WEN Wendys Company

Exhibit 10.1

Executive Severance Pay Policy

As Amended: February 16, 2023

I. Policy

It is the policy of Wendy’s International, LLC (“Wendy’s”) to provide post-termination compensation as described in this Policy to certain executives whose employment has been involuntarily terminated without Cause. References in this Policy to Wendy’s also include Wendy’s successors or assigns (by operation of law or otherwise) and Wendy’s parents, affiliates or subsidiaries.

Although this Policy reflects Wendy’s general intent, it does not constitute a plan document or binding contract, and Wendy’s can vary from this Policy at any time and for any lawful reason. Any payments or benefits provided under this Policy are paid in the sole discretion of Wendy’s. This Policy may be modified, amended or terminated at any time and for any lawful reason, without notice, and at the sole discretion of Wendy’s.

II. Effect of February 16, 2023 Amendment

This Policy was amended, effective February 16, 2023. Any Wendy’s U.S. executive in the position of Executive (as defined below) on or before February 15, 2023 will be eligible to receive post-termination compensation as described in the “Payment Upon Involuntary Termination Without Cause” provisions of the December 14, 2015 version of the Policy, as updated and attached hereto as Appendix A, with this Policy (including the February 16, 2023 amendments) otherwise applying. For all other Executives, this Policy (including the February 16, 2023 amendments) will apply.

III. Eligibility

This Policy applies to Wendy’s U.S. executives who, at the time of termination hold the position of senior vice president or higher (which includes all U.S. executives who are deemed to be an “executive officer” of Wendy’s for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, hereinafter a “Section 16 Officer”) and who are not subject to an agreement that otherwise provides for severance payments upon termination (each, an “Executive” and, collectively, the “Executives”). As used in this Policy, any reference to “Executive” includes a Wendy’s U.S. executive who holds the position of Chief Executive Officer (“CEO”) if such individual is an “Executive” as defined in this Policy, unless different treatment is specifically provided in this Policy for a CEO.

An Executive will be eligible for the payments and benefits under this Policy if the Executive is involuntarily terminated without Cause, as defined in The Wendy’s Company 2020 Omnibus Award Plan (as amended from time to time, the “2020 Plan”). Payments and benefits under this Policy are contingent upon the Executive’s continued, active employment with Wendy’s (except to the extent that the Executive is on an approved leave of absence in accordance with Wendy’s policies) until the date designated by Wendy’s (the “Termination Date”). If an Executive is terminated for Cause before the Termination Date, the Executive will not be entitled to payments or benefits under this Policy. The payment of any severance and other benefits described herein is also contingent upon the Executive’s execution and non-revocation of a Wendy’s form severance agreement, which includes, among other things, a release of claims, non-competition provisions and non-solicitation provisions.

Such documentation must be executed and returned on a date specified by Wendy’s, which will be no later than 45 days after the Termination Date.

An Executive’s employment will not be considered terminated for purposes of this Policy if:

An Executive’s entitlement to receive payments and benefits under this Policy will terminate effective upon the Executive’s reemployment, in any capacity, by Wendy’s.

IV. Payment upon Involuntary Termination without Cause

In the event an Executive is involuntarily terminated without Cause, the Compensation and Human Capital Committee and Performance Compensation Subcommittee of the Board of Directors of The Wendy’s Company have approved the following:

A. Salary Continuation

Base salary, as of the Executive’s Termination Date, will be payable in biweekly installments for a period of (i) 12 months for an Executive; or (ii) 24 months for a CEO. However, if the involuntary termination without Cause occurs within 12 months following a Change in Control, as defined in the 2020 Plan, Salary Continuation will instead be calculated as the sum of base salary and target annual cash incentive, as of the Executive’s Termination Date, and that amount will be payable in biweekly installments for a period of (i) 12 months for an Executive; or (ii) 24 months for a CEO.

B. Annual Cash Incentive

An Annual Cash Incentive for the year of the Executive’s termination will be paid on a pro rata basis, based on the number of months worked prior to the Executive’s Termination Date (or such other pro ration methodology set forth in the applicable incentive plan document). These payments will be calculated based upon actual performance for the entire performance period and will be payable to terminated Executives at the same time that such payments are made to active Executives, in each case subject to the terms and conditions of the applicable plan.

