YUM equity awards.

  144. 2023 OPTION/SAR EXERCISES AND STOCK VESTED

    | | Option/SAR Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | (a) | (b) | (c) | (d) | (e) | | Ms. Wat | 109,989 | 6,809,752 | 336,565 | 14,403,214 | | Mr. Yeung | — | — | 62,344 | 2,675,172 | | Mr. Wang | 3,975 | 185,766 | 27,035 | 1,155,643 | | Mr. Huang | 10,707 | 663,939 | 59,217 | 2,537,793 | | Mr. Chan | — | — | 46,772 | 2,007,288 |

  145. 2023 OPTION/SAR EXERCISES AND STOCK VESTED

    | (1) This amount includes the number of shares acquired upon the vesting of the 2020 Partner PSUs based on performance during the 2020-2023 performance period and 2021 Annual PSUs based on performance during the 2021-2023 performance period, with the value realized on vesting determined based on the closing price of our common stock on December 29, 2023. This amount also includes the number of shares acquired upon vesting of RSU awards, with the value realized on vesting determined based on the closing price of our common stock on the applicable vesting date. |

  146. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Company offers certain executives working in China retirement benefits under the BSRCHLRS. Under this program, executives may make personal contributions, and the Company provides a Company-funded contribution ranging from 5% to 10% prior to 2023, and 10% since 2023 of an executive’s base salary. During 2023, all of our NEOs, except for Mr. Wang, were participants in the BSRCHLRS, and each participating NEO received a Company-funded contribution. Participants may elect a variety of mutual funds in which to invest their account balances under the plan. Additionally, upon termination, participants receive a lump sum equal to a percentage of the Company’s contributions, including investment returns. This percentage is based on a vesting schedule that provides participants with a vested 30% interest upon completion of a minimum of three years of service, and an additional 10% vested interest for each additional completed year, up to a maximum of 100%.

  147. Nonqualified Deferred Compensation

    | 88 | YUM CHINA – 2024 Proxy Statement |

  148. 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

  149. 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(3) | | (a) | (b) | (c) | (d) | (e) | (f) | | Ms. Wat | — | 142,518 | — | — | 862,858(4) | | Mr. Yeung | — | 80,513 | — | — | 205,650(4) | | Mr. Wang | — | — | — | — | — | | Mr. Huang | — | 76,220 | — | — | 648,303(4) | | Mr. Chan | — | 60,384 | — | — | 162,497(4) |

  150. 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (1) Amounts in this column reflect registrant contributions to the BSRCHLRS for the NEOs and which are reflected in the 2023 Summary Compensation Table. |

  151. 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (2) Under the Hong Kong Data Privacy Act, the administrator of the BSRCHLRS is restricted from disclosing individual account balances under the BSRCHLRS, and accordingly, the Company is unable to compile earnings information with respect to the BSRCHLRS. Under the terms of the BSRCHLRS, participants may elect a variety of mutual funds in which to invest their account balances under the BSRCHLRS. |

  152. 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (3) The amounts reflected in this column are the estimated year-end balances for the NEOs under the BSRCHLRS. Amounts in this column include the following amounts that were previously reported in the Summary Compensation Table in 2022 and 2021: Ms. Wat, $720,206 in 2022, $582,608 in 2021; Mr. Yeung, $125,114 in 2022, $83,893 in 2021; Mr. Huang, $571,977 in 2022, $499,617 in 2021 and Mr. Chan, $102,094 in 2022, $71,240 in 2021. |

  153. 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (4) This amount represents the aggregate amount of Company contributions, excluding investment returns. See note (3) to this table for further information regarding investment returns with respect to the BSRCHLRS. This amount was denominated in Hong Kong dollars and was converted to U.S. dollars using an exchange rate of 7.83 Hong Kong dollars to U.S. dollars for disclosure purposes. |

