DEF 14A of Cracker Barrel Old Country Store, Inc, Oct 6, 2023

DEF 14A of Cracker Barrel Old Country Store, Inc

Filed Oct 6, 2023 · FY20230001104659-23-107368

Open on EDGAR

  1. Directors

    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 59 of this proxy statement.

  2. Compensation of Directors

    Compensation of Directors Our Compensation Committee reviews the compensation we pay to our independent directors annually, in consultation with Frederic W. Cook & Co., the Compensation Committee’s outside compensation consultant (“FW Cook”) and recommends any changes in compensation to the entire Board of Directors for consideration and approval. The Compensation Committee’s recommendation to the Board of Directors takes into consideration the competitiveness of total compensation relative to our restaurant and retail industry peer companies (see pages 20-21 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 stock compensation payable to our directors as discussed below. Cash Compensation. In fiscal 2023, upon the Compensation Committee’s recommendation, the Board approved the director cash compensation amounts set forth in the following table, which were unchanged from fiscal 2022 levels.

  3. Compensation of Directors

    | 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 |

  4. Compensation of Directors

    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 $20,000 in 2023 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 $140,000 (up from $120,000 in 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 Chairperson receives an additional grant of RSUs having a value equal to approximately $65,000 (the same amount as in 2022), for a total award having an approximate value of $205,000. The foregoing awards are prorated for any outside director who joins the Board during the course of the fiscal year. All of the RSUs awarded to our independent directors vest at the earlier of one year from the date of grant or at the next annual meeting of shareholders. The Company has no knowledge of any agreement or arrangement between any director or director nominee and any person or entity other than the Company relating to compensation or other payment in connection with such person’s candidacy or service as a director. Our non-employee directors are also offered the option to participate in a directors’ deferred compensation plan. This plan allows a participant to defer a percentage or sum of his or her compensation and earn interest on that deferred compensation at a rate equal to the 10-year Treasury bill rate (as in effect at the beginning of each calendar month) plus 1.5%. The compensation of our directors during 2023 is detailed in the Director Compensation Table, which can be found on page 49 of this proxy statement.

  5. Section 1. Executive Summary

    | 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 executive compensation as disclosed in our 2022 Proxy Statement. | | Compensation Decisions for 2023 | • Base Salary. Our Chief Executive Officer, Ms. Cochran, did not receive a base salary increase in 2023. Our other NEOs received base salary increases in 2023 ranging from approximately 5% to 11% as part of their annual compensation review. • Annual Bonus Plan. • The 2023 Annual Bonus Plan is a broad-based incentive plan that applies to more than 300 management-level employees across the Company and not just to our NEOs. • The maximum payment under the 2023 Annual Bonus was capped at 150% of target. Actual payout was 89% of target, as described below. • The 2023 Annual Bonus Plan was a two-part program, with two separate components: Financial and Strategic. |

  6. Section 1. Executive Summary

    | | • The financial component of the 2023 Annual Bonus Plan, representing 50% of a participant’s target payout, was based on the Company’s achievement of operating income in 2023. In establishing the operating income goals at the outset of the 2023 Annual Bonus Plan, the Committee determined to exclude certain anticipated extraordinary items from the calculation of operating income under the plan, as more fully described in the CD&A. The Company achieved a level of operating income performance calculated in accordance with the 2023 Annual Bonus Plan resulting in a payout of 86.5% of target under this portion of the 2023 Annual Bonus Plan. • The strategic component of the 2023 Annual Bonus Plan, representing the remaining 50% of a participant’s target payout, was based on the Company’s achievement of various quantifiable, objective, and strategically important performance metrics in 2023. The Company achieved these metrics at a level resulting in a payout of 122.5% under this portion of the 2023 Annual Bonus Plan. • Averaging the financial and strategic components resulted in a total payout under the 2023 Annual Bonus Plan of 104.5% of target. However, the Committee exercised negative discretion and reduced the final payout by 15.5 percentage points, such that each NEO received 89% of his or her respective overall target bonus. • LTI Program • The Company issued 50% of the target value of each NEO’s 2023 LTI awards in the form of performance shares, measured over a three-year performance period, and the other 50% in the form of time-based restricted shares. The performance shares are capped at 200% of target and will vest, if at all, based on the Company’s achievement of certain EBITDA targets. The final number of performance shares that vest will be adjusted up or down, as the case may be, based on the Company’s relative total shareholder return (“TSR”) performance against the S&P MidCap 400 Index (the “Index”) over the same three-year performance period. However, if the Company’s TSR over the performance period is negative, then no positive adjustment can be made to a participant’s award, irrespective of how well the Company performs relative to the Index. • Executives are required to hold both performance and time-based shares granted under the 2023 LTI program for an additional year following their vesting. • Perquisites. We made no changes to the limited benefits/ perquisites provided to NEOs in 2023. • 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 |

  7. Section 1. Executive Summary

    | | 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 | We made no changes to our compensation peer group in 2023. | | Continued Adherence to Existing Philosophies and Best Practices | We continue to adhere to our core philosophies of pay-for-performance, including ensuring a majority of our NEO pay is at-risk. For 2023, approximately 85% of our Chief Executive Officer pay was at-risk. An average of approximately 64% of the pay of our other NEOs was at-risk. Core practices remain unchanged from prior years, including ensuring compensation programs do not incentivize improper risk-taking, targeting total NEO direct compensation at market median, requiring meaningful share ownership by our NEOs, and subjecting incentive compensation payments to robust recoupment and anti-hedging/anti-pledging policies. |

  8. Section 3. Our Compensation Philosophy and Processes

    Section 3. Our Compensation Philosophy and Processes Compensation Philosophy Our central compensation objective is to drive long-term total return to our shareholders and build a better company by implementing compensation programs that: • Reward both company-wide and individual performance, • Align our executives’ interests with those of our shareholders, • Allow us to attract and retain talented executives, and Appropriately incentivize management without exposing the Company to undue levels of risk. We have a strong “pay for performance” philosophy designed to: Reward executives for maximizing our success, as determined by our performance relative to our financial and operational goals and relative to our industry, • Reward executives for both near-term and sustained longer-term financial and operating performance as well as leadership excellence, • Align the economic interests of executives with those of our shareholders, and • Encourage 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 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 2023. FW Cook reports directly to the Compensation Committee. As required under the Nasdaq Stock Market Rules, the Compensation Committee has assessed the independence of FW Cook pursuant to applicable SEC and Nasdaq rules, including, but not limited to, those set forth in Rule 5605(d)(3)(D) of the Nasdaq Stock Market Rules, as applicable. The Compensation Committee concluded that no conflict of interest exists that would prevent FW Cook from serving as an independent consultant to the Compensation Committee. Role of Management Management plays the following roles in the compensation process: • Management recommends to our Board of Directors business performance targets and objectives for the annual plan and provides background information about the underlying strategic objectives; • Management evaluates employee performance; • Management recommends cash compensation levels and equity awards; • Management works with the Compensation Committee Chair to establish the agenda for Compensation Committee meetings; • 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.

  9. Section 3. Our Compensation Philosophy and Processes

    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. The Compensation Committee conducted its annual review of the Company’s peer group to confirm the alignment of the Company’s peer group with the Company as summarized above. After undertaking this review, our peer group for 2023 was comprised of the following 15 publicly-traded companies:

  10. Section 3. Our Compensation Philosophy and Processes

    | 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 | | |

  11. Section 4. 2023 Compensation Programs

    | Pay Element | At Risk? | What the Pay Element Rewards | Purpose of the Pay Element | Decisions for 2023 | | Base Salary | | Skills, experience, competence, performance, responsibility, leadership and contribution to the Company. | Provide fixed compensation for daily responsibilities. | Our Chief Executive Officer, Ms. Cochran, did not receive a base salary increase in 2023. Our other NEOs received base salary increases ranging from approximately 5% to 11% as part of their annual compensation assessment. | | Annual Bonus Plan | ✔ | Annual achievement of objective performance targets. | Focus attention on meeting annual performance targets and our near-term success, provide additional cash compensation and incentives based on our annual performance. | As in 2022, the 2023 Annual Bonus Plan was established as a program with two components. The first component was financial, based on the achievement of operating income, and represented 50% of an executive’s target award. The second component, representing the remaining 50% of an executive’s target award, was strategic and was based on the achievement of various objective metrics which the Compensation Committee deemed important. In all events, bonus payouts were capped at 150% of target. | | Long-Term Performance Incentives (Performance Shares) | ✔ | Achieving multi-year performance goals and value creation. | 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. As in 2022, performance shares granted in 2023 will ultimately vest, if at all, on the basis of the Company’s achievement of EBITDA over a three-year performance period. The number of shares will be further subject to a 25% adjustment, up or down, based on the Company’s relative TSR performance against the |

  12. Section 4. 2023 Compensation Programs

    | Pay Element | At Risk? | What the Pay Element Rewards | Purpose of the Pay Element | Decisions for 2023 | | | | | | Index. The payout of 2023 performance shares is capped at 200% of target. | | Long-Term Retention Incentive (time-based RSUs) | ✔ | Continued service to the Company and its shareholders. | Create alignment with shareholders by focusing efforts on longer-term financial 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 benefits. | Allow executives to focus their efforts on running the business effectively. | No changes from 2022. |

