Wendy Beck
About Wendy Beck
Independent director since December 2020; age 60; Board Class II with term expiring at the June 5, 2025 annual meeting (nominated for re‑election) . She is a CPA with a B.S. in Accounting from the University of South Florida and has >25 years of CFO experience across hospitality, restaurants, and retail (Norwegian Cruise Line, Domino’s, Whataburger, Checkers) . Core credentials include audit/finance expertise (SEC “financial expert”), corporate governance, risk management, strategic planning, and supply chain/logistics—aligned with her roles on Audit and as Chair of Nominating & Governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Norwegian Cruise Line | EVP & Chief Financial Officer | 2010–2018 | Led finance in public company setting; governance and capital allocation expertise |
| Domino’s Pizza | EVP & Chief Financial Officer | 2008–2010 | Scaled finance and controls in a global consumer brand |
| Whataburger Restaurants | SVP, CFO & Treasurer; previously VP & Chief Accounting Officer | 2001–2008 | Deep accounting, treasury, and control frameworks |
| Checkers Drive‑In Restaurants | VP, CFO & Treasurer; prior roles | 1993–2001 | Built public‑company reporting rigor |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Traeger | Director | Jul 2021–present | Audit Committee Chair; Nominating & Governance Committee |
| Hawaiian Holdings | Director | Jul 2022–Sep 2024 | Audit Committee |
| At Home | Director | Sep 2014–Jul 2021 | Audit Committee Chair |
| Bloomin’ Brands | Director | Feb 2018–Apr 2022 | Compensation Committee |
| SpartanNash | Director | Sep 2010–Dec 2013 | Audit Committee |
Board Governance
- Committee assignments: Chair, Nominating & Governance since May 2021; Member, Audit since Dec 2020 .
- Audit Committee composition: Beck, Marley (Chair), Nealon, Turner; all independent; Beck qualifies as SEC “audit committee financial expert” .
- Independence: Board affirmatively determined Beck is independent under SEC/Nasdaq rules and heightened audit/comp standards .
- Attendance & engagement: 2024 Board met 6x; Audit 5x; Governance 4x; all incumbent directors attended ≥75% of meetings and all ten attended the 2024 annual meeting .
- Governance leadership: As Governance Chair, Beck participated in off‑season shareholder engagement in Fall 2024 (team included Governance Chair), which led to Board‑sponsored proposals to remove supermajority votes and declassify the Board (subject to shareholder approval) .
Fixed Compensation
| Component (Non‑Employee Director Program) | Structure/Amount | Wendy Beck 2024 Actual |
|---|---|---|
| Annual cash retainer | $100,000; paid quarterly | $120,000 (includes $20,000 Governance Chair fee) |
| Committee chair fees | Governance Chair $20,000; Audit Chair $30,000; Comp Chair $25,000; Lead Director $40,000; Chairman $75,000 | Governance Chair $20,000 included above |
| Equity (RSUs) | Annual grant valued at $160,000; converts to RSUs using 30‑day avg price; vests 100% at 1 year or before next annual meeting, or upon death/Disability/Change of Control | $151,693 grant‑date fair value (2024) |
| Perquisites | 20% merchandise discount; travel reimbursement | Available to directors |
Performance Compensation
- None disclosed for non‑employee directors; equity is time‑based RSUs (no performance conditions). Vesting: 100% at earliest of first anniversary, pre‑next annual meeting, death/Disability, or Change of Control .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public boards | Traeger (Audit Chair; N&G member) |
| Prior public boards | Hawaiian Holdings; At Home; Bloomin’ Brands; SpartanNash |
| Interlocks/Conflicts | No related‑party transactions requiring disclosure since start of 2024; Board policy requires Audit Committee review and recusals for any related‑person transactions . Insider Trading Policy prohibits hedging/pledging of company stock . |
Expertise & Qualifications
- Accounting/Finance; Corporate Governance; Risk Management; Strategic Planning; Supply Chain/Logistics .
- SEC Audit Committee Financial Expert designation via Audit Committee charter disclosures .
- Board skills matrix confirms Beck’s top skills in finance, governance, risk, strategy .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (as of Apr 10, 2025) | 17,618 shares; <1% of outstanding |
| RSUs outstanding (as of Feb 1, 2025) | 2,929 RSUs |
| Ownership guidelines | Directors must hold ≥3.0x annual cash retainer; compliance period 5 years; all non‑employee directors are compliant or within timeframe |
| Hedging/pledging | Prohibited under Insider Trading Policy |
Governance Assessment
- Effectiveness: Strong governance credentials and leadership as Governance Chair; drove shareholder‑aligned reforms (declassification; removal of supermajority) following targeted investor engagement—a positive signal for board responsiveness and alignment .
- Financial oversight: Audit Committee membership plus “financial expert” designation bolsters reporting integrity and ERM/cyber oversight per committee charter—positive for investor confidence .
- Independence & attendance: Formal independence determination and ≥75% attendance standard met at Board/committee level; no related‑party transactions disclosed—reduces conflict risk .
- Incentives & alignment: Balanced cash/equity director pay (2024 total $271,693; cash $120,000; RSUs $151,693) with ownership guidelines; RSUs time‑based only—appropriate independence from performance metrics while maintaining alignment .
- Watchpoints/RED FLAGS: None disclosed. Monitor any evolving relationships with external companies on which Beck serves (e.g., product adjacencies) for potential related‑party exposure; current proxy reports no related‑person transactions .
- Policy strength: Clawback policy, stock ownership guidelines, prohibition on hedging/pledging, executive sessions, and director overboarding limits (≤4 public boards) all in place—robust governance framework; Board confirms compliance with overboarding policy .