UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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. )
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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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):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
![[MISSING IMAGE: lg_crackerbarrel-pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-106955/lg_crackerbarrel-pn.jpg)
![[MISSING IMAGE: lg_crackerbarrel-pn.jpg]](/files/DEF 14A/0001104659-23-107368/lg_crackerbarrel-pn.jpg)
Dear Shareholder:
We have enclosed with this letter the proxy statement for our 20222023 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 17, 2022,16, 2023, at 10:00 am Central Time via a live webcast, at www.cesonlineservices.com/cbrl22_vm.cbrl23_vm. To participate in the Annual Meeting, you must pre-register at www.cesonlineservices.com/cbrl22_vmcbrl23_vm by 10:00 a.m., Central Time, on November 16, 2022.15, 2023.
At the Annual Meeting, you will have an opportunity to vote on the following proposals: (1) to elect eleventen 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 select, on an advisory basis, the frequency with which shareholders of the Company will have an advisory vote on the compensation of the Company’s named executive officers; and (3)(4) to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for our 20232024 fiscal year.
This year, we have elected to provide access to our proxy materials over the Internet under the SEC’s “notice and access” rules.
Whether or not you expect to virtually attend the Annual Meeting, please vote and submit your proxy as soon as possible via the Internet, by phone, or, if you have requested to receive printed proxy materials, by mailing the proxy card enclosed with those materials. This will not prevent you from voting at the Annual Meeting, but will help to secure a quorum and avoid added solicitation costs. If you decide later to virtually attend the Annual Meeting, you may withdraw your proxy at any time and vote your shares at the Annual Meeting. We want your vote to be represented at the Annual Meeting.
Sincerely,
![[MISSING IMAGE: sg_sandracochran-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-106955/sg_sandracochran-bw.jpg)
![[MISSING IMAGE: sg_sandrabcochran-bw.jpg]](/files/DEF 14A/0001104659-23-107368/sg_sandrabcochran-bw.jpg)
Sandra B. Cochran
President and Chief Executive Officer
October 7, 20226, 2023
305 Hartmann Drive
Lebanon, Tennessee 37087
Lebanon, Tennessee 37087
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
| | DATE OF MEETING: | | | November | |
| | TIME OF MEETING: | | | 10: | |
| | PLACE OF MEETING: | | | Webcast at www.cesonlineservices.com/ | |
| | ITEMS OF BUSINESS: | | | (1) to elect | |
| | | | | (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 select, on an advisory basis, the frequency with which shareholders of the Company will have an advisory vote on the compensation of the Company’s named executive officers; | |
| | | | | (4) to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the | |
| | | | | (5) to conduct other business properly brought before the meeting. | |
| | WHO MAY VOTE/ RECORD DATE: | | | You may vote if you were a shareholder at the close of business on September | |
| | NOTICE AND ACCESS: | | | We are mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to many of our shareholders instead of paper copies of our proxy statement and our | |
| | | *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/ attend the Annual Meeting and vote during the meeting via a live audio webcast by visiting www.cesonlineservices.com/ | | |
Whether or not you plan to virtually attend the Annual Meeting, we ask that you vote as soon as possible. Promptly voting will help ensure that the greatest number of shareholders will be present whether virtually or by proxy. You may vote over the Internet, as well as by telephone, or, if you requested to receive printed proxy materials, by mailing the proxy card enclosed with those materials. Please review the instructions on each of your voting options described in this proxy statement, as well as in the Notice you received in the mail.
If you virtually attend the Annual Meeting, you may revoke your proxy at the Annual Meeting and vote your shares virtually. You may revoke your proxy at any time before the proxy is exercised. Should you desire to revoke your proxy, you may do so as provided in the accompanying proxy statement.
| | | | | | | | By Order of our Board of Directors, | |
| | | | | | | | ![[MISSING IMAGE: sg_richardmwolfson-bw.jpg]](/files/DEF 14A/0001104659-23-107368/sg_richardmwolfson-bw.jpg) | |
| | | | | | | | Richard M. Wolfson | |
| | | | | | | | Secretary | |
![[MISSING IMAGE: sg_richardwolfson-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-106955/sg_richardwolfson-bw.jpg){kind=small}
Lebanon, Tennessee
October 7, 20226, 2023
| | | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON NOVEMBER 16, 2023: The Notice of Internet Availability of Proxy Materials, Notice of Meeting and Proxy Statement are available free of charge at: www.proxyvote.com or at www.viewourmaterial.com/CBRL | | |
CRACKER BARREL OLD COUNTRY STORE, INC.
305 Hartmann Drive
Lebanon, Tennessee 37087
Telephone: (615) 444-5533
305 Hartmann Drive
Lebanon, Tennessee 37087
Telephone: (615) 444-5533
PROXY STATEMENT FOR 20222023 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 17, 202216, 2023 (the “Annual Meeting”). If you requested a printed version of the proxy statement, a form of 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 30, 2022,29, 2023, the record date for the Annual Meeting. We are sending this proxy statement and the form of 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 proxy card?
If you receive multiple proxy statements or 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 American Stock Transfer & Trust Company (“AST”). You can contact AST by calling (800) 485-1883.
Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
Pursuant to rules adopted by the SEC, the Company will use the Internet as the primary means of furnishing proxy materials to shareholders. Accordingly, the Company is sending a Notice to the Company’s shareholders. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or request a printed set of the complete proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages shareholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings and the cost to the Company associated with the physical printing and mailing of materials.
How can I get electronic access to the proxy materials?
The Notice explains how to:
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view the Company’s proxy materials for the Annual Meeting on the Internet; and
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instruct the Company to send future proxy materials to you by email.
The Company’s proxy materials are also available on the Company’s website at http://investor.crackerbarrel.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
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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 a single copy of the Notice and, if applicable, the proxy materials to multiple shareholders sharing an address, unless we receive instructions to the contrary from one or more of the shareholders. To receive a separate copy of the Notice and, if applicable, this proxy statement and the 20212023 Annual Report, shareholders may call our transfer agent, AST, toll free at (800) 485-1883, 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.
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, our directors and employees may solicit proxies in person, by mail, by telephone, via the Internet, press releases or advertisements. Directors and employees will not be paid any additional compensation for soliciting proxies, but Okapi Partners LLC (“Okapi”), our proxy solicitor, will be paid a fee, estimated to be approximately $15,000,$8,000, for rendering solicitation services.
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 30, 2022.29, 2023.
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/cbrl22_vmcbrl23_vm prior to the deadline of November 16, 202215, 2023 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/cbrl22_vm.cbrl23_vm. Please have your 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 16, 2022.15, 2023.
If you do not have your proxy card, you may still register to attend the Annual Meeting by accessing www.cesonlineservices.com/cbrl22_vm,cbrl23_vm, but you will need to provide proof of ownership of shares 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 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/cbrl22_vmcbrl23_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 17, 2022,16, 2023, we encourage you to access the meeting site prior to the start time to allow ample time to log into the meeting
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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 17, 2022,16, 2023, the day of the meeting.
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 available ballot 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.
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 2022annualmeeting@crackerbarrel.com2023annualmeeting@crackerbarrel.com by no later than November 3, 2022.2, 2023. We will not be entertaining comments or questions during the Annual Meeting itself. We have selected November 3, 20222, 2023 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®Store® restaurant and retail concept throughout the United States. We also own and operate the Maple Street Biscuit Company®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?
The 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
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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.
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VOTING MATTERS
What am I voting on?
You will be voting on the following matters:
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to elect eleventen directors;
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to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in this proxy statement;
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to select, on an advisory basis, the frequency with which shareholders of the Company will have an advisory vote on the compensation of the Company’s named executive officers; and
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to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our 20232024 fiscal year.
Who is entitled to vote?
You may vote if you owned shares of our common stock at the close of business on September 30, 2022.29, 2023. As of September 30, 2022,29, 2023, there were 22,167,66322,157,665 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 30, 202229, 2023 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 also will 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 provided in the Notice, (2) by mail, if you requested printed copies of the proxy materials, by filling out the form of proxy card and sending it back in the envelope provided, or (3) by telephone, if you requested printed copies of the proxy materials, by calling the toll free number found on the proxy card.
If you requested printed copies of the proxy materials, and properly sign and return your proxy card and return it 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, 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 the Notice. 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
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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.
How will abstentions and broker non-votes be treated?
Abstentions and 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 (i) either in favor of or against a particular proposal, or (ii) for the frequency with which we will hold future advisory votes on named executive officer compensation, unless such proposal is a “routine” matter under applicable rules. The only “routine” matter to be presented at the Annual Meeting is Proposal 3:4: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm.
Will my shares held in street name be voted if I do not provide my proxy?
On certain “routine” matters, brokerage firms have the discretionary authority to vote shares for which their customers do not provide voting instructions. The only “routine” matter to be presented at the Annual Meeting is Proposal 3:4: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm.
How will my proxy be voted?
The individuals named on the proxy card will vote your proxy in the manner you indicate on the proxy card.
What if I return my signed proxy card or complete Internet or telephone procedures but do not specify my vote?
If you sign and return your 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:
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FOR the election of each of the eleventen director nominees named in this proxy statement;
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FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in this proxy statement; and
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FOR EVERY ONE YEAR as the frequency of future advisory votes to approve the compensation of the Company’s named executive officers; and
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FOR ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our 20232024 fiscal year.
Can I change my mind and revoke my proxy?
Yes. To revoke a proxy given pursuant to this solicitation, you must:
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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;
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provide our Corporate Secretary with a written notice of revocation dated later than the date of the proxy at or before the Annual Meeting;
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re-vote by using the telephone and calling the number specified in the Notice;
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re-vote by using the Internet by following the instructions in the Notice; or
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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.
What vote is required to approve each proposal?
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Proposal 1: Election of eleventen directors.
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The affirmative vote of a plurality of the votes cast by the shareholders entitled to vote at the Annual Meeting is required for the election of directors. 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.
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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 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: Advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers.
We are asking our shareholders to vote, on an advisory and non-binding basis, for their preference as to how frequently the advisory vote on the executive compensation of the Company’s named executive officers should be presented to shareholders. By voting with respect to this proposal, you may indicate whether you would prefer that we conduct future advisory votes on the compensation of the named executive officers “EVERY ONE YEAR,” “EVERY TWO YEARS” or “EVERY THREE YEARS,” or you may elect to “ABSTAIN.” Shareholders are not voting to approve or disapprove of our Board of Directors’ recommendation. Rather, the outcome of this advisory vote regarding the frequency of a shareholder advisory vote will be determined by which frequency — every one year, every two years or every three years — receives the greatest number of votes cast. If you vote “ABSTAIN” on this proposal via a properly executed proxy card, the Internet or telephone, your vote will not be counted as cast for any of the three frequency alternatives in this proposal. Broker non-votes likewise will not be treated as cast for any of the three frequency alternatives in this proposal. Accordingly, neither abstentions nor broker non-votes will have any legal effect on the outcome of the vote.
