Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | THE WENDY’S COMPANY |
Entity Central Index Key | 0000030697 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | PAY VERSUS PERFORMANCE Pursuant to Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, non-PEO “Non-PEO S-K. Pay-For-Performance” pay-for-performance. P AY VERSUS ERFORMANCE ABLE Y EAR S UMMARY OMPENSATION ABLE OTAL FOR 1 C OMPENSATION CTUALLY AID TO 2 A VERAGE UMMARY OMPENSATION ABLE OTAL FOR ON -PEO S 3 A VERAGE OMPENSATION CTUALLY AID TO ON -PEO S 4 V ALUE OF NITIAL IXED NVESTMENT ASED N N ET NCOME IN MILLIONS 7 A DJUSTED EBITDA ( IN MILLIONS 8 T OTAL HAREHOLDER ETURN 5 P EER ROUP OTAL HAREHOLDER ETURN 6 (a) ($) (b) ($) (c) ($) (d) ($) (e) ($) (f) ($) (g) ($) (h) ($) (i) 2022 8,005,313 6,651,234 2,864,852 2,482,526 108.29 134.77 177.4 497.8 2021 9,669,733 11,210,465 3,463,434 3,974,600 111.37 147.99 200.4 467.0 2020 7,213,774 7,455,639 3,061,513 3,110,864 100.34 120.08 117.8 420.1 (1) The dollar amounts shown in column (b) reflect the amounts reported in the “Total” column of the SCT for our PEO, Mr. Penegor (our President and Chief Executive Officer) for each applicable year. (2) The dollar amounts shown in column (c) reflect the amount of CAP to Mr. Penegor, as calculated in accordance with Item 402(v) of SEC Regulation S-K S-K, PEO (T ODD ENEGOR 2022 ($) 2021 ($) 2020 ($) SCT Total for PEO 8,005,313 9,669,733 7,213,774 Deduct: (a) (5,249,966 ) (5,249,974 ) (4,599,975 ) Add Year-End Year-End 5,413,992 6,822,175 3,821,709 Add or Deduct Year-End (929,034 ) (134,543 ) 343,964 Add or Deduct (803,357 ) (49,181 ) 576,656 Add 214,286 152,255 99,511 CAP to PEO (b) 6,651,234 11,210,465 7,455,639 (a) The reported value of equity awards for each applicable year reflects an amount equal to th e g (b) The fair value or change in fair value, as applicable, of the equity awards described in the line items above was determined by reference to: (i) with respect to RSU awards, the closing price of our Common Stock on applicable year-end above except year-end year-end a year-end (3) The dollar amounts shown in column (d) reflect the average of the amounts reported in the “Total” column of the SCT for the Non-PEO Non-PEO (4) The dollar amounts shown in column (e) reflect the average amount of CAP to the Non-PEO S-K S-K, o Non-PEO N ON -PEO S 2022 ($) 2021 ($) 2020 ($) Average SCT Total for Non-PEO 2,864,852 3,463,434 3,061,513 Deduct: (a) (1,512,478 ) (1,437,476 ) (2,006,198 ) Add Year-End Year-End 1,559,732 1,867,954 1,727,753 Add or Deduct Year-End (302,803 ) 22,280 148,100 Add or Deduct (208,462 ) 638 149,668 Add 81,685 57,770 30,028 Average CAP to Non-PEO (b) 2,482,526 3,974,600 3,110,864 (a) The average reported value of equity awards for each applicable year reflects an amount equal to the average of the aggregate grant date fair value of equity awards received in the applicable year by the Non-PEO (b) See footnote (2.b) above for a discussion of the determination of the fair value or change i n (5) Assumes an initial investment of $100 on December 27, 2019, the last trading day of fiscal 2019 and a reinvestment of all dividends when received. (6) The peer group reflected is the same market capitalization weighted peer group used by the Company for purposes of compliance with Item 201(e)(1)(ii) of SEC Regulation S-K. S-K. (7) The dollar amounts reported represent the amount of net income for the applicable year, each as calculated in accordance with accounting principles generally accepted in the United States of America (GAAP). (8) Adjusted EBITDA is defined as earnings before interest, taxes, d non-GAAP presented in the Company’s earnings release for the applicable year and (ii) to exclude the impact of any other specific non-recurring Annex A adjusted | ||
Company Selected Measure Name | adjusted EBITDA | ||
Named Executive Officers, Footnote [Text Block] | For each of 2022, 2021 and 2020, the Non-PEO | ||
Peer Group Issuers, Footnote [Text Block] | The peer group reflected is the same market capitalization weighted peer group used by the Company for purposes of compliance with Item 201(e)(1)(ii) of SEC Regulation S-K. S-K. | ||
PEO Total Compensation Amount | $ 8,005,313 | $ 9,669,733 | $ 7,213,774 |
PEO Actually Paid Compensation Amount | $ 6,651,234 | 11,210,465 | 7,455,639 |
Adjustment To PEO Compensation, Footnote [Text Block] | The dollar amounts shown in column (c) reflect the amount of CAP to Mr. Penegor, as calculated in accordance with Item 402(v) of SEC Regulation S-K S-K, PEO (T ODD ENEGOR 2022 ($) 2021 ($) 2020 ($) SCT Total for PEO 8,005,313 9,669,733 7,213,774 Deduct: (a) (5,249,966 ) (5,249,974 ) (4,599,975 ) Add Year-End Year-End 5,413,992 6,822,175 3,821,709 Add or Deduct Year-End (929,034 ) (134,543 ) 343,964 Add or Deduct (803,357 ) (49,181 ) 576,656 Add 214,286 152,255 99,511 CAP to PEO (b) 6,651,234 11,210,465 7,455,639 (a) The reported value of equity awards for each applicable year reflects an amount equal to th e g (b) The fair value or change in fair value, as applicable, of the equity awards described in the line items above was determined by reference to: (i) with respect to RSU awards, the closing price of our Common Stock on applicable year-end above except year-end year-end a year-end | ||
