Cracker Barrel Old Country Store, Inc.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.    )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12
Cracker Barrel Old Country Store, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Dear Shareholder:
We have enclosed with this letter the proxy statement for our 2024 Annual Meeting (the “Annual Meeting”) of shareholders of Cracker Barrel Old Country Store, Inc. (“Cracker Barrel” or the “Company”).
This year’s Annual Meeting will be held on Thursday, November 21, 2024, at 10:00 am Central Time via a live webcast, at www.cesonlineservices.com/cbrl24_vm. To participate in the Annual Meeting, you must pre-register at www.cesonlineservices.com/cbrl24_vm by 10:00 a.m., Central Time, on November 20, 2024.
At the Annual Meeting, you will have an opportunity to vote on the following proposals: (1) to elect ten directors; (2) to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the accompanying proxy statement; (3) to approve the Company’s shareholder rights agreement, which was adopted by our Board of Directors on February 22, 2024 and effective as of February 27, 2024; (4) to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for our 2025 fiscal year; and (5) to vote on a shareholder proposal, if properly presented at the Annual Meeting.
Your vote will be especially important at the Annual Meeting. As you may be aware, certain entities affiliated with Sardar Biglari (collectively, “Biglari”) have again proposed alternative director nominees for election at the Annual Meeting. After careful consideration, our Board of Directors has determined to endorse Michael W. Goodwin from among Biglari’s nominees. Our Board of Directors does NOT endorse the election of Biglari’s other nominees, as more fully outlined in the accompanying proxy statement. Our Board is recommending ONLY the following ten (10) nominees:
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
We strongly urge you to read the accompanying proxy statement carefully and vote (i) FOR ONLY the ten (10) nominees above who have been recommended by our Board of Directors and (ii) in accordance with our Board of Directors’ recommendations on the other proposals by using the enclosed WHITE proxy card. PLEASE DO NOT VOTE FOR THE OPPOSED BIGLARI NOMINEES, MILENA ALBERTI-PEREZ OR SARDAR BIGLARI, OR RETURN A GOLD PROXY CARD FROM BIGLARI, EVEN IF YOU VOTE “WITHHOLD” ON THE OPPOSED BIGLARI NOMINEES. You can best support our Board of Directors’ recommendations by following the instructions on the WHITE proxy card to vote FOR ONLY our Board of Directors’ recommended nominees and in accordance with our Board of Directors’ recommendations by telephone, by Internet or by signing, dating and returning the WHITE proxy card in the postage-paid envelope provided. Only your last-dated proxy will count — any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying proxy statement.
PLEASE NOTE THAT THIS YEAR, YOUR WHITE PROXY CARD LOOKS DIFFERENT FROM IN YEARS PAST. THE SECURITIES AND EXCHANGE COMMISSION RECENTLY ADOPTED PROXY RULES THAT REQUIRE THE COMPANY’S WHITE PROXY CARD TO LIST
 

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NOT ONLY OUR BOARD OF DIRECTORS’ NINE (9) NOMINEES BUT ALSO THE THREE (3) BIGLARI NOMINEES. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ONLY THE ELECTION OF EACH OF THE BOARD’S TEN (10) RECOMMENDED NOMINEES (CONSISTING OF THE NINE (9) COMPANY NOMINEES AND THE RECOMMENDED BIGLARI NOMINEE, MICHAEL W. GOODWIN) AND “FOR” PROPOSALS 2, 3 AND 4 AND RECOMMENDS A VOTE TO “WITHHOLD” ON THE OPPOSED BIGLARI NOMINEES, MILENA ALBERTI-PEREZ AND SARDAR BIGLARI, AND “AGAINST” PROPOSAL 5, IN EACH CASE USING THE ENCLOSED WHITE PROXY CARD.
It is important that your shares be represented at the Annual Meeting. We urge you to promptly vote your WHITE proxy FOR ONLY our Board of Directors’ recommended nominees and recommendations on the other proposals in one of the following ways:
1.
By the internet, you can vote by the Internet by following the instructions on the enclosed WHITE proxy card or WHITE voting instruction form.
2.
By telephone, you can vote by telephone by following the instructions on the WHITE proxy card or WHITE voting instruction form.
3.
By mail, you can vote by mail by signing and dating the enclosed WHITE proxy card or WHITE voting instruction form and returning it in the postage-paid envelope provided with this proxy statement.
4.
By attending virtually and voting electronically during the virtual Annual Meeting at www.cesonlineservices.com/cbrl24_vm.
Please note that if you hold your shares as a beneficial owner through a bank or broker and you do not indicate on your proxy card your preferences with respect to any given proposal, your bank or broker will not be permitted to vote on your behalf on such proposal.
Sincerely,
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Julie Masino
President and Chief Executive Officer
October 9, 2024
 

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305 Hartmann Drive
Lebanon, Tennessee 37087
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DATE OF MEETING:
November 21, 2024*
TIME OF MEETING:
10:00 a.m. Central Time*
PLACE OF MEETING:
Webcast at www.cesonlineservices.com/cbrl24_vm. There is no physical location for the Annual Meeting. You may only attend the Annual Meeting virtually.
ITEMS OF BUSINESS:
(1)
to elect ten (10) directors;
(2)
to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement that accompanies this notice;
(3)
to approve the Company’s shareholder rights agreement, which was adopted by our Board of Directors on February 22, 2024 and effective as of February 27, 2024;
(4)
to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2025 fiscal year;
(5)
to vote on a shareholder proposal, if properly presented at the Annual Meeting; and
(6)
to conduct other business properly brought before the Annual Meeting.
WHO MAY VOTE/RECORD DATE:
You may vote if you were a shareholder at the close of business on September 27, 2024.
DATE OF MAILING
This proxy statement and the form of proxy are first being mailed or provided to shareholders on or about October 9, 2024.
*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.
YOUR VOTE IS IMPORTANT.   Whether or not you plan to virtually attend the Annual Meeting, please take a few minutes now to vote by Internet or by telephone by following the instructions on the WHITE proxy card, or to sign, date and return the enclosed WHITE proxy card in the enclosed postage-paid envelope provided. If you are a beneficial owner or you hold your shares in “street name,” please follow the voting instructions provided by your bank, broker or other nominee. Regardless of the number of Company shares you own, your presence by proxy is helpful to establish a quorum and your vote is important.
Please note that certain entities affiliated with Sardar Biglari (collectively, “Biglari”) have again nominated alternative director candidates. After careful consideration, our Board of Directors has determined to endorse Michael W. Goodwin from among Biglari’s nominees. Our Board of Directors does NOT endorse the election of Biglari’s other nominees. You may receive proxy solicitation materials from Biglari, including
 

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its proxy statements and proxy cards. We are not responsible for the accuracy of any information provided by or relating to Biglari or its nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Biglari or any other statements that Biglari may otherwise make.
PLEASE NOTE THAT THIS YEAR, YOUR WHITE PROXY CARD LOOKS DIFFERENT FROM IN YEARS PAST. THE SECURITIES AND EXCHANGE COMMISSION RECENTLY ADOPTED PROXY RULES THAT REQUIRE THE COMPANY’S WHITE PROXY CARD TO LIST NOT ONLY OUR BOARD OF DIRECTORS’ NOMINEES BUT ALSO THE BIGLARI NOMINEES. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ONLY THE ELECTION OF EACH OF THE BOARD’S TEN (10) RECOMMENDED NOMINEES (CONSISTING OF THE NINE (9) COMPANY NOMINEES AND THE RECOMMENDED BIGLARI NOMINEE, MICHAEL W. GOODWIN) AND “FOR” PROPOSALS 2, 3 AND 4, AND RECOMMENDS A VOTE TO “WITHHOLD” ON THE OPPOSED BIGLARI NOMINEES, MILENA ALBERTI-PEREZ AND SARDAR BIGLARI, AND “AGAINST” PROPOSAL 5, IN EACH CASE USING THE ENCLOSED WHITE PROXY CARD.
If you have previously signed a proxy card indicating a vote for any nominees other than the Board of Directors’ recommended nominees, our Board of Directors encourages you to exercise your right to change your vote by Internet, by telephone or by following the instructions to vote FOR ONLY our Board of Directors’ recommended nominees on the WHITE proxy card, or by signing, dating and returning the enclosed WHITE proxy card to vote FOR ONLY our Board of Directors’ recommended nominees in the postage-paid envelope provided. Only the latest dated proxy card you vote will be counted. If you are a beneficial owner or you hold your shares in “street name,” please follow the voting instructions provided by your bank, broker or other nominee to change your vote. PLEASE DO NOT VOTE FOR ANY NOMINEES OTHER THAN THE BOARD’S TEN (10) RECOMMENDED NOMINEES OR RETURN A GOLD PROXY CARD FROM BIGLARI, EVEN IF YOU VOTE “WITHHOLD” ON THE OPPOSED BIGLARI DIRECTOR NOMINEES.
By Order of our Board of Directors,
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Richard M. Wolfson
Secretary
Lebanon, Tennessee
October 9, 2024
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
If you have any questions or require any assistance with voting your shares, please call the Company’s proxy solicitor:
OKAPI PARTNERS LLC
1212 Avenue of the Americas, 17th Floor
New York, NY 10036
Banks and Brokerage Firms, Please Call: (212) 297-0720
Shareholders and All Others Call Toll-Free: (855) 208-8902
Email: info@okapipartners.com
 

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CRACKER BARREL OLD COUNTRY STORE, INC.
305 Hartmann Drive
Lebanon, Tennessee 37087
Telephone: (615) 444-5533
PROXY STATEMENT FOR 2024 ANNUAL MEETING OF SHAREHOLDERS
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GENERAL INFORMATION
What is this document?
This document is the proxy statement of Cracker Barrel Old Country Store, Inc. that is being furnished to shareholders in connection with our Annual Meeting of Shareholders to be held on Thursday, November 21, 2024 (the “Annual Meeting”). A form of WHITE proxy card also is being furnished with this document.
We have tried to make this document simple and easy to understand. The Securities and Exchange Commission (the “SEC”) encourages companies to use “plain English,” and we will always try to communicate with you clearly and effectively. We will refer to Cracker Barrel Old Country Store, Inc. throughout this proxy statement as “we,” “us,” the “Company” or “Cracker Barrel.” Unless clearly indicated otherwise, all references to a particular year or quarter in this proxy statement refer to our fiscal year or quarter.
Why am I receiving a proxy statement?
You are receiving this document because you were one of our shareholders at the close of business on September 27, 2024, the record date for the Annual Meeting. We are sending this proxy statement and the form of WHITE proxy card to you in order to solicit your proxy (i.e., your permission) to vote your shares of Cracker Barrel stock upon certain matters at the Annual Meeting. We are required by law to convene an Annual Meeting of our shareholders at which directors are elected. United States federal securities laws require us to send you this proxy statement and specify the information required to be contained in it.
What does it mean if I receive more than one proxy statement or WHITE proxy card?
If you receive multiple proxy statements or WHITE proxy cards, this may mean that you have more than one account with brokers or our transfer agent. Please vote ALL of your shares. We also recommend that you contact your broker and our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is Equiniti Trust Company (“Equiniti”). You can contact Equiniti by calling (800) 937-5449.
Since Biglari has again nominated alternative director candidates and commenced a proxy contest, we will likely conduct multiple mailings prior to the Annual Meeting date to ensure shareholders have our latest proxy information and materials to vote. We will send you a new WHITE proxy card with each mailing, regardless of whether you have previously voted. The latest dated proxy you submit will be counted, and, IF YOU WISH TO VOTE AS RECOMMENDED BY OUR BOARD OF DIRECTORS THEN YOU SHOULD ONLY SELECT THE TEN (10) DIRECTOR NOMINEES RECOMMENDED BY OUR BOARD OF DIRECTORS (CONSISTING OF THE NINE (9) COMPANY NOMINEES AND THE RECOMMENDED BIGLARI NOMINEE, MICHAEL W. GOODWIN) ON THE WHITE PROXY CARD.
What information is available on the Internet?
This proxy statement, our Annual Report on Form 10-K and other financial documents are available free of charge at the SEC’s website, www.sec.gov. Our proxy statement and annual report to shareholders are available at the website, www.CrackerBarrelShareholders.com.
Are you “householding” for shareholders sharing the same address?
Yes. The SEC’s rules regarding the delivery of proxy materials to shareholders permit us to deliver a single copy of these documents to an address shared by two or more of our shareholders. This method of delivery is called “householding,” and it can significantly reduce our printing and mailing costs. It also reduces the volume of mail you receive. This year, we are delivering only one set of proxy materials to multiple shareholders sharing an address, unless we receive instructions to the contrary from one or more of the shareholders. We will still be required, however, to send you and each other Cracker Barrel shareholder at your address an individual WHITE proxy voting card. If you would like to receive more than one set of proxy materials, we will promptly send you additional copies upon written or oral request directed to our transfer
 