C. Long-Term Incentive

In the event an Executive is involuntarily terminated without Cause, such Executive will be entitled to the following treatment of outstanding equity, unless the terms of the applicable award agreement are more favorable.

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However, if the involuntary termination without Cause occurs within 12 months following a Change in Control, an Executive will instead be entitled to the following treatment of outstanding equity, unless the terms of the applicable award agreement are more favorable.

V. Method and Timing of Payment

Except as otherwise stated herein, all Salary Continuation payments will commence as soon as practical following the Executive’s Termination Date, but in no event will any payments be made prior to the date that the Executive’s severance agreement becomes effective. All payments will be subject to applicable tax withholding.

If any payments under this Policy are subject to Section 409A of the Internal Revenue Code, then (i) each such payment will be treated as a separate payment for purposes of Section 409A, (ii) any such payments that would otherwise be paid in the first six months following the termination of employment of a “specified employee” will be delayed and paid in a lump sum upon the six month anniversary of the termination of employment, with the remaining scheduled installments commencing at that time, and (iii) if the date on which the release of claims is signed could determine whether any payments subject to Section 409A are paid in one of two tax years, then such payments will be paid in the later tax year. A “specified employee” is generally one of the 50 highest-paid officers of Wendy’s, as determined in accordance with procedures adopted by Wendy’s.

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For purposes of calculating the applicable Salary Continuation period, references to months shall be calculated based on the closest full week equivalent (e.g., 12 months equals 52 weeks).

For purposes of calculating the proration of any Long-Term Incentive compensation under this Policy, the proration will be based on full calendar months.

VI. Impact on Benefits

Executives whose employment has been terminated without Cause will continue to receive health and welfare benefits as described below to the extent permitted by applicable law and the relevant plan terms.

A. Health Coverage

Following the Termination Date, former Executives may continue to participate in Wendy’s medical, prescription drug, vision and dental benefits under The Wendy’s Company’s Health Plan at employee premium rates (and Wendy’s will contribute to the Executive’s Health Savings Account or credit the Executive’s Health Reimbursement Account, as applicable) until the earliest of: (i) the day on which the final Salary Continuation payment is received; (ii) the day the Executive becomes covered under any other group health plan; or (iii) the first day the Executive is eligible to participate as an employee under another employer’s health plan. If the Executive becomes eligible to participate as an employee or enrolls under any other group health plan while receiving Salary Continuation payments, the Executive must notify Wendy’s Benefits Department.

B. Medical Flexible Spending Accounts

The Executive may continue to participate in medical flexible spending accounts until the earlier of (i) the last day on which the Executive receives a Salary Continuation payment or (ii) December 31 on or after the Executive’s Termination Date.

C. COBRA

When an Executive’s medical, dental, prescription, vision, Health Reimbursement Account, and medical flexible spending account coverage end, the Executive may become eligible for COBRA continuation coverage.

D. Other Benefits

Eligibility for all other benefits will end upon the Executive’s Termination Date. These benefits include, but are not limited to, short term disability benefits, paid leave, worker’s compensation benefits (other than claims that arose prior to the Termination Date), life insurance, dependent care flexible spending account contributions and company or employee contributions to retirement plans.

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E. Outplacement

Wendy’s, in its sole discretion, may provide career transition and job outplacement services to Executives affected under this Policy. Specifics of the package applicable to each affected Executive will be provided on or about the Executive’s Termination Date.

VII. General Provisions

Determinations with respect to payments and benefits provided under this Policy to Section 16 Officers will be made by the Compensation and Human Capital Committee or Performance Compensation Subcommittee of the Board of Directors of The Wendy’s Company. Wendy’s Chief People Officer will otherwise be responsible for administering this Policy, and the Compensation and Human Capital Committee and Performance Compensation Subcommittee hereby delegates responsibility for implementation and execution of this Policy to Wendy’s Chief People Officer.