Non-PEO NEO Average Total Compensation Amount | $ 2,864,852 | 3,463,434 | 3,061,513 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 2,482,526 | 3,974,600 | 3,110,864 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | The dollar amounts shown in column (e) reflect the average amount of CAP to the Non-PEO S-K S-K, o Non-PEO N ON -PEO S 2022 ($) 2021 ($) 2020 ($) Average SCT Total for Non-PEO 2,864,852 3,463,434 3,061,513 Deduct: (a) (1,512,478 ) (1,437,476 ) (2,006,198 ) Add Year-End Year-End 1,559,732 1,867,954 1,727,753 Add or Deduct Year-End (302,803 ) 22,280 148,100 Add or Deduct (208,462 ) 638 149,668 Add 81,685 57,770 30,028 Average CAP to Non-PEO (b) 2,482,526 3,974,600 3,110,864 (a) The average reported value of equity awards for each applicable year reflects an amount equal to the average of the aggregate grant date fair value of equity awards received in the applicable year by the Non-PEO (b) See footnote (2.b) above for a discussion of the determination of the fair value or change i n | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | CAP and the Company’s TSR, Net Income and Adjusted EBITDA The tables below demonstrate the relationship between (i) CAP to r. P Non-PEO | ||
Compensation Actually Paid vs. Net Income [Text Block] | |||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | |||
Total Shareholder Return Vs Peer Group [Text Block] | Company TSR and Peer Group TSR The table below demonstrates the relationship between (i) the Company’s TSR and (ii) the weighted TSR of the Company’s peer group disclosed in footnote (6) to the Pay Versus Performance Table above, beginning on December 27, 2019 (the last trading day of fiscal 2019) and ending on December 30, 2022 (the last trading day of fiscal 2022) . | ||
Tabular List [Table Text Block] | As described in greater detail under the caption “Compensation Discussion and Analysis,” performance-based pay constitutes the most significant portion of target total direct compensation for the C pay-for-performance • Adjusted EBITDA; • Free Cash Flow; • Global Systemwide Sales Growth; and • Relative Total Shareholder Return (“TSR”) (the Company’s TSR as compared to the S&P MidCap 400 index) | ||
Total Shareholder Return Amount | $ 108.29 | 111.37 | 100.34 |
Peer Group Total Shareholder Return Amount | 134.77 | 147.99 | 120.08 |
Net Income (Loss) | $ 177,400,000 | $ 200,400,000 | $ 117,800,000 |
Company Selected Measure Amount | 497,800,000 | 467,000,000 | 420,100,000 |
PEO Name | Mr. Penegor | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted EBITDA | ||
Non-GAAP Measure Description [Text Block] | Adjusted EBITDA is defined as earnings before interest, taxes, d non-GAAP non-recurring Annex A adjusted | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Free Cash Flow | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Global Systemwide Sales Growth | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Relative Total Shareholder Return (“TSR”) (the Company’s TSR as compared to the S&P MidCap 400 index) | ||
PEO [Member] | Reported Value of Equity Awards Granted during Fiscal Year(a) [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 5,249,966 | $ 5,249,974 | $ 4,599,975 |
PEO [Member] | Year End Fair Value of Equity Awards Granted in the Year that are Outstanding and Unvested at YearEnd [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 5,413,992 | 6,822,175 | 3,821,709 |
PEO [Member] | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested at YearEnd [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 929,034 | 134,543 | 343,964 |
PEO [Member] | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 803,357 | 49,181 | 576,656 |
PEO [Member] | Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 214,286 | 152,255 | 99,511 |
Non-PEO NEO [Member] | Reported Value of Equity Awards Granted during Fiscal Year(a) [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,512,478 | 1,437,476 | 2,006,198 |
Non-PEO NEO [Member] | Year End Fair Value of Equity Awards Granted in the Year that are Outstanding and Unvested at YearEnd [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,559,732 | 1,867,954 | 1,727,753 |
Non-PEO NEO [Member] | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested at YearEnd [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 302,803 | 22,280 | 148,100 |
Non-PEO NEO [Member] | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 208,462 | 638 | 149,668 |
Non-PEO NEO [Member] | Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 81,685 | $ 57,770 | $ 30,028 |