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Proposal 4: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our 20232024 fiscal year.
Shareholder ratification of the appointment of our independent registered public accounting firm is not required, but the 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 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. This proposal is considered routine, and thus if you hold your shares in street name, your broker may vote your shares for you absent any other instructions from you. Abstentions will not 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.
How do you recommend that I vote on these items?
The Board of Directors recommends that you vote:
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FOR the election of each of the eleventen director nominees named in this proxy statement;
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FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in this proxy statement; and
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FOR EVERY ONE YEAR as the frequency of future advisory votes to approve the compensation of the Company’s named executive officers; and
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FOR ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our 20232024 fiscal year.
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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 ChairmanChairperson 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 ChairmanChairperson 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 member of our Board of Directors are set forth in this proxy statement under “PROPOSAL 1: ELECTION OF DIRECTORS,” beginning on page 5259 of this proxy statement.
Board Meetings
Our Board of Directors met seven6 times during 2022. Each director2023. All of our directors 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 2022 and all2023, with the exception of Mr. Barr, who attended 67% of the aggregate number of meetings of the full Board of Directors. All of our directors attended at least 75% of the 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 2022.2023.
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 2023of Meetings in | |
AUDIT: Carl T. Berquist, Chair Jody L. Bilney William Moreton* Gisel Ruiz Darryl L. (“Chip”) Wade Andrea M. Weiss** * Mr. Moreton joined this Committee as of February 1, 2023. ** Ms. Weiss is not standing for reelection. | | | • 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 the | | | 7 | |
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| Name of Committee and Members | | | Functions of the Committee | | | Number 2023of Meetings in | |
| | | | • 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: Coleman H. Peterson, Chair* Thomas H. Barr Meg G. Crofton Gilbert R. Dávila William Moreton** * Mr. Peterson is not standing for reelection. ** Mr. Moreton joined this Committee as of February 1, 2023. | | | • 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 the Board of Directors for • 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 | | | 8 | |
NOMINATING AND CORPORATE GOVERNANCE: Meg G. Crofton, Chair Carl T. Berquist Coleman H. Peterson* Gisel Ruiz * Mr. Peterson is not standing for re-election. | | | • 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 2023of Meetings in | |
PUBLIC RESPONSIBILITY: Andrea M. Weiss, Chair* Thomas H. Barr Jody L. Bilney Gilbert R. Dávila Darryl L. (“Chip”) Wade * Ms. Weiss is not standing for reelection. | | | • Assists the 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 the Board of Directors regarding how the Company can anticipate and adjust to these trends • Assist the 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 the 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 the Board of Directors regarding the Company’s response to such proposals | | | 3 | |
EXECUTIVE: William W. McCarten, Chair* Sandra B. Cochran Carl T. Berquist Meg G. Crofton Coleman H. Peterson* Andrea M. * Mr. McCarten, Mr. Peterson, and Ms. | | | • Meets at the call of the Chief Executive Officer or • 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 | |
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Board Leadership Structure and Chief Executive Officer Transition
Our Board of Directors regularly considers the appropriate leadership structure for the Company, and believes that its current leadership structure for fiscal year 2023, with anthe separation of the positions of the independent director (Mr. McCarten) serving as ChairmanChairperson and Ms. Cochran serving as the Chief Executive Officer best servesserved (i) the objectives of the Board of Directors’ oversight of management, (ii) the ability of the Board of Directors to carry out its roles and
responsibilities on behalf of the shareholders, and (iii) the Company’s overall corporate governance. Mr. McCarten has served as the Company’s independent Board Chairman since September 2019.
Notwithstanding our current leadership structure, our Board of Directors has concluded that it is important for the Board of Directors to retain flexibility in exercising its judgment to determine whether the same individual should serve as both Chief Executive Officer and ChairmanChairperson 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 Chairman,Chairperson, while maintaining the ability to combine or separate the ChairmanChairperson and Chief Executive Officer roles when appropriate. Accordingly, at different points in time, the Chief Executive Officer and ChairmanChairperson 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 the Board of Directors believes is in the best interests of our shareholders, based on the circumstances at the time. By way
As previously announced, in preparation for her retirement in 2024, Ms. Cochran will step down as President and Chief Executive Officer effective November 1, 2023 and will continue her service on the Company’s Board of example,Directors as Executive Chair through her retirement from the Company as of September 30, 2024 or such earlier date that the Board of Directors may determine upon 30 days’ prior written notice to Ms. Cochran. Julie Masino will assume the role of President and Chief Executive Officer and be appointed to the Board of Directors effective as of November 1, 2023.
In connection with our chief executive officer transition, the Board has determined that it is in the eventbest interests of a departurethe Company and its shareholders to continue to have the positions of eitherChairperson of the Board and Chief Executive Officer filled by different individuals. This leadership structure will allow our Chief Executive Officer or Chairman,to focus on the Company’s day-to-day operations and the Company’s long-term strategy, while allowing our Executive Chair to lead the Board and provide the Board with the continued benefit of her decades of experience. The Board believes that this leadership structure will provide the Board with an optimal use of Ms. Cochran’s and Ms. Masino’s combined extensive knowledge of our industry and enable clear communication between management and the Board.
Our Board of Directors continues to believe that it is important to continue to have a lead independent director who will play an active role and oversee many of the functions that an independent chair would otherwise perform. Mr. McCarten, who has served as the Company’s independent Board Chairperson since September 2019, is not standing for reelection at the 2023 Annual Meeting. Pending his re-election to the 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 knowledgeCarl T. Berquist will begin serving as our Board of our business and whether the directors considered it in the best interest of the Company to combine the positions.Directors’ lead independent director immediately following this year’s Annual Meeting.
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 Chairman,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 (ten(eleven of our eleven directors)twelve current directors, and eight of our ten director nominees), and all directors who served on the key committees
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of our Board of Directors (Audit, Compensation, Nominating and Corporate Governance, and Public Responsibility) during 20222023 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
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
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for consideration and approval. The Compensation Committee’s recommendation to the Board of Directors takes into consideration the competitiveness of total compensation relative to our restaurant and retail industry peer companies (see pages 18 – 1920-21 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 and total compensation provided to Cracker Barrel’s outside directors to be below median total compensation of the peer group and the median of similarly sized general industry companies. As a result of this analysis, the Committee recommended to the Board and the Board approved modest increases to the cash and stock compensation payable to our directors as discussed below.
Cash Compensation. In fiscal 2022,2023, upon the Compensation Committee’s recommendation, the Board approved the director cash compensation amounts set forth in the following table.table, which were unchanged from fiscal 2022 levels.
| 2022 Director Cash Compensation | | ||||||||||||
| | | | 2021 | | | 2022 | | ||||||
| Independent Director | | | | $ | 75,000 | | | | | $ | 80,000 | | |
| Independent Board Chairman | | | | $ | 55,000 | | | | | $ | 65,000 | | |
| Audit Committee | | | | | | | | | | | | | |
| Chair | | | | $ | 25,000 | | | | | $ | 30,000 | | |
| Member | | | | $ | 14,000 | | | | | $ | 14,000 | | |
| Compensation Committee | | | | | | | | | | | | | |
| Chair | | | | $ | 20,000 | | | | | $ | 25,000 | | |
| Member | | | | $ | 12,500 | | | | | $ | 12,500 | | |
| Nominating and Corporate Governance Committee | | | | | | | | | | | | | |
| Chair | | | | $ | 15,000 | | | | | $ | 17,500 | | |
| Member | | | | $ | 7,500 | | | | | $ | 10,000 | | |
| Public Responsibility Committee | | | | | | | | | | | | | |
| Chair | | | | $ | 15,000 | | | | | $ | 17,500 | | |
| Member | | | | $ | 7,500 | | | | | $ | 10,000 | | |
| Executive Committee | | | | $ | 0 | | | | | $ | 0 | | |
| | Independent Director | | | | $ | 80,000 | | |
| | Independent Board Chairperson | | | | $ | 65,000 | | |
| | Audit Committee | | | | | | | |
| | Chair | | | | $ | 30,000 | | |
| | Member | | | | $ | 14,000 | | |
| | Compensation Committee | | | | | | | |
| | Chair | | | | $ | 25,000 | | |
| | Member | | | | $ | 12,500 | | |
| | Nominating and Corporate Governance Committee | | | | | | | |
| | Chair | | | | $ | 17,500 | | |
| | Member | | | | $ | 10,000 | | |
| | Public Responsibility Committee | | | | | | | |
| | Chair | | | | $ | 17,500 | | |
| | Member | | | | $ | 10,000 | | |
| | Executive Committee | | | | $ | 0 | | |
The foregoing amounts are prorated for any outside director who joins the Board during the course of the fiscal year. In addition, we reimburse our outside directors for their reasonable and customary expenses incurred in travelling to and attending meetings.
Equity Compensation. Based on FW Cook’s analysis, the Compensation Committee recommended and the Board approved to increase the equity compensation to each non-employee director by $10,000$20,000 in 20222023 such that any non-employee director who is elected at an annual meeting receives a grant of restricted stock units (“RSUs”) having a value equal to approximately $120,000$140,000 (up from $110,000$120,000 in 2021)2022). The number of RSUs included in such grant are 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 ChairChairperson receives an additional grant of RSUs having a value equal to approximately $65,000 (the same amount as in 2021)2022), for a total award having an approximate value of $185,000.$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.
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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 20222023 is detailed in the Director Compensation Table, which can be found on page 4549 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 2022:2023:
•
Sandra B. Cochran, President and Chief Executive Officer;
•
Craig Pommells, Senior Vice President and Chief Financial Officer;
•
Laura A. Daily, Senior Vice President and Chief Merchant and Retail Supply ChainChain;
•
Cammie Spillyards-Schaefer, Senior Vice President of Restaurant and Retail Operations; 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 — 20222023 Compensation Programs
Section 5 — Realizable Pay Analysis and 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 97% of the votes cast at last year’s annual meeting (excluding broker non-votes and abstentions) were in favor of our | |
| | Compensation Decisions for | | | • Base Salary. • Annual Bonus Plan. • The • The maximum payment under the • The | |
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| | | | | • The • The • Averaging the financial and strategic components resulted in a total payout under the 2023 Annual Bonus Plan • LTI Program • |
performance shares, measured over a three-year performance period, and the other 50% in the form of time-based restricted shares. The performance shares are capped at Executives are required to hold both performance and time-based shares granted under the • • Severance and CIC Agreements. In connection with our CEO transition (described below), we entered into supplemental severance arrangements with our executive officers in connection with our Chief Executive Officer transition announced at the end of 2023. These are described below. | | ||||
| | CEO Transition | | | Two weeks prior to the end of 2023, we announced the appointment of Julie Masino as the Company’s next President | |
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| | | | | and Chief Executive Officer. We entered into a series of compensation agreements in connection with the appointment of Ms. Masino, including an employment agreement with Ms. Masino; a revised employment agreement with our current President and Chief Executive Officer, Ms. Cochran; supplemental severance agreements with each of our executive officers; and conditional consulting agreements with certain executive officers who are at or near retirement eligibility. | |
| | Compensation Peer Group | | | | |
| | 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 Core practices remain unchanged from prior years, including ensuring compensation programs do not incentivize | |
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 86%97% of the votes cast (excluding broker non-votes and abstentions), when including approximately two million votes cast by entities affiliated with Sardar Biglari (“Biglari”), were in favor of our executive compensation as disclosed in our 20212022 Proxy Statement. Leaving aside shares voted by Biglari, the Company estimates that approximately 97% of the remaining votes were cast in favor of our executive compensation, while approximately only 3% of the remaining votes were cast against.
