☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

☒

No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

The Wendy’s Company

One Dave Thomas Boulevard

Dublin, Ohio 43017

(614) 764-3100

TODD A. PENEGOR

President and Chief Executive Officer

  ITEMS OF BUSINESS

Elect 11 directors to hold office until the Company’s next annual meeting of stockholders;

Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2022;

Vote on an advisory resolution to approve executive compensation;

Vote on the stockholder proposal described in the accompanying proxy statement, if properly presented at the meeting; and

Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

  RECORD DATE

  VOTING YOUR PROXY

  ANNUAL MEETING ATTENDANCE AND PARTICIPATION

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders

to be held on May 18, 2022: This Notice of Annual Meeting of Stockholders, the Proxy Statement

and the 2021 Annual Report to Stockholders are available at www.proxydocs.com/WEN.

Page

PROXY STATEMENT SUMMARY

Annual Meeting Details

How to Cast Your Vote

Voting Matters and Board Recommendations

Director Nominees

Corporate Governance Highlights

2021 Business Performance Highlights

2021 Executive Compensation Program Highlights

ADDITIONAL DETAILS REGARDING THE ANNUAL MEETING

Annual Meeting Log in Instructions

Submitting Questions and Voting Your Shares at the Annual Meeting

Technical Support

Voting Your Proxy

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

PROPOSAL 1 – ELECTION OF DIRECTORS

Our Directors and Director Nominees

Director Nominee Skills and Attributes

Board Diversity Matrix

Director Nominee Qualifications and Biographical Information

Required Vote

CORPORATE GOVERNANCE

Board Leadership Structure

Board Membership Criteria and Director Nominations

Director Independence

Board Committees and Related Matters

Attendance at Board and Committee Meetings, Annual Meeting

Audit Committee

Compensation and Human Capital Committee and Performance Compensation Subcommittee

Nominating and Corporate Governance Committee

Corporate Social Responsibility Committee

Technology Committee

Other Board Committees

Executive Sessions of the Board

Board’s Role in Risk Oversight

Board’s Role in Succession Planning

Board and Committee Evaluations

Stockholder Engagement

Corporate Social Responsibility

Code of Business Conduct and Ethics and Related Governance Policies

COMPENSATION GOVERNANCE

Compensation Risk Assessment

Authority to Delegate

Role of Compensation Consultants in the Executive Compensation Process

Role of Management in the Executive Compensation Process

Compensation Committee Interlocks and Insider Participation

Page

COMPENSATION COMMITTEE REPORT

COMPENSATION DISCUSSION AND ANALYSIS

Named Executive Officers (NEOs)

2021 Executive Summary

A Philosophy of Pay-for-Performance

Elements of Executive Compensation

How Executive Compensation is Determined

Compensation Decisions for 2021

Additional Compensation Decisions

Compensation Governance Matters

EXECUTIVE COMPENSATION

2021 Summary Compensation Table

2021 Grants of Plan-Based Awards

Outstanding Equity Awards at 2021 Year-End

Option Exercises and Stock Vested During 2021

Employment Arrangements and Potential Payments Upon Termination or Change in Control

Pay Ratio

COMPENSATION OF DIRECTORS

2021 Director Compensation

EXECUTIVE OFFICERS

STOCK OWNERSHIP AND RETENTION GUIDELINES FOR EXECUTIVE OFFICERS AND DIRECTORS

Stock Ownership and Retention Guidelines for Executive Officers

Stock Ownership and Retention Guidelines for Non-Management Directors

General Provisions

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

EQUITY COMPENSATION PLAN INFORMATION

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Review and Approval of Related Person Transactions

Related Person Transactions

AUDIT COMMITTEE REPORT

PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Independent Registered Public Accounting Firm Fees

Audit Committee Pre-Approval Policies and Procedures

Required Vote

PROPOSAL 3 – ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION

Required Vote

PROPOSAL 4 – STOCKHOLDER PROPOSAL REQUESTING INFORMATION ON THE USE OF GESTATION STALLS IN THE COMPANY’S PORK SUPPLY CHAIN

Stockholder Proposal

Board Statement

Required Vote

OTHER MATTERS

Other Matters to Come Before the Annual Meeting

Contacting Directors

Stockholder Proposals for 2023 Annual Meeting of Stockholders

Householding of Annual Meeting Materials

Annual Report on Form 10-K

Principal Executive Offices

ANNEX A – NON-GAAP RECONCILIATION TABLES AND DISCLOSURE REGARDING NON-GAAP FINANCIAL MEASURES

The Wendy’s Company

One Dave Thomas Boulevard

Dublin, Ohio 43017

(614) 764-3100

PROXY STATEMENT FOR 2022 ANNUAL MEETING OF STOCKHOLDERS

  ANNUAL MEETING DETAILS

  HOW TO CAST YOUR VOTE

Visit www.proxypush.com/WEN. You will need the control number included in your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.

Call 855-686-4803. You will need the control number included in your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.

Complete, sign and date your proxy card or voting instruction form and return it in the envelope provided or to the address indicated on your proxy card or voting instruction form.

  VOTING MATTERS AND BOARD RECOMMENDATIONS

PAGE REFERENCE

(FOR MORE DETAIL)

Proposal 1:

Election of 11 directors.

FOR

each nominee

Proposal 2:

Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2022.

Proposal 3:

Advisory resolution to approve executive compensation.

PAGE REFERENCE

(FOR MORE DETAIL)

Proposal 4:

Stockholder proposal requesting information on the use of gestation stalls in the Company’s pork supply chain, if properly presented at the Annual Meeting.

  DIRECTOR NOMINEES

NAME

AGE

DIRECTOR
SINCE

OCCUPATION

INDEPENDENT

CURRENT BOARD
COMMITTEES (1)(2)

OTHER PUBLIC   
BOARDS   

Nelson Peltz

Peter W. May

Matthew H. Peltz

Kristin A. Dolan

Kenneth W. Gilbert

Richard H. Gomez

Joseph A. Levato

Audit, Compensation,

Executive, NCG

Michelle “Mich” J. Mathews-Spradlin

Todd A. Penegor

Peter H. Rothschild

Arthur B. Winkleblack

Committee Chair

CI: Capital and Investment; Compensation: Compensation and Human Capital; CSR: Corporate Social Responsibility; NCG: Nominating and Corporate Governance; Tech: Technology.

It is anticipated that the Board of Directors will determine committee assignments at the Board’s organizational meeting immediately following the Annual Meeting.

Messrs. N. Peltz, May and Levato have been directors of the Company since September 2008, when the Company commenced its current business—the ownership and franchising of the Wendy’s^® restaurant system. Messrs. N. Peltz and May served as directors of the Company’s predecessor companies from April 1993, and Mr. Levato from June 1996, until September 2008 when Wendy’s International, Inc. merged with Triarc Companies, Inc., the predecessor to The Wendy’s Company.

  CORPORATE GOVERNANCE HIGHLIGHTS

BOARD OF DIRECTORS

STOCKHOLDER INTERESTS

EXECUTIVE COMPENSATION

•  Annual election of directors.

•  Majority voting for directors in uncontested elections with director resignation policy.

•  Separation of our Board Chair and Chief Executive Officer.

•  Majority independent Board.

•  Fully independent key Board committees.

•  Regularly scheduled executive sessions of non-employee and independent directors.

•  Over 99% Board and committee meeting attendance in 2021.

•  Active Board and committee oversight of risk management.

•  Comprehensive Corporate Governance Guidelines and Code of Business Conduct and Ethics.

•  Annual limit on cash and equity awards granted to non-employee directors under our 2020 Omnibus Award Plan.

•  No stockholder rights plan or “poison pill.”

•  Stockholders have the ability to act by written consent.

•  Stockholders have the ability to call special meetings.

•  No supermajority voting requirements.

•  No exclusive forum selection clause.

•  Amended and Restated Certificate of Incorporation provides stockholders with a “proxy access” right.

•  No fee-shifting By-Law provisions.

•  Annual say-on-pay advisory vote.

•  Strong pay-for-performance philosophy with emphasis on variable, performance-based compensation.

•  Multiple performance metrics used in incentive plans.

•  Limited perquisites and benefits.

•  Engage independent outside compensation consultants.

•  Clawback provisions in our 2020 Omnibus Award Plan.

•  No speculative trading or hedging transactions.

•  “Double trigger” required for change in control equity vesting.

•  Significant stock ownership and retention guidelines for executive officers and directors.

  2021 BUSINESS PERFORMANCE HIGHLIGHTS*

GLOBAL SAME-RESTAURANT SALES

10.0%

in 2021

NET CASH PROVIDED BY

OPERATING ACTIVITIES

$345.8M

Up ~22% from 2020

Free Cash Flow**

$263.0M

Up ~61% from 2020

COMPANY-OPERATED RESTAURANT MARGIN

16.7%

Up 180 basis points from 2020

OPERATING PROFIT

$367.0M

Up ~36% from 2020

NET INCOME

$200.4M

Up ~70% from 2020

ADJUSTED EBITDA**

$467.0M

Up 11% from 2020

CASH RETURNED TO

STOCKHOLDERS

~$360M

Through dividends and share repurchases

GLOBAL NET

RESTAURANT OPENINGS

121

in 2021

The Company’s fiscal 2020 results include the impact of a 53^rd operating week, which impacts full year comparisons to 2021. See “Compensation Discussion and Analysis” for additional details.

