|
Nine (9) Company nominees:
|
| |
Carl T. Berquist
Jody L. Bilney Gilbert R. Dávila Meg G. Crofton John Garratt Cheryl Henry Julie Masino Gisel Ruiz Darryl L. “Chip” Wade |
|
|
One (1) Recommended Biglari nominee:
|
| | Michael W. Goodwin | |
| |
*IMPORTANT NOTICE REGARDING PROCEDURES FOR THE
ANNUAL MEETING: There is no physical location for the Annual Meeting, and shareholders may only attend the Annual Meeting virtually via webcast at www.cesonlineservices.com/cbrl24_vm. Shareholders will be able to attend the Annual Meeting and vote during the meeting via a live audio webcast by visiting www.cesonlineservices.com/cbrl24_vm and following the instructions below. |
| |
| |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON NOVEMBER 21, 2024: This Proxy Statement, the form of WHITE proxy card and the Annual Report on Form 10-K for the year ended August 2, 2024 are available free of charge at: www.CrackerBarrelShareholders.com |
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Name of Committee and Members
|
| |
Functions of the Committee
|
| |
Number
of Meetings in 2024 |
|
AUDIT:
John Garratt, Chair*
Carl T. Berquist Jody L. Bilney Gisel Ruiz Darryl L. (“Chip”) Wade
* Mr. Garratt joined this Committee in 2024.
|
| |
•
Acts as liaison between our Board of Directors and independent auditors
•
Reviews and approves the appointment, performance, independence and compensation of independent auditors
•
Has authority to hire, terminate and approve payments to the independent registered public accounting firm and other committee advisors
•
Is responsible for developing procedures to receive information and address complaints regarding our accounting, internal accounting controls or auditing matters
•
Reviews internal accounting controls and systems, including internal audit plan
•
Reviews results of the internal audit plan, the annual audit and related financial reports
•
Reviews quarterly earnings press releases and related financial reports
•
Reviews our significant accounting policies and any changes to those policies
•
Reviews policies and practices with respect to risk assessment and risk management, including assisting our Board of Directors in fulfilling its oversight responsibility in respect of the Company’s overall enterprise risk
|
| |
7
|
|
Name of Committee and Members
|
| |
Functions of the Committee
|
| |
Number
of Meetings in 2024 |
|
| | |
management program, including with respect to cybersecurity and technology risks
•
Reviews and pre-approves directors’ and officers’ related-party transactions and annually reviews ongoing arrangements with related parties and potential conflicts of interest
•
Reviews the appointment, performance and termination or replacement of the senior internal audit executive
•
Determines financial expertise and continuing education requirements of members of the committee
|
| | | |
COMPENSATION:
Gilbert R. Dávila, Chair
Thomas H. Barr† Meg G. Crofton John Garratt* Cheryl Henry*
† Mr. Barr is not standing for re-election to the Board of Directors at the Annual Meeting.
* Mr. Garratt and Ms. Henry joined this Committee in 2024.
|
| |
•
Reviews management performance, particularly with respect to annual financial goals
•
Administers compensation plans and reviews and approves salaries, bonuses and equity compensation grants of executive officers, excluding the Chief Executive Officer for whom the committee makes a recommendation to the independent members of our Board of Directors for their approval
•
Monitors compliance of directors and officers with our stock ownership guidelines
•
Evaluates the risk(s) associated with our compensation programs
•
Selects and engages independent compensation consultants and other committee advisors
•
Leads the Company’s succession planning efforts with respect to the Chief Executive Officer position and reports to our Board of Directors on that issue
|
| |
7
|
|
NOMINATING AND CORPORATE GOVERNANCE:
Meg G. Crofton, Chair
Thomas H. Barr† Carl T. Berquist Gisel Ruiz
† Mr. Barr is not standing for re-election to the Board of Directors at the Annual Meeting.
|
| |
•
Identifies and recruits qualified candidates to fill positions on our Board of Directors
•
Considers nominees to our Board of Directors recommended by shareholders in accordance with the nomination procedures set forth in our bylaws
•
Reviews corporate governance policies and makes recommendations to our Board of Directors
•
Reviews and recommends the composition of the committees of our Board of Directors
•
Oversees annual performance review of our Board of Directors and the committees thereof
•
Oversees, on behalf of our Board of Directors, director succession planning and reports to our Board of Directors on that issue
|
| |
4
|
|
Name of Committee and Members
|
| |
Functions of the Committee
|
| |
Number
of Meetings in 2024 |
|
PUBLIC RESPONSIBILITY:
Darryl L. (“Chip”) Wade, Chair
Jody L. Bilney Gilbert R. Dávila Cheryl Henry*
* Ms. Henry joined this Committee in 2024.
