DEF 14A of Wendy's Co, Apr 3, 2025

DEF 14A of Wendy's Co

Filed Apr 3, 2025 · FY20240001193125-25-072382

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS (Item 1 on the Company’s Proxy Card)

  2. OUR DIRECTORS AND DIRECTOR NOMINEES

    OUR DIRECTORS AND DIRECTOR NOMINEES As of the date of this Proxy Statement, there are 11 members of our Board of Directors. On March 31, 2025, one of the Company’s current directors, Mr. Kenneth W. Gilbert, informed the Company and the Board of Directors that he will not stand for re-election as a director at the Annual Meeting, with his service on the Board concluding when his term expires at the Annual Meeting. Mr. Gilbert indicated that his departure was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company thanks Mr. Gilbert for his service and contributions to the Board throughout his tenure. The size of the Board will be reduced from 11 to 10 members upon the expiration of Mr. Gilbert’s term at the Annual Meeting. Proxies cannot be voted for a greater number of persons than the 10 nominees named in the Company’s proxy materials. The Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated the 10 persons named below under the caption “—Director Nominee Qualifications and Biographical Information” for election as directors of the Company at the Annual Meeting. Each of the nominees is presently serving as a director of the Company, and each of the nominees was elected as a director at the Company’s 2024 annual meeting of stockholders. The Board of Directors recommends that the 10 nominees named below under the caption “—Director Nominee Qualifications and Biographical Information” be elected as directors of the Company at the Annual Meeting. If elected, each of the nominees will hold office until the Company’s next annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal. The persons named as proxies in the accompanying proxy card will vote FOR the election of each of the 10 nominees unless a stockholder directs otherwise. Each nominee has consented to be named and to serve as a director if elected at the Annual Meeting. The Company is unaware of any reason why any nominee would be unwilling or unable to serve as a director if elected. Should, however, any nominee be unwilling or unable to serve as a director at the time of the Annual Meeting, the persons named as proxies in the accompanying proxy card will vote for the election of such substitute person for such directorship as the Board of Directors may recommend.

  3. DIRECTOR NOMINEE SKILLS AND ATTRIBUTES

    DIRECTOR NOMINEE SKILLS AND ATTRIBUTES Our director nominees have a diversity of experience and perspective that spans a broad range of industries in the public, private and not-for-profit sectors. They bring to our Board a wide variety of skills, attributes, qualifications and experiences that strengthen the Board’s ability to carry out its oversight role on behalf of our stockholders. The matrix below is intended to disclose certain key skills, qualifications and experiences that are possessed by our director nominees and reflect their core competencies, areas of expertise or those areas in which they have a significant level of knowledge or experience. This matrix reflects information received from each of our director nominees in their responses to our annual director skills questionnaire. This information is intended to provide a summary of our director nominees’ skills, qualifications and experiences and should not be considered to be a complete list of each nominee’s strengths or contributions to the Board. The fact that a director nominee is not designated as having a particular skill does not mean that the nominee would not be able to make a meaningful contribution to the Board’s decision-making or oversight in that area. Additional details on each director nominee’s skills, qualifications and experiences are set forth in their individual biographies.

  4. DIRECTOR NOMINEE SKILLS AND ATTRIBUTES

    | Skills & Qualifications | | | | | | | | | | | | Corporate Strategy and Planning | • | • | • | • | • | • | • | • | • | • | | Operations | • | • | • | • | • | • | • | • | • | • | | QSR/Restaurant/Foodservice Industry | • | • | • | | • | | • | | • | • | | Consumer/Retail Industry | • | • | • | • | • | • | • | | • | • | | International | • | • | | • | • | • | | | • | • | | Marketing, Brand Management and Digital | | • | • | | • | • | • | • | | • | | Franchise | | • | • | • | | | | | • | • | | Financial Reporting, Oversight and Accounting | • | • | • | • | • | • | • | | • | • | | Public Company Board Experience and Corporate Governance | • | • | • | • | • | • | • | • | • | • | | Human Capital Management | • | • | | • | • | • | • | • | • | • | | Environmental and Corporate Social Responsibility | | • | • | | • | • | • | • | • | • | | Senior Leadership Experience | • | • | • | • | | • | • | • | • | • | | Background | | | | | | | | | | | | Gender Diversity | | | | • | • | • | | • | | | | Racial/Ethnic Diversity | | | | | • | | • | | | | | Independence | | | | | | | | | | | | 80% of Director Nominees are Independent | • | • | | • | • | • | • | • | • | | | Tenure | | | | | | | | | | | | Years on Board | 0-4 Years (40%) 5-9 Years (20%) 10-14 Years (20%) 15+ Years (20%) | | | | | | | | | |

  5. DIRECTOR NOMINEE QUALIFICATIONS AND BIOGRAPHICAL INFORMATION

    DIRECTOR NOMINEE QUALIFICATIONS AND BIOGRAPHICAL INFORMATION

  6. DIRECTOR NOMINEE QUALIFICATIONS AND BIOGRAPHICAL INFORMATION

    | ARTHUR B. WINKLEBLACK (CHAIRMAN) | | | Mr. Winkleblack has been a director of the Company since May 2016 and has served as the non-executive Chairman of the Board since September 2024. He previously served as the Company’s Lead Independent Director from October 2023 to September 2024. 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 Church & Dwight Co., Inc. since January 2008. He previously served as a director of Aramark from November 2019 until January 2024, 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 in the packaged foods and related industries also provides a unique perspective on product supply dynamics for the quick-service restaurant industry, as well as human capital management and corporate governance. 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: 67 Director Since: 2016 Current Board Committees: • Audit • Capital and Investment • Executive (Chair) • Nominating and Corporate Governance (Chair) |

  7. DIRECTOR NOMINEE QUALIFICATIONS AND BIOGRAPHICAL INFORMATION

    | 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. 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 previously served as a director of Tiffany & Co. from May 2008 to May 2017 and Mondelēz International, Inc. from March 2018 to May 2022. 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: 82 Director Since: 1993 Current Board Committees: • Capital and Investment (Chair) • Compensation and Human Capital • Corporate Social Responsibility • Executive • Technology (Chair) |

  8. DIRECTOR NOMINEE QUALIFICATIONS AND BIOGRAPHICAL INFORMATION

    | 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 of Trian Partners and has been a member of the firm since January 2008. 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. | 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. 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: 42 Director Since: 2015 Current Board Committees: • Capital and Investment • Corporate Social Responsibility (Chair) • Executive • Technology |

  9. DIRECTOR NOMINEE QUALIFICATIONS AND BIOGRAPHICAL INFORMATION

    | WENDY C. ARLIN | | | Ms. Arlin has been a director of the Company since December 2023. From August 2021 through July 2023, Ms. Arlin served as Executive Vice President and Chief Financial Officer of Bath & Body Works, Inc. (“BBWI”), a home fragrance, body care and soaps and sanitizer products retailer. Prior to her role as Chief Financial Officer of BBWI and prior to the spin-off of BBWI, Ms. Arlin served as Senior Vice President, Finance and Corporate Controller of L Brands, Inc., where she led the corporate finance, financial reporting, accounting and financial shared services functions from 2005 to 2021. Ms. Arlin is a certified public accountant and, prior to joining L Brands, she spent 12 years at KPMG LLP in the audit practice and ultimately held the position of partner in charge of the central Ohio consumer and industrial/information, communications and entertainment business practices. Ms. Arlin has also served as a director of WK Kellogg Co since October 2023 and Kohl’s Corporation since December 2023. | Qualifications: Ms. Arlin brings to our Board substantial expertise in corporate finance, financial reporting, oversight and accounting attributable to her professional background as a senior finance executive at a Fortune 500 company in the consumer retail industry and as an audit partner at a big four accounting firm. In her former roles as Executive Vice President and Chief Financial Officer of BBWI, Senior Vice President, Finance and Corporate Controller of L Brands, Inc. and audit partner at KPMG, Ms. Arlin also developed extensive executive management experience, which includes, among other skills, corporate strategy and planning, risk management, domestic and international operations, real estate and development, legal and compliance, franchising, information technology, human capital management, corporate governance and familiarity working with management teams, boards of directors and external auditing firms. The Board of Directors has determined that Ms. Arlin 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 Ms. Arlin’s overall experience and knowledge benefit and contribute to the collective qualifications, skills and experience of our Board of Directors. Age: 54 Director Since: 2023 Current Board Committees: • Audit (Chair) • Compensation and Human Capital |

  10. DIRECTOR NOMINEE QUALIFICATIONS AND BIOGRAPHICAL INFORMATION

    | MICHELLE CARUSO-CABRERA | | | Ms. Caruso-Cabrera has been a director of the Company since March 2023. She is currently the Chief Executive Officer of MCC Global Enterprises, the media production company she founded in September 2018, as well as a contributor to CNBC since September 2022. Previously, Ms. Caruso-Cabrera spent over 20 years at CNBC, where she was the network’s first Latina anchor and long-time Chief International Correspondent. Throughout her career, Ms. Caruso-Cabrera reported live from around the world, covering a wide range of stories, including the 2008 financial crisis, U.S. elections, the debt crisis in Greece, the Brexit vote, the European banking crisis and Russia’s first invasion of Ukraine in 2014. She has reported live from Ukraine, Russia, Iran, Cuba, Venezuela, Mexico and throughout Europe. She joined CNBC from WTSP-TV in St. Petersburg, Florida, where she spent four years as a general assignment reporter. Prior to that, Ms. Caruso-Cabrera was a special projects producer for Univision where covered Latin America, winning an Emmy for coverage of the AIDS crisis. She began her career in 1990 while at Wellesley College, as a stringer for The New York Times, reporting for the education section. Ms. Caruso-Cabrera has also been published in the Wall Street Journal and Washington Post, among other publications. The National Association of Hispanic Journalists awarded her “Broadcaster of the Year” and Hispanic Business magazine named her one of the “100 Most Influential Hispanics” in the country. Ms. Caruso-Cabrera serves as President of the Ballet Hispánico Board of Directors and serves on the international advisory board of the IE Business School in Madrid, one of Europe’s top business schools. She is a member of the Council on Foreign Relations, a member of the Economics Club of New York and an active supporter of Manna of Life Ministries in The Bronx. She previously served as a member of the Board of Directors of Del Real Foods, a privately-held food company, from August 2023 to December 2024. Ms. Caruso-Cabrera was a candidate for federal and city-level political office from February 2020 to June 2021. She served on the transition committee for New York City Mayor Eric Adams in 2021. | Qualifications: Ms. Caruso-Cabrera is a highly experienced communications professional who possesses extensive expertise in business analysis and messaging. As a long-time business and financial journalist, including as Chief International Correspondent of CNBC, Ms. Caruso-Cabrera has over 20 years of experience analyzing financial statements, corporate investment strategies and transformational corporate transactions. She also possesses a deep knowledge of the legal and regulatory environments in regions around the world. Her Board qualifications include significant expertise in communications, messaging and marketing, as well as strategic planning, domestic and international operations, human capital management, environmental/corporate social responsibility, risk management, financial reporting and corporate governance. Throughout her professional career, Ms. Caruso-Cabrera has developed extensive executive experience, including working with management teams, regulators and ratings agencies. We believe that Ms. Caruso-Cabrera’s overall experience and knowledge benefit and contribute to the collective qualifications, skills and experience of our Board of Directors. Age: 56 Director Since: 2023 Current Board Committees: • Audit • Corporate Social Responsibility |

  11. DIRECTOR NOMINEE QUALIFICATIONS AND BIOGRAPHICAL INFORMATION

    | KRISTIN A. DOLAN | | | Ms. Dolan has been a director of the Company since July 2017. She is the Chief Executive Officer of AMC Networks Inc., a position she has held since February 2023. In her role leading this global independent content company, Ms. Dolan oversees five U.S. linear television networks, seven targeted streaming services, AMC Studios, a film business and extensive international operations. Prior to that, Ms. Dolan founded and was the Chief Executive Officer of 605 LLC, an audience measurement and data analytics company in the media and entertainment industries, from November 2016 to February 2023. 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 Sphere Entertainment Co. (formerly 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, Madison Square Garden Sports Corp. (formerly The Madison Square Garden Company) from September 2015 to December 2021, AMC Networks Inc. from June 2011 to March 2023 and Revlon, Inc. from May 2017 to May 2023. | Qualifications: Ms. Dolan brings to our Board substantial expertise in media creation and distribution on traditional and emerging platforms, building and expanding vibrant and highly engaged fan communities, television audience data analytics, oversight of television production and content distribution, information integration and strategic marketing. Her breadth of knowledge and experience is attributable to her extensive professional background in communications, marketing and operations at AMC Networks, 605 LLC and Cablevision Systems Corporation. 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 and compliance, human capital management, domestic and international operations, risk management, environmental/corporate social responsibility, working with management teams and boards of directors, product management, telecommunications, 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: 58 Director Since: 2017 Current Board Committees: • Nominating and Corporate Governance • Technology |

  12. DIRECTOR NOMINEE QUALIFICATIONS AND BIOGRAPHICAL INFORMATION

    | RICHARD H. GOMEZ | | | Mr. Gomez has been a director of the Company since November 2021. Since July 2024, Mr. Gomez has served as Executive Vice President and Chief Commercial 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 Food, Essentials and Beauty Officer from February 2024 to July 2024. Prior to that, Mr. Gomez served as Executive Vice President and Chief Food and Beverage Officer from February 2021 to February 2024, Executive Vice President and Chief Marketing, Digital & Strategy Officer from December 2019 to February 2021, 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 multibillion-dollar consumer packaged goods brands, including serving as Vice President of Brand Marketing at MillerCoors from 2009 to 2013 and multiple leadership positions at PepsiCo, Inc., 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 board of the National Museum of the American Latino at the Smithsonian. | Qualifications: Mr. Gomez has more than 20 years of experience managing multibillion-dollar consumer packaged goods brands and since 2024, has served as Executive Vice President and Chief Commercial 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, compliance, environmental/corporate social responsibility 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: 55 Director Since: 2021 Current Board Committees: • Compensation and Human Capital • Technology |

  13. DIRECTOR NOMINEE QUALIFICATIONS AND BIOGRAPHICAL INFORMATION

    | 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 has served as chair of the board of directors of iAnthus Capital Holdings, Inc. since June 2022 and also serves as a board member of several private companies, including Jacana Holdings Inc., The Bouqs Company and Brandtech Group. She is also 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, environmental/corporate social responsibility, corporate governance 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: 58 Director Since: 2015 Current Board Committees: • Compensation and Human Capital • Nominating and Corporate Governance • Technology |

  14. DIRECTOR NOMINEE QUALIFICATIONS AND BIOGRAPHICAL INFORMATION

    | 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, n/k/a Centricus, a global investment firm), 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 board of directors of the Middle Market Alliance of Long Island and the Tufts University Derby Entrepreneurial Center’s 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, compliance, franchising, mergers and acquisitions, capital management, environmental/corporate social responsibility, 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: 69 Director Since: 2010 Current Board Committees: • Audit • Compensation and Human Capital (Chair) • Executive • Nominating and Corporate Governance |