Non-GAAP financial measure. Please refer to Annex A for a reconciliation of non-GAAP financial measures.

  2021 EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS

Base Salary

Attract and retain highly qualified executives by providing a competitive level of fixed cash compensation that reflects the experience, responsibilities and performance of each executive.

Annual Cash

Incentives

•  Adjusted EBITDA (100%)

Align executive pay with Company performance by motivating and rewarding executives over a one-year period based on the achievement of strategic business objectives.

Long-Term

Equity Incentives

Equity

•  Performance Units (60%)

•  Stock Options (40%)

•  Cumulative Three-Year Free Cash Flow (50%)

•  Three-Year Relative Total Stockholder Return (50%)

Align the interests of executives with the interests of stockholders and retain highly qualified executives by motivating and rewarding executives to achieve multiyear strategic business objectives. Create a direct link between executive pay and the long-term performance of our Common Stock (defined below).

Who is soliciting my proxy?

The Company’s Board of Directors is soliciting your proxy in connection with the Annual Meeting. Certain of our directors, officers and employees also may solicit proxies on the Board’s behalf by personal contact, telephone, mail, e-mail or other means. The Company has engaged Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York 10022, to assist in soliciting proxies from brokers, banks and other stockholders.

What should I do with these materials?

Please carefully read and consider the information contained in this Proxy Statement, and then vote your shares as soon as possible to ensure that your shares will be represented at the Annual Meeting. You may vote your shares prior to the Annual Meeting even if you plan to attend and participate in the virtual Annual Meeting.

Why is the Company using a completely virtual format for the Annual Meeting this year?

To provide greater accessibility and to support the health and well-being of our stockholders, we have adopted a completely virtual format for our Annual Meeting through a live webcast. We believe this format will provide a consistent experience to our stockholders and allow all stockholders with Internet connectivity to participate in the Annual Meeting regardless of location.

What am I being asked to vote on?

You are being asked to vote on the following four proposals:

To elect 11 directors to hold office until the Company’s next annual meeting of stockholders;

To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2022;

To approve an advisory resolution to approve executive compensation; and

A stockholder proposal requesting information on the use of gestation stalls in the Company’s pork supply chain, if properly presented at the Annual Meeting.

How do I vote?

You may vote your shares prior to the Annual Meeting in any of the following ways:

Visit the website shown on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form to vote via the Internet (www.proxypush.com/WEN);

Use the toll-free telephone number shown on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form to vote by telephone; or

Complete, sign, date and return the enclosed proxy card or voting instruction form in the enclosed postage-paid envelope if you have requested and received our proxy materials by mail.

When is the record date, and who is entitled to vote?

All holders of record of our Common Stock at the close of business on March 21, 2022, the record date for the Annual Meeting, are entitled to vote on all business transacted at the Annual Meeting.

What is the deadline for submitting a proxy?

In order to be counted, proxies submitted by beneficial owners via telephone or the Internet must be received by 11:59 p.m. (Eastern Time) on Tuesday, May 17, 2022. Proxies submitted by mail must be received prior to the start of the Annual Meeting.

What is the difference between a registered stockholder and a beneficial owner or “street name” holder?

If your shares are registered directly in your name with Equiniti Trust Company, our stock transfer agent, you are considered a stockholder of record, or a registered stockholder, of those shares.

What constitutes a quorum?

At the close of business on March 21, 2022, the Company had 215,391,328 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. Each share of Common Stock entitles the holder to one vote on each matter properly brought before the Annual Meeting. The presence, in person or by proxy, of stockholders entitled to cast at least a majority of the votes that all stockholders are entitled to cast at the Annual Meeting will constitute a quorum.

What are abstentions and broker non-votes and how do they affect voting?

Abstentions. If you specify on your proxy card that you “abstain” from voting on an item, your shares will be counted as present and entitled to vote for the purpose of establishing a quorum. Abstentions will be the equivalent of an “against” vote on proposals that require the affirmative vote of a majority of the shares of Common Stock present (in person or by proxy) and entitled to vote at the Annual Meeting (Proposals 2, 3 and 4). Abstentions will not be included in the tabulation of voting results for proposals that require the affirmative vote of a majority of the votes cast (Proposal 1).

What vote is needed to elect the 11 director nominees (Proposal 1)?

Pursuant to our By-Laws, each of the 11 director nominees must receive the affirmative vote of a majority of the votes cast with respect to that nominee’s election in order to be elected as a director at the Annual Meeting.

What vote is needed to ratify the appointment of the Company’s independent registered public accounting firm (Proposal 2)?

The affirmative vote of a majority of the shares of Common Stock present (in person or by proxy) and entitled to vote at the Annual Meeting is required to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2022 (Proposal 2).

What vote is needed to approve the advisory resolution to approve executive compensation (Proposal 3)?

The affirmative vote of a majority of the shares of Common Stock present (in person or by proxy) and entitled to vote at the Annual Meeting is required to approve the advisory resolution to approve the 2021 executive compensation of our NEOs (Proposal 3). The vote is advisory and therefore not binding on the Company, the Board of Directors or the Compensation and Human Capital Committee of the Board. However, the Compensation and Human Capital Committee will review the voting results of Proposal 3 and take those results into consideration when making future decisions regarding executive compensation as the Committee deems appropriate.

What vote is needed to approve the stockholder proposal described in this Proxy Statement (Proposal 4)?

The affirmative vote of a majority of the shares of Common Stock present (in person or by proxy) and entitled to vote at the Annual Meeting is required to approve the stockholder proposal described in this Proxy Statement (Proposal 4).

If I deliver my proxy card (whether signed or unsigned) but do not indicate how I want to vote on the proposals, how will my shares be voted?

If you submit your proxy card but do not indicate how you want to vote on the proposals, the Company will vote your shares FOR the election of each of the 11 director nominees named in Proposal 1, FOR Proposals 2 and 3 and, because there is no recommendation from the Board on Proposal 4, your shares will not be voted on Proposal 4.

Can I change my vote after I have delivered my proxy card or voting instruction form?

Yes. You can change your vote at any time before your proxy is voted at the Annual Meeting by revoking your proxy. You can revoke your proxy by giving notice of revocation either personally or in writing to our corporate Secretary at the address provided under the caption “Other Matters—Principal Executive Offices.” You also can revoke your proxy by submitting a later-dated proxy by mail, by telephone, via the Internet or by participating in the virtual Annual Meeting and voting electronically. Attending the virtual Annual Meeting by itself will not revoke a previously submitted proxy.

Why did I receive a Notice of Internet Availability instead of the printed Proxy Statement and 2021 Annual Report to Stockholders?

As permitted by SEC rules, we are making our proxy materials available to stockholders electronically via the Internet at www.proxydocs.com/WEN and on our Investor Relations website at www.irwendys.com/financials/annual-report-and-proxy. On or about April 1, 2022, we will begin mailing the Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to our stockholders containing information on how to access our proxy materials online or request a printed copy of the proxy materials. If you received a Notice of Internet Availability, then you will not receive a printed copy of our proxy materials unless you request a printed copy by following the instructions contained in the Notice of Internet Availability. Adopting this “notice and access” process allows us to reduce the overall costs, as well as the environmental impact, of printing and mailing our proxy materials.

What does it mean if I receive more than one Notice of Internet Availability, proxy card or voting instruction form?

If you receive more than one Notice of Internet Availability, proxy card or voting instruction form, this means that you have multiple accounts with our stock transfer agent or with brokers, banks or other nominees. Please follow the instructions set forth on each Notice of Internet Availability, proxy card or voting instruction form you receive to ensure that all your shares are voted.

Who will bear the expenses of this solicitation?

The Company will pay the costs and expenses of this solicitation. In addition to soliciting proxies by mailing our proxy materials to stockholders and by making our proxy materials available to stockholders electronically via the Internet, proxies may be solicited by our directors, officers and employees by personal contact, telephone, mail, e-mail or other means without additional compensation. Solicitation of proxies will also be made by employees of Innisfree M&A Incorporated, our proxy solicitation firm, who will be paid a fee of $15,000, plus reasonable out-of-pocket expenses. As is customary, we will also reimburse brokers, banks, custodians, nominees and fiduciaries for their reasonable costs and expenses incurred in forwarding our proxy materials to beneficial owners of our Common Stock.

Where can I find the voting results of the Annual Meeting?

We intend to announce preliminary voting results at the Annual Meeting and publish final voting results in a Current Report on Form 8-K filed with the SEC within four business days of the Annual Meeting. After the Form 8-K has been filed, the Form 8-K will be publicly available on the SEC website at www.sec.gov and our Investor Relations website at www.irwendys.com/financials/sec-filings.

Whom should I call with questions?

