DEF 14A of Biglari Holdings Inc.
Filed Mar 11, 20260001628280-26-016859
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Director Nominees
Director Nominees At the Annual Meeting, a Board consisting of five members will be elected until the next annual meeting. The members of the Board have nominated for election as directors of the Corporation the following five individuals, three of whom are “independent” within the meaning of the listing standards of the New York Stock Exchange. Certain information with respect to nominees for election as directors follows: SARDAR BIGLARI, age 48, has been Chairman and Chief Executive Officer of Biglari Holdings since 2008. In addition, Mr. Biglari has served as Chairman and Chief Executive Officer of Biglari Capital Corp. (“Biglari Capital”) since 2000. Biglari Capital is the general partner of The Lion Fund, L.P., and The Lion Fund II, L.P., private investment partnerships. Mr. Biglari is an entrepreneur with managerial and investing experience in a broad range of businesses. PHILIP L. COOLEY, age 82, has been a director of the Corporation since 2008 and Vice Chairman of the Board of Directors since 2009. Between 1985 and 2012, he was the Prassel Distinguished Professor of Business at Trinity University, San Antonio, Texas. He has also served as an advisory director of Biglari Capital since 2000. Mr. Cooley has broad business and investment experience. RUTH J. PERSON, age 80, has been a director of the predecessor corporation since 2002. Between 2008 and 2014, she was Chancellor, University of Michigan-Flint, and Professor of Management from 2008 to January 2024. Ms. Person has years of experience in leadership and board positions at various institutions. KENNETH R. COOPER, age 81, has been a director of the Corporation since October 2010. He has been an attorney in the private law practice of the Kenneth R. Cooper Law Office since 1974. Mr. Cooper has experience in real estate and business matters. JOHN G. CARDWELL, age 80, has been a director of the Corporation since October 2019. Between 1986 and 2008, he held various positions with Johnson Controls Inc. Mr. Cardwell has over 40 years of experience in corporate management. The Board has concluded that the following directors are independent in accordance with the director independence standards of the New York Stock Exchange, and has determined that none of them has a material relationship with the Corporation which would impair his or her independence from management or otherwise compromise his or her ability to act as an independent director: Kenneth R. Cooper, Ruth J. Person, and John G. Cardwell. When the accompanying proxy card is properly executed and returned, the shares it represents will be voted in accordance with the directions indicated thereon or, if no direction is indicated, the shares will be voted FOR the election of the five nominees identified above. Each of our nominees has consented to being named in this proxy statement and has agreed to serve, if elected. The Corporation expects each nominee to be able to serve if elected, but if any nominee notifies the Corporation before the Annual Meeting that he or she is unable to do so, then the proxies will be voted for the remainder of those nominated and, as designated by the directors, may be voted (i) for a substitute nominee or nominees or (ii) to elect such lesser number to constitute the whole Board as equals the number of nominees who are able to serve. Our Board unanimously recommends that shareholders vote FOR each of the Company’s five nominees for Director.
Director Compensation
Director Compensation Directors of Biglari Holdings do not receive grants of Company stock. We do not issue stock options or restricted stock. Our view is that if directors wish to own Company stock, they, like all other shareholders, can purchase shares in the open market. Biglari Holdings does not provide directors and officers liability insurance to its directors. Directors of the Corporation who are employees do not receive fees for attendance at directors’ meetings. In 2026, a director who is not an employee will receive an annual cash retainer of $90,000, and the Chair of the Audit and Compensation Committees will receive an additional annual cash retainer of $10,000. For his role as Vice Chairman of the Board and other duties, Dr. Cooley will receive an annual cash retainer of $270,000. The following table provides compensation information for 2025 for each non-management member of the Board who served on the Board during the year.