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agent, Equiniti, toll free at (800) 937-5449, or write to our Corporate Secretary at Cracker Barrel Old Country Store, Inc., 305 Hartmann Drive, Lebanon, Tennessee 37087. The same phone number and address may be used to notify us that you wish to receive a separate set of proxy materials in the future, or to request delivery of a single copy of our proxy materials if you are receiving multiple copies.
Is there any other information that I should be receiving?
Yes. Enclosed herewith is a copy of our 2024 annual report to shareholders (which includes our Annual Report on Form 10-K), which contains financial and other information about the Company and our most recently completed fiscal year, which ended August 2, 2024. References in this document to a year (e.g., “2024”), unless the context clearly requires otherwise, mean and will be deemed a reference to our fiscal year that ended on the Friday closest to July 31 of that year.
Who pays for the Company’s solicitation of proxies?
We will pay for the entire cost of soliciting proxies on behalf of the Company. We will also reimburse brokerage firms, banks and other agents for the cost of forwarding the Company’s proxy materials to beneficial owners. In addition, directors and executive officers named in Appendix A and investor relations employees of the Company may solicit proxies in person, by mail, by telephone, via the Internet, press releases or advertisements within the normal conduct of their duties. Directors, executive officers and investor relations employees of the Company will not be paid any additional compensation for soliciting proxies. Okapi Partners LLC (“Okapi”), our proxy solicitor, will be paid a fee, estimated to be up to $250,000, for rendering solicitation services.
Okapi expects that approximately 50 of its employees will assist in the solicitation. Okapi will solicit proxies by personal interview, mail, telephone, facsimile or email. Okapi will also ask brokerage houses and other custodians and nominees whether other persons are beneficial owners of our common stock.
Our aggregate expenses, including those of Okapi, related to our solicitation of proxies in excess of those normally spent for an Annual Meeting as a result of the proxy contest initiated by Biglari, and excluding salaries and wages of our regular employees, are expected to be approximately $8 million, of which the Company estimates it has incurred approximately $500,000 to date. Appendix A sets forth information relating to our current directors, director nominees and executive officers who are considered “participants” in our solicitation under the rules of the SEC by reason of their position as directors, director nominees or executive officers of the Company, respectively, or because they may be soliciting proxies on our behalf.
An independent inspector of election will receive and tabulate the proxies and certify the results.
Who may attend the virtual Annual Meeting?
The Annual Meeting is open to all of our shareholders who are shareholders of record as of September 27, 2024.
How can I attend the virtual Annual Meeting?
In order to attend, you (or your authorized representative) must register in advance at www.cesonlineservices.com/cbrl24_vm prior to the deadline of November 20, 2024 at 10:00 a.m. Central Time.
Registering to Attend the Annual Meeting — Shareholders of Record.   If you were a shareholder of record as of the close of business on the record date, you may register to attend the Annual Meeting by accessing www.cesonlineservices.com/cbrl24_vm. Please have your WHITE proxy card containing your control number available and follow the instructions to complete your registration request. After registering, you will receive a confirmation email with a link and instructions for accessing the Annual Meeting. Please verify that you have received the confirmation email in advance of the Annual Meeting, including the possibility that it may be in your spam or junk folder. Requests to register to participate in the Annual Meeting must be received no later than 10:00 a.m. Central Time on Wednesday, November 20, 2024.
If you do not have your WHITE proxy card, you may still register to attend the Annual Meeting by accessing www.cesonlineservices.com/cbrl24_vm, but you will need to provide proof of ownership of shares
 
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of our common stock as of the record date during the registration process. Such proof of ownership may include a copy of your proxy card received either from the Company or Biglari or a statement showing your ownership as of the record date.
Registering to Attend the Annual Meeting — Beneficial Owners.   If you were the beneficial owner of shares (that is, you held your shares in street name through an intermediary such as a broker, bank or other nominee) as of the record date, you may register to attend the Annual Meeting by accessing www.cesonlineservices.com/cbrl24_vm and providing evidence during the registration process that you beneficially owned shares of our common stock as of the record date, which may consist of a copy of the voting instruction form provided by your broker, bank or other nominee, an account statement or a letter or legal proxy from such broker, bank or other nominee.
After registering, you will receive a confirmation email prior to the Annual Meeting with a link and instructions for entering the virtual Annual Meeting.
Although the meeting webcast will begin at 10:00 a.m. Central Time on November 21, 2024, we encourage you to access the meeting site prior to the start time to allow ample time to log into the meeting webcast and test your computer system. Accordingly, the Annual Meeting site will first be accessible to registered shareholders beginning at 9:30 a.m. Central Time on November 21, 2024, the day of the meeting.
Whether or not you plan to attend the Annual Meeting, we urge you to sign, date and return the enclosed WHITE proxy card in the postage-paid envelope provided, or vote via the Internet or by telephone, as instructed on the WHITE proxy card. Additional information and our proxy materials can also be found at www.CrackerBarrelShareholders.com. If you have any difficulty following the registration process, please email our proxy solicitor at info@okapipartners.com.
What if I have technical or other “IT” problems logging into or participating in the Annual Meeting webcast?
All shareholders who register to attend the Annual Meeting will receive an email prior to the Annual Meeting containing the contact details of technical support in the event they encounter difficulties accessing the virtual meeting or during the meeting. Shareholders are encouraged to contact technical support if they encounter any technical difficulties with the meeting webcast. In the event of any technical disruptions that prevent the chair from hosting the Annual Meeting within 30 minutes of the date and time set forth above, the meeting may be adjourned or postponed.
What documentation must I provide to vote online at the Annual Meeting?
Shareholders that pre-register for the Annual Meeting may also vote during the meeting by clicking on the “Shareholder Ballot” link that will be available on the meeting website during the Annual Meeting.
Shareholders of record may vote directly by simply accessing the virtual ballot available on the Annual Meeting website.
Beneficial owners of shares are encouraged to vote in advance of the Annual Meeting. If you intend to vote during the Annual Meeting, as a beneficial shareholder you must obtain a legal proxy from your brokerage firm or bank. Most brokerage firms or banks allow a shareholder to obtain a legal proxy either online or by mail. Follow the instructions provided by your brokerage firm or bank. If you have requested a legal proxy online, and you have not received an email with your legal proxy within two business days of your request, contact your brokerage firm or bank.
If you have requested a legal proxy by mail, and you have not received it within five business days of your request, contact your brokerage firm or bank. You may submit your legal proxy either (i) in advance of the Annual Meeting by attaching the legal proxy and a proxy card with your voting instructions (or an image thereof in PDF, JPEG, GIF or PNG file format) in an email to info@okapipartners.com or (ii) along with your voting ballot during the Annual Meeting. We must have your legal proxy in order for your vote submitted during the Annual Meeting to be valid. To avoid any technical difficulties on the day of the Annual Meeting, we encourage you to submit your legal proxy in advance of the Annual Meeting by attaching the legal proxy and a proxy card with your voting instructions (or an image thereof in PDF, JPEG, GIF or PNG file format) in an email to info@okapipartners.com to ensure that your vote is counted, rather than wait to
 
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upload the legal proxy during the Annual Meeting. Multiple legal proxies must be combined into one document for purposes of uploading them with your ballot on the Annual Meeting website.
How do I submit a question at the Annual Meeting?
Meeting attendees may submit written comments or questions that they would like to be addressed during the Annual Meeting by emailing them to the Company at 2024annualmeeting@crackerbarrel.com by no later than November 7, 2024. We will not be entertaining comments or questions during the Annual Meeting itself. We have selected November 7, 2024 as the appropriate cutoff date for submissions of comments and questions to allow us to provide thoughtful answers and responses, but we will use reasonable efforts to accommodate questions that are submitted after this date if we can.
Questions and comments will be answered or addressed as the allotted meeting time permits. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. In light of the number of business items on this year’s agenda and the need to conclude the Annual Meeting within a reasonable period of time, we cannot ensure that we will be able to respond to every question or comment that is submitted. We also reserve the right to exclude questions that relate to personal matters or are not relevant to meeting matters, as well as to edit profanity or other inappropriate language.
What is Cracker Barrel Old Country Store, Inc. and where is it located?
We are the owner and operator of the Cracker Barrel Old Country Store® restaurant and retail concept throughout the United States. We also own and operate the Maple Street Biscuit Company® restaurant concept. Our corporate headquarters are located at 305 Hartmann Drive, Lebanon, Tennessee 37087. Our telephone number is (615) 444-5533.
Where is Cracker Barrel Old Country Store, Inc. common stock traded?
Our common stock is traded and quoted on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “CBRL.”
Who will count the votes cast at the Annual Meeting?
Our Board of Directors will appoint an independent inspector of election to serve at the Annual Meeting. The independent inspector of election for the Annual Meeting will determine the number of votes cast by holders of common stock for all matters. Final results will be announced when certified by the independent inspector of election, which we expect will occur within a few business days after the date of the Annual Meeting.
How can I find the voting results of the Annual Meeting?
We will include the voting results in a Current Report on Form 8-K, which we will file with the SEC no later than four business days following the completion of the Annual Meeting. We will amend this filing to include final results if the independent inspector of election has not certified the results when the original Current Report on Form 8-K is filed.
VOTING MATTERS
What am I voting on?
You will be voting on the following matters:

to elect ten (10) directors;

to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in this proxy statement;

to approve the Company’s shareholder rights agreement, which was adopted by our Board of Directors on February 22, 2024 and effective as of February 27, 2024;
 
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to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our 2025 fiscal year; and

to vote on a shareholder proposal, if properly presented at the Annual Meeting.
Has the Company been notified that a shareholder intends to propose alternative director nominees at the Annual Meeting?
Yes. Biglari has again notified the Company of its proposal of alternative director nominees, Milena Alberti-Perez, Sardar Biglari and Michael W. Goodwin. Our Board of Directors unanimously recommends a vote FOR each of our Board of Directors’ ten (10) recommended nominees for director (consisting of the nine (9) Company nominees and the recommended Biglari nominee, Michael W. Goodwin) on the enclosed WHITE proxy card. The other Biglari nominees, Milena Alberti-Perez and Sardar Biglari, have NOT been endorsed by our Board of Directors. We are not responsible for the accuracy of any information provided by or relating to Biglari or its nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Biglari or any other statements that Biglari or its representatives may otherwise make.
PLEASE NOTE THAT THIS YEAR, YOUR WHITE PROXY CARD LOOKS DIFFERENT FROM IN YEARS PAST. THE SEC RECENTLY ADOPTED PROXY RULES THAT REQUIRE THE COMPANY’S WHITE PROXY CARD TO LIST NOT ONLY OUR BOARD OF DIRECTORS’ NOMINEES BUT ALSO THE BIGLARI NOMINEES. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ONLY THE ELECTION OF EACH OF THE BOARD’S TEN (10) RECOMMENDED NOMINEES (CONSISTING OF THE NINE (9) COMPANY NOMINEES AND THE RECOMMENDED BIGLARI NOMINEE, MICHAEL W. GOODWIN) AND “FOR” PROPOSALS 2, 3 AND 4, AND RECOMMENDS A VOTE TO “WITHHOLD” ON THE OTHER BIGLARI NOMINEES, MILENA ALBERTI-PEREZ AND SARDAR BIGLARI, AND “AGAINST” PROPOSAL 5, IN EACH CASE USING THE ENCLOSED WHITE PROXY CARD.
Who is entitled to vote?
You may vote if you owned shares of our common stock at the close of business on September 27, 2024. As of September 27, 2024, there were 22,204,312 shares of our common stock outstanding.
How many votes must be present to hold the Annual Meeting?
In order to lawfully conduct the Annual Meeting, a majority of our outstanding shares of common stock as of September 27, 2024 must be present at the Annual Meeting or represented by proxy. This is called a quorum. If you vote by Internet or by telephone, or submit a properly executed proxy card or vote instruction form, you will be considered part of the quorum. Abstentions and broker non-votes, to the extent broker non-votes arise in the limited circumstances described below, will be counted for purposes of establishing a quorum. Unvoted shares (including unvoted shares held in street name over which brokers do not have discretionary voting authority) will not be counted for purposes of establishing a quorum.
How many votes do I have and can I cumulate my votes?
You have one vote for every share of our common stock that you own. Cumulative voting is not allowed.
How do I vote before the Annual Meeting?
Before the Annual Meeting, you may vote your shares in one of the following three ways: (1) via the Internet by following the instructions on the enclosed WHITE proxy card or WHITE voting instruction form, (2) by mail by filling out the form of proxy card and sending it back in the envelope provided, or (3) by telephone by calling the toll free number found on the proxy card.
If you properly sign and return your proxy card in the prepaid envelope, your shares will be voted as you direct. Please use only one of the three ways to vote. If you hold shares in the name of a broker, your ability to vote those shares by Internet or telephone depends on the voting procedures used by your broker,
 
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as explained below under the question “How do I vote if my broker holds my shares in ‘street name’?” The Tennessee Business Corporation Act provides that a shareholder may appoint a proxy by electronic transmission, so we believe that the Internet or telephone voting procedures available to shareholders are valid and consistent with the requirements of applicable law.
How do I vote if my broker holds my shares in “street name”?
If your shares are held in a brokerage account in the name of your bank or broker (this is called “street name”), your bank or broker will send you a request for directions for voting those shares. Many (but not all) brokerage firms and banks participate in a program provided through Broadridge Financial Solutions, Inc. that offers Internet and telephone voting options.
What is a broker non-vote?
If you own shares through a broker in street name, you may instruct your broker how to vote your shares. A “broker non-vote” occurs when you fail to provide your broker with voting instructions at least 10 days before the Annual Meeting and the broker does not have the discretionary authority to vote your shares on a particular proposal because the proposal is not a “routine” matter under applicable rules. To the extent that Biglari provides a GOLD proxy card or voting instruction form to shareholders who hold their shares in street name, all of the proposals presented at the Annual Meeting will be considered “non-routine” matters, and brokers will not have discretionary voting authority to vote on any of the proposals presented at the Annual Meeting. If, however, Biglari does not provide a GOLD proxy card or voting instruction form to shareholders who hold their shares in street name then Proposal 4 would be considered to be a routine matter, and your broker, bank or other nominee would be able to vote upon the matter if you do not provide them with specific voting instructions. However, in that event, it is possible that a broker may choose not to exercise discretionary authority with respect to Proposal 4. In that case, if you do not instruct your broker how to vote with respect to Proposal 4, your broker may not vote with respect to such proposal. Therefore, we encourage you to instruct your broker, bank, or other nominee to vote your shares by executing and returning the enclosed WHITE proxy card or by voting via the Internet or by telephone by following the instructions provided on the enclosed WHITE proxy card.
How will abstentions and broker non-votes be treated?
Abstentions will be treated as shares that are present and entitled to vote for purposes of determining whether a quorum is present, but will not be counted as votes cast either in favor of or against a particular proposal. To the extent broker non-votes arise in the limited circumstances noted above, such broker non-votes will be treated as shares that are present and entitled to vote for purposes of determining whether a quorum is present, but will not be counted as votes cast either in favor of or against a particular proposal.
How will my proxy be voted?
The individuals named on the WHITE proxy card will vote your proxy in the manner you indicate on the WHITE proxy card.
What if I return my signed WHITE proxy card or complete Internet or telephone procedures but do not specify my vote?
If you sign and return your WHITE proxy card or complete the Internet or telephone voting procedures but do not specify how you want to vote your shares, we will vote them:

