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Pay vs Performance Disclosure - USD ($)

1 Months Ended

11 Months Ended

12 Months Ended

Feb. 05, 2024

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE

Pursuant to Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation

S-K,

we are providing the following information about the relationship between the compensation “actually paid” (“CAP”) to the Company’s principal executive officer (the “PEO”) and

non-PEO

NEOs (the

“Non-PEO

NEOs”) and certain aspects of the financial performance of the Company. The CAP to our NEOs as reported in this section does not reflect the actual amount of compensation earned, realized or received by our NEOs, but is a calculation derived from the total compensation reported for each NEO in the 2024 Summary Compensation Table (the “SCT”), as adjusted pursuant to the requirements of Item 402(v) of SEC Regulation

S-K.

While the Compensation and Human Capital Committee did not utilize CAP as defined by the SEC in making compensation decisions in 2024, see “Compensation Discussion and Analysis—A Philosophy of

Pay-For-Performance”

for further information concerning the Company’s philosophy of

pay-for-performance.

VERSUS

ERFORMANCE

ABLE



Y EAR	S UMMARY C OMPENSATION T ABLE T O TAL FOR T ODD P ENEGOR 1		S UMMARY C OMPENSATION T ABLE T O TAL FOR K IRK T ANNER 1		C OMPENSATION A CTUALLY P AID TO T ODD P ENEGOR 2			C OMPENSATION A CTUALLY P AID TO K IRK T ANNER 2		A VERAGE S UMMARY C OMPENSATION T ABLE T OTAL FOR N ON -PEO NEO S 3		A VERAGE C OMPENSATION A CTUALLY P AID TO N ON -PEO NEO S 4		V ALUE OF I NITIAL F IXED $100 I NVESTMENT B ASED O N :				N ET I NCOME ( IN MILLIONS ) 7		A DJUSTED EBITDA ( IN MILLIONS ) 8
Y EAR					C OMPENSATION A CTUALLY P AID TO T ODD P ENEGOR 2			C OMPENSATION A CTUALLY P AID TO K IRK T ANNER 2						T OTAL S HAREHOLDER R ETURN 5		P EER G ROUP T OTAL S HAREHOLDER R ETURN 6		N ET I NCOME ( IN MILLIONS ) 7		A DJUSTED EBITDA ( IN MILLIONS ) 8
(a)	($) (b)		($) (c)		($) (d)			($) (e)		($) (f)		($) (g)		($) (h)		($) (i)		($) (j)		($) (k)

2024		3,291,979		17,308,117		(2,273,046	)		14,121,842		2,490,509		1,632,006		87.72		186.65		194.4		543.6

2023		8,596,408		—		1,412,451			—		2,746,501		686,555		97.84		163.00		204.4		535.9

2022		8,005,313		—		6,651,234			—		2,864,852		2,482,526		108.29		134.77		177.4		497.8

2021		9,669,733		—		11,210,465			—		3,463,434		3,974,600		111.37		147.99		200.4		467.0

2020		7,213,774		—		7,455,639			—		3,061,513		3,110,864		100.34		120.08		117.8		420.1

(1)

The dollar amounts shown in columns (b) and (c) reflect the amounts reported in the “Total” column of the SCT for each applicable year for Mr. Penegor (who was our PEO until February 5, 2024) and Mr. Tanner (who became our PEO on February 5, 2024), respectively.

(2)

The dollar amounts shown in columns (d) and (e) reflect the amount of CAP to Mr. Penegor and Mr. Tanner, respectively, as calculated in accordance with Item 402(v) of SEC Regulation

S-K

for each applicable year. In accordance with the requirements of Item 402(v) of SEC Regulation

S-K,

the following adjustments were made to the amounts reported in the “Total” column of the SCT for Mr. Penegor and Mr. Tanner, as applicable, for each year to determine the CAP:


	T ODD P ENEGOR (PEO UNTIL F EBRUARY 5, 2024)
	2024 ($)			2023 ($)			2022 ($)			2021 ($)			2020 ($)

SCT Total for Todd Penegor		3,291,979			8,596,408			8,005,313			9,669,733			7,213,774

Deduct: Reported Value of Equity Awards Granted during Fiscal Year		—			(5,749,960	)		(5,249,966	)		(5,249,974	)		(4,599,975	)

Add : Year-End Fair Value of Equity Awards Granted in the Year that are Outstanding and Unvested at Year-End		—			4,579,532			5,413,992			6,822,175			3,821,709