  15. DIRECTOR NOMINEE QUALIFICATIONS AND BIOGRAPHICAL INFORMATION

    | KIRK TANNER | | | Mr. Tanner has served as a director and as President and Chief Executive Officer of the Company since February 2024. Prior to joining the Company, he was employed at PepsiCo, Inc., a multinational food, snack and beverage corporation (“PepsiCo”), for over 30 years. While at PepsiCo, he served as Chief Executive Officer, PepsiCo Beverages North America from January 2019 to February 2024. Prior to that, Mr. Tanner served as President and Chief Operating Officer, North America Beverages from March 2016 to December 2018, Chief Operating Officer, North America Beverages and President, Global Foodservice from March 2015 to March 2016, and President, Global Foodservice from March 2014 to March 2015. Mr. Tanner joined PepsiCo in 1992, where he worked in numerous domestic and international locations and in a variety of roles, including Senior Vice President of Frito-Lay North America’s West region from 2010 to 2013, Vice President, Sales of PepsiCo U.K. and Ireland from 2008 to 2010, Region Vice President of Frito-Lay North America’s Mountain region from 2005 to 2008, Region Vice President of Frito-Lay North America’s Mid-America region from 2002 to 2005 and Director of Sales of Frito-Lay North America’s California region from 2000 to 2002. Mr. Tanner has served as a director of VF Corporation since June 2024. Mr. Tanner is actively involved with various civic organizations and serves as a member of the advisory board of the University of Utah – David Eccles School of Business. | Qualifications: Mr. Tanner has more than 30 years of experience as an executive in the consumer goods industry, including as Chief Executive Officer, PepsiCo Beverages North America. In that role, Mr. Tanner oversaw a multibillion-dollar business unit and developed substantial expertise in driving operational performance and revenue growth, the incubation and launch of new products and the entry into new markets. As a result, Mr. Tanner provides the Board with significant expertise in matters of strategic planning, marketing and brand management, information technology, franchising, corporate finance and domestic and international operations, all of which are important to the Company’s business. His Board qualifications also include extensive experience with respect to human capital management, compliance, financial reporting, risk management, corporate governance and environmental/corporate social responsibility. We believe that Mr. Tanner’s overall experience and knowledge benefit and contribute to the collective qualifications, skills and experience of our Board of Directors. Age: 56 Director Since: 2024 Current Board Committees: • Capital and Investment • Executive |

  16. DIRECTOR NOMINEE QUALIFICATIONS AND BIOGRAPHICAL INFORMATION

    The affirmative vote of a majority of the votes cast with respect to the election of a director nominee is required to elect such nominee as a director at the Annual Meeting. Abstentions and broker non-votes will not be included in the tabulation of voting results for this proposal. THE ELECTION OF EACH OF THE 10 DIRECTOR NOMINEES.

  17. DIRECTOR INDEPENDENCE

    DIRECTOR INDEPENDENCE Under the rules and listing standards of Nasdaq, the Board of Directors must have a majority of directors who meet the criteria for independence required by Nasdaq. Pursuant to our Corporate Governance Guidelines, the Board is required to determine whether each director satisfies the criteria for independence based on all relevant facts and circumstances. No director qualifies as independent unless the Board of Directors affirmatively determines that such director has no relationship that, in the opinion of the Board, would interfere with his or her exercise of independent judgment in carrying out the responsibilities of a director. In accordance with the Corporate Governance Guidelines, the Board adopted the Director Independence Categorical Standards (the “Independence Standards”) to assist the Board in determining the independence of the Company’s directors. The Corporate Governance Guidelines and Independence Standards are available on our Governance website at www.irwendys.com/esg/governance. Pursuant to the Independence Standards, the following relationships will preclude a director from qualifying as independent:

  18. DIRECTOR INDEPENDENCE

    | • | 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; |

  19. DIRECTOR INDEPENDENCE

    | • | 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; |

  20. DIRECTOR INDEPENDENCE

    | • | 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; |

  21. DIRECTOR INDEPENDENCE

    | • | 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 |

  22. DIRECTOR INDEPENDENCE

    | • | 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. |

  23. DIRECTOR INDEPENDENCE

    In applying these objective disqualifiers, the Board of Directors will take into account any commentary, interpretations or other guidance provided by Nasdaq with respect to Nasdaq Listing Rule 5605. Under the Independence Standards, any relationships or transactions not described above will preclude a director from qualifying as independent only if:

  24. DIRECTOR INDEPENDENCE

    | • | 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 |

  25. DIRECTOR INDEPENDENCE

    | • | 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. |

  26. DIRECTOR INDEPENDENCE

    The Independence Standards provide that a relationship between the Company and an entity for which a director serves solely as a non-management director is not by itself material. The Nominating and Corporate Governance Committee and the Board of Directors considered and reviewed certain transactions and relationships identified through responses to annual questionnaires completed by the Company’s directors, as well as other information presented by management related to transactions and relationships during the past three years between the Company, on the one hand, and the directors (including their immediate family members and business, charitable and other affiliates), on the other hand. As a result of these reviews, the Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, affirmatively determined that under applicable Nasdaq rules and the Independence Standards, each of Mses. Arlin, Caruso-Cabrera, Dolan and Mathews-Spradlin and Messrs. Gilbert, Gomez, May, Rothschild and Winkleblack qualified as an independent director. In making its independence determinations with respect to Mr. May and Ms. Dolan, the Board of Directors considered the following transactions and relationships, each of which was deemed by the Board not to interfere with the respective director’s exercise of independent judgment in carrying out the responsibilities of a director:

  27. DIRECTOR INDEPENDENCE

    | • | Mr. May is the President and a Founding Partner of Trian Partners, which 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 to the Company from April 1993 through June 2007. The Board of Directors also considered 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.” |

  28. DIRECTOR INDEPENDENCE

    | • | Ms. Dolan has served as Chief Executive Officer of AMC Networks Inc. since February 2023 and served as a director of AMC Networks Inc. from June 2011 to March 2023. In each of 2022, 2023 and 2024, the Company purchased advertising time from a subsidiary of AMC Networks Inc. See the caption “Certain Relationships and Related Person Transactions” for additional details. |

  29. Executive Compensation Program and Payouts

    Executive Compensation Program and Payouts Consistent with the Company’s philosophy of pay-for-performance, the Company’s business and financial results and stockholder returns were reflected in the performance-based compensation delivered to our executives.

  30. Annual Incentive Compensation

    Annual Incentive Compensation The Company delivered results in fiscal 2024 that highlighted the strength and resiliency of the Wendy’s brand as the Company continued to deliver consistent growth. The Compensation and Human Capital Committee of our Board of Directors (referred to in this Compensation Discussion & Analysis section as the “Committee”) set rigorous goals under our executive compensation program to align pay with performance and, based on the Company’s adjusted EBITDA, global same-restaurant sales growth and free cash flow, the annual cash incentive for the NEOs paid out at 70.7% of target. See “—Compensation Decisions for 2024—Annual Cash Incentive Compensation” for additional details on the design and results of the 2024 annual incentive plan.

  31. Long-Term Equity Compensation

    Long-Term Equity Compensation With respect to long-term equity compensation, the performance unit awards granted to executives who were employed by the Company in February 2022 vested at 19.5% of target based on the Company’s relative total stockholder return and cumulative free cash flow performance over the three-year performance period beginning January 3, 2022 and ending December 29, 2024. No discretionary adjustments were made to the performance metrics or payouts under the 2022 performance unit awards. See “—Additional Compensation Decisions—Vesting of 2022 Performance Unit Awards” for additional details.

  32. Executive Transitions

    In connection with these changes, the Committee and its Performance Compensation Subcommittee (the “Subcommittee”) took certain compensation-related actions, including adjustments to salary and bonus opportunities and grants of a limited number of one-time equity awards in recognition of the complexities of executing an external CEO succession and the resulting impacts to the Company’s senior management team. The granting of one-time equity awards is not a regular part of the Company’s executive compensation program and the Subcommittee did not grant any awards or take special compensation actions for any members of the senior leadership team that remained in their existing roles following the CEO succession and resulting leadership changes. As described in further detail below, in granting these one-time equity awards to our NEOs, the Subcommittee (i) considered multiple strategic factors, (ii) linked the one-time awards to the specific circumstances of the individual new hires and/or promotions and (iii) used variable and performance-based pay to maintain alignment of interest between our executives and our stockholders.

  33. Chief Executive Officer Compensation Actions

    | • | Annual Cash Incentive Compensation. Eligibility for an annual, performance-based cash incentive under the Company’s annual incentive plan with a target equal to 175% of his annual base salary (compared to 150% for Mr. Penegor as last determined by the Committee in February 2023). |

  34. Chief Executive Officer Compensation Actions

    | • | Long-Term Equity Incentive Compensation. For fiscal year 2024, a long-term incentive award with a target value of $6.0 million, on the same terms as made available to other senior executives as part of the Company’s executive compensation program for 2024 (an increase of 4% compared to the target value of Mr. Penegor’s 2023 long-term incentive award). |

  35. Chief Executive Officer Compensation Actions

    | • | One-Time Equity Award. As an inducement to leave his prior employment and recognizing that Mr. Tanner would be forfeiting compensation from his prior employer, a one-time equity award with a grant date fair value of $9.0 million, two-thirds of which was comprised of restricted stock units that vest in substantially equal installments on each of the first three anniversaries of the grant date and one-third of which was comprised of performance share units that vest solely on the basis of three-year relative total stockholder return targets. |

  36. Chief Executive Officer Compensation Actions

    In structuring Mr. Tanner’s compensation package, the Committee considered the following: (i) the competitive market in our industry and the need to attract and retain top-tier talent; (ii) Mr. Tanner’s career with his prior employer, one of the largest and most successful global food and beverage companies, that spanned 30 years and his status as a proven senior executive; (iii) the personal risk associated with leaving a long-standing employer for a new company; and (iv) the compensation Mr. Tanner forfeited by leaving his prior employer on the Company’s desired timeline. In approving Mr. Tanner’s one-time equity award, the Subcommittee noted that: (i) Mr. Tanner was forfeiting compensation as a result of leaving his prior employer on the Board’s desired timeline; (ii) the award was exclusively in the form of performance-based and variable compensation, with no cash sign-on component, and value dependent on the Company’s financial and operational success; and (iii) a significant portion of the one-time equity award was comprised of performance share units that would not vest unless three-year relative total stockholder return targets were achieved. These features align Mr. Tanner’s one-time equity award with the interests of our stockholders. In connection with his departure from the Company, Mr. Penegor was entitled to receive payment of accrued obligations, as well as compensation and benefits consistent with an involuntary termination without “cause”. See “Employment Arrangements and Potential Payments Upon Termination or Change in Control—Severance Payments and Benefits for Todd A. Penegor” for additional details.

  37. Chief Financial Officer Compensation Actions

    | • | Annual Cash Incentive Compensation. Eligibility for an annual, performance-based cash incentive under the Company’s annual incentive plan with a target equal to 85% of his annual base salary (compared to 100% for Mr. Plosch as last determined by the Committee in February 2024). |

  38. Chief Financial Officer Compensation Actions

    | • | Long-Term Equity Incentive Compensation. For fiscal year 2025, a long-term incentive award with a target value of $1.0 million, on the same terms as will be made available to other senior executives as part of the Company’s executive compensation program for 2025 (a decrease of 47% compared to the target value of Mr. Plosch’s 2024 long-term incentive award). In February 2025, the Subcommittee approved increasing the target value to $1.115 million in recognition of Mr. Cook’s successful transition to lead the Company’s finance organization. |

  39. Chief Financial Officer Compensation Actions

    | • | One-Time Awards. To make up for compensation that Mr. Cook forfeited by leaving his prior employer and induce Mr. Cook to accept the Company’s offer on its desired timeline, (i) a one-time equity award with a grant date fair value of $300,000, comprised of restricted stock units that vest in full on the third anniversary of the grant date and (ii) a one-time cash sign-on award of $325,000 that was paid to Mr. Cook following thirty (30) days of continued active employment. In approving these one-time awards, the Committee and Subcommittee noted that the one-time awards include variable compensation, with the value dependent on the Company’s financial and operational success. |

  40. Chief Financial Officer Compensation Actions

    In connection with his departure from the Company, Mr. Plosch was entitled to compensation and benefits consistent with an involuntary termination without “cause”. See “Employment Arrangements and Potential Payments Upon Termination or Change in Control—Severance Payments and Benefits for Gunther Plosch” for additional details.

  41. President, U.S. and President, International Compensation Actions

    | • | Annual Cash Incentive Compensation. No change (target remained at 100% of salary in effect before the increase). |

  42. President, U.S. and President, International Compensation Actions

    | • | Long-Term Equity Incentive Compensation. Increases in the 2024 long-term incentive targets for Ms. Pringle and Mr. Wunsch commensurate with their increased responsibilities in these critical roles. Specifically, Ms. Pringle and Mr. Wunsch each received enhancements to their ordinary course long-term equity awards granted in August 2024, comprised of a mix of stock options and restricted stock units. |

  43. President, U.S. and President, International Compensation Actions

    | • | One-Time Equity Award. None. |

  44. Chief Marketing Officer, U.S. Compensation Actions

    | • | Annual Cash Incentive Compensation. An increase in Ms. Radkoski’s target bonus opportunity for the Company’s annual incentive plan from 50% of her base salary to 75% of her base salary (effective for the 2024 annual incentive plan). |

  45. Chief Marketing Officer, U.S. Compensation Actions

    | • | Long-Term Equity Incentive Compensation. An increase in the 2024 long-term incentive target for Ms. Radkoski. Specifically, Ms. Radkoski received an enhancement, valued at $335,000, to her ordinary course long-term equity awards granted in August 2024, comprised of a mix of stock options and restricted stock units. |

  46. Chief Marketing Officer, U.S. Compensation Actions

    | • | One-Time Equity Award. Ms. Radkoski received a one-time equity award with a grant date fair value of $500,000, comprised of restricted stock units that vest in full on the third anniversary of the grant date. |

  47. Objectives of the Executive Compensation Program

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

  48. Emphasis on Variable Compensation

    Emphasis on Variable Compensation The Committee believes that a substantial portion of the total compensation for executives should be variable and tied to Company performance. Variable compensation is dependent on our financial and operational success and the achievement of strategic business objectives that create value for our stockholders. This pay-for-performance philosophy aligns executive pay with the Company’s business objectives and ensures that executives are responsive and accountable to stockholder interests. Total direct compensation for executives is composed of three elements: (i) base salary; (ii) annual cash incentives; and (iii) long-term equity incentives. The following charts illustrate how these three components (at targeted levels of performance) were allocated for 2024 to create the overall pay mix for Mr. Tanner, the Company’s Chief Executive Officer, and the other NEOs as a group. The pay mixes shown above exclude the value of one-time awards given to new NEOs who joined the Company in 2024. “Other NEO Pay Mix” does not reflect compensation paid to Mr. Penegor or Mr. Plosch. As reflected in the charts above, variable incentive compensation that is dependent on the Company’s performance constitutes the most significant portion of target total direct compensation for executives, consistent with the Company’s pay-for-performance philosophy. By utilizing a high proportion of variable, performance-based compensation, the executive compensation program offers executives an opportunity for increased compensation in the event of successful Company performance, matched with the prospect of reduced compensation if Company performance goals are not achieved. This type of variable, performance-based compensation is substantially dependent on our financial and operational results and, with respect to our long-term equity awards, the performance of our Common Stock, which are important components of our executive compensation strategy. This compensation framework establishes a strong alignment between our executive compensation and the interests of our stockholders and supports our ability to attract, motivate and retain executive talent by rewarding our executives when they generate value for our stockholders. Our pay-for-performance strategy has resulted in executive compensation that we believe is reasonable and aligned with achievement of the Company’s business objectives. Our executives’ 2024 incentive structure was based on several key performance measures under our annual and long-term incentive plans, with the largest portion of compensation tied to equity awards that vest over a multiyear period to drive strong alignment with stockholder interests. See “—Incentive Compensation Performance Measures for 2024” below for additional details.