FOR the election of each of ONLY the ten (10) director nominees recommended by our Board of Directors (consisting of the nine (9) Company nominees and the recommended Biglari nominee, Michael W. Goodwin) and named in this proxy statement;

FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in this proxy statement;

FOR the approval of the Company’s shareholder rights agreement, which was adopted by our Board of Directors on February 22, 2024 and effective as of February 27, 2024;
 
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FOR ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our 2025 fiscal year; and

AGAINST the shareholder proposal, if properly presented at the Annual Meeting.
Can I change my mind and revoke my proxy?
Yes. To revoke a proxy given pursuant to this solicitation, you must:

sign another proxy with a later date and return it to our Corporate Secretary at Cracker Barrel Old Country Store, Inc., 305 Hartmann Drive, Lebanon, Tennessee 37087 at or before the Annual Meeting;

provide our Corporate Secretary with a written notice of revocation dated later than the date of the proxy at or before the Annual Meeting;

re-vote by following the instructions on the enclosed WHITE proxy card;

re-vote by using the Internet and visiting the following website: www.cesvote.com; or

re-vote virtually at the Annual Meeting — note that attendance at the Annual Meeting will not revoke a proxy if you do not actually vote at the Annual Meeting.
If you have previously signed a proxy card sent indicating a vote for the Biglari nominees that are not endorsed by the Board of Directors, you may change your vote to vote ONLY for our Board of Directors’ recommended nominees by marking, signing, dating and returning the enclosed WHITE proxy card in the accompanying postage-paid envelope or by voting via the Internet or by telephone by following the instructions on your WHITE proxy card. Submitting a Biglari proxy card will revoke votes you have previously made on the Company’s WHITE proxy card. PLEASE DO NOT VOTE FOR THE OPPOSED BIGLARI NOMINEES, MILENA ALBERTI-PEREZ AND SARDAR BIGLARI, OR RETURN A GOLD PROXY CARD FROM BIGLARI, EVEN IF YOU VOTE “WITHHOLD” ON THE OPPOSED BIGLARI DIRECTOR NOMINEES.
What vote is required to approve each proposal?

Proposal 1:   Election of ten directors.
As a result of Biglari’s intention to nominate Milena Alberti-Perez, Sardar Biglari and Michael W. Goodwin as alternative director nominees, there will be more than ten nominees. This means that the ten candidates receiving the highest number of “FOR” votes will be elected. This number is called a plurality. A properly executed proxy card marked “WITHHOLD” with respect to the election of a director nominee will be counted for purposes of determining whether there is a quorum at the Annual Meeting, but will not be considered to have been voted for the director nominee. Broker non-votes will also not be considered to have been voted for any director nominee.
WE URGE YOU TO SUPPORT ALL TEN OF YOUR BOARD OF DIRECTORS’ NOMINEES BY VOTING “FOR” ONLY OUR BOARD OF DIRECTORS’ TEN (10) RECOMMENDED NOMINEES (CONSISTING OF THE NINE (9) COMPANY NOMINEES AND THE RECOMMENDED BIGLARI NOMINEE, MICHAEL W. GOODWIN) ON THE WHITE PROXY CARD. PLEASE DO NOT VOTE FOR THE OPPOSED BIGLARI NOMINEES, MILENA ALBERTI-PEREZ OR SARDAR BIGLARI, OR RETURN A GOLD PROXY CARD FROM BIGLARI, EVEN IF YOU VOTE “WITHHOLD” ON THE OPPOSED BIGLARI DIRECTOR NOMINEES.

Proposal 2:   Approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the proxy statement that accompanies this notice.
The compensation of the Company’s named executive officers as described in this proxy statement will be approved if the number of shares of Company common stock voted “FOR” the proposal exceeds the number of shares of Company common stock voted “AGAINST.” If you vote “ABSTAIN” on this proposal via a properly executed WHITE proxy card, the Internet or telephone, your vote will not be counted as cast “FOR” or “AGAINST” this proposal. Broker non-votes likewise will not be treated as cast “FOR” or “AGAINST” this proposal. Accordingly, neither abstentions nor broker non-votes will have any legal effect on whether this proposal is approved.
 
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Proposal 3:   Approval of the Company’s shareholder rights agreement.
We are asking our shareholders to approve again the renewed shareholder rights agreement, which was adopted by our Board of Directors on February 22, 2024 and effective as of February 27, 2024. The agreement is substantively unchanged from the previous shareholder rights plan adopted and approved by our shareholders in 2021, which expired in 2024. This proposal will be approved if the votes cast “FOR” the proposal exceed the votes cast “AGAINST” the proposal. If you submit a properly executed WHITE proxy card or use the Internet or telephone to indicate “ABSTAIN” on this proposal, your vote will not be counted as cast on this proposal. Because Biglari has initiated a proxy contest, broker non-votes likewise will not be treated as cast on this proposal. Accordingly, neither abstentions nor broker non-votes will have any legal effect on whether this matter is approved.

Proposal 4:   Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our 2025 fiscal year.
Shareholder ratification of the appointment of our independent registered public accounting firm is not required, but our Board of Directors is submitting the appointment of Deloitte & Touche LLP for ratification in order to obtain the views of our shareholders. This proposal will be approved if the votes cast “FOR” the proposal exceed the votes cast “AGAINST” the proposal. If you submit a properly executed WHITE proxy card or use the Internet or telephone to indicate “ABSTAIN” on this proposal, your vote will not be counted as cast on this proposal. Because Biglari has initiated a proxy contest, broker non-votes likewise will not be treated as cast “FOR” or “AGAINST” this proposal. Accordingly, neither abstentions nor broker non-votes will have any legal effect on whether this matter is approved. If the appointment of Deloitte & Touche LLP is not ratified, the Audit Committee will reconsider its appointment.

Proposal 5:   Shareholder proposal requesting the Company disclose targets for reducing greenhouse gas emissions.
If properly presented at the Annual Meeting, the shareholder proposal requesting the Company disclose targets for reducing greenhouse gas emission as described in this proxy statement will be approved if the number of shares of Company common stock voted “FOR” the proposal exceeds the number of shares of Company common stock voted “AGAINST.” If you vote “ABSTAIN” on this proposal via a properly executed WHITE proxy card, the Internet or telephone, your vote will not be counted as cast “FOR” or “AGAINST” this proposal. Broker non-votes likewise will not be treated as cast “FOR” or “AGAINST” this proposal. Accordingly, neither abstentions nor broker non-votes will have any legal effect on whether this proposal is approved.
How do you recommend that I vote on these items?
Our Board of Directors recommends that you vote:

FOR the election of ONLY each of the ten (10) director nominees recommended by our Board of Directors (consisting of the nine (9) Company nominees and the recommended Biglari nominee, Michael W. Goodwin) and named in this proxy statement;

FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in this proxy statement;

FOR the approval of the Company’s shareholder rights agreement, which was adopted by our Board of Directors on February 22, 2024 and effective as of February 27, 2024;

FOR ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our 2025 fiscal year; and

AGAINST the shareholder proposal, if properly presented at the Annual Meeting, requesting that the Company disclose targets for reducing greenhouse gas emissions.
What should I do if I receive a proxy card from Biglari?
Biglari has given notice of its intent to nominate three (3) director nominees (Milena Alberti-Perez, Sardar Biglari and Michael W. Goodwin) for election at the Annual Meeting. We expect that you will
 
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receive proxy solicitation materials from Biglari, including an opposition proxy statement and GOLD proxy card. Our Board of Directors unanimously recommends that you disregard any GOLD proxy card or other materials from Biglari. We are not responsible for the accuracy of any information provided by or relating to Biglari or its nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Biglari or any other statements that Biglari may otherwise make. If you have already voted for the Biglari nominees that are not endorsed by the Board, Milena Alberti-Perez and Sardar Biglari, you have every right to change your vote to vote ONLY for our Board of Directors’ ten (10) recommended nominees by executing and returning the enclosed WHITE proxy card or by voting via the Internet or by telephone by following the instructions provided on the enclosed WHITE proxy card. Only the latest dated proxy you submit will be counted. You should disregard any proxy card that you receive other than the WHITE proxy card and ONLY vote for the ten (10) director nominees recommended by our Board of Directors (consisting of the nine (9) Company nominees and the recommended Biglari nominee, Michael W. Goodwin) and named in this proxy statement.
Why are the Biglari nominees named on the Company’s WHITE proxy card?
As a result of proxy rules recently adopted by the SEC, both the Company and Biglari are required to name all nominees for election at the Annual Meeting on their respective proxy cards that are distributed to our shareholders. Our Board of Directors does NOT endorse the election of the Biglari nominees other than Michael W. Goodwin and urges you not to vote for the two (2) opposed Biglari nominees, Milena Alberti-Perez and Sardar Biglari, on any proxy card. You can best support our Board of Directors’ recommendations by following the instructions on the WHITE proxy card to vote ONLY “FOR” our Board of Directors’ recommended nominees and proposals and “WITHOLD” or “AGAINST” on all other nominees and proposals in accordance with our Board of Directors’ recommendations. If you have questions or need assistance voting, please contact Okapi, our proxy solicitor, using the contact information below.
How will my proxy be voted if I vote for one or more of Biglari’s nominees and Biglari subsequently abandons the solicitation or fails to comply with the requirements of SEC Rule 14a-19 or the Company’s bylaws?
If you do not revoke a proxy given in favor of one or more of Biglari’s nominees prior to the Annual Meeting and Biglari abandons his solicitation or fails to comply with the requirements of SEC Rule 14a-19 or the Company’s bylaws (by, for example, failing to solicit the requisite number of holders of the Company’s outstanding common stock), proxies solicited for Biglari’s nominees will not be counted for purposes of determining whether there is a quorum at the Annual Meeting and will not be considered to have been voted for the director nominee(s). Our Board of Directors does NOT endorse the election of the Biglari nominees other than Michael W. Goodwin and urges you not to vote for the opposed Biglari nominees on any proxy card. You can best support our Board of Directors’ recommendations by following the instructions on the WHITE proxy card to vote ONLY “FOR” our Board of Directors’ ten (10) recommended nominees and proposals and “WITHHOLD” or “AGAINST” on all other nominees and proposals in accordance with our Board of Directors’ recommendations. If you have previously signed a proxy card sent indicating a vote for the opposed Biglari nominees, Milena Alberti-Perez and Sardar Biglari, you may change your vote to vote ONLY for our Board of Directors’ recommended nominees by marking, signing, dating and returning the enclosed WHITE proxy card in the accompanying postage-paid envelope or by voting via the Internet or by telephone by following the instructions on your WHITE proxy card, and, in each case, voting only for our Board of Directors’ nominees.
Where can I find more information about Biglari’s director nominees?
Biglari’s proxy statement is required to include certain information about Biglari’s director nominees, including information concerning material proceedings in which Biglari’s director nominees are adverse to the Company or have an interest adverse to the Company, biographical information, arrangements with Biglari’s director nominees pursuant to which they were selected as director nominees, transactions between the Company and Biglari’s director nominees, and information concerning the independence of Biglari’s director nominees. You may access Biglari’s proxy solicitation materials and other relevant documents, without cost, via the SEC’s website at www.sec.gov. We are not responsible for the accuracy of any information provided by or relating to Biglari or its nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Biglari or any other statements that Biglari may otherwise make.
 
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If you have any questions or need assistance voting, please contact our proxy solicitor:
[MISSING IMAGE: lg_okapipartners-pn.jpg]
1212 Avenue of the Americas, 17th Floor
New York, NY 10036
Banks and Brokerage Firms, Please Call: (212) 297-0720
Shareholders and All Others Call Toll-Free: (855) 208-8902
Email: info@okapipartners.com
May other matters be raised at the Annual Meeting; how will the Annual Meeting be conducted?
We have not received proper notice of, and are not aware of, any business to be transacted at the Annual Meeting other than as indicated in this proxy statement. Under Tennessee law and our governing documents, no other business aside from procedural matters may be raised at the Annual Meeting unless proper notice has been given to us by the shareholders seeking to bring such business before the Annual Meeting. If any other item or proposal properly comes before the Annual Meeting, the proxies received will be voted on such matter in accordance with the discretion of the proxy holders.
The Chairperson has broad authority to conduct the Annual Meeting so that the business of the Annual Meeting is carried out in a safe, orderly and timely manner. In doing so, he has broad discretion to establish reasonable rules for discussion, comments and questions during the Annual Meeting. The Chairperson is also entitled to rely upon applicable law regarding disruptions or disorderly conduct to ensure that the Annual Meeting proceeds in a manner that is fair to all participants.
 