Add or Deduct : Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested at Year-End		(445,081	)		(3,216,785	)		(929,034	)		(134,543	)		343,964

Add or Deduct : Change in Fair Value from Prior Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year		(1,234,151	)		(3,121,640	)		(803,357	)		(49,181	)		576,656

Deduct : Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		(3,940,136	)		—			—			—			—

Add : Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation		54,343			324,895			214,286			152,255			99,511

CAP to Todd Penegor (a)		(2,273,046	)		1,412,451			6,651,234			11,210,465			7,455,639

The Wendy’s Company 2025 Proxy Statement

Table of Contents


		K IRK T ANNER (PEO FROM F EBRUARY 5, 2024)
		2024 ($)

SCT Total for Kirk Tanner		17,308,117

Deduct: Reported Value of Equity Awards Granted during Fiscal Year		(14,999,961)

Add : Year-End Fair Value of Equity Awards Granted in the Year that are Outstanding and Unvested at Year-End		11,285,145

Add or Deduct : Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested at Year-End		—

Add or Deduct : Change in Fair Value from Prior Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year		—

Deduct : Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		—

Add : Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation		528,540

CAP to Kirk Tanner (a)		14,121,842

(a)

The fair value or change in fair value, as applicable, of the equity awards described in the line items above was determined by reference to: (i) with respect to RSU awards, the closing price of our Common Stock on applicable

year-end

dates or, in the case of vesting dates, the actual vesting price; (ii) with respect to cumulative free cash flow-based performance unit awards, the same valuation methodology as RSU awards above except

year-end

and vesting date values were multiplied by the probability of achievement as of each such date; (iii) with respect to relative total shareholder return-based performance unit awards, the fair value calculated by a Monte Carlo simulation model as of the applicable

year-end

date(s) or, in the case of a vesting date, the actual vesting price and probability of achievement as of each such date; and (iv) with respect to stock options, the fair value calculated by a Black-Scholes-Merton option pricing model as of the applicable

year-end

or vesting date(s), determined based on the same methodology as used to determine grant date fair values but using the closing price of our Common Stock, risk-free interest rate, expected life in years, expected volatility and expected dividend yield as of the revaluation date.

(3)

The dollar amounts shown in column (f) reflect the average of the amounts reported in the “Total” column of the SCT for the

Non-PEO

NEOs as a group for each applicable year. For 2024, the

Non-PEO

NEOs consisted of Mr. Cook, Ms. Pringle, Mr. Wunsch, Ms. Radkoski and Mr. Plosch. For 2023, the

Non-PEO

NEOs consisted of Mr. Plosch, Ms. Pringle, Mr. Vasconi, Mr. Wunsch and Mr. Kurt A. Kane, our former President, U.S. and Chief Commercial Officer. For each of 2022, 2021 and 2020, the

Non-PEO

NEOs consisted of Mr. Plosch, Mr. Kane, Ms. Pringle and Mr. Vasconi.

The Wendy’s Company 2025 Proxy Statement

Table of Contents

(4)

The dollar amounts shown in column (g) reflect the average amount of CAP to the

Non-PEO

NEOs as a group, as calculated in accordance with Item 402(v) of SEC Regulation

S-K

for each applicable year. In accordance with the requirements of Item 402(v) of SEC Regulation

S-K,

the following adjustments were made to the average of the amounts reported in the “Total” column of the SCT for the

Non-PEO

NEOs as a group for each year to determine the CAP:


	N ON -PEO NEO S
	2024 ($)			2023 ($)			2022 ($)			2021 ($)			2020 ($)

Average SCT Total for Non-PEO NEOs		2,490,509			2,746,501			2,864,852			3,463,434			3,061,513

Deduct: Average Reported Value of Equity Awards Granted during Fiscal Year		(1,293,968	)		(1,089,970	)		(1,512,478	)		(1,437,476	)		(2,006,198	)

Add : Average Year-End Fair Value of Equity Awards Granted in the Year that are Outstanding and Unvested at Year-End		943,814			868,100			1,559,732			1,867,954			1,727,753

Add or Deduct : Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested at Year-End		(324,716	)		(744,500	)		(302,803	)		22,280			148,100

Add or Deduct : Average Change in Fair Value from Prior Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year		(247,535	)		(751,182	)		(208,462	)		638			149,668

Deduct : Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		—			(426,831	)		—			—			—

Add : Average Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation		63,902			84,436			81,685			57,770			30,028

Average CAP to Non-PEO NEOs (a)		1,632,006			686,555			2,482,526			3,974,600			3,110,864

(a)

See footnote (2.a) above for a discussion of the determination of the fair value or change in fair value, as applicable, of the equity awards described in the line items above.