|
| |
•
Assists our Board of Directors in fulfilling its oversight responsibility for those portions of the Company’s overall enterprise risk management program relating to potential threats to the Company’s brand
•
Analyzes public policy trends and makes recommendations to our Board of Directors regarding how the Company can anticipate and adjust to these trends
•
Assist our Board of Directors in identifying, evaluating and monitoring social, political, legislative and environmental trends, issues and concerns
•
Annually reviews the policies, procedures and expenditures for the Company’s political activities, including political contributions and direct and indirect lobbying
•
Assist our Board of Directors in overseeing the Company’s environmental and other sustainability policies and programs and their impact on the Company’s business strategy
•
Reviews the Company’s progress in its diversity and inclusion initiatives and compliance with the Company’s responsibilities as an equal opportunity employer
•
Reviews the Company’s human and workplace rights policies
•
Reviews and recommends procedures concerning the transmission of the Company’s positions on public policy and social issues via digital media outlets
•
Reviews any shareholder proposals that deal with public policy issues and makes recommendations to our Board of Directors regarding the Company’s response to such proposals
|
| |
3
|
|
EXECUTIVE:
Carl T. Berquist, Chair
Meg G. Crofton Julie Masino*
* Ms. Masino and our former President, Chief Executive Officer and Executive Chair Sandra Cochran each served on this Committee during a portion of 2024.
|
| |
•
Meets at the call of the Chief Executive Officer or Chairperson of our Board of Directors
•
Meets when the timing of certain actions makes it appropriate to convene the committee rather than the entire Board of Directors
•
May carry out all functions and powers of our Board of Directors, subject to certain exceptions under applicable law
•
Advises senior management regarding actions contemplated by the Company whenever it is not convenient or appropriate to convene the entire Board of Directors
|
| |
0
|
|
| | |
2023
|
| |
2024
|
| ||||||
Independent Director
|
| | | $ | 80,000 | | | | | $ | 80,000 | | |
Independent Board Chairperson*
|
| | | $ | 65,000 | | | | | $ | 65,000 | | |
Lead Independent Director*
|
| | | $ | 50,000 | | | | | $ | 50,000 | | |
Audit Committee | | | | | | | | | | | | | |
Chair
|
| | | $ | 30,000 | | | | | $ | 30,000 | | |
Member
|
| | | $ | 14,000 | | | | | $ | 14,000 | | |
Compensation Committee | | | | | | | | | | | | | |
Chair
|
| | | $ | 25,000 | | | | | $ | 25,000 | | |
Member
|
| | | $ | 12,500 | | | | | $ | 12,500 | | |
Nominating and Corporate Governance Committee | | | | | | | | | | | | | |
Chair
|
| | | $ | 17,500 | | | | | $ | 20,000 | | |
Member
|
| | | $ | 7,500 | | | | | $ | 10,000 | | |
Public Responsibility Committee | | | | | | | | | | | | | |
Chair
|
| | | $ | 17,500 | | | | | $ | 20,000 | | |
Member
|
| | | $ | 7,500 | | | | | $ | 10,000 | | |
Executive Committee
|
| | | $ | 0 | | | | | $ | 0 | | |
|
Last Year’s Say on Pay Vote
|
| |
•
Approximately 96% of the votes cast at last year’s annual meeting (excluding broker non-votes and abstentions) were in favor of our executive compensation as disclosed in our 2023 Proxy Statement.
|
|
|
Compensation Decisions for 2024
|
| |
•
Base Salary. Our current Chief Executive Officer, Ms. Masino, was hired at the outset of 2024, at which time her base salary was established, and our former Chief Executive Officer, Ms. Cochran, did not receive a base salary increase in 2024. Our Chief Financial Officer received a base salary increase of 17.6% as part of a multi-year plan to bring his compensation in line with market for his position. Our other NEOs received merit-based base salary increases of between approximately 3% and 5%.
•
Annual Bonus Plan.
•
The 2024 Annual Bonus Plan is a broad-based incentive plan that applies to more than 300 management-level employees across the Company and not just to our NEOs.
|
|
| | | |
•
The 2024 Annual Bonus Plan was a two-part program, with two separate components: Financial and Strategic.
•
The financial component of the 2024 Annual Bonus Plan, representing 50% of a participant’s target payout, was based on the Company’s achievement of adjusted operating income in 2024.
•
The strategic component of the 2024 Annual Bonus Plan, representing the remaining 50% of a participant’s target payout, was based on the Company’s achievement of various quantifiable, objective, and strategically important performance metrics in 2024, which are discussed further below.
•
The maximum payment under the 2024 Annual Bonus was capped at 175% of target. The total payout under the 2024 Annual Bonus Plan for each of our NEOs was below target.
