Arthur Winkleblack
Wendy'sAbout Arthur B. Winkleblack
Independent non‑executive Chairman of The Wendy’s Company since September 2024; previously Lead Independent Director (October 2023–September 2024) and director since 2016 . A former EVP & CFO of H. J. Heinz (2002–2013) with extensive finance, capital markets, compliance, and risk oversight credentials; designated an SEC “audit committee financial expert” and Nasdaq “financially sophisticated” audit member . Age 67 . The Board operates with an independent Chair structure separate from the CEO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Wendy’s Company | Independent non‑executive Chairman; Lead Independent Director; Director | Chair since Sep 2024; Lead Independent Oct 2023–Sep 2024; Director since 2016 | Chairs Executive and Nominating & Corporate Governance; Audit and Capital & Investment member |
| Ritchie Bros. Auctioneers | Senior Advisor to CEO (financial & capital markets consulting) | Jun 2014–Jul 2019 | Strategic planning/capital markets advisory |
| H. J. Heinz Company | EVP & CFO | 2002–2013 | Led finance, capital structure, investor relations, internal controls; CFO for 12 years |
| AlliedSignal (Commercial Avionics Systems) | VP & CFO (division) | 1994–1996 | Division finance leadership |
| Private‑equity owned businesses (Indigo Capital / C. Dean Metropoulos Group / Six Flags) | Senior executive positions incl. Perform.com, Freeride.com | 1996–2001 | Operating and PE portfolio execution |
| PepsiCo | Finance, strategy, business planning roles | 1982–1994 | Global consumer finance and planning |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Church & Dwight Co., Inc. | Director | Jan 2008–present | Current public board |
| Aramark | Director | Nov 2019–Jan 2024 | Former public board |
| Performance Food Group Company | Director | Mar 2015–Nov 2019 | Former public board |
| RTI International Metals | Director | Dec 2013–Jul 2015 | Former public board; RTI acquired by Alcoa |
Board Governance
- Committee assignments: Audit; Capital & Investment; Executive (Chair); Nominating & Corporate Governance (Chair) .
- Independence: Affirmatively determined independent under Nasdaq and board standards; majority‑independent board and fully independent key committees .
- Attendance: Approximately 98% overall board and committee attendance in 2024; every director ≥75% of meetings; board met nine times in 2024 .
- Executive sessions: Non‑management directors meet in regular executive sessions; independent directors meet at least twice annually, chaired by the independent Chair .
- Leadership structure: Separate independent Chair and CEO roles; independent Chair currently Mr. Winkleblack .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $162,090 | Includes board retainer and committee chair/member retainers; prorated Lead Independent and Chair retainers after Chair appointment |
| Annual board cash retainer | $80,000 | Standard for non‑management directors |
| Additional Chair cash retainer | $75,000 | Implemented beginning Sep 2024 |
| Audit Committee member retainer | $14,000 | Chair additional $20,000 (he is not Audit Chair) |
| Compensation Committee member retainer | $10,500 | Chair additional $12,500 (he is not on this committee) |
| Nominating & Corporate Governance member retainer | $8,000 | Chair additional $10,000 (he is Chair) |
| Technology Committee member retainer | $10,500 | Chair additional $12,500 (not a member) |
| Corporate Social Responsibility member retainer | $8,000 | Chair additional $10,000 (not a member) |
Performance Compensation
| Component (2024) | Amount / Terms | Vesting / Metrics |
|---|---|---|
| Stock awards (total reported for 2024) | $215,368 | Includes $162,500 annual restricted stock grant and $52,868 prorated restricted stock upon Chair appointment; time‑based vesting to earlier of 1 year or next annual meeting |
| Additional Chair equity grant | $75,000 | Annual restricted stock; implemented beginning Sep 2024; time‑based vesting |
| Performance metrics | None for director equity | Non‑employee director grants are time‑vested restricted stock; no performance conditions disclosed |
Other Directorships & Interlocks
- Current public board: Church & Dwight Co., Inc. .
- No disclosed related‑party transactions involving Mr. Winkleblack; board reviews and approves related‑party transactions under a formal policy (RPT Policy) .
- Not affiliated with Trian Partners; independence affirmed; related‑party items in proxy focus on other directors (e.g., May/Peltz family franchise interests; AMC media spend) .
Expertise & Qualifications
- 12 years as CFO of a large multinational consumer goods company (Heinz) with deep experience in compliance, performance and risk management, executive compensation, analytics, finance and capital structure, investor relations, internal controls, financial reporting, IT, and M&A .
- Audit committee financial expert and financially sophisticated under SEC/Nasdaq rules .
- Perspective on product supply dynamics for QSRs; human capital management and corporate governance experience .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 24, 2025) | 65,801 shares; <1% | As reported in Security Ownership table; includes 12,219 restricted shares that may be voted |
| Restricted shares outstanding (2024 FYE) | 12,219 shares | Directors’ outstanding restricted stock at year‑end |
| Post‑award ownership (Form 4) | 86,239 shares (May 21, 2025) | Following 20,438‑share grant; Form 4 link: https://www.sec.gov/Archives/edgar/data/30697/000112760225015349/0001127602-25-015349-index.htm |
| Recent director equity awards (Form 4) | 9,108 (May 16/21, 2024); 3,111 (Sep 6, 2024); 6,601 (May 16, 2023) | Form 4 links: https://www.sec.gov/Archives/edgar/data/30697/000112760224016471/0001127602-24-016471-index.htm • https://www.sec.gov/Archives/edgar/data/30697/000112760224023722/0001127602-24-023722-index.htm • https://www.sec.gov/Archives/edgar/data/30697/000112760223016185/0001127602-23-016185-index.htm |
| Pledging / Hedging | None pledged; hedging prohibited | No director pledging as of proxy; anti‑hedging policy in place |
| Director ownership guideline | ≥5× annual cash retainer; hold 100% net shares until met | Company guideline for non‑management directors |
Governance Assessment
- Board effectiveness: Independent Chair with strong finance background enhances oversight integrity and accountability; separated Chair/CEO roles support risk oversight and performance monitoring .
- Independence and engagement: Independence affirmed; regular executive sessions led by the independent Chair; high overall attendance in 2024; robust stockholder engagement program .
- Compensation and alignment: Director pay balanced between cash retainers and time‑vested restricted stock; equity‑based ownership guidelines and no hedging/pledging strengthen alignment with shareholders .
- Potential conflicts: No related‑party transactions tied to Mr. Winkleblack disclosed; chairing NCG and Executive committees positions him to mitigate governance risks across nominations and board operations .
- Leadership signals: As Chair, he publicly articulated strategic dissatisfaction with valuation and initiated “Project Fresh” to improve brand, operations, and capital allocation—indicating active oversight and performance focus .
RED FLAGS: None disclosed specific to Mr. Winkleblack. Company‑wide policies prohibit hedging; no pledging by directors; related‑party activities disclosed for other directors are reviewed under the RPT framework .
Appendix: Committee Activity Reference
- Audit Committee: 5 meetings in 2024; members include Winkleblack (member) .
- Nominating & Corporate Governance Committee: 6 meetings in 2024; Winkleblack chairs .
- Executive & Capital & Investment Committees: Winkleblack chairs Executive and serves on Capital & Investment .