(5)

Assumes an initial investment of $100 on December 27, 2019, the last trading day of fiscal 2019 and a reinvestment of all dividends when received.

(6)

The peer group reflected is the same market capitalization weighted peer group used by the Company for purposes of compliance with Item 201(e)(1)(ii) of SEC Regulation

S-K.

In addition, peer group total shareholder return is calculated using the same method the Company uses for purposes of compliance with Item 201(e)(1)(ii) of SEC Regulation

S-K.

Assumes an initial investment of $100 on December 27, 2019, the last trading day of fiscal 2019 and a reinvestment of all dividends when received. The companies that comprise this peer group are: Brinker International, Inc.; Chipotle Mexican Grill, Inc.; Darden Restaurants, Inc.; Dine Brands Global, Inc.; Domino’s Pizza, Inc.; Jack in the Box Inc.; McDonald’s Corporation; Papa John’s International, Inc.; Red Robin Gourmet Burgers, Inc.; Restaurant Brands International Inc.; Starbucks Corporation; The Wendy’s Company; and Yum! Brands, Inc.

(7)

The dollar amounts reported represent the amount of the Company’s net income for the applicable year, each as calculated in accordance with accounting principles generally accepted in the United States of America (GAAP).

(8)

The Company has determined that adjusted EBITDA is the most important financial performance measure used by the Company to link CAP to our NEOs for the 2024 fiscal year to the Company’s performance. As used in this section, adjusted EBITDA reflects the Company’s reported financial results for the applicable fiscal year and is defined as earnings before interest, taxes, depreciation and amortization, as adjusted to exclude the impact of certain specific

non-recurring

and unusual items. See

Annex A

for additional details regarding adjusted EBITDA.

Company Selected Measure Name

adjusted EBITDA

Named Executive Officers, Footnote

For 2024, the

Non-PEO

NEOs consisted of Mr. Cook, Ms. Pringle, Mr. Wunsch, Ms. Radkoski and Mr. Plosch. For 2023, the

Non-PEO

NEOs consisted of Mr. Plosch, Ms. Pringle, Mr. Vasconi, Mr. Wunsch and Mr. Kurt A. Kane, our former President, U.S. and Chief Commercial Officer. For each of 2022, 2021 and 2020, the

Non-PEO

NEOs consisted of Mr. Plosch, Mr. Kane, Ms. Pringle and Mr. Vasconi.

Peer Group Issuers, Footnote

(6)

The peer group reflected is the same market capitalization weighted peer group used by the Company for purposes of compliance with Item 201(e)(1)(ii) of SEC Regulation

S-K.

In addition, peer group total shareholder return is calculated using the same method the Company uses for purposes of compliance with Item 201(e)(1)(ii) of SEC Regulation

S-K.

Adjustment To PEO Compensation, Footnote

(2)

The dollar amounts shown in columns (d) and (e) reflect the amount of CAP to Mr. Penegor and Mr. Tanner, respectively, as calculated in accordance with Item 402(v) of SEC Regulation

S-K

for each applicable year. In accordance with the requirements of Item 402(v) of SEC Regulation

S-K,

the following adjustments were made to the amounts reported in the “Total” column of the SCT for Mr. Penegor and Mr. Tanner, as applicable, for each year to determine the CAP:


	T ODD P ENEGOR (PEO UNTIL F EBRUARY 5, 2024)
	2024 ($)			2023 ($)			2022 ($)			2021 ($)			2020 ($)

SCT Total for Todd Penegor		3,291,979			8,596,408			8,005,313			9,669,733			7,213,774

Deduct: Reported Value of Equity Awards Granted during Fiscal Year		—			(5,749,960	)		(5,249,966	)		(5,249,974	)		(4,599,975	)

Add : Year-End Fair Value of Equity Awards Granted in the Year that are Outstanding and Unvested at Year-End		—			4,579,532			5,413,992			6,822,175			3,821,709

Add or Deduct : Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested at Year-End		(445,081	)		(3,216,785	)		(929,034	)		(134,543	)		343,964

Add or Deduct : Change in Fair Value from Prior Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year		(1,234,151	)		(3,121,640	)		(803,357	)		(49,181	)		576,656

Deduct : Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		(3,940,136	)		—			—			—			—

Add : Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation		54,343			324,895			214,286			152,255			99,511

CAP to Todd Penegor (a)		(2,273,046	)		1,412,451			6,651,234			11,210,465			7,455,639

