Ken Cook
Wendy'sAbout Ken Cook
Ken Cook is Chief Financial Officer of The Wendy’s Company, appointed effective December 2, 2024, following 20 years in finance leadership roles at UPS, including CFO of the $60B U.S. Domestic segment, Head of FP&A, Investor Relations Officer, and Assistant Treasurer . He is 44 years old and joined Wendy’s in December 2024; the Board cited his role in driving revenue increases and margin expansion in the company’s next phase of growth . Wendy’s 2024 performance included global same-restaurant sales growth of 1.5%, systemwide sales of approximately $14.5B (+3.1% YoY), net income of $194.4M, adjusted EBITDA of $543.6M (+1.4% YoY), and free cash flow of $279.0M (+1.7% YoY), with U.S. company-operated restaurant margin up 70 bps; 2022-granted PSUs vested at 19.5% of target based on three-year relative TSR and cumulative FCF, and the 2024 annual incentive paid out at 70.7% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Parcel Service (UPS) | Head of Financial Planning & Analysis | Sep 2024 – Nov 2024 | Led enterprise FP&A ahead of CFO transition . |
| United Parcel Service (UPS) | CFO, U.S. Domestic Segment | Sep 2023 – Aug 2024 | Led financial planning/execution for UPS’s largest business unit . |
| United Parcel Service (UPS) | Investor Relations Officer | Feb 2022 – Aug 2023 | Directed IR strategy and market communications . |
| United Parcel Service (UPS) | Vice President, Investor Relations | Jun 2020 – Jan 2022 | Managed IR function and investor engagement . |
| United Parcel Service (UPS) | Vice President, Assistant Treasurer | Apr 2017 – May 2020 | Oversaw treasury and capital markets activities . |
| United Parcel Service (UPS) | CFO, South Asia | 2014 – 2017 | Regional finance leadership and execution . |
| UPS Airlines (UPS) | Various finance assignments | 2004 onward | Aircraft acquisitions, FP&A, maintenance finance . |
External Roles
No public company directorships or external board roles disclosed for Ken Cook .
Fixed Compensation
| Component | Detail | Effective Date | Amount/Terms |
|---|---|---|---|
| Base Salary | Initial base salary | Dec 2, 2024 | $600,000 per year . |
| Base Salary | Adjustment approved by Committee | Feb 2025 | Increased to $615,000 . |
| Annual Bonus Target | Target % of base | Dec 2, 2024 | 85% of base salary . |
| LTI Target | FY2025 target value | 2025 | $1.0M; increased to $1.115M in Feb 2025 . |
| Sign-on Cash | One-time cash bonus | Dec 2024 | $325,000 paid after 30 days of employment . |
| One-time Equity | RSUs (cliff vest) | Grant on Dec 2, 2024 | $300,000 grant-date fair value; vests in full on Dec 2, 2027 . |
| Relocation Assistance | Policy-based support | 2024–2025 | Reimbursed through company policy; $1,455 recorded in 2024 . |
Performance Compensation
| Plan/Metric | Weighting | Target | Actual | Payout | Vesting/Payment |
|---|---|---|---|---|---|
| 2024 Annual Incentive – Adjusted EBITDA | 50% | Not disclosed | Not disclosed | Contributed to 70.7% weighted payout . | Paid Feb 2025 upon Committee approval . |
| 2024 Annual Incentive – Global Same-Restaurant Sales Growth | 30% | Not disclosed | Not disclosed | Contributed to 70.7% weighted payout . | Paid Feb 2025 upon Committee approval . |
| 2024 Annual Incentive – Free Cash Flow | 20% | Not disclosed | Not disclosed | Contributed to 70.7% weighted payout . | Paid Feb 2025 upon Committee approval . |
| Ken Cook – 2024 Annual Incentive | — | $510,000 target (85% of $600K) | Prorated | $30,048 payout at 70.7% weighted outcome; prorated for Dec start . | Paid with other executives . |
| LTI Framework (2024/2025 awards) | PSU 60%; Options 25%; RSU 15% | — | — | — | PSUs: 3-year period; Options/RSU August grants per policy . |
| PSU Performance Metrics | 50% Global Systemwide Sales; 50% Relative TSR | 3-year period | — | 2022 grant cohort vested at 19.5% of target for 2022–2024 period . | Vests based on 3-year performance; 2022 cohort paid based on actuals . |
Equity Ownership & Alignment
| Item | Status/Amount | Date | Notes |
|---|---|---|---|
| Beneficial Ownership (Common Shares) | — | Mar 24, 2025 | No common shares reported; footnote excludes RSUs . |
| Unvested RSUs (beneficial table footnote) | 17,132 units | Mar 24, 2025 | Contingent right to receive shares; not counted in beneficial ownership line . |
| Unvested RSUs (Outstanding Awards table) | 16,856 units; $278,124 value | Dec 27, 2024 | Includes dividend equivalents; cliff vesting on Dec 2, 2027 . |
| Stock Options | None outstanding | Dec 27, 2024 | No options reported for Ken Cook . |
| Ownership Guidelines | 3× base salary for executive officers (CFO) | Ongoing | Must hold at least 75% of net shares until guideline met; unvested time-based RSUs count; no pledging/hedging . |
| Pledged Shares | None | Proxy date | Company discloses none pledged by execs/directors . |
| Anti-Hedging/Pledging | Prohibited without approval | Ongoing | Ban on speculative trading, margin purchases, derivatives; pledging requires approval . |
Employment Terms
| Term | Detail |
|---|---|
| Start date and role | Appointed CFO effective December 2, 2024 . |
| Contract structure | Employment letter (offer letter), not a long-form agreement; standard company approach for NEOs . |
| Severance (without cause) | Executives joining on/after Feb 16, 2023: 12 months base salary continuation; prorated annual cash incentive based on actual performance; pro rata vesting of RSUs and stock options with options exercisable for up to 90 days post-termination; pro rata vesting of PSUs based on actual performance; benefits continuation during salary continuation period or until coverage under another plan . |
