Michelle Mathews-Spradlin
Wendy'sAbout Michelle “Mich” J. Mathews-Spradlin
Independent director of The Wendy’s Company since February 2015; age 58. Former Chief Marketing Officer and Senior Vice President at Microsoft, where she led global marketing with a multibillion-dollar budget and teams of several thousand, bringing deep expertise in digital media, consumer tech, and brand management. Current Wendy’s committees: Compensation & Human Capital, Nominating & Corporate Governance, and Technology. Determined independent under Nasdaq rules and the Company’s Independence Standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft Corporation | Chief Marketing Officer; prior leadership roles | 1993–2011 (employee); 1989–1993 (UK communications consultant) | Led global marketing; oversaw Windows, Office, Xbox, Bing, IE; multibillion budget and global teams |
| General Motors Co. | Various roles | 1986–1989 | Early career operating and communications roles |
External Roles
| Organization | Role | Type | Since | Notes |
|---|---|---|---|---|
| iAnthus Capital Holdings, Inc. | Chair of the Board | Company (publicly named) | June 2022 | Board chair role; governance leadership |
| Jacana Holdings Inc. | Director | Private company | — | Board member |
| The Bouqs Company | Director | Private company | — | Board member |
| Brandtech Group | Director | Private company | — | Board member |
| California Institute of Technology | Trustee | Nonprofit/Academic | — | Board of Trustees member |
| UCLA School of Theater, Film and Television | Executive Board member | Academic | — | Executive board member |
Board Governance
- Committee assignments (2024): Compensation & Human Capital (also on the Performance Compensation Subcommittee), Nominating & Corporate Governance, Technology. Meeting counts in 2024: C&HC (9 joint), NCG (6), Technology (5). No chair roles disclosed for Ms. Mathews-Spradlin.
- Independence and conflicts: Board affirmatively determined she is independent under Nasdaq and Company standards; no related-person transactions or interlocks disclosed for her (exceptions noted pertained to Mr. May and Ms. Dolan).
- Attendance and engagement: The Board held 9 meetings in 2024; each director attended at least 75% of Board and committee meetings, with approximately 98% aggregate attendance, and all directors attended the 2024 annual meeting.
- Executive sessions: Independent directors hold regular executive sessions; the Chair presides.
- Overboarding policy: In 2024 the Board adopted limits on outside public boards to ensure sufficient time commitment.
Fixed Compensation (Non‑Management Director, 2024)
| Component | Amount | Detail/Date |
|---|---|---|
| Cash fees | $105,901 | Board/committee retainers as paid in 2024 |
| Equity (restricted stock award) | $162,500 | Granted May 21, 2024 upon re‑election; vests at earlier of first anniversary or next annual meeting |
| Other compensation | $0 | No other reportable items in 2024 |
| Total | $268,401 | Sum of components |
Director fee structure (reference for context):
- Board annual retainer: $80,000; Committee retainers: Audit $14,000 (Chair +$20,000); C&HC $10,500 (Chair +$12,500); NCG $8,000 (Chair +$10,000); Technology $10,500 (Chair +$12,500). No meeting fees for Audit, C&HC, CSR, NCG, Technology; other committees: $2,000 per meeting.
Performance Compensation
Non‑management director equity is time‑based (no performance metrics). Annual restricted stock vests on the earlier of the first anniversary of grant or the next annual meeting. Anti‑hedging applies.
For context (Compensation & Human Capital Committee oversight), 2024 executive annual incentive metrics and outcomes:
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout % | Weighted Payout % |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 50% | 520 | 540 | 590 | 543.6 | 107.0% | 53.5% |
| Global Same‑Restaurant Sales Growth (%) | 30% | 2.5 | 4.5 | 6.5 | 1.5 | 0.0% | 0.0% |
| Free Cash Flow ($M) | 20% | 260 | 286 | 345 | 279.0 | 86.0% | 17.2% |
| Total payout | — | — | — | — | — | — | 70.7% |
2024 long‑term performance units measured FY26 Global Systemwide Sales CAGR and 3‑yr Relative TSR (S&P MidCap 400) equally; 2022 PSU cycle paid at 19.5% (FCF 39.1%/RTSR 0%).
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company board | iAnthus Capital Holdings, Inc. (Chair) |
| Compensation committee interlocks | None disclosed for Ms. Mathews‑Spradlin; committee interlock exceptions related to other directors (e.g., Mr. May/Trian). |
| Related‑party transactions | None disclosed for Ms. Mathews‑Spradlin. |
Expertise & Qualifications
- Global brand and digital marketing leader (Microsoft CMO), with consumer technology depth and oversight of Windows, Office, Xbox, Bing, and Internet Explorer.
- Governance and human capital oversight through service on Compensation & Human Capital and NCG Committees; technology oversight via Technology Committee.
- Skill matrix coverage includes marketing/brand/digital, corporate strategy, consumer/retail, tech, governance, and human capital.
Equity Ownership
| Ownership element | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 63,789 | <1% of outstanding shares |
| Unvested restricted stock (12/29/24) | 9,108 | Outstanding restricted shares at 2024 FYE |
| Stock options outstanding (12/29/24) | 0 | No directors had options outstanding at 2024 FYE |
- Stock ownership guidelines for directors: hold Common Stock equal to at least 5x annual cash retainer; must hold 100% of net shares until guideline met. As of proxy date, no directors or executive officers had pledged shares.
Governance Assessment
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Strengths
- Independent director with relevant operating expertise in technology, digital, and brand—aligned with Wendy’s consumer, digital, and technology priorities. Committee roles span Compensation & Human Capital, NCG, and Technology, enhancing oversight breadth.
- Board confirms independence; no related‑party transactions or committee interlocks disclosed for her.
- Strong director pay structure and ownership alignment: equity retainer vests annually; robust stock ownership/retention and anti‑hedging/anti‑pledging policies.
- Board process quality signals: ~98% aggregate attendance in 2024; regular independent executive sessions; say‑on‑pay support ~97% in 2024.
- New policy limiting outside boards mitigates overboarding risk.
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Watch items
- Multiple external board/leadership roles (chair of iAnthus plus private and nonprofit boards) warrant routine time‑commitment monitoring under the new limits, though no concerns disclosed by the Company.
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Red flags
- None disclosed related to attendance, conflicts, related‑party transactions, hedging/pledging, or equity award modifications.