Michelle Caruso-Cabrera
Wendy'sAbout Michelle Caruso-Cabrera
Michelle Caruso-Cabrera (age 56) is an independent director at The Wendy’s Company (WEN) since March 2023. She is CEO of MCC Global Enterprises (founded September 2018) and a CNBC contributor (since September 2022). A longtime CNBC journalist and former Chief International Correspondent, she brings deep communications, international, and regulatory insight. Committees: Audit and Corporate Social Responsibility (CSR).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CNBC | Chief International Correspondent; first Latina anchor | Over 20 years | Global reporting on 2008 financial crisis, Greece debt crisis, Brexit, European banking crisis, Russia’s 2014 invasion of Ukraine |
| WTSP-TV (St. Petersburg, FL) | General assignment reporter | Four years | Local reporting experience |
| Univision | Special projects producer (Latin America) | Early career | Emmy for AIDS crisis coverage |
| The New York Times | Stringer (education section) | Began in 1990 | Early reporting experience while at Wellesley College |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MCC Global Enterprises | Chief Executive Officer | Since Sep 2018 | Media production company founder |
| CNBC | Contributor | Since Sep 2022 | Ongoing media contributions |
| Ballet Hispánico | President, Board of Directors | Not disclosed | Non-profit leadership |
| IE Business School (Madrid) | International Advisory Board | Not disclosed | Business school advisory role |
| Council on Foreign Relations | Member | Not disclosed | Policy/international affairs network |
| Economics Club of New York | Member | Not disclosed | Business/economics network |
| Manna of Life Ministries | Active supporter | Not disclosed | Community involvement |
| Del Real Foods (private) | Director | Aug 2023–Dec 2024 | Privately-held food company board |
| NYC Mayor Eric Adams Transition Committee | Member | 2021 | City-level transition involvement |
Board Governance
- Independence: Affirmatively determined independent under Nasdaq rules and Company Independence Standards.
- Committee assignments: Audit Committee member (5 meetings in 2024); CSR Committee member (2 meetings in 2024).
- Attendance/engagement: Board held 9 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; overall Board/committee attendance ~98% in 2024.
- Time-commitment limits: Adopted in 2024; non-management directors generally expected to serve on no more than four other public company boards; Audit Committee members limited to no more than two other public company audit committees absent Board determination.
- Lead Independent/Chair structure: Independent non-executive Chair (Arthur Winkleblack); regular executive sessions of independent directors.
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual Board retainer (cash) | $80,000 | Standard non-management director retainer |
| Audit Committee member retainer | $14,000 | Audit Committee member fee |
| CSR Committee member retainer | $8,000 | CSR Committee member fee |
| Meeting fees | $0 | No meeting fees for Audit/Comp/CSR/NCG/Tech; other committees $2,000/meeting (not applicable) |
| Total fees earned (cash) | $102,000 | 2024 reported for Caruso-Cabrera |
| All other compensation | $0 | None disclosed for Caruso-Cabrera in 2024 |
Performance Compensation
| Award Type | Grant Date | Grant-Date Fair Value (USD) | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock (annual director grant) | May 21, 2024 | $162,500 | Vests on earlier of first anniversary or next annual meeting; subject to continued service | |
| — | — | — | — | None (time-based; no performance conditions) |
| 2024 Total Stock Awards | — | $162,500 | — | — |
| 2024 Director Compensation Total | — | $264,500 | Cash + equity total for Caruso-Cabrera |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (Other Public Company Boards column shows “—”) |
| Committee interlocks | Not a member of the Compensation & Human Capital Committee; no interlocks disclosed for her |
| Related party transactions | No related person transactions disclosed involving Caruso-Cabrera; RPT policy administered by Audit Committee |
Expertise & Qualifications
- Communications/marketing expertise; international reporting and regulatory familiarity; experience analyzing financial statements and corporate strategies.
- Board-relevant skills include strategic planning, human capital, ESG/CSR, risk management, financial reporting literacy, and corporate governance.
- Not designated as an “audit committee financial expert” (committee experts are Arlin and Winkleblack), but Audit Committee membership confirms financial literacy.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 16,712; less than 1% of outstanding common stock |
| Stock ownership guidelines (directors) | Must own at least 5x annual cash retainer; hold 100% of net shares until guideline met |
| Hedging/pledging | Hedging and derivative transactions prohibited without pre-clearance; pledging discouraged; shares held in margin/pledged do not count toward ownership guideline |
| Pledged shares (company-wide) | As of proxy date, none of the Company’s executive officers or directors have pledged any WEN shares |
| Options outstanding (directors) | None outstanding as of 2024 year-end |
Governance Assessment
- Strengths: Independent status; service on Audit and CSR committees enhances oversight of financial reporting and ESG strategy; solid attendance; alignment via mandatory stock ownership/retention; no pledging/hedging red flags; no related-party transactions disclosed for her. These factors support investor confidence.
- Compensation alignment: Director pay balanced between fixed cash retainer and time-based equity; no performance-linked director equity (limits pay-for-performance signals for directors but aligns tenure with shareholder interests through stock ownership guidelines).
- Other roles/conflicts: Current external roles are largely media and non-profit/advisory; no disclosed business dealings with WEN entities; absence of other public company boards reduces overboarding risk under newly adopted time-commitment policy.
- RED FLAGS: None disclosed specific to Caruso-Cabrera (no pledging, no related-party transactions, no low attendance). Monitor for potential perception risks associated with media/political profile, though no conflicts are disclosed.