  13. Section 4. 2023 Compensation Programs

    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 target bonus opportunity for 2023. Program Design for 2023 The Compensation Committee determined that the same general annual bonus program structure from 2022 would once again be appropriate for 2023, with some modifications as to weighting and maximum payouts. In 2023, 50% of an executive’s bonus opportunity was tied to the achievement of operating income and the other 50% was tied to the achievement of a series of objective and quantitative metrics that the Compensation Committee believed were important for the Company’s short- and long-term success. The Committee capped potential payouts under each portion of the 2023 bonus program at 150% of target, which was above the level used in 2022 (125%), but below the Company’s traditional cap of 200%, which was our normal practice prior to the pandemic. 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 the prior year’s operating income of $165.7 million. Threshold operating income for purposes of the 2023 Annual Bonus Plan was set at $136 million; target was set at $173 million; and maximum was set at $230 million.* Following the conclusion of 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 $150.4 million in 2023, corresponding to an approximate payout of 86.5% of target for this portion of the bonus program. * 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 determined that adjusted operating income was an appropriate performance measure 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 discretionary 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 approval of the 2023 Annual Bonus Plan and the performance metrics thereunder was the Compensation Committee’s exercise of negative discretion to lower final payouts, as described on page 26 of this proxy statement. Strategic Component — Objective Metrics For the strategic component of the annual bonus plan, the Compensation Committee established a weighted scorecard of 19 objective and strategically important performance metrics, each with preset and 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 186. The Committee then created a payout grid based on the total number of points achieved, capping the associated payouts at 150% of target, and with payouts between levels prorated on a straight-line basis:

  14. Section 4. 2023 Compensation Programs

    | Total Points | Percent of Target Payout | | Below 90 | 0% | | 90 | 25% of Target | | 100 | 50% of Target | | 110 | 75% of Target | | 130 | 100% of Target | | 150 | 120% of Target | | 186 | 150% of Target |

  15. Section 4. 2023 Compensation Programs

    | 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 |

  16. Section 4. 2023 Compensation Programs

    The above 2023 annual bonuses are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 39 of this proxy statement. Long-Term Incentives The Compensation Committee believes that long-term incentives, particularly equity-based awards, provide a strong alignment of the interests of shareholders and executives and serve as a valuable talent retention tool. Therefore, a significant portion of our executive officers’ total compensation is provided in the form of equity awards, which are granted under the Company’s 2020 Omnibus Incentive Plan, approved by our shareholders (the “2020 Omnibus Plan”). Each year the Compensation Committee considers and discusses various alternatives as to the form and structure of equity-based awards in order to best achieve these goals of shareholder alignment and talent retention. Long-Term Incentive Arrangements for 2023 In 2023, the Company’s equity compensation awarded to executive officers was governed by the 2023 Long-Term Incentive (“LTI”) program, which the Compensation Committee adopted in September 2022. The 2023 LTI program consists of two components: (i) a Long-Term Performance Plan (LTPP) (the “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 “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 12 months following the vesting date. 2023 LTI Award Grants In September 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”) 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 2022 and the first 30 calendar days of 2023, which was $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. 2023 LTPP. For 2023, each executive officer was eligible to receive a 2023 LTPP award of performance-based shares (a “2023 LTPP Award”) of a target number of shares, with the actual number of awarded shares determined by the Company’s achievement of EBITDA over a three-year performance period, and adjusted up or down, as the case may be, based on the Company’s TSR over such period relative to the Index, as described further above. The minimum number of potential shares is zero and the maximum is 200% of target. Moreover, awards cannot be upwardly adjusted if the Company’s absolute TSR over the performance period is negative, irrespective of how well the Company performs relative to the Index. NEOs (other than Ms. Cochran) will forfeit their 2023 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 2023 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 2025:

  17. Section 4. 2023 Compensation Programs

    2023 RSU Awards. Each executive officer received a target 2023 RSU Award of time-based RSUs that will ratably vest over the three years (i.e., one third on each of the first, second and third anniversaries of the date of grant, respectively). NEOs (other than Ms. Cochran) will forfeit their 2023 RSU Award if, prior to that time, they are terminated or voluntarily resign other than as a result of (i) retirement by an individual who meets the retirement-eligible conditions of 60 years of age and at least five years of service, for which such awards will be prorated for time served and based on actual performance determined at the end of the performance period; or (ii) following a change in control of the Company. The following table summarizes the 2023 RSU Awards for each of our Named Executive Officers:

  18. Section 4. 2023 Compensation Programs

    | NAMED EXECUTIVE OFFICER | 2023 BASE SALARY | TARGET RSU PERCENTAGE | TARGET VALUE | NO. OF SHARES AWARDED | | 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 |

  19. Section 4. 2023 Compensation Programs

    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 having a grant date fair value of $750,000, $1,000,000, and $2,000,000 respectively. In the case 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 the third anniversary of the grant, while the awards made to Ms. Spillyards-Schaefer and Mr. Pommells vest in two equal installments on each of the third and fourth anniversaries of the grant. Previously Granted Performance-Based Equity Awards In September 2021, in response to shareholder feedback, we changed the relevant performance period for our performance-based equity grants (i.e., our LTPP awards) from two years to three years. Because of this, no performance-based equity awards vested in 2023.

  20. Severance and Change in Control Provisions

    Severance and Change in Control Provisions None of our current Named Executive Officers has an employment agreement other than Ms. Cochran and 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 are summarized as they apply to our Named Executive Officers below. In addition, each Named Executive Officer entered into certain supplemental severance-related agreements this year in 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 with Ms. Cochran, the employment agreement with Ms. Masino, General Severance Agreements, CIC Agreements and supplemental agreements related to our CEO transition are described in greater detail below. Potential payments pursuant to these agreements to our Named Executive Officers under various termination scenarios are more fully described under “Executive Compensation — Compensation Tables and Information — Potential Payments Upon Termination or Change in Control” below, including the table on page 48 of this proxy statement. Severance Benefits Specific to Ms. Cochran For most of 2023, the Company and Ms. Cochran were parties to an employment agreement entered into on July 27, 2018, and amended on February 24, 2022 (as amended, the “Former Cochran Employment Agreement”). On July 17, 2023, in connection with our CEO transition, the Company and Ms. Cochran 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. In the event that Ms. Cochran’s employment is terminated by the Company with “Cause” (as defined in the 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 without “Good Reason” (as defined in the 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) if terminated prior to the Transition Date, Ms. Cochran will forfeit all of her unvested equity awards and (ii) if terminated on or after the Transition Date but prior to the Retirement Date, Ms. Cochran will forfeit the FY 2024 LTPP award, but, because she is already eligible for retirement under the Company’s compensation programs, all other outstanding equity awards will continue to vest as if Ms. Cochran’s employment had not been terminated prior to the end of the vesting period. If (i) Ms. Cochran’s employment with the Company is terminated by the Company without Cause, (ii) the Board accelerates the Retirement Date or (iii) Ms. Cochran resigns for Good Reason, Ms. Cochran will be entitled to receive, in addition to the accrued obligations: • payment of Ms. Cochran’s base salary through the Retirement Date; • annual cash incentive bonus for fiscal years 2023 and 2024, payable at the same 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 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 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.

  21. Severance and Change in Control Provisions

    Among other things, the Masino Employment Agreement governs the severance benefits to be received by Ms. Masino. Under the Masino Employment Agreement, Ms. Masino’s employment with the Company is “at will” and either party may terminate the agreement at any time, but Ms. Masino will be entitled to certain severance benefits in the event that her employment with the Company is terminated under certain circumstances. In the event that Ms. Masino’s employment is terminated by the Company with Cause (as defined in the Masino Employment Agreement) or by Ms. Masino without Good Reason (as defined in the Masino Employment Agreement), the Masino Employment Agreement provides the Company shall pay the accrued obligations under the Masino Employment Agreement to Ms. Masino. Ms. Masino will forfeit any unearned cash incentive awards and outstanding equity awards that are unvested at the time of such termination. If Ms. Masino’s employment is terminated by the Company without Cause or by Ms. Masino with Good Reason, the Masino Employment Agreement provides that, in addition to the accrued obligations under the Masino Employment Agreement, Ms. Masino will be entitled to: • an amount equal to two times the sum of Ms. Masino’s current base salary and Ms. Masino’s annual cash target-level incentive bonus; • a prorated portion of Ms. Masino’s annual cash incentive bonus for the fiscal year in which such termination occurs, based on the number of calendar days elapsed prior to such termination; and • a lump-sum payment in an amount equal to the costs of continued health benefits under COBRA for a period of 24 months. In addition, if Ms. Masino’s employment is terminated by the Company without Cause (other than due to death or disability) or by Ms. Masino with Good Reason prior to August 1, 2025, Ms. Masino will forfeit all unvested equity awards (other than the time-vesting restricted stock award she received on August 7, 2023), and if terminated on or after August 1, 2025, Ms. Masino’s unvested time-vesting equity awards shall be fully payable upon conclusion of the original vesting period and unvested performance awards shall be prorated for service and payable upon conclusion of the applicable performance period based on actual performance. General Severance Agreement for all other Named Executive Officers Each Named Executive Officer who is a party to the General Severance Agreement will be entitled to receive severance benefits of 12-18 months’ base salary continuation and continuation of benefits under COBRA (with the executive responsible for paying the premiums), depending on his or her length of service, as a result of the termination of his or her employment by the Company other than for “cause” or by the executive for “good reason” (each as defined in the agreement). To receive the foregoing benefits, the executive must execute a comprehensive release in favor of the Company, waiving any claims the executive may have against the Company. In addition to obligating the executive to maintain confidentiality of Company information and return all Company property, the General Severance Agreement further contains non-competition covenants that restrict the executive from working with certain competitors for a period of six months; and (ii) soliciting employees of the Company or interfering with the relationship of any customer, supplier or other business relation of the Company for a period of 12 months. 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 The Current Cochran Employment Agreement provides certain benefits in the event that her employment with the Company is terminated in connection with a change in control. The Current Cochran 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 Current Cochran Employment Agreement, and her employment is terminated without cause or terminated by Ms. Cochran with good reason within 90 days prior to or within two years following the change in control, Ms. Cochran will be entitled to receive: • a lump-sum payment of her base salary owed through the Retirement Date, • a prorated portion of Ms. Cochran’s target annual cash incentive bonus, based the number of calendar days elapsed in the fiscal year of termination, and • 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. 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: • 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; • 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; • 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

