Kristin Dolan
Wendy'sAbout Kristin A. Dolan
Kristin A. Dolan (age 58) has served on The Wendy’s Company Board since 2017. She is the Chief Executive Officer of AMC Networks Inc. (appointed February 2023) and previously founded and led 605 LLC, a media audience measurement and analytics firm; earlier she held senior operating roles at Cablevision Systems Corporation, including Chief Operating Officer . She is an independent director under Nasdaq standards; the Board specifically reviewed Wendy’s advertising purchases from an AMC Networks subsidiary in 2022–2024 and concluded these did not impair her independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AMC Networks Inc. | Chief Executive Officer | Feb 2023 – present | Leads global content networks and streaming portfolio |
| 605 LLC | Founder & Chief Executive Officer | Nov 2016 – Feb 2023 | Built TV audience measurement/data analytics capabilities |
| Cablevision Systems Corp. | Chief Operating Officer | Apr 2014 – Jun 2016 | Oversight of operations for major cable operator |
| Cablevision Systems Corp. | President, Optimum Services; SEVP Product Mgmt & Marketing; SVP | Nov 2011 – Apr 2014; Nov 2011 – Apr 2013; Jun 2003 – Nov 2011 | Product, marketing and technology leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Sphere Entertainment Co. (formerly MSG Entertainment) | Director | Apr 2020 – present | — |
| Cablevision Systems Corp. | Director | May 2010 – Jun 2016 | — |
| MSG Networks Inc. | Director | Apr 2018 – Jul 2021 | — |
| Madison Square Garden Sports Corp. | Director | Sep 2015 – Dec 2021 | — |
| AMC Networks Inc. | Director | Jun 2011 – Mar 2023 | — |
| Revlon, Inc. | Director | May 2017 – May 2023 | — |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Affirmatively determined independent; Board reviewed AMC Networks ad purchases and maintained independence conclusion |
| Board Committees (2024) | Nominating & Corporate Governance; Technology |
| Committee Meeting Count (2024) | NCG: 6 meetings; Technology: 5 meetings |
| Board Attendance | Board/committee attendance ~98% overall in 2024; each director attended ≥75% of meetings; all directors attended 2024 annual meeting (virtual) |
| Board leadership context | Independent non-executive Chair; regular executive sessions of independent directors |
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 112,077 | 162,500 | 274,577 |
- Director compensation program components: annual Board retainer $80,000; committee member retainers (NCG $8,000; Technology $10,500); annual restricted stock award $162,500; option to receive retainers in stock and to defer into RSUs .
Performance Compensation
| Component | Structure | 2024 Detail |
|---|---|---|
| Director performance-based pay | Not utilized; director equity is time-based restricted stock | No performance metrics disclosed for directors; 2024 grant vests by next annual meeting |
Other Directorships & Interlocks
| Potential Interlock/Transaction | Nature | Board Determination |
|---|---|---|
| AMC Networks advertising | Wendy’s purchased advertising time from an AMC Networks subsidiary in 2022, 2023 and 2024 | Board considered this and maintained Dolan’s independence |
Expertise & Qualifications
- Deep expertise in media creation/distribution, audience data analytics, IT integration, and strategic marketing; experience spans traditional and streaming platforms .
- Executive management skills across governance, compliance, risk management, operations, M&A, finance, and strategic planning .
- Relevant to Wendy’s Technology Committee oversight (digital engagement, cybersecurity, IT risk) and NCG responsibilities .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Notes |
|---|---|---|---|
| Kristin A. Dolan | 41,829 | ~0.02% (41,829 / 196,234,142) | No pledging; directors subject to 5x cash retainer ownership guideline, must hold 100% of net shares until met |
- Unvested director equity: 9,108 shares of restricted stock outstanding at 2024 year-end for non-management directors; per director holdings table shows 9,108 for Dolan .
- Hedging/pledging: Prohibited; none of directors have pledged shares as of the proxy date .
Governance Assessment
- Strengths:
- Independent status with explicit Board review of AMC-related ad buys; independence affirmed .
- Relevant digital/media/technology expertise supports Technology Committee work; active NCG membership contributes to governance processes .
- Solid engagement: 2024 saw broad Board/committee attendance and director participation at annual meeting .
- Ownership alignment: time-based equity grants; robust stock ownership guidelines for directors (5x cash retainer; 100% net share retention until met); no pledging .
- Watch items / potential conflicts:
- Related-party exposure via Wendy’s advertising purchases from AMC Networks subsidiary while Dolan is AMC CEO. The Board concluded independence remains intact, but investors should monitor ongoing transaction magnitude and governance safeguards (e.g., recusal) .
- Compensation alignment:
- Director pay mix balanced between cash retainers and time-based equity; no meeting fees for core committees; no performance-based director pay, consistent with market practice .
- Broader governance signals:
- Say-on-pay support ~97% in 2024 indicates strong shareholder backing of compensation governance (context for overall Board effectiveness) .
- Technology and NCG committees actively met (5 and 6 times, respectively) reflecting oversight cadence .