•
LTI Program
•
The Company issued 50% of the target value of each NEO’s 2024 LTI awards in the form of performance shares, measured over a three-year performance period, and the other 50% in the form of time-based restricted shares that vest ratably in three annual installments on the grant date’s anniversary. The performance shares are capped at 200% of target and will vest, if at all, based on the Company’s achievement of certain EBITDA growth targets. The final number of performance shares that vest will be adjusted up or down, as the case may be, based on the Company’s relative total shareholder return (“TSR”) performance against the S&P MidCap 400 Index (the “Index”) over the same three-year performance period. However, if the Company’s TSR over the performance period is negative, then no positive adjustment can be made to a participant’s award, irrespective of how well the Company performs relative to the Index.
•
Executives are required to hold both performance and time-based shares granted under the 2024 LTI program for an additional year following their vesting.
•
Perquisites. We made no changes to the limited benefits/perquisites provided to NEOs in 2024.
•
Severance and CIC Agreements. There were no changes to the severance or CIC agreements between the Company and any NEO.
|
|
|
Compensation Peer Group
|
| |
We added Dave & Buster’s Entertainment, Inc. to our peer group in respect of 2024. Other than this addition, we made no changes to our peer group from 2023.
|
|
|
Continued Adherence to Existing Philosophies and Best Practices
|
| |
We continue to adhere to our core philosophies of pay-for-performance, including ensuring a majority of our NEO pay is at-risk. For 2024, approximately 83% of our current Chief Executive Officer’s pay was at-risk. An average of approximately 67% of the pay of our other NEOs was at-risk.
Core practices remain unchanged from prior years, including ensuring compensation programs do not incentivize improper risk-taking, targeting total NEO direct compensation at market median, requiring meaningful share ownership by our NEOs, and subjecting incentive compensation payments to robust recoupment and anti-hedging/anti-pledging policies.
|
|
|
•
Big Lots, Inc.
|
| |
•
Darden Restaurants, Inc.
|
| |
•
Red Robin Gourmet Burgers, Inc.
|
|
|
•
Bloomin’ Brands, Inc.
|
| |
•
Dave & Buster’s Entertainment, Inc.
|
| |
•
Tractor Supply, Inc.
|
|
|
•
Denny’s Corporation
|
| |
•
Texas Roadhouse, Inc.
|
| |
•
The Wendy’s Company
|
|
|
•
Brinker International, Inc.
|
| |
•
Dine Brands Global, Inc.
|
| |
•
Williams-Sonoma, Inc.
|
|
|
•
Cheesecake Factory, Inc.
|
| |
•
Domino’s Pizza, Inc.
|
| | | |
|
•
Chipotle Mexican Grill, Inc.
|
| |
•
Jack-in-the-Box, Inc.
|
| | | |
|
What We Do
|
| |
What We Do Not Do
|
| ||||||
|
|
| |
Deliver a majority of the target value of our long-term incentive program (as calculated at the time of grant) through performance-based awards
|
| |
|
| |
Execute employment agreements containing multi-year guaranties for salary increases, or automatic renewals (i.e., evergreen agreements) for those executive officers that have employment agreements — only our current Chief Executive Officer and former Executive Chair.
|
|
|
|
| |
Require executives to hold vested performance and time-based shares for an additional year
|
| |
|
| |
Provide material perquisites for executives
|
|
|
|
| |
Maintain robust stock ownership and retention guidelines for executives and non-executive directors
|
| |
|
| |
Offer gross-up payments to cover personal income taxes or excise taxes that pertain to executive or severance benefits
|
|
|
|
| |
Conduct annual risk assessments of our compensation programs
|
| |
|
| |
Pay dividends on unvested LTI awards
|
|
|
|
| |
Maintain robust anti-hedging, anti-pledging and recoupment (or “clawback”) policies
|
| |
|
| |
Provide special executive retirement programs
|
|
|
|
| |
Require double trigger vesting (i.e. change in control AND termination of employment) for equity acceleration
|
| | | | | | |
Pay Element
|
| |
At
Risk? |
| |
What the Pay Element Rewards
|
| |
Purpose of the Pay Element
|
| |
Decisions for 2024
|
|
Base Salary
|
| | | | | Skills, experience, competence, performance, responsibility, leadership and contribution to the Company | | | Provide fixed compensation for daily responsibilities, | | | Our Chief Executive Officer, Ms. Masino, was hired at the outset of 2024, at which time her base salary was established, and our former Chief Executive Officer, Ms. Cochran, did not receive a base salary increase in 2024. Mr. Pommells received a base salary increase of 17.6%, as part of a multi-year strategy to bring his compensation into line with market for his position. | |
Pay Element
|
| |
At
Risk? |
| |
What the Pay Element Rewards
|
| |
Purpose of the Pay Element
|
| |
Decisions for 2024
|
|
| | | | | | | | | | | | Mr. Wolfson, Ms. Daily, and Ms. Roberts received merit-based base salary increases of 3%, 4.7%, and 5.1%, respectively, as part of their annual compensation review. | |
Annual Bonus Plan
|
| |
|
| |
Annual achievement of objective performance targets.