  22. Severance and Change in Control Provisions

    remain in the employ of the Company, from the date of a change in control to the earlier to occur of the second anniversary of such change in control or the executive’s normal retirement date. During this period of employment, the Company agrees to provide the executive with (i) base salary at least equal to the highest base salary which the executive was paid during the 24 calendar months immediately prior to the change in control, (ii) the right to participate, at the highest target percentage rate or target participation level at which he or she participated during the 12-month period prior to the change in control, in the Company’s bonus and equity incentive compensation plans; and (iii) the same employee benefits and perquisites which the executive received (or had the right to receive) during the 12 months immediately prior to the date of the change in control. The CIC Agreement has an indefinite term but may be terminated by the Company upon not less than one year’s prior written notice to the executive if (i) the Company has not received any proposal or indication of interest from a party regarding, nor is the Company’s Board of Directors then considering, a potential change in control transaction; and (ii) the Company terminates the CIC Agreements for all similarly situated executives and not just the individual. The CIC Agreement is “double trigger”, and no payments or equity awards are paid out immediately upon the change in control. The executive does not have any right to receive any gross-up payment in reimbursement of any excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). If amounts payable under the CIC Agreement would be subject to such excise tax, then the executive will pay the tax or such amounts will be reduced to a level where the excise tax no longer applies, whichever is more beneficial to the executive. The CIC Agreement contains restrictive covenants, including relating to confidentiality, non-competition, and non-solicitation, that are identical to the ones found in the General Severance Agreement. In the event that employment is terminated by the Company other than for “cause” or by the executive for “good reason” (each as defined in the CIC Agreement) at any point during the 24 months following a change in control, then, in addition to any accrued and unpaid salary, bonus, benefits and vacation time, the terminated executive is entitled to (i) a lump-sum cash payment equal to two times the sum of his or her annual salary and target annual bonus for the year in which termination occurs, (ii) his or her annual bonus for the year in which termination occurs, pro-rated to his or her actual period of service during that year; (iii) continued health and welfare benefits and perquisites for the two-year period following termination at no greater cost to the executive; and (iv) the payment of the cash-out of his or her equity awards, as described below. Unless an individual equity award agreement provides the executive with immediate vesting of the award upon a change in control (in which case the terms of such award agreement will apply), under the CIC Agreement, all of the executive’s outstanding and unvested equity awards and accrued dividends at the time of the change in control occurs will be converted to cash at their target level of award, which, depending on the Company’s projected performance at the time of conversion, could be beneficial or detrimental to the executive. The converted cash will earn interest at the rate of 1.5% over the 10-year Treasury Bill rate in effect at the beginning of each month and will be paid to the executive upon the earliest to occur of (i) the second anniversary of the change in control; (ii) the date(s) on which the underlying awards would have otherwise vested or been paid; or (iii) the date of a qualifying termination of the executive’s employment under the CIC Agreement. Special CEO Transition Arrangements In connection with our 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 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.

  23. Realizable Pay Analysis

    Executive officers and non-employee directors must retain 100% of the net number of shares of common stock acquired (after payment of exercise price, if any, and taxes) upon the exercise of stock options and the vesting of restricted stock or RSUs granted until they achieve compliance with the applicable guideline. Once achieved, ownership of the guideline amount must be maintained for as long as the executive officers and non-employee directors are subject to the Ownership Guidelines. Executive officers and non-employee directors who do not comply with the Ownership Guidelines may not be eligible for future equity awards. If an executive officer or non-employee director falls below the required ownership threshold, he or she is prohibited from selling shares of Company common stock until he or she meets the ownership thresholds. Anti-Hedging and Anti-Pledging Policy The Company’s anti-hedging and anti-pledging policy (the “Anti-Hedging and Anti-Pledging Policy”) prohibits directors and officers from directly or indirectly engaging in hedging against future declines in the market value of the Company’s securities through the purchase of financial instruments designed to offset such risk and from pledging the Company’s securities as collateral for margin and other loans. The Compensation Committee considers it improper and inappropriate for directors and officers of the Company to engage in hedging transactions to mitigate the impact of changes in the value of the Company’s securities. Similarly, placing the Company’s securities in a margin account or pledging them as collateral may result in their being sold without the director’s or officer’s consent or at a time when the director or officer is in possession of material nonpublic information of the Company. When any of these types of transactions occurs, the director’s or officer’s incentives and objectives may be less closely aligned with those of the Company’s other shareholders, and the director’s or officer’s incentive to improve the Company’s performance may be (or may appear to be) compromised. Under the Anti-Hedging and Anti-Pledging Policy, no director or officer may, directly or indirectly, engage in any hedging transaction that reduces or limits the director’s or officer’s economic risk with respect to the director’s or officer’s holdings, ownership or interest in the Company’s securities, including outstanding stock options, stock appreciation rights or other compensation awards the value of which are derived from, referenced to or based on the value or market price of the Company’s securities. Prohibited transactions include the purchase by a director or officer of financial instruments, including, without limitation, prepaid variable forward contracts, equity swaps, collars, puts, calls or other derivative 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 is 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 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.

  24. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation for the Named Executive Officers during 2023, 2022 and 2021.

  25. Summary Compensation Table

    | Name and Principal Position | 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 | 2023 | $1,175,000 | $4,985,393 | $1,673,200 | $438,087 | $8,271,679 | | | 2022 | $1,175,000 | $4,878,994 | $445,031 | $465,250 | $6,964,276 | | | 2021 | $1,150,000 | $4,481,208 | $1,796,875 | $152,969 | $7,581,053 | | 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 | 2023 | $500,000 | $636,288 | $289,250 | $63,083 | $1,488,621 | | | 2022 | $475,000 | $567,698 | $93,551 | $66,521 | $1,202,770 | | | 2021 | $450,000 | $553,699 | $365,625 | $31,888 | $1,401,212 |

  26. Summary Compensation Table

    (1) Amounts in this column reflect the actual base salary earned by the NEO in 2023, 2022 and 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 and 2021, calculated in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). Specifically, the amounts provided for 2023 reflect the aggregate grant date fair value of the Named Executive Officer’s (i) time-based award under the 2023 Time-based RSU and (ii) target number of performance-based awards under the 2023 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 2023 (including the time-based award) are as follows:

  27. Summary Compensation Table

    | 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 |

  28. Summary Compensation Table

    For information regarding the compensation cost of the awards and the assumptions used to calculate the grant date fair value of the awards, see Note 9 to the Consolidated Financial Statements included or incorporated by reference in the Company’s Annual Report on Form 10-K for 2023 and Note 10 to the Consolidated Financial Statements included or incorporated by reference in the Company’s Annual Reports on Form 10-K for 2022 and 2021. Amounts in this column reflect payments earned by the NEO in 2023, 2022 and 2021 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. The amount included for Mr. Pommells in 2022 under the column entitle “Stock Awards” includes a one-time grant of 3,929 shares of restricted stock issued to Mr. Pommells upon his joining the company in 2022. These shares will vest on December 6, 2024. (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. Spillyards-Schaefer on September 22, 2022 in recognition of her promotion to executive officer and to incentivize her retention. These shares will vest in two equal installments on September 30, 2025, and September 30, 2026. (8) The amount included for Ms. Daily for 2022 under the column entitled “Restricted Stock/RSU Awards” includes a one-time grant of 2,500 shares of restricted stock issued to Ms. Daily on September 22, 2021, in recognition of her performance and to incentivize her retention. These shares will vest on September 30, 2024. (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.

  29. Grants of Plan-Based Awards Table

    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 2023.

  30. Grants of Plan-Based Awards Table

    | | | 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 (#) | | | | Sandra B. Cochran | | $470,000 | $1,880,000 | $2,820,000 | | | | | | | | 09/22/22 | | | | 6,035 | 24,140 | 48,280 | | $103.26 | | | 09/22/22 | | | | | | | 24,140 | $103.26 | | Craig A. Pommells | | $89,250 | $357,000 | $535,500 | | | | | | | | 09/22/22 | | | | 851 | 3,405 | 6,810 | | $103.26 | | | 09/22/22 | | | | | | | 3,405 | $103.26 | | | 09/22/22 | | | | | | | 19,368 | $103.26 | | Cammie Spillyards-Schaefer | | $65,000 | $260,000 | $390,000 | | | | | | | | 09/22/22 | | | | 513 | 2,054 | 4,108 | | $103.26 | | | 09/22/22 | | | | | | | 2,054 | $103.26 | | | 09/22/22 | | | | | | | 9,684 | $103.26 | | Laura A. Daily | | $69,875 | $279,500 | $419,250 | | | | | | | | 09/22/22 | | | | 552 | 2,208 | 4,416 | | $103.26 | | | 09/22/22 | | | | | | | 2,208 | $103.26 | | | 09/22/22 | | | | | | | 7,263 | $103.26 | | Richard M. Wolfson | | $81,250 | $325,000 | $487,500 | | | | | | | | 09/22/22 | | | | 770 | 3,081 | 6,162 | | $103.26 | | | 09/22/22 | | | | | | | 3,081 | $103.26 |

  31. Grants of Plan-Based Awards Table

    (1) The amounts shown reflect the possible aggregate payouts under the 2023 annual bonus plan at the “threshold,” “target” and “maximum” levels. Actual payouts to each NEO for 2023 were 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 2023 annual bonus plan and the 2023 payouts, see “Executive Compensation — Compensation Discussion and Analysis — 2023 Compensation Plans — Annual Bonus Plan.” (2) The amounts shown reflect the possible payouts (at grant date fair value) for the LTPP Awards granted under the 2023 LTPP. The grant date fair value of these awards, based on the probable outcome of the relevant performance conditions as of the grant date (computed in accordance with ASC Topic 718) is the amount reported in the “Stock Awards” column of the Summary Compensation Table. Each Named Executive Officers was eligible to receive up to a maximum of 200% of his or her 2023 LTPP target. For a discussion of the 2023 Long-Term Incentive Program, see “Executive Compensation — 2023 Compensation Plans — Long-Term Incentives.” (3) The amounts disclosed in this column reflect the Time-based RSU Grant and one-time grants of restricted stock awarded to each executive in 2023. 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 2023 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 9 to the Consolidated Financial Statements included or incorporated by reference in the Company’s Annual Report on Form 10-K for 2023.