  49. 5. STRONG COMPENSATION GOVERNANCE AND STOCKHOLDER SUPPORT

    | 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 and performing an annual compensation risk assessment. | | | | Utilize comprehensive clawback policies that go beyond the minimum requirements of Nasdaq listing standards to cover detrimental conduct generally. | | | | 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. | |

  50. Peer Group Companies and the Use of Competitive Market Data

    Peer Group Companies and the Use of Competitive Market Data In establishing compensation levels for executives, the Committee considers competitive market, industry and peer group data, including: (i) data from companies with comparable adjusted revenue to reflect a percentage of both company revenue and systemwide revenue relative to companies included in the Willis Towers Watson U.S. General Industry Executive Compensation Survey Report (“General Industry Data”); (ii) data from the Chain Restaurant Total Rewards Association Executive and Management Compensation Survey Report (“Restaurant Industry Data”); and (iii) with respect to certain executive positions (including our Chief Executive Officer, Chief Financial Officer, President, U.S. and President, International), data from our industry peer group.(4) This data is among several factors considered by the Committee in setting executive compensation each year, together with the other factors and considerations described above. The Committee generally sets target total direct compensation for our executives to be competitive with the market, industry and peer group data and other factors described above. The Committee, with support from FW Cook, annually reviews and approves the composition of our peer group. As part of this review, the Committee considers specific criteria and recommendations from FW Cook regarding companies to be added or removed from the peer group. In selecting our peer group for 2024, the Committee considered companies from the restaurant industry that reported systemwide revenue and a market capitalization within a reasonable range of Wendy’s systemwide revenue (i.e., revenue from both Company-operated restaurants and franchised restaurants) and the Company’s market capitalization. The Committee also considered other factors, including, for example, whether the peer group company considers Wendy’s as a peer and whether the peer group company is a direct competitor, talent competitor or key industry peer of the Company.

  51. Peer Group Companies and the Use of Competitive Market Data

    | (4) With respect to the Committee’s review of General Industry Data (1,022 companies) and Restaurant Industry Data (44 companies): (i) the Committee does not select the companies that provide information for the surveys; (ii) the aggregate survey data is size-adjusted using a methodology that reflects the Company’s global systemwide sales and revenue prior to being provided to the Committee; and (iii) the Committee does not link information back to particular companies as the aggregate survey data is reported by executive position and not by company. The Committee utilizes this broad-based, third-party survey data to gain a general understanding of the current compensation practices and trends in the market and the restaurant industry. As described above, competitive market practice is only one of several factors considered by the Committee when approving the elements and amounts of compensation awarded to executives. |

  52. Peer Group Companies and the Use of Competitive Market Data

    The industry peer group used for purposes of the Company’s 2024 executive compensation program included the companies identified in the following table.

  53. Peer Group Companies and the Use of Competitive Market Data

    | 2024 EXECUTIVE COMPENSATION PEER GROUP COMPANIES | | | | Bloomin’ Brands, Inc. (BLMN) | Dine Brands Global, Inc. (DIN) | Restaurant Brands International Inc. (QSR) | | Brinker International, Inc. (EAT) | Domino’s Pizza, Inc. (DPZ) | Starbucks Corporation (SBUX) | | Chipotle Mexican Grill, Inc. (CMG) | Jack in the Box Inc. (JACK) | Texas Roadhouse, Inc. (TXRH) | | Cracker Barrel Old Country Store, Inc. (CBRL) | McDonald’s Corporation (MCD) | YUM! Brands, Inc. (YUM) | | Darden Restaurants, Inc. (DRI) | Papa John’s International Inc. (PZZA) | |

  54. Peer Group Companies and the Use of Competitive Market Data

    The Company ranked between the 25th percentile and median in market capitalization and between the median and 75th percentile in the systemwide revenues versus the industry peer group for 2024. The industry peer group is also used for competitive analyses of director compensation, as discussed under the caption “Compensation of Directors.”

  55. 8. GUIDING PRINCIPLES FOR ANNUAL AND LONG-TERM INCENTIVE PLANS

    8. GUIDING PRINCIPLES FOR ANNUAL AND LONG-TERM INCENTIVE PLANS In February 2024, the Committee and the Subcommittee approved the 2024 annual cash incentive and long-term equity incentive compensation framework for executives. The design of the 2024 annual and long-term incentive plans was guided by the following key principles:

  56. 8. GUIDING PRINCIPLES FOR ANNUAL AND LONG-TERM INCENTIVE PLANS

    | • | Drive growth over the prior period. Growth over the prior period is generally required for incentive payouts. |

  57. 8. GUIDING PRINCIPLES FOR ANNUAL AND LONG-TERM INCENTIVE PLANS

    | • | Reward executives consistent with external outlook. Payout levels are designed to motivate and reward performance that is equal to or greater than the Company’s external outlook to align executives’ interests with those of our stockholders. |

  58. 8. GUIDING PRINCIPLES FOR ANNUAL AND LONG-TERM INCENTIVE PLANS

    | • | Align executive compensation with Company performance relative to restaurant industry competitors. Performance goals are established at the beginning of the performance period taking into consideration the recent and expected performance of the Company’s industry peers. |

  59. 8. GUIDING PRINCIPLES FOR ANNUAL AND LONG-TERM INCENTIVE PLANS

    | • | Establish challenging and appropriate incentive performance goals. Incentive design and payouts are structured to support achievement of the Company’s business and financial goals set forth in the Company’s annual operating plan, with achievement of performance targets resulting in target incentive payouts, underperformance resulting in reduced payouts and outperformance of business goals providing for additional compensation opportunities. |

  60. 9. INCENTIVE COMPENSATION PERFORMANCE MEASURES FOR 2024

    9. INCENTIVE COMPENSATION PERFORMANCE MEASURES FOR 2024 In determining the appropriate incentive compensation award levels for our executives, the Committee and the Subcommittee consider the Company’s achievement of pre-established performance targets focused on a balanced mix of value-driving performance measures. For the 2024 incentive compensation program, the Committee and the Subcommittee approved performance measures designed to measure the Company’s earnings, sales growth, cash flows and stockholder returns, as shown in the following table.

  61. 9. INCENTIVE COMPENSATION PERFORMANCE MEASURES FOR 2024

    | INCENTIVE COMPENSATION COMPONENT | PERFORMANCE MEASURES | | Annual Cash Incentive | • Adjusted EBITDA • Global Same-Restaurant Sales Growth • Free Cash Flow | | Performance Units – 60% of Long-Term Equity Incentives | • Global Systemwide Sales • Three-Year Total Stockholder Return Relative to S&P MidCap 400 |

  62. 9. INCENTIVE COMPENSATION PERFORMANCE MEASURES FOR 2024

    These performance measures and the framework of our executive compensation program are further discussed below under the caption “—Compensation Decisions for 2024.” The Committee and the Subcommittee determined that for 2024, these performance measures were appropriate and consistent with our executive compensation philosophy because the measures: (i) aligned with the earnings, sales and cash flows expectations of our Board, management and stockholders; (ii) served as key indicators of our business operating and strategic performance; and (iii) held our executives accountable for driving strong financial and strategic results and stockholder returns over annual and multiyear performance periods.

  63. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation

  64. Design of the 2024 Annual Incentive Plan

    Design of the 2024 Annual Incentive Plan In February 2024, the Committee approved the adoption of the 2024 annual incentive plan, including the following changes to the performance measures: (i) reduced the weighting of adjusted EBITDA from 60% to 50%; (ii) replaced global systemwide sales with global same-restaurant sales growth (weighted at 30%); (iii) added free cash flow (weighted at 20%); and (iv) eliminated the non-financial ESG performance measure. The graphic below illustrates the weighting for the 2024 annual incentive plan: In selecting these financial performance measures, the Committee determined that (i) adjusted EBITDA continues to incentivize the Company’s focus on driving operating profitability on an annual basis, (ii) the introduction of global same-restaurant sales growth was appropriate based on its importance to the Company’s objective to drive organic sales growth, which is generally measured and managed on a year-over-year basis, and (iii) moving free cash flow from the long-term incentive plan to the annual incentive plan reflected the importance of growing free cash flow while minimizing the impact and uncertainty that changes in operational strategies and strategic initiatives can have on cash flows over a longer term. While the global same-restaurant sales growth and free cash flow metrics have replaced the ESG performance measure in the annual incentive plan, the Company (i) remains committed to the execution of its Good Done Right strategy, (ii) recognizes the continued importance of corporate responsibility considerations to the business and its stockholders and (iii) will continue to provide transparent reporting on its level of performance against the Company’s Food, Footprint and People pillars.

  65. Results under the 2024 Annual Incentive Plan

    Results under the 2024 Annual Incentive Plan The following table identifies the performance metrics, incentive opportunities and actual results achieved for the NEOs under the 2024 annual incentive plan.

  66. RESULTS UNDER 2024 ANNUAL INCENTIVE PLAN

    RESULTS UNDER 2024 ANNUAL INCENTIVE PLAN

  67. RESULTS UNDER 2024 ANNUAL INCENTIVE PLAN

    | PERFORMANCE METRIC | WEIGHT | THRESHOLD (50% PAYOUT) | TARGET (100% PAYOUT) | MAXIMUM (200% PAYOUT) | 2024 ACTUAL ACHIEVEMENT | 2024 ACTUAL PAYOUT % | WEIGHTED PAYOUT % | | Adjusted EBITDA(5) | 50% | $520M | $540M | $590M | $543.6M | 107.0% | 53.5% | | Global Same-Restaurant Sales Growth(6) | 30% | 2.5% | 4.5% | 6.5% | 1.5% | 0.0% | 0.0% | | Free Cash Flow(7) | 20% | $260M | $286M | $345M | $279.0M | 86.0% | 17.2% | | 2024 Total Payout % | | | | | | | 70.7% |

  68. RESULTS UNDER 2024 ANNUAL INCENTIVE PLAN

    | (5) “Adjusted EBITDA” for purposes of the 2024 annual incentive plan is defined as earnings for fiscal 2024 before interest, taxes, depreciation and amortization, as adjusted (i) within the “Reconciliation of Net Income to Adjusted EBITDA” (or similarly titled non-GAAP reconciliation table) as presented in the Company’s fiscal 2024 earnings release and (ii) to exclude the impact of (A) any earnings impacts resulting from unplanned adjustments to the Company’s restaurant portfolio, except to the extent that the Committee concludes such exclusion should not be made, (B) fees and expenses related to actions of activist stockholders and (C) any other specific non-recurring and unusual items or other adjustments, except to the extent that the Committee concludes such exclusion should not be made. For purposes of the 2024 annual incentive plan, the specific adjustments applied in calculating Adjusted EBITDA from the Company’s reported 2024 financial results are shown in Annex B. |

  69. RESULTS UNDER 2024 ANNUAL INCENTIVE PLAN

    | (6) “Global Same-Restaurant Sales Growth” for purposes of the 2024 annual incentive plan is defined as the increase in same-restaurant sales for fiscal 2024 versus fiscal 2023 for both Company-operated restaurants and franchised restaurants across the Wendy’s system, including both the U.S. and International. Same-restaurant sales are reported for new restaurants that have been open for 15 continuous months and for reimaged restaurants as soon as they reopen. Restaurants temporarily closed for more than one week are excluded from same-restaurant sales. Same-restaurant sales are calculated on a constant currency basis. Constant currency results exclude the impact of foreign currency translation and are derived by translating current year results at prior year average exchange rates. Same-restaurant sales exclude sales from countries with highly inflationary economies (i.e., cumulative inflation in excess of 100% over a three-year period). |

  70. RESULTS UNDER 2024 ANNUAL INCENTIVE PLAN

    | (7) “Free Cash Flow” for purposes of the 2024 annual incentive plan is defined as cash flows from operations minus (i) capital expenditures and (ii) the net change in the restricted operating assets and liabilities of the Company’s U.S. and Canadian national advertising funds and any excess/deficit of advertising funds revenue over advertising funds expenses included in net income, each as prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reported in the Company’s fiscal 2024 Consolidated Statement of Cash Flows, as adjusted (A) within the “Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow” (or similarly titled non-GAAP reconciliation table) as presented in the Company’s fiscal 2024 earnings release and (B) to exclude the impact of (1) changes in tax law, accounting standards or principles, or other laws or regulations affecting the Company’s reported results, (2) any other specific non-recurring and unusual items as described in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for fiscal 2024 and (3) any other adjustments to the extent approved by the Committee. Each adjustment made pursuant to the preceding sentence shall be calculated by reference to the applicable line item on the Company’s Consolidated Statement of Cash Flows or the applicable account or journal entry on the Company’s general ledger. |

  71. Payouts under the 2024 Annual Incentive Plan

    Payouts under the 2024 Annual Incentive Plan The following table shows the target opportunities and actual payouts for the NEOs under the 2024 annual incentive plan. The target payout levels are expressed as a percentage of base salary in effect as of the end of 2024 (or, with respect to Messrs. Penegor and Plosch, the base salary in effect at the time of their respective departures from the Company). In no event may an executive’s payout exceed the maximum incentive award opportunity established for that individual. The actual payouts for the NEOs were approved by the Committee in February 2025 based on the Company’s 2024 adjusted EBITDA performance, global same-restaurant sales growth and free cash flow results.