Please call Innisfree M&A Incorporated, the Company’s proxy solicitation firm, toll-free at (877) 750-5836 with any questions about the Annual Meeting. Brokers, banks and other nominees may call Innisfree M&A Incorporated at (212) 750-5833.

Corporate Strategy and Planning

(Complex corporate strategies; driving strategic planning)

Operations

(Managing operations; execution of strategies and operating plans)

Industry Experience

(Restaurant or retail industries)

International

(International operations, strategy, organizations and markets)

Marketing, Brand Management and Digital

(Marketing, branding and digital strategy; social media and consumer-facing initiatives)

Franchise

(Franchise operations, capital structure, development and support and supply chain)

Financial Reporting, Oversight and Accounting

(Preparation and review of financial statements; internal controls)

Public Company Board Experience and Corporate
Governance

(Service on public company board; corporate governance expertise)

Human Capital Management

(Management of human capital resources of a large and diverse workforce)

Sustainability / ESG

(ESG strategy, initiatives, public-facing goals and trends)

Senior Leadership Experience

(CEO or executive officer-level leadership at a public or large private company)

Gender, Racial or Ethnic Diversity

(Two of our director nominees identify as female, one identifies as Black and one identifies as Hispanic/Latinx)

Board Independence

Tenure

  BOARD SIZE:

  Total Number of Directors

12

DID NOT
DISCLOSE
GENDER

  Number of Directors Based on Gender Identity

10

—

—

  NUMBER OF DIRECTORS WHO IDENTIFY IN ANY OF THE CATEGORIES BELOW:

  African American or Black

1

—

—

—

  Alaskan Native or Native American

—

—

—

—

  Asian

—

—

—

—

  Hispanic or Latinx

1

—

—

—

  Native Hawaiian or Pacific Islander

—

—

—

—

  White

8

2

—

—

  Two or More Races or Ethnicities

—

—

—

—

  LGBTQ+

1

  Did Not Disclose Demographic Background

—

NELSON PELTZ (CHAIRMAN)

Mr. Peltz has been a director of the Company since September 2008 when the Company commenced its current business, the ownership and franchising of the Wendy’s restaurant system. He served as a director of the Company’s predecessor companies from April 1993 until September 2008, when Wendy’s International, Inc. merged with Triarc Companies, Inc. Mr. Peltz has served as our non-executive Chairman since June 2007. He also served as our Chairman and Chief Executive Officer and as a director or manager and an officer of certain of our subsidiaries from April 1993 through June 2007. Additionally, Mr. Peltz has been Chief Executive Officer and a Founding Partner of Trian Partners, a management company for various investment funds and accounts, since November 2005. From January 1989 to April 1993, Mr. Peltz was Chairman and Chief Executive Officer of Trian Group, Limited Partnership, which provided investment banking and management services for entities controlled by Mr. Peltz and Peter W. May. From 1983 to December 1988, Mr. Peltz was Chairman and Chief Executive Officer and a director of Triangle Industries, Inc., a metals and packaging company.

Mr. Peltz has also served as a director of Madison Square Garden Sports Corp. (formerly The Madison Square Garden Company) since September 2015 and Janus Henderson Group plc since February 2022. Mr. Peltz previously served as a director of H. J. Heinz Company from September 2006 to June 2013, Ingersoll-Rand plc from August 2012 to June 2014, Legg Mason, Inc. from October 2009 to December 2014 and May 2019 to July 2020, MSG Networks Inc. from December 2014 to September 2015, Mondelēz International, Inc. from January 2014 to March 2018, Sysco Corporation from August 2015 to August 2021, The Procter & Gamble Company from March 2018 to October 2021 and Invesco Ltd. from October 2020 to February 2022.

Mr. Peltz is actively involved with various civic organizations and serves as Chairman of the Board of Governors of the Simon Wiesenthal Center. In addition, he is a member of the Board of Overseers of the Weill Cornell Medical College and Graduate School of Medical Sciences, a member of the Board of Trustees of NewYork-Presbyterian Hospital, a member of the Board of Governors of NewYork-Presbyterian Foundation, Inc., a member of the Board of Overseers of The Milken Institute, a member of the Honorary Board of Directors of the Prostate Cancer Foundation (formerly known as CaP CURE), a member of the Intrepid Advisory Council, a member of the Board of Directors of the Avon Old Farms School and a former member of the Board of Trustees of the Intrepid Museum Foundation.

Mr. Peltz is the father of Matthew H. Peltz, the non-executive Vice Chairman and a director of the Company.

Qualifications: Mr. Peltz has more than 40 years of business and investment experience, has served as the chairman and chief executive officer of public companies for over 20 years and, since 2005, has served as Chief Executive Officer of Trian Partners. Throughout his professional career, he has developed extensive experience working with management teams and boards of directors, as well as in acquiring, investing in and building companies and implementing operational improvements at the companies with which he has been involved, including other large, complex food service organizations with international operations, such as Mondelēz International, Inc., Sysco Corporation and H. J. Heinz Company. Mr. Peltz also brings an institutional investor perspective to our Board of Directors. As a result, Mr. Peltz has strong operating experience and strategic planning skills, valuable leadership and corporate governance experience and strong relationships with institutional investors, investment banking/capital markets advisors and others that can be drawn upon for the Company’s benefit. Mr. Peltz has also been recognized by the National Association of Corporate Directors as among the most influential people in the global corporate governance arena. We believe that Mr. Peltz’s overall experience and knowledge benefit and contribute to the collective qualifications, skills and experience of our Board of Directors.

Age: 79

Director Since: 1993

Current Board Committees:

•  Corporate Social Responsibility (Chair)

•  Executive (Chair)

PETER W. MAY (SENIOR VICE CHAIRMAN)

Mr. May has been a director of the Company since September 2008 when the Company commenced its current business, the ownership and franchising of the Wendy’s restaurant system. He served as a director of the Company’s predecessor companies from April 1993 until September 2008, when Wendy’s International, Inc. merged with Triarc Companies, Inc. Mr. May has served as our non-executive Senior Vice Chairman since November 2021. He previously served as our non-executive Vice Chairman from June 2007 to November 2021. He also served as our President and Chief Operating Officer and as a director or manager and an officer of certain of our subsidiaries from April 1993 through June 2007. Additionally, Mr. May has been President and a Founding Partner of Trian Partners since November 2005 and is the Chair of Trian Partners’ ESG working group. From January 1989 to April 1993, Mr. May was President and Chief Operating Officer of Trian Group, Limited Partnership. From 1983 to December 1988, he was President and Chief Operating Officer and a director of Triangle Industries, Inc.

Mr. May has served as a director of Mondelēz International, Inc. since March 2018. He previously served as a director of Tiffany & Co. from May 2008 to May 2017.

Mr. May is actively involved with various civic organizations and serves as Chairman Emeritus and a member of the board of trustees of The Mount Sinai Health System in New York, Co-Chairman of the New York Philharmonic, a trustee of the New-York Historical Society, an emeritus trustee of The University of Chicago, a life member of the advisory council of The University of Chicago Booth School of Business, a director of the Lincoln Center of the Performing Arts and a partner of the Partnership for New York City.

Qualifications: Mr. May has more than 40 years of business and investment experience, has served as the president and chief operating officer of public companies for over 20 years and, since 2005, has served as President of Trian Partners. Throughout his professional career, he has developed extensive experience working with management teams and boards of directors, as well as in acquiring, investing in and building companies and implementing operational improvements at the companies with which he has been involved, including other large, complex food service organizations with international operations, such as Mondelēz International, Inc. Mr. May also brings to the Board an institutional investor perspective, as well as financial sophistication by virtue of his prior professional experience as a certified public accountant. As a result, Mr. May has strong operating experience and strategic planning skills, valuable leadership and corporate governance experience and has strong relationships with institutional investors, investment banking/capital markets advisors and others that can be drawn upon for the Company’s benefit. We believe that Mr. May’s overall experience and knowledge benefit and contribute to the collective qualifications, skills and experience of our Board of Directors.

Age: 79

Director Since: 1993

Current Board Committees:

•  Capital and Investment (Chair)

•  Compensation and Human Capital

•  Corporate Social Responsibility

•  Executive

•  Technology (Chair)

MATTHEW H. PELTZ (VICE CHAIRMAN)

Mr. Peltz has been a director of the Company since December 2015. He has served as our non-executive Vice Chairman since November 2021. Mr. Peltz is a Partner and Co-Head of Research of Trian Partners and has been a member of the Investment Team of Trian Partners since January 2008 and is a member of Trian Partners’ ESG working group. As a senior member of the Investment Team, he sources and generates new investment ideas, leads due diligence on potential investments and focuses on portfolio construction, risk management and corporate governance matters. Prior to joining Trian Partners, Mr. Peltz was with Goldman Sachs & Co. from May 2006 to January 2008, where he worked as an investment banking analyst and subsequently joined Liberty Harbor, an affiliated multi-strategy hedge fund.