|
| |
Focus attention on meeting annual performance targets and our near-term success, provide additional cash compensation and incentives based on our annual performance.
|
| |
As in 2022 and 2023, the 2024 Annual Bonus Plan was established as a program with two components. The first component was financial, based on the achievement of adjusted operating income, and represented 50% of an executive’s target award. The second component, representing the remaining 50% of an executive’s target award, was based on the achievement of various objective metrics which the Compensation Committee deemed strategically important.
In all events, bonus payouts were capped at 175% of target.
The Company achieved below target on the financial portion and above target on the objective metrics portion of the 2024 Annual Bonus Plan, resulting in a total payout below target.
|
|
Long-Term Performance Incentives (Performance Shares)
|
| |
|
| |
Achieving multi-year performance goals and value creation
|
| |
Focus attention on meeting longer-term performance targets and driving our long-term success, create alignment with shareholders by focusing efforts on longer-term financial goals and shareholder returns; driving management retention.
|
| |
Performance shares represent 50% of an NEO’s target award.
As in 2022 and 2023, performance shares granted in 2024 will ultimately vest, if at all, on the basis of the Company’s achievement of EBITDA growth over a three-year performance
|
|
Pay Element
|
| |
At
Risk? |
| |
What the Pay Element Rewards
|
| |
Purpose of the Pay Element
|
| |
Decisions for 2024
|
|
| | | | | | | | | | | |
period. The number of shares will be further subject to a 25% adjustment, up or down, based on the Company’s relative TSR performance against the Index.
The payout of 2024 performance shares is capped at 200% of target.
|
|
Long-Term Retention Incentive (time-based RSUs)
|
| |
|
| |
Continued service to the Company and its shareholders
|
| |
Create alignment with shareholders by focusing efforts on longer-term financial goals and shareholder returns; driving management retention.
|
| |
Time-based RSUs that ratably vest over three years on each of the first, second and third anniversaries of the grant date represent 50% of an NEO’s target award.
|
|
Health and Welfare Benefits
|
| | | | | Provide appropriate amount of safety and security for executives and their families (as applicable) in the form of medical coverage as well as death/disability benefits | | | Allow executives to focus their efforts on running the business effectively. | | | No changes from 2023. | |
NAMED EXECUTIVE OFFICER
|
| |
2023 BASE
SALARY |
| |
2024 BASE
SALARY |
| |
PERCENT
CHANGE |
| |||||||||
Julie Masino
|
| | | | N/A | | | | | $ | 1,000,000 | | | | | | N/A | | |
Sandra B. Cochran*
|
| | | $ | 1,175,000 | | | | | $ | 1,175,000 | | | | | | 0.0% | | |
Craig Pommells
|
| | | $ | 510,000 | | | | | $ | 600,000 | | | | | | 17.6% | | |
Laura A. Daily
|
| | | $ | 430,000 | | | | | $ | 450,000 | | | | | | 4.7% | | |
Donna Roberts
|
| | | $ | 390,000 | | | | | $ | 410,000 | | | | | | 5.1% | | |
Richard M. Wolfson
|
| | | $ | 500,000 | | | | | $ | 515,000 | | | | | | 3.0% | | |
Total Points
|
| |
Percent of
Target Payout |
|
Below 65
|
| | 0% | |
65
|
| |
25% of Target
|
|
85
|
| |
50% of Target
|
|
105
|
| |
75% of Target
|
|
125
|
| |
100% of Target
|
|
145
|
| |
120% of Target
|
|
165
|
| |
150% of Target
|
|
Area of Focus
|
| |
Metric Description
|
|
Human Capital Management | | |
•
Store hourly and store management turnover levels
•
Training program and field skill certification metrics
|
|
Guest Experience | | |
•
Guest experience and review metrics