  72. TARGET PAYOUT LEVELS AND ACTUAL PAYOUTS UNDER 2024 ANNUAL INCENTIVE PLAN

    TARGET PAYOUT LEVELS AND ACTUAL PAYOUTS UNDER 2024 ANNUAL INCENTIVE PLAN

  73. TARGET PAYOUT LEVELS AND ACTUAL PAYOUTS UNDER 2024 ANNUAL INCENTIVE PLAN

    | PARTICIPANT | ANNUAL SALARY ($) | INCENTIVE TARGET AS % OF SALARY | ANNUAL INCENTIVE TARGET ($) | WEIGHTED PAYOUT % ACHIEVED FOR 2024 | TOTAL 2024 ANNUAL INCENTIVE PAYOUT ($) | | Kirk Tanner | 1,000,000 | 175% | 1,750,000 | 70.7% | 1,237,250 | | Kenneth Cook* | 600,000 | 85% | 510,000 | 70.7% | 30,048 | | Abigail E. Pringle | 750,000 | 100% | 750,000 | 70.7% | 530,250 | | E.J. Wunsch | 625,000 | 100% | 625,000 | 70.7% | 441,875 | | Lindsay J. Radkoski | 525,000 | 75% | 393,750 | 70.7% | 278,381 |

  74. TARGET PAYOUT LEVELS AND ACTUAL PAYOUTS UNDER 2024 ANNUAL INCENTIVE PLAN

    | * Because Mr. Cook joined the Company in December 2024, he received a prorated portion of his 2024 annual incentive. |

  75. TARGET PAYOUT LEVELS AND ACTUAL PAYOUTS UNDER 2024 ANNUAL INCENTIVE PLAN

    In addition, as shown in the following table, Messrs. Penegor and Plosch received payments in respect of their 2024 annual incentive awards, which were based on the same weighted payout of 70.7% and paid when the annual cash incentives were paid to other senior executives of the Company. Mr. Penegor, who departed the Company on February 16, 2024, was entitled to a prorated annual incentive award based on the terms of his employment letter. Mr. Plosch, who departed the Company on December 31, 2024, was entitled to his full annual incentive award based on the terms of the Company’s Executive Severance Pay Policy (the “Executive Severance Policy”). See “Employment Arrangements and Potential Payments Upon Termination or Change in Control” below for additional details.

  76. PAYOUTS UNDER 2024 ANNUAL INCENTIVE PLAN FOR FORMER EXECUTIVES

    PAYOUTS UNDER 2024 ANNUAL INCENTIVE PLAN FOR FORMER EXECUTIVES

  77. PAYOUTS UNDER 2024 ANNUAL INCENTIVE PLAN FOR FORMER EXECUTIVES

    | INDIVIDUAL | ANNUAL SALARY AT DEPARTURE ($) | INCENTIVE TARGET AS % OF SALARY | ANNUAL INCENTIVE TARGET ($) | WEIGHTED PAYOUT % ACHIEVED FOR 2024 | TOTAL 2024 ANNUAL INCENTIVE PAYOUT ($) | | Todd A. Penegor | 1,157,500 | 150% | — | 70.7% | 158,500 | | Gunther Plosch | 775,000 | 100% | 775,000 | 70.7% | 547,925 |

  78. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation In February 2024, the Subcommittee approved the 2024 long-term equity incentive compensation framework for executives. Consistent with the prior year, 2024 long-term equity incentive awards consisted of performance units (60%), stock options (25%) and restricted stock units (15%). In determining the compensation framework for the 2024 long-term incentive plan, the Subcommittee considered the importance of performance-based pay and being competitive with market practice, as well as continuing to align the interests of executives with the long-term interests of stockholders. The resulting 2024 long-term equity incentive framework is summarized in the following table.

  79. DESIGN OF 2024 LONG-TERM INCENTIVE PLAN

    DESIGN OF 2024 LONG-TERM INCENTIVE PLAN

  80. DESIGN OF 2024 LONG-TERM INCENTIVE PLAN

    | COMPONENT | WEIGHT | VESTING | TIMING OF GRANT | RATIONALE | | Performance Units | 60% | • Three-year cliff vesting, subject to the Company’s achievement of pre-determined, objective performance metrics. | • Granted first quarter (February 2024). • Performance metrics are established at the beginning of a three-year performance period. | • Value is dependent on the Company’s achievement of multiyear strategic business objectives and the price of our Common Stock. • Cliff vesting requires executives to remain with the Company through the performance period to be eligible to realize the value of the award. | | Stock Options | 25% | • Three-year ratable vesting. | • Granted third quarter (August 2024). • Consistent with historical practice and the timing of long-term equity awards to other eligible employees. | • Delivers value only if the price of our Common Stock increases. • Aligns the interests of executives with the long-term interests of stockholders. | | Restricted Stock Units | 15% | • Three-year ratable vesting. | • Granted third quarter (August 2024). • Consistent with historical practice and the timing of long-term equity awards to other eligible employees. | • Works to incentivize and retain executives and is consistent with stockholder expectations and competitive market practice. • Ultimate value depends on the price of our Common Stock, which is consistent with the Company’s philosophy of alignment with stockholder interests. |

  81. DESIGN OF 2024 LONG-TERM INCENTIVE PLAN

    2024 Performance Unit Awards. The extent of the vesting and payout of the 2024 performance unit awards is based on the Company’s achievement of the performance goals under two equally-weighted performance measures – fiscal year 2026 global systemwide sales and relative total stockholder return – over a three-year performance period (January 1, 2024 through January 3, 2027), as described in the following table.

  82. PERFORMANCE METRICS FOR 2024 PERFORMANCE UNIT AWARDS

    PERFORMANCE METRICS FOR 2024 PERFORMANCE UNIT AWARDS

  83. PERFORMANCE METRICS FOR 2024 PERFORMANCE UNIT AWARDS

    | PERFORMANCE METRIC | WEIGHT | THRESHOLD (37.5% PAYOUT) | TARGET (100% PAYOUT) | MAXIMUM (200% PAYOUT) | RATIONALE | | Fiscal Year 2026 Global Systemwide Sales(8) (Compounded Annual Growth Rate vs. FY 2023) | 50% | 5.8% | 7.8% | 9.8% | • Motivates executives to achieve same-restaurant sales growth while expanding the Company’s global footprint and driving net new restaurant growth, in line with the Company’s strategic priorities. • Rewards executives based on an internal operating measure with clear line of sight. | | Relative Total Stockholder Return(9) (Ranking vs. S&P MidCap 400) | 50% | 25th Percentile | 50th Percentile | ≥ 90th Percentile | • Motivates executives to drive superior, long-term growth in share price and dividends. • Rewards executives based on the Company’s relative performance compared to a broad market index. |

  84. PERFORMANCE METRICS FOR 2024 PERFORMANCE UNIT AWARDS

    In determining the metrics for the 2024 long-term incentive plan, the Subcommittee considered that the metrics reflect the Company’s growth-oriented goals under our long-term strategic business plan, thereby directly linking executive compensation with the Company’s long-term performance goals. Further, the Subcommittee’s selection of two performance measures and the inclusion of relative total stockholder return recognizes compensation governance best practices and marketplace trends to utilize multiple performance measures in long-term incentive plan design and to link pay outcomes with the performance of our Common Stock. Following the end of the performance period, the Subcommittee will review the extent to which the performance metrics have been achieved under the 2024 long-term incentive plan and will determine the number of shares of Common Stock that are issuable to each participant. Under the terms of the awards, there is no vesting of performance units if actual performance falls below threshold levels of performance. Consistent with prior year awards, the performance units include dividend equivalent rights, representing the right to receive additional performance units in lieu of cash dividends paid with respect to the shares of Common Stock actually earned, if any, at the completion of the performance period.

  85. PERFORMANCE METRICS FOR 2024 PERFORMANCE UNIT AWARDS

    | (8) With respect to the 2024 performance unit awards, “global systemwide sales” was defined as sales for the fiscal year ended January 3, 2027 (“Fiscal 2026”) by both Company-operated restaurants and franchised restaurants across the Wendy’s system, including both the U.S. and International. For International restaurants, local currency sales in Fiscal 2026 are converted to a constant foreign exchange rate. The constant currency approach excludes the impact of foreign currency translation by translating sales results using average exchange rates for the fiscal year ended December 31, 2023. Any market that is deemed to be highly inflationary for external reporting purposes will have its sales contributions excluded from the calculation. |

  86. PERFORMANCE METRICS FOR 2024 PERFORMANCE UNIT AWARDS

    | (9) As described herein under the caption “—Leadership Changes and Related Compensation Actions—Chief Executive Officer Compensation Actions”, in connection with Mr. Tanner’s one-time equity award, he was granted performance units in February 2024 that vest based on the achievement of three-year relative total stockholder return targets. Such targets are the same as those included in the annual performance unit awards granted to the NEOs in February 2024 and described above. |

  87. PERFORMANCE METRICS FOR 2024 PERFORMANCE UNIT AWARDS

    Grant Date Target Value of 2024 Long-Term Equity Incentive Awards. As described in greater detail above under the caption “—Leadership Changes and Related Compensation Actions—Chief Executive Officer Compensation Actions”, the Subcommittee considered a range of factors in determining the grant date target value of Mr. Tanner’s 2024 long-term equity incentive awards. The Subcommittee also discussed competitive market compensation data and other information provided by FW Cook. The Subcommittee determined the grant date target value of the 2024 long-term equity incentive awards for other executives, including Ms. Pringle, Mr. Wunsch and Mr. Plosch, by assessing the impact of the value of these awards on each executive’s target total direct compensation, competitive market practices and other relevant factors, such as internal pay equity, individual and Company performance, the value of prior year awards, the terms of individual employment arrangements (where applicable) and recommendations from Mr. Tanner. See “—Leadership Changes and Related Compensation Actions—Chief Financial Officer Compensation Actions” and “—Leadership Changes and Related Compensation Actions—Chief Marketing Officer, U.S. Compensation Actions” above for further information on the long-term equity incentive awards granted in 2024 to Mr. Cook and Ms. Radkoski. Mr. Penegor did not receive a 2024 long-term equity incentive award. See the “2024 Grants of Plan-Based Awards” table for additional information.

  88. Vesting of 2022 Performance Unit Awards

    Vesting of 2022 Performance Unit Awards In February 2022, the Subcommittee awarded performance units to the Company’s executives, including Ms. Pringle and Mr. Wunsch, as well as Messrs. Penegor and Plosch, as part of the Company’s 2022 executive compensation program. The performance units vested at the conclusion of the three-year performance period (January 3, 2022 through December 29, 2024), based on the Company’s achievement of two equally weighted performance measures—cumulative free cash flow and relative total stockholder return—over such performance period. The performance goals, actual achievements and payout levels are described in the following two tables.

  89. Vesting of 2022 Performance Unit Awards

    | | FREE CASH FLOW(10) | | RELATIVE TOTAL STOCKHOLDER RETURN | | | PERFORMANCE | VALUE | PAYOUT AS % OF TARGET | RANKING VS. S&P MIDCAP 400 | PAYOUT AS % OF TARGET | | Threshold Level | $805M | 37.5% | 25th Percentile | 37.5% | | Above Threshold | $850M | 75.0% | 37.5th Percentile | 75.0% | | Target Level | $880M | 100.0% | 50th Percentile | 100.0% | | Above Target | $940M | 150.0% | 75th Percentile | 150.0% | | Maximum Level | $1,000M | 200.0% | ≥ 90th Percentile | 200.0% | | Actual Achievement | $806.9M | 39.1% | 22.3rd Percentile | 0% |

  90. Vesting of 2022 Performance Unit Awards

    | (10) With respect to the 2022 performance unit awards, “free cash flow” was defined as cash flows from operations minus (i) capital expenditures and (ii) the net change in the restricted operating assets and liabilities of the Company’s U.S. and Canadian national advertising funds and any excess/deficit of advertising funds revenue over advertising funds expenses included in net income, each as prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reported in the Company’s fiscal 2022, 2023 and 2024 Consolidated Statements of Cash Flows, as adjusted (A) within the “Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow” (or similarly titled non-GAAP reconciliation table) as presented in the Company’s fiscal 2022, 2023 and 2024 earnings release and (B) to exclude the impact of (1) changes in tax law, accounting standards or principles, or other laws or regulations affecting the Company’s reported results, (2) any cash flow impacts resulting from the Company’s potential fiscal 2022 debt raise transaction within its securitized debt facility, (3) any other specific non-recurring and unusual items as described in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable fiscal year and (4) any other adjustments to the extent approved by the Committee. Each adjustment made pursuant to the preceding sentence shall be calculated by reference to the applicable line item on the Company’s Consolidated Statements of Cash Flows or the applicable account or journal entry on the Company’s general ledger. Consistent with this definition, the impacts of the following items were excluded from the calculation of “free cash flow” for purposes of the 2022 performance unit awards: (y) the Company’s investments (i) of incremental advertising to continue driving growth of the breakfast daypart, (ii) to drive digital growth and (iii) in digital menuboards (collectively resulting in an increase of free cash flow of $33.6 million for 2024); and (z) the completion of a debt financing transaction under the Company’s securitized financing facility in the first quarter of 2022 (resulting in an increase of free cash flow of $6.9 million for 2022). |

  91. Vesting of 2022 Performance Unit Awards

    | | ATTAINED AND WEIGHTED PERFORMANCE AS % OF TARGET | | | MEASURE | ATTAINMENT PER MEASURE | WEIGHTED ATTAINMENT | | Free Cash Flow (50%) | 39.1% | 19.5% | | Relative Total Stockholder Return (50%) | 0% | 0% | | Total Weighted Payout | | 19.5% |

  92. Vesting of 2022 Performance Unit Awards

    In February 2025, the Subcommittee approved the Company’s weighted achievement of the cumulative free cash flow and relative total stockholder return performance goals and approved share payouts equal to 19.5% of the performance unit awards to executives, including Ms. Pringle (9,407 shares), Mr. Wunsch (6,069 shares) and Mr. Plosch (10,925 shares), as well as Mr. Penegor (21,850 shares), who was entitled to a prorated portion of his 2022 performance units. No discretionary adjustments were made to the performance metrics or payouts under the 2022 performance units.

  93. 12. CHANGES TO THE EXECUTIVE COMPENSATION PROGRAM FOR 2025

    | GUIDELINE/COMPONENT | 2024 EXECUTIVE COMPENSATION PROGRAM | 2025 EXECUTIVE COMPENSATION PROGRAM | | Annual Cash Incentives | • Adjusted EBITDA (50%) • Global Same-Restaurant Sales Growth (30%) • Free Cash Flow (20%) | • Adjusted EBITDA (50%) • Global Same-Restaurant Sales Growth (30%) • Global Net Unit Growth (20%) | | Long-Term Equity Incentives – Performance Units | • Global Systemwide Sales (50%) • Relative Total Stockholder Return Relative to S&P MidCap 400 Index (50%) | • Global Systemwide Sales Growth (50%) • Global Company-Operated Restaurant Margin (50%) • Achievement subject to downward or upward adjustment of up to 25% based on relative total stockholder return relative to the Russell 3000 Restaurant Index |

  94. Clawback Provisions in Incentive Awards

    Clawback Provisions in Incentive Awards All of the cash and equity incentive awards (including both time-based and performance-based) granted to executives and other eligible participants during 2024 contain clawback provisions in favor of the Company, as follows:

  95. Clawback Provisions in Incentive Awards

    | • | In the event of a material restatement of the Company’s financial statements, the Committee will review the facts and circumstances underlying the restatement (including any potential wrongdoing by the participant) and may, in its sole discretion, direct the Company to recover all or a portion of the award or any gain realized on the vesting, exercise or settlement of the award. |

  96. Clawback Provisions in Incentive Awards

    | • | If a participant has engaged in any “detrimental activity”, the Company may cancel the participant’s award(s) and require the participant to return the award(s) or any gain realized on the vesting, exercise or settlement thereof. |

  97. Clawback Provisions in Incentive Awards

    In addition, the Board has approved a separate incentive compensation clawback policy (the “Clawback Policy”) pursuant to, and consistent with, the listing requirements of Nasdaq. The Clawback Policy applies to the Company’s current and former executive officers and provides for the mandatory recovery of certain erroneously awarded incentive-based compensation in the event that the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws. If the Company is required by law to include an additional clawback or forfeiture provision in an outstanding award, then such provision will apply to the award as if it had been included in the award on its grant date.

