Wendy A. Beck
About Wendy A. Beck
Wendy A. Beck, age 60, has served as an independent director of Traeger, Inc. (COOK) since July 2021. She is a seasoned public-company CFO, most recently EVP & CFO of Norwegian Cruise Line Holdings (2010–2018), with prior CFO roles at Domino’s Pizza and Whataburger; she holds a B.S. in Accounting (University of South Florida) and is a CPA since 1992. Beck is currently nominated for re‑election as a Class I director for a term expiring at the 2028 Annual Meeting if elected. Her qualifications include deep finance, accounting, risk oversight, and significant board experience across consumer and retail sectors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Norwegian Cruise Line Holdings, Inc. | Executive Vice President & Chief Financial Officer | 2010–2018 | Led public company finance, reporting, controls; large-cap consumer travel experience |
| Domino’s Pizza Inc. | Executive Vice President & Chief Financial Officer | 2008–2010 | Scaled public company systems in QSR; capital markets exposure |
| Whataburger Restaurants, LP | SVP, CFO & Treasurer; previously VP & Chief Accounting Officer | 2004–2008; 2001–2004 | Built finance and accounting function; treasury leadership |
| Checkers Drive-In Restaurants, Inc. | VP, CFO & Treasurer | 2000–2001 | Public company CFO experience |
| Earlier finance roles | Various financial positions | Since 1993 | Progressive finance leadership track |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Academy Sports and Outdoors, Inc. | Director | Since Dec 2020 | Audit Committee; Chair of Nominating & Corporate Governance |
| Hawaiian Holdings Inc. | Director | Jul 2022–Sep 2024 | Audit Committee |
| Bloomin’ Brands, Inc. | Director | Feb 2018–Apr 2022 | Compensation Committee |
| At Home Group Inc. | Director | Sep 2014–Jul 2021 | Audit Committee Chair |
| SpartanNash Company | Director | Sep 2010–Dec 2013 | Audit Committee |
Board Governance
- Committee assignments at COOK: Audit Committee Chair; Nominating & Corporate Governance Committee member. The Audit Committee met 5 times in 2024; the Nominating & Corporate Governance Committee met 4 times in 2024.
- Independence: The Board determined Beck is independent under NYSE rules; the Audit Committee members (including Beck) meet Rule 10A‑3 independence and financial literacy requirements.
- Financial expert: The Board designated Beck as an “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K.
- Attendance: In 2024 each director attended at least 75% of Board and applicable committee meetings; the Board held 5 meetings; all then‑incumbent directors attended the 2024 annual meeting.
- Lead Independent Director: Raul Alvarez serves as Lead Director; the Board maintains executive sessions of non‑management and independent directors.
- Controlled company: COOK is an NYSE “controlled company,” but currently maintains majority‑independent board and fully independent compensation and nominating/governance committees.
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | 2024 fees earned in cash; standard annual director retainer per program |
| Committee Chair retainer (Audit) | Program: $20,000 | Wayne Marino was Audit Chair during 2024; Beck assumed Chair after his Mar 7, 2025 resignation |
| Equity – Annual RSU grant (grant-date fair value) | $192,498 | Director program targets ~$192,500; vests at earlier of 1-year anniversary or next annual meeting |
- Director Deferred Compensation Plan: Directors may elect to receive cash retainers as fully vested RSUs and/or defer RSU settlement; 2024 elections disclosed for Alvarez, Lempres, Marino, and Richman (not for Beck).
Performance Compensation
| Performance-Linked Component | Metric(s) | Measurement Window | Status |
|---|---|---|---|
| None for directors | N/A | N/A | Director equity is time‑based RSUs (no performance metrics disclosed) |
For executives, 2024 equity awards were tied to Adjusted EBITDA; no director performance awards were disclosed.
Other Directorships & Interlocks
- Current: Academy Sports and Outdoors, Inc. (Audit; Chair of Nominating & Corporate Governance).
- Recent past: Hawaiian Holdings (Audit); Bloomin’ Brands (Compensation); At Home Group (Audit Chair); SpartanNash (Audit).
- Related-party exposure at COOK: COOK outsources customer service to a third party owned in part by OTPP and TCP (significant stockholders), with $5.3M expenses in 2024 and $0.8M payable at year-end; no connection to Beck disclosed.
Expertise & Qualifications
- CPA (since 1992); extensive finance/accounting and public company CFO background.
- Audit committee financial expert designation at COOK; deep risk oversight and internal control experience.
- Board skills coverage: finance/accounting, risk management, strategic transactions, consumer/retail industry knowledge.
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Shares Outstanding | Composition |
|---|---|---|---|
| Wendy A. Beck | 200,461 | ~0.15% (200,461 / 130,648,819) | 124,375 direct shares ; 76,086 RSUs scheduled to vest within 60 days of Mar 24, 2025 |
- RSUs outstanding at 12/31/2024: 76,086.
- Hedging/derivatives: Insider Trading Policy prohibits hedging instruments that offset declines in COOK equity value.
- Pledging: No pledging by Beck disclosed.
Governance Assessment
- Strengths: Independent director with deep CFO pedigree; Audit Chair and audit committee financial expert; strong committee engagement (Audit 5x; N&CG 4x in 2024); equity-heavy pay mix (~72% equity in 2024) aligns interests with shareholders.
- Alignment: 2024 director compensation for Beck was $267,498 total, with $192,498 in RSUs and $75,000 cash (approx. 72% equity / 28% cash).
- Conflicts/RED FLAGS: No related-party transactions or share pledging disclosed for Beck; COOK’s controlled-company status warrants ongoing monitoring, but committees remain independent and oversight structures are robust.
- Engagement: Attendance thresholds met; executive sessions in place; clear risk oversight delineation across committees with Audit covering financial and cybersecurity risks.
Overall signal: Beck’s chairmanship and “financial expert” status support board effectiveness in financial reporting and controls; absence of disclosed conflicts and equity-aligned pay bolster investor confidence.