|
|
Retail | | |
•
Retail inventory metrics
|
|
Health & Safety | | |
•
OSHA performance
•
Food safety audit scores
|
|
IT/Cybersecurity | | |
•
Launch or fulfillment of key IT initiatives
•
Cybersecurity metrics
|
|
New Unit Development | | |
•
Pipeline metrics for Cracker Barrel and Maple Street Biscuit Company locations
|
|
Strategic Initiatives | | |
•
Loyalty Program metrics
•
Strategic Transformation metrics
•
Cost savings metrics
•
Labor technology rollout metrics
|
|
NAMED EXECUTIVE OFFICER
|
| |
2024 BASE
SALARY |
| |
2024 BONUS
TARGET PERCENTAGE |
| |
2024 BONUS
TARGET |
| |
2024
ACTUAL BONUS |
| ||||||||||||
Julie Masino
|
| | | $ | 977,273 | | | | | | 125% | | | | | $ | 1,221,591 | | | | | $ | 1,133,270 | | |
Sandra B. Cochran*
|
| | | $ | 1,175,000 | | | | | | 160% | | | | | $ | 1,880,000 | | | | | $ | 1,744,076 | | |
Craig Pommells
|
| | | $ | 600,000 | | | | | | 85% | | | | | $ | 510,000 | | | | | $ | 473,127 | | |
Laura A. Daily
|
| | | $ | 450,000 | | | | | | 65% | | | | | $ | 292,500 | | | | | $ | 271,352 | | |
Donna Roberts
|
| | | $ | 410,000 | | | | | | 65% | | | | | $ | 266,500 | | | | | $ | 247,232 | | |
Richard M. Wolfson
|
| | | $ | 515,000 | | | | | | 75% | | | | | $ | 386,250 | | | | | $ | 358,324 | | |
NAMED EXECUTIVE OFFICER
|
| |
2024 BASE
SALARY |
| |
TARGET LTPP
PERCENTAGE |
| |
TARGET
VALUE |
| |
NO. OF SHARES
AT TARGET |
| ||||||||||||
Julie Masino
|
| | | $ | 1,000,000 | | | | | | 180% | | | | | $ | 1,800,000 | | | | | | 26,026 | | |
Sandra B. Cochran*
|
| | | $ | 1,175,000 | | | | | | 200% | | | | | $ | 2,350,000 | | | | | | 33,979 | | |
Craig Pommells
|
| | | $ | 600,000 | | | | | | 85% | | | | | $ | 510,000 | | | | | | 7,374 | | |
Laura A. Daily
|
| | | $ | 450,000 | | | | | | 50% | | | | | $ | 225,000 | | | | | | 3,253 | | |
Donna Roberts
|
| | | $ | 410,000 | | | | | | 50% | | | | | $ | 205,000 | | | | | | 2,964 | | |
Richard M. Wolfson
|
| | | $ | 515,000 | | | | | | 60% | | | | | $ | 309,000 | | | | | | 4,467 | | |
NAMED EXECUTIVE OFFICER
|
| |
2024 BASE
SALARY |
| |
TARGET RSU
PERCENTAGE |
| |
TARGET
VALUE |
| |
NO. OF SHARES
AWARDED |
| ||||||||||||
Julie Masino
|
| | | $ | 1,000,000 | | | | | | 180% | | | | | $ | 1,800,000 | | | | | | 26,026 | | |
Sandra B. Cochran*
|
| | | $ | 1,175,000 | | | | | | 200% | | | | | $ | 2,350,000 | | | | | | 33,979 | | |
Craig Pommells
|
| | | $ | 600,000 | | | | | | 85% | | | | | $ | 510,000 | | | | | | 7,374 | | |
Laura A. Daily
|
| | | $ | 450,000 | | | | | | 50% | | | | | $ | 225,000 | | | | | | 3,253 | | |
Donna Roberts
|
| | | $ | 410,000 | | | | | | 50% | | | | | $ | 205,000 | | | | | | 2,964 | | |
Richard M. Wolfson
|
| | | $ | 515,000 | | | | | | 60% | | | | | $ | 309,000 | | | | | | 4,467 | | |
|
2022
|
| |||
| Adjusted EBITDA Growth Over Prior Year | | | Payout % of Target | |
| Less than -10% | | | 0% (Threshold) | |
| 5.0% to 9.9% | | | 100% (Target) | |
| Above 20% | | | 150% (Maximum) | |
| Actual Achievement: -2.2% | | | | |
|
2023
|
| |||
| Adjusted EBITDA Growth Over Prior Year | | | Payout % of Target | |
| Less than -10% | | | 0% (Threshold) | |
| 5.0% | | | 100% (Target) | |
| 25% or above | | | 150% (Maximum) | |
| Actual Achievement: -4.9% | | | | |
|
2024
|
| |||
| Adjusted EBITDA Growth Over Prior Year | | | Payout % of Target | |
| Less than -5% | | | 0% (Threshold) | |
| 10.0% | | | 100% (Target) | |
| 20% or above | | | 150% (Maximum) | |
| Actual Achievement: -16.5% | | | | |
NAMED EXECUTIVE OFFICER
|
| |
Target Number
of 2022 LTPP Shares |
| |
Applicable Payout
Percentage of Target |
| |
Actual No. of
Shares Awarded |
| |||||||||
Sandra B. Cochran*
|
| | | | 16,816 | | | | | | 42.55% | | | | | | 7,155 | | |