  154. Potential Payments upon a Termination or a Change in Control

    Potential Payments upon a Termination or a Change in Control Termination of Employment without a Change in Control. As noted in the CD&A, the Company maintains the Executive Severance Plan, which provides severance benefits to our NEOs upon termination of employment by the Company without cause or, for participants subject to PRC law, termination for any statutory reason and subject to severance pay under PRC law (each, an “Executive Severance Plan Qualifying Termination”). In the event of an Executive Severance Plan Qualifying Termination, the NEO would receive, in lieu of any severance benefits under any other arrangement with the participant (including, without limitation, the Restrictive Covenant Letter Agreements and the Company’s change in control severance plan, provided that in the event of a qualifying termination under the change in control severance plan, the terms of the change in control severance plan will govern), the following severance benefits:

  155. Potential Payments upon a Termination or a Change in Control

    | • | Cash severance benefits consisting of the greater of (i) the sum of statutory severance payable under PRC law and an amount equal to five times the participant’s average monthly salary in the 12 months prior to the Executive Severance Plan Qualifying Termination as consideration for compliance with certain restrictive covenants, including covenants |

  156. Potential Payments upon a Termination or a Change in Control

    | YUM CHINA – 2024 Proxy Statement | 89 |

  157. Potential Payments upon a Termination or a Change in Control

    | relating to non-competition as further described below and (ii) the sum of the participant’s monthly base salary plus 1/12 of the participant’s target annual bonus, multiplied by a severance multiple of 24, in the case of the CEO, and 12 for all other participants; |

  158. Potential Payments upon a Termination or a Change in Control

    | • | Any accrued, but unpaid as of the date of the Executive Severance Plan Qualifying Termination, annual cash bonus for any completed fiscal year preceding an Executive Severance Plan Qualifying Termination; and |

  159. Potential Payments upon a Termination or a Change in Control

    | • | If the Executive Severance Plan Qualifying Termination occurs on or after June 30, a pro-rated annual bonus for the year of the Executive Severance Plan Qualifying Termination based on actual performance and pro-rated for the employment period during the year. |

  160. Potential Payments upon a Termination or a Change in Control

    In the event of a participant’s material breach of a material obligation to the Company pursuant to any award or agreement between the participant and the Company, including a material breach of the restrictive covenants set forth in any offer letter, restrictive covenant or other agreement entered into by the participant with the Company or a determination that an event constituting “cause” has occurred, then the Compensation Committee may (i) terminate the participant’s right to receive payments under the Executive Severance Plan and (ii) seek the recoupment of any payments previously made to the participant under the Executive Severance Plan, including through exercising rights of set-off, forfeiture or cancellation, to the full extent permitted by law, with respect to any other awards, benefits or payments otherwise due to the participant from the Company or any of its affiliates. The Company is party to Restrictive Covenant Letter Agreements with each NEO. The Restrictive Covenant Letter Agreements include restrictive covenants relating to non-disclosure, non-competition, non-solicitation and non-disparagement, as well as cooperation in investigations and litigation clauses. As consideration for the restrictive covenants, the Company is obligated to pay an amount equivalent to five times the NEO’s average monthly salary upon a termination of employment, other than in the case of a change-in-control-related termination or the NEO’s death. Such amount would be offset by amounts otherwise owed under any other termination-related agreement between the employee and the Company (including the Executive Severance Plan) so that there is no duplication of payments. The Company’s equity awards provide for pro-rata vesting for terminations due to death, retirement (age 55 and ten years of service or age 65 and five years of service) or involuntary termination by the Company without cause, with PSUs determined based on actual performance. Outstanding equity awards are forfeited upon a termination for cause. If the NEOs’ employment had terminated as of December 31, 2023 without cause or due to death or retirement (in the case of Mr. Huang), they would have been entitled to pro-rata vesting of their outstanding RSUs, SARs and PSUs as follows: Ms. Wat, $4,892,616; Mr. Yeung, $1,936,665; Mr. Wang, $462,416; Mr. Huang, $417,612 and Mr. Chan, $1,544,378, assuming target performance of the PSUs for purposes of this disclosure. As of December 31, 2023, Mr. Huang was retirement eligible. As described above, Mr. Huang’s outstanding equity awards will vest on a pro-rata basis upon the conclusion of the Huang Transition Period (as defined below), based on actual performance with respect to his outstanding PSU awards.