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BOARD OF DIRECTORS AND COMMITTEES
Directors
The names and biographies of each nominee recommended by our Board of Directors are set forth in this proxy statement under “PROPOSAL 1: ELECTION OF DIRECTORS,” beginning on page 60 of this proxy statement.
Board Meetings
Our Board of Directors met eight times during 2024. Each director attended at least 75% of the aggregate number of meetings of the full Board of Directors that were held during the period he or she was a director during 2024 and 75% meetings of the committee(s) on which he or she served that were held during the period he or she served on such committee in 2024.
Board Committees
Our Board of Directors has the following standing committees: Audit, Compensation, Nominating and Corporate Governance, Public Responsibility, and Executive. All members of the Audit, Compensation, Nominating and Corporate Governance and Public Responsibility committees are independent under the Nasdaq Stock Market Rules and our Corporate Governance Guidelines. Our Board of Directors has adopted a written charter for each of the committees, with the exception of the Executive Committee. Copies of the charters of each of the Audit, Compensation, Nominating and Corporate Governance, and Public Responsibility committees, as well as our Corporate Governance Guidelines, are posted on our website: www.crackerbarrel.com. Current information regarding all of our standing committees is set forth below:
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
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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
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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
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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
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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
Board Leadership Structure
Our Board of Directors regularly considers the appropriate leadership structure for the Company, and believes that its current leadership structure, with an independent director, Mr. Berquist, serving as Chairperson and Ms. Masino serving as the Chief Executive Officer, best serves (i) the objectives of our Board of Directors’ oversight of management, (ii) the ability of our Board of Directors to carry out its roles
 
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and responsibilities on behalf of the shareholders, and (iii) the Company’s overall corporate governance. Mr. Berquist has served as the Company’s independent Board Chairperson since February 22, 2024.
Notwithstanding our current leadership structure, our Board of Directors has concluded that it is important for our Board of Directors to retain flexibility in exercising its judgment to determine whether the same individual should serve as both Chief Executive Officer and Chairperson at any given point in time, rather than adhering to a formal standing policy on the subject. This approach allows our Board of Directors to use its considerable experience and knowledge to elect the most qualified director as Chairperson, while maintaining the ability to combine or separate the Chairperson and Chief Executive Officer roles when appropriate. Accordingly, at different points in time, the Chief Executive Officer and Chairperson roles may be held by the same person. At other times, as currently, they may be held by different individuals. In each instance, the decision on whether to combine or separate the roles is determined by what our Board of Directors believes is in the best interests of our shareholders, based on the circumstances at the time. By way of example, in the event of a departure of either our Chief Executive Officer or Chairperson, our Board of Directors could reconsider the leadership structure and whether one individual was then suited to fulfill both roles, based on the individual’s experience and knowledge of our business and whether the directors considered it in the best interest of the Company to combine the positions.
Our Board of Directors will continue to evaluate the Company’s leadership structure on an ongoing basis to ensure that it is appropriate at all times.
Board Oversight of Risk Management
It is the responsibility of our senior management to develop, implement and manage our strategic plans, and to identify, evaluate, manage and mitigate the risks inherent in those plans. It is the responsibility of our Board of Directors to understand and oversee our strategic plans, the associated risks, and the steps that senior management is taking to manage and mitigate those risks. Our Board of Directors takes an active approach to its risk oversight role. This approach is bolstered by our Board of Directors’ leadership and committee structure, which ensures: (i) proper consideration and evaluation of potential enterprise risks by the full Board of Directors under the auspices of the Chairperson, and (ii) further consideration and evaluation of discrete risks at the committee level. Furthermore, our Board of Directors and committees seek to set the appropriate “tone at the top” by their engaged oversight.
Our Board of Directors is comprised predominantly of independent directors (nine of our ten director nominees), and all directors who served on the key committees of our Board of Directors (Audit, Compensation, Nominating and Corporate Governance, and Public Responsibility) during 2024 were independent under applicable Nasdaq Stock Market Rules and our Corporate Governance Guidelines. This system of checks and balances ensures that key decisions made by the Company’s most senior management, up to and including the Chief Executive Officer, are reviewed and overseen by the non-employee directors of our Board of Directors.
Risk management oversight by the full Board of Directors includes a comprehensive annual review of our overall strategic plans, including the risks associated with these strategic plans. Our Board of Directors also conducts an annual review, led by the Audit Committee, of the conclusions and recommendations generated by management’s enterprise risk management process. This process involves a cross-functional group of our senior management that identifies current and future potential risks facing us and ensures that actions are taken to manage and mitigate those potential risks. Our Board of Directors also has overall responsibility for leadership succession for our most senior officers and reviews succession plans each year.
In addition, our Board of Directors has delegated certain risk management oversight responsibilities to certain of its committees, each of which reports regularly to the full Board of Directors. In performing these oversight responsibilities, each committee has full access to management, as well as the ability to engage independent advisors. The Audit Committee has primary overall responsibility for overseeing our risk management. It oversees risks related to our financial statements, the financial reporting process, accounting and legal matters. The Audit Committee oversees the internal audit function and our ethics and compliance program. It also regularly receives reports regarding our most significant internal control and compliance risks, along with management’s processes for maintaining compliance within a strong internal control environment. In addition, the Audit Committee receives reports regarding potential cybersecurity/data
 
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privacy, legal and regulatory risks and management’s plans for managing and mitigating those risks. Representatives of our independent registered public accounting firm attend Audit Committee meetings, regularly make presentations to the Audit Committee and comment on management presentations. In addition, our Chief Financial Officer, Vice President of Internal Audit, General Counsel and representatives of our independent registered public accounting firm individually meet in private sessions with the Audit Committee to raise any concerns they might have with the Company’s risk management practices.
The Compensation Committee is responsible for overseeing our incentive compensation arrangements, for aligning such arrangements with sound risk management and long-term growth and for verifying compliance with applicable regulations. The Compensation Committee conducted an internal assessment of our executive and non-executive incentive compensation programs, policies and practices, including reviewing and discussing the various design features and characteristics of the Company-wide compensation policies and programs; performance metrics; and approval mechanisms of all incentive programs. Based on this assessment and after discussion with management and the Compensation Committee’s independent compensation consultant, the Compensation Committee has concluded that our incentive compensation arrangements and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.
The Public Responsibility Committee oversees the risks associated with the Company’s response to public relations matters and public policy trends, including the Company’s environmental and social initiatives; diversity, equity and inclusion policies; and sustainability monitoring and reporting.
Finally, the Nominating and Corporate Governance Committee oversees risks associated with its areas of responsibility, including, along with the Audit Committee, our ethics and compliance program. The Nominating and Corporate Governance Committee also reviews annually our key corporate governance documents to ensure they are in compliance with the changing legal and regulatory environment and appropriately enable our Board of Directors to fulfill its oversight duties. In addition, our Board of Directors is routinely informed of developments at the Company that could affect our risk profile and business in general.
Compensation of Directors
Our Compensation Committee reviews the compensation we pay to our independent directors annually, in consultation with Frederic W. Cook & Co., the Compensation Committee’s outside compensation consultant (“FW Cook”) and recommends any changes in compensation to the entire Board of Directors for consideration and approval. The Compensation Committee’s recommendation to our Board of Directors takes into consideration the competitiveness of total compensation relative to our restaurant and retail industry peer companies (see pages 21 – 22 of this proxy statement for a discussion of our peer group) and similarly sized general industry companies.
To assess the competitiveness of our director compensation program, FW Cook annually conducts a market assessment at the request of the Compensation Committee. FW Cook’s assessment of outside director compensation found the cash compensation provided to members of our Board’s Nominating and Corporate Governance Committee and Public Responsibility Committee to be below median cash compensation of the peer group and the median of similarly sized general industry companies. As a result of this analysis, the Committee recommended to our Board of Directors and our Board of Directors approved modest increases to the cash compensation payable to our directors on the Nominating and Corporate Governance and Public Responsibility Committees as discussed below.
Cash Compensation.   In fiscal 2024, upon the Compensation Committee’s recommendation, our Board of Directors approved the director cash compensation amounts set forth in the following table.
 
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2024 Director Cash Compensation
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
*
Effective February 22, 2024, our Board named Mr. Berquist as the independent Chair of the Board. Mr. Berquist formerly served as our Board’s lead independent director.
The foregoing amounts are prorated for any outside director who joins our Board of Directors during the course of the fiscal year. In addition, we reimburse our outside directors for their reasonable and customary expenses incurred in traveling to and attending meetings.
Equity Compensation.   Each non-employee director who is elected at an annual meeting receives a grant of restricted stock units (“RSUs”) having a value equal to approximately $140,000, with the number of RSUs included in such grant determined based on the closing price of our common stock on the date of the applicable annual meeting, as reported by Nasdaq, and rounded down to the nearest whole share. Our independent Chair receives an additional grant of RSUs having a value equal to approximately $65,000, for a total award having an approximate value of $205,000. The foregoing awards are prorated for any outside director who joins the Board during the course of the fiscal year.
All of the RSUs awarded to our independent directors vest at the earlier of one year from the date of grant or at the next annual meeting of shareholders. The Company has no knowledge of any agreement or arrangement between any director or director nominee and any person or entity other than the Company relating to compensation or other payment in connection with such person’s candidacy or service as a director.
Our non-employee directors are also offered the option to participate in a directors’ deferred compensation plan. This plan allows a participant to defer a percentage or sum of his or her compensation and earn interest on that deferred compensation at a rate equal to the 10-year Treasury bill rate (as in effect at the beginning of each calendar month) plus 1.5%. The compensation of our directors during 2024 is detailed in the Director Compensation Table, beginning on page 49 of this proxy statement.
 
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EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
This portion of the proxy statement, the Compensation Discussion and Analysis or “CD&A,” provides a description of the objectives and principles of our executive compensation programs. It explains how compensation decisions are linked to Cracker Barrel’s performance relative to our strategic goals and our efforts to drive shareholder value. It is also meant to give our shareholders insight into the deliberative process and the underlying compensation philosophies that inform the design of the pay packages of our executive officers.
Generally, Cracker Barrel’s executive compensation programs apply to all executive officers, but this CD&A is focused on the compensation decisions relating to the following executive officers who qualified as “named executive officers” under applicable SEC rules (the “Named Executive Officers” or “NEOs”) during 2024:

Julie Masino, President and Chief Executive Officer;

Sandra B. Cochran, Former President and Chief Executive Officer and Executive Chair;

Craig Pommells, Senior Vice President and Chief Financial Officer;

Laura A. Daily, Senior Vice President and Chief Merchant and Retail Supply Chain;

Donna Roberts, Senior Vice President and Chief Human Resources Officer; and

Richard M. Wolfson, Senior Vice President, General Counsel and Corporate Secretary.
This CD&A is divided into five sections:
Section 1 — Executive Summary
Section 2 — Our Shareholder Engagement and Responsiveness
Section 3 — Our Compensation Philosophy and Processes
Section 4 — 2024 Compensation Programs
Section 5 — Other Executive Compensation Policies and Guidelines
Section 1. Executive Summary
The chart below provides an executive summary of the key topics of this CD&A, all of which are described in significantly greater detail further below:
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.
 
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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.
 
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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.
Section 2. Our Shareholder Engagement and Responsiveness
Last year, we held our annual advisory vote regarding Named Executive Officer compensation, commonly known as “Say on Pay.” Approximately 96% of the votes cast (excluding broker non-votes and abstentions) were in favor of our executive compensation as disclosed in our 2023 Proxy Statement. We believe that this level of support — particularly when coupled with our efforts to solicit feedback from shareholders as part of our direct engagement efforts, described below — demonstrates substantial shareholder satisfaction with our compensation philosophies, programs and practices.
In 2024 we reached out several times to our largest shareholders to speak with one or more independent directors and members of our senior management team, to discuss Ms. Masino’s appointment as our Chief Executive Officer, our Board of Directors’ succession planning process, our strategic transformation plans, executive compensation, and other matters that might be of concern or interest to them. Specifically, we extended this invitation to our largest shareholders who have designated a point of contact, which together represented approximately 76.2% of the shares of our common stock outstanding.
Of the shareholders to whom we reached out, shareholders who collectively represented 35.5% of our outstanding common stock, including Biglari, accepted our invitation and engaged in direct discussions. No shareholders expressed any concerns with our compensation philosophies, programs, or practices in these discussions.
Section 3. Our Compensation Philosophy and Processes
Compensation Philosophy
Our central compensation objective is to drive long-term total return to our shareholders and build a better Company by implementing compensation programs that:

Reward both Company-wide and individual performance,

Align our executives’ interests with those of our shareholders,

Allow us to attract and retain talented executives, and

Appropriately incentivize management without exposing the Company to undue levels of risk.
We have a strong “pay for performance” philosophy designed to:

Reward executives for maximizing our success, as determined by our performance relative to our financial and operational goals and relative to our industry,

Reward executives for both near-term and sustained longer-term financial and operating performance as well as leadership excellence,

Align the economic interests of executives with those of our shareholders, and

Encourage our executives to remain with the Company for long and productive careers.
The Compensation Committee targets total direct compensation paid to our executive officers at the median of our peer group and other market comparators. While the Compensation Committee strives to
 
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deliver a target total compensation package approximating the market median, our compensation program design is robust enough to recognize individual performance, competitive pressures for management talent, experience, and value to the organization when establishing compensation opportunities. The Compensation Committee believes it utilizes elements of compensation that create appropriate flexibility and reward executives for focusing on both near-term and long-term performance while aligning the interests of executive officers with the interests of our shareholders.
Role of the Compensation Committee
Our Compensation Committee’s primary responsibility is the establishment and approval of compensation and compensation programs for our executive officers that further the overall objectives of our executive compensation program. In fulfilling this responsibility, the Compensation Committee:

Reviews and approves corporate performance goals for our executive officers;

Sets cash- and equity-based compensation for our executive officers;

Designs and administers our equity incentive arrangements;

Reviews and approves executive benefits and perquisites;

Assesses and reviews potential risks to the Company associated with our compensation programs;

Approves employment and change in control agreements of our executive officers;

Periodically conducts or authorizes studies of matters within its scope of responsibilities; and