  32. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  33. Outstanding Equity Awards at Fiscal Year-End Table

    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 28, 2023.

  34. Outstanding Equity Awards at Fiscal Year-End Table

    | | 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 ($) | Option Expiration Date | Number Of Shares Or Units Of Stock That Have Not Vested (#) | Market Value Of Shares Of Stock That Have Not Vested ($)(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 | | | | | | | | 24,140(1) | $2,263,125 | | | | | | | | | | 16,816(2) | $1,576,500 | | | | | | | | 19,448(3) | $1,823,250 | | | | | | | | | | 11,211(4) | $1,051,031 | | | | | | | | | | 24,140(5) | $2,263,125 | | | | 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 | | | | | | | | 2,208(1) | $207,000 | | | | | | | | | | 1,456(2) | $136,500 | | | | | | | | 1,646(3) | $154,313 | | | | | | | | | | 971(4) | $91,031 | | | | | | | | | | 2,208(5) | $207,000 | | | | | | | | | | 2,500(10) | $234,375 | | | | | | | | | | 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 | | |

  35. Outstanding Equity Awards at Fiscal Year-End Table

    (1) This award represents the 2023 LTPP Award. The 2023 LTPP Award has a three-year performance period, which ends on August 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. This award represents the 2022 LTPP Award. The 2022 LTPP Award has a three-year performance period, which ends on August 2, 2024. Actual awards will be distributable following the end of the performance period so long as the NEO remains employed by the Company on such date. The number of shares reflected assumes a target level of payout. This award represents the 2021 Time-based RSU Grant. This award cliff-vested on September 30, 2023. (4) This award represents the 2022 Time-based RSU Grant. This award ratably vests over a three-year period, with the first vesting having occurred on September 30, 2022 and the second vesting having occurred on September 30, 2023. The remaining shares will vest on September 30, 2024, so long as the NEO remains employed by the Company on such date. (5) This award represents the 2023 Time-based RSU Grant. This award ratably vests over a three-year period, with the first vesting having occurred on September 30, 2023. The remaining shares will vest on September 30, 2024, and September 30, 2025, so long as the NEO remains employed by the Company on such dates. (6) This is an RSA granted to Mr. Pommells in connection with his joining the Company. The award will vest on December 6, 2024, so long as he remains employed by the Company on such date. (7) This is an RSA granted to Mr. Pommells in fiscal 2023. The award will vest in two installments, on September 30, 2025, and September 30, 2026, so long as he remains employed by the Company on such dates. (8) This is an RSA granted to Ms. Spillyards-Schaefer in fiscal 2021. The award cliff-vested on August 7, 2023. (9) This is an RSA granted to Ms. Spillyards-Schaefer in fiscal 2023. The award will vest in two installments, on September 30, 2025, and September 30, 2026, so long as she remains employed by the Company on such dates. (10) This is an RSA granted to Ms. Daily in connection with her assumption of additional executive duties in fiscal 2022. The award will cliff-vest vest on September 30, 2024, so long as Ms. Daily remains employed by the Company on such date. (11) This is an RSA granted to Ms. Daily in fiscal 2023. The award will cliff-vest vest on September 30, 2025, so long as Ms. Daily remains employed by the Company on such date. The amounts disclosed in this column reflect the aggregate market value determined based on a per share price of $93.75, the closing price for our common stock as quoted on the Nasdaq Global Select Market on July 28, 2023.

  36. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table sets forth information, for the Named Executive Officers, regarding the number of shares acquired upon the vesting of restricted stock and the value realized, each before payment of any applicable withholding tax and broker commissions. No stock options were exercised by Named Executive Officers in 2023.

  37. Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired On Vesting (#) | Value Realized on Vesting ($)(1) | | Sandra B. Cochran | 37,915 | $3,654,547 | | Craig A. Pommells | 441 | $40,828 | | Cammie Spillyards-Schaefer | 1,177 | $122,547 | | Laura A. Daily | 2,947 | $281,993 | | Richard M. Wolfson | 4,671 | $450,266 |

  38. Option Exercises and Stock Vested Table

    (1) Value is based on the closing price of a share of the Company’s common stock as quoted by the Nasdaq Global Select Market on the vesting date.

  39. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We maintain a non-qualified deferred compensation plan for our executive officers and certain employees. The deferred compensation plan permits participants to voluntarily defer receipt of up to 50% of their compensation and up to 100% of their performance-based compensation. These deferrals are fully funded from deductions from the participants’ applicable payroll or bonus checks. Amounts deferred under the deferred compensation plan are payable in cash on the date or dates selected by the participant in accordance with the terms of the plan or on such other dates specified in the plan. Deferred amounts earn rates of return based on the performance of several investment alternatives selected by the participant. These investment alternatives mirror those available to all eligible employees under our 401(k) plan. We also provide a 25% match of the participants’ contributions up to 6% of their compensation (i.e., a maximum match of 1.5% of their compensation). The following table provides additional information regarding the deferred compensation accounts for each Named Executive Officer, including the voluntary contributions made by the Named Executive Officers and by the Company to the non-qualified deferred compensation plan during 2023 and the aggregate deferred compensation balance as of the end of our year ended July 28, 2023. All amounts have been rounded to the nearest dollar, and any failure to sum in the last column is due to rounding.

  40. Non-Qualified Deferred Compensation

    | Name | Aggregate Balance at Beginning FYE ($) | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) | | Sandra B. Cochran | $3,009,648 | $94,264 | $22,183 | $300,445 | $0 | $3,426,541 | | Craig A. Pommells | $0 | $16,575 | $2,763 | $1,950 | $0 | $21,287 | | Cammie Spillyards-Schaefer | $67,343 | $17,383 | $4,346 | $7,101 | $0 | $96,173 | | Laura A. Daily | $130,665 | $0 | $0 | $5,765 | $0 | $136,430 | | Richard M. Wolfson | $221,247 | $34,363 | $5,487 | $22,866 | $0 | $283,963 |

  41. Non-Qualified Deferred Compensation

    (1) Executive contributions are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns for 2023 in the Summary Compensation Table. (2) Company contributions are included in the “All Other Compensation” column for 2023 in the Summary Compensation Table. (3) The earnings reflected in this column represent investment earnings or losses from voluntary deferrals and Company contributions, as applicable, based on the results of the investment choices made by the Named Executive Officers. As noted above, the investment options available under the deferred compensation plan mirror the investment options that are available to all eligible employees in the 401(k) plan. Because the Named Executive Officers do not receive preferential or above-market rates of return under the deferred compensation plan, earnings under the deferred compensation plan are not included in the Summary Compensation table. (4) The following amounts from this column were reported in Summary Compensation Tables for prior fiscal years: Ms. Cochran, $2,010,649; Mr. Pommells, $0; Ms. Spillyards-Schaefer, $24,040; Ms. Daily, $123,059; and Mr. Wolfson, $205,962. These amounts reflect actual amounts reported and do not include accumulated earnings.

  42. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Our Named Executive Officers are entitled to certain benefits in the event their employment is terminated under specified circumstances. Circumstances which would trigger payments and/or other benefits to certain of our Named Executive Officers include death, disability, termination of employment by us without cause, termination by the Named Executive Officer for good reason or a change in control of the Company. In order for a Named Executive Officer to receive the payment and benefits to which he or she is entitled pursuant to any applicable employment agreement or our severance policy, he or she must execute and deliver to us a release of claims against the Company in a form prescribed by the agreement itself. Named Executive Officers are subject to certain restrictive covenants (including, without limitation, non-competition, non-solicitation, non-disparagement and confidentiality covenants). In the event a Named Executive Officer breaches any applicable restrictive covenant, we have the contractual right to cease making any future payments or providing any other benefits to the Named Executive Officer and will consider pursuing legal and equitable remedies available to us under any applicable employment agreement and applicable law. The following table sets forth payments and benefits that may be received by our Named Executive Officers under any existing employment agreement, equity grant agreements, plans or arrangements, whether written or unwritten, in the event of termination for specified reasons and/or a change in control of the Company. The following information has been prepared based on the assumption that the Named Executive Officer was terminated, or a change in control of the Company occurred, on July 28, 2023. The closing price for our common stock on July 28, 2023 was $93.75.

  43. Potential Payments Upon Termination or Change in Control

    | Name | Termination for Cause(1) | Death or Disability(1)(2) | Retirement(3) | Involuntary Termination (without cause or for good reason) before CIC(1)(2) | Involuntary Termination (without cause or for good reason) after CIC(1)(2) | | Sandra B. Cochran | $0 | $7,651,666 | $0 | $17,747,551 | $20,802,551 | | Craig A. Pommells | $0 | $1,461,059 | $0 | $510,000 | $5,372,457 | | Cammie Spillyards-Schaefer | $0 | $818,576 | $0 | $400,000 | $3,180,675 | | Laura A. Daily | $0 | $1,145,107 | $0 | $430,000 | $3,594,887 | | Richard M. Wolfson | $0 | $1,041,162 | $0 | $500,000 | $3,252,272 |

  44. Potential Payments Upon Termination or Change in Control

    (1) With respect to Ms. Cochran, the applicable amounts are determined based on her employment agreement with us. With respect to the other Named Executive Officers, the applicable amounts are determined based on their respective General Severance and CIC, but not their Transitional Letter, Agreements. (The Transitional Letter Agreements do not take effect until November 1, 2023). (2) To the extent that the amounts reflected in this column include the value of any performance-based long term incentive awards that would receive accelerated or continued vesting at or following termination, such value has been calculated assuming a target level of achievement. To the extent that the amounts reflected in this column include the value of any health and welfare benefits or perquisites, (e.g., continued medical, dental, vision, life, or long-term disability insurance, financial planning, executive physicals, cell-phone reimbursement or subscription services) such value has been calculated (i) based on the amounts that were actually paid by, to or on behalf of the NEO for such benefits and perquisites in 2023 as reflected in the Summary Compensation Table; and (ii) are for the length of time that the Company is obliged to continue such benefits and perquisites pursuant to the terms of the underlying employment, severance and/or CIC Agreements as discussed in this proxy statement. Of our NEOs, only Ms. Cochran would have been retirement-eligible under Company policy at the end of 2023. However, under the terms of the Current Cochran Employment Agreement, Ms. Cochran would have had no right to additional compensation if she had retired at the end of 2023.