| Change-in-control (double trigger) | If terminated without cause or for good reason within 12 months of a CIC: salary continuation based on base + target bonus; full vesting of RSUs and options; vested options exercisable for one year; PSUs vest pro rata based on actual or target if actual cannot be assessed per award . |
| Non-compete/confidentiality | Subject to customary non-compete and confidentiality provisions per Employment Letter . |
| Clawbacks | Award-level clawbacks for restatements or detrimental activity; Nasdaq-compliant clawback policy for erroneous incentive compensation . |
| Equity grant policy | Annual PSUs in February; options and RSUs in August, two full business days after Q2 earnings; special awards for new hires permitted . |
| Perquisites | Relocation assistance per policy; executive physical exam program available; Ken Cook recorded $1,455 relocation reimbursement in 2024 and remaining expected in 2025 . |
| Say-on-pay context | 97% approval in May 2024; strong support for pay-for-performance framework . |
| No excise tax gross-ups | Company policy does not gross-up excise taxes on change in control benefits . |
| No pensions for executives | Company does not offer pension benefits to executives . |
Investment Implications
- Alignment and retention: Cook’s pay mix emphasizes variable, performance-based compensation (85% bonus target; 2025 LTI $1.115M) and a one-time RSU grant that cliff vests in Dec 2027—creating a multi-year retention anchor and direct linkage to equity value; clawbacks, anti-hedging, and 3× salary ownership requirements further strengthen alignment .
- Near-term insider selling pressure: Minimal—no options outstanding as of FY2024 year-end and primary equity exposure is unvested RSUs with a 2027 cliff vest; he must retain 75% of net shares until guideline compliance and has no pledged shares .
- Pay-for-performance signals: 2024 annual incentive paid at 70.7% (below target), and the 2022–2024 PSU cohort vested at 19.5% of target—indicating a disciplined framework that pays down when TSR/FCF performance is below plan; Cook’s 2025 LTI uses PSUs tied to global systemwide sales and relative TSR, aligning his incentives with revenue scale and market-relative returns .
- Governance and severance economics: Double-trigger CIC protections and standardized severance (12 months base; pro rata incentives and vesting) limit windfalls while providing continuity; strong say-on-pay (97%) and independent consultant engagement (FW Cook) suggest low governance risk around compensation .
Performance Compensation (Program Detail Reference)
| Metric | Weighting | Design Notes |
|---|---|---|
| Annual Cash Incentive | Adjusted EBITDA (50%) | Tied to audited financials; payouts certified by CFO; negative discretion can be applied . |
| Annual Cash Incentive | Global Same-Restaurant Sales Growth (30%) | Constant currency basis; company delivered 1.5% in 2024 . |
| Annual Cash Incentive | Free Cash Flow (20%) | Company delivered $279.0M in 2024 (+1.7% YoY) . |
| PSUs (LTI) | Global Systemwide Sales (50%) | Drives multiyear strategic scale; 2024 systemwide sales ≈ $14.5B (+3.1% YoY) . |
| PSUs (LTI) | 3-Year Relative TSR (50%) | Paid 19.5% for 2022–2024 cohort on TSR/FCF actuals . |
Director/Governance Notes Relevant to CFO Role
- CFO’s certification of plan results: The CFO certifies actual performance relative to annual incentive plan goals prior to payout .
- Committee independence and consultants: Compensation and Human Capital Committee and Subcommittee are independent; FW Cook serves as independent consultant; management also used Willis Towers Watson for market data .
Equity Ownership & Beneficial Ownership (Detail)
| Holder | Shares Owned | Notes |
|---|---|---|
| Kenneth Cook | — | Beneficial ownership line shows “—”; does not include 17,132 RSUs (contingent rights) . |
Summary Compensation (2024)
| Component | Amount |
|---|---|
| Salary | $46,027 (partial year) . |
| Bonus (Sign-on) | $325,000 . |
| Stock Awards | $299,995 (one-time RSU grant) . |
| Options | — . |
| Non-Equity Incentive | $30,048 (prorated; 70.7% weighted payout) . |
| All Other Compensation | $1,455 (relocation) . |
| Total | $702,525 . |
Employment Arrangements and Potential Payments (Estimated)
| Scenario | Total Estimate | Components |
|---|---|---|
| Termination without Cause | $663,688 | Salary continuation $600,000; annual incentive $30,048; equity $7,722; benefits $25,918 . |
| Termination without Cause or for Good Reason within 12 Months of CIC | $976,590 | Salary continuation $642,500; annual incentive $30,048; equity $278,124; benefits $25,918 . |
| Death or Disability | $278,124 | Equity $278,124 . |
Investment Implications
- The 2027 cliff RSU and 2025 LTI package suggest low voluntary turnover risk and strong equity-linked incentives; program structure and clawbacks reduce agency risk while anti-hedging/pledging policies mitigate misalignment .
- Compensation outcomes (70.7% 2024 payout; 19.5% PSU vesting) reflect disciplined pay-for-performance and may indicate upside leverage for Cook’s future payouts contingent on executing system sales growth, TSR, EBITDA, and FCF improvements under the new CEO’s strategy .
- No excise tax gross-ups, standardized severance, and high say-on-pay support limit governance overhang; minimal near-term selling pressure due to RSU design and required share retention until guideline compliance .