Periodically retains, at the Company’s expense, independent counsel or other consultants necessary to assist the Compensation Committee in connection with any such studies.
The Compensation Committee makes compensation decisions after reviewing the performance of the Company and carefully evaluating both quantitative and qualitative factors such as an executive’s performance during the year against established goals, leadership qualities, operational performance, business responsibilities, long-term potential to enhance shareholder value, current compensation status as shown on tally sheets reflecting current and historical compensation for each executive, and tenure with the Company.
Role of Independent Compensation Consultant
To assist the Compensation Committee with establishing executive compensation, the Compensation Committee has retained FW Cook to provide competitive market data, assist in establishing a peer group of companies and provide guidance on compensation structure as well as levels of compensation for our senior executives and our Board of Directors.
The Compensation Committee consulted with FW Cook in determining the compensation to be awarded to all of the Named Executive Officers, including Mses. Masino and Cochran, in 2024. FW Cook reports directly to the Compensation Committee. As required under the Nasdaq Stock Market Rules, the Compensation Committee has assessed the independence of FW Cook pursuant to applicable SEC and Nasdaq rules, including, but not limited to, those set forth in Rule 5605(d)(3)(D) of the Nasdaq Stock Market Rules, as applicable. The Compensation Committee concluded that no conflict of interest exists that would prevent FW Cook from serving as an independent consultant to the Compensation Committee.
Role of Management
Management plays the following roles in the compensation process:

Management recommends to our Board of Directors business performance targets and objectives for the annual plan and provides background information about the underlying strategic objectives;

Management evaluates employee performance;

Management recommends cash compensation levels and equity awards;

Management works with the Compensation Committee Chair to establish the agenda for Compensation Committee meetings;
 
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The Chief Executive Officer generally makes recommendations to the Compensation Committee regarding salary increases for other executive officers during the regular merit increase process;

The Chief Executive Officer provides her perspective on recommendations provided by FW Cook regarding compensation program design issues;

The Chief Executive Officer does not play a role in determining her own compensation; and

Other members of management, at the request of the Compensation Committee, work with FW Cook to provide data about past practices, awards, costs and participation in various plans, and information about our annual and longer-term goals. When requested by the Compensation Committee, selected members of management may also review FW Cook’s recommendations on plan design and structure and provide a perspective to the Compensation Committee on how these recommendations may affect recruitment, retention, and motivation of our employees as well as how they may affect us from an administrative, accounting, tax, or similar perspective.
Both Ms. Cochran, who, at the time the Committee approved executive officer compensation for 2024, was our Chief Executive Officer, and Ms. Masino, who was then our Chief Executive Officer-Elect, participated in making recommendations regarding 2024 compensation for executive officers other than themselves.
Compensation Peer Group
The Compensation Committee evaluates a variety of factors in establishing an overall compensation program that best fits our overarching goals of maximizing shareholder return and building a stronger company. As one element of this evaluative process, the Compensation Committee, with the assistance of FW Cook, considers competitive market compensation paid by other similarly situated companies and attempts to maintain compensation levels and programs that are comparable to and competitive with those of a peer group of similarly situated companies. Although we do not expressly “benchmark” our compensation relative to that provided by our peers, the Compensation Committee does use the peer group data as a component of its analysis to ensure relative consistency at the median level of our peers. The peer group is reviewed annually by the Compensation Committee and is comprised of the following:

Organizations of similar business characteristics (i.e., publicly traded organizations in the restaurant and retail industries, given that our restaurants also feature a sizeable retail operation);

Organizations against which we compete for executive talent;

Organizations of comparable size to Cracker Barrel, as measured by primarily by sales but also by market capitalization, enterprise value, and other relevant factors; and

Organizations with similar geographic dispersion and workforce demographics.
The Company believes that the selection of a peer group to be used for assessing the competitiveness of its executive compensation levels is something that requires reconsideration every year. The Compensation Committee reviews the Company’s peer group on an annual basis, with assistance from FW Cook, and changes certain members of the peer group as the Compensation Committee refines the comparison criteria and when the Company and members of the peer group change in ways that make comparisons less or more appropriate.
The Compensation Committee conducted its annual review of the Company’s peer group to confirm the alignment of the Company’s peer group with the Company as summarized above. After undertaking this review, our peer group for 2024 was comprised of the following 16 publicly-traded companies:
 
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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.
Management and the Compensation Committee regularly evaluate the marketplace to ensure that our compensation programs remain competitive. In addition to its review of data from the peer group, the Compensation Committee also from time to time consults data from published compensation surveys, as well as inquiring of FW Cook, to assess more generally the competitiveness and the reasonableness of our compensation programs.
Compensation Risk Analysis
Each year, the Compensation Committee conducts an internal assessment of our executive and non-executive incentive compensation programs, policies, and practices as part of its responsibilities under our broader risk management program and to ensure compliance with applicable regulations. In 2024, as part of this process, the Compensation Committee reviewed and discussed the various design features and characteristics of the Company-wide compensation policies and programs, performance metrics, and approval mechanisms of all incentive programs. Based on this assessment and after discussion with management and FW Cook, the Compensation Committee has concluded that our incentive compensation arrangements and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.
Overview of Compensation Practices
We believe our compensation programs are generally consistent with best practices for sound corporate governance.
What We Do
What We Do Not Do
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Deliver a majority of the target value of our long-term incentive program (as calculated at the time of grant) through performance-based awards
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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.
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Require executives to hold vested performance and time-based shares for an additional year
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Provide material perquisites for executives
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Maintain robust stock ownership and retention guidelines for executives and non-executive directors
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Offer gross-up payments to cover personal income taxes or excise taxes that pertain to executive or severance benefits
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Conduct annual risk assessments of our compensation programs
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Pay dividends on unvested LTI awards
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Maintain robust anti-hedging, anti-pledging and recoupment (or “clawback”) policies
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Provide special executive retirement programs
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Require double trigger vesting (i.e. change in control AND termination of employment) for equity acceleration
We strive to achieve an appropriate mix between cash payments and equity incentive awards in order to meet our objectives by rewarding recent results, motivating long-term performance, and strengthening alignment with shareholders. The Compensation Committee evaluates the overall total direct compensation
 
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package for each executive officer relative to market conditions but does not specifically target any percentile for each element of their total direct compensation. In conducting this evaluation, the Compensation Committee’s goal is to ensure that a significant majority of each executive officer’s total direct compensation opportunity is contingent upon Company performance and shareholder value creation. The Compensation Committee annually reviews the compensation mix of each executive on a comprehensive basis to determine whether we have provided the appropriate incentives to accomplish our compensation objectives effectively.
In general, our compensation policies emphasized long-term equity compensation more than annual cash compensation for our executive officers. The Compensation Committee believes that the Company’s 2024 pay mix as approved at the outset of 2024 supported the Company’s strong pay for performance culture, as demonstrated by the fact that approximately 83% of our current Chief Executive Officer’s target total direct compensation and approximately 67% of our other Named Executive Officers’ target total direct compensation in 2024 were variable or at risk, as represented by the following charts:
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Section 4. 2024 Compensation Programs
The following table summarizes the basic elements of our compensation programs, describes the behavior and/or qualities that each element is designed to encourage, and identifies the underlying purpose for that element of our compensation program as well as key decisions that were made in respect of that element for 2024:
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.
 
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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
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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)
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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
 
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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)
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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.
Base Salary
The Compensation Committee reviews our executive officers’ base salaries annually at the end of each year and establishes the base salaries for the upcoming year. Base salary for our executive officers is determined after consideration of numerous factors, including, but not limited to: scope of work, skills, experience, responsibilities, performance and seniority of the executive, peer group salaries for similarly-situated positions (i.e., a market competitive review) and the recommendation of the Chief Executive Officer (except in the case of her own compensation). Ms. Cochran’s and Ms. Masino’s salaries were set in accordance with their respective employment agreements (discussed in greater detail below). The Company views base salary as a fixed component of executive compensation that compensates the executive officer for the daily responsibilities assumed in operating the Company throughout the year.
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. Other NEOs received increases ranging from 3% in the case of Mr. Wolfson to 17.6% in the case of Mr. Pommells, whose compensation was increased as part of a multi-year strategy to bring his compensation into line with market for CFO compensation. Other increases were given in recognition of the individuals’ experience, responsibilities, and length of service in their respective roles, as well as their performance, to maintain salaries at market-competitive levels, and to reflect annual cost of living increases.
Base salaries for 2023 and 2024 for the Named Executive Officers, rounded to the nearest thousand dollars, were as follows:
 
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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%
*
Ms. Cochran ceased to serve as Chief Executive Officer in November 2023 and retired as our Executive Chair in February 2024.
Annual Bonus Plan
Our annual bonus plan is designed to provide our executive officers with the opportunity to receive additional cash compensation based on a target percentage of base salary, but only if the Company successfully meets established performance targets. The annual bonus plan or a variant thereof applies to more than three hundred of our management-level employees and not just our executive officers.
Ms. Cochran’s target bonus opportunity for 2024 was not increased from 2023 and remained at 160%. Ms. Masino’s target bonus was set at 125% as part of her employment agreement entered into at the outset of 2024. The Committee increased Mr. Pommells’ and Mr. Wolfson’s target bonus opportunities from 75% and 65% in 2023 to 85% and 75%, respectively, in 2024, after a competitive analysis of their compensation packages. No other NEO received an increase in their target bonus opportunity for 2024.
Program Design for 2024
The Compensation Committee determined that the same general annual bonus program structure from 2023 would once again be appropriate for 2024. Consequently, 50% of an executive’s 2024 bonus opportunity was tied to the achievement of a financial metric (adjusted operating income) and the other 50% was tied to the achievement of a series of objective and quantitative metrics that the Compensation Committee believed were important for the Company’s short- and long-term success. The Committee capped potential payouts under each component of the 2024 Annual Bonus Plan at 200% of target for the financial component and 150% of target for the strategic component. Taking both portions together, the maximum payout was thus 175% of target.
Below we describe the two components of the 2024 Annual Bonus Plan and the applicable metrics:
Financial Component — Achievement of Adjusted Operating Income
The Compensation Committee established threshold, target, and maximum levels of performance for the financial component of the 2024 Annual Bonus Plan based on the Company’s achievement of adjusted operating income. Threshold adjusted operating income for purposes of the 2024 Annual Bonus Plan was set at $105 million; target was set at $143 million; and maximum was set at $276 million.*
Following the conclusion of 2024, based on its review of the Company’s audited financial results, the Compensation Committee certified that the Company achieved adjusted operating income calculated in accordance with the 2024 Annual Bonus Plan of $109.7 million in 2024, corresponding to an approximate payout of 46.8% of target for financial component of the 2024 Annual Bonus Plan.
*
Adjusted operating income calculated in accordance with the 2024 Annual Bonus Plan is a non-GAAP financial measure. For a definition of adjusted operating income and a reconciliation of this non-GAAP financial measure to GAAP operating income, see Appendix B. The adjustments used to determine operating income calculated in accordance with the 2024 Annual Bonus Plan were included in the plan itself and were not the result of discretionary decisions by the Compensation Committee in certifying results.
 
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Strategic Component — Objective Metrics
For the strategic component of the 2024 Annual Bonus Plan, the Compensation Committee established a weighted scorecard of 15 objective performance metrics that the Committee believed were particularly important in advance of the Company’s strategic transformation initiatives. Each metric had preset and discrete goals, which were assigned a number of possible points. Most of the metrics were designed to be “all or nothing,” while a few of the metrics were scaled. The total number of possible points was 165.
The Committee then created a payout grid based on the total number of points achieved, capping the associated payouts at 150% of target, and with payouts between levels prorated on a straight-line basis:
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
The metrics are categorized below, and all of them were 100% objective in nature and determined by the Compensation Committee to be appropriately meaningful, challenging to accomplish, and important to the Company’s anticipated strategic transformation activities. The Company’s achievement of these metrics was audited by the Company’s internal auditing group following a predetermined methodology after the conclusion of 2024. There was thus no subjectivity in determining whether a metric was achieved. This scorecard applied to the hundreds of employees who participated in the bonus plan and not only to our executive officers.
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
Following the conclusion of 2024, the Compensation Committee certified that the Company achieved 156 out of the possible 165 points. No discretionary adjustments were made to any of the metrics or scores. Based on these results, management earned 138.73% of target under the payout chart for strategic component of the 2024 Annual Bonus Plan.
 