  161. Potential Payments upon a Termination or a Change in Control

    | 90 | YUM CHINA – 2024 Proxy Statement |

  162. Potential Payments upon a Termination or a Change in Control

    The below table shows the maximum amount of payments and other benefits that each NEO would have received upon a qualifying termination under the Executive Severance Plan on December 31, 2023 and the Company’s equity award agreements, excluding the 2022 Lavazza ESOP Grants, assuming target performance of the PSUs for purposes of this disclosure, and including dividend equivalent units for RSUs and PSUs.

  163. Potential Payments upon a Termination or a Change in Control

    | | Wat ($) | Yeung ($) | Chan ($) | Huang ($) | Wang ($) | | Cash Severance | 8,550,000 | 1,680,000 | 1,134,000 | 1,371,960 | 1,140,000 | | Release Payment | 1,413 | 1,413 | 1,413 | 1,413 | 1,413 | | Pro-rata Vesting of SARs | — | — | — | — | — | | Pro-rata Vesting of RSUs | 3,148,587 | 1,506,342 | 1,281,753 | 156,863 | 285,816 | | Pro-rata Vesting of PSUs | 1,744,029 | 430,323 | 262,625 | 260,749 | 176,600 | | TOTAL | 13,444,029 | 3,618,078 | 2,679,791 | 1,790,985 | 1,603,829 |

  164. Potential Payments upon a Termination or a Change in Control

    Termination of Employment Following a Change in Control. As noted in the CD&A, the Company maintains a change in control severance plan, which provides severance benefits to our NEOs in the event of a termination of employment by the Company without “cause” or by the NEO due to “good reason,” in each case within 24 months following a change in control (a “CIC Qualifying Termination”). Each NEO has executed a participation and restrictive covenant agreement to participate in the Change in Control Severance Plan, which contains restrictive covenants in favor of the Company relating to non-competition, non-solicitation, non-disclosure, and non-disparagement. In the event of a CIC Qualifying Termination under the Change in Control Severance Plan, the NEO would receive, in lieu of any severance benefits under any other arrangement with the participant, the following severance benefits:

  165. Potential Payments upon a Termination or a Change in Control

    | • | An amount equal to the “Severance Multiple” multiplied by the sum of (x) such NEO’s monthly base salary in effect immediately prior to a CIC Qualifying Termination (or prior to any reduction for purposes of good reason) and (y) 1/12 of the greater of such NEO’s annual target cash bonus for the calendar year in which the CIC Qualifying Termination occurs and the most recent annual cash bonus paid to the NEO, with such amounts payable over the 12-month period following the NEO’s termination of employment. The Severance Multiple is 30 for the CEO and 24 for each of the other participating NEOs. |

  166. Potential Payments upon a Termination or a Change in Control

    | • | Any accrued, but unpaid as of the date of the CIC Qualifying Termination, annual cash bonus for any completed fiscal year preceding a CIC Qualifying Termination, to be paid within 60 days of the CIC Qualifying Termination. |

  167. Potential Payments upon a Termination or a Change in Control

    | • | Accrued benefits under any retirement plan or health or welfare plan. |

  168. Potential Payments upon a Termination or a Change in Control

    | • | If permitted by the terms of the Company’s health plan and applicable law, continued health insurance coverage, subsidized by the Company at active employee rates, through the earlier of the one-year anniversary of the participant’s termination of employment and the participant becoming eligible for health insurance coverage under another employer’s plan. |

  169. Potential Payments upon a Termination or a Change in Control

    | • | Outplacement services, in an aggregate cost to the Company not to exceed $25,000, for a one-year period (or, if earlier, until the NEO accepts an offer of employment). |

  170. Potential Payments upon a Termination or a Change in Control

    Under the terms of our equity agreements, all outstanding SARs and RSUs would fully and immediately vest following a change in control of the Company if the NEO is employed on the date of the change in control and is involuntarily terminated (other than for cause) on or within two years following the change in control. Under the terms of the outstanding PSU awards, if the NEO is employed on the date of the change in control and resigns for good reason or is involuntarily terminated other than for cause within two years following a change in control, then vesting shall be measured based on the greater of (i) actual performance for the performance period through the date of termination of employment and

  171. Potential Payments upon a Termination or a Change in Control

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  172. Potential Payments upon a Termination or a Change in Control

    (ii) target performance (provided, however, that if the change in control and termination of employment occur during the first year of the performance period, then performance will be measured based on target performance). The below table shows the maximum amount of payments and other benefits that each NEO would have received upon a change in control and qualifying termination on December 31, 2023 under the terms of the change in control severance plan and the Company’s equity award agreements, excluding the Lavazza ESOP Grants, assuming target performance of the PSUs for purposes of this disclosure, and including dividend equivalent units for RSUs and PSUs.