Mr. Peltz previously served as a director (from April 2018 to September 2018) and as a board observer (from September 2015 to April 2018) of Pentair plc. He also previously served as a director of ARG Holding Corporation, the former parent company of the Arby’s^® restaurant brand, from September 2012 to December 2015 and as a member of the board of managers of Hu Master Holdings, LLC from March 2014 to December 2020. Mr. Peltz is a member of the Board of Trustees of the Hospital for Special Surgery.

Mr. Peltz is the son of Nelson Peltz, the non-executive Chairman and a director of the Company.

Qualifications: Mr. Peltz’s qualifications to serve on our Board include his breadth of knowledge and experience in corporate finance, mergers and acquisitions, capital allocation and operational improvements attributable to his professional background, including his service as a senior member of Trian Partners’ Investment Team where he focuses on, among other things, environmental, social and governance issues across the Trian Partners portfolio. Mr. Peltz also provides our Board with valuable experience and unique insight into the quick-service restaurant industry from his service as a director of ARG Holding Corporation. We believe that Mr. Peltz’s overall experience and knowledge benefit and contribute to the collective qualifications, skills and experience of our Board of Directors.

Age: 39

Director Since: 2015

Current Board Committees:

•  Capital and Investment

•  Corporate Social Responsibility

•  Executive

•  Technology

KRISTIN A. DOLAN

Ms. Dolan has been a director of the Company since July 2017. She is the founder and has been the Chief Executive Officer of 605 LLC, an audience measurement and data analytics company in the media and entertainment industries, since its inception in November 2016. Prior to founding 605 LLC, Ms. Dolan worked at Cablevision Systems Corporation, a former large communications service provider sold in 2016, where she held several key leadership positions, including Chief Operating Officer from April 2014 to June 2016, President of Optimum Services from November 2011 to April 2014, Senior Executive Vice President of Product Management and Marketing from November 2011 to April 2013 and Senior Vice President from June 2003 to November 2011.

Ms. Dolan has also served as a director of AMC Networks Inc. since June 2011, Revlon, Inc. since May 2017 and Madison Square Garden Entertainment Corp. since April 2020. She previously served as a director of Cablevision Systems Corporation from May 2010 to June 2016, MSG Networks Inc. from April 2018 to July 2021 and Madison Square Garden Sports Corp. (formerly The Madison Square Garden Company) from September 2015 to December 2021.

Qualifications: Ms. Dolan brings to our Board substantial expertise in television audience data analytics, information integration and strategic marketing. Her breadth of knowledge and experience is attributable to her extensive professional background in communications, marketing and operations at Cablevision Systems Corporation, where she also held several key senior leadership positions. Ms. Dolan provides intimate and unique knowledge of television marketing campaigns, information technology, consumer data utilization, current and sophisticated data methodologies, predictive modeling and media expertise, each of which are important to the Company’s business. She also possesses significant executive management experience, which includes insight into corporate governance, human capital management, working with management teams and boards of directors, finance, mergers and acquisitions, real estate and development, budgeting and strategic planning. We believe that Ms. Dolan’s overall experience and knowledge benefit and contribute to the collective qualifications, skills and experience of our Board of Directors.

Age: 55

Director Since: 2017

Current Board Committees:

•  Technology

KENNETH W. GILBERT

Mr. Gilbert has been a director of the Company since May 2017. From October 2012 to December 2017, he served as the Group Chief Marketing Officer of VOSS of Norway ASA, a global manufacturer and marketer of premium bottled water. Prior to joining VOSS, Mr. Gilbert founded and served as the President of RazorFocus, a marketing consultant practice, from May 2005 to October 2012. Prior to that time, he served as President and Chief Operating Officer of UniWorld Group, Inc., the longest established multicultural advertising agency in the U.S., from May 2003 to June 2004. From September 1995 to April 2001, Mr. Gilbert worked at Snapple Beverage Corporation (formerly Snapple Beverage Group, Inc.) as Senior Vice President and Chief Marketing Officer, where he led marketing efforts to revitalize the brand and assembled four company brands for successful disposition. Prior to his employment with Snapple, Mr. Gilbert served as Group Account Director at the Messner Vetere Berger Carey Schmetterer RSCG advertising agency from July 1991 to August 1995 and as Senior Vice President and Director of Client Services at UniWorld Group, Inc. from February 1989 to June 1991.

Qualifications: Mr. Gilbert possesses extensive experience in global brand management, marketing communications, advertising strategy and sustainability/ESG attributable to his overall professional background as a senior marketing executive in the consumer beverage industry. In his former role as Chief Marketing Officer for VOSS, Mr. Gilbert oversaw the company’s marketing function, administered multimillion-dollar budgets, directed internal marketing capabilities and managed the company’s strategic worldwide brand development, expansion and distribution. His Board qualifications include his in-depth knowledge and expertise in strategic planning, innovative brand revitalization, risk management, advertising conceptualization and public relations, domestic and international operations, human capital management and corporate governance. Mr. Gilbert also provides valuable and unique insights into consumer brand positioning strategies, new product development, digital and social media platforms and cultivation of brand recognition and value, all of which are important to the Company’s business. We believe that Mr. Gilbert’s overall experience and knowledge benefit and contribute to the collective qualifications, skills and experience of our Board of Directors.

Age: 71

Director Since: 2017

Current Board Committees:

•  Corporate Social Responsibility

•  Technology

RICHARD H. GOMEZ

Mr. Gomez has been a director of the Company since November 2021. Since February 2021, Mr. Gomez has served as Executive Vice President and Chief Food and Beverage Officer for Target Corporation, one of the largest mass retailers in the United States. He previously served as Target’s Executive Vice President and Chief Marketing, Digital & Strategy Officer from December 2019 to February 2021, where he oversaw strategic direction for Target’s guest-centric marketing and e-commerce business. Prior to that, Mr. Gomez served as Target’s Executive Vice President and Chief Marketing & Digital Officer from January 2019 to December 2019, Executive Vice President and Chief Marketing Officer from January 2017 to January 2019 and Senior Vice President, Brand and Category Marketing from April 2013 to January 2017. Prior to his tenure with Target, Mr. Gomez spent more than 20 years managing multi-billion consumer package goods brands, including serving as Vice President of Brand Marketing at MillerCoors from 2009 to 2013 and multiple leadership positions at PepsiCo, including Chief Marketing Officer of the non-carbonated beverage portfolio from 2007 to 2009. Mr. Gomez began his career in brand management at the Quaker Oats Company.

A graduate of Dartmouth College, Mr. Gomez currently serves on the Executive Council of MBOLD, a Minnesota-based organization that accelerates practical solutions to some of the biggest challenges facing food and agriculture. He also serves on the board of the National Museum of the American Latino at the Smithsonian.

Qualifications: Mr. Gomez has more than 20 years of experience managing multi-billion consumer packaged goods brands and since 2021, has served as Executive Vice President and Chief Food and Beverage Officer for Target Corporation, one of the largest mass retailers in the United States. His significant knowledge and expertise across marketing and retail industries brings to our Board leadership experience in consumer brand positioning and marketing strategies, new product development, domestic and international operations, digital and social media platforms and cultivation of brand recognition and value, all of which are important to the Company’s business. Throughout his professional career, Mr. Gomez has also developed extensive executive management experience, which includes financial reporting and budgeting, strategic planning and risk management, familiarity working with management teams and board of directors, information technology, human capital management, sustainability/ESG and corporate governance. We believe that Mr. Gomez’s overall experience and knowledge benefit and contribute to the collective qualifications, skills and experience of our Board of Directors.

Age: 52

Director Since: 2021

Current Board Committees:

•  Audit

•  Technology

JOSEPH A. LEVATO

Mr. Levato has been a director of the Company since September 2008 when the Company commenced its current business, the ownership and franchising of the Wendy’s restaurant system. He served as a director of the Company’s predecessor companies from June 1996 until September 2008, when Wendy’s International, Inc. merged with Triarc Companies, Inc. Mr. Levato also served as Executive Vice President and Chief Financial Officer of the Company and certain of our subsidiaries from April 1993 to August 1996, when he retired from the Company. Prior to his tenure with the Company, he was Senior Vice President and Chief Financial Officer of Trian Group, Limited Partnership from January 1992 to April 1993. From 1984 to December 1988, Mr. Levato served as Senior Vice President and Chief Financial Officer of Triangle Industries, Inc.

Qualifications: Mr. Levato has significant knowledge of industrial, financial and consumer-related businesses that is derived from his professional background, including several years of senior management and leadership experience with the Company. Mr. Levato brings to our Board an intimate knowledge of strategic planning, operations, risk management, human capital management, sustainability/ESG, corporate governance and regulatory matters relevant to public company audit and compensation committees. He also brings valuable financial and investment expertise to our Board by virtue of his senior executive and business experience, including his past service as Chief Financial Officer of three different companies. The Board of Directors has determined that Mr. Levato qualifies as an “audit committee financial expert” within the meaning of SEC regulations and as a “financially sophisticated” audit committee member under applicable Nasdaq rules. We believe that Mr. Levato’s overall experience and knowledge benefit and contribute to the collective qualifications, skills and experience of our Board of Directors.