We believe that this high level of support that— particularly when coupled with our non-dissidentefforts to solicit feedback from shareholders expressed for our executive compensation programs was a direct resultas part of our responsiveness to concerns voiced by certain shareholdersdirect engagement efforts, described below — demonstrates substantial shareholder satisfaction with our compensation philosophies, programs and practices.
In keeping with our historical practice, in 2021. As disclosed in last year’s proxy statement, following our 2021 Say on Pay vote, our Board and senior management team undertook an extensive, in-depth shareholder engagement program to gather shareholder feedback that was a key input to Compensation Committee and Board discussions and decisions in 2022. These decisions included increasing the performance period for our performance shares from two to three years, dividing equity awards equally between performance-based and time-based shares, and requiring executives hold vested performance and time-based shares for an additional year.
Of the shareholders to whom we reached out, shareholders who collectively represented 37%43.2% of our outstanding common stock accepted our invitation and engaged in direct discussions. These shareholders expressed strong support forno concerns with our compensation philosophies, programs, and appreciation for the changes implemented to better align executive compensation with Company performance and shareholder value creation.or practices.
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.
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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 them 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 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 help focus and reward executives for 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. In 2023, the Compensation Committee also took a leading role in our CEO transition, overseeing our executive search for new CEO candidates and evaluating, negotiating, and recommending to the independent members of the Board as a whole the terms and conditions of our arrangements with Ms. Cochran, our outgoing CEO, and Ms. Masino, our CEO-Elect.
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 the Board.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 Ms. Cochran, in 2022.2023. FW Cook reports directly to the Compensation Committee. As required under the Nasdaq Stock Market Rules, the Compensation
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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 ChairmanChair to establish the agenda for Compensation Committee meetings;
•
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.
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 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.
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The Compensation Committee conducted its annual review of the Company’s peer group in respect of 2022 to confirm the alignment of the Company’s peer group with the Company as summarized above. After undertaking this review, in respect of 2022, the Compensation Committee determined that the same peer group from 2021 remained appropriately aligned, with two exceptions. First, Dunkin’ Brands Group, Inc. became a private company in 2021 and thus was no longer a suitable peer. Second, Texas Roadhouse, Inc., a company which the Company considers an industry peer but previously had an ownership and management structure that the Compensation Committee believed distorted its compensation practices and made it inappropriate to include in the Company’s compensation peer group, underwent ownership and management changes in 2021 that alleviated the Compensation Committee’s concerns. As a result, the Compensation Committee eliminated Dunkin Brands Group, Inc. from, and added Texas Roadhouse, Inc. to, the peer group. Following this substitution, our peer group for 2022 is2023 was comprised of the following 15 publicly-traded companies:
| | • Big Lots, Inc. | | | • Darden Restaurants, Inc. | | | • Red Robin Gourmet Burgers, Inc. | | |||
| | • Bloomin’ Brands, Inc. | | | • Denny’s Corporation | | | • Texas Roadhouse, Inc. | | |||
| | • Brinker International, Inc. | | | • Dine Brands Global, Inc. | | | • Tractor Supply, Inc. | | |||
| | • Cheesecake Factory, Inc. | | | • Domino’s Pizza, Inc. | | | • The Wendy’s Company | | |||
| | • Chipotle Mexican Grill, Inc. | | | • Jack-in-the-Box, Inc. | | | • Williams-Sonoma, 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 2022,2023, 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 | | ||||||||||
| ✔ | | | Deliver a majority of the target value of our long-term incentive program (as calculated at the time of grant) through performance-based awards | | | ✘ | | | Execute employment agreements containing multi-year guaranties for salary increases, or automatic renewals (i.e., evergreen agreements) for those executive officers that have employment agreements — currently only our Chief Executive Officer and Chief Executive Officer-Elect. | | ||||
| ✔ | | | Require executives to hold vested performance and time-based shares for an additional year | | | ✘ | | | Provide material perquisites for executives | | ||||
| ✔ | | | Maintain robust stock ownership and retention guidelines for executives and non-executive directors | | | ✘ | | | Offer gross-up payments to cover personal income taxes or excise taxes that pertain to executive or severance benefits | | ||||
| ✔ | | | Conduct annual risk assessments of our compensation programs | | | ✘ | | | Pay dividends on unvested LTI awards | | ||||
| ✔ | | | Maintain anti-hedging, anti-pledging and recoupment (or “clawback”) policies | | | ✘ | | | Provide special executive retirement programs | | ||||
| ✔ | | | Require double trigger vesting (i.e. change in control AND termination of employment) for equity acceleration | | | | | | | | ||||
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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 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 reviews the compensation mix of each executive on a comprehensive basis to determine if we have provided the appropriate incentives to accomplish our compensation objectives.
In general, our compensation policies have provided for a more significant emphasis on long-term equity compensation than on annual cash compensation for our executive officers. The Compensation Committee believes that the Company’s 20222023 pay mix as approved at the outset of 20222023 supported the Company’s strong pay for performance culture, as demonstrated by the fact that approximately 84%85% of our Chief Executive Officer’s target total direct compensation and approximately 61%62% of our other Named Executive Officers’ target total direct compensation in 20222023 were variable or at risk, as represented by the following charts:
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![[MISSING IMAGE: tm2225071d1-bc_ceobw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-106955/tm2225071d1-bc_ceobw.jpg)
Section 4. 20222023 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 2022:2023:
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| Pay Element | | | At Risk? | | | What the Pay Element Rewards | | | Purpose of the Pay Element | | | Decisions for | |
| Base Salary | | | | | | Skills, experience, competence, performance, responsibility, leadership and contribution to the | | | Provide fixed compensation for daily | | | | |
| Annual Bonus Plan | | | ✔ | | | Annual achievement of objective performance targets. | | | Focus attention on meeting annual performance targets and our near-term success, provide additional cash compensation and incentives based on our annual performance. | | | In all events, bonus payouts were capped at |
| | |||||||||||||
| Long-Term Performance Incentives (Performance Shares) | | | ✔ | | | Achieving multi-year performance goals and value | | | Focus attention on meeting longer-term performance targets and our long-term success, create alignment with shareholders by focusing efforts on longer-term financial and shareholder returns; Management retention. | | | Performance shares represent 50% of an NEO’s target award. | |
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| Pay Element | | | At Risk? | | | What the Pay Element Rewards | | | Purpose of the Pay Element | | | Decisions for 2023 | |
| | | | | | | | | | | | | Index. The payout of | |
| Long-Term Retention Incentive (time-based RSUs) | | | ✔ | | | Continued service to the Company and its | | | Create alignment with shareholders by focusing efforts on longer-term financial and shareholder returns; 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 | | | Allow executives to focus their efforts on running the business effectively. | | | No changes from | |
Base Salary
The Compensation Committee reviews our executive officers’ base salaries annually at the end of theeach 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
Base salaries for 20212022 and 20222023 for the Named Executive Officers, rounded to the nearest thousand dollars, were as follows:
| NAMED EXECUTIVE OFFICER | | 2021 BASE SALARY | | 2022 BASE SALARY | | PERCENT CHANGE | | | 2022 BASE SALARY | | 2023 BASE SALARY | | PERCENT CHANGE | | ||||||||||||||||||||||||
| Sandra B. Cochran | | | $ | 1,150,000 | | | | $ | 1,175,000 | | | | | 2.2% | | | | | $ | 1,175,000 | | | | $ | 1,175,000 | | | | | 0.0% | | | ||||||
| P. Douglas Couvillion* | | | $ | 370,000 | | | | $ | 392,000 | | | | | 5.9% | | | ||||||||||||||||||||||
| Craig Pommells* | | | | N/A | | | | $ | 475,000 | | | | | N/A | | | ||||||||||||||||||||||
| Jennifer L. Tate | | | $ | 400,000 | | | | $ | 425,000 | | | | | 6.3% | | | ||||||||||||||||||||||
| Craig Pommells | | | $ | 475,000 | | | | $ | 510,000 | | | | | 7.4% | | | ||||||||||||||||||||||
| Laura A. Daily | | | $ | 407,000 | | | | $ | 430,000 | | | | | 5.7% | | | ||||||||||||||||||||||
| Cammie Spillyards-Schaefer | | | $ | 360,000 | | | | $ | 400,000 | | | | | 11.1% | | | ||||||||||||||||||||||
| Richard M. Wolfson | | | $ | 450,000 | | | | $ | 475,000 | | | | | 5.5% | | | | | $ | 475,000 | | | | $ | 500,000 | | | | | 5.3% | | | ||||||
| Laura A. Daily | | | $ | 370,000 | | | | $ | 407,000 | | | | | 10.0% | | | ||||||||||||||||||||||
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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.
As part of the Committee’s assessment of her compensation package (the bonus portion of which had not changed in several years) and to incentivize performance, the Committee increased Ms. Cochran’s target bonus opportunity for 2023 from 125% to 160%. The Committee increased Mr. Pommells’ and Ms. Spillyards-Schaefer’s target bonus opportunities from 65% and 50% to 70% and 65%, respectively after a competitive analysis of their compensation packages (and taking into account Ms. Spillyards-Schaefer’s promotion and increased responsibility). No other NEO received an increase in their respective target bonus opportunity in 2021 or in 2022; thus, all 2022 target bonus percentages for our NEOs remained at their 2020 levels.2023.
