Peter May
Wendy'sAbout Peter W. May
Peter W. May (age 82) is an independent director of The Wendy’s Company and serves as non‑executive Senior Vice Chairman. He has been on the Wendy’s board since 1993 via predecessor entities and since 2008 at the current company following Wendy’s International’s merger with Triarc; he is President and a Founding Partner of Trian Fund Management and a former certified public accountant. His prior roles include President and COO of the predecessor to The Wendy’s Company (1993–2007), with extensive experience in acquiring, investing in and improving large consumer and foodservice businesses.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Wendy’s Company (predecessor) | President & Chief Operating Officer; Director/Manager of subsidiaries | Apr 1993–Jun 2007 | Led operations and corporate strategy through predecessor period |
| Trian Fund Management, L.P. | President and Founding Partner | Nov 2005–present | Institutional investor perspective, capital allocation, governance |
| Trian Group, L.P. | President & Chief Operating Officer | Jan 1989–Apr 1993 | Investment and operating leadership |
| Triangle Industries, Inc. | President & Chief Operating Officer; Director | 1983–Dec 1988 | Public-company operating leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tiffany & Co. | Director | May 2008–May 2017 | Large-cap consumer board experience |
| Mondelēz International, Inc. | Director | Mar 2018–May 2022 | Global foodservice exposure |
| Mount Sinai Health System | Chairman Emeritus; Trustee | Ongoing | Civic leadership |
| New York Philharmonic | Co‑Chairman | Ongoing | Governance/public leadership |
| New‑York Historical Society | Trustee | Ongoing | Non‑profit trustee |
| University of Chicago; Booth School | Emeritus Trustee; Advisory Council life member | Ongoing | Academic governance |
| Lincoln Center for the Performing Arts | Director | Ongoing | Non‑profit board |
| Partnership for New York City | Partner | Ongoing | Business civic group |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board affirmatively determined Peter May is independent under Nasdaq rules and Company’s Independence Standards; Board specifically considered his leadership at Trian Partners and that certain family members hold indirect minority interests in a Wendy’s franchisee, Yellow Cab Holdings, LLC, and still determined independence. |
| Committee memberships | Capital & Investment (Chair), Technology (Chair), Compensation & Human Capital (member and Subcommittee member), Corporate Social Responsibility (member), Executive Committee (member). |
| Attendance | The Board held nine meetings in 2024; each director attended at least 75% of Board and assigned committee meetings; overall Board and committee attendance was ~98% in 2024. |
| Executive sessions | Regular executive sessions of non‑management and independent directors are held; the Chair or Senior Vice Chairman presides. |
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual Board retainer | $80,000 | All non‑management directors |
| Committee retainers | Audit $14,000 (+$20,000 Chair); Comp & HC $10,500 (+$12,500 Chair); Technology $10,500 (+$12,500 Chair); Nominating & Corporate Governance $8,000 (+$10,000 Chair); CSR $8,000 (+$10,000 Chair) | Applies to members and chairs as noted |
| Other committees (e.g., Capital & Investment, Executive) | $2,000 per meeting | No annual retainers; per‑meeting fees apply |
| 2024 fees for Peter May | $123,500 | He elected to receive his retainers and meeting fees in Common Stock in lieu of cash. |
Performance Compensation
| Grant date | Instrument | Grant-date fair value ($) | Vesting terms |
|---|---|---|---|
| May 21, 2024 | Annual restricted stock award | 162,500 | Vests on earlier of first anniversary or next annual meeting date, subject to continued service; directors may elect deferral into RSUs. |
Non‑management directors can elect to receive board/committee retainers in shares instead of cash, and to defer restricted stock into RSUs under the 2009 Directors’ Deferred Compensation Plan.
Other Directorships & Interlocks
- Trian Partners is a significant and long‑term stockholder of Wendy’s; Board approved a 2011 agreement under DGCL §203 permitting Covered Persons (including May) to own up to 32.5% of the common stock without triggering business combination restrictions solely due to that ownership.
- Certain family members of Peter May hold indirect, minority interests in operating companies managed by Yellow Cab Holdings, LLC (Wendy’s franchisee). In 2024, Wendy’s received ~$15.4 million in royalty, advertising fund, lease and other payments from Yellow Cab and related entities; all transactions followed standard franchise processes and were reviewed/approved by the Audit Committee under the Related Person Transactions Policy.
Expertise & Qualifications
- 40+ years of investing and operating experience; prior CPA; strong relationships across institutional investors and capital markets; deep strategic planning and governance experience relevant to QSR and large consumer businesses.
- Technology oversight and digital engagement via Technology Committee Chair role; capital allocation oversight via Capital & Investment Committee Chair role.
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Direct holdings | 5,510,666 | Includes 9,108 restricted shares that may be voted. |
| Stock ownership guidelines (directors) | 5x annual cash retainer | Until met, directors must hold 100% of net shares from vesting/exercise; no pledged shares by any director as of proxy date. |
Governance Assessment
- Committee influence and alignment: As Chair of Capital & Investment and Technology and a member of Compensation & Human Capital, May exerts significant oversight on capital deployment, tech/cyber risk and pay design—areas closely watched by investors for governance quality and value creation.
- Independence with related‑party context: Board reaffirmed his independence despite Trian’s significant ownership and family minority interests in a large franchisee; the Audit Committee formally reviews related person transactions under a written policy, and Yellow Cab dealings were on standard, arm’s length terms and approved per policy.
- Director pay mix and alignment: In 2024, May’s compensation was 43% cash‑equivalent and 57% equity at grant value, and he elected stock in lieu of cash, strengthening ownership alignment. Total 2024: $286,000 (fees $123,500; stock $162,500).
- Attendance and engagement: Board‑level attendance was strong in 2024 (~98% overall), with each director meeting minimum attendance expectations, supporting board effectiveness.
RED FLAGS to monitor
- Significant shareholder interlock: Ongoing Trian influence (and historical voting agreement with Nelson Peltz) can raise perceived conflicts; continued transparent Audit Committee review and independent board leadership are essential.
- Franchisee related‑party exposure: Family minority stakes in Yellow Cab (89 restaurants) require continued rigorous arm’s‑length oversight given material annual payment flows (~$15.4 million).
Compensation Committee analysis signals
- Independent consultant (FW Cook) advises the committee; 2024 director equity grant increased to $162,500 and a Chair retainer introduced ($75,000 cash + $75,000 equity) to align with peer practices across 14 restaurant peers, indicating market‑aligned board pay governance.