Age: 81

Director Since: 1996

Current Board Committees:

•  Audit

•  Compensation and Human Capital

•  Executive

•  Nominating and Corporate Governance

MICHELLE “MICH” J. MATHEWS-SPRADLIN

Ms. Mathews-Spradlin has been a director of the Company since February 2015. From 1993 until her retirement in 2011, Ms. Mathews-Spradlin worked at Microsoft Corporation, where she served as Chief Marketing Officer and previously held several other key leadership positions. Prior to her employment with Microsoft, Ms. Mathews-Spradlin worked in the United Kingdom as a communications consultant for Microsoft from 1989 to 1993. She also held various roles at General Motors Co. from 1986 to 1989.

Ms. Mathews-Spradlin also serves as a board member of several private companies, including Jacana Holdings Inc., The Bouqs Company, Brandtech Group and Talkwalker Inc. She is also a digital advisory board member for Unilever PLC, a member of the board of trustees of the California Institute of Technology and a member of the executive board of the UCLA School of Theater, Film and Television.

Qualifications: Ms. Mathews-Spradlin possesses extensive experience in global brand management and a deep understanding of the technology industry attributable to her background as a senior executive at Microsoft Corporation, one of the world’s largest technology companies. In her role as Chief Marketing Officer, she oversaw the company’s global marketing function, managed a multibillion-dollar marketing budget and an organization of several thousand people, and built demand for the company’s technology brands, including Windows, Office, Xbox, Bing and Internet Explorer. Ms. Mathews-Spradlin provides the Board with substantial and unique insights into digital media and marketing strategies, as well as an in-depth understanding of consumer-facing technology, all of which are important to the Company’s business. Her Board qualifications also include extensive experience with respect to domestic and international operations, human capital management, sustainability/ESG matters and strategic planning. We believe that Ms. Mathews-Spradlin’s overall experience and knowledge benefit and contribute to the collective qualifications, skills and experience of our Board of Directors.

Age: 55

Director Since: 2015

Current Board Committees:

•  Compensation and Human Capital

•  Corporate Social Responsibility

•  Technology

TODD A. PENEGOR

Mr. Penegor joined the Company in June 2013 and has served as a director and as President and Chief Executive Officer of the Company since May 2016. He previously served as our President and Chief Financial Officer from January 2016 to May 2016, as our Executive Vice President, Chief Financial Officer and International from December 2014 to January 2016 and as our Senior Vice President and Chief Financial Officer from September 2013 to December 2014. Prior to joining the Company, Mr. Penegor worked at Kellogg Company, a global leader in food products, from 2000 to 2013 where he held several key leadership positions, including Vice President of Kellogg Company and President of U.S. Snacks from 2009 to 2013, Vice President and Chief Financial Officer of Kellogg Europe from 2007 to 2009 and Vice President and Chief Financial Officer of Kellogg USA and Kellogg Snacks from 2002 to 2007. Before joining Kellogg, Mr. Penegor worked for 12 years at Ford Motor Company in various positions, including strategy, mergers and acquisitions, the controller’s office and treasury.

Mr. Penegor has served as a director of Ball Corporation since October 2019.

Mr. Penegor is actively involved with various civic organizations and serves as a member of the board of trustees of the Dave Thomas Foundation for Adoption and as Vice President of the Michigan State University Eli Broad College of Business advisory board.

Qualifications: As our President and Chief Executive Officer, Mr. Penegor provides the Board with significant expertise in matters of strategic planning, brand building, domestic and international operations, franchising, corporate finance, information technology, real estate and development, risk management business administration, investor relations and financial reporting, all of which are important to the Company’s business. His Board qualifications also include extensive experience with respect to human capital management, corporate governance and sustainability/ESG. Prior to joining the Company, Mr. Penegor acquired extensive experience as an executive in the food products and consumer goods industries, including several years of senior management and leadership experience with Kellogg Company and Ford Motor Company. We believe that Mr. Penegor’s overall experience and knowledge will benefit and contribute to the collective qualifications, skills and experience of our Board of Directors.

Age: 56

Director Since: 2016

Current Board Committees:

•  Capital and Investment

•  Executive

PETER H. ROTHSCHILD

Mr. Rothschild has been a director of the Company since May 2010. He served as a director of Wendy’s International from March 2006 until its merger with the Company in September 2008. Since December 2018, Mr. Rothschild has been a Partner and head of the General Industries and Special Situations group at East Wind Advisors, LLC and its affiliated broker-dealer, East Wind Securities, LLC. Mr. Rothschild has been the Managing Member of Daroth Capital LLC, a financial services company, since its founding in 2001, and he served as President and CEO of its wholly-owned subsidiary, Daroth Capital Advisors LLC, a securities broker-dealer, from 2002 to 2018 until its merger with East Wind Advisors, LLC. Prior to founding Daroth Capital LLC, Mr. Rothschild was a Managing Director and co-head of the Leveraged Finance and Industrial Finance groups at Dresdner Kleinwort Wasserstein and its predecessor Wasserstein Perella, an investment bank, where he worked from 1996 to 2001. From 1990 to 1996, Mr. Rothschild was a Senior Managing Director and head of the Natural Resources Group at Bear, Stearns & Co. Inc. and one of the founders of the firm’s Leveraged Finance and Financial Buyer Coverage groups. From 1984 to 1990, he was a Managing Director at Drexel Burnham Lambert.

Mr. Rothschild previously served as a director of Deerfield Capital Corp., predecessor to CIFC Corp. (acquired by F.A.B. Partners), from December 2004 to April 2011 and as Interim Chairman of Deerfield Capital Corp.’s board of directors from April 2007 to April 2011.

Mr. Rothschild is also actively involved with various civic organizations and serves as a member of The Mount Sinai Medical Center Samuel Bronfman Department of Medicine advisory board, the Tufts University School of Engineering board of advisors and the Tufts University Gordon Institute Entrepreneurial Leadership Program advisory board.

Qualifications: Mr. Rothschild has been employed as an investment banker since 1981. He has served on the board of directors of numerous companies, including Wendy’s International and Deerfield Capital, where he served as Interim Chairman. As a result of his professional background, Mr. Rothschild brings to our Board a deep understanding of corporate governance principles and extensive knowledge and experience in finance, strategic planning, human capital management, domestic and international operations, risk management, franchising, mergers and acquisitions, capital management, corporate restructurings and the quick-service restaurant industry, all of which are important to the Company’s business. We believe that Mr. Rothschild’s overall experience and knowledge benefit and contribute to the collective qualifications, skills and experience of our Board of Directors.

Age: 66

Director Since: 2010

Current Board Committees:

•  Audit

•  Compensation and Human Capital (Chair)

•  Nominating and Corporate Governance (Chair)

ARTHUR B. WINKLEBLACK

Mr. Winkleblack has been a director of the Company since May 2016. From June 2014 to July 2019, Mr. Winkleblack provided financial, strategic planning and capital markets consulting services for Ritchie Bros. Auctioneers, a global leader in asset management and disposition and the world’s largest industrial auctioneer, where he served as Senior Advisor to the CEO. In June 2013, he retired from H. J. Heinz Company, a global packaged food manufacturer, where he had been employed as Executive Vice President and Chief Financial Officer since 2002. Prior to his tenure with Heinz, Mr. Winkleblack held senior executive positions with various private-equity owned businesses from 1996 to 2001, including Perform.com and Freeride.com as part of Indigo Capital, C. Dean Metropolous Group and Six Flags Entertainment Corporation. He was Vice President and Chief Financial Officer of Commercial Avionics Systems, a division of AlliedSignal Inc., from 1994 to 1996. Previously, he held various finance, strategy and business planning roles at PepsiCo, Inc. from 1982 to 1994.

Mr. Winkleblack has served as a director of Aramark since October 2019 and Church & Dwight Co., Inc. since January 2008. He previously served as a director of Performance Food Group Company from March 2015 until November 2019 and RTI International Metals, Inc. from December 2013 until the company was acquired by Alcoa Corporation in July 2015.

Qualifications: Mr. Winkleblack has substantial experience as a senior executive and director across a broad range of industries, giving him knowledgeable perspectives on financial and strategic planning for domestic and international operations. Mr. Winkleblack’s 12 years of experience as Chief Financial Officer of a large, multinational consumer goods company enables him to bring valuable insight to the Board on a number of topics, including compliance, performance and risk management, executive compensation, business analytics, finance and capital structure, investor relations, internal controls, financial reporting, information technology and mergers and acquisitions. His experience as a senior executive and public company director also provides a unique perspective on product supply dynamics for the quick-service restaurant industry, as well as human capital management, corporate governance and sustainability/ESG. The Board of Directors has determined that Mr. Winkleblack qualifies as an “audit committee financial expert” within the meaning of SEC regulations and as a “financially sophisticated” audit committee member under applicable Nasdaq rules. We believe that Mr. Winkleblack’s overall experience and knowledge will benefit and contribute to the collective qualifications, skills and experience of our Board of Directors.