Program Design for 20222023
Below we describe the two components of the 2023 bonus program and the applicable metrics:
Financial Component — Achievement of Operating Income
The Compensation Committee established threshold, target, and maximum levels of performance for the financial component of the bonus program based on the Company’s achievement of operating income as compared to 2021 and compared to 2019 (the last yearthe prior to the pandemic).year’s operating income of $165.7 million. Threshold operating income for purposes of the 2023 Annual Bonus Plan was set at $166.8$136 million; target was set at $207$173 million; and maximum was set at $282.8$230 million.*
Following the conclusion of 2022,2023, based on its review of the Company’s audited financial results, the Compensation Committee certified that the Company achieved operating income calculated in accordance with the 2023 Annual Bonus Plan of $165.7$150.4 million in 2022. This amount was below the threshold level2023, corresponding to an approximate payout of performance under the financial component86.5% of target for this portion of the bonus program. The
*
Operating income calculated in accordance with the 2023 Annual Bonus Plan is adjusted operating income, 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, and an explanation of why the Compensation Committee noteddetermined that thisadjusted operating income was an appropriate performance was predominantlymeasure and why we believe adjusted operating income presents useful information to investors, see Appendix A. The adjustments used to determine operating income calculated in accordance with the 2023 Annual Bonus Plan were included in the plan itself and were not the result of historic wagediscretionary decisions by the Compensation Committee in certifying results. The only discretionary decision made by the Compensation Committee in respect of 2023 bonus payouts following the original design and commodity inflation that affected the casual dining industry in 2022, and that absent such inflation the Company would have achieved near-target level of performance under the financial componentapproval of the bonus program. The2023 Annual Bonus Plan and the performance metrics thereunder was the Compensation Committee did not make an exception forCommittee’s exercise of negative discretion to lower final payouts, as described on page 26 of this inflationary impact and, consequently, none our NEOs or other management-level employees who participate in the annual bonus program received any payout under the financial component of the program.proxy statement.
Strategic Component — Objective Metrics
For the secondstrategic component of the annual bonus plan, representing 30% of a participant’s target award, the Compensation Committee established a weighted scorecard of fifteen19 objective and strategically important performance metrics, each with preset and
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discrete goals, and assigned a number of possible points to each metric. 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 140.186.
The Committee then created a payout grid based on the total number of points achieved, capping the associated payouts at 125%150% of target, and with payouts between levels prorated on a straight-line basis:
| Total Points | | | Percent of Target Payout | |
| Below | | | 0% | |
| | | 25% of Target | | |
| | | 50% of Target | | |
| | | 75% of Target | | |
| | | 100% of Target | | |
| | | | ||
| 186 | | | 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 and challenging to accomplish. Additionally, the Company’s achievement of these metrics was audited by the Company’s internal auditing group following a predetermined methodology after the conclusion of 2022.2023. 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 • | |
| Guest Experience | | | • Guest experience metrics | | |
| | | • Retail inventory metrics • Retail markdown 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 rollout • Catering sales growth metrics • Beer and wine sales metrics • • | |
Following the conclusion of 2022,2023, the Compensation Committee certified that the Company achieved 112153 out of the possible 140186 points. No discretionary adjustments were made to any of the metrics or scores. Based on these results, management earned 101%122.5% of target under the payout chart for this portion of the bonus program.
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Downward Adjustment
As noted above, management achieved approximately 86.5% and 122.5% of target on the financial and strategic components, respectively, of the 2023 bonus program, resulting in a total payout calculation of 104.5% of target. However, the Compensation Committee elected to reduce the final payout to all participants by 15.5 percentage points, to 89% of target, because the macroeconomic conditions in 2023 were meaningfully better than was accounted for by the Compensation Committee when establishing the operating income targets under the strategic componentfinancial portion of the annual bonus program. AsThe Compensation Committee thus exercised negative discretion and imposed the strategic component of the program represented 30% of a participant’s total target award, this resulted in participants earning 30.3% of target. No discretionary adjustments were made.foregoing payout reduction to more closely align 2023 bonus payments with actual 2023 financial performance.
The following table sets forth (i) target 20222023 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 20222023 annual bonus plan at 30.3%the reduced level of 89%:
| NAMED EXECUTIVE OFFICER | | | 2022 BASE SALARY | | | 2022 BONUS TARGET PERCENTAGE | | | 2022 BONUS TARGET | | | MULTIPLIER APPLIED TO TARGET | | | 2022 ACTUAL BONUS | | |||||||||||||||
| Sandra B. Cochran | | | | $ | 1,175,000 | | | | | | 125% | | | | | $ | 1,468,750 | | | | | | 30.3% | | | | | $ | 445,031 | | |
| P. Douglas Couvillion | | | | $ | 392,000 | | | | | | 65% | | | | | $ | 254,800 | | | | | | 30.3% | | | | | $ | 77,204 | | |
Craig Pommells(1) | | | | $ | 311,269 | | | | | | 65% | | | | | $ | 202,232 | | | | | | 30.3% | | | | | $ | 61,304 | | |
| Jennifer L. Tate | | | | $ | 425,000 | | | | | | 55% | | | | | $ | 233,750 | | | | | | 30.3% | | | | | $ | 70,826 | | |
| Richard M. Wolfson | | | | $ | 475,000 | | | | | | 65% | | | | | $ | 308,750 | | | | | | 30.3% | | | | | $ | 93,551 | | |
| Laura A. Daily | | | | $ | 407,000 | | | | | | 65% | | | | | $ | 264,550 | | | | | | 30.3% | | | | | $ | 80,159 | | |
| NAMED EXECUTIVE OFFICER | | | 2023 BASE SALARY | | | 2023 BONUS TARGET PERCENTAGE | | | 2023 BONUS TARGET | | | MULTIPLIER APPLIED TO TARGET | | | 2023 ACTUAL BONUS | | |||||||||||||||
| Sandra B. Cochran | | | | $ | 1,175,000 | | | | | | 160% | | | | | $ | 1,880,000 | | | | | | 89% | | | | | $ | 1,673,200 | | |
| Craig Pommells | | | | $ | 510,000 | | | | | | 70% | | | | | $ | 357,000 | | | | | | 89% | | | | | $ | 317,730 | | |
| Laura A. Daily | | | | $ | 430,000 | | | | | | 65% | | | | | $ | 279,500 | | | | | | 89% | | | | | $ | 248,775 | | |
| Cammie Spillyards-Schaefer | | | | $ | 400,000 | | | | | | 65% | | | | | $ | 260,000 | | | | | | 89% | | | | | $ | 231,400 | | |
| Richard M. Wolfson | | | | $ | 500,000 | | | | | | 65% | | | | | $ | 325,000 | | | | | | 89% | | | | | $ | 289,250 | | |
The above 20222023 annual bonuses are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 3639 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 20222023
In 2022,2023, the Company’s equity compensation awarded to executive officers was governed by the 20222023 Long-Term Incentive (“LTI”), program, which the Compensation Committee adopted in September 2021.2022.
The 20222023 LTI program consists of two components: (i) a Long-Term Performance Plan (LTPP) (the “2022“2023 LTPP”), which represents 50% of the LTI target value at the time of grant and provides for awards of performance shares tied to the Company’s achievement of targeted levels of EBITDA 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 “2022“2023 RSU Award”), which represents the remaining 50% of the LTI target value at the time of grant and provides for awards of time-based 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 twelve12 months following the vesting date.
In September 2021,2022, the Compensation Committee (and the Board, in the case of Ms. Cochran) approved equity grants based on a target percentage (referred to as the executive officer’s “LTI Percentage”)
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of an executive officer’s base salary divided equally between performance-based LTPP awards and time-based RSU awards.
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 during the last 30 calendar days of 20212022 and the first 30 calendar days of 2022,2023, which was $139.74.$97.35. Each NEO’s targeted shares were divided equally between grants of performance-based LTPP awards and time-based RSU awards.
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 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.
NEOs (other than Ms. Cochran) will forfeit their 20222023 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 20222023 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 2024:2025:
| NAMED EXECUTIVE OFFICER | | | 2022 BASE SALARY | | | TARGET LTPP PERCENTAGE | | | TARGET VALUE | | | NO. OF SHARES AT TARGET | | ||||||||||||
| Sandra B. Cochran | | | | $ | 1,175,000 | | | | | | 200% | | | | | $ | 2,350,000 | | | | | | 16,816 | | |
| P. Douglas Couvillion | | | | $ | 392,000 | | | | | | 37.5% | | | | | $ | 147,000 | | | | | | 1,051 | | |
Craig Pommells(1) | | | | $ | 311,269 | | | | | | 60% | | | | | $ | 186,761 | | | | | | 1,322 | | |
| Jennifer L. Tate | | | | $ | 425,000 | | | | | | 50% | | | | | $ | 212,500 | | | | | | 1,520 | | |
| Richard M. Wolfson | | | | $ | 475,000 | | | | | | 60% | | | | | $ | 285,000 | | | | | | 2,039 | | |
| Laura A. Daily | | | | $ | 407,000 | | | | | | 50% | | | | | $ | 203,500 | | | | | | 1,456 | | |
| NAMED EXECUTIVE OFFICER | | | 2023 BASE SALARY | | | TARGET LTPP PERCENTAGE | | | TARGET VALUE | | | NO. OF SHARES AT TARGET | | ||||||||||||
| Sandra B. Cochran | | | | $ | 1,175,000 | | | | | | 200% | | | | | $ | 2,350,000 | | | | | | 24,140 | | |
| Craig Pommells | | | | $ | 510,000 | | | | | | 65% | | | | | $ | 331,500 | | | | | | 3,405 | | |
| Laura A. Daily | | | | $ | 430,000 | | | | | | 50% | | | | | $ | 215,000 | | | | | | 2,208 | | |
| Cammie Spillyards-Schaefer | | | | $ | 400,000 | | | | | | 50% | | | | | $ | 200,000 | | | | | | 2,054 | | |
| Richard M. Wolfson | | | | $ | 500,000 | | | | | | 60% | | | | | $ | 300,000 | | | | | | 3,081 | | |
The following table summarizes the 20222023 RSU Awards for each of our Named Executive Officers:
| NAMED EXECUTIVE OFFICER | | 2022 BASE SALARY | | TARGET RSU PERCENTAGE | | TARGET VALUE | | NO. OF SHARES AWARDED | | | 2023 BASE SALARY | | TARGET RSU PERCENTAGE | | TARGET VALUE | | NO. OF SHARES AWARDED | | ||||||||||||||||||||||||||||||||
| Sandra B. Cochran | | | $ | 1,175,000 | | | | | 200% | | | | $ | 2,350,000 | | | | | 16,816 | | | | | $ | 1,175,000 | | | | | 200% | | | | $ | 2,350,000 | | | | | 24,140 | | | ||||||||
| P. Douglas Couvillion | | | $ | 392,000 | | | | | 37.5% | | | | $ | 147,000 | | | | | 1,051 | | | |||||||||||||||||||||||||||||
Craig Pommells(1) | | | $ | 311,269 | | | | | 60% | | | | $ | 186,761 | | | | | 1,322 | | | |||||||||||||||||||||||||||||
| Jennifer L. Tate | | | $ | 425,000 | | | | | 50% | | | | $ | 212,500 | | | | | 1,520 | | | |||||||||||||||||||||||||||||
| Craig Pommells | | | $ | 510,000 | | | | | 65% | | | | $ | 331,500 | | | | | 3,405 | | | |||||||||||||||||||||||||||||
| Laura A. Daily | | | $ | 430,000 | | | | | 50% | | | | $ | 215,000 | | | | | 2,208 | | | |||||||||||||||||||||||||||||
| Cammie Spillyards-Schaefer | | | $ | 400,000 | | | | | 50% | | | | $ | 200,000 | | | | | 2,054 | | | |||||||||||||||||||||||||||||
| Richard M. Wolfson | | | $ | 475,000 | | | | | 60% | | | | $ | 285,000 | | | | | 2,039 | | | | | $ | 500,000 | | | | | 60% | | | | $ | 300,000 | | | | | 3,081 | | | ||||||||
| Laura A. Daily | | | $ | 407,000 | | | | | 50% | | | | $ | 203,500 | | | | | 1,456 | | | |||||||||||||||||||||||||||||
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2023 Special Restricted Stock Awards. To incentivize retention and recognize their respective individual performance, in September 2022, the Compensation Committee authorized special one-time restricted stock awards to each of Ms. Daily, Ms. Spillyards-Schaefer, and Mr. Pommells joinedhaving a grant date fair value of $750,000, $1,000,000, and $2,000,000 respectively. In the Companycase of Mr. Pommells, the award was also part of the Compensation Committee’s multi-year plan to increase his compensation to market level over time. The award made to Ms. Daily cliff vests on December 6, 2021. His FY22 RSU Award was proratedthe third anniversary of the grant, while the awards made to his datesMs. Spillyards-Schaefer and Mr. Pommells vest in two equal installments on each of service.the third and fourth anniversaries of the grant.