Payments and benefits provided under this Policy are subject to any “clawback” or “forfeiture” policies maintained by Wendy’s from time to time, as well as any “clawback” or “forfeiture” provisions to which Wendy’s and/or the Executives may be subject under applicable laws, rules, regulations or stock exchange listing standards (whether such policies were in effect as of the date hereof or adopted by Wendy’s after the date hereof).

In the event it is determined that an Executive is or will be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, the total payments made to the Executive pursuant to this Policy or otherwise made by Wendy’s will be reduced to the maximum amount that could be paid to the Executive without giving rise to any such excise tax, but only if the Executive would receive a greater after-tax amount after reducing such payments. The reduction of payments, if applicable, will first be made from cash payments in reverse chronological order, then from the accelerated vesting of equity awards in order of the highest ratio of “parachute payment” value to economic value, and then from any remaining payments in reverse chronological order. All determinations under this paragraph will be made by Wendy’s in its sole discretion and will be final and binding on the Executive.

Notwithstanding anything to the contrary set forth herein, upon a Change in Control, this Policy will become a legally binding obligation of Wendy’s and, for 12 months following the Change in Control, this Policy may not be amended in any way that would have a material adverse effect on an Executive’s eligibility, level of benefits, or other rights under this Policy.

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Appendix A

December 14, 2015 Provisions

Payment upon Involuntary Termination without Cause

In the event an Executive is involuntarily terminated without Cause, the Compensation and Human Capital Committee and Performance Compensation Subcommittee of the Board of Directors of The Wendy’s Company have approved the following:

A. Salary Continuation

Base salary, as of the Executive’s Termination Date, will be payable in biweekly installments for a period of 18 months. However, if the involuntary termination without Cause occurs within 12 months following a Change in Control, as defined in The Wendy’s Company’s 2020 Omnibus Award Plan, Salary Continuation will instead be calculated as the sum of base salary and target annual cash incentive, as of the Executive’s Termination Date, and that amount will be payable in biweekly installments for a period of 18 months.

B. Annual Cash Incentive

An Annual Cash Incentive for the year of the Executive’s termination will be paid on a pro rata basis, based on the number of months worked prior to the Executive’s Termination Date (or such other pro ration methodology set forth in the applicable incentive plan document). These payments will be calculated based upon actual performance for the entire performance period and will be payable to terminated Executives at the same time that such payments are made to active Executives, in each case subject to the terms and conditions of the applicable plan.

C. Long-Term Incentive

In the event an Executive is involuntarily terminated without Cause, such Executive will be entitled to the following treatment of outstanding equity, unless the terms of the applicable award agreement are more favorable.

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However, if the involuntary termination without Cause occurs within 12 months following a Change in Control, an Executive will instead be entitled to the following treatment of outstanding equity, unless the terms of the applicable award agreement are more favorable.

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Exhibit 99.1

WENDY’S ANNOUNCES CEO SUCCESSION

Kirk Tanner to Succeed Todd Penegor as President & CEO

Company Reaffirms Previously Provided FY 2023 Outlook

and Plans to Release Q4 2023 Results and 2024 and Long-Term Outlook February 15

DUBLIN, Ohio, Jan. 18, 2024/PRNewswire/ — The Wendy’s Company (Nasdaq: WEN) today announced that its Board of Directors has appointed Kirk Tanner as Wendy’s President and CEO, effective February 5, 2024. Mr. Tanner will succeed Todd Penegor, who will depart from the Company and Board in February after serving in senior leadership positions at Wendy’s for more than a decade. Mr. Tanner has also been elected to serve on the Wendy’s Board of Directors.

Mr. Tanner most recently served as Chief Executive Officer of North American Beverages at PepsiCo, Inc., and joins Wendy’s with more than 30 years of experience across beverages, snacks and foodservice. At PepsiCo, he oversaw the $26+ billion business unit, which accounts for approximately 30% of PepsiCo’s overall business, driving operational performance and revenue growth, the incubation and launch of new products and the entrance into new markets over the course of his tenure. Prior to his most recent role, Mr. Tanner oversaw PepsiCo’s Global Foodservice division, during which time he expanded the Company’s presence in foodservice through strategic partnerships, new product lines and significant deals with major sports leagues and restaurant chains.