Age: 64

Director Since: 2016

Current Board Committees:

•  Audit (Chair)

•  Nominating and Corporate Governance

The director is, or at any time during the past three years was, an employee of the Company, or an immediate family member of the director is, or at any time during the past three years was, an executive officer of the Company;

The director or an immediate family member of the director accepted, during any 12-month period within the past three years, more than $120,000 in direct or indirect compensation from the Company, other than: (i) compensation for Board or Board committee service; (ii) compensation paid to an immediate family member who is a non-executive employee of the Company; or (iii) benefits under a tax-qualified retirement plan, or non-discretionary compensation;

The director or an immediate family member of the director: (i) is a current partner of the Company’s outside auditor or (ii) was a partner or employee of the Company’s outside auditor who worked on the Company’s audit at any time during the past three years;

The director or an immediate family member of the director is employed as an executive officer of another entity where at any time during the past three years any of the Company’s executive officers served on the compensation committee of such other entity; or

The director or an immediate family member of the director is a partner in, or a controlling stockholder or an executive officer of, any organization (including a non-profit organization, foundation or university) to which the Company made, or from which the Company received, payments for property or services in the current fiscal year or any of the past three fiscal years that exceed the greater of $200,000 or 5% of the recipient’s consolidated gross revenues for that year, other than: (i) payments arising solely from investments in the Company’s securities or (ii) payments under non-discretionary charitable contribution matching programs.

The director has a “direct or indirect material interest” in such relationship or transaction within the meaning of Item 404(a) of SEC Regulation S-K and the material terms of the relationship or transaction are materially more favorable to the director than those that would be offered at the time and in comparable circumstances to unaffiliated persons; or

The Board of Directors, in exercising its judgment in light of all relevant facts and circumstances, determines that the relationship or transaction interferes with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

Mr. May is the President and a Founding Partner of Trian Partners, which, as noted above, is a significant and long-term stockholder of the Company and party to that certain agreement with the Company described under the caption “Certain Relationships and Related Person Transactions.” Mr. May also served as President and Chief Operating Officer of the predecessor of the Company from April 1993 through June 2007. The Board of Directors also considered (i) the relationship of Trian Partners and its partners with the Company and the presence of Trian Partners representatives (including Mr. Nelson Peltz) on the board of directors of Sysco Corporation through August 2021, which is one of the Company’s suppliers, and (ii) that certain family members of Mr. May hold indirect, minority ownership interests in operating companies managed by Yellow Cab Holdings, LLC, a Wendy’s franchisee, as further described under the caption “Certain Relationships and Related Person Transactions.”

Mr. Winkleblack serves as a non-management director of Aramark, which is currently a franchisee of three Wendy’s restaurants in the United States.

Ms. Dolan serves as a non-management director of AMC Networks Inc. In each of 2019, 2020 and 2021, the Company purchased advertising time from a subsidiary of AMC Networks Inc.

                 NAME

AND HUMAN

CAPITAL

NOMINATING

 AND CORPORATE 

GOVERNANCE

AND

INVESTMENT

SOCIAL
 RESPONSIBILITY 

Nelson Peltz

Chair

Chair

Peter W. May*

✓     

Chair

✓

✓

Chair

Matthew H. Peltz

✓

✓

✓

✓

Kristin A. Dolan*

✓

Kenneth W. Gilbert*

✓

✓

Richard H. Gomez*

✓

✓

Dennis M. Kass* (1)

✓

✓ (2)

Joseph A. Levato*

✓

✓ (2)

✓

✓

Michelle J. Mathews-Spradlin*

✓ (2)

✓

✓

Todd A. Penegor

✓

✓

Peter H. Rothschild*

✓

Chair (2)

Chair

Arthur B. Winkleblack*

Chair

✓

Independent Director

Not standing for re-election at the Annual Meeting.

Also serves as a member of the Performance Compensation Subcommittee.

 Committee Members:

Committee Functions:

 Richard H. Gomez

 Dennis M. Kass

 Joseph A. Levato*

 Peter H. Rothschild

  *Audit Committee Financial Expert    

 Number of

 Meetings in 2021:  4

As more fully described in its charter, the Audit Committee oversees the accounting and financial reporting processes of the Company and the integrated audits of the Company’s financial statements. The Audit Committee also assists the Board in fulfilling the Board’s oversight responsibility relating to:

•  The integrity of the Company’s financial statements and financial reporting process, the Company’s systems of internal accounting and financial controls and other financial information provided by the Company.

•  The annual independent integrated audit of the Company’s financial statements, the engagement of the Company’s independent registered public accounting firm and the evaluation of such firm’s qualifications, independence and performance.

•  Quarterly and other interim financial statements, including the external release of financial information.

•  The performance of the Company’s internal audit function.

•  The Company’s compliance with legal and regulatory requirements, including the Company’s disclosure controls and procedures.

•  Discussing risk assessment and risk management policies, particularly those involving major financial risk exposures.

Committee Functions:

 Dennis M. Kass*

 Joseph A. Levato*

 Michelle J. Mathews-Spradlin*    

 Peter W. May

  *Subcommittee Member

 Number of

 Meetings in 2021:

 4 joint meetings

As more fully described in its charter, the primary purpose of the Compensation and Human Capital Committee is to assist the Board in discharging the Board’s responsibilities relating to compensation of the Company’s non-employee directors and executive officers and reviewing the Company’s human capital management strategies and policies. In carrying out its duties, the Compensation and Human Capital Committee:

•  Reviews and approves the goals and objectives relevant to compensation of our Chief Executive Officer, evaluates the Chief Executive Officer’s performance in light of those goals and objectives and determines (or recommends to the Board for determination) the compensation of the Chief Executive Officer based on such evaluation.

•  Reviews and approves the goals and objectives relevant to the compensation of our other executive officers, oversees an evaluation of the effectiveness of the compensation program for such officers and determines the compensation of such officers upon considering all relevant matters.

•  Reviews and approves the overall compensation philosophy, policies and procedures for the Company’s executive officers, including with respect to stock ownership and clawbacks.

•  Reviews and advises the Board with respect to executive officer incentive programs, compensation plans and equity-based plans, and administers such plans as the Board designates, which includes the determination of awards to be granted to executive officers and other employees under such plans and the evaluation of achievement of established plan goals and objectives.

•  Reviews competitive market data and approves the Company’s peer group companies to evaluate the overall competitiveness of our executive and director compensation levels;

•  Reviews the competitiveness and appropriateness of our non-employee director compensation program and approves (or makes recommendations to the Board) with respect to non-employee director compensation.

•  Reviews and discusses the Compensation Discussion and Analysis prepared by management and determines whether to recommend to the Board that the Compensation Discussion and Analysis be included in the Company’s proxy statement.

•  Reviews and evaluates with management whether the Company’s compensation policies and practices for executive officers and other employees create risks that are reasonably likely to have a material adverse effect on the Company.

•  Provides recommendations to the Board regarding compensation-related proposals considered at stockholder meetings (including say-on-pay and say-on-frequency advisory votes).

•  Reviews the Company’s strategies and policies relating to human capital management and the succession plans relating to the Company’s Chief Executive Officer and other executives.

•  Performs certain oversight and settlor functions with respect to the Company’s 401(k) plan and other pension, profit sharing, thrift or retirement plans and ERISA welfare benefit plans.

 Committee Members:

Committee Functions:

 Joseph A. Levato

 Arthur B. Winkleblack

 Number of

 Meetings in 2021: 7

As more fully described in its charter, the Nominating and Corporate Governance Committee assists the Board in reviewing and overseeing the membership of the Board of Directors and corporate governance principles applicable to the Company. In fulfilling these responsibilities, the Nominating and Corporate Governance Committee:

•  Identifies individuals qualified to become members of the Board, consistent with any guidelines and criteria approved by the Board.

•  Considers and recommends director nominees for the Board to select in connection with each annual meeting of stockholders.

•  Considers and recommends nominees for election to fill any vacancies on the Board and to address related matters.

•  Recommends to the Board the committee assignments of directors.

•  Develops and recommends to the Board corporate governance principles applicable to the Company.

•  Oversees an annual evaluation of the Board’s performance.

 Committee Members:

Committee Functions:

 Kenneth W. Gilbert

 Michelle J. Mathews-Spradlin

 Peter W. May

 Matthew H. Peltz

 Number of

 Meetings in 2021: 2

As more fully described in its charter, the Corporate Social Responsibility Committee assists the Board in reviewing and overseeing the Company’s corporate social responsibility (“CSR”) strategic initiatives, including environmental, social and governance (“ESG”) matters, community involvement and outreach initiatives and philanthropic endeavors. In fulfilling these responsibilities, the Corporate Social Responsibility Committee:

•  Reviews and discusses the Company’s overall approach to CSR, including current and potential CSR strategic initiatives.

•  Provides recommendations to the Board on CSR strategic initiatives, including ESG matters, community involvement and outreach initiatives and philanthropic endeavors.

•  Reviews and approves certain charitable contributions made by or on behalf of the Company.

•  Reviews and discusses risks and opportunities, emerging trends and evolving best practices relative to the Company’s CSR strategic initiatives.