In September 2022, some of our NEOs received payouts of performance-based awards that were granted in September 2020. These awards are referred to as the “2021 LTPP Awards”. Details about the 2021, LTPP Awards, including the rationales for the program’s design, are described in greater detail in last year’s proxy statement. As noted further above, the 2021 LTPP Awards were the last performance-based awards granted by the Company subject to a two-year performance period; in response to shareholder feedback, we changed the Company has since instituted a three-yearrelevant performance period for LTPP Awards.
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 2022.2023.
Severance and Change in Control Provisions
None of our current Named Executive Officers has an employment agreement other than Ms. Cochran which governs her arrangementand our current Chief Executive Officer-Elect, Ms. Masino, whose agreements govern their respective arrangements relating to severance and/or a change in control of the Company (a “CIC Transaction”). All of our other Named Executive Officers, 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 which are summarized as they apply to our Named Executive Officers below, were not amendedbelow. In addition, each Named Executive Officer entered into certain supplemental severance-related agreements this year in 2022.connection with our CEO transition. These are described in greater detail under the heading, “Special CEO Transition Arrangements”).
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.
The Employment Agreement,employment agreement with Ms. Cochran, the employment agreement with Ms. Masino, General Severance AgreementAgreements, CIC Agreements and CIC Agreementssupplemental 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 4448 of this proxy statement.
Severance Benefits Specific to Ms. Cochran
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terminated the Former Cochran Employment Agreement and entered into a new employment agreement (the “Current Cochran Employment Agreement”). Under the Current Cochran Employment Agreement, Ms. Cochran agreed to continue serving as the Company’s President and Chief Executive Officer until November 1, 2023 (the “Transition Date”), and to serve as the Executive Chair of the Board until September 30, 2024 or such earlier date that the Board of Directors of the Company may determine upon 30 days’ prior written notice to Ms. Cochran (the “Retirement Date”).
Among other things, the Current Cochran Employment Agreement governs the severance benefits to be received by Ms. Cochran. Under the Current Cochran Employment Agreement, Ms. Cochran’s employment with the Company is “at will” and either party may terminate the agreement at any time, but Ms. Cochran will be entitled to certain severance benefits in the event that her employment with the Company is terminated under certain circumstances. If
In the event that Ms. Cochran’s employment is terminated by the Company without cause (aswith “Cause” (as defined in the agreement)Current Cochran Employment Agreement), the Current Cochran Employment Agreement provides the Company shall pay to Ms. Cochran 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 (the “accrued obligations”). Additionally, Ms. Cochran will forfeit any outstanding unvested equity awards and annual incentive bonus for the year of termination.
If Ms. Cochran’s employment is terminated by Ms. Cochran with good reason (aswithout “Good Reason” (as defined in the agreement) prior to September 30, 2024 and outside of a CIC Transaction,Current Cochran Employment Agreement), the Current Cochran Employment Agreement provides that Ms. Cochran will be entitled to receive the accrued obligations. Additionally, Ms. Cochran will forfeit any FY 2024 annual incentive bonus and (i) a lump sum payment of accrued obligations, including, among other things, her base salary through the date of termination and reimbursement for any business expensesif terminated prior to the extent not previously paid (“accrued obligations”),Transition Date, Ms. Cochran will forfeit all of her unvested equity awards and (ii) two timesif terminated on or after the sum of (x) her then-current annual base salary and (y) then-current target bonus payable in installments ratably over 24 months following termination, (iii) a lump sum payment equal to her annual bonus for the fiscal year in which the termination occurs, prorated based on the number of days elapsed between the beginning of the fiscal year and the termination date,Transition Date but prior to the extent the applicable performance goal is subsequently achieved, and (iv) a lump sum amount equal to 24 times the monthly COBRA premium amount applicable as of the termination date. Additionally, the Employment Agreement provides for acceleration of vesting of long-term incentive awards held byRetirement Date, Ms. Cochran atwill forfeit the time of termination without cause or with good reason until September 30, 2024. Specifically, Ms. Cochran’s outstanding long-term incentive awards that vest with the passage of time (“time-based awards”) will accelerate and vest in full upon termination, and her long-term incentive awards that vest depending uponFY 2024 LTPP award, but, because she is already eligible for retirement under the Company’s performance (“performance-based awards”)compensation programs, all other outstanding equity awards will continue to vest in full, but only when and to the extent the applicable performance goals are subsequently achieved.
If (i) Ms. Cochran’s employment with the Company is terminated by the Company without causeCause, (ii) the Board accelerates the Retirement Date or (iii) Ms. Cochran resigns for good reason after September 30, 2024, then in lieu of the benefits summarized above sheGood Reason, Ms. Cochran will be entitled to receive, only (i)in addition to the accrued obligations and (ii) 1.50 times the sumobligations:
•
payment of (x) current annualMs. Cochran’s base salary and (y) target current year bonus payable in installments, with no payment of a prorated targetthrough the Retirement Date;
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annual cash incentive bonus for fiscal years 2023 and 2024, payable at the termination year, nosame time and manner as they are paid to peer executives at the Company; and
•
a lump sum payment in an amount equal to the fully monthly premiums for continued coverage under COBRA through the Retirement Date.
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 unvested long-term incentive awards, and no payment for health and welfare benefits continuation.performance period based on actual performance.
The payment of the foregoing severance benefits, exclusive of the accrued obligations, is subject to execution by Ms. Cochran of a comprehensive release of claims against the Company. If Ms. Cochran’s employment is terminated by the Company for cause or if Ms. Cochran terminates her employment by voluntarily quitting without good reason, then she would be entitled to receive only the accrued obligations.
The Compensation Committee and all of the independent members of the Board of Directors considered the costs and benefits of the economic and other terms of the arrangement and concluded that it was in the best interests of the Company to enter into the Cochran Employment Agreement. In reaching this conclusion our directors considered (i) the understanding of the parties when the Former Cochran Employment Agreement was amended in 2022, (ii) the relative cost of terminating Ms. Cochran’s employment under the Former Cochran Employment Agreement as compared to the value of Ms. Cochran’s compensation package under the Current Cochran Employment Agreement, (iii) the benefit of a transition
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period between Ms. Cochran’s and Ms. Masino’s service as Chief Executive Officer; and (iv) Ms. Cochran’s tenure as Chief Executive Officer and a director and understanding of the Company’s business and strategic initiatives.
Severance Benefits Specific to Ms. Masino
The Company and Ms. Masino are parties to an employment agreement entered into on July 17, 2023 (the “Masino Employment Agreement”). Under the Masino Employment Agreement, Ms. Masino serves as the Company’s Chief Executive Officer-Elect and will begin serving as President and Chief Executive Officer on the Transition Date.
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. Cochran retires after providingMasino’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:
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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;
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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
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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 at least 12 months’ advancewithout 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 her intent to retire, Ms. Cochran’s outstanding time-based awards will vest in full in accordance with the original vesting schedule set forth in the applicable award agreementsperiod and her performance-basedunvested performance awards will vest in full to the extentshall be prorated for service and payable upon conclusion of the applicable performance goals are subsequently achieved, all as if she had remained employed by the Company following her retirement throughout the applicable vesting periods. In other words, no award would accelerate upon retirement and all performance-based awards remain subject to the Company’s achievement of all applicable performance criteria.period based on actual performance.
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 obligatescontains non-competition covenants that restrict the executive (i) not to work as an employee or consultant for any “multi-unit restaurant business that offers full-service family or casual dining”from working with certain competitors for a period of six months following the severance event or the remaindermonths; and (ii) soliciting employees of the severance payment period, whichever is shorter; and (ii) not to solicitCompany or interfering with the employeesrelationship of any customer, supplier or customersother business relation of the Company for a period of 12 months following the severance event or the remainder of the severance payment period, whichever is shorter.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.
Change in Control Benefits for Ms. Cochran
•
a lump sumlump-sum payment of accrued obligations, (ii) a lump sum payment of three times the sum of (x) current annualher base salary and (y)owed through the Retirement Date,
•
a prorated portion of Ms. Cochran’s target current yearannual cash incentive bonus, (iii) a lump sum payment equal to her target bonus forbased the number of calendar days elapsed in the fiscal year in which theof termination, occurs, prorated based on the number of days elapsed between the beginning of the period and the termination date, (iv) acceleration and immediate
•
accelerated vesting of all long-term incentiveequity awards, with time-based awards vesting in full and performance-based awards vesting at target level, and (v) a lump sum amount equal to 24 timesdetermined as if target-level performance was achieved by the monthly COBRA premium amount applicableCompany as of the termination date.date of termination.
The Current Cochran Employment Agreement does not entitle Ms. Cochran to receive any gross-up payment to reimburse her for any excise tax under Sections 280G and 4999 of the Code, as amended. Ms. Cochran will be subject to noncompetition, non-solicitation and confidentiality restrictions following the termination of her employment. The agreement obligates Ms. Cochran 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.
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:
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an 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;
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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.