“We are thrilled to welcome an executive of Kirk’s caliber to the Wendy’s team,” said Nelson Peltz, Chairman of the Wendy’s Board. “Kirk is a proven operational leader whose customer-centric mindset and broad experience positioning and growing some of the most well-known global brands make him the ideal candidate to lead Wendy’s into its next phase of growth and expansion.”

“I am honored to have the opportunity to lead this iconic brand at such a pivotal time in the industry,” said Mr. Tanner. “I am energized by the future potential and expansion opportunities for the business. I look forward to working with the talented Wendy’s team and franchisees to drive future growth and success.”

Mr. Peltz continued, “On behalf of the Board, I would like to thank Todd for his tremendous contributions to Wendy’s over the years. Through his leadership, Wendy’s has driven strong growth in sales, earnings and new restaurant counts, forging an industry-leading partnership with the franchise community and a robust digital business. We wish him nothing but the best in his next chapter.”

“I am grateful to the Wendy’s team for their dedication and am immensely proud of all we have achieved together,” said Mr. Penegor. “I’m confident the Company is in highly capable hands with Kirk at the helm. My Wendy’s roots run deep, and while the time is right for me to move on as an executive of this great organization, I will forever be a supporter as a loyal customer.”

Wendy’s Reaffirms Previously Provided FY 2023 Outlook

Wendy’s continues to expect its full year 2023 results to fall within the outlook ranges provided in its third quarter earnings release issued on November 2, 2023. The Company will release its fourth quarter and full year 2023 results and share its 2024 and long-term financial outlook on February 15, 2024.

Forward-Looking Statements

This release contains certain statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Generally, forward-looking statements include the words “may,” “believes,” “plans,” “expects,” “anticipates,” “intends,” “estimate,” “goal,” “upcoming,” “outlook,” “guidance” or the negation thereof, or similar expressions. In addition, all statements that address future operating, financial or business performance, strategies or initiatives, future efficiencies or savings, anticipated costs or charges, future capitalization, anticipated impacts of recent or pending investments or transactions and statements expressing general views about future results or brand health are forward-looking statements within the meaning of the Reform Act. Forward-looking statements are based on the Company’s expectations at the time such statements are made, speak only as of the dates they are made and are susceptible to a number of risks, uncertainties and other factors. For all such forward-looking statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Reform Act. The Company’s actual results, performance and achievements may differ materially from any future results, performance or achievements expressed or implied by the Company’s forward-looking statements.

Many important factors could affect the Company’s future results and cause those results to differ materially from those expressed in or implied by the Company’s forward-looking statements. Such factors include, but are not limited to, the following: (1) the impact of competition or poor customer experiences at Wendy’s restaurants; (2) adverse economic conditions or disruptions, including in regions with a high concentration of Wendy’s restaurants; (3) changes in discretionary consumer spending and consumer tastes and preferences; (4) the disruption to the Company’s business from the COVID-19 pandemic and the impact of the pandemic on the Company’s results of operations, financial condition and prospects; (5) impacts to the Company’s corporate reputation or the value and perception of the Company’s brand; (6) the effectiveness of the Company’s marketing and advertising programs and new product development; (7) the Company’s ability to manage the accelerated impact of social media; (8) the Company’s ability to protect its intellectual property; (9) food safety events or health concerns involving the Company’s products; (10) our ability to deliver accelerated global sales growth and achieve or maintain market share across our dayparts; (11) the Company’s ability to achieve its growth strategy through new restaurant development and its Image Activation program; (12) the Company’s ability to effectively manage the acquisition and disposition of restaurants or successfully implement other strategic initiatives; (13) risks associated with leasing and owning significant amounts of real estate, including environmental matters; (14) risks associated with the Company’s international operations, including the ability to execute its international growth strategy; (15) changes in commodity and other operating costs; (16) shortages or interruptions in the supply or distribution of the Company’s products and other risks associated with the Company’s independent supply chain purchasing co-op; (17) the impact of increased labor costs or labor shortages; (18) the continued succession and retention of key personnel and the effectiveness of the Company’s leadership and organizational structure; (19) risks associated with the Company’s digital commerce strategy, platforms and technologies, including its ability to adapt to changes in industry trends and consumer preferences; (20) the Company’s dependence on computer systems and information