•  Considers the impact that the Company’s CSR strategic initiatives may have on Company performance, public perception, competitive position and key stakeholders.

•  Reviews and discusses with management the Company’s CSR-related disclosures and supports the Compensation and Human Capital Committee in reviewing and assessing any ESG-related goals and objectives relevant to the compensation of the Company’s executive officers.

 Committee Members:

Committee Functions:

 Kristin A. Dolan

 Kenneth W. Gilbert

 Richard H. Gomez

 Michelle J. Mathews-Spradlin

 Matthew H. Peltz

 Number of

 Meetings in 2021: 5

As more fully described in its charter, the Technology Committee assists the Board in discharging the Board’s oversight responsibilities relating to the Company’s overall development, use and risk management of information technology. In carrying out its duties, the Technology Committee:

•  Reviews and evaluates the Company’s digital customer engagement initiatives.

•  Provides recommendations to the Board regarding information technology matters, including cybersecurity matters and digital customer engagement initiatives.

•  Reviews and discusses the Company’s risk management and risk assessment guidelines and policies regarding technology risk.

•  Reviews and discusses technology trends relating to the Company’s digital customer engagement initiatives.

•  In coordination with the Audit Committee, reviews, evaluates and discusses the quality and effectiveness of the Company’s technology risk management, assessment and exposures (including information technology, cybersecurity, data security and fraud risks).

•  Consults with the Audit Committee regarding the quality and effectiveness of the Company’s technology risk management, as well as information technology and cybersecurity systems and processes that affect or relate to the Company’s internal controls.

•  Reviews and provides recommendations regarding the Company’s cybersecurity and information technology policies, programs and practices and digital customer engagement initiatives.

In 2021, we completed global Food Safety Assessments (FSAs) to ensure restaurant operators around the globe adhere to best-in-class food safety and operational procedures. We also announced a pilot program to test the use of Augmented Reality (AR) smart glasses to drive greater efficiency in food safety and supplier oversight practices and restaurant employee training.

In partnership with our recently expanded Animal Welfare Council, the Company began implementing the Animal Care Standards Program, which uses an assessment tool designed to help us recognize progressive suppliers, better track farm conditions and animal care and quantify the results. While the Company has long conducted

animal welfare audits, for the first time through this program we are cataloguing the animal welfare best practices in 17 categories for our protein supply in North America. In 2021, we tailored and tested the tool for our beef, pork and chicken supply chains and started evaluating our current suppliers in those areas. Going forward, we will look to expand program implementation to our egg and dairy supply chains.

We believe our strategic focus on diversity, equity and inclusion (“DE&I”) has helped, and will continue to help, the Company remain true to our values as well as support our financial performance and global growth strategy. Creating and fostering inclusive work environments allows us to create an engaging and welcoming culture for our employees, which we believe positively affects the quality of products, service and experience we deliver to our customers. In 2021, we created an Office of DE&I and appointed Dr. Beverly Stallings-Johnson as our Chief DE&I Officer. Under her leadership, we strive to increase our knowledge and accountability and expect our DE&I strategy to continue to grow and evolve to support our business.

Wendy’s maintains charitable giving programs that support four core categories: (i) foster care adoption; (ii) hunger and food integrity; (iii) youth and families; and (iv) vibrant communities. In 2021, Wendy’s made charitable donations to a variety of organizations across the globe, highlighted by our continued support of the Dave Thomas Foundation for Adoption, a public charity created by our founder, Dave Thomas, which has been our signature charitable cause for more than 25 years. In addition to corporate contributions, we also hosted an employee-driven Community Giving Program, in which employees from across the Wendy’s system nominated worthy charitable organizations to receive grants from The Wendy’s Foundation. We also made grants available to charitable organizations chosen by each of our thriving Employee Resource Groups (“ERGs”) to jumpstart sustainable partnership with organizations that support each ERG’s mission.

In 2021, we shared our commitment to benchmark, track and reduce our Scope 1, Scope 2 and Scope 3 greenhouse gas (GHG) emissions and set a science-based target by the end of 2023. We also reported climate data to CDP, reinforcing our commitment to transparency throughout our corporate responsibility journey. We are proud to report that we received a B score on our first CDP submission, which will both serve as a benchmark and guidepost for our climate strategy going forward.

We recognize leading ESG reporting standards such as the Global Reporting Initiative (GRI) and Sustainability Accounting Standards Board (SASB) and strive to embed their principles and frameworks throughout our public disclosures on ESG topics. Our annual Corporate Responsibility report includes reporting indices reflecting disclosures against these standards.

We are already making progress against our goal to sustainably source 100% of our customer-facing packaging by 2026 and forged new partnerships in 2021 that will provide more sustainable options and educational information for our customers.

We announced a collaboration with packaging and plastics industry leaders to move from a selection of plastic-lined paper cups with limited recyclability to single-substrate, clear plastic drink cups that more consumers will be able to recycle. Based on a mass balance approach, the cups will also use 20% ISCC-certified, recycled plastic across all North America restaurants – a quick-service restaurant industry first – with the potential to increase the amount of recycled plastic used in the future.

Through our new partnership with the How2Recycle^® label program, Wendy’s restaurants in the U.S. and Canada will educate customers on how to properly dispose of and recycle restaurant packaging. Customers will begin seeing the How2Recycle label on relevant U.S. and Canada packaging starting in 2022.

May not trade in Company securities if they are aware of material nonpublic information;

May not trade in the securities of another company if they are aware of material nonpublic information about that company which was obtained during the course of their employment with the Company;

May not share material nonpublic information with others or recommend to anyone the purchase or sale of any securities when they are aware of material, undisclosed information; and

Must comply with certain pre-clearance and blackout procedures described in the policy.

Disclosures in documents filed with the SEC;

Statements made in annual, quarterly and current reports, press releases, communications with analysts, investors and the media, speeches and presentations; and

Information contained on the Company’s website.

Plan and award metrics are tied directly to the Company’s key performance measures, such as earnings, sales, cash flow and stockholder return;

Various methods for delivering compensation are utilized, including cash-based and equity-based incentives with different time horizons that are designed to provide a balanced mix of both short-term and long-term incentives;

Performance-based awards have fixed maximum payouts;

The Company has the right to reduce or eliminate payouts under incentive awards through the use of negative discretion, including if a participant’s behavior is in conflict with the Company’s Code of Ethics or any other Company policy or procedure;

Annual incentive payouts are not made until the Company’s financial statements are audited by the Company’s independent registered public accounting firm and plan results are certified by the Chief Financial Officer; and

All incentive awards granted under the 2010 and 2020 Omnibus Award Plans contain clawback provisions in favor of the Company, including in the event the Company is required to materially restate its financial statements or a participant has engaged in “detrimental activity” (as defined in such plan).

Base salaries represent a sufficient component of executives’ total cash compensation so that excessive risk-taking that may be associated with performance-based compensation is mitigated;

Performance goals and metrics under the Company’s annual incentive plan are closely linked to the Company’s annual financial planning process and are based upon realistic operating levels that can be attained without taking inappropriate risks or deviating from normal operations or approved strategies;

Long-term equity incentive awards are based upon the Company’s performance over a multiyear period, which mitigates against the taking of short-term risk;

Incentive compensation plan design allows for adjustment of performance metrics for nonrecurring and unusual items or events so that executives are rewarded based on the Company’s actual operating results;

Equity-based awards represent a significant portion of executives’ total compensation, which links executive compensation to the long-term value of our Common Stock; and

The Board of Directors adopted our Stock Ownership and Retention Guidelines for Executive Officers and Directors that require significant stock ownership by executives, which further aligns the interests of executives with the interests of stockholders.

This Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates this Compensation and Human Capital Committee Report by reference into such other filing.

          NAME

                                     POSITION

Todd A. Penegor

President and Chief Executive Officer

Gunther Plosch

Chief Financial Officer

Kurt A. Kane

President, U.S. and Chief Commercial Officer

Abigail E. Pringle

President, International and Chief Development Officer

J. Kevin Vasconi

Chief Information Officer

Achieved double-digit global same-restaurant sales growth of 10.0% (11.2% on a two-year basis).

Delivered global systemwide sales of approximately $12.5 billion, a year-over-year increase of 9.8%.

Company-operated restaurant margin increased by 180 basis points to 16.7%.

Generated operating profit of $367.0 million, net income of $200.4 million and adjusted EBITDA² of $467.0 million while making a substantial investment of approximately $25 million in incremental advertising spend to support the growth of our breakfast daypart.

Delivered net cash provided by operating activities of $345.8 million and free cash flow³ of $263.0 million, a year-over-year increase to free cash flow of approximately 61%.⁴

Returned approximately $360 million to stockholders through dividends and share repurchases.

Building Our Breakfast Daypart

Grew overall breakfast sales during fiscal 2021 by approximately 25%, driven by successful trial-driving campaigns, strong customer repeat, two additional months of the daypart and the support of the Company’s incremental $25 million investment in breakfast advertising.

Breakfast averaged approximately 8% of sales in the United States in the fourth quarter of 2021, peaking at 8.5% during the quarter. For the full year, breakfast averaged approximately 7.3% of sales in the United States.

