Wesley McDonald - Director | Wingstop (WING) Executive Profile & Compensation

About Wesley S. McDonald

Independent director since 2016; age 62; currently serves on Wingstop’s Audit and Compensation Committees and is designated an Audit Committee Financial Expert. Former Senior Executive Vice President and Chief Financial Officer at Kohl’s; earlier CFO/Vice President at Abercrombie & Fitch and roles of increasing responsibility at Target, bringing deep finance, FP&A, investor relations, capital allocation, and retail operations experience to Wingstop’s board. Term: Class II director, expires at the 2026 annual meeting.

Past Roles

Organization	Role	Tenure	Committees/Impact
Kohl’s Corporation	Senior EVP, CFO; Principal Officer, CFO	2003–2017; CFO since 2010; Principal Officer CFO in 2015	Oversaw FP&A, IR, financial reporting, accounting ops, tax, treasury, non-merch purchasing, credit, capital investment; enterprise finance leadership
Abercrombie & Fitch Co.	CFO and Vice President	Prior to Kohl’s (specific dates not disclosed)	Corporate finance leadership; public company reporting and capital markets exposure
Target Corporation	Various roles of increasing responsibility	Not disclosed	Retail operations, finance and planning foundation

External Roles

Organization	Role	Tenure	Committees/Impact
Urban Outfitters, Inc. (NASDAQ: URBN)	Director; Audit Committee Chair; Compensation Committee Member	Since May 2019 (current)	Leads audit oversight; member of comp governance; cross-industry retail insights
The Children’s Place (NASDAQ: PLCE)	Director	May 2023–May 2024	Board service; no ongoing role

Board Governance

Independence: Board has determined McDonald is independent under Nasdaq standards and a non-employee director. No family relationships disclosed.
Committee assignments: Audit Committee Member; Compensation Committee Member; designated Audit Committee Financial Expert. Audit Committee met 6x in FY2024; Compensation Committee met 5x.
Attendance: Board met 6x in FY2024; each director participated in at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting. Non-management directors meet in executive session at least twice annually.
Term, class: Class II, term expires 2026.
Leadership structure: Separate Chair and CEO; independent Chair presides over executive sessions.

Fixed Compensation

Wingstop non-employee director pay structure (2024):

Cash: Annual retainer $80,000; Audit Committee member $5,000; Compensation Committee member $5,000; committee chairs receive higher fees (audit chair $20,000; comp chair $15,000; Board Chair $60,000).
Equity: Annual restricted stock award fair value $130,000 (Board Chair $190,000), granted on annual meeting date; vests on first anniversary; dividend equivalents paid at vesting.

Wesley S. McDonald – Director compensation history:

Year	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Total ($)	Unvested RS as of FY-end (shares)
2024	90,000	130,000	220,000	342
2023	80,000	115,164	195,164	566

Performance Compensation

Company executive incentive metrics (relevant to Compensation Committee oversight):

Annual cash incentive (2024): 80% weight Adjusted EBITDA growth; 20% weight Net New Units. Certified results: Adjusted EBITDA growth 44.8% (above max target 17.5%); Net New Units 349 (above max target 280); payout 200% of target.
Payout curve (2024): Selected thresholds (payout multiple of target)
- Adjusted EBITDA growth: 15.0% → 100%; 17.5% → 200%
- Net New Units: 270 → 100%; 280 → 200%
Long-term PSUs (2024 grants): 60% of LTI in PSUs based on Return on Incremental Invested Capital (ROIIC) over 2024–2026; payout ranges 0%–250%; key thresholds: <30%→0%; 39%→100%; ≥45%→250%. Remaining 40% in 3-year ratable RSUs.

Other Directorships & Interlocks

Company	Overlap/Interlock Risk	Notes
Urban Outfitters, Inc.	No related-party transactions disclosed at Wingstop	Wingstop reports no related party transactions since Jan 1, 2024; Compensation Committee interlocks: none.
The Children’s Place	No related-party transactions disclosed at Wingstop	Prior board service concluded May 2024.

Expertise & Qualifications

Audit Committee Financial Expert; extensive CFO and public-company finance experience.
Strategic planning, capital allocation, FP&A, investor relations, financial reporting; retail operations acumen aligned with Wingstop’s franchised model.

Equity Ownership

As-of Date	Shares Beneficially Owned	% of Class	Notes
Feb 28, 2025	4,536	<1%	Includes 342 unvested restricted shares (voting rights, no dispositive power).
Mar 25, 2024	4,194	<1%	Includes 566 unvested restricted shares (voting rights, no dispositive power).

Additional alignment policies:

Stock ownership guidelines: Independent directors required to own 5x the annual cash retainer; retention guidelines apply.
Hedging/pledging: Directors prohibited from hedging or pledging Wingstop stock.
Clawback: Executive incentive compensation subject to clawback; plans permit broader recoupment for misconduct; directors’ equity is granted under omnibus plans that include recoupment provisions.

Governance Assessment

Strengths: Independent status; dual committee roles (Audit and Compensation); Audit Committee Financial Expert designation; robust attendance; clear prohibition on hedging/pledging; no related-party transactions; strong shareholder support on Say-on-Pay (2024: 96.1%; 2023: 98.5%). These factors support board effectiveness and investor confidence.
Pay and incentives oversight: Compensation framework emphasizes Adjusted EBITDA growth, net new units, and ROIIC-linked PSUs, aligning executive pay with performance outcomes overseen by a committee that includes McDonald.
Potential watch items: Multi-board service may increase time commitments (currently URBN; prior PLCE), but no attendance or engagement issues disclosed at Wingstop; committee interlocks explicitly denied.
Overall: Governance posture (independent committees, ACFE designation, attendance, alignment policies) and absence of conflicts/related-party exposure indicate low governance risk from McDonald’s directorship at Wingstop.