  45. Director Compensation Table

    Director Compensation Table The table below sets forth the 2023 compensation of non-employee directors, which is described in greater detail beginning on pages 13-15 of this proxy statement. We have no non-equity incentive plan for non-employee directors and, during 2023, no director received an option award.

  46. Director Compensation Table

    | Name | Fees Earned or Paid in Cash | Stock Awards(1), (2) | Option Awards | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation(3) | Total | | Thomas Barr | $102,500 | $139,961 | | $0 | $5,812 | $248,273 | | Carl Berquist | $120,000 | $139,961 | | $2,863 | $5,812 | $268,636 | | Jody Bilney | $63,000 | $139,961 | | $0 | $4,719 | $207,680 | | Meg Crofton | $110,000 | $139,961 | | $40 | $5,812 | $255,813 | | Gilbert Dávila | $102,500 | $139,961 | | $0 | $5,812 | $248,273 | | William McCarten | $145,000 | $204,967 | | $0 | $8,597 | $358,564 | | William Moreton | $51,389 | $134,167 | | $0 | $5,292 | $190,848 | | Coleman Peterson | $115,000 | $139,961 | | $774 | $5,812 | $261,547 | | Gisel Ruiz | $104,000 | $139,961 | | $0 | $5,812 | $249,773 | | Darryl “Chip” Wade | $104,000 | $139,961 | | $0 | $5,812 | $249,773 | | Andrea Weiss | $111,500 | $139,961 | | $11,861 | $5,812 | $269,134 |

  47. Director Compensation Table

    (1) The amounts disclosed in this column reflect the aggregate grant date fair value of the RSUs granted on November 17, 2022, calculated in accordance with ASC Topic 718. On November 17, 2022, in accordance with our director compensation policy described under “Board of Directors and Committees — Compensation of Directors,” each non-employee director, other than our independent Chairman, William W. McCarten, received a grant of shares of RSUs having a value approximately equal to $140,000, with the number of RSUs (rounded down to the nearest whole share) included in such grant to be determined based on the closing price of our common stock on November 17, 2022. Mr. McCarten received a grant of shares of RSUs having a value approximately equal to $205,000, with the number of RSUs (rounded down to the nearest whole share) included in such grant to be determined based on the closing price of our common stock on November 17, 2022. All awards vest in their entirety one year from the date of the grant. For information regarding the compensation cost of the awards and the assumptions used to calculate grant date fair value of the awards, see Note 9 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for 2023. (2) At year-end, the aggregate number of outstanding RSU awards held by each non-employee director was as follows: Mr. Barr, 1,210 RSUs; Mr. Berquist, 1,210 RSUs; Ms. Bilney, 1,210 RSUs; Ms. Crofton, 1,210 RSUs; Mr. Dávila, 1,210 RSUs; Mr. McCarten, 1,772 RSUs; Mr. Moreton, 1,357 RSUs; Mr. Peterson, 1,210 RSUs; Ms. Ruiz, 1,210 RSUs; Mr. Wade, 1,210 RSUs; and Ms. Weiss, 1,210 RSUs. (3) Reflects dividend equivalents accrued in respect of unvested RSUs held by a director during 2023. A portion of these dividend equivalents were settled in cash upon the vesting of RSUs that were granted in 2022. The remaining portion corresponds to dividend equivalents which were accrued on RSUs granted in 2023 and which will be settled in cash upon the vesting of such RSUs in 2024. Ms. Cochran, our President and Chief Executive Officer, was compensated pursuant to her employment agreement and certain benefit plans described under “Executive Compensation” above. She did not receive additional benefits as a result of her service on our Board of Directors.

  48. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd Frank Wall Street Reform and Consumer Protection Act, and Regulation 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Ms. Cochran, our President and Chief Executive Officer (“Pay Ratio Disclosure”). For fiscal 2023: • the median of the annual total compensation of all employees of our Company (other than our Chief Executive Officer) represents a dishwasher who worked approximately 19 hours per week over a 52 week fiscal year and was $14,062; and • the annual total compensation of our Chief Executive Officer, as reported in the “Summary Compensation Table,” was $8,271,679. Based on this information, for 2023, our Chief Executive Officer’s annual total compensation was approximately 588 times that of the median of the annual total compensation of all other employees. To identify the median of the annual total compensation of all employees, as well as to determine the annual total compensation of our median employee and our Chief Executive Officer, we took the following steps: 1. The bulk of our employee population is comprised of restaurant and retail employees who are paid hourly. Our restaurant and retail employment opportunities provide significant flexibility to our employees, many of whom seek accommodating work schedules, supplemental income, or social connection, although such flexible and part-time employment has the effect of lowering the annual total compensation for our median employee. We identified the median employee by examining the tax and payroll records of our entire employee population, excluding our Chief Executive Officer, as of May 15, 2023. Based on seasonal traffic patterns in our restaurants, we believe that, under normal circumstances, June is the month that is most representative of hours worked for the full year, occurring at a time when the summer travel season tends to drive increased traffic in our stores but not at a time that typically sees extraordinarily high traffic that would distort the calculation, such as the Thanksgiving holidays. Other than Ms. Cochran, all employees of the Company and its subsidiaries were considered in our identification of the median employee. 2. To identify the median employee from our employee population, we compared the amount of gross wages (including reported tips) of our employees as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2. No cost-of-living adjustments were made to determine the median employee. We did not make any assumptions, adjustments or estimates with respect to total cash compensation, nor did we annualize the compensation for any employees who were not employed by us for all of 2023. We believe the use of gross wages for all employees is a consistently applied compensation measure. 3. We identified our median employee by using this compensation measure, which we consistently applied to all our employees included in the calculation. Based on this methodology, our median employee was identified as a dishwasher in one of our restaurants who in 2023 was paid on an hourly basis and worked approximately 1,006 hours (or approximately 19 hours per week over a 52-week fiscal year). 4. After we had identified our median employee, we combined all of the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(u)(2) of Regulation S-K, resulting in annual total compensation of $14,062. 5. With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column for 2023 in the “Summary Compensation Table,” above. We believe our pay ratio is a reasonable estimate calculated in a manner consistent with applicable SEC rules, based on our employment and payroll records and the methodology described above. The SEC rules governing pay ratio disclosure allow companies to apply numerous different methodologies, exclusions and reasonable assumptions, adjustments and estimates that reflect their compensation practices. For that reason, shareholders should use caution in attempting to use the pay ratio reported above as a basis for comparison with other companies, as they may have different employment and compensation practices and might use various methodologies, exclusions, assumptions, adjustments and estimates in calculating their own pay ratios. For similar reasons, our executive compensation process has not included an examination of our pay ratio. We have provided this pay ratio information for compliance purposes, and neither the Compensation Committee nor Company management have used the pay ratio measure to influence compensation actions or decisions.

  49. Pay Versus Performance

    Pay Versus Performance Pursuant to Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (or “CAP”) to the Company’s principal executive officer (“PEO”) and non-PEO named executive officers (the “Non-PEO NEOs”) and certain aspects of the financial performance of the Company. The Compensation Committee has not historically and does not utilize CAP as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please see our Compensation Discussion & Analysis.

  50. Pay Versus Performance Table

    Pay Versus Performance Table

  51. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on:(4) | | | | | Year(1) | Summary Compensation Table Total for PEO(2)(7) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(2)(7) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Cracker Barrel Total Shareholder Return | Peer Group Total Shareholder Return(5) | GAAP Net Income ($mil.) | Adjusted(6) Operating Income ($mil.) | | FY2023 | $8,271,679 | $6,097,940 | $2,324,897 | $1,996,219 | $95 | $150 | $99.1 | $150.4 | | FY2022 | $6,964,276 | $2,980,818 | $1,207,463 | $820,067 | $92 | $121 | $131.9 | $165.7 | | FY2021 | $7,581,053 | $9,767,161 | $1,086,754 | $1,126,540 | $125 | $142 | $254.5 | $166.8 |

  52. Pay Versus Performance Table

    (1) Sandra B. Cochran has served as the PEO for the entirety of Fiscal 2023, 2022, and Fiscal 2021. Our Non-PEO NEOs for the applicable fiscal years were as follows: • FY2023: Craig Pommells, Cammie Spillyards-Schaefer, Laura A. Daily, and Richard M. Wolfson • FY2022: P. Douglas Couvillion, Craig Pommells, Richard M. Wolfson, Jennifer L. Tate, and Laura A. Daily • FY2021: P. Douglas Couvillion, Jennifer L. Tate, Richard M. Wolfson, Michael T. Hackney, and Jill M. Golder (2) Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table (“SCT”) for the applicable year in the case of our PEO, Ms. Cochran, and (ii) the average of the total compensation reported in the SCT for the applicable year for our Non-PEO NEOs reported for the applicable year. Amounts reported in these columns represent compensation actually paid; adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for our PEO, Ms. Cochran, and for the average of the Non-PEO NEOs is set forth in the following table, which describes the adjustments, each of which is prescribed by the SEC rules, to calculate the CAP amounts from SCT amounts.