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
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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 agreement)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 Chief Executive Officer transition, the Company entered into a transitional letter agreement (each, a “Transitional Letter Agreement”) with each of its executive officers, including the Named 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 Named 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 the Transition Date and ending on the first (with respect to Mr. Wolfson) or second (with respect to Mr. Pommells or Ms. Spillyards-Schaefer) anniversary of the Transition Date or on September 30, 2025 (with respect to Ms. Daily). Because the Transitional Letter Agreements do not take effect until the Transition Date of November 1, 2023, the
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potential payments pursuant to these agreements to our Named Executive Officers under various termination scenarios were zero as of the end of fiscal 2023.
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 may be 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 36 – 3839-40 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;
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Named Executive Officers may not schedule the Company aircraft for personal travel;
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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. Realizable Pay Analysis and Other Executive Compensation Policies and Guidelines
Realizable Pay Analysis
While many of the required compensation disclosures under SEC rules represent awards that may be earned, realizable pay considers pay that is actually earned. The following chart demonstrates, over the three- year period of 2020, 2021, 2022 and 2022,2023, that the Company’s Total Shareholder Return decreased by 41%5%, and Ms. Cochran’s realizable total direct compensation declined by 27%15% from her target total direct compensation for that same period.
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![[MISSING IMAGE: tm2225071d2-bc_ceoaggrebw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-106955/tm2225071d2-bc_ceoaggrebw.jpg)
![[MISSING IMAGE: bc_ceoaggregate-bw.jpg]](/files/DEF 14A/0001104659-23-107368/bc_ceoaggregate-bw.jpg)
In the chart above, Ms. Cochran’s “Target Pay” reflects the following:
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Ms. Cochran’s aggregate base salary for 2020, 2021, 2022 and 2022,2023, as approved by the Board at the outset of each such year.
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Ms. Cochran’s aggregate target bonus opportunity for performance under the Company’s annual bonus plan in each of 2020, 2021, 2022 and 2022,2023, as approved by the Board at the outset of each such year.
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The grant date fair value of the target levels of 2020, 2021, 2022 and 20222023 LTPP Awards granted to Ms. Cochran at the outset of 2020, 2021, 2022 and 2022,2023, based on the closing stock price on the respective grant dates of such awards.
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The grant date fair value of all other time-based and performance-based equity awards (other than LTPP awards) granted to Ms. Cochran at the outset of 2020, 2021, 2022 and 2022,2023, based on the closing stock price on the respective grant dates of such awards.
In contrast, Ms. Cochran’s “Realizable Pay” in the above chart reflects the following:
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Ms. Cochran’s actual base salary for 2020, 2021, 2022 and 2022.2023.
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Ms. Cochran’s actual bonus paid in respect of performance in each of 2020, 2021, 2022 and 20222023 under the Company’s annual bonus plans for such years.
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The fair value of the 2020, 2021, 2022 and 20222023 LTPP Awards granted to Ms. Cochran, based on the closing stock price on the last day of 20222023 of $95.07.$93.75.
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•
The fair value of all other 2020, 2021, 2022 and 20222023 time-based and performance-based equity awards (other than LTPP awards) granted to Ms. Cochran, based on the closing stock price on the last day of 20222023 of $95.07.$93.75.
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 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 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 2022,2023, the Ownership Guidelines for our Named Executive Officers were as follows:
| Executive Officer | | | Multiple of Base Salary | | |||
| Sandra B. Cochran | | | 5X | | |||
| Craig Pommells | | | 3X | | |||
| | | 2X | | ||||
| | | 2X | | ||||
| Richard M. Wolfson | | | 2X | ||||
| |
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
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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 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 2023 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.
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. Cochran has anis a party to the Current Cochran Employment Agreement, and we provide our Named Executive Officers other than Ms. Cochran with General Severance and CIC Agreements. Neither Ms. Cochran 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 the 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 2022.2023.
This report has been submitted by the members of the Compensation Committee:
Coleman H. Peterson, Chair
Thomas H. Barr
Meg G. Crofton
Gilbert R. Dávila
William W. Moreton
Thomas H. Barr
Meg G. Crofton
Gilbert R. Dávila
William W. Moreton
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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 2023, 2022 2021 and 2020.2021.
| Name and Principal Position | | Year | | Salary(1) | | Bonus | | Restricted Stock/RSU Awards(2) | | Non-Equity Incentive Plan Compensation(3) | | All Other Compensation(4) | | Total | | | Year | | Salary(1) ($) | | Restricted Stock/RSU Awards(2) ($) | | Non-Equity Incentive Plan Compensation(3) ($) | | All Other Compensation(4) ($) | | Total ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sandra B. Cochran, President and Chief Executive Officer | | | | | 2022 | | | | $ | 1,175,000 | | | | $ | 0 | | | | $ | 4,878,994 | | | | $ | 445,031 | | | | $ | 465,250 | | | | $ | 6,964,276 | | | | | | | 2023 | | | | $ | 1,175,000 | | | | $ | 4,985,393 | | | | $ | 1,673,200 | | | | $ | 438,087 | | | | $ | 8,271,679 | | | |||||||||||
| | | | 2021 | | | | $ | 1,150,000 | | | | $ | 0 | | | | $ | 4,481,208 | | | | $ | 1,796,875 | | | | $ | 152,969 | | | | $ | 7,581,052 | | | | | | 2022 | | | | $ | 1,175,000 | | | | $ | 4,878,994 | | | | $ | 445,031 | | | | $ | 465,250 | | | | $ | 6,964,276 | | | ||||||||||||||
| | | | 2020 | | | | $ | 982,292 | | | | $ | 0 | | | | $ | 4,265,425 | | | | $ | 718,750 | | | | $ | 249,974 | | | | $ | 6,216,441 | | | | | | 2021 | | | | $ | 1,150,000 | | | | $ | 4,481,208 | | | | $ | 1,796,875 | | | | $ | 152,969 | | | | $ | 7,581,053 | | | ||||||||||||||
P. Douglas Couvillion, (5) Senior Vice President Sourcing and Supply Chain and Former Interim Chief Financial Officer | | | | | 2022 | | | | $ | 392,000 | | | | $ | 0 | | | | $ | 792,523 | | | | $ | 77,204 | | | | $ | 67,384 | | | | $ | 1,329,111 | | | |||||||||||||||||||||||||||||||||||||||||||
| | | | 2021 | | | | $ | 370,000 | | | | $ | 50,000 | | | | $ | 284,338 | | | | $ | 300,625 | | | | $ | 29,240 | | | | $ | 1,034,203 | | | |||||||||||||||||||||||||||||||||||||||||||||
| | | | 2020 | | | | $ | 343,021 | | | | $ | 0 | | | | $ | 270,610 | | | | $ | 120,250 | | | | $ | 35,291 | | | | $ | 769,172 | | | |||||||||||||||||||||||||||||||||||||||||||||
Craig Pommells (6) Senior Vice President and Chief Financial Officer | | | | 2022 | | | | $ | 311,269 | | | | $ | 0 | | | | $ | 836,283 | | | | $ | 61,304 | | | | $ | 25,757 | | | | $ | 1,234,612 | | | ||||||||||||||||||||||||||||||||||||||||||||
Craig A. Pommells (5)(6) Senior Vice President and Chief Financial Officer | | | | | 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 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
Cammie Spillyards-Schaefer (7) Senior Vice President, Restaurant and Retail Operations | | | | 2023 | | | | $ | 400,000 | | | | $ | 1,424,162 | | | | $ | 231,400 | | | | $ | 83,205 | | | | $ | 2,138,767 | | | |||||||||||||||||||||||||||||||||||||||||||||||||
Laura A. Daily (8)(9) Senior Vice President, Retail | | | | | 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 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 2021 | | | | $ | 370,000 | | | | $ | 379,271 | | | | $ | 300,625 | | | | $ | 15,418 | | | | $ | 1,065,314 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
Richard M. Wolfson, Senior Vice President, General Counsel and Secretary | | | | | 2022 | | | | $ | 475,000 | | | | $ | 0 | | | | $ | 567,698 | | | | $ | 93,551 | | | | $ | 66,521 | | | | $ | 1,202,770 | | | | | | | 2023 | | | | $ | 500,000 | | | | $ | 636,288 | | | | $ | 289,250 | | | | $ | 63,083 | | | | $ | 1,488,621 | | | |||||||||||
| | | | 2021 | | | | $ | 450,000 | | | | $ | 0 | | | | $ | 553,699 | | | | $ | 365,625 | | | | $ | 31,888 | | | | $ | 1,401,212 | | | | | | 2022 | | | | $ | 475,000 | | | | $ | 567,698 | | | | $ | 93,551 | | | | $ | 66,521 | | | | $ | 1,202,770 | | | ||||||||||||||
| | | | 2020 | | | | $ | 417,188 | | | | $ | 0 | | | | $ | 526,793 | | | | $ | 146,250 | | | | $ | 55,331 | | | | $ | 1,145,562 | | | | | | 2021 | | | | $ | 450,000 | | | | $ | 553,699 | | | | $ | 365,625 | | | | $ | 31,888 | | | | $ | 1,401,212 | | | ||||||||||||||
Jennifer L. Tate, (7) Senior Vice President and Chief Marketing Officer | | | | | 2022 | | | | $ | 425,000 | | | | $ | 0 | | | | $ | 423,198 | | | | $ | 70,826 | | | | $ | 57,038 | | | | $ | 976,063 | | | |||||||||||||||||||||||||||||||||||||||||||
| | | | 2021 | | | | $ | 368,182 | | | | $ | 0 | | | | $ | 811,278 | | | | $ | 253,125 | | | | $ | 177,985 | | | | $ | 1,610,570 | | | |||||||||||||||||||||||||||||||||||||||||||||
Laura A. Daily, (8) Senior Vice President, Chief Merchant and Retail Supply Chain | | | | | 2022 | | | | $ | 407,000 | | | | $ | 0 | | | | $ | 753,405 | | | | $ | 80,158 | | | | $ | 54,194 | | | | $ | 1,294,757 | | | |||||||||||||||||||||||||||||||||||||||||||
| | | | 2021 | | | | $ | 370,000 | | | | $ | 0 | | | | $ | 379,271 | | | | $ | 300,625 | | | | $ | 15,418 | | | | $ | 1,065,314 | | | |||||||||||||||||||||||||||||||||||||||||||||
| | | | 2020 | | | | $ | 343,021 | | | | $ | 0 | | | | $ | 270,610 | | | | $ | 120,250 | | | | $ | 20,838 | | | | $ | 754,719 | | | |||||||||||||||||||||||||||||||||||||||||||||
(1)
Amounts in this column reflect the actual base salary earned by the NEO in 2023, 2022 2021 and 2020,2021, including any deferred amounts reported in the Non-Qualified Deferred Compensation Table.