  98. Equity Award Granting Policy

    Equity Award Granting Policy Equity grants made to our executive officers must be approved by the Subcommittee. The Subcommittee approves and grants annual equity awards, including options, at approximately the same time every year. Each year, the Subcommittee approves the dollar amounts of the long-term equity awards for its executives in February. The performance units, which have a three-year performance period, are granted in February, and the stock option awards and restricted stock unit awards are granted in August, two full business days after the Company’s second quarter earnings release is issued. Outside of the annual grant cycle, the Subcommittee may, from time to time, grant special equity awards, such as in connection with a new hire package. The Subcommittee retains discretion to determine the grant dates for any such special equity awards, taking into account all relevant factors. The Subcommittee does not take material non-public information into account when determining the timing of the grant of equity awards, including options, and the timing of the release of material non-public information is not based on affecting the value of executive compensation.

  99. Employment Arrangements with our NEOs

    Employment Arrangements with our NEOs The Company generally does not utilize long-form employment agreements with its NEOs. Employment arrangements for our NEOs are governed by terms set forth in individual offer letters, as well as the Executive Severance Policy and applicable confidentiality and non-compete agreements. The Company believes this practice supports consistency among executives and reduces administrative complexity. Please refer to “Employment Arrangements and Potential Payments Upon Termination or Change in Control” for additional information on the employment arrangements and a summary of the key provisions related to termination of employment for the NEOs, including following a change in control.

  100. Accounting Considerations

    Accounting Considerations The Committee and Subcommittee take into consideration the accounting costs associated with long-term equity incentive awards granted to executives and other eligible employees. Under GAAP, grants of stock options, performance units and other share-based awards result in an accounting charge for the Company. In designing the executive compensation program, the Committee and Subcommittee consider the accounting implications of equity awards, including the estimated cost for financial reporting purposes and the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.

  101. 2024 SUMMARY COMPENSATION TABLE

    2024 SUMMARY COMPENSATION TABLE This 2024 Summary Compensation Table sets forth the salary, cash incentive awards, equity incentive awards and all other compensation that was earned by, or paid or awarded to, our NEOs for 2024, 2023 and 2022.

  102. 2024 SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) (1) | STOCK AWARDS ($) (2) | OPTION AWARDS ($) (3) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) (4) | ALL OTHER COMPENSATION ($) (5) | TOTAL ($) | | Kirk Tanner (6) (President and CEO) | 2024 | 901,370 | — | 13,499,964 | 1,499,997 | 1,237,250 | 169,536 | 17,308,117 | | Kenneth Cook (7) (CFO) | 2024 | 46,027 | 325,000 | 299,995 | — | 30,048 | 1,455 | 702,525 | | Abigail E. Pringle (President, U.S.) | 2024 | 723,044 | — | 1,312,456 | 487,499 | 530,250 | 13,800 | 3,067,049 | | | 2023 | 673,960 | — | 1,237,478 | 412,497 | 651,037 | 23,538 | 2,998,510 | | | 2022 | 641,986 | — | 929,985 | 619,997 | 598,650 | 29,000 | 2,819,618 | | E.J. Wunsch (8) (President, International) | 2024 | 599,604 | — | 963,718 | 406,247 | 441,875 | 15,850 | 2,427,294 | | | 2023 | 552,057 | — | 824,953 | 274,996 | 453,392 | 27,138 | 2,132,536 | | Lindsay J. Radkoski (9) (Chief Marketing Officer, U.S.) | 2024 | 443,241 | — | 809,348 | 290,623 | 278,381 | 13,478 | 1,835,071 | | Todd A. Penegor (10) (former President and CEO) | 2024 | 149,048 | — | — | — | 158,500 | 2,984,431 | 3,291,979 | | | 2023 | 1,149,870 | — | 4,312,464 | 1,437,496 | 1,642,493 | 54,085 | 8,596,408 | | | 2022 | 1,134,384 | — | 3,149,967 | 2,099,999 | 1,588,725 | 32,238 | 8,005,313 | | Gunther Plosch (11) (former CFO) | 2024 | 768,688 | — | 1,424,957 | 474,999 | 547,925 | 1,204,038 | 4,420,607 | | | 2023 | 743,768 | — | 1,387,464 | 462,498 | 717,257 | 23,538 | 3,334,525 | | | 2022 | 711,795 | — | 1,079,984 | 720,000 | 663,120 | 29,000 | 3,203,899 |

  103. 2024 SUMMARY COMPENSATION TABLE

    | (1) The amount shown for 2024 for Mr. Cook reflects a one-time cash sign-on bonus of $325,000. The sign-on bonus was approved by the Compensation and Human Capital Committee in November 2024 as part of Mr. Cook’s overall employment terms with the Company and was paid to Mr. Cook following 30 days of continued active employment. |

  104. 2024 SUMMARY COMPENSATION TABLE

    | (2) The amounts shown represent the aggregate grant date fair value of stock awards, including annual performance unit awards and restricted stock unit awards, made to certain NEOs in the year shown, computed in accordance with FASB ASC Topic 718, disregarding any estimates of forfeitures related to performance-based vesting conditions. See Note 14 (Share-Based Compensation) to the Company’s consolidated financial statements included in the 2024 Form 10-K for the assumptions made in determining these values. For Mr. Tanner, the amount shown for 2024 also includes one-time equity awards in the form of performance unit awards and restricted stock units granted upon the commencement of his employment with the Company in 2024. For Mr. Cook, the amount shown for 2024 reflects his one-time equity award in the form of restricted stock units granted upon the commencement of his employment with the Company in 2024. For Ms. Radkoski, the amount shown for 2024 also includes one-time equity awards in the form of restricted stock units granted in connection with her promotion to become an executive officer of the Company. See the caption “Compensation Discussion and Analysis—Leadership Changes and Related Compensation Actions” for more details. |

  105. 2024 SUMMARY COMPENSATION TABLE

    | The amounts shown for 2024 include the target grant date fair values of performance unit awards granted to certain NEOs in February 2024 that are subject to the Company’s achievement of performance goals established by the Subcommittee for the performance period beginning January 1, 2024 and ending January 3, 2027. At maximum achievement levels, the grant date fair values of such performance unit awards would be as follows: Mr. Tanner, $13,199,966; Ms. Pringle, $2,039,943; Mr. Wunsch, $1,439,962; Ms. Radkoski, $269,976; and Mr. Plosch, $2,279,943. For more information regarding the performance goals and potential payouts with respect to the 2024 performance unit awards granted to the NEOs, see the caption “Compensation Discussion and Analysis—Compensation Decisions for 2024—Long-Term Equity Incentive Compensation.” |

  106. 2024 SUMMARY COMPENSATION TABLE

    | (3) The amounts shown represent the aggregate grant date fair value of stock option awards made to the NEOs in the year shown, computed in accordance with FASB ASC Topic 718. See Note 14 (Share-Based Compensation) to the Company’s consolidated financial statements included in the 2024 Form 10-K for the assumptions made in |

  107. 2024 SUMMARY COMPENSATION TABLE

    | determining these values. For more information regarding the stock options granted to the NEOs in 2024, see the caption “Compensation Discussion and Analysis—Compensation Decisions for 2024—Long-Term Equity Incentive Compensation.” |

  108. 2024 SUMMARY COMPENSATION TABLE

    | (4) The amounts shown represent the annual cash incentive payouts received by the NEOs for the year shown. For more information regarding the performance goals and potential payouts with respect to the 2024 cash incentive awards granted to the NEOs, see the caption “Compensation Discussion and Analysis—Compensation Decisions for 2024—Annual Cash Incentive Compensation.” |

  109. 2024 SUMMARY COMPENSATION TABLE

    | (5) The following table sets forth the details of the “All Other Compensation” paid to the NEOs for 2024: |

  110. 2024 SUMMARY COMPENSATION TABLE

    | NAME | COMPANY CONTRIBUTIONS TO 401(K) PLAN ($) (a) | RELOCATION AND OTHER REIMBURSEMENTS ($) (b) | PAYMENTS/ACCRUALS IN CONNECTION WITH TERMINATION OF EMPLOYMENT ($) (c) | OTHER PERQUISITES OR PERSONAL BENEFITS ($) (d) | TOTAL ($) | | Kirk Tanner | — | 169,536 | — | — | 169,536 | | Kenneth Cook | — | 1,455 | — | — | 1,455 | | Abigail E. Pringle | 13,800 | — | — | — | 13,800 | | E.J. Wunsch | 13,800 | — | — | 2,050 | 15,850 | | Lindsay J. Radkoski | 11,678 | — | — | 1,800 | 13,478 | | Todd A. Penegor | 13,800 | — | 2,970,631 | — | 2,984,431 | | Gunther Plosch | 13,800 | — | 1,190,238 | — | 1,204,038 |

  111. 2024 SUMMARY COMPENSATION TABLE

    | (a) The amounts shown reflect matching contributions made by the Company to the NEOs’ respective 401(k) plan accounts. |

  112. 2024 SUMMARY COMPENSATION TABLE

    | (b) The Company maintains a relocation policy that provides, for eligible employees who are hired, promoted or transferred at the Company’s request, either (i) a lump sum of $100,000 or (ii) the reimbursement of reasonable relocation expenses incurred by eligible employees. Under the relocation policy, if an employee chooses the latter option, the reimbursement of their reasonable relocation expenses is generally tax-assisted, meaning that the reimbursed expenses are increased to offset the impact of applicable taxes. The relocation policy also provides eligible employees with financial, marketing and other assistance in connection with selling their existing home and buying a new home, including reimbursement of real estate commissions and customary closing costs. Under the relocation policy, eligible employees also may participate in a guaranteed home sale program administered by a third-party relocation firm, where a minimum sales price is determined by independent, licensed relocation appraisers. |

  113. 2024 SUMMARY COMPENSATION TABLE

    The amount shown for Mr. Tanner includes the $100,000 lump sum payment in connection with his relocation to Dublin, Ohio, as well as the reimbursement of legal fees incurred in negotiating the terms of his employment ($69,536), all of which was provided to Mr. Tanner under his employment terms with the Company. The amount shown for Mr. Cook reflects the initial relocation assistance covered by the Company in 2024 through its third-party provider under the Company’s relocation policy in connection with his relocation to Dublin, Ohio, which was provided to Mr. Cook under his employment terms with the Company. It is anticipated that the remainder of Mr. Cook’s relocation assistance will be reimbursed by the Company in 2025 once it has been incurred.

  114. 2024 SUMMARY COMPENSATION TABLE

    | (c) The amounts shown reflect the value of payments and benefits received or accrued during 2024 by Messrs. Penegor and Plosch in connection with their respective departures from the Company, which amounts do not include the value of their outstanding equity awards, all of which were previously disclosed, because such awards were not materially modified in connection with their departures. For more information regarding these payments and benefits for Messrs. Penegor and Plosch, see “Employment Arrangements and Potential Payments Upon Termination or Change in Control” below. |

  115. 2024 SUMMARY COMPENSATION TABLE

    | (d) The amounts shown for Mr. Wunsch and Ms. Radkoski include the Company’s reimbursement of medical expenses incurred under the Company’s executive physical examination program ($2,050 and $1,800, respectively). The Company adopted this program to encourage executive officers to have routine medical check-ups in an effort to maintain good health, identify health issues and drive productivity. |

  116. 2024 SUMMARY COMPENSATION TABLE

    The Company owns fractional interests in corporate aircraft to enable its executives to safely and efficiently travel for business purposes. On certain occasions, an executive’s spouse or other family members may accompany the executive on the aircraft when the aircraft is already going to a specific destination for business purposes and has available seating. In those cases, the aggregate incremental cost to the Company, if any, is reported in “Other Perquisites or Personal Benefits” above. During 2024, none of the NEOs used the aircraft solely for personal purposes.

  117. 2024 SUMMARY COMPENSATION TABLE

    | (6) Mr. Tanner was appointed as President and Chief Executive Officer of the Company effective February 5, 2024. |

  118. 2024 SUMMARY COMPENSATION TABLE

    | (7) Mr. Cook was appointed as Chief Financial Officer of the Company effective December 2, 2024. |

  119. 2024 SUMMARY COMPENSATION TABLE

    | (8) Mr. Wunsch was not a Named Executive Officer in 2022 and, therefore, his compensation information for that year has not been provided. |

  120. 2024 SUMMARY COMPENSATION TABLE

    | (9) Ms. Radkoski was not a Named Executive Officer in 2022 or 2023 and, therefore, her compensation information for those years has not been provided. |

  121. 2024 SUMMARY COMPENSATION TABLE

    | (10) Mr. Penegor’s employment was terminated without “cause” and he departed the Company in February 2024. In connection with his departure, Mr. Penegor received or became entitled to receive payment of accrued obligations, as well as certain other payments and benefits. See “Employment Arrangements and Potential Payments Upon Termination or Change in Control—Severance Payments and Benefits for Todd A. Penegor” for additional details. |

  122. 2024 SUMMARY COMPENSATION TABLE

    | (11) Mr. Plosch’s employment was terminated without “cause” and he departed the Company in December 2024. In connection with his departure, Mr. Plosch received or became entitled to receive payment of accrued obligations, as well as certain other payments and benefits. See “Employment Arrangements and Potential Payments Upon Termination or Change in Control—Severance Payments and Benefits for Gunther Plosch” for additional details. |

  123. 2024 GRANTS OF PLAN-BASED AWARDS

    2024 GRANTS OF PLAN-BASED AWARDS The following table provides information concerning the annual cash incentive awards and long-term equity incentive awards granted to the NEOs in 2024.