  53. Pay Versus Performance Table

    | | Fiscal Year 2023 | | Fiscal Year 2022 | | Fiscal Year 2021 | | | | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Summary Compensation Table Total | $8,271,679 | $2,324,897 | $6,964,276 | $1,207,463 | $7,581,053 | $1,086,754 | | Minus Change in Pension Value Reported in SCT for the Fiscal Year | $0 | $0 | $0 | $0 | $0 | $0 | | Plus Pension Value Service Cost for the Fiscal Year | $0 | $0 | $0 | $0 | $0 | $0 | | Minus Stock Award Value & Option Award Value Reported in SCT for the Fiscal Year | $4,985,393 | $1,492,391 | $4,878,994 | $674,621 | $4,481,208 | $395,210 | | Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Fiscal Year | $2,828,906 | $1,149,961 | $2,957,590 | $416,251 | $5,296,857 | $492,645 | | Plus Year over Year Change in Fair Value as of the Last Day of the Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $(67,220) | $(7,090) | $(2,127,771) | $(182,339) | $1,020,327 | $82,385 | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | $0 | $15,854 | $0 | $41,473 | $0 | $0 | | Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested During the Fiscal Year | $49,968 | $4,988 | $65,717 | $11,841 | $350,132 | $21,032 | | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year (including equity forfeited) | $0 | $0 | $0 | $0 | $0 | $161,065 | | Plus Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Fiscal Year | $0 | $0 | $0 | $0 | $0 | $0 | | Compensation Actually Paid | $6,097,940 | $1,996,219 | $2,980,818 | $820,067 | $9,767,161 | $1,126,540 |

  54. Pay Versus Performance Table

    In the table above, the unvested equity values are computed in accordance with the methodology used for financial reporting purposes, and for unvested awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the year. (4) Represents total shareholder return (TSR) as calculated based on a fixed investment of $100 in our common stock. TSR is cumulative for the measurement periods beginning on July 31, 2020 and ending on each of our 2021, 2022, and 2023 fiscal year ends, respectively, calculated in accordance with Item 201(e) of Regulation S-K. (5) “Peer Group” represents the S&P 400 Restaurants Index, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K. Adjusted operating income is our company-selected measure. Values shown reflect adjusted operating income as calculated for purposes of our Annual Bonus Plan for the applicable reporting fiscal year. Adjusted operating income is a non-GAAP financial measure. For a definition of adjusted operating income and a reconciliation of this non-GAAP financial measure to the most comparable GAAP financial measure, and an explanation of why we believe adjusted operating income presents useful information to investors, see Appendix A. Dividend equivalents which were or will be paid to NEOs upon vesting of LTPP awards, time-based RSU grants, or other time-based RSA grants that vested or were unvested as of the end of each fiscal year end are included in the Summary Compensation Table; see footnote 2 of the All Other Compensation table for an explanation. Performance Measures Used to Link Company Performance and CAP. The following is a list of unranked performance measures, which in our assessment represent the most important performance measures used by the Company to link compensation actually paid to the named executive officers for Fiscal 2023. Each metric below is used for purposes of determining payouts under either our annual incentive program or vesting of our performance stock units. Please see the CD&A for a further description of these metrics and how they are used in the Company’s executive compensation program.

  55. Pay Versus Performance Table

    | Adjusted Operating Income (CSM) | | Adjusted EBITDA | | Total Shareholder Return |

  56. Pay Versus Performance Table

    Relationship between CAP and TSR. The graph below illustrates the relationship between our TSR and the Peer Group TSR, as well as the relationship between CAP and our TSR for the PEO and Non-PEO NEOs.

  57. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  58. Board Structure

    Board Structure Pursuant to our Charter, our Board of Directors must consist of at least five directors, but the exact number is set by a majority of the Board of Directors. The Board of Directors currently has set the size of the Board of Directors at twelve members, but has determined to increase this number from twelve to thirteen as of November 1, 2023 in light of Ms. Masino being appointed to the Board of Directors and subsequently to reduce this number from thirteen to ten in light of William W. McCarten, Coleman H. Peterson and Andrea Weiss not standing for re-election at the expiration of their current terms. All remaining current members of our Board of Directors, plus Ms. Masino, who will be appointed to our Board of Directors when she becomes our President and Chief Executive Officer effective as of November 1, 2023, are nominees for election to the Board.

  59. Director Nominations and Qualifications

    Director Nominations and Qualifications The Nominating and Corporate Governance Committee identifies, recruits, and recommends to the Board only those candidates that the Nominating and Corporate Governance Committee believes are qualified to become Board members consistent with the criteria for selection of new directors adopted from time to time by the Board. We endeavor to have a Board of Directors representing diverse experience at policy-making levels in business, marketing, finance and other areas that are relevant to our business. In addition, the Nominating and Corporate Governance Committee desires to recommend candidates with the interpersonal skills and attributes that will foster a collaborative decision-making environment. The Nominating and Corporate Governance Committee recommends candidates, including those submitted by shareholders, only if the Nominating and Corporate Governance Committee believes that the candidate’s knowledge, experience and expertise would strengthen the Board of Directors and that the candidate is committed to representing the long-term interests of all of our shareholders. A majority of the Board of Directors must consist of independent directors (as defined by the Nasdaq Stock Market Rules and our Corporate Governance Guidelines). The Nominating and Corporate Governance Committee assesses a candidate’s independence, background and experience, as well as the Board’s current needs in terms of director experience, skills and diversity. The Nominating and Corporate Governance Committee recommends appropriate candidates with the goal that the Board of Directors be comprised of qualified individuals with education and experience appropriate to guide the Company in meeting its legal, financial, operational and societal objectives. Individual directors and any person nominated to serve as a director should possess the highest moral integrity and should generally have had significant managerial experience in the form of being a current or former senior executive of a publicly traded or privately held company or similar business experience or training. With respect to incumbent directors selected for re-election, the Nominating and Corporate Governance Committee assesses each director’s contributions, attendance record at Board of Directors and applicable committee meetings and the suitability of continued service. Under our Corporate Governance Guidelines, no person may be considered for board membership if such person is: (i) an employee or director of a company in significant competition with the Company; (ii) an employee or director of a major, or potentially major, customer, supplier, contractor, counselor or consultant of the Company; (iii) a recent employee of the Company (other than a former Chief Executive Officer of the Company); or (iv) an executive officer of a company on whose board an employee of the Company serves. Below we identify and describe the key experience, qualifications, and skills our directors bring to the Board of Directors that are important in light of the Company’s business and structure. The directors’ experiences, qualifications and skills that the Nominating and Corporate Governance Committee considered in their nomination are (in part) included in their individual biographies. Leadership Experience. We believe that directors with experience in significant leadership positions over a long period of time, especially chief executive officer and president positions, provide the Company with strategic thinking and multiple perspectives. These people generally possess excellent leadership qualities and the ability to identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, strategy, risk management, the methods to promote change and growth and the ways to respond to changes in market conditions. Financial Experience. We believe that an understanding of finance and financial reporting processes is important for our directors. We measure our operating and strategic performance by reference to financial targets. In addition, accurate financial reporting and auditing are critical to our success and developing shareholder confidence in our reporting processes that are required by the U.S. federal securities laws. Directors with financial experience are critical to ensuring effective oversight of our financial measures and processes; accordingly, we expect all of our directors to be financially literate. • Industry Experience. As a company that relies upon the strength of our brand, we seek directors who are familiar with the restaurant and retail industries, have marketing and retail experience or who have brand-building expertise.

  60. Diversity

    Diversity In evaluating potential candidates for Board membership, the Nominating and Corporate Governance Committee considers, among other things, independence, character, ability to exercise sound judgment, diversity of age, gender, race and ethnic background and professional experience. The Board of Directors believes in a governing style that emphasizes respect for diversity in perspective and includes individuals from diverse backgrounds. The Board of Directors believes that diversity is important because varied points of view contribute to a more effective, engaged Board of Directors and better decision-making processes. For the Annual Meeting, the Board of Directors has nominated ten individuals who bring valuable diversity to the Board of Directors. Their collective experience covers a wide range of professional, geographic and industry backgrounds. These nominees range in age from 53 to 72. Seven of these nominees are women or racially or ethnically diverse, and five of the nine members of our senior management (including our current Chief Executive Officer, Ms. Cochran, and our Chief Executive Officer-Elect, Ms. Masino) are women.