Craig Pommells
|
| | | | 1,322 | | | | | | 42.55% | | | | | | 562 | | |
Laura A. Daily
|
| | | | 1,456 | | | | | | 42.55% | | | | | | 619 | | |
Donna Roberts
|
| | | | 1,252 | | | | | | 42.55% | | | | | | 532 | | |
Richard M. Wolfson
|
| | | | 2,039 | | | | | | 42.55% | | | | | | 867 | | |
Executive Officer
|
| |
Multiple of
Base Salary |
| |||
Julie Masino
|
| | | | 5X | | |
Sandra B. Cochran*
|
| | | | 5X | | |
Craig Pommells
|
| | | | 3X | | |
Laura A. Daily
|
| | | | 2X | | |
Donna Roberts
|
| | | | 2X | | |
Richard M. Wolfson
|
| | | | 2X | | |
Name and Principal Position
|
| |
Year
|
| |
Salary(1)
($) |
| |
Restricted
Stock/RSU Awards(2) ($) |
| |
Non-Equity
Incentive Plan Compensation(3) ($) |
| |
All Other
Compensation(4) ($) |
| |
Total
($) |
| ||||||||||||||||||
Julie Masino,
President and Chief Executive Officer(5) |
| | |
|
2024
|
| | | | $ | 970,863 | | | | | $ | 4,049,864 | | | | | $ | 1,133,270 | | | | | $ | 529,714 | | | | | $ | 6,683,711 | | |
Sandra B. Cochran,
Former Executive Chair, President and Chief Executive Officer(6) |
| | |
|
2024
|
| | | | $ | 1,167,468 | | | | | $ | 4,699,975 | | | | | $ | 1,744,076 | | | | | $ | 419,898 | | | | | $ | 8,031,418 | | |
| |
|
2023
|
| | | | $ | 1,175,000 | | | | | $ | 4,985,393 | | | | | $ | 1,673,200 | | | | | $ | 438,087 | | | | | $ | 8,271,679 | | | ||
| |
|
2022
|
| | | | $ | 1,175,000 | | | | | $ | 4,878,994 | | | | | $ | 445,031 | | | | | $ | 465,250 | | | | | $ | 6,964,276 | | | ||
Craig A. Pommells(7)(8)
Senior Vice President and Chief Financial Officer |
| | |
|
2024
|
| | | | $ | 596,154 | | | | | $ | 1,019,972 | | | | | $ | 473,127 | | | | | $ | 176,992 | | | | | $ | 2,266,244 | | |
| |
|
2023
|
| | | | $ | 510,000 | | | | | $ | 2,703,140 | | | | | $ | 317,730 | | | | | $ | 162,556 | | | | | $ | 3,693,427 | | | ||
| |
|
2022
|
| | | | $ | 311,269 | | | | | $ | 836,283 | | | | | $ | 61,304 | | | | | $ | 25,757 | | | | | $ | 1,234,612 | | | ||
Donna Roberts(9)
Senior Vice President, Chief Human Resources Officer |
| | |
|
2024
|
| | | | $ | 407,372 | | | | | $ | 1,409,965 | | | | | $ | 247,232 | | | | | $ | 100,485 | | | | | $ | 2,165,053 | | |
Laura A. Daily(10)(11)
Senior Vice President, Retail |
| | |
|
2024
|
| | | | $ | 447,115 | | | | | $ | 449,955 | | | | | $ | 271,352 | | | | | $ | 83,488 | | | | | $ | 1,251,910 | | |
| |
|
2023
|
| | | | $ | 430,000 | | | | | $ | 1,205,974 | | | | | $ | 248,755 | | | | | $ | 94,046 | | | | | $ | 1,978,774 | | | ||
| |
|
2022
|
| | | | $ | 407,000 | | | | | $ | 753,405 | | | | | $ | 80,158 | | | | | $ | 54,194 | | | | | $ | 1,294,757 | | | ||
Richard M. Wolfson,
Senior Vice President, General Counsel and Secretary |
| | |
|
2024
|
| | | | $ | 511,699 | | | | | $ | 617,875 | | | | | $ | 358,324 | | | | | $ | 63,079 | | | | | $ | 1,550,977 | | |
| |
|
2023
|
| | | | $ | 500,000 | | | | | $ | 636,288 | | | | | $ | 289,250 | | | | | $ | 63,083 | | | | | $ | 1,488,621 | | | ||
| |
|
2022
|
| | | | $ | 475,000 | | | | | $ | 567,698 | | | | | $ | 93,551 | | | | | $ | 66,521 | | | | | $ | 1,202,770 | | |
Name
|
| |
Year
|
| |
Aggregate Grant Date Fair
Value at Maximum Performance Level |
| ||||||
Julie Masino
|
| | | | 2024 | | | | | $ | 5,399,874 | | |
Sandra B. Cochran
|
| | | | 2024 | | | | | $ | 7,049,963 | | |
Craig A. Pommells
|
| | | | 2024 | | | | | $ | 1,529,958 | | |
Donna Roberts
|
| | | | 2024 | | | | | $ | 1,614,955 | | |
Laura A. Daily
|
| | | | 2024 | | | | | $ | 674,932 | | |
Richard M. Wolfson
|
| | | | 2024 | | | | | $ | 926,813 | | |
Name
|
| |
Year
|
| |
Life
Insurance(1) |
| |
Long-term
Disability(1) |
| |
Dividend
Equivalents on Shares of Restricted Stock(2) |
| |
Company