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The following table sets forth (i) target 2024 bonuses for the Named Executive Officers, expressed both as a percentage of base salary and in absolute amounts, and (ii) the actual bonuses received by the Named Executive Officers under the 2024 annual bonus plan:
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
*
Ms. Cochran ceased to serve as Chief Executive Officer in November 2023 and retired as our Executive Chair in February 2024.
The above 2024 annual bonuses are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 39 of this proxy statement.
Long-Term Incentives
The Compensation Committee believes that long-term incentives, particularly equity-based awards, provide a strong alignment of the interests of shareholders and executives and serve as a valuable talent retention tool. Therefore, a significant portion of our executive officers’ total compensation is provided in the form of equity awards, which are granted under the Company’s 2020 Omnibus Incentive Plan, approved by our shareholders (the “2020 Omnibus Plan”). Each year the Compensation Committee considers and discusses various alternatives as to the form and structure of equity-based awards in order to best achieve these goals of shareholder alignment and talent retention.
Long-Term Incentive Arrangements for 2024
In 2024, the Company’s equity compensation awarded to executive officers was governed by the 2024 Long-Term Incentive (“LTI”) program, which the Compensation Committee adopted in September 2023. Structurally, the 2024 LTI program was identical to the 2023 LTI program.
The 2024 LTI program consists of an equal mix of performance-based and time-based awards, as follows: (i) a performance-based award under a Long-Term Performance Plan (LTPP) (the “2024 LTPP”), which provides for awards of performance shares tied to the Company’s achievement of targeted levels of EBITDA growth over a three-year performance period, and then increased or decreased, as the case may be, based on the Company’s relative TSR performance against the Index; and (ii) a time-based RSU award (the “2024 RSU Award”), which provides for awards of RSUs that ratably-vest over three years from the date of grant (i.e., one third after each of the first, second, and third anniversary of the grant date, respectively). Executives are required to hold all shares they receive under the LTI program, whether performance-based or time-based, for at least 12 months following the vesting date.
2024 LTI Award Grants
In September 2023, the Compensation Committee (and the Board, in the case of Mses. Masino and Cochran) approved equity grants based on a target percentage (referred to as the executive officer’s “LTI Percentage”) of an executive officer’s base salary.
Each NEO’s LTI Percentage was used to derive a target award for the NEO, expressed as a number of shares, determined by reference to the average closing price of the Company’s common stock on the grant date, which was $69.16.
All awards granted under the LTI program are credited with dividend equivalent rights for any cash dividends paid on the Company’s stock between the award date and the vesting date, based on the number
 
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of shares ultimately awarded, and the deferred amounts are settled in cash upon the vesting of the awards at the end of the performance period. No dividends are paid on unvested/unearned shares.
2024 LTPP.   For 2024, each executive officer was eligible to receive a 2024 LTPP award of performance-based shares (a “2024 LTPP Award”) of a target number of shares, with the actual number of awarded shares determined by the Company’s achievement of EBITDA growth over a three-year performance period, and adjusted up or down, as the case may be, based on the Company’s TSR over such period relative to the Index. The minimum number of potential shares is zero and the maximum is 200% of target. Moreover, awards cannot be upwardly adjusted if the Company’s absolute TSR over the performance period is negative, irrespective of how well the Company performs relative to the Index.
NEOs (other than Ms. Masino) will forfeit their 2024 LTPP Award if, prior to that time, they are terminated or voluntarily resign other than as a result of (i) retirement by an individual who meets the retirement-eligible conditions of 60 years of age and at least five years of service, for which such awards will be prorated for time served and based on actual performance determined at the end of the performance period; or (ii) following a change in control of the Company.
The following table summarizes the target 2024 LTPP Awards for each of our Named Executive Officers at the time of grant. As indicated above, the awards will pay out, if at all, at the end of the performance period in September 2026:
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
*
Ms. Cochran ceased to serve as Chief Executive Officer in November 2023 and retired as our Executive Chair in February 2024.
2024 RSU Awards.   Each executive officer received a target 2024 RSU Award of time-based RSUs that will ratably vest over the three years (i.e., one third on each of the first, second and third anniversaries of the date of grant, respectively). NEOs (other than Ms. Masino) will forfeit their 2024 RSU Award if, prior to that time, they are terminated or voluntarily resign other than as a result of (i) retirement by an individual who meets the retirement-eligible conditions of 60 years of age and at least five years of service, for which such awards will be prorated for time served and based on actual performance determined at the end of the performance period; or (ii) following a change in control of the Company.
The following table summarizes the 2024 RSU Awards for each of our Named Executive Officers:
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
*
Ms. Cochran ceased to serve as Chief Executive Officer in November 2023 and retired as our Executive Chair in February 2024.
 
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2024 Special Restricted Stock Award.   To incentivize her retention and recognize her individual performance, in September 2023, the Compensation Committee authorized a special one-time restricted stock award to Ms. Roberts having a grant date fair value of $1,000,000. The award vests in two equal installments on each of the second and third anniversaries of the grant.
Previously Granted Performance-Based Equity Awards
2022 LTPP Awards
In September 2024, some of our NEOs received payouts of performance-based awards that were granted in September 2021, which was shortly after the start of our fiscal year 2022. These awards are referred to as the “2022 LTPP Awards.” Details about the 2022 LTPP Awards and the underlying program’s design, are described in greater detail in our proxy statement filed with the SEC on October 7, 2022. Ms. Masino was not with the Company in September 2021 and, consequently, did not receive a 2022 LTPP Award. Executives are required to hold all shares they received pursuant to the 2022 LTPP Awards for at least 12 months following the vesting date.
The 2022 LTPP Awards were an award of performance shares based on the Company’s EBITDA growth each year over a three-year performance period (2022, 2023 and 2024). The final payout was then subject to potential downward or upward adjustment (“TSR Adjustment”), based on the Company’s TSR performance relative to the Index over the same three-year performance period.
The Committee established and approved EBITDA growth targets for each year during the performance period, and the results of each year were averaged to determine the final payout of the 2022 LTPP Awards before the application of the TSR Adjustment. In establishing the EBITDA growth targets for each year, the Committee considered, among other things, past and expected industry trends, market, and economic conditions, the Company’s strategic plans, and prior year performance. The applicable EBITDA growth targets and associated levels of payouts, and the Company’s actual achievement, for each of the three years were as follows:
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%
On September 18, 2024, the Compensation Committee reviewed and certified the Company’s performance over the three-year performance period for the 2022 LTPP Awards, first by certifying the Company’s annual EBITDA performance over the three-year performance period and associated payout, and then adjusting the payout in light of the Company’s TSR for the period against the Index.
 
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The Committee certified that the Company’s adjusted EBITDA performance over the three-year performance period equated to a final payout before application of the TSR Adjustment of 56.73% of target (“Base Payout Level”). The Committee then certified that the Company’s TSR for the period was -57.2%, calculated as follows:
(Change in price of the Company’s common stock during 3-year
performance period + dividends paid during 3-year performance period)
Price of the Company’s common stock at the start of the performance period
The Company’s TSR for the period fell within the bottom quartile of the Index, resulting in a 25% reduction to the Base Payout Level, and a final payout of 2022 LTPP awards of 42.55% of target. Consequently, the final number of 2022 LTPP awards finally issued to each eligible NEO on September 30, 2024 was 42.55% of target, as follows:
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
*
Ms. Cochran ceased to serve as Chief Executive Officer in November 2023 and retired as our Executive Chair in February 2024.
Health and Welfare Benefits
We offer a group insurance program consisting of life, disability and health insurance benefit plans that cover all full-time management and administrative employees, and a supplemental group term life insurance program that covers our Named Executive Officers and certain other management personnel. Aside from the annual recalibration of benefit costs and the associated premium changes that affect all participants, no significant changes were made to our health and welfare benefits for our Named Executive Officers during 2024.
Severance and Change in Control Provisions
None of our Named Executive Officers who remain employed with the Company has an employment agreement other than Ms. Masino, whose agreement governs her arrangements relating to severance and/or a change in control of the Company (a “CIC Transaction”). All of our other Named Executive Officers who remain employed with the Company, along with all of the Company’s other executive officers, have entered into (i) severance agreements (“General Severance Agreements”) that govern the terms of their involuntary separation from the Company other than in connection with a CIC Transaction; and (ii) change in control agreements (“CIC Agreements”) that govern their employment by the Company and the terms of their involuntary separation from the Company following a CIC Transaction. These agreements are summarized as they apply to our Named Executive Officers below. In addition, each Named Executive Officer entered into certain supplemental severance-related agreements in 2023 in connection with our CEO transition. These are described in last year’s proxy statement.
The General Severance Agreements are intended to attract and retain executive talent by providing executives with reasonable assurance that if their employment relationship with the Company is involuntarily terminated in certain circumstances other than for cause they will have sufficient resources to be able to transition to other professional opportunities. While the CIC Agreements are also intended as a recruitment and retention tool, they are additionally intended to ensure that the Company will have the continued dedication, focus and objectivity from key executives in the event of a proposed CIC Transaction, and thus maintain the alignment of our executives’ interests with those of our shareholders.
 
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The employment agreement with Ms. Masino, the General Severance Agreements, the CIC Agreements and the supplemental agreements related to our CEO transition are described in greater detail below. Potential payments pursuant to these agreements to our Named Executive Officers under various termination scenarios are more fully described under “Executive Compensation — Compensation Tables and Information — Potential Payments Upon Termination or Change in Control” below, including the table on page 49 of this proxy statement.
Severance Benefits Specific to Ms. Masino
The Company and Ms. Masino entered into an employment agreement on July 17, 2023 (the “Masino Employment Agreement”), pursuant to which Ms. Masino serves as the Company’s President and Chief Executive Officer.
Among other things, the Masino Employment Agreement governs the severance benefits to be received by Ms. Masino. Under the Masino Employment Agreement, Ms. Masino’s employment with the Company is “at will” and either party may terminate the agreement at any time, but Ms. Masino will be entitled to certain severance benefits in the event that her employment with the Company is terminated under certain circumstances.
In the event that Ms. Masino’s employment is terminated by the Company with Cause (as defined in the Masino Employment Agreement) or by Ms. Masino without Good Reason (as defined in the Masino Employment Agreement), the Masino Employment Agreement provides the Company shall pay the accrued obligations under the Masino Employment Agreement to Ms. Masino. Ms. Masino will forfeit any unearned cash incentive awards and outstanding equity awards that are unvested at the time of such termination.
If Ms. Masino’s employment is terminated by the Company without Cause or by Ms. Masino with Good Reason, the Masino Employment Agreement provides that, in addition to the accrued obligations under the Masino Employment Agreement, Ms. Masino will be entitled to:

an amount equal to two times the sum of Ms. Masino’s current base salary and Ms. Masino’s annual cash target-level incentive bonus;

a prorated portion of Ms. Masino’s annual cash incentive bonus for the fiscal year in which such termination occurs, based on the number of calendar days elapsed prior to such termination; and

a lump-sum payment in an amount equal to the costs of continued health benefits under COBRA for a period of 24 months.
In addition, if Ms. Masino’s employment is terminated by the Company without Cause (other than due to death or disability) or by Ms. Masino with Good Reason prior to August 1, 2025, Ms. Masino will forfeit all unvested equity awards (other than the time-vesting restricted stock award she received on August 7, 2023), and if terminated on or after August 1, 2025 , Ms. Masino’s unvested time-vesting equity awards shall be fully payable upon conclusion of the original vesting period and unvested performance awards shall be prorated for service and payable upon conclusion of the applicable performance period based on actual performance.
Change in Control Benefits for Ms. Masino
The Masino Employment Agreement provides certain benefits in the event that Ms. Masino’s employment with the Company is terminated in connection with a change in control. The Masino Employment Agreement contains a “double trigger,” and in the event that a change in control of the Company (as defined in the agreement) occurs during the term of the Masino Employment Agreement, and her employment is terminated without cause or terminated by Ms. Masino with good reason within 90 days prior to or within two years following the change in control, Ms. Masino will be entitled to receive:

a lump sum payment equal to two times the sum of Ms. Masino’s current base salary and Ms. Masino’s annual cash target-level incentive bonus;

a prorated portion of Ms. Masino’s annual cash incentive bonus for the fiscal year in which such termination occurs, based on the number of calendar days elapsed prior to such termination;
 
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accelerated vesting of all equity awards, with performance-based awards determined as if target-level performance was achieved by the Company as of the date of termination; and

a lump-sum payment in an amount equal to the costs of continued health benefits under COBRA on a monthly basis for a period of 24 months.
The Masino Employment Agreement does not entitle Ms. Masino to receive any gross-up payment to reimburse her for any excise tax under Sections 280G and 4999 of the Code, as amended. Ms. Masino will be subject to noncompetition, non-solicitation and confidentiality restrictions following the termination of her employment. The agreement obligates Ms. Masino not to own or work as an employee or consultant for any multi-unit restaurant business that offers full service family or casual dining or to solicit the Company’s employees for a period of two years following the termination of her employment.
Severance Benefits Specific to Ms. Cochran
As discussed in detail in last year’s proxy statement, Ms. Cochran and the Company entered into an employment agreement on July 17, 2023 (the “Cochran Employment Agreement”). The Board authorized the Cochran Employment Agreement as part of their multi-year succession planning initiative to identify and on-board Ms. Masino as the Company’s new President and Chief Executive Officer and to ensure stable continuity on our Board. The Cochran Employment Agreement provided that Ms. Cochran would serve as our President and Chief Executive Officer until November 1, 2023, before transitioning to the role of Executive Chair until September 30, 2024, or such earlier date that the Board might determine (the “Retirement Date”).
In February 2024, the Board determined that Ms. Cochran had delivered all of the benefits that the Board had intended when it structured our CEO transition and entered into the Cochran Employment Agreement, and, consequently, exercised its right to terminate the Cochran Employment Agreement and accelerate the Retirement Date to February 22, 2024. As a result of this decision, the Company was obligated to pay to Ms. Cochran (i) accrued but unpaid base salary, any compensation previously deferred, accrued but unpaid vacation, any accrued but unpaid cash incentive compensation earned in respect of a prior fiscal year, and other accrued amounts or benefits (“accrued obligations”); (ii) her base salary through September 30, 2024, payable in installments on normal payroll dates throughout the term; (iii) her annual cash incentive bonus for 2024, payable at the same time and manner as they are paid to peer executives at the Company; and (iv) a lump sum payment in an amount equal to the full monthly premiums for continued coverage under COBRA through September 30, 2024.
Additionally, Ms. Cochran’s unvested time-vesting equity awards will become fully payable upon conclusion of the original vesting period and unvested performance awards will become fully payable upon conclusion of performance period based on actual performance. No equity awards were accelerated by virtue of the decision to accelerate the Retirement Date and terminate the Cochran Employment Agreement.
In consideration of the foregoing payments, Ms. Cochran executed a comprehensive release of claims against the Company and remains bound by various restrictive covenants.
General Severance Agreement for all other Named Executive Officers
Each Named Executive Officer who is a party to the General Severance Agreement will be entitled to receive severance benefits of 12-18 months’ base salary continuation and continuation of benefits under COBRA (with the executive responsible for paying the premiums), depending on his or her length of service, as a result of the termination of his or her employment by the Company other than for “cause” or by the executive for “good reason” ​(each as defined in the agreement).
To receive the foregoing benefits, the executive must execute a comprehensive release in favor of the Company, waiving any claims the executive may have against the Company. In addition to obligating the executive to maintain confidentiality of Company information and return all Company property, the General Severance Agreement further contains non-competition covenants that restrict the executive from working with certain competitors for a period of six months; and (ii) soliciting employees of the Company or interfering with the relationship of any customer, supplier or other business relation of the Company for a period of 12 months.
 