  173. Potential Payments upon a Termination or a Change in Control

    | | Wat ($) | Yeung ($) | Chan ($) | Huang ($) | Wang ($) | | Cash Severance | 15,532,500 | 4,502,400 | 2,268,000 | 3,466,192 | 2,285,367 | | Continued Health Insurance Coverage | 16,348 | 9,970 | 15,383 | 11,675 | 10,153 | | Outplacement Services | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | | Accelerated Vesting of SARs | — | — | — | — | — | | Accelerated Vesting of RSUs | 6,190,311 | 2,283,327 | 1,709,899 | 516,970 | 824,374 | | Accelerated Vesting of PSUs | 3,994,328 | 990,067 | 559,341 | 528,957 | 444,099 | | TOTAL | 25,758,487 | 7,810,764 | 4,577,623 | 4,548,794 | 3,588,993 |

  174. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of Ms. Wat.

  175. Ratio

    | PAY VERSUS PERFORMANCE |

  176. Ratio

    | Year (1) | Summary Compensation Table Total for PEO ($) (2) | Compensation Actually Paid (CAP) to PEO ($) (3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (2) | Average Compensation Actually (CAP) Paid to Non-PEO NEOs ($) (3) | Value of Initial Fixed $100 Investment Based on: (4) | | Net Income ($ in millions) | rTSR against Constituents of MSCI China Index (%) (6) | | | | | | | Total Shareholder Return ($) | MSCI China Consumer Discretionary Index Total Shareholder Return ($) (5) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 20,335,792 | 9,041,796 | 3,392,452 | 1,569,060 | 91 | 63 | 827 | 34.46% | | 2022 | 15,892,879 | 18,178,125 | 3,577,110 | 3,947,038 | 116 | 74 | 442 | 93.65% | | 2021 | 16,555,672 | 6,689,317 | 3,737,910 | 2,243,769 | 105 | 97 | 990 | 33.06% | | 2020 | 21,171,578 | 36,083,539 | 4,236,753 | 6,197,764 | 119 | 150 | 784 | 57.03% |

  177. Ratio

    | (3) To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Ms. Wat during the applicable year, nor the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Ms. Wat) during the applicable year. A reconciliation of the adjustments for Ms. Wat and for the average of the other NEOs is set forth following the footnotes to this table. |

  178. Ratio

    | Compensation Actually Paid Adjustments (1) | | | | | | | | | | Year | Summary Compensation Table (SCT) Total ($) (2) | Minus Value of Stock Option/ SAR and Stock Awards Reported in SCT ($) (3) | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option/SAR and Stock Awards Granted in Fiscal Year ($) (4) | Plus/(Minus) Change in Fair Value of Outstanding and Unvested Stock Option/SAR and Stock Awards Granted in Prior Fiscal Years ($) (5) | Plus Fair Value at Vesting of Stock Option/ SAR and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year ($) (6) | Plus/(Minus) Change in Fair Value as of Vesting Date of Stock Option/SAR and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($) (7) | Minus Fair Value as of Prior Fiscal Year-End of Stock Option/ SAR and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($) (8) | Equals Compensation Actually Paid ($) | | Joey Wat | | | | | | | | | | 2023 | 20,335,792 | 10,000,132 | 6,436,699 | (4,405,524) | — | (3,325,039) | — | 9,041,796 | | 2022 | 15,892,879 | 9,285,127 | 8,595,753 | 2,864,570 | — | 110,050 | — | 18,178,125 | | 2021 | 16,555,672 | 8,703,924 | 6,661,504 | (7,555,976) | — | (267,959) | — | 6,689,317 | | 2020 | 21,171,578 | 17,000,087 | 27,272,183 | 3,144,165 | — | 1,495,700 | — | 36,083,539 | | Other NEOs (9) | | | | | | | | | | 2023 | 3,392,452 | 1,500,086 | 965,547 | (864,490) | — | (424,363) | — | 1,569,060 | | 2022 | 3,577,110 | 1,751,225 | 1,606,822 | 500,217 | — | 14,114 | — | 3,947,038 | | 2021 | 3,737,910 | 1,772,973 | 1,374,102 | (1,160,113) | — | 64,843 | — | 2,243,769 | | 2020 | 4,236,753 | 2,750,073 | 4,376,554 | 366,674 | — | (32,144) | — | 6,197,764 |