(2)
The amounts disclosed in this column reflect the aggregate grant date fair value of awards for 2023, 2022 2021 and 2020,2021, calculated in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). Specifically, the amounts provided for 20222023 reflect the aggregate grant date fair value of the Named Executive Officer’s (i) time-based award under the 20222023 Time-based RSU and (ii) target number of performance-based awards under the 20222023 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 20222023 (including the time-based award) are as follows:
| Name | | | Year | | | Aggregate Grant Date Fair Value at Maximum Performance Level | | ||||||
| Sandra B. Cochran | | | | | 2022 | | | | | $ | 6,098,743 | | |
| Craig Pommells* | | | | | 2022 | | | | | $ | 420,495 | | |
| P. Douglas Couvillion | | | | | 2022 | | | | | $ | 365,705 | | |
| Richard M. Wolfson | | | | | 2022 | | | | | $ | 709,553 | | |
| Name | | | Year | | | Aggregate Grant Date Fair Value at Maximum Performance Level | | ||||||
| Jennifer L. Tate | | | | | 2022 | | | | | $ | 528,998 | | |
| Laura A. Daily | | | | | 2022 | | | | | $ | 506,724 | | |
| Name | | | Year | | | Aggregate Grant Date Fair Value at Maximum Performance Level | | ||||||
| Sandra B. Cochran | | | | | 2023 | | | | | $ | 7,478,089 | | |
| Craig A. Pommells | | | | | 2023 | | | | | $ | 3,054,741 | | |
| Cammie Spillyards-Schaefer | | | | | 2023 | | | | | $ | 1,636,258 | | |
| Laura A. Daily | | | | | 2023 | | | | | $ | 1,433,972 | | |
| Richard M. Wolfson | | | | | 2023 | | | | | $ | 954,432 | | |
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
39
incorporated by reference in the Company’s Annual Report on Form 10-K for 2023 and Note 10 to the Consolidated Financial Statements included or incorporated by reference in the Company’s Annual ReportReports on Form 10-K for 2022 and Note 12 to the Consolidated Financial Statements included or incorporated by reference in the Company’s Annual Report on Form 10-K for 2021 and 2020.2021.
(3)
Amounts in this column reflect the aggregate grant date fair valuepayments earned by the NEO in 2023, 2022 and 2021 and 2020,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)
Mr. Pommells joined the Company as Chief Financial Officer on December 6, 2021.
(6)
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.
(7)
The amount included for Ms. Spillyards-Schaefer for 2023 under the column entitled “Restricted Stock/RSU Awards” includes a one-time grant of 9,684 shares of restricted stock issued to Ms. Tate uponSpillyards-Schaefer on September 22, 2022 in recognition of her joining the company in 2020.promotion to executive officer and to incentivize her retention. These shares will vest in two equal installments on August 31, 2023.September 30, 2025, and September 30, 2026.
(8)
The amount included for Ms. Daily for 2022 under the column entitled “Stock“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 a promotion and to incentivize her retention. These shares will vest on September 30, 2024.
(9)
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.
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) | | Total | | | 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 | | Total | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sandra B. Cochran | | | | 2022 | | | | $ | 20,169 | | | | $ | 2,022 | | | | $ | 397,470 | | | | $ | 43,232 | | | | $ | 2,357 | | | | $ | 0 | | | | $ | 465,250 | | | | | | 2023 | | | | $ | 20,895 | | | | $ | 2,232 | | | | $ | 390,226 | | | | $ | 22,183 | | | | $ | 2,551 | | | | $ | 0 | | | | $ | 438,087 | | | ||||||||||||||||
| P. Douglas Couvillion | | | | 2022 | | | | $ | 970 | | | | $ | 1,321 | | | | $ | 39,069 | | | | $ | 5,975 | | | | $ | 5,049 | | | | $ | 15,000 | | | | $ | 67,384 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Craig Pommells | | | | 2022 | | | | $ | 895 | | | | $ | 0 | | | | $ | 24,861 | | | | $ | 0 | | | | $ | 0 | | | | $ | 0 | | | | $ | 25,757 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Craig A. Pommells | | | | 2023 | | | | $ | 1,660 | | | | $ | 1,173 | | | | $ | 153,667 | | | | $ | 2,763 | | | | $ | 3,295 | | | | $ | 0 | | | | $ | 162,556 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cammie Spillyards-Schaefer | | | | 2023 | | | | $ | 1,436 | | | | $ | 1,426 | | | | $ | 73,072 | | | | $ | 4,346 | | | | $ | 2,925 | | | | $ | 0 | | | | $ | 83,205 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Laura A. Daily | | | | 2023 | | | | $ | 1,497 | | | | $ | 1,564 | | | | $ | 85,126 | | | | $ | 0 | | | | $ | 5,859 | | | | $ | 0 | | | | $ | 94,046 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Richard M. Wolfson | | | | 2022 | | | | $ | 990 | | | | $ | 1,601 | | | | $ | 48,735 | | | | $ | 9,466 | | | | $ | 5,728 | | | | $ | 0 | | | | $ | 66,521 | | | | | | 2023 | | | | $ | 1,639 | | | | $ | 1,821 | | | | $ | 48,548 | | | | $ | 5,487 | | | | $ | 5,587 | | | | $ | 0 | | | | $ | 63,083 | | | ||||||||||||||||
| Jennifer L. Tate | | | | 2022 | | | | $ | 978 | | | | $ | 1,432 | | | | $ | 48,734 | | | | $ | 1,815 | | | | $ | 4,079 | | | | $ | 0 | | | | $ | 57,038 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Laura A. Daily | | | | 2022 | | | | $ | 973 | | | | $ | 1,372 | | | | $ | 46,247 | | | | $ | 0 | | | | $ | 5,603 | | | | $ | 0 | | | | $ | 54,194 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(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 20222023 cash dividend equivalents which were or will be paid to the NEO upon the vesting of (i) the 20212023 LTPP and 2022 LTPP awards (at an assumed target level of
performance), and (ii) the 2023, 2022, and 20202021 Time-based RSU Grants, and (iii) any other time-based RSAs or RSUs granted to an NEO that vested in 20222023 or were unvested at the end of 2022.2023. These amounts will be settled in cash upon the vesting of the shares underlying such awards. This column does not include dividend equivalents on the 2020 Relative TSR Grants because such amounts were included in the calculation of the grant date fair value of these awards.
40
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 2022.2023.
| Name | | Grant Date | | | 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) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | 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 ($) | | Threshold (#) | | Target (#) | | Maximum (#) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | | Grant Date Fair Value of Stock and Option Awards(4) | | | Grant Date | | Threshold ($) | | Target ($) | | Maximum ($) | | Threshold (#) | | Target (#) | | Maximum (#) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | $ | 734,375 | | | | $ | 1,468,750 | | | | $ | 1,835,937 | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 470,000 | | | | $ | 1,880,000 | | | | $ | 2,820,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||
| Sandra B. Cochran | | | | | 09/23/21 | | | | | | | | | | | | | | | | | | | | 8,408 | | | | | 16,816 | | | | | 25,224 | | | | | | | | | $ | 145.07 | | | | | | 09/22/22 | | | | | | | | | | | | | | | | | | | | 6,035 | | | | | 24,140 | | | | | 48,280 | | | | | | | | | $ | 103.26 | | | |||||||||||||||||
| | | | 09/23/21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,816 | | | | $ | 145.07 | | | | | | 09/22/22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,140 | | | | $ | 103.26 | | | |||||||||||||||||||
| | | | | | | | $ | 127,400 | | | | $ | 254,800 | | | | $ | 318,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| P. Douglas Couvillion | | | | | 09/22/21 | | | | | | | | | | | | | | | | | | | | 525 | | | | | 1,051 | | | | | 1,576 | | | | | | | | | $ | 139.21 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 09/22/21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,051 | | | | $ | 139.21 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 09/22/21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,591 | | | | $ | 139.21 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | $ | 101,163 | | | | $ | 202,325 | | | | $ | 252,906 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Craig Pommells | | | | | 12/06/21 | | | | | | | | | | | | | | | | | | | | 661 | | | | | 1,322 | | | | | 1,983 | | | | | | | | | $ | 127.23 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 12/06/21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,322 | | | | $ | 127.23 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 12/06/21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,929 | | | | $ | 127.23 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | $ | 154,375 | | | | $ | 308,750 | | | | $ | 385,938 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Richard M. Wolfson | | | | | 09/22/21 | | | | | | | | | | | | | | | | | | | | 1,019 | | | | | 2,039 | | | | | 3,058 | | | | | | | | | $ | 139.21 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 09/22/21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,039 | | | | $ | 139.21 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | $ | 166,875 | | | | $ | 233,750 | | | | $ | 292,187 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Jennifer L. Tate | | | | | 09/22/21 | | | | | | | | | | | | | | | | | | | | 760 | | | | | 1,520 | | | | | 2,280 | | | | | | | | | $ | 139.21 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 09/22/21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,520 | | | | $ | 139.21 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | $ | 89,250 | | | | $ | 357,000 | | | | $ | 535,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Craig A. Pommells | | | | 09/22/22 | | | | | | | | | | | | | | | | | | | | 851 | | | | | 3,405 | | | | | 6,810 | | | | | | | | | $ | 103.26 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 09/22/22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,405 | | | | $ | 103.26 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 09/22/22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 19,368 | | | | $ | 103.26 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | $ | 65,000 | | | | $ | 260,000 | | | | $ | 390,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cammie Spillyards-Schaefer | | | | 09/22/22 | | | | | | | | | | | | | | | | | | | | 513 | | | | | 2,054 | | | | | 4,108 | | | | | | | | | $ | 103.26 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 09/22/22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,054 | | | | $ | 103.26 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 09/22/22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,684 | | | | $ | 103.26 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | $ | 132,275 | | | | $ | 264,549 | | | | $ | 330,687 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 69,875 | | | | $ | 279,500 | | | | $ | 419,250 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||
| Laura A. Daily | | | | 09/22/21 | | | | | | | | | | | | | | | | | | | | 728 | | | | | 1,456 | | | | | 2,184 | | | | | | | | | $ | 139.21 | | | | | | 09/22/22 | | | | | | | | | | | | | | | | | | | | 552 | | | | | 2,208 | | | | | 4,416 | | | | | | | | | $ | 103.26 | | | ||||||||||||||||||
| | | | 09/22/21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,456 | | | | $ | 139.21 | | | | | | 09/22/22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,208 | | | | $ | 103.26 | | | |||||||||||||||||||
| | | | 09/22/21 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,500 | | | | $ | 139.21 | | | | | | 09/22/22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,263 | | | | $ | 103.26 | | | |||||||||||||||||||
| | | | | | | | | $ | 81,250 | | | | $ | 325,000 | | | | $ | 487,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Richard M. Wolfson | | | | 09/22/22 | | | | | | | | | | | | | | | | | | | | 770 | | | | | 3,081 | | | | | 6,162 | | | | | | | | | $ | 103.26 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 09/22/22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,081 | | | | $ | 103.26 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1)
The amounts shown reflect the possible aggregate payouts under the 20222023 annual bonus plan at the “threshold,” “target” and “maximum” levels, pro-rated, in the case of Mr. Pommells, to actual dates of service.levels. Actual payouts to each NEO for 20222023 were 30.3%89.0% of target and are disclosed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. For a discussion of the 20222023 annual bonus plan and the 20222023 payouts, see “Executive Compensation — Compensation Discussion and Analysis — Overview of2023 Compensation ElementsPlans — Annual Bonus Plan.”