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The Severance Agreement has an initial term of three years and will automatically renew each year thereafter unless the Company provides the executive with 90 days’ written notice of its intention not to renew prior to the expiration of the then-current term.
CIC Agreements
The CIC Agreement becomes effective only in the event of a CIC Transaction, as defined in the agreement. Once it takes effect, the Company agrees to employ the executive, and the executive agrees to remain in the employ of the Company, from the date of a change in control to the earlier to occur of the second anniversary of such change in control or the executive’s normal retirement date. During this period of employment, the Company agrees to provide the executive with (i) base salary at least equal to the highest base salary which the executive was paid during the 24 calendar months immediately prior to the change in control, (ii) the right to participate, at the highest target percentage rate or target participation level at which he or she participated during the 12-month period prior to the change in control, in the Company’s bonus and equity incentive compensation plans; and (iii) the same employee benefits and perquisites which the executive received (or had the right to receive) during the 12 months immediately prior to the date of the change in control.
The CIC Agreement has an indefinite term but may be terminated by the Company upon not less than one year’s prior written notice to the executive if (i) the Company has not received any proposal or indication of interest from a party regarding, nor is the Company’s Board of Directors then considering, a potential change in control transaction; and (ii) the Company terminates the CIC Agreements for all similarly situated executives and not just the individual.
The CIC Agreement is “double trigger”, and no payments or equity awards are paid out immediately upon the change in control. The executive does not have any right to receive any gross-up payment in reimbursement of any excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). If amounts payable under the CIC Agreement would be subject to such excise tax, then the executive will pay the tax or such amounts will be reduced to a level where the excise tax no longer applies, whichever is more beneficial to the executive. The CIC Agreement contains restrictive covenants, including relating to confidentiality, non-competition, and non-solicitation, that are identical to the ones found in the General Severance Agreement.
In the event that employment is terminated by the Company other than for “cause” or by the executive for “good reason” ​(each as defined in the CIC Agreement) at any point during the 24 months following a change in control, then, in addition to any accrued and unpaid salary, bonus, benefits and vacation time, the terminated executive is entitled to (i) a lump-sum cash payment equal to two times the sum of his or her annual salary and target annual bonus for the year in which termination occurs, (ii) his or her annual bonus for the year in which termination occurs, pro-rated to his or her actual period of service during that year; (iii) continued health and welfare benefits and perquisites for the two-year period following termination at no greater cost to the executive; and (iv) the payment of the cash-out of his or her equity awards, as described below.
Unless an individual equity award agreement provides the executive with immediate vesting of the award upon a change in control (in which case the terms of such award agreement will apply), under the CIC Agreement, all of the executive’s outstanding and unvested equity awards and accrued dividends at the time of the change in control occurs will be converted to cash at their target level of award, which, depending on the Company’s projected performance at the time of conversion, could be beneficial or detrimental to the executive. The converted cash will earn interest at the rate of 1.5% over the 10-year Treasury Bill rate in effect at the beginning of each month and will be paid to the executive upon the earliest to occur of (i) the second anniversary of the change in control; (ii) the date(s) on which the underlying awards would have otherwise vested or been paid; or (iii) the date of a qualifying termination of the executive’s employment under the CIC Agreement.
Special CEO Transition Arrangements
In connection with our CEO transition, the Company entered into a transitional letter agreement (each, a “Transitional Letter Agreement”) with certain of its executive officers, including the Named
 
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Executive Officers other than Ms. Cochran. The Transitional Letter Agreements create an additional incentive to retain senior executive talent during the transition. The Transitional Letter Agreements provide that each such executive officer will be entitled to a lump-sum cash payment as set forth therein if his or her employment is terminated by the Company without “Cause” ​(as such term is defined in the Transitional Letter Agreements) during the period beginning on November 1, 2023 and ending on October 31, 2024 (with respect to Mr. Wolfson), September 30, 2025 (with respect to Ms. Daily and Ms. Roberts), or October 31, 2025 (with respect to Mr. Pommells).
In addition, the Company entered into Consulting Agreements (each, a “Consulting Agreement”) with certain senior executive officers who serve in key roles supporting the Chief Executive Officer of the Company and who are at or near retirement eligibility (each, a “Consulting Executive”), including Ms. Daily and Mr. Wolfson. The Consulting Agreements require each Consulting Executive to provide at least six months’ notice of his or her intent to retire or otherwise resign (provided that no such notice could have been given prior to May 1, 2024) and remain available to consult for the Company for one year after termination as directed by the Company, to allow for orderly transition planning of these senior roles and to allow for continued access to these executives’ skill sets following his or her eventual departure. The Company has the option to terminate the employment of a Consulting Executive prior to the end of the six-month notice period, in which case the applicable Consulting Agreement would be null and void and the termination will constitute a “Qualifying Termination” under his or her respective General Severance Agreement. To the extent the applicable Consulting Executive’s employment is not terminated prior to the end of the six months’ notice period, (i) the General Severance Agreement will automatically be nullified and terminated, and (ii) the Consulting Executive will be obliged to be available to consult with the Company, subject to certain terms and conditions set forth in the applicable Consulting Agreement, for one year in exchange for a consulting fee to be paid in installments during the one-year term. The effective result of the foregoing arrangement is that the Company can proceed in the manner it believes is more advantageous to the Company — either severing the employment relationship with the Consulting Executive and triggering the General Severance Agreement or engaging the Consulting Executive for an additional year in a consultative capacity.
Perquisites
Other than participation in benefit plans that are broadly applicable to our full-time employees, we provide very limited perquisites and other benefits to our Named Executive Officers. Indeed, we only provide to our executive officers a modest financial planning assistance benefit and the availability of a concierge medical service.
All perquisites that are received by Named Executive Officers are reflected in the Summary Compensation Table on pages 39 – 41 of this proxy statement under the “All Other Compensation” column and related footnote.
As far as other perquisites are concerned, we note that:

Named Executive Officers do not have use of a Company vehicle;

Named Executive Officers may not schedule the Company aircraft for personal travel;

We do not have a defined benefit pension plan or SERP; and

We do not provide perquisites that are provided by many other companies, such as club memberships or drivers.
Section 5. Other Executive Compensation Policies and Guidelines
Stock Ownership Guidelines
We have stock ownership guidelines (the “Ownership Guidelines”) that apply to all executive officers and our non-employee directors, and that are posted on our website at www.crackerbarrel.com. The Ownership Guidelines reflect the Compensation Committee’s belief that executives and directors should accumulate a meaningful level of ownership in Company stock to align their interests with shareholders. The Ownership Guidelines are based on a multiple of base salary for executive officers and the base annual
 
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cash retainer for non-employee directors. The Chief Executive Officer’s guideline is five times base salary, the Chief Financial Officer’s guideline is three times base salary, and any other executive officer’s guideline is two times base salary. No executive officer may sell or otherwise dispose of any shares until his or her aggregate ownership satisfies these requirements. Our non-employee directors are subject to a guideline of six times the annual base cash retainer paid to such non-employee director. Calculations to determine compliance with the Ownership Guidelines are made during the first quarter of each year, and are based upon (i) with respect to executive officers, each officer’s base salary applicable at the time of such calculation and (ii) the average closing price of the Company’s common stock, as reported by Nasdaq, for each trading day during the last 30 calendar days of the preceding year and the first 30 calendar days of the year in which the calculation is performed. For 2024, the Ownership Guidelines for our Named Executive Officers were as follows:
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
*
Ms. Cochran ceased to serve as Chief Executive Officer in November 2023 and retired as our Executive Chair in February 2024.
Executive officers and non-employee directors must retain 100% of the net number of shares of common stock acquired (after payment of exercise price, if any, and taxes) upon the exercise of stock options and the vesting of restricted stock or RSUs granted until they achieve compliance with the applicable guideline. Once achieved, ownership of the guideline amount must be maintained for as long as the executive officers and non-employee directors are subject to the Ownership Guidelines. Executive officers and non-employee directors who do not comply with the Ownership Guidelines may not be eligible for future equity awards. If an executive officer or non-employee director falls below the required ownership threshold, he or she is prohibited from selling shares of Company common stock until he or she meets the ownership thresholds.
Anti-Hedging and Anti-Pledging Policy
The Company’s anti-hedging and anti-pledging policy (the “Anti-Hedging and Anti-Pledging Policy”) prohibits directors and officers from directly or indirectly engaging in hedging against future declines in the market value of the Company’s securities through the purchase of financial instruments designed to offset such risk and from pledging the Company’s securities as collateral for margin and other loans. The Compensation Committee considers it improper and inappropriate for directors and officers of the Company to engage in hedging transactions to mitigate the impact of changes in the value of the Company’s securities.
Similarly, placing the Company’s securities in a margin account or pledging them as collateral may result in their being sold without the director’s or officer’s consent or at a time when the director or officer is in possession of material nonpublic information of the Company. When any of these types of transactions occurs, the director’s or officer’s incentives and objectives may be less closely aligned with those of the Company’s other shareholders, and the director’s or officer’s incentive to improve the Company’s performance may be (or may appear to be) compromised. Under the Anti-Hedging and Anti-Pledging Policy, no director or officer may, directly or indirectly, engage in any hedging transaction that reduces or limits the director’s or officer’s economic risk with respect to the director’s or officer’s holdings, ownership or interest in the Company’s securities, including outstanding stock options, stock appreciation rights or other compensation awards the value of which are derived from, referenced to or based on the value or market price of the Company’s securities.
Prohibited transactions include the purchase by a director or officer of financial instruments, including, without limitation, prepaid variable forward contracts, equity swaps, collars, puts, calls or other derivative
 
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securities that are designed to hedge or offset a change in market value of the Company’s securities, as well as any transaction that places the Company’s securities in a margin account or pledges them as collateral for loans or other obligations.
Recoupment Provisions
The Company may recover any incentive compensation awarded or paid, including our 2024 Annual Bonus payments, pursuant to an incentive plan based on (i) achievement of financial results that were subsequently the subject of a restatement due to material noncompliance with any financial reporting requirement under either GAAP or the federal securities laws, other than as a result of changes to accounting rules and regulations, or (ii) a subsequent finding that the financial information or performance metrics used by the Compensation Committee to determine the amount of the incentive compensation were materially inaccurate, in each case regardless of individual fault. In addition, the Company may recover any incentive compensation awarded or paid pursuant to any incentive plan based on a participant’s conduct which is not in good faith and which materially disrupts, damages, impairs or interferes with the business of the Company and its affiliates.
In order to comply with the applicable provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and requirements of Nasdaq (including Rule 5608 of the Nasdaq listing rules), the Company has adopted the Cracker Barrel Old Country Store, Inc. Nasdaq Executive Compensation Recovery Policy (“Nasdaq Clawback Policy”). In addition to the Company’s rights of recoupment as outlined above, the Nasdaq Clawback Policy subjects any incentive-based compensation paid to an executive officer after October 3, 2023 to recoupment if and to the extent the same was paid on the basis of financial results in respect of any of our three most recently completed fiscal years, which results were later restated. The Nasdaq Clawback Policy further authorizes the Compensation Committee to use a variety of means to effect any such recoupment, including the withholding of cash compensation, and cancelling, adjusting or offsetting against some or all outstanding vested or unvested equity awards.
Insider Trading Policy
The Company has adopted a Statement of Policy Regarding Insider Trading and integrated Special Trading Procedures Policy that governs the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. A copy of the Company’s Statement of Policy Regarding Insider Trading and integrated Special Trading Procedures Policy was filed as an exhibit to our Annual Report on Form 10-K for the year ended August 2, 2024.
Impact of Tax and Accounting Treatments on Compensation
Although the accounting and tax treatment of executive compensation generally has not been a factor in the Compensation Committee’s decisions regarding the amounts of compensation paid to our executive officers, it has been a factor in the compensation mix as well as the design of compensation programs. We have attempted to structure our compensation to maximize the tax benefits to the Company (e.g., deductibility for tax purposes) and to appropriately reward performance. The accounting treatment of differing forms of equity awards presently used to compensate our executives varies. However, the accounting treatment is not expected to have a material effect on the Compensation Committee’s selection of differing types of equity awards.
Sections 280G and 4999
As described above, Ms. Masino is a party to the Masino Employment Agreement, and we provide our Named Executive Officers other than Ms. Masino with General Severance and CIC Agreements. Neither Ms. Masino nor any of our other Named Executive Officers has a right under these agreements or otherwise to receive any gross-up payment to reimburse such executive officer for any excise tax under Sections 280G and 4999 of the Code.
Section 162(m)
The Compensation Committee has historically considered the impact of Section 162(m) of the Code in the design of its compensation strategies. Under Section 162(m) of the Code, compensation paid to executive
 
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officers in excess of $1.0 million in any year cannot be taken by us as a tax deduction unless the compensation constitutes “qualified performance-based compensation” within the meaning of Section 162(m). The Compensation Committee and the Company designed our compensation structure in an attempt to maximize deductibility of compensation under Section 162(m) to the extent practicable while maintaining a competitive, performance-based compensation program. However, the Compensation Committee and the Company also believe that they must (and do) reserve the right to award compensation which they each deem to be in the best interests of the Company and our shareholders, but which may not be fully tax deductible under Section 162(m). Moreover, this exception allowing the full deductibility of “qualified performance-based compensation” does not apply to compensation paid after January 1, 2018 unless paid pursuant to a written binding contract that was in effect on November 2, 2017.
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis (“CD&A”) included in this proxy statement. Based on its review and discussions of the CD&A with management, the Compensation Committee recommended to our Board of Directors that the CD&A be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for 2024.
This report has been submitted by the members of the Compensation Committee:
Gilbert R. Dávila, Chair
Thomas H. Barr
Meg G. Crofton
John Garratt
Cheryl Henry
 