  124. 2024 GRANTS OF PLAN-BASED AWARDS

    | NAME | | | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS (1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS (2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) (3) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/Sh) | CLOSING MARKET PRICE ON DATE OF GRANT ($/Sh) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) (4) | | | GRANT DATE | APPROVAL DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | | | | Kirk Tanner | | | 875,000 | 1,750,000 | 3,500,000 | | | | | | | | | | | 2/22/24 | 2/22/24 | | | | 71,605 | 190,949 | 381,898 | — | — | — | — | 3,599,983 | | | 2/22/24 | 2/22/24 | | | | 56,739 | 151,305 | 302,610 | — | — | — | — | 3,000,000 | | | 2/22/24 | 2/22/24 | | | | — | — | — | 333,889(5) | — | — | 17.97 | 5,999,985 | | | 8/5/24 | 7/29/24 | | | | — | — | — | 53,892(6) | — | — | 16.70 | 899,996 | | | 8/5/24 | 7/29/24 | | | | — | — | — | — | 438,098 | 16.70 | 16.70 | 1,499,997 | | Kenneth Cook | | | 21,250 | 42,500 | 85,000 | | | | | | | | | | | 12/2/24 | 11/13/24 | | | | — | — | — | 16,611(7) | — | — | 18.06 | 299,995 | | Abigail E. Pringle | | | 375,000 | 750,000 | 1,500,000 | | | | | | | | | | | 2/22/24 | 2/22/24 | | | | 20,287 | 54,101 | 108,202 | — | — | — | — | 1,019,972 | | | 8/5/24 | 7/29/24 | | | | — | — | — | 17,514(6) | — | — | 16.70 | 292,484 | | | 8/5/24 | 7/29/24 | | | | — | — | — | — | 142,382 | 16.70 | 16.70 | 487,499 | | E.J. Wunsch | | | 312,500 | 625,000 | 1,250,000 | | | | | | | | | | | 2/22/24 | 2/22/24 | | | | 14,320 | 38,189 | 76,378 | — | — | — | — | 719,981 | | | 8/5/24 | 7/29/24 | | | | — | — | — | 14,595(6) | — | — | 16.70 | 243,737 | | | 8/5/24 | 7/29/24 | | | | — | — | — | — | 118,651 | 16.70 | 16.70 | 406,247 | | Lindsay J. Radkoski | | | 196,875 | 393,750 | 787,500 | | | | | | | | | | | 2/22/24 | 2/22/24 | | | | 2,684 | 7,160 | 14,320 | — | — | — | — | 134,988 | | | 8/5/24 | 7/29/24 | | | | — | — | — | 2,919(6) | — | — | 16.70 | 48,747 | | | 8/5/24 | 7/29/24 | | | | — | — | — | — | 23,730 | 16.70 | 16.70 | 81,249 | | | 8/15/24 | 8/15/24 | | | | — | — | — | 29,086(8) | — | — | 17.19 | 499,988 | | | 8/15/24 | 8/15/24 | | | | — | — | — | 7,308(9) | — | — | 17.19 | 125,625 | | | 8/15/24 | 8/15/24 | | | | — | — | — | — | 59,408 | 17.19 | 17.19 | 209,374 | | Todd A. Penegor (10) | — | — | 112,093 | 224,186 | 448,372 | — | — | — | — | — | — | — | — | | Gunther Plosch (11) | | | 387,500 | 775,000 | 1,550,000 | | | | | | | | | | | 2/22/24 | 2/22/24 | | | | 22,674 | 60,466 | 120,932 | — | — | — | — | 1,139,972 | | | 8/5/24 | 7/29/24 | | | | — | — | — | 17,065(6) | — | — | 16.70 | 284,986 | | | 8/5/24 | 7/29/24 | | | | — | — | — | — | 138,731 | 16.70 | 16.70 | 474,999 |

  125. 2024 GRANTS OF PLAN-BASED AWARDS

    | (1) Represents threshold, target and maximum payout levels based on 2024 performance for the annual cash incentive awards granted to the NEOs under the 2020 Omnibus Award Plan. For more information regarding the performance goals and potential payouts with respect to such awards, including additional details regarding the departures of Messrs. Penegor and Plosch, see the caption “Compensation Discussion and Analysis—Compensation Decisions for 2024—Annual Cash Incentive Compensation.” The actual amounts paid to the NEOs pursuant to such awards based on Company performance during 2024 were as follows: Mr. Tanner, $1,237,250; Mr. Cook, $30,048; Ms. Pringle, $530,250; Mr. Wunsch, $441,875; Ms. Radkoski, $278,381; Mr. Penegor, $158,500; and Mr. Plosch, $547,925. Such amounts are included in the “Non-Equity Incentive Plan Compensation” column of the 2024 Summary Compensation Table. |

  126. 2024 GRANTS OF PLAN-BASED AWARDS

    | (2) Represents threshold, target and maximum payout levels based on Company performance over a three-year period for performance unit awards granted to the NEOs under the 2020 Omnibus Award Plan. For more information regarding the performance goals and potential payouts with respect to such awards, see “Compensation Discussion and Analysis—Compensation Decisions for 2024—Long-Term Equity Incentive Compensation.” The performance units include dividend equivalent rights, representing the right to receive additional performance units in lieu of cash dividends paid with respect to the shares of Common Stock actually earned, if any, at the completion of the performance period. The amount shown for Mr. Tanner also includes the value of a portion of his one-time equity award granted upon the commencement of his employment with this Company in 2024. See “Compensation Discussion and Analysis—Leadership Changes and Related Compensation Actions—Chief Executive Officer Compensation Actions” for additional details. |

  127. 2024 GRANTS OF PLAN-BASED AWARDS

    | (3) Reflects stock options granted to the NEOs under the 2020 Omnibus Award Plan, each having an exercise price equal to the “fair market value” (i.e., the closing sales price) of the underlying shares of Common Stock on the grant date and expiring ten years from the grant date, unless sooner exercised or forfeited. All of the stock options vest and become exercisable in three equal installments on the first, second and third anniversaries of the grant date, subject to the executive’s continued employment on the applicable vesting date. |

  128. 2024 GRANTS OF PLAN-BASED AWARDS

    | (4) Represents the grant date fair value of equity awards granted to the NEOs, computed in accordance with FASB ASC Topic 718, disregarding any estimates of forfeitures related to performance-based vesting conditions. The grant date fair value of the performance unit awards granted to Mr. Tanner, Ms. Pringle, Mr. Wunsch, Ms. Radkoski and Mr. Plosch on February 22, 2024 is based on achieving target levels of performance. See Note 14 (Share-Based Compensation) to the Company’s consolidated financial statements included in the 2024 Form 10-K for the assumptions made in determining those values. |

  129. 2024 GRANTS OF PLAN-BASED AWARDS

    | (5) Reflects restricted stock units granted to Mr. Tanner as part of his one-time equity award in connection with the commencement of his employment with the Company. The restricted stock units will vest in three equal installments on the first, second and third anniversaries of the grant date, subject to Mr. Tanner’s continued employment on the applicable vesting date. The restricted stock units include dividend equivalent rights, representing the right to receive additional restricted stock units in lieu of cash dividends paid with respect to the shares of Common Stock underlying the award (if and when the award vests). See “Compensation Discussion and Analysis—Leadership Changes and Related Compensation Actions—Chief Executive Officer Compensation Actions” for additional details. |

  130. 2024 GRANTS OF PLAN-BASED AWARDS

    | (6) Reflects restricted stock units granted to the NEOs under the 2020 Omnibus Award Plan. All of the restricted stock units will vest in three equal installments on the first, second and third anniversaries of the grant date, subject to the executive’s continued employment on the applicable vesting date. The restricted stock units include dividend equivalent rights, representing the right to receive additional restricted stock units in lieu of cash dividends paid with respect to the shares of Common Stock underlying the award (if and when the award vests). |

  131. 2024 GRANTS OF PLAN-BASED AWARDS

    | (7) Reflects restricted stock units granted to Mr. Cook as part of his one-time equity award in connection with the commencement of his employment with the Company. The restricted stock units will vest in full on the third anniversary of the grant date, subject to Mr. Cook’s continued employment on the vesting date. The restricted stock units include dividend equivalent rights, representing the right to receive additional restricted stock units in lieu of cash dividends paid with respect to the shares of Common Stock underlying the award (if and when the award vests). See “Compensation Discussion and Analysis—Leadership Changes and Related Compensation Actions—Chief Financial Officer Compensation Actions” for additional details. |

  132. 2024 GRANTS OF PLAN-BASED AWARDS

    | (8) Reflects restricted stock units granted to Ms. Radkoski in connection with her promotion to become an executive officer of the Company. The restricted stock units will vest in full on the third anniversary of the grant date, subject to Ms. Radkoski’s continued employment on the vesting date. The restricted stock units include dividend equivalent rights, representing the right to receive additional restricted stock units in lieu of cash dividends paid with respect to the shares of Common Stock underlying the award (if and when the award vests). See “Compensation Discussion and Analysis—Leadership Changes and Related Compensation Actions—Chief Marketing Officer, U.S. Compensation Actions” for additional details. |

  133. 2024 GRANTS OF PLAN-BASED AWARDS

    | (9) Reflects restricted stock units granted to Ms. Radkoski in connection with her promotion to become an executive officer of the Company. The restricted stock units will vest in three equal installments on the first, second and third anniversaries of the grant date, subject to Ms. Radkoski’s continued employment on the applicable vesting date. The restricted stock units include dividend equivalent rights, representing the right to receive additional restricted stock units in lieu of cash dividends paid with respect to the shares of Common Stock underlying the award (if and |

  134. 2024 GRANTS OF PLAN-BASED AWARDS

    | when the award vests). See “Compensation Discussion and Analysis—Leadership Changes and Related Compensation Actions—Chief Marketing Officer, U.S. Compensation Actions” for additional details. |

  135. 2024 GRANTS OF PLAN-BASED AWARDS

    | (10) Mr. Penegor’s employment was terminated without “cause” and he departed the Company in February 2024. Mr. Penegor did not receive any grants of stock or option awards in 2024. See “Employment Arrangements and Potential Payments Upon Termination or Change in Control—Severance Payments and Benefits for Todd A. Penegor” for additional details. |

  136. 2024 GRANTS OF PLAN-BASED AWARDS

    | (11) Mr. Plosch’s employment was terminated without “cause” and he departed the Company in December 2024. See “Employment Arrangements and Potential Payments Upon Termination or Change in Control—Severance Payments and Benefits for Gunther Plosch” for additional details. |

  137. OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END The following table provides information concerning the unexercised stock options and unvested restricted stock unit and performance unit awards held by the NEOs as of the end of 2024.

  138. OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END

    | | OPTION AWARDS | | | | STOCK AWARDS | | | | | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE (1) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE (2) | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (3) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) (3) | | Kirk Tanner | — | 438,098 | 16.7000 | 8/5/2034 | | | | | | | | | | | 353,526 (4) | 5,833,179 | | | | | | | | | 55,459 (9) | 915,074 | | | | | | | | | | | 60,076 (14) | 991,254 | | | | | | | | | 75,817 (15) | 1,250,981 | | Kenneth Cook | | | | | 16,856 (5) | 278,124 | | | | Abigail E. Pringle | 65,951 | — | 9.8575 | 8/7/2025 | | | | | | | 70,868 | — | 10.0875 | 8/12/2026 | | | | | | | 80,015 | — | 15.3550 | 8/11/2027 | | | | | | | 96,979 | — | 18.5150 | 8/20/2028 | | | | | | | 123,639 | — | 19.7100 | 8/9/2029 | | | | | | | 100,272 | — | 22.3400 | 8/7/2030 | | | | | | | 97,919 | — | 23.7000 | 8/13/2031 | | | | | | | 65,312 | 32,657 | 21.4000 | 8/12/2032 | | | | | | | 25,678 | 51,358 | 21.5300 | 8/11/2033 | | | | | | | — | 142,382 | 16.7000 | 8/5/2034 | | | | | | | | | | | 8,321 (7) | 137,297 | | | | | | | | | 18,023 (9) | 297,380 | | | | | | | | | | | 15,472 (12) | 255,288 | | | | | | | | | 44,050 (13) | 726,825 | | | | | | | | | 21,480 (15) | 354,420 | | E.J. Wunsch | 44,008 | — | 15.3550 | 8/11/2027 | | | | | | | 49,057 | — | 18.5150 | 8/20/2028 | | | | | | | 80,217 | — | 19.7100 | 8/9/2029 | | | | | | | 61,135 | — | 22.3400 | 8/7/2030 | | | | | | | 53,698 | — | 23.7000 | 8/13/2031 | | | | | | | 42,137 | 21,069 | 21.4000 | 8/12/2032 | | | | | | | 17,119 | 34,238 | 21.5300 | 8/11/2033 | | | | | | | — | 118,651 | 16.7000 | 8/5/2034 | | | | | | | | | | | 5,548 (7) | 91,542 | | | | | | | | | 15,019 (9) | 247,814 | | | | | | | | | | | 9,982 (12) | 164,703 | | | | | | | | | 29,365 (13) | 484,523 | | | | | | | | | 15,162 (15) | 250,173 | | Lindsay J. Radkoski | 8,001 | — | 15.3550 | 8/11/2027 | | | | | | | 6,061 | — | 18.5150 | 8/20/2028 | | | | | | | 18,362 | — | 19.7100 | 8/9/2029 | | | | | | | 11,280 | — | 22.3400 | 8/7/2030 | | | | | | | 8,528 | — | 23.7000 | 8/13/2031 | | | | | | | 6,320 | 3,160 | 21.4000 | 8/12/2032 | | | | | | | 3,501 | 7,003 | 21.5300 | 8/11/2033 | | | | | | | — | 23,730 | 16.7000 | 8/5/2034 | | | | | | | — | 59,408 | 17.1900 | 8/15/2034 | | | | | | | | | | | 4,726 (6) | 77,979 | | | | | | | | | 1,136 (7) | 18,744 | | | | | | | | | 8,296 (8) | 136,884 | | | | | | | | | 3,003 (9) | 49,550 | | | | | | | | | 29,931 (10) | 493,862 | | | | | | | | | 7,520 (11) | 124,080 | | | | | | | | | | | 6,005 (13) | 99,083 | | | | | | | | | 2,842 (15) | 46,893 | | Todd A. Penegor (16) | 384,377 | — | 22.3400 | 2/16/2025 | | | | | | | 313,238 | — | 23.7000 | 2/16/2025 | | | | | | | 221,221 | — | 21.4000 | 2/16/2025 | | | | | | | 44,743 | — | 21.5300 | 2/16/2025 | | | | | | | | | | | | | 35,936 (12) | 592,944 | | | | | | | | | 52,633 (13) | 868,445 |

  139. OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END

    | | OPTION AWARDS | | | | STOCK AWARDS | | | | | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE (1) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE (2) | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (3) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) (3) | | Gunther Plosch (17) | 133,346 | — | 18.5150 | 8/20/2028 | | | | | | | 161,588 | — | 19.7100 | 8/9/2029 | | | | | | | 108,628 | — | 22.3400 | 8/7/2030 | | | | | | | 97,919 | — | 23.7000 | 8/13/2031 | | | | | | | 75,847 | 37,924 | 21.4000 | 8/12/2032 | | | | | | | 28,791 | 57,583 | 21.5300 | 8/11/2033 | | | | | | | — | 138,731 | 16.7000 | 8/5/2034 | | | | | | | | | | | 9,328 (7) | 153,912 | | | | | | | | | 17,561 (9) | 289,757 | | | | | | | | | | | 17,968 (12) | 296,472 | | | | | | | | | 49,390 (13) | 814,935 | | | | | | | | | 24,007 (15) | 396,116 |