  179. Relationship Between Pay and Performance

    | • | The following graph demonstrates the relationship between compensation actually paid over the period to the PEO and other NEOs, and each of the Company cumulative TSR and Peer Group cumulative TSR. |

  180. Relationship Between Pay and Performance

    | • | The following graph demonstrates the relationship between compensation actually paid over the period to the PEO and other NEOs and rTSR percentile ranking against the constituents of the MSCI China Index. |

  181. Relationship Between Pay and Performance

    | • | The following graph demonstrates the relationship between compensation actually paid over the period to the PEO and other NEOs and Net Income. |

  182. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs Below is a list of performance measures, which in the Company’s assessment represent the most important performance measures used by the Company to link compensation actually paid to the NEOs for 2023 to the Company’s performance. As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of the Company for our stockholders.

  183. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | Most Important Financial Performance Measures | | | • | rTSR against the constituents of the MSCI China Index | | • | Same-Store Sales Growth | | • | Adjusted Operating Profit Growth | | • | System Net New Builds |

  184. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | 100 | YUM CHINA – 2024 Proxy Statement |

  185. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    The Company primarily uses stock-based compensation to attract and retain qualified candidates to serve on the Board. In setting director compensation, the Board considers the significant amount of time that directors expend in fulfilling their duties to the Company as well as the skill level required as members of the Board. The Nominating and Governance Committee of the Board considers advice from the compensation consultant and reviews and makes recommendations to the Board with respect to the compensation and benefits of directors. The Company’s current director compensation structure was approved by the Board in May 2023 and became effective in June 2023. In May 2023, the Board approved increases to the director compensation program set forth below after considering market data and the input of the Compensation Committee’s independent compensation consultant. The Company’s director compensation structure for 2023 is discussed below. Employee Directors. Employee directors do not receive additional compensation for serving on the Board of Directors. Please see the 2023 Summary Compensation Table for the compensation received by Ms. Wat during 2023 for her role as CEO of the Company. Non-Employee Directors Retainer. Our non-employee directors were each compensated with an annual retainer equal to $315,000 (increased from $275,000 in 2022), payable in Company common stock or, if requested by a director, up to one-half in cash. The annual retainers were paid in June 2023 to compensate the directors for their services from June 1, 2023 to May 31, 2024, unless otherwise noted. Chairman Retainer. In addition to the annual retainer paid to all non-employee directors, the Chairman of the Board (Dr. Hu) received an additional annual stock retainer of $225,000, which had been paid in cash prior to 2023. Committee Chair and Member Retainer. For 2023, the Chairperson of the Audit Committee (Mr. Bassi) received an additional annual stock retainer of $35,000 (increased from $30,000 in 2022), the Chairperson of the Compensation Committee (Ms. Lu) received an additional annual stock retainer of $25,000 (increased from $20,000 in 2022), the Chairperson of the Nominating and Governance Committee (Dr. Hu) received an additional annual stock retainer of $20,000 (increased from $15,000 in 2022), and the Chairperson of the Food Safety and Sustainability Committee (Mr. Shao) received an additional annual stock retainer of $20,000 (increased from $15,000 in 2022). In addition, beginning in 2023, each member of the Audit Committee (Mr. Shao, Ms. Zhang, and on a prorated basis, Mr. Hoffmann) received an additional annual stock retainer of $17,500, each member of the Compensation Committee (Mr. Ettedgui, Mr. Wang and Ms. Zhang) received an additional annual stock retainer of $12,500, each member of the Nominating and Governance Committee (Mr. Ettedgui, Ms. Lu and Ms. Zhang) received an additional annual stock retainer of $10,000, and each members of the Food Safety and Sustainability Committee (Mr. Bassi and Mr. Ettedgui) received an additional annual stock retainer of $10,000.