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COMPENSATION TABLES AND INFORMATION
Summary Compensation Table
The following table sets forth information regarding the compensation for the Named Executive Officers during 2024, 2023 and 2022.
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
(1)
Amounts in this column reflect the actual base salary earned by the NEO in 2024, 2023 and 2022, including any deferred amounts reported in the Non-Qualified Deferred Compensation Table. In July, the company moved from 24 pay cycles to 26 pay cycles. The amounts shown in this column reflect the last two pay periods paid based on 26 pay cycles.
(2)
The amounts disclosed in this column reflect the aggregate grant date fair value of awards for 2024, 2023 and 2022, calculated in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). Specifically, the amounts provided for 2024 reflect the aggregate grant date fair value of the Named Executive Officer’s (i) time-based award under the 2024 Time-based RSU and (ii) target number of performance-based awards under the 2024 LTPP.
For the performance-based awards, the aggregate grant date fair value has been determined assuming the probable outcome of the performance condition on the date of the grant (i.e., the achievement of the target performance level). Assuming an outcome of performance conditions at the maximum level for the performance-based awards, the aggregate grant date fair value of all the stock awards made to each Named Executive Officer in 2024 (including the time-based award) are as follows:
 
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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
For information regarding the compensation cost of the awards and the assumptions used to calculate the grant date fair value of the awards, see Note 9 to the Consolidated Financial Statements included or incorporated by reference in the Company’s Annual Report on Form 10-K for 2024 and Note 9 and Note 10 to the Consolidated Financial Statements included or incorporated by reference in the Company’s Annual Report on Form 10-K for 2023 and 2022, respectively.
(3)
Amounts in this column reflect payments earned by the NEO in 2024, 2023 and 2022 under our Annual Bonus Plan for such years, including any deferred amounts reported in the Non-Qualified Deferred Compensation Table.
(4)
The table below sets forth information regarding each component of compensation included in the “All Other Compensation” column of the Summary Compensation Table above.
(5)
Ms. Masino joined the Company as Chief Executive Officer-Elect on August 7, 2023. The amount included for Ms. Masino in 2024 under the column entitle “Stock Awards” includes a one-time grant of 4,974 shares of restricted stock issued to Ms. Masino upon her joining the Company in 2024. These shares will vest in three equal installments on the first, second, and third anniversaries of the grant.
(6)
Ms. Cochran retired as the Company’s President and Chief Executive Officer on November 1, 2023 and as the Company’s Executive Chair on February 22, 2024.
(7)
Mr. Pommells joined the Company as Chief Financial Officer on December 6, 2021. The amount included for Mr. Pommells in 2022 under the column entitle “Stock Awards” includes a one-time grant of 3,929 shares of restricted stock issued to Mr. Pommells upon his joining the Company in 2022. These shares will vest on December 6, 2024.
(8)
The amount included for Mr. Pommells for 2023 under the column entitled “Restricted Stock/RSU Awards” includes a one-time grant of 19,368 shares of restricted stock issued to Mr. Pommells on September 22, 2022. These shares will vest in two equal installments on September 30, 2025 and September 30, 2026.
(9)
The amount included for Ms. Roberts for 2024 under the column entitled “Restricted Stock/RSU Awards” includes a one-time grant of 14,459 shares of restricted stock issued to Ms. Roberts on September 21, 2023 in recognition of her individual performance and to incentivize her retention. These shares vest in two equal installments on September 30, 2024, and September 30, 2025.
(10)
The amount included for Ms. Daily for 2022 under the column entitled “Restricted Stock/RSU Awards” includes a one-time grant of 2,500 shares of restricted stock issued to Ms. Daily on September 22, 2021, in recognition of her performance and to incentivize her retention. These shares will vest on September 30, 2024.
(11)
The amount included for Ms. Daily for 2023 under the column entitled “Restricted Stock/RSU Awards” includes a one-time grant of 7,263 shares of restricted stock issued to Ms. Daily on September 22, 2022 in recognition of her performance and to incentivize her retention. These shares will vest on September 30, 2025.
 
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All Other Compensation
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
(1)
We provide supplemental long-term disability insurance and life insurance to our executives and certain other employees. The amounts disclosed in this column represent the premiums paid by the Company on behalf of the NEO.
(2)
The amounts disclosed in this column represent 2024 cash dividend equivalents which were or will be paid to the NEO upon the vesting of (i) the 2024 LTPP and 2023 LTPP awards (at an assumed target level of performance), and (ii) the 2024, 2023, and 2022 Time-based RSU Grants, and (iii) any other time-based RSAs or RSUs granted to an NEO that vested in 2024 or were unvested at the end of 2024. These amounts will be settled in cash upon the vesting of the shares underlying such awards.
(3)
The amount in this column with respect to Ms. Masino represents a lump sum payment for relocation costs as outlined in the Masino Employment Agreement.
(4)
The amount in this column with respect to Ms. Cochran represents a lump sum payment equal to the full monthly COBRA premium amount as outlined in the Cochran Employment Agreement.
 
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Grants of Plan-Based Awards Table
The following table sets forth information regarding grants of plan-based awards made to the Named Executive Officers during 2024.
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
(1)
The amounts shown reflect the possible aggregate payouts under the 2024 annual bonus plan at the “threshold,” “target” and “maximum” levels, pro-rated, in the case of Ms. Masino, to actual dates of service. Actual payouts to each NEO for 2024 were 92.77% of target and are disclosed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. For a discussion of the 2024 annual bonus plan and the 2024 payouts, see “Executive Compensation — Compensation Discussion and Analysis — 2024 Compensation Plans — Annual Bonus Plan.”
(2)
The amounts shown reflect the possible payouts (at grant date fair value) for the LTPP Awards granted under the 2024 LTPP. The grant date fair value of these awards, based on the probable outcome of the relevant performance conditions as of the grant date (computed in accordance with ASC Topic 718) is the amount reported in the “Stock Awards” column of the Summary Compensation Table. Each Named Executive Officers was eligible to receive up to a maximum of 200% of his or her 2024 LTPP target. For a discussion of the 2024 Long-Term Incentive Program, see “Executive Compensation — 2024 Compensation Plans — Long-Term Incentives.”
(3)
The amounts disclosed in this column reflect the Time-based RSU Grant and one-time grants of restricted stock awarded to each executive in 2024.
(4)
The amounts disclosed in this column reflect the aggregate grant date fair value of the awards calculated in accordance with ASC Topic 718. For the performance-based awards (i.e., the 2024 LTPP), the aggregate grant date fair value has been determined assuming the probable outcome of the performance
 
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condition on the date of the grant (i.e., the achievement of the target performance level), excluding the effect of estimated forfeitures. For information regarding the compensation cost of the awards and the assumptions used to calculate grant date fair value of the awards, see Note 9 to the Consolidated Financial Statements included or incorporated by reference in the Company’s Annual Report on Form 10-K for 2024.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Employment Agreements with Named Executive Officers
Our employment agreements with Named Executive Officers are further described below.
Employment Agreement with Julie Masino
As described on page 32 of this proxy statement, the Company and Ms. Masino are parties to the Masino Employment Agreement. Under the Masino Employment Agreement, Ms. Masino currently serves as the Company’s President and Chief Executive Officer. As President and Chief Executive Officer, Ms. Masino reports to our Board, and will be nominated annually by our Board of Directors to serve as a director throughout her employment. Ms. Masino receives an annual base salary of $1,000,000 and an annual bonus opportunity with a target of not less than 125% of annual base salary. Additionally, with respect to any of the Company’s long-term incentive plans, Ms. Masino’s target aggregate award value under such plans is not less than 360% of her annual base salary. Ms. Masino is eligible to participate in the benefit programs and will be entitled to an annual paid vacation commensurate with the Company’s established policy applicable to senior executive officers of the Company. Future adjustments to salary, annual bonus and long-term incentive awards to Ms. Masino will be as recommended by the Compensation Committee and approved by our Board.
As described on page 32 of this proxy statement, the Masino Employment Agreement provides for certain benefits and imposes certain obligations if the Masino Employment Agreement is terminated without “cause” or “good reason” ​(as defined in the Masino Employment Agreement) and contains certain rights in the event of a change in control of the Company.
Employment Agreement with Sandra B. Cochran
As described on page 33 of this proxy statement, the Company and Ms. Cochran are parties to the Cochran Employment Agreement. In February 2024, our Board determined that Ms. Cochran had delivered all of the benefits that the Board had intended when it structured our CEO transition and entered into the Cochran Employment Agreement, and, consequently, exercised its right to terminate the Cochran Employment Agreement and accelerate the Retirement Date to February 22, 2024. As a result of this decision, the Company was obligated to pay to Ms. Cochran (i) accrued but unpaid base salary, any compensation previously deferred, accrued but unpaid vacation, any accrued but unpaid cash incentive compensation earned in respect of a prior fiscal year, and other accrued amounts or benefits (“accrued obligations”); (ii) her base salary through September 30, 2024, payable in installments on normal payroll dates throughout the term; (iii) her annual cash incentive bonus for 2024, payable at the same time and manner as they are paid to peer executives at the Company; and (iv) a lump sum payment in an amount equal to the full monthly premiums for continued coverage under COBRA through September 30, 2024.
Severance Plan and Management Retention Agreements
As described on pages 33 – 34 of this proxy statement, our executive officers, including all of our Named Executive Officers other than Ms. Masino and Ms. Cochran, are parties to the General Severance Agreement and a CIC Agreement which provide them with certain benefits and impose on them certain obligations in the event their employment is terminated without “cause” or “good reason” ​(as defined in these agreements), either in the normal course or following a change in control of the company, respectively. For the reasons described previously, we believe that these agreements are important tools in recruiting and retaining key executives and that the CIC Agreement appropriately aligns the interests of our executives and our shareholders in connection with an actual or potential change of control transaction.
 
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Transitional Letter Agreements
As described on pages 34 – 35 of this proxy statement, in connection with the CEO transition, the Company entered into a Transitional Letter Agreement with certain of its executive officers (other than Mses. Masino and Cochran), including Craig Pommells, Laura Daily, Donna Roberts and Richard Wolfson. The Transitional Letter Agreements create additional incentive to retain senior executive talent and provide for additional severance if the Company terminates their employment without “Cause” ​(as such term is defined in the Transitional Letter Agreements) during the period beginning on November 1, 2023 and ending on October 31, 2024 (with respect to Mr. Wolfson), September 30, 2025 (with respect to Ms. Daily and Ms. Roberts), or October 31, 2025 (with respect to Mr. Pommells).
Consulting Agreements
As described on pages 34 – 35 of this proxy statement, in connection with the CEO transition, the Company entered into Consulting Agreements with certain senior executive officers who serve in key roles supporting the Chief Executive Officer of the Company and who are at or near retirement eligibility, including Ms. Daily and Mr. Wolfson. The Consulting Agreements are intended to ensure that the Consulting Executives provided substantial notice of any intent to leave the Company and provide the Company with the unilateral option to have continued access to their services, knowledge, and experience after their employment relationship with the Company has ended.
 
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Outstanding Equity Awards at Fiscal Year-End Table
The following table sets forth information regarding equity awards held by the Named Executive Officers as of August 2, 2024.
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
 
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(1)
This award represents the 2024 LTPP Award. The 2024 LTPP Award has a three-year performance period, which ends on July 31, 2026. Actual awards will be distributable following the end of the performance period so long as the NEO remains employed by the Company on such date. The number of shares reflected assumes a target level of payout.
(2)
This award represents the 2023 LTPP Award. The 2023 LTPP Award has a three-year performance period, which ends on August 1, 2025. Actual awards will be distributable following the end of the performance period so long as the NEO remains employed by the Company on such date. The number of shares reflected assumes a target level of payout.
(3)
This award represents the 2022 LTPP Award. The 2022 LTPP Award has a three-year performance period, which ends on August 2, 2024. Actual awards will be distributable following the end of the performance period so long as the NEO remains employed by the Company on such date. The number of shares reflected assumes a target level of payout.
(4)
This award represents the 2022 LTPP Award. The 2022 LTPP Award has a three-year performance period, which ends on August 2, 2024. Actual awards will be distributable following the end of the performance period so long as the NEO remains employed by the Company on such date. The number of shares reflected assumes a target level of payout.
(5)
This award represents the 2023 Time-based RSU Grant. This award ratably vests over a three-year period, with the first vesting having occurred on September 30, 2023. The remaining shares will vest on September 30, 2024, and September 30, 2025, so long as the NEO remains employed by the Company on such dates.
(6)
This award represents the 2024 Time-based RSU Grant. This award ratably vests over a three-year period, with the first vesting occurring on September 30, 2024. The remaining shares will vest on September 30, 2025, and September 30, 2026, so long as the NEO remains employed by the Company on such dates.
(7)
This is an RSA granted to Ms. Masino upon joining the company in fiscal 2024. The award will vest in three installments, on August 7, 2024, August 7, 2025, and August 7, 2026.
(8)
This is an RSA granted to Mr. Pommells in connection with his joining the Company. The award will vest on December 6, 2024, so long as he remains employed by the Company on such date.
(9)
This is an RSA granted to Mr. Pommells in fiscal 2023. The award will vest in two installments, on September 30, 2025, and September 30, 2026, so long as he remains employed by the Company on such dates.
(10)
This is an RSA granted to Ms. Roberts in fiscal 2024. The award will vest in two installments on September 30, 2025 and September 30, 2026.
(11)
This is an RSA granted to Ms. Daily in connection with her assumption of additional executive duties in fiscal 2022. The award will cliff-vest vest on September 30, 2024, so long as Ms. Daily remains employed by the Company on such date.
(12)
This is an RSA granted to Ms. Daily in fiscal 2023. The award will cliff-vest vest on September 30, 2025, so long as Ms. Daily remains employed by the Company on such date.
(13)
The amounts disclosed in this column reflect the aggregate market value determined based on a per share price of $42.04, the closing price for our common stock as quoted on the Nasdaq Global Select Market on August 2, 2024.
Option Exercises and Stock Vested Table
The following table sets forth information, for the Named Executive Officers, regarding the number of shares acquired upon the vesting of restricted stock and the value realized, each before payment of any applicable withholding tax and broker commissions. No stock options were exercised by Named Executive Officers in 2024.
 
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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