Match Under Non-qualified Deferred Compensation Plan |
| |
Company
Match Under 401(k) Plan |
| |
Other(3)(4)
|
| |
Total
|
| ||||||||||||||||||||||||
Julie Masino
|
| | | | 2024 | | | | | $ | 1,992 | | | | | $ | 0 | | | | | $ | 164,660 | | | | | $ | 6,404 | | | | | $ | 6,658 | | | | | $ | 350,000 | | | | | $ | 529,714 | | |
Sandra B. Cochran
|
| | | | 2024 | | | | | $ | 20,189 | | | | | $ | 1,209 | | | | | $ | 349,964 | | | | | $ | 35,098 | | | | | $ | 1,909 | | | | | $ | 11,530 | | | | | $ | 419,898 | | |
Craig A. Pommells
|
| | | | 2024 | | | | | $ | 1,992 | | | | | $ | 2,232 | | | | | $ | 157,024 | | | | | $ | 11,977 | | | | | $ | 3,766 | | | | | $ | 0 | | | | | $ | 176,992 | | |
Donna Roberts
|
| | | | 2024 | | | | | $ | 1,429 | | | | | $ | 1,525 | | | | | $ | 89,389 | | | | | $ | 4,656 | | | | | $ | 3,485 | | | | | $ | 0 | | | | | $ | 100,485 | | |
Laura A. Daily
|
| | | | 2024 | | | | | $ | 1,569 | | | | | $ | 1,674 | | | | | $ | 73,069 | | | | | $ | 829 | | | | | $ | 6,346 | | | | | $ | 0 | | | | | $ | 83,488 | | |
Richard M. Wolfson
|
| | | | 2024 | | | | | $ | 1,796 | | | | | $ | 1,916 | | | | | $ | 45,051 | | | | | $ | 8,731 | | | | | $ | 5,586 | | | | | $ | 0 | | | | | $ | 63,079 | | |
| | | | | | | | |
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1) |
| |
Estimated Future Payouts Under
Equity Incentive Plan Awards(2) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#)(3) |
| |
Grant Date
Fair Value of Stock and Option Awards(4) |
| ||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| |||||||||||||||||||||||||||||||||
Julie Masino
|
| | | | | | | | | $ | 229,048 | | | | | $ | 1,221,591 | | | | | $ | 2,137,784 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 09/21/23 | | | | | | | | | | | | | | | | | | | | | | | | 6,506 | | | | | | 26,026 | | | | | | 52,052 | | | | | | | | | | | $ | 69.16 | | | ||
| | | 09/21/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 26,026 | | | | | $ | 69.16 | | | ||
| | | 08/07/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,974 | | | | | $ | 90.46 | | | ||
Sandra B.
Cochran |
| | | | | | | | | $ | 352,500 | | | | | $ | 1,880,000 | | | | | $ | 3,290,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 09/21/23 | | | | | | | | | | | | | | | | | | | | | | | | 8,494 | | | | | | 33,979 | | | | | | 67,958 | | | | | | | | | | | $ | 69.16 | | | ||
| | | 09/21/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 33,979 | | | | | $ | 69.16 | | | ||
Craig A.
Pommells |
| | | | | | | | | $ | 95,625 | | | | | $ | 510,000 | | | | | $ | 892,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 09/21/23 | | | | | | | | | | | | | | | | | | | | | | | | 1,843 | | | | | | 7,374 | | | | | | 14,748 | | | | | | | | | | | $ | 69.16 | | | ||
| | | 09/21/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,374 | | | | | $ | 69.16 | | | ||
Donna Roberts
|
| | | | | | | | | $ | 49,969 | | | | | $ | 266,500 | | | | | $ | 466,375 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 09/21/23 | | | | | | | | | | | | | | | | | | | | | | | | 741 | | | | | | 2,964 | | | | | | 5,928 | | | | | | | | | | | $ | 69.16 | | | ||
| | | 09/21/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,964 | | | | | $ | 69.16 | | | ||
| | | 09/21/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,459 | | | | | $ | 69.16 | | | ||
Laura A. Daily
|
| | | | | | | | | $ | 54,844 | | | | | $ | 292,500 | | | | | $ | 511,875 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 09/21/23 | | | | | | | | | | | | | | | | | | | | | | | | 813 | | | | | | 3,253 | | | | | | 6,506 | | | | | | | | | | | $ | 69.16 | | | ||
| | | 09/21/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,253 | | | | | $ | 69.16 | | | ||
Richard M.