(2)
The amounts shown reflect the possible payouts (at grant date fair value) for the LTPP Awards granted under the 20222023 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 150%200% of his or her 20222023 LTPP target. For a discussion of the 20222023 Long-Term Incentive Program, see “Executive Compensation — 2023 Compensation Discussion and Analysis — Overview of Compensation ElementsPlans — 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 2022.2023.
(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 20222023 LTPP), 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), 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 109 to the Consolidated
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Financial Statements included or incorporated by reference in the Company’s Annual Report on Form 10-K for 2022.2023.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Employment AgreementAgreements with Named Executive Officers
We currently have onetwo employment agreementagreements with a Named Executive OfficerOfficers as further described below.
Employment Agreement with Sandra B. Cochran
Agreement. Under the Current Cochran Employment Agreement, Ms. Cochran serveswill continue to serve as the Company’s President and Chief Executive Officer, reporting to the Board, and will be nominated annually by the Board to serve as a director throughout her employment. Duringuntil November 1, 2023. Beginning November 1, 2023, Ms. Cochran will serve as the termExecutive Chair until September 30, 2024, or such earlier date that the Board of Directors of the agreement measured from the outset of 2022, sheCompany may determine upon 30 days’ prior written notice to Ms. Cochran. Ms. Cochran will receive an annual base salary of not less than $1,175,000 (her 20222023 salary) and for the fiscal year ending August 2, 2024, Ms. Cochran will be eligible to receive an annual incentive bonus with her current target opportunity with a target of not less than 125%equal to 160% of annual base salary (her 20222023 target bonus opportunity). Additionally, with respect to any of the Company’s long-term incentive plans, Ms. Cochran’s target aggregate award value under such plans will be not less than 400% of her annual base salary (her 20222023 target award value). Ms. Cochran will be 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.
As described on pages 29-32 of this proxy statement, the Current Cochran Employment Agreement contains certain benefits and imposes certain obligations if the Current Cochran Employment Agreement is terminated without “cause” or “good reason” (as defined in the Current Cochran Employment Agreement) and contains certain rights in the event of a change in control of the Company.
Employment Agreement with Julie Masino
As described on pages 31-32 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 Chief Executive Officer-Elect and will begin serving as President and Chief Executive Officer on November 1, 2023. As Chief Executive Officer-Elect and President and Chief Executive Officer, Ms. Masino will report to the Board, and as of November 1, 2023, Ms. Masino will be appointed to the Board of Directors and will be re-nominated by the Board of Directors for election at each annual meeting of the Company’s shareholders thereafter during her employment as President and Chief Executive Officer. Ms. Masino will receive 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 will be not less than 360% of her annual base salary. Ms. Masino will be 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. CochranMasino will be as recommended by the Compensation Committee and approved by the Board.
As described on pages 29 – 3031-32 of this proxy statement, the Masino Employment Agreement contains 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.
Severance Plan and Management Retention Agreements
As described on page 28pages 31-33 of this proxy statement, our executive officers, including all of our Named Executive Officers, are parties to athe 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
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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.
Transitional Letter Agreements
As described on page 33 of this proxy statement, in connection with the chief executive officer transition, the Company entered into a Transitional Letter Agreement with each of its executive officers, including Craig Pommells, Laura Daily, and Richard Wolfson. The Transitional Letter Agreements are intended to create an additional incentive to retain senior executive talent during the CEO transition and provide for additional severance if the Company terminates their employment without “Cause” (as such term is defined in the Transitional Letter Agreements) during a limited period of time following the CEO Transition Date.
Consulting Agreements
As described on pages 33-34 of this proxy statement, in connection with the chief executive officer 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 July 29, 2022.28, 2023.
| | | Option Awards | | Stock Awards | | | 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 ($)(11) | | Equity Incentive Plan Awards: Number Of Unearned Shares, Units Or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market Or Payout Value Of Unearned Shares, Units Or Other Rights That Have Not Vested ($)(11) | | | 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 ($) | | Option Expiration Date | | Number Of Shares Or Units Of Stock That Have Not Vested (#) | | Market Value Of Shares Of Stock That Have Not Vested ($)(12) | | 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 ($)(12) | | ||||||||||||||||||||||||||||||||||||||||||
| Sandra B. Cochran | | | | | | | | | | | | | | | | | | | | | | | | | 16,816(1) | | | | $ | 1,598,697 | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,140(1) | | | | $ | 2,263,125 | | | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | 6,431(2) | | | | $ | 611,395 | | | | | | | | | | | | | | | | | | | | | | | | | | 16,816(2) | | | | $ | 1,576,500 | | | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | 19,448(3) | | | | $ | 1,848,921 | | | | | | | | | | | | | | | | 19,448(3) | | | | $ | 1,823,250 | | | | | | | | | | | | | |||||||||||||||||||
| | | | | | | | | | | | | | 6,431(4) | | | | $ | 611,395 | | | | | | | | | | | | | | | | | | | | | | | | | | 11,211(4) | | | | $ | 1,051,031 | | | | | | | | | | | | | |||||||||||||||||||
| | | | | | | | | | | | | | 19,448(5) | | | | $ | 1,848,921 | | | | | | | | | | | | | | | | | | | | | | | | | | 24,140(5) | | | | $ | 2,263,125 | | | | | | | | | | | | | |||||||||||||||||||
| | | | | | | | | | | | | | 16,816(6) | | | | $ | 1,598,697 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
P. Douglas Couvillion | | | | | | | | | | | | | | | | | | | | | | | | | 1,051(1) | | | | $ | 99,919 | | | ||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | 408(2) | | | | $ | 38,789 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | 1,234(3) | | | | $ | 117,316 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | 408(4) | | | | $ | 38,789 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | 1,234(5) | | | | $ | 117,316 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | 1,051(6) | | | | $ | 99,919 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | 1,795(7) | | | | $ | 170,651 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Craig Pommels | | | | | | | | | | | | | | | | | | | | | | | | | 1,322(1) | | | | $ | 125,683 | | | ||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | 1,322(6) | | | | $ | 125,683 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | 3,929(8) | | | | $ | 373,530 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Richard M. Wolfson | | | | | | | | | | | | | | | | | | | | | | | | | 2,039(1) | | | | $ | 193,848 | | | ||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | 794(2) | | | | $ | 75,486 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | 2,403(3) | | | | $ | 228,453 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | 794(4) | | | | $ | 75,486 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | 2,403(5) | | | | $ | 228,453 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | 2,039(6) | | | | $ | 193,848 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Jennifer L. Tate | | | | | | | | | | | | | | | | | | | | | | | | | 1,520(1) | | | | $ | 144,506 | | | ||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | 1,780(3) | | | | $ | 169,225 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | 1,780(5) | | | | $ | 169,225 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | 1,520(6) | | | | $ | 144,506 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | 3,000(9) | | | | $ | 285,210 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Craig A. Pommells | | | | | | | | | | | | | | | | | | | | | | | | | 3,405(1) | | | | $ | 319,219 | | | ||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | 1,322(2) | | | | $ | 123,938 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | 881(4) | | | | $ | 82,594 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | 3,405(5) | | | | $ | 319,219 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | 3,929(6) | | | | $ | 368,344 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | 19,368(7) | | | | $ | 1,815,750 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Cammie Spillyards-Schaefer | | | | | | | | | | | | | | | | | | | | | | | | | 2,054(1) | | | | $ | 192,563 | | | ||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | 530(2) | | | | $ | 49,688 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | 353(4) | | | | $ | 33,094 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | 2,054(5) | | | | $ | 192,563 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | 1,000(8) | | | | $ | 93,750 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | 9,684(9) | | | | $ | 907,875 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Laura A. Daily | | | | | | | | | | | | | | | | | | | | | | | | | 1,456(1) | | | | $ | 138,422 | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,208(1) | | | | $ | 207,000 | | | ||||||||||||||||
| | | | | | | ��� | | | | | | | | | | | | | | | | | | 408(2) | | | | $ | 38,789 | | | | | | | | | | | | | | | | | | | | | | | | | | 1,456(2) | | | | $ | 136,500 | | | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | 1,646(3) | | | | $ | 156,485 | | | | | | | | | | | | | | | | 1,646(3) | | | | $ | 154,313 | | | | | | | | | | | | | |||||||||||||||||||
| | | | | | | | | | | | | | 408(4) | | | | $ | 38,789 | | | | | | | | | | | | | | | | | | | | | | | | | | 971(4) | | | | $ | 91,031 | | | | | | | | | | | | | |||||||||||||||||||
| | | | | | | | | | | | | | 1,646(5) | | | | $ | 156,485 | | | | | | | | | | | | | | | | | | | | | | | | | | 2,208(5) | | | | $ | 207,000 | | | | | | | | | | | | | |||||||||||||||||||
| | | | | | | | | | | | | | 1,456(6) | | | | $ | 138,422 | | | | | | | | | | | | | | | | | | | | | | | | | | 2,500(10) | | | | $ | 234,375 | | | | | | | | | | | | | |||||||||||||||||||
| | | | | | | | | | | | | | 2,500(10) | | | | $ | 237,675 | | | | | | | | | | | | | | | | | | | | | | | | | | 7,263(11) | | | | $ | 680,906 | | | | | | | | | | | | | |||||||||||||||||||
| Richard M. Wolfson | | | | | | | | | | | | | | | | | | | | | | | | | 3,081(1) | | | | $ | 288,844 | | | ||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | 2,039(2) | | | | $ | 191,156 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | 2,403(3) | | | | $ | 225,281 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | 1,359(4) | | | | $ | 127,406 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | 3,081(5) | | | | $ | 288,844 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
(1)
This award represents the 20222023 LTPP Award. The 20222023 LTPP Award has a three-year performance period, which ends on August 2, 2024.8, 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.
(2)
This award represents the 2020 Relative TSR Grant. This award vested2022 LTPP Award. The 2022 LTPP Award has a three-year performance period, which ends on September 15, 2022.August 2, 2024. Actual awards will be distributable following the end of the
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