  61. Board Diversity Matrix (as of October 6, 2023)

    Board Diversity Matrix (as of October 6, 2023)

  62. Board Diversity Matrix (as of October 6, 2023)

    | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 5 | 7 | 0 | 0 | | Part II: Demographic Background | | | | | | African American or Black | 0 | 2 | 0 | 0 | | Alaskan Native or Native American | 0 | 0 | 0 | 0 | | Asian | 0 | 0 | 0 | 0 | | Hispanic or Latinx | 1 | 1 | 0 | 0 | | Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | | White | 4 | 4 | 0 | 0 | | Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | | Did Not Disclose Demographic Data | 0 | 0 | 0 | 0 |

  63. Director Nominees

    Director Nominees The nominees for our Board of Directors are: Thomas H. Barr, Carl T. Berquist, Jody L. Bilney, Sandra B. Cochran, Meg G. Crofton, Gilbert R. Dávila, Julie Masino, William Moreton, Gisel Ruiz and Darryl L. (“Chip”) Wade. Ms. Cochran will step down as President and Chief Executive Officer effective November 1, 2023, and she, along with Ms. Masino, are the only nominees who have held a management position with the Company at any time during the three prior fiscal years. Following Ms. Cochran’s resignation as President and Chief Executive Officer, Ms. Cochran will continue her service on the Company’s Board of Directors as Executive Chair until her retirement date of September 30, 2024 (or such other date as the Board of Directors may determine upon at least 30 days prior notice to Ms. Cochran). All nominees, other than Ms. Cochran and Ms. Masino, have been determined to be independent under the Nasdaq Stock Market Rules and our Corporate Governance Guidelines. If elected, each nominee other than Ms. Cochran would hold office until the 2024 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified. If a director nominee becomes unwilling or unable to serve, proxies may be voted for a substitute nominee designated by our Board of Directors. Each of the nominees has consented to being named in this proxy statement and has agreed to serve, if elected. There are no family relationships between any of the nominees or executive officers. Thomas H. Barr, age 55, first became one of our directors in May 2012. Mr. Barr is CEO of Sono Bello, a leader in elective cosmetic surgery, with over 90 locations nationwide. Mr. Barr has served at Sono Bello since 2016, holding the position of President before being promoted to CEO. From January 2013 to July 2015, Mr. Barr served as an executive of Hailo Network Ltd., a privately owned London-based company that developed mobile applications for acquiring taxicab services. Mr. Barr’s roles with Hailo Network included serving as CEO and Global President, Co-CEO and Global President, Global Chief Operating Officer, Chief Operating Officer of Hailo Network USA and board member of Hailo Network. From 2005 to 2013, Mr. Barr served as Vice President at Starbucks Corporation (Nasdaq: SBUX) (“Starbucks”) and was a member of the Starbucks marketing and products team since 2000 with responsibility for Starbucks’ U.S. retail coffee business. During his approximately 12-year career with Starbucks, Mr. Barr led North American Marketing, U.S. Product Management and U.S. Food categories in senior executive roles, most recently as Vice President, Global Coffee. Since May 2015, Mr. Barr has served as a board member of Sheetz, Inc., a privately owned company that operates over 600 convenience store locations throughout the mid-Atlantic region of the United States. Director Qualifications: • Leadership Experience — currently CEO, Sono Bello; former CEO and Global President, Hailo Network, and former President and Chief Operating Officer of Hailo Network USA; former Vice President, Global Coffee, at Starbucks; served in senior roles for Starbucks’ North American Marketing, U.S. Product Management, and U.S. Food categories; leadership under private equity ownership with current role at Sono Bello. • Industry Experience — significant knowledge in our industry as a former senior officer of Starbucks and current board member of Sheetz, Inc., particularly in the areas of product and menu management, pricing decision-making and innovation of a company that successfully combined both coffee and retail shops under the same roof; multi-unit management experience in his role as President of Sono-Bello LLC. Carl T. Berquist, age 72, first became one of our directors in January 2019. From 2009 to 2015, Mr. Berquist served as the Executive Vice President and Chief Financial Officer of Marriott International, Inc. (“Marriott”). Prior to serving as Chief Financial Officer of Marriott, Mr. Berquist was Marriott’s Executive Vice President, Financial Information and Enterprise Risk Management from 2003 until 2009. Mr. Berquist joined Marriott after a 28-year career with Arthur Andersen & Co. (“Arthur Andersen”), for which he served in a variety of leadership roles, including the firm’s Global Real Estate and Hospitality Industry Head. Mr. Berquist’s last position at Arthur Andersen was managing partner of the mid-Atlantic region, which included five offices from Philadelphia, Pennsylvania to Richmond, Virginia. Mr. Berquist previously served on the boards of directors of Hertz Global Holdings, Inc. (NYSE: HTZ) (“Hertz”) and Beacon Roofing Supply, Inc. (Nasdaq: BECN). Director Qualifications: • Leadership Experience — served as the Executive Vice President and Chief Financial Officer of Marriott; former Global Real Estate and Hospitality Industry Head of Arthur Andersen; former Managing Partner of the mid-Atlantic region for Arthur Andersen. • Financial Experience — Former Executive Vice President and Chief Financial Officer of Marriott and Managing Partner of the mid-Atlantic region for Arthur Andersen; extensive experience in public accounting; former chair of the of Audit Committee for Beacon Roofing Supply, Inc.; former member of Audit, Compensation and Finance Committees for Hertz. Industry Experience — significant knowledge of the hospitality industry as former Executive Vice President and Chief Financial Officer of Marriott, an iconic leader in the hospitality space. Deep knowledge regarding real estate and corporate transactions from his experience at Marriott and as the head of Arthur Andersen’s Global Real Estate and Hospitality Industry practice. Jody L. Bilney, age 61, first became one of our directors in September 2022. Ms. Bilney served as a senior executive for a number of public companies, including Humana, Inc. (NYSE: HUM), Bloomin’ Brands, Inc. (NASDAQ: BLMN), Charles Schwab Corporation (NYSE: SCHW) and Verizon Communications, Inc. (NYSE: VZ). At Humana, Inc., she served as the Chief Consumer Officer from 2013 until her retirement in March 2020, where she focused on consumer-driven initiatives for this health insurance provider, including marketing, data analytics, digital and consumer experience across the enterprise. Prior to Humana, from 2008 to 2013, Ms. Bilney served as Executive Vice President and Chief Brand Officer for Bloomin’ Brands, Inc., one of the largest casual dining restaurant companies in the world, where she headed various departments including brand and business strategy, marketing, corporate communications, business development and food and beverage R&D across the enterprise. Prior to Bloomin’ Brands, she held senior executive positions at Charles Schwab and Verizon, including General Management roles leading large lines of business as well as roles at the enterprise level where she led consumer-focused brand-transformation initiatives. Ms. Bilney is currently a member of the boards of directors of Chuy’s Holdings, Inc. (NASDAQ: CHUY), an operator of value-driven, full-service restaurants (since May 2021); Masonite International Corporation (NYSE: DOOR), a supplier to the residential construction industry (since January 2014); and Alignment Healthcare, Inc. (NASDAQ: ALHC), a provider of customized health care in the US (since January 2022), and several private companies. • Leadership Experience — currently a member of the boards of directors of Chuy’s Holdings, Inc.; Masonite International Corporation; and Alignment Healthcare, Inc., and several private companies. Previously served as a senior executive at Humana, Inc. and Bloomin’ Brands, Inc. • Industry Experience — significant knowledge in our industry as a former chief brand officer of Bloomin’ Brands, Inc.

  64. Director Nominees

    Sandra B. Cochran, age 65, has served as President and Chief Executive Officer of the Company since September 2011. Ms. Cochran will step down as President and Chief Executive Officer effective November 1, 2023. From April 2009 until November 2010, Ms. Cochran served as Executive Vice President and Chief Financial Officer of the Company and was named President and Chief Operating Officer of the Company in November 2010. Ms. Cochran previously served from February 2004 until April 2009 as Chief Executive Officer of Books-A-Million, Inc. (Nasdaq: BAMM) (“Books-A-Million”), a leading book retailer in the southeastern United States. Ms. Cochran currently serves on the board of directors of Lowe’s Companies, Inc. (NYSE: LOW) and previously served on the board of directors of Dollar General Corporation (NYSE: DG) from 2012 until May 2020. Director Qualifications: • Leadership Experience — President and Chief Executive Officer of the Company; served as Chief Executive Officer of Books-A-Million; member of the board of directors of Lowe’s Companies, Inc. and former member of the board of directors of Dollar General Corporation. • Financial Experience — served as Chief Financial Officer of the Company; served as Chief Financial Officer of Books-A-Million; former member of the Audit Committee of the board of directors of Dollar General Corporation. • Industry Experience — various leadership positions at the Company since 2009. Meg G. Crofton, age 69, first became one of our directors in July 2017. Ms. Crofton retired from The Walt Disney Company (NYSE: DIS) (“Disney”) in 2015, after a 35-year career with that company. From 2006 until 2013, she was President of Walt Disney World, the largest site in Disney’s Parks and Resorts division, and from 2011 until her retirement in 2015, she served as President of Disney’s Parks and Resorts Operations, U.S. and France. Since 2016, Ms. Crofton has served on the Board of Directors of Tupperware Brands Corporation (NYSE: TUP) (“Tupperware”) and currently serves as the chair of Tupperware’s nominating and corporate governance committee and on its compensation committee. Since March 2019, Ms. Crofton has served as a director of HCA Healthcare, Inc. (“HCA”) where she serves on HCA’s compensation committee as well as HCA’s patient safety and quality of care committee. Director Qualifications: Leadership Experience — as President of Walt Disney Parks and Resorts Operations, U.S. and France, Ms. Crofton was responsible for the operations of Disney’s theme parks and resorts in Florida, California and Paris, and the division’s global functional lines of business reported to her — including food and beverage, merchandise, hotel and park operations, facilities/maintenance, safety and security. Throughout her Disney career, Ms. Crofton held a wide range of executive positions in both operating and functional areas, as well as key leadership roles in the openings of many domestic and international properties. Industry Experience — Ms. Crofton is a seasoned, well-respected executive who had direct responsibility for ensuring employee performance and the satisfaction, delight, and well-being of tens of millions of guests of Disney parks and resorts in the United States and France, including in respect of foodservice and retail operations; she also serves as a director of Tupperware, an iconic consumer products company, and HCA Healthcare, where patient and employee engagement are critical. Gilbert R. Dávila, age 60, first became one of our directors in July 2020. Since 2010, Mr. Dávila has served as the President and Chief Executive Officer of DMI Consulting — a leading multicultural marketing, diversity & inclusion, and strategy firm in the United States. Additionally, since 2018 he has served as a founding partner for Oppside, LLC, a research and analytics company. From 2003 until he founded DMI Consulting in 2010, Mr. Dávila served as the Vice President of Global Diversity and Multicultural Market Development at The Walt Disney Company. Prior to serving in his role at The Walt Disney Company, Mr. Dávila served as Vice President of Multicultural Management for Sears & Roebuck Company and Marketing Director Northeast Region for Coca-Cola USA. Mr. Dávila is also a member of the Association of National Advertisers (“ANA”), where he co-founded ANA’s Alliance for Inclusive and Multicultural Marketing (“AIMM”) and currently serves as a director. • Leadership Experience — as the founder and CEO of DMI Consulting, Mr. Dávila has led a number of corporations in marketing and business development efforts to reach multicultural and diverse audiences. Through his guidance and leadership he has assisted agencies and companies capitalize on business opportunities in multicultural marketplaces and develop strategic growth platforms focused on some of the fastest growing populations and segments in the United States. Mr. Dávila also co-founded and managed the ANA’s AIMM, a division of the ANA comprised of industry leaders and over 220 top companies focused on evolving and enhancing the effectiveness and impact of multicultural and inclusive marketing in order to maximize business growth. • Industry Experience — Mr. Dávila is an expert in the fields of marketing and advertising, including market segmentation, data management and digital marketing. He brings valuable consumer, marketing, brand management and diversity & inclusion experience to our Board of Directors based on 25 years of service as a marketing executive and multicultural market expert with Fortune 500 and media/entertainment companies, including Procter & Gamble, Coca-Cola USA, McDonald’s, Sears & Roebuck and Company, and The Walt Disney Company. Julie Masino, age 52, currently serves as our Chief Executive Officer-Elect and will assume the role of our President and Chief Executive Officer, effective as of November 1, 2023. Ms. Masino previously served as the President, International of Taco Bell, a subsidiary of Yum! Brands, Inc. (NYSE: YUM) from January 2020 to June 2023. From January 2018 to December 2019, Ms. Masino served as President, North America of Taco Bell. Ms. Masino served as the President, SVP and GM Fisher-Price at Mattel, Inc. (Nasdaq: MAT) from April 2017 to January 2018. Prior to her service at Mattel, Ms. Masino served as the President and then the Chief Executive Officer of Sprinkles Cupcakes from 2014 to 2017. From 2002 to 2014, Ms. Masino served in various leadership roles at Starbucks Corporation (Nasdaq: SBUX). She currently also serves on the board of directors of Vivid Seats Inc. (Nasdaq: SEAT). Director Qualifications: • Leadership Experience — Ms. Masino has served as President, Chief Executive Officer, and other various leadership roles in the restaurant and retail industries. She has extensive operational experience in leading marketing operations, product development and franchise development while at Taco Bell and developing and implementing various strategies while at Starbucks. Industry Experience — Ms. Masino has over 20 years of experience in the restaurant and food service industry. She has experience serving as a director on public and private company boards, audit committees and compensation committees. William M. Moreton, age 63, first became one of our directors in December 2022. Mr. Moreton served in a variety of leadership positions in the restaurant industry, including, most recently, as a board member of CAVA Group from 2019 to 2021, and as a senior advisor to Act III Holdings from 2018 to 2021. Prior to that, Mr. Moreton served as a Chairman of the Board of Service King from 2016 to 2017 and a board member of Panera Bread Co. from 2010 to 2017. Mr. Moreton also served as CEO and President of Panera Bread Co. from 2010 to 2012 and co-CEO from 2012 to 2013. He served as the Executive Vice-Chairman of Panera Bread Co. from 2013 to 2017.