Wolfson |
| | | | | | | | | $ | 72,422 | | | | | $ | 386,250 | | | | | $ | 675,938 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 09/21/23 | | | | | | | | | | | | | | | | | | | | | | | | 1,116 | | | | | | 4,467 | | | | | | 8,934 | | | | | | | | | | | $ | 69.16 | | | ||
| | | 09/21/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,467 | | | | | $ | 69.16 | | |
| | |
Option Awards
|
| |
Stock Awards
|
| |||||||||||||||||||||||||||||||||
Name
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number
Of Shares Or Units Of Stock That Have Not Vested (#) |
| |
Market
Value Of Shares Of Stock That Have Not Vested ($)(13) |
| |
Equity
Incentive Plan Awards: Number Of Unearned Shares, Units Or Other Rights That Have Not Vested (#) |
| |
Equity
Incentive Plan Awards: Market Or Payout Value Of Unearned Shares, Units Or Other Rights That Have Not Vested ($)(13) |
| ||||||||||||
Julie Masino
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 26,026(1) | | | | | $ | 1,094,133 | | |
| | | | | | | | | | | | | | | | | | 26,026(2) | | | | | $ | 1,094,133 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | 4,974(7) | | | | | $ | 209,107 | | | | | | | | | | | | | | | ||
Sandra B. Cochran
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 33,979(1) | | | | | $ | 1,428,477 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,140(2) | | | | | $ | 1,014,846 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,816(3) | | | | | $ | 706,945 | | | ||
| | | | | | | | | | | | | | | | | | 5,605(4) | | | | | $ | 235,634 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | 16,093(5) | | | | | $ | 676,550 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | 33,979(6) | | | | | $ | 1,428,477 | | | | | | | | | | | | | | | ||
Craig A. Pommells
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,374(1) | | | | | $ | 310,003 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,405(2) | | | | | $ | 143,146 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,322(3) | | | | | $ | 55,577 | | | ||
| | | | | | | | | | | | | | | | | | 441(4) | | | | | $ | 18,540 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | 2,270(5) | | | | | $ | 95,431 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | 7,374(6) | | | | | $ | 310,003 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | 3,929(8) | | | | | $ | 165,175 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | 19,368(9) | | | | | $ | 814,231 | | | | | | | | | | | | | | | ||
Donna Roberts
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,964(1) | | | | | $ | 124,607 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,003(2) | | | | | $ | 84,206 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,252(3) | | | | | $ | 52,634 | | | ||
| | | | | | | | | | | | | | | | | | 417(4) | | | | | $ | 17,531 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | 1,335(5) | | | | | $ | 56,123 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | 2,964(6) | | | | | $ | 124,607 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | 14,459(10) | | | | | $ | 607,856 | | | | | | | | | | | | | | | ||
Laura A. Daily
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,253(1) | | | | | $ | 136,756 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,208(2) | | | | | $ | 92,824 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,456(3) | | | | | $ | 61,210 | | | ||
| | | | | | | | | | | | | | | | | | 485(4) | | | | | $ | 20,389 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | 1,472(5) | | | | | $ | 61,883 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | 3,253(6) | | | | | $ | 136,756 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | 2,500(11) | | | | | $ | 105,100 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | 7,263(12) | | | | | $ | 305,337 | | | | | | | | | | | | | | | ||
Richard M. Wolfson
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,467(1) | | | | | $ | 187,793 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,081(2) | | | | | $ | 129,525 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,039(3) | | | | | $ | 85,720 | | | ||
| | | | | | | | | | | | | | | | | | 680(4) | | | | | $ | 28,587 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | 2,054(5) | | | | | $ | 86,350 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | 4,467(6) | | | | | $ | 187,793 | | | | | | | | | | | | | | |
| | |
Stock Awards
|
| |||||||||
Name
|
| |
Number of Shares
Acquired On Vesting (#) |
| |
Value
Realized on Vesting ($)(1) |
| ||||||
Julie Masino
|
| | | | 0 | | | | |
$
|
0
|
| |
Sandra B. Cochran
|
| | | | 37,915 | | | | |
$
|
3,654,547
|
| |
Craig A. Pommells
|
| | | | 441 | | | | |
$
|
40,828
|
| |
Donna Roberts
|
| | | | 1,640 | | | | |
$
|
158,621
|
| |