The Wendy’s Company 2025 Proxy Statement

Table of Contents


		K IRK T ANNER (PEO FROM F EBRUARY 5, 2024)
		2024 ($)

SCT Total for Kirk Tanner		17,308,117

Deduct: Reported Value of Equity Awards Granted during Fiscal Year		(14,999,961)

Add : Year-End Fair Value of Equity Awards Granted in the Year that are Outstanding and Unvested at Year-End		11,285,145

Add or Deduct : Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested at Year-End		—

Add or Deduct : Change in Fair Value from Prior Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year		—

Deduct : Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		—

Add : Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation		528,540

CAP to Kirk Tanner (a)		14,121,842

(a)

year-end

Non-PEO NEO Average Total Compensation Amount

$ 2,490,509

$ 2,746,501

$ 2,864,852

$ 3,463,434

$ 3,061,513

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,632,006

686,555

2,482,526

3,974,600

3,110,864

Adjustment to Non-PEO NEO Compensation Footnote

(4)

The dollar amounts shown in column (g) reflect the average amount of CAP to the

Non-PEO

NEOs as a group, as calculated in accordance with Item 402(v) of SEC Regulation

S-K

for each applicable year. In accordance with the requirements of Item 402(v) of SEC Regulation

S-K,

the following adjustments were made to the average of the amounts reported in the “Total” column of the SCT for the

Non-PEO

NEOs as a group for each year to determine the CAP:


	N ON -PEO NEO S
	2024 ($)			2023 ($)			2022 ($)			2021 ($)			2020 ($)

Average SCT Total for Non-PEO NEOs		2,490,509			2,746,501			2,864,852			3,463,434			3,061,513

Deduct: Average Reported Value of Equity Awards Granted during Fiscal Year		(1,293,968	)		(1,089,970	)		(1,512,478	)		(1,437,476	)		(2,006,198	)

Add : Average Year-End Fair Value of Equity Awards Granted in the Year that are Outstanding and Unvested at Year-End		943,814			868,100			1,559,732			1,867,954			1,727,753

Add or Deduct : Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested at Year-End		(324,716	)		(744,500	)		(302,803	)		22,280			148,100

Add or Deduct : Average Change in Fair Value from Prior Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year		(247,535	)		(751,182	)		(208,462	)		638			149,668

Deduct : Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		—			(426,831	)		—			—			—

Add : Average Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation		63,902			84,436			81,685			57,770			30,028

Average CAP to Non-PEO NEOs (a)		1,632,006			686,555			2,482,526			3,974,600			3,110,864

(a)

See footnote (2.a) above for a discussion of the determination of the fair value or change in fair value, as applicable, of the equity awards described in the line items above.

Compensation Actually Paid vs. Total Shareholder Return

CAP and the Company’s TSR, Net Income and Adjusted EBITDA

The tables below demonstrate the relationship between (i) CAP to our PEO and the average amount of CAP to our

Non-PEO

NEOs and (ii) the Company’s TSR, net income and adjusted EBITDA for each of 2024, 2023, 2022, 2021 and 2020.

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Company TSR and Peer Group TSR

The table below demonstrates the relationship between (i) the Company’s TSR and (ii) the weighted TSR of the Company’s peer group disclosed in footnote (6) to the Pay Versus Performance Table above, beginning on December 27, 2019 (the last trading day of fiscal 2019) and ending on December 27, 2024 (the last trading day of fiscal 2024).

Tabular List, Table

INANCIAL

ERFORMANCE

EASURES

As described in greater detail under the caption “Compensation Discussion and Analysis,” performance-based pay constitutes the most significant portion of target total direct compensation for the Company’s senior executives, consistent with the Company’s

pay-for-performance

philosophy. In our assessment, the financial performance measures selected for use in the 2024 annual cash incentive plan and long-term equity incentive awards represent the most important financial performance measures used by the Company to link CAP to the Company’s NEOs during 2024 to the Company’s performance. These measures include:

•

Adjusted EBITDA;

•

Global Same-Restaurant Sales Growth;

•

Free Cash Flow;

•

Global Systemwide Sales; and

•

Relative Total Stockholder Return (TSR) (the Company’s TSR as compared to the S&P MidCap 400 index)

See “Compensation Discussion and Analysis” for additional details on how each of the financial performance measures listed above were used in the Company’s 2024 executive compensation program.

Total Shareholder Return Amount

$ 87.72

97.84

108.29

111.37

100.34

Peer Group Total Shareholder Return Amount

186.65

163

134.77

147.99

120.08