technology, including risks associated with the failure or interruption of its systems or technology or the occurrence of cyber incidents or deficiencies; (21) risks associated with the Company’s securitized financing facility and other debt agreements, including compliance with operational and financial covenants, restrictions on its ability to raise additional capital, the impact of its overall debt levels and the Company’s ability to generate sufficient cash flow to meet its debt service obligations and operate its business; (22) risks associated with the Company’s capital allocation policy, including the amount and timing of equity and debt repurchases and dividend payments; (23) risks associated with complaints and litigation, compliance with legal and regulatory requirements and an increased focus on environmental, social and governance issues; (24) risks associated with the availability and cost of insurance, changes in accounting standards, the recognition of impairment or other charges, changes in tax rates or tax laws and fluctuations in foreign currency exchange rates; (25) conditions beyond the Company’s control, such as adverse weather conditions, natural disasters, hostilities, social unrest, health epidemics or pandemics or other catastrophic events; (26) risks associated with the Company’s organizational redesign; and (27) other risks and uncertainties cited in the Company’s releases, public statements and/or filings with the Securities and Exchange Commission, including those identified in the “Risk Factors” sections of the Company’s Forms 10-K and 10-Q.

In addition to the factors described above, there are risks associated with the Company’s predominantly franchised business model that could impact its results, performance and achievements. Such risks include the Company’s ability to identify, attract and retain experienced and qualified franchisees, the Company’s ability to effectively manage the transfer of restaurants between and among franchisees, the business and financial health of franchisees, the ability of franchisees to meet their royalty, advertising, development, reimaging and other commitments, participation by franchisees in brand strategies and the fact that franchisees are independent third parties that own, operate and are responsible for overseeing the operations of their restaurants. The Company’s predominantly franchised business model may also impact the ability of the Wendy’s system to effectively respond and adapt to market changes.

All future written and oral forward-looking statements attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. New risks and uncertainties arise from time to time, and factors that the Company currently deems immaterial may become material, and it is impossible for the Company to predict these events or how they may affect the Company.

The Company assumes no obligation to update any forward-looking statements after the date of this release as a result of new information, future events or developments, except as required by federal securities laws, although the Company may do so from time to time. The Company does not endorse any projections regarding future performance that may be made by third parties.

About Wendy’s

Wendy’s^® was founded in 1969 by Dave Thomas in Columbus, Ohio. Dave built his business on the premise, “Quality is our Recipe^®,” which remains the guidepost of the Wendy’s system. Wendy’s is best known for its made-to-order square hamburgers, using fresh, never frozen beef*, freshly-prepared salads, and other signature items like chili, baked potatoes and the Frosty^® dessert. The Wendy’s Company (Nasdaq: WEN) is committed to doing the right thing and making a positive difference in the lives of others. This is most visible through the Company’s support of the Dave Thomas Foundation for Adoption^® and its signature Wendy’s Wonderful Kids^® program, which seeks to find a loving, forever home for every child waiting to be adopted from the North American foster care system. Today, Wendy’s and its franchisees employ hundreds of thousands of people across over 7,000 restaurants worldwide with a vision of becoming the world’s most thriving and beloved restaurant brand. For details on franchising, connect with us at www.wendys.com/franchising.

Visit www.wendys.com and www.squaredealblog.com for more information and connect with us on X and Instagram using @wendys, and on Facebook at www.facebook.com/wendys.

* Fresh beef available in the contiguous U.S., Alaska, and Canada.

Media Contact:

Heidi Schauer

Vice President – Communications, Public Affairs & Customer Care

(614) 764-3368; heidi.schauer@wendys.com

Investor Contact:

Kelsey Freed

Director - Investor Relations

(614) 764-3345; kelsey.freed@wendys.com