  65. Director Nominees

    Leadership Experience — Mr. Moreton has 35 years of restaurant and financial management experience, having served in various leadership positions. Mr. Moreton has board experience, and has held directorship at various restaurant companies, including, most recently at CAVA. Mr. Moreton has assisted in strategic restaurant investments as a senior advisor at Act III Holdings. • Industry Experience — Mr. Moreton is a veteran restaurant leader. In addition to his experience with Panera Bread Co., Mr. Moreton previously served on the board of directors at CAVA and as President and Chief Financial Officer of Potbelly Sandwich Workers, Chief Executive Officer of Baja Fresh, and Executive Vice President and Chief Financial Officer of Houlihan’s Restaurant Group. Gisel Ruiz, age 53, first became one of our directors in September 2020. Ms. Ruiz retired as Executive Vice President and Chief Operating Officer of Sam’s Club, a national chain of membership-only retail warehouse clubs, a role which she held from February 2017 to June 2019. Previously, Ms. Ruiz held a number of senior executive positions within the Walmart Inc. (NYSE: WMT) organization during a career with the company that spanned over 26 years. From 2015 to 2017, Ms. Ruiz was the Executive Vice President of International People for Walmart International. From 2012 until 2015, Ms. Ruiz served as the Executive Vice President and Chief Operating Officer of Walmart US. Ms. Ruiz served as Executive Vice President and Chief People Officer of Walmart US from 2010 until 2012.Since May 2020, Ms. Ruiz has served as a director of Vital Farms, Inc. (Nasdaq: VITL), a Certified B Corporation that offers a range of ethically produced pasture-raised foods nationwide. In February 2022, Ms. Ruiz also serves on the board of directors of Ulta Beauty, Inc. (Nasdaq: ULTA), the largest beauty retailer in the United States. Director Qualifications: • Leadership Experience — Former Executive Vice President and Chief Operating Officer of Sam’s Club, Executive Vice President, International People of Walmart International and Executive Vice President and Chief Operating Officer of Walmart US; former member of the Board of Directors of Walmart de Mexico S.A. de C.V.; member of the Board of Directors of Vital Farms, Inc., Ulta Beauty, Inc. and Executive Network Partnering Corporation. • Industry Experience — over 25 years of experience in the retail industry at Walmart Inc., both in the U.S. and international business segments, from 1992 through February 2017, including executive roles from 2010 to February 2017. Responsible for food operations as Executive Vice President and Chief Operating Officer of Sam’s Club. Darryl L. (“Chip”) Wade, age 60, became one of our directors in April 2021. Having served previously as the President and Chief Operating Officer of Union Square Hospitality Group, LLC (USHG) since 2019, Mr. Wade became USHG’s Chief Executive Officer in September 2022. USHG is the parent company of numerous award-winning and acclaimed restaurants such as Union Square Cafe, Gramercy Tavern, and The Modern, as well as a multifaceted catering and events and restaurant consulting business. Mr. Wade joined USHG in 2019 after having served as the EVP of Operations for Red Lobster Seafood Company, a position he held from 2012 to 2018, both while it was owned by Darden Restaurants, Inc. and after its divestiture to Golden Gate Capital. Mr. Wade also served as the Chief Operations Officer for Legal Sea Foods Restaurant Group from 2004 to 2006 and held several senior executive positions at Darden, including Senior Vice President of Smokey Bones BBQ and the Director of Revitalization for Olive Garden Restaurants. Mr. Wade began his career in 1985, as a manager for TGI Friday’s. In 1989, Mr. Wade was promoted as a general manager for TGIF in Boston, and spent the first 14 years of his career with TGIF and its parent, Carlson Restaurants Worldwide, including as Executive Director of Human Resources and Executive Director of Non-Traditional Development and Domestic Franchise Sales. • Leadership Experience — led or participated in strategic planning processes for four distinctive restaurant brands. CEO of USHG. Former Executive Vice President of Red Lobster, former Chief Operating Officer of Legal Sea Foods, and held other senior positions at Darden. • Industry Experience — over 37 years of experience in the restaurant industry, with deep knowledge of the casual dining industry. Responsible for human resources, restaurant development and operations in positions of increasing responsibility at Carlson Restaurants Worldwide, Darden, Red Lobster Seafood Company and USHG.

  66. Shareholder Director Nominees

    Shareholder Director Nominees The Nominating and Corporate Governance Committee will consider nominees to the Board recommended by shareholders if shareholders comply with the Company’s advance notice requirements. See “SHAREHOLDER PROPOSALS FOR 2024 ANNUAL MEETING” on page 73 of this proxy statement. The Company’s bylaws provide that a shareholder who wishes to nominate a person for election as a director at a meeting of shareholders must deliver written notice to the Secretary of the Company. Such notice must contain, as to each nominee, all of the information relating to such person as would be required to be disclosed in a proxy statement meeting the requirements of Regulation 14A under the Exchange Act, and certain other information, including the name and address of the shareholder delivering the notice as it appears on the stock records of the Company, the number and class of shares held of record by such shareholder, information about derivative securities holdings of such shareholder, any arrangement or understanding pursuant to which such shareholder has a right to vote or has granted a right to vote any shares of the Company’s stock, whether such shareholder has a short interest in any of the Company’s securities, whether such shareholder is entitled to a fee based on the value of the Company’s securities, a representation that such shareholder intends to appear in person or by proxy at the meeting to nominate such nominee, and a certification that such shareholder has complied with all applicable federal, state and other legal requirements in connection with such shareholder’s acquisition of the Company’s securities and such shareholder’s acts or omissions as a shareholder of the Company. The foregoing summary does not include all requirements a shareholder must satisfy in order to nominate a candidate for election to the Board of Directors. Shareholders of the Company who wish to recommend a nominee to the Board of Directors should read carefully the Company’s bylaws, which are available on the Investor Relations section of our website at www.crackerbarrel.com. In order to be eligible to be a nominee for election as a director of the Company by a shareholder, such potential nominee must deliver to the Secretary of the Company a written questionnaire providing the requested information about the background and qualifications of such person and a written representation and agreement that such person is not and will not become a party to any voting agreements, any agreement or understanding with any person with respect to any compensation or indemnification in connection with service on the Board of Directors, and would be in compliance with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Company. Shareholder nominations must be submitted in accordance with the deadlines set forth under the caption “SHAREHOLDER PROPOSALS FOR 2024 ANNUAL MEETING” on page 73 of this proxy statement. Shareholder nominations should be sent to Cracker Barrel Old Country Store, Inc., 305 Hartmann Drive, Lebanon, Tennessee 37087, Attention: Corporate Secretary. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR EACH OF THE BOARD’S TEN NOMINEES FOR DIRECTOR.