  186. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

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  187. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    The table below summarizes cash compensation earned by and stock retainers granted to each non-employee director during 2023.

  188. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | | Peter A. Bassi | 157,500(1) | 202,500 | 25,000(3) | 385,000 | | Edouard Ettedgui | 157,500(1) | 190,000 | — | 347,500 | | David Hoffmann(4) | — | 304,790 | — | 304,790 | | Fred Hu | — | 560,000 | — | 560,000 | | Ruby Lu | — | 350,000 | — | 350,000 | | Zili Shao | 157,500(1) | 195,000 | — | 352,500 | | William Wang | — | 327,500 | — | 327,500 | | Min (Jenny) Zhang | 157,500(1) | 197,500 | — | 355,000 | | Christina Xiaojing Zhu(5) | — | 315,000 | — | 315,000 |

  189. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | (1) Represents the portion of the annual retainer that Messrs. Bassi, Ettedgui and Shao and Ms. Zhang elected to receive in cash rather than equity. |

  190. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | (2) Represents the grant date fair value for annual stock retainer awards granted in 2023. Each director received shares of Company common stock determined by dividing the applicable annual retainer by the closing market price of a share of Company common stock on the date of grant, with any fractional shares paid in cash rather than equity. |

  191. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | (3) Mr. Bassi received an additional award in the amount of $50,000 for his contribution to a project in 2022 at the request of the Board, of which 50% was paid in cash and 50% was paid in stock in June 2023. In accordance with SEC disclosure rules, the portion paid in cash was reported in the “All Other Compensation” column for 2022, while the portion paid in stock is included in the “All Other Compensation” column in 2023. |

  192. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | (4) Mr. Hoffmann was appointed as a director by the Board in July 2023 and received a prorated director annual retainer for 2023. |

  193. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | (5) Ms. Zhu was first elected to the Board at the 2023 annual meeting of stockholders. |

  194. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    Stock Ownership Requirements. Although our directors are not subject to the Stock Ownership Guidelines, we nevertheless expect our directors to own a meaningful number of shares of Company common stock, and we have a share retention policy in place for directors. Pursuant to the share retention policy, no director may sell any shares received as director compensation until at least 12 months following the director’s retirement or departure from the Board.

  195. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

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  196. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | EQUITY COMPENSATION PLANS INFORMATION |

  197. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    The following table summarizes, as of December 31, 2023, the equity compensation we may issue to our directors, officers, employees and other persons under (i) the Company’s 2016 LTIP, which was approved by YUM as the Company’s sole stockholder prior to the Company’s spin-off from YUM; and (ii) the Company’s 2022 Long Term Incentive Plan approved by its stockholders in 2022 (the “2022 LTIP”).

  198. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | | | (a) | (b) | (c) | | Equity compensation plans approved by security holders | 10,937,886(1) | 37.16(2) | 28,763,781(3) | | Equity compensation plans not approved by security holders | — | — | — | | TOTAL | 10,937,886 | | 28,763,781 |

  199. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | (1) Includes 2,466,730 shares issuable in respect of RSUs and PSUs (assuming target performance and including shares issuable under the 2020 Partner PSUs and 2021 Annual PSUs). |

  200. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | (2) RSUs and PSUs do not have an exercise price. Accordingly, this amount represents the weighted-average exercise price of outstanding SARs and stock options. |

  201. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | (3) While certain equity awards remain outstanding under the Company’s 2016 LTIP, no future equity awards may be granted under such plan. The number represents the number of Company common stock remaining available for future grants under the 2022 LTIP only. Full value awards granted to the Company’s employees under the 2022 LTIP, including RSUs and PSUs, will reduce the number of shares available for issuance by two shares. SARs granted to the Company’s employees under the 2022 LTIP will reduce the number of shares available for issuance only by one share. |

  202. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

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