  140. OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END

    | (1) All stock options vest and become exercisable in three equal installments on the first, second and third anniversaries of the grant date, subject to the executive’s continued employment on the applicable vesting date. |

  141. OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END

    | (2) All stock options expire ten years from the grant date, unless sooner exercised or forfeited. |

  142. OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END

    | (3) Based on $16.50 per share, which was the per share closing price of our Common Stock on December 27, 2024, the last trading day of fiscal 2024. |

  143. OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END

    | (4) Reflects unvested restricted stock units granted to Mr. Tanner on February 22, 2024 under the 2020 Omnibus Award Plan, plus dividends accrued thereon as of the end of 2024. The restricted stock units will vest in three equal installments on the first, second and third anniversaries of the grant date, subject to Mr. Tanner’s continued employment on the applicable vesting date. |

  144. OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END

    | (5) Reflects unvested restricted stock units granted to Mr. Cook on December 2, 2024 under the 2020 Omnibus Award Plan, plus dividends accrued thereon as of the end of 2024. The restricted stock units will vest in full on December 2, 2027, subject to Mr. Cook’s continued employment on the vesting date. |

  145. OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END

    | (6) Reflects unvested restricted stock units granted to Ms. Radkoski on August 12, 2022 under the 2020 Omnibus Award Plan, plus dividends accrued thereon as of the end of 2024. The restricted stock units will vest in full on August 12, 2025, subject to Ms. Radkoski’s continued employment on the vesting date. |

  146. OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END

    | (7) Reflects unvested restricted stock units granted on August 11, 2023 under the 2020 Omnibus Award Plan, plus dividends accrued thereon as of the end of 2024. The restricted stock units will vest in three equal installments on the first, second and third anniversaries of the grant date, subject to the executive’s continued employment on the applicable vesting date. The first installment (including the related dividend equivalent units) vested on August 11, 2024. |

  147. OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END

    | (8) Reflects unvested restricted stock units granted to Ms. Radkoski on December 7, 2023 under the 2020 Omnibus Award Plan, plus dividends accrued thereon as of the end of 2024. The restricted stock units will vest in full on December 7, 2026, subject to Ms. Radkoski’s continued employment on the vesting date. |

  148. OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END

    | (9) Reflects unvested restricted stock units granted on August 5, 2024 under the 2020 Omnibus Award Plan, plus dividends accrued thereon as of the end of 2024. The restricted stock units will vest in three equal installments on the first, second and third anniversaries of the grant date, subject to the executive’s continued employment on the applicable vesting date. |

  149. OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END

    | (10) Reflects unvested restricted stock units granted to Ms. Radkoski on August 15, 2024 under the 2020 Omnibus Award Plan, plus dividends accrued thereon as of the end of 2024. The restricted stock units will vest in full on August 15, 2027, subject to Ms. Radkoski’s continued employment on the vesting date. |

  150. OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END

    | (11) Reflects unvested restricted stock units granted to Ms. Radkoski on August 15, 2024 under the 2020 Omnibus Award Plan, plus dividends accrued thereon as of the end of 2024. The restricted stock units will vest in three equal installments on the first, second and third anniversaries of the grant date, subject to Ms. Radkoski’s continued employment on the applicable vesting date. |

  151. OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END

    | (12) Represents payout levels based on achieving threshold performance levels over a three-year period (January 3, 2022 through December 29, 2024) for performance unit awards granted on February 23, 2022 under the 2020 Omnibus Award Plan, plus dividends accrued thereon as of the end of 2024. Each performance unit represents the right to receive one share of Common Stock subject to the Company’s achievement of two performance goals based on free cash flow and relative total stockholder return during the performance period. For more information regarding the performance goals and potential payouts with respect to such awards, see “Compensation Discussion and Analysis—Compensation Decisions for 2022—Long-Term Equity Incentive Compensation” in the Company’s definitive proxy statement for the 2023 annual meeting of stockholders filed with the SEC on March 30, 2023. |

  152. OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END

    | (13) Represents payout levels based on achieving target performance levels over a three-year period (January 2, 2023 through December 28, 2025) for performance unit awards granted on February 16, 2023 under the 2020 Omnibus Award Plan, plus dividends accrued thereon as of the end of 2024. Each performance unit represents the right to receive one share of Common Stock subject to the Company’s achievement of two performance goals based on free cash flow and relative total stockholder return during the performance period. For more information regarding the performance goals and potential payouts with respect to such awards, see “Compensation Discussion and Analysis—Compensation Decisions for 2023—Long-Term Equity Incentive Compensation” in the Company’s definitive proxy statement for the 2024 annual meeting of stockholders filed with the SEC on April 4, 2024. |

  153. OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END

    | (14) Represents payout levels based on achieving threshold performance levels over a three-year period (January 1, 2024 through January 3, 2027) for performance unit awards granted to Mr. Tanner on February 22, 2024 under the 2020 Omnibus Award Plan, plus dividends accrued thereon as of the end of 2024. Each performance unit represents the right to receive one share of Common Stock subject to the Company’s achievement of a performance goal based on relative total stockholder return during the performance period. For more information regarding the performance goal and potential payout with respect to this award, see “Compensation Discussion and Analysis—Compensation Decisions for 2024—Long-Term Equity Incentive Compensation” herein. |

  154. OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END

    | (15) Represents payout levels based on achieving threshold performance levels over a three-year period (January 1, 2024 through January 3, 2027) for performance unit awards granted on February 22, 2024 under the 2020 Omnibus Award Plan, plus dividends accrued thereon as of the end of 2024. Each performance unit represents the right to receive one share of Common Stock subject to the Company’s achievement of two performance goals based on global systemwide sales and relative total stockholder return during the performance period. For more information regarding the performance goals and potential payouts with respect to such awards, see “Compensation Discussion and Analysis—Compensation Decisions for 2024—Long-Term Equity Incentive Compensation” herein. |

  155. OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END

    | (16) Mr. Penegor’s employment was terminated without “cause” and he departed the Company in February 2024. In connection with his departure: (i) all of Mr. Penegor’s outstanding and unvested stock options and restricted stock units immediately vested on a pro rata basis (with the remainder forfeited and canceled); (ii) the expiration date of Mr. Penegor’s stock options became February 16, 2025; and (iii) Mr. Penegor became entitled to a pro rata portion of his then-outstanding performance unit awards, based upon the Company’s actual performance through the end of the relevant performance periods (with the remainder forfeited and canceled). See “Employment Arrangements and Potential Payments Upon Termination or Change in Control—Severance Payments and Benefits for Todd A. Penegor” for additional details. |

  156. OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END

    | (17) Mr. Plosch’s employment was terminated without “cause” and he departed the Company on December 31, 2024. In connection with his departure: (i) all of Mr. Plosch’s outstanding and unvested stock options will continue to vest during his 18-month salary continuation period (with the remainder forfeited and canceled); (ii) the expiration date of Mr. Plosch’s stock options became June 30, 2027; (iii) all of Mr. Plosch’s outstanding and unvested restricted stock units that would have vested during the 18-month salary continuation period immediately vested (with all other unvested restricted stock units forfeited and canceled); and (iv) Mr. Plosch became entitled to a pro rata portion of his then-outstanding performance unit awards, based upon the Company’s actual performance through the end of the relevant performance periods (with the remainder forfeited and canceled). See “Employment Arrangements and Potential Payments Upon Termination or Change in Control—Severance Payments and Benefits for Gunther Plosch” for additional details. |

  157. OPTION EXERCISES AND STOCK VESTED DURING 2024

    OPTION EXERCISES AND STOCK VESTED DURING 2024 The following table provides information for 2024 concerning the exercise of stock options and vesting of stock awards granted to the NEOs in prior years.

  158. OPTION EXERCISES AND STOCK VESTED DURING 2024

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) (1) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) (2) | | Kirk Tanner | — | — | — | — | | Kenneth Cook | — | — | — | — | | Abigail E. Pringle | — | — | 58,387 (3) | 1,070,561 | | E.J. Wunsch | — | — | 19,420 (3) | 350,538 | | Lindsay J. Radkoski | — | — | 8,345 (3) | 147,962 | | Todd A. Penegor (4) | 1,576,973 | 2,276,733 | 110,179 (3) | 2,006,832 | | Gunther Plosch (5) | — | — | 35,036 (3) | 632,764 |

  159. OPTION EXERCISES AND STOCK VESTED DURING 2024

    | (1) Based on the difference between the exercise price of the stock options and the market price of our Common Stock at the time of exercise. |

  160. OPTION EXERCISES AND STOCK VESTED DURING 2024

    | (2) Based on the average of the high and low per share sales price of our Common Stock on the applicable vesting date. |

  161. OPTION EXERCISES AND STOCK VESTED DURING 2024

    | (3) Includes the number of shares of Common Stock earned with respect to performance unit awards granted on February 23, 2021 for the performance period that began on January 4, 2021 and ended on December 31, 2023. The performance unit awards vested on February 26, 2024 at 60.5% of target following the Subcommittee’s determination of the Company’s level of achievement of the free cash flow (121.0% attainment) and relative total stockholder return (0% attainment) performance goals. The number of shares of Common Stock actually received by each individual was reduced by the withholding of shares (9,432 shares withheld by Ms. Pringle, 5,305 shares withheld by Mr. Wunsch, 40,595 shares withheld by Mr. Penegor and 9,246 shares withheld by Mr. Plosch) to pay income taxes associated with the value realized upon vesting. |

  162. OPTION EXERCISES AND STOCK VESTED DURING 2024

    For Ms. Pringle, Mr. Wunsch, Ms. Radkoski and Mr. Plosch, also includes one-third of the restricted stock units (plus dividends accrued thereon) granted on August 11, 2023 and which vested on August 11, 2024. The number of shares of Common Stock actually received by each individual was reduced by the withholding of shares (1,781 shares withheld by Ms. Pringle, 804 shares withheld by Mr. Wunsch, 164 shares withheld by Ms. Radkoski and 1,952 shares withheld by Mr. Plosch) to pay income taxes associated with the value realized upon vesting. For Ms. Pringle, also includes the restricted stock units (plus dividends accrued thereon) granted on February 19, 2020 under the 2010 Omnibus Award Plan and which vested on February 19, 2024. The number of shares of Common Stock actually received by Ms. Pringle was reduced by the withholding of 7,441 shares to pay income taxes associated with the value realized upon vesting. For Ms. Radkoski, also includes (i) the restricted stock units (plus dividends accrued thereon) granted February 19, 2021 and which vested on February 19, 2024 (the number of shares of Common Stock actually received by Ms. Radkoski was reduced by the withholding of 1,398 shares to pay income taxes associated with the value realized upon vesting) and (ii) the restricted stock units (plus dividends accrued thereon) granted August 13, 2021 and which vested on August 13, 2024 (the number of shares of Common Stock actually received by Ms. Radkoski was reduced by the withholding of 1,141 shares to pay income taxes associated with the value realized upon vesting). For Mr. Penegor, also includes accelerated vesting of certain outstanding restricted stock awards in connection with his departure from the Company. See footnote 4 below for additional information. The number of shares of Common Stock actually received by Mr. Penegor was reduced by the withholding of shares (2,131 shares withheld) to pay income taxes associated with the value realized upon vesting.

  163. OPTION EXERCISES AND STOCK VESTED DURING 2024

    | (4) Mr. Penegor’s employment was terminated without “cause” and he departed the Company in February 2024. In connection with his departure: (i) all of Mr. Penegor’s outstanding and unvested stock options and restricted stock units immediately vested on a pro rata basis (with the remainder forfeited and canceled); (ii) the expiration date of Mr. Penegor’s stock options became February 16, 2025; and (iii) Mr. Penegor became entitled to a pro rata portion of his then-outstanding performance unit awards, based upon the Company’s actual performance through the end of the relevant performance periods (with the remainder forfeited and canceled). See “Employment Arrangements and Potential Payments Upon Termination or Change in Control—Severance Payments and Benefits for Todd A. Penegor” for additional details. |

  164. OPTION EXERCISES AND STOCK VESTED DURING 2024

    | (5) Mr. Plosch’s employment was terminated without “cause” and he departed the Company on December 31, 2024. In connection with his departure: (i) all of Mr. Plosch’s outstanding and unvested stock options will continue to vest during his 18-month salary continuation period (with the remainder forfeited and canceled); (ii) the expiration date of Mr. Plosch’s stock options became June 30, 2027; (iii) all of Mr. Plosch’s outstanding and unvested restricted stock units that would have vested during the 18-month salary continuation period immediately vested (with all other unvested restricted stock units forfeited and canceled); and (iv) Mr. Plosch became entitled to a pro rata portion of his then-outstanding performance unit awards, based upon the Company’s actual performance through the end of the relevant performance periods (with the remainder forfeited and canceled). See “Employment Arrangements and Potential Payments Upon Termination or Change in Control—Severance Payments and Benefits for Gunther Plosch” for additional details. |

  165. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  166. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL As described in greater detail below, the NEOs have received equity awards under the 2010 Omnibus Award Plan and the 2020 Omnibus Award Plan (collectively, the “Omnibus Award Plans”), which provide for the accelerated vesting of certain awards in connection with a qualifying termination event. Awards granted under the Omnibus Award Plans are subject to “double-trigger” vesting requirements in connection with a “change in control” of the Company. This means that, in order for an outstanding award to be accelerated and become vested in connection with a “change in control”, a “change in control” must occur and the participant’s employment must be terminated by the Company without “cause” or by the participant for “good reason” within a specified period following the change in control. The Company considers these limited severance and change in control benefits to be an important part of our executive compensation program and consistent with competitive market practice. The Company believes that providing appropriate severance benefits helps to attract and retain highly qualified executives by mitigating the risks associated with leaving a previous employer and accepting a new position with the Company, and by providing income continuity following an unexpected termination. These arrangements also allow the Company to protect its interests through corresponding confidentiality, non-compete and other restrictive covenants following an executive’s termination.