Announced plans to launch breakfast in Canada, the Company’s largest international market, in the spring of 2022, which will bring the percentage of the Wendy’s global system serving breakfast to approximately 95%.

Digital Acceleration

Grew global digital sales during fiscal 2021 to approximately 10% of total sales, driven by acceleration both in the U.S. (where digital sales grew to approximately 9% of total U.S. sales, an increase of approximately 75% compared to the prior year) and internationally (where digital sales grew to approximately 15% of total International sales).

Achieved a meaningful increase to the Wendy’s Rewards loyalty program in the U.S., growing total members by approximately 75% to almost 21 million total members and growing our active app users by approximately 25%.

Announced a strategic partnership with Google Cloud to enhance the Wendy’s restaurant experience and unlock new customer, restaurant and employee experiences through data-driven insights.

The Company’s fiscal 2020 results include the impact of a 53^rd operating week, which impacts full year comparisons to 2021. The 53^rd week resulted in a ~2% increase to global systemwide sales, ~$14 million in incremental Company-operated restaurant sales, a ~$2.5 million increase to Company-operated restaurant margin and an ~$8 million increase to operating profit. As applicable, the financial results for fiscal year 2020 described in this “Compensation Discussion and Analysis” include these impacts of the 53^rd week. The 53^rd week is excluded from same-restaurant sales growth, however. Global same-restaurant sales growth and systemwide sales growth are calculated on a constant currency basis and include sales by both Company-operated and franchise restaurants.

Adjusted EBITDA is a non-GAAP measure. Please refer to Annex A for a reconciliation of non-GAAP financial measures.

For 2021, the Company defined “free cash flow” as cash flows from operations minus (i) capital expenditures and (ii) the net change in the restricted operating assets and liabilities of the advertising funds and any excess/deficit of advertising funds revenue over advertising funds expense included in net income, as reported under GAAP. The impact of the cash paid for taxes related to the Company’s disposition of restaurants in the New York market was also excluded from free cash flow because the cash received by the Company on the sales of those restaurants was recorded in cash flows from investing activities. Please refer to Annex A for a reconciliation of non-GAAP financial measures.

2020 free cash flow includes the approximately $18.3 million impact of the settlement of the financial institutions case in the first quarter of 2020. This case related to the class action lawsuits brought by financial institutions against the Company related to the criminal cyberattacks that targeted the point of sale systems of certain Wendy’s franchisees in 2015 and 2016.

Expanding our Global Footprint

Opened 210 total new restaurants and 121 net new restaurants globally, our sixth consecutive year of net new restaurant growth and the most net new restaurants in almost 20 years.

Achieved a number of development milestones across the globe, including the opening of our first restaurants in the United Kingdom, the opening of our 1,000^th International location, securing more than 240 new development commitments through our groundbreaker program, launching a new build to suit program, and signing a 700 unit development agreement with REEF Kitchens to drive growth across the United States, Canada and the United Kingdom.

Enhanced the Wendy’s brand through continued execution of our Image Activation program, which includes reimaging existing restaurants and building new restaurants with innovative exterior and interior restaurant designs. At the end of 2021, 72% of Wendy’s global system restaurants were on our Image Activation design, an increase from 64% at the end of 2020. We remain on track to reimage all our restaurants by the end of 2024.

As part of the Company’s 2020 Corporate Responsibility Report that was published in April 2021, the Company shared the outcomes of its recent materiality assessment of ESG topics and announced several new goals as part of the Company’s Good Done Right strategy, including to:

Responsibly source Wendy’s top 10 priority food categories by 2030;

Increase the representation of underrepresented populations among Company leadership and management, as well as the number of diverse and women-owned Wendy’s franchisees;

Sustainably source 100% of Wendy’s customer-facing packaging by 2026; and

Benchmark, track and reduce Wendy’s Scope 1, Scope 2 and Scope 3 greenhouse gas (GHG) emissions and set a science-based target by the end of 2023.

The Company believes these goals are an important part of its ongoing corporate responsibility efforts to drive positive change in its business and in the communities in which it serves. See “Corporate Governance—Corporate Social Responsibility” for additional details on the Company’s ESG strategy and progress in 2021.

                                               WHAT WE DO        

                       WHAT WE DON’T DO

Hold an annual say-on-pay advisory vote for stockholders.

   Provide annual or multiyear incentive guarantees.

   Provide excessive perquisites or benefits to executives.

   Grant equity awards at less than fair market value.

   Offer pension benefits to executives.

   Pay dividends on equity awards that are not yet earned or vested.

   Gross-up excise taxes upon a change in control.

   Reprice underwater stock options.

   Permit speculative trading, hedging or derivative transactions in our Common Stock.

Use an appropriate mix of cash and non-cash compensation, with an emphasis on variable, performance-based compensation.

Engage independent outside compensation consultants and utilize market, industry and peer group data to ensure we compensate fairly and competitively, but not excessively.

Set meaningful performance goals at the beginning of annual and multiyear performance periods.

Balance short-term and long-term compensation to discourage short-term risk-taking at the expense of long-term results.

Mitigate undue risk-taking by utilizing multiple performance measures, imposing caps on individual payouts, employing a clawback policy for incentive compensation awards under our 2020 Omnibus Award Plan and performing an annual compensation risk assessment.

Limit accelerated vesting of equity awards by requiring a “double trigger” upon a change in control.

Set significant stock ownership and retention guidelines for the Chief Executive Officer and other executives.

Attract and retain highly qualified executives;

Motivate and reward executives for achieving Company and individual performance goals and objectives; and

Align the interests of executives with the interests of the Company’s stockholders.

CEO COMPENSATION

This chart indicates the total direct compensation of Mr. Penegor, our President and Chief Executive Officer, for each of 2019, 2020 and 2021, as reported in the 2021 Summary Compensation Table. The increase in Mr. Penegor’s compensation for 2021 was primarily driven by our strong operational and financial performance that resulted in an annual cash incentive payout at 200% of target, compared to a payout of 95% of target in the prior year.

GLOBAL SYSTEMWIDE SALES

Our accelerated, efficient growth strategy has produced consistent global systemwide sales growth driven by global new restaurant development and increased same-restaurant sales, with same-restaurant sales significantly accelerating in 2021 to double-digit growth of 10.0% During this three-year period, the Company’s global systemwide sales grew from $10.9 billion in 2019 to $12.5 billion in 2021, an increase of approximately 14%.

ADJUSTED EBITDA⁵

The Company’s operating success and resilient business model have continued to drive a higher quality of earnings, with accelerating global systemwide sales and a nearly 200 basis points expansion in Company-operated restaurant margin contributing to strong adjusted EBITDA growth in 2021. Adjusted EBITDA increased from $412.8 million in 2019 to $467.0 million in 2021, an approximately 13% increase after accounting for a substantial investment of approximately $25 million of incremental advertising in 2021 to drive additional growth in the breakfast daypart.

Please refer to Annex A for a reconciliation of non-GAAP financial measures.

*Excludes the ~$18.3M impact of the settlement
of the financial institutions case

FREE CASH FLOW⁶

The strength of the Company’s business model continues to generate resilient free cash flow, despite the impact of the COVID-19 pandemic beginning in 2020. Our strong free cash flow has enabled us to return significant cash to our stockholders, with a cumulative three-year free cash flow (excluding the settlement described below the chart) of approximately $665.8 million. Our free cash flow grew from $221.0 million in 2019 to $263.0 million in 2021, an increase of approximately 19%.

TOTAL STOCKHOLDER RETURN

Our stockholders have benefitted from the Company’s growth through increases in our stock price and dividends. Our stock price appreciated from $15.63 on the last trading day of 2018 to $23.85 on the last trading day of 2021, a 53% increase, and our quarterly cash dividend rate grew from 10.0 cents per share in first quarter 2019 to 12.0 cents per share in fourth quarter 2021, a 20% increase. For the three-year period from 2019 to 2021, we delivered total stockholder return of 61%, in line with median performance of the S&P MidCap 400 index.

Please refer to Annex A for a reconciliation of non-GAAP financial measures.

COMPONENT

PURPOSE

Base Salary

• Attract and retain highly qualified executives by providing a competitive level of fixed cash compensation that reflects the experience, responsibilities and performance of each executive.

Annual Cash Incentives

• Align executive pay with Company performance by motivating and rewarding executives over a one-year period based on the achievement of strategic business objectives.

Long-Term Equity Incentives

• Align the interests of executives with the interests of stockholders and retain highly qualified executives by motivating and rewarding executives to achieve multiyear strategic business objectives.

• Create a direct link between executive pay and the long-term performance of our Common Stock.

Perquisites and Benefits

• Provide limited perquisites and benefits, consistent with competitive market practice.

2021 EXECUTIVE COMPENSATION PEER GROUP COMPANIES

Bloomin’ Brands, Inc.

Dine Brands Global, Inc.

Restaurant Brands International Inc.

Brinker International, Inc.

Domino’s Pizza, Inc.

Starbucks Corporation