Peter Rothschild

About Peter H. Rothschild

Peter H. Rothschild (age 69) has served on The Wendy’s Company Board since 2010 (also a director of Wendy’s International from 2006–2008). He is a career investment banker and currently a Partner and head of the General Industries and Special Situations group at East Wind Advisors and its affiliated broker-dealer, East Wind Securities. He is an independent director and chairs the Compensation and Human Capital Committee; he also serves on the Audit, Nominating & Corporate Governance, and Executive Committees .

Past Roles

External Roles

Board Governance

• Independence: Board affirmed Rothschild is independent under Nasdaq rules and the company’s Independence Standards .
• Committees and roles (2024): Compensation & Human Capital (Chair; also member of the Performance Compensation Subcommittee), Audit (Member), Nominating & Corporate Governance (Member), Executive (Member) .
• Attendance: The Board met nine times in 2024; each director attended at least 75% of total Board and relevant committee meetings. Overall Board/committee attendance was ~98% in 2024; all directors attended the 2024 annual meeting virtually .
• Pay-for-performance oversight: As C&HC Chair, Rothschild signed the Committee’s report and oversaw an executive program that received ~97% support in the 2024 say‑on‑pay vote .

Fixed Compensation (Director)

Key program features affecting his cash fees and equity:

• Standard annual Board retainer $80,000; C&HC Chair retainer +$12,500; Audit Committee member retainer $14,000; Nominating & Corporate Governance member retainer $8,000; Executive Committee members receive $2,000 per meeting (no per‑meeting fees for Audit, C&HC, NCG, CSR, or Technology) .
• Non‑management director annual restricted stock award $162,500 (vests on earlier of first anniversary or next annual meeting; additional Chair equity retainer applies to Board Chair, not applicable to Rothschild) .

Performance Compensation (Director)

Directors are not subject to performance metrics; equity is time‑based and intended to align with shareholder interests .

Other Directorships & Interlocks

Expertise & Qualifications

• Investment banking since 1981 with extensive experience in finance, leveraged finance, corporate restructurings, M&A, strategic planning, human capital, franchising, and QSR industry dynamics; previously led major financing groups across multiple firms .
• Not designated as an “audit committee financial expert” (those designations apply to Arlin and Winkleblack), but serves on the Audit Committee and satisfies independence/financial literacy requirements with the committee as a whole meeting Nasdaq and SEC standards .

Equity Ownership

Governance Assessment

• Strengths
  • Independent director with deep transactional and capital markets expertise; chairs the C&HC, which employs an independent consultant (FW Cook) and follows strong governance (clawbacks, double‑trigger CIC vesting, significant stock ownership guidelines) .
  • Robust engagement outcomes (97% say‑on‑pay support in 2024) and clear disclosure of incentive design and outcomes; Board attendance and structure indicate effective oversight .
  • No related‑party transactions involving Rothschild disclosed; Board reaffirmed his independence .
• Potential watch items
  • General related‑party transactions disclosed at the company (e.g., purchases of advertising from AMC subsidiary; franchise royalties with Yellow Cab entities involving Peltz family interests) were reviewed/approved under the RPT policy; not linked to Rothschild but relevant to overall Board oversight of conflicts .

Committee Assignments Summary (2024)