  167. Retirement

    | • | Modified vesting of outstanding equity awards, as follows: |

  168. POTENTIAL PAYMENTS ON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS ON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

  169. POTENTIAL PAYMENTS ON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    | NAME | PAYMENTS AND BENEFITS | TERMINATION WITHOUT CAUSE ($) | TERMINATION WITHOUT CAUSE OR FOR GOOD REASON WITHIN 12 MONTHS FOLLOWING A CHANGE IN CONTROL ($) | RETIREMENT (1) ($) | DEATH OR DISABILITY (2) ($) | | Kirk Tanner | Salary Continuation | 2,000,000 | 3,750,000 | — | — | | | Annual Incentive | 1,237,250 | 1,237,250 | — | — | | | Equity Awards | 3,656,413 | 8,518,604 | — | 8,518,604 | | | Benefits Continuation | 36,653 | 36,653 | — | — | | | Total | 6,930,316 | 13,542,507 | — | 8,518,604 | | Kenneth Cook | Salary Continuation | 600,000 | 642,500 | — | — | | | Annual Incentive | 30,048 | 30,048 | — | — | | | Equity Awards | 7,722 | 278,124 | — | 278,124 | | | Benefits Continuation | 25,918 | 25,918 | — | — | | | Total | 663,688 | 976,590 | — | 278,124 | | Abigail E. Pringle | Salary Continuation | 1,125,000 | 1,875,000 | — | — | | | Annual Incentive | 530,250 | 530,250 | — | — | | | Equity Awards | 1,623,155 | 1,866,711 | — | 1,866,711 | | | Benefits Continuation | 37,771 | 37,771 | — | — | | | Total | 3,316,176 | 4,309,732 | — | 1,866,711 | | E.J. Wunsch | Salary Continuation | 937,500 | 1,562,500 | — | — | | | Annual Incentive | 441,875 | 441,875 | — | — | | | Equity Awards | 885,902 | 1,092,845 | — | 1,092,845 | | | Benefits Continuation | 24,164 | 24,164 | — | — | | | Total | 2,289,441 | 3,121,384 | — | 1,092,845 | | Lindsay J. Radkoski | Salary Continuation | 525,000 | 918,750 | — | — | | | Annual Incentive | 278,381 | 278,381 | — | — | | | Equity Awards | 306,763 | 1,002,557 | — | 1,002,557 | | | Benefits Continuation | 26,028 | 26,028 | — | — | | | Total | 1,136,172 | 2,225,716 | — | 1,002,557 | | Gunther Plosch (3) | Salary Continuation | 1,162,500 | 1,937,500 | — | — | | | Annual Incentive | 547,925 | 547,925 | — | — | | | Equity Awards | 1,831,599 | 2,075,519 | — | 2,075,519 | | | Benefits Continuation | 27,738 | 27,738 | — | — | | | Total | 3,569,762 | 4,588,682 | — | 2,075,519 |

  170. POTENTIAL PAYMENTS ON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    | (1) As described above, none of the NEOs were Retirement-eligible as of December 27, 2024. In the event of a voluntary termination for an NEO that is not Retirement-eligible, any outstanding equity awards, if unvested, will be forfeited. |

  171. POTENTIAL PAYMENTS ON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    | (2) In the event of the death or “disability” (as defined in the 2020 Omnibus Award Plan) of an NEO, any outstanding equity awards would be treated consistent with the treatment described above for a termination without “cause” or for “good reason” within 12 months following a “change in control.” |

  172. POTENTIAL PAYMENTS ON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    | (3) Mr. Plosch was terminated without “cause” and he departed the Company on December 31, 2024. See “—Severance Payments and Benefits for Gunther Plosch” below for additional details on the actual severance payments and benefits received by Mr. Plosch. |

  173. PAY RATIO

    PAY RATIO Pursuant to Section 953(b) of the Dodd-Frank Act and Item 402(u) of SEC Regulation S-K, we are required to annually disclose the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee.

  174. 2024 PAY RATIO

    2024 PAY RATIO Based on the above analysis, our 2024 our median employee was identified as a restaurant crew member who in 2024 was paid on an hourly basis and worked 1,816 hours. We then calculated the 2024 median employee’s 2024 annual total compensation using the same methodology that we used to determine the annual total compensation of Mr. Tanner and our other Named Executive Officers set forth in the 2024 Summary Compensation Table in this Proxy Statement. Using this methodology, our median employee’s 2024 annual total compensation was $28,675. Mr. Tanner’s 2024 annual total compensation was $17,308,117, as reported in the 2024 Summary Compensation Table. As a result, we estimate that for 2024, the ratio of Mr. Tanner’s annual total compensation to that of our median employee was approximately 604:1. If we adjusted Mr. Tanner’s annual base salary as if he served as our Chief Executive Officer for all of 2024 (to $997,260), his adjusted annual total compensation for 2024, with no additional changes to the other amounts included in the 2024 Summary Compensation Table, would be $17,404,007. After giving effect to these adjustments, Mr. Tanner’s adjusted annual total compensation for 2024 would be approximately 607 times that of our median employee. We believe our pay ratio is a reasonable estimate calculated in a manner consistent with applicable SEC rules, based on our employment and payroll records and the methodology described herein. The estimates and assumptions that we use may differ from estimates and assumptions used by other companies, including companies in our peer group described in “Compensation Discussion and Analysis.”

  175. PAY VERSUS PERFORMANCE

    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.

  176. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS The Company’s compensation program for non-management directors is designed to:

  177. COMPENSATION OF DIRECTORS

    | • | Be competitive with companies against which the Company competes for director talent; |

  178. COMPENSATION OF DIRECTORS

    | • | Encourage and facilitate ownership of our Common Stock by non-management directors; and |

  179. COMPENSATION OF DIRECTORS

    | • | Take into consideration stockholder views regarding director compensation. |

  180. COMPENSATION OF DIRECTORS

    The Compensation and Human Capital Committee has responsibility for reviewing the competitiveness and appropriateness of the compensation program for non-management directors and for approving or making recommendations to the Board of Directors with respect to director compensation. In carrying out its duties, the Compensation and Human Capital Committee reviews the competitive positioning of the Company’s director compensation program on a periodic basis in an effort to maintain the competitiveness of our director compensation program based on evolving market trends. In May 2024, the Compensation and Human Capital Committee reviewed the continued competitiveness and appropriateness of the director compensation program. As part of this review, the Compensation and Human Capital Committee considered and evaluated the market, industry and peer group data, recommendations and other guidance provided by FW Cook in their competitive analysis. The Compensation and Human Capital Committee also considered other factors, including the design and competitiveness of our director compensation program and the amount of work, responsibilities and time required of Board and committee members. With respect to the peer group data considered by the Compensation and Human Capital Committee, FW Cook prepared a competitive analysis of the Company’s director compensation program to ensure that the program was providing appropriate levels of compensation. The analysis, which compared the compensation of the Company’s non-management directors against a peer group of 14 restaurant companies, reviewed the design and competitiveness of the Company’s director compensation program. The peers considered were the same industry peer group companies used by the Compensation and Human Capital Committee as one factor in making executive compensation decisions. The Compensation and Human Capital Committee believes that the utilization of the industry peer group aligns our director compensation program with the compensation practices of our peers and supports our ability to attract and retain highly qualified individuals to serve on our Board of Directors. After consulting with FW Cook, the Compensation and Human Capital Committee approved an increase in the grant date fair value of the annual non-management director restricted stock award from $155,000 to $162,500, effective May 2024, to more closely align the program with market practice and to maintain the program’s competitiveness in attracting and retaining highly qualified directors. In addition, following the appointment of Mr. Winkleblack as Chair of the Board in September 2024, the Compensation and Human Capital Committee, after consulting with FW Cook and evaluating market, industry and peer group data, approved an annual retainer of $150,000 for the Chair, comprised of (i) an additional annual cash retainer of $75,000 and (ii) an additional annual restricted stock award of $75,000. The components of the Company’s compensation program for non-management directors, reflecting the changes approved by the Compensation and Human Capital Committee in 2024, are described below.

  181. 2024 DIRECTOR COMPENSATION

    2024 DIRECTOR COMPENSATION The following table summarizes the compensation earned by, or paid or awarded to, the Company’s non-management directors for their Board and Board committee service during 2024. Mr. Tanner, the Company’s President and Chief Executive Officer, and Mr. Penegor, the Company’s former President and Chief Executive Officer, did not receive any additional compensation during 2024 for their respective service as a director and are therefore not included in the table. The compensation paid to Messrs. Tanner and Penegor during 2024 for their service as an executive officer of the Company is set forth in the 2024 Summary Compensation Table.

  182. 2024 DIRECTOR COMPENSATION

    | NAME | FEES EARNED OR PAID IN CASH ($) (1) | STOCK AWARDS ($) (2) | ALL OTHER COMPENSATION ($) (3) | TOTAL ($) | | Arthur B. Winkleblack | 162,090 | 215,368(4) | — | 377,458 | | Nelson Peltz (5) | 66,000 | 317,245(6) | 606,599(7) | 989,844 | | Peter W. May | 123,500 | 162,500 | — | 286,000 | | Matthew H. Peltz | 110,500 | 162,500 | — | 273,000 | | Wendy C. Arlin | 112,685 | 162,500 | — | 275,185 | | Michelle Caruso-Cabrera | 102,000 | 162,500 | — | 264,500 | | Kristin A. Dolan | 112,077 | 162,500 | — | 274,577 | | Kenneth W. Gilbert | 100,500 | 162,500 | — | 263,000 | | Richard H. Gomez | 101,000 | 162,500 | — | 263,500 | | Joseph A. Levato (8) | 43,886 | — | — | 43,886 | | Michelle J. Mathews-Spradlin | 105,901 | 162,500 | — | 268,401 | | Peter H. Rothschild | 128,874 | 162,500 | — | 291,374 |

  183. 2024 DIRECTOR COMPENSATION

    | (1) Consists of: (i) the annual Board retainer; (ii) the annual committee member retainers and additional annual committee chair retainers for the Audit, Compensation and Human Capital, Corporate Social Responsibility, |

  184. 2024 DIRECTOR COMPENSATION

    | Nominating and Corporate Governance and Technology Committees; (iii) other committee meeting fees; and (iv) with respect to Mr. Winkleblack, a prorated portion of the annual Lead Independent Director retainer and Board Chair retainers (which amounts were prorated accordingly to reflect the fact that Mr. Winkleblack ceased being the Company’s Lead Independent Director when he was appointed Chair in September 2024). For 2024, Messrs. N. Peltz, May and M. Peltz elected to receive payment of their entire annual retainers and meeting fees in shares of Common Stock in lieu of cash, and Ms. Dolan elected to receive payment of a portion of her annual retainer and meeting fees in shares of Common Stock in lieu of cash. The number of shares received in lieu of cash was based on the average of the closing price of our Common Stock for the 20 consecutive trading days immediately preceding the date on which the retainers were otherwise payable. |

  185. 2024 DIRECTOR COMPENSATION

    | (2) The amounts shown represent the grant date fair value of the annual restricted stock awards granted to each of the non-management directors on May 21, 2024 upon their re-election to the Board at the Company’s 2024 annual meeting of stockholders, computed in accordance with FASB ASC Topic 718. Ms. Arlin and Mr. Gilbert elected to defer their entire restricted stock awards into restricted stock units under the 2009 Directors’ Deferred Compensation Plan. |

  186. 2024 DIRECTOR COMPENSATION

    | (3) The Company believes that its non-management directors are important representatives of the Wendy’s brand. As a result, the Company has established a program (the “Wendy’s Director Ambassador Program”) whereby non-management directors may, from time to time, receive a limited number of Wendy’s gift cards, branded apparel and other similar items. All of the Company’s non-management directors participate in the Wendy’s Director Ambassador Program and, to the extent the value of such participation is required to be disclosed under SEC rules, it is included in the “All Other Compensation” column of this table. |

  187. 2024 DIRECTOR COMPENSATION

    | (4) Also includes the grant date fair value ($52,868) of the prorated restricted stock award granted to Mr. Winkleblack in connection with his appointment as Chair of the Board of the Company in September 2024. |

  188. 2024 DIRECTOR COMPENSATION

    | (5) Mr. Peltz resigned from the Board on September 6, 2024 to devote more time to his other board commitments and the future activities of Trian Partners, of which he is Chief Executive Officer and a Founding Partner. |

  189. 2024 DIRECTOR COMPENSATION

    | (6) Also includes the incremental fair value ($154,745) associated with the accelerated vesting of the outstanding annual restricted stock award held by Mr. Peltz on September 6, 2024, his last day of Board service, computed in accordance with FASB ASC Topic 718. |

  190. 2024 DIRECTOR COMPENSATION

    | (7) In connection with Nelson Peltz’s service while he served as our non-executive Chairman, the Board of Directors approved reimbursement to Mr. Peltz for a portion of his security-related expenses which, in accordance with SEC disclosure rules, is reported in the “All Other Compensation” column of this table ($600,000). In connection with this reimbursement, an independent professional security consulting firm provided the Compensation and Human Capital Committee with periodic security assessments regarding Mr. Peltz’s security arrangements, including security concerns arising from outside activity by groups averse and hostile to various practices of the Company and that was directed at Mr. Peltz as a result of his role and profile at the Company. It is the belief of the Compensation and Human Capital Committee that the safety and security of our leadership is of the utmost importance to the Company and its stockholders, particularly with respect to a high-profile Chairman such as Mr. Peltz and his importance to the Company while he served as our Chairman. The amount also includes the value of (i) certain Wendy’s-related items provided to Mr. Peltz as part of the Wendy’s Director Ambassador Program, in which all non-management directors participate, and (ii) a retirement gift upon his resignation from the Board in September 2024. |

  191. 2024 DIRECTOR COMPENSATION

    | (8) Mr. Levato retired from the Board on May 21, 2024 when his term expired at the Company’s 2024 annual meeting of stockholders. |

  192. 2024 DIRECTOR COMPENSATION

    The following table shows, for each non-management director who served on our Board during 2024, the aggregate number of shares of restricted stock and restricted stock units outstanding as of the end of 2024. None of our directors had any outstanding stock options as of 2024 year-end.

  193. 2024 DIRECTOR COMPENSATION

    | NAME | SHARES OF RESTRICTED STOCK OUTSTANDING AS OF 2024 FYE (1) | RESTRICTED STOCK UNITS OUTSTANDING AS OF 2024 FYE | | Arthur B. Winkleblack | 12,219 | — | | Nelson Peltz | — | — | | Peter W. May | 9,108 | — | | Matthew H. Peltz | 9,108 | — | | Wendy C. Arlin | — | 9,513 (2) | | Michelle Caruso-Cabrera | 9,108 | — | | Kristin A. Dolan | 9,108 | — | | Kenneth W. Gilbert | — | 16,759 (3) | | Richard H. Gomez | 9,108 | — | | Joseph A. Levato | — | — | | Michelle J. Mathews-Spradlin | 9,108 | — | | Peter H. Rothschild | 9,108 | — |

  194. 2024 DIRECTOR COMPENSATION

    | (1) Represents the aggregate number of shares of Common Stock underlying the unvested restricted stock awards held by each non-management director as of December 29, 2024. |

  195. 2024 DIRECTOR COMPENSATION

    | (2) Represents the total annual restricted stock awards that Ms. Arlin has elected to defer into restricted stock units under the 2009 Directors’ Deferred Compensation Plan. |

  196. 2024 DIRECTOR COMPENSATION

    | (3) Represents the total annual restricted stock awards that Mr. Gilbert has elected to defer into restricted stock units under the 2009 Directors’ Deferred Compensation Plan. |