Director Compensation
| Name | Fees Earned or Paid in Cash | All Other Compensation | Total | | Philip L. Cooley | $270,000 | $— | $270,000 | | Kenneth R. Cooper | $100,000 | $— | $100,000 | | John G. Cardwell | $90,000 | $— | $90,000 | | Ruth J. Person | $90,000 | $— | $90,000 |
Summary Compensation Information
| Name and Principal Position | Year | Salary | Bonus | Non-Equity Incentive | All Other Compensation | Total | | Sardar Biglari | 2025 | $900,000 | $— | $— | $— | $900,000 | | Chairman / Chief | 2024 | 900,000 | — | 454,596 | — | 1,354,596 | | Executive Officer | 2023 | 900,000 | — | 7,271,055 | — | 8,171,055 | | Bruce Lewis | 2025 | $1,300,000 | $— | $— | $— | $1,300,000 | | Controller | 2024 | 1,080,000 | — | — | — | 1,080,000 | | | 2023 | 1,000,000 | — | — | — | 1,000,000 |
Narrative Disclosure to Summary Compensation Table
Narrative Disclosure to Summary Compensation Table As referenced in the Compensation Discussion and Analysis section, Mr. Biglari, as CEO of Biglari Holdings, oversees the Company’s operating businesses. Fees paid to entities owned by Mr. Biglari in 2025 are fully described under “Related Person Transactions.” As indicated in the table, during 2025, Mr. Biglari received total compensation of $900,000. During 2024 and 2023, Mr. Biglari received $1,354,596 and $8,171,055, respectively, in total compensation each year. Moreover, Mr. Biglari has never sold any stock of Biglari Holdings, with most of his net worth tied to the results of the Company. Many companies issue stock options to CEOs with a limited time horizon, and therefore set a policy on stock ownership guidelines to mitigate compensation-related risk. The Committee believes that many policies that would be adopted at other companies do not apply to Biglari Holdings because of the ownership structure of our founder-led company. Moreover, the manner in which the high-water mark is calculated in effect creates both deferrals and carryforwards that will prevent performance volatility that could result in undeserved incentive payments. Mr. Biglari did not earn an incentive payment during 2025. The Incentive Agreement establishes a performance-based annual incentive payment for Mr. Biglari that is contingent upon the growth in adjusted equity attributable to our operating businesses. Adjustments are made to changes in shareholders’ equity, so the Committee measures only the Company’s economic performance and thus remains unaffected by material non-economic factors. The payout of the incentive agreement is tied to the Corporation’s gain in net worth. The program has proved that our compensation will be far less than the typical arrangement for a company of our size when performance is not exceeding a hurdle in net worth gain. In the long run, the Committee expects that the profits of the Corporation will be reflected in the shareholder return. Thus, the Board finds the compensation arrangement’s alignment of the interests of the Corporation and its founder/CEO to be far superior to that of most companies that issue stock options and awards. In order for Mr. Biglari to receive any incentive payment, our operating businesses must achieve an annual increase in shareholders’ equity in excess of 6% (the hurdle rate) above the previous highest level (the high-water mark). Mr. Biglari will receive 25% of any incremental book value created above the high-water mark plus the hurdle rate. The high-water mark is established when losses cause book value to decline. Our operating businesses must fully recover their prior losses to overcome the high-water mark. Then a hurdle rate is assessed on the book value before Mr. Biglari becomes eligible to receive an incentive payment. The Company also holds the majority of its investments by means of limited partner interests in The Lion Fund, L.P., and The Lion Fund II, L.P. (the “investment partnerships”). The investment partnerships are managed by Biglari Capital, a private investment firm founded and owned by Mr. Biglari. As Chairman of Biglari Capital, the general partner of these investment partnerships, he is responsible for their investment activities. The fees paid to the general partner are tied to the performance of the investment partnerships. The general partner of the investment partnerships, Biglari Capital, charges Biglari Holdings a performance fee predicated solely on investment gains, not assets under management. Income from the investment partnerships is excluded in the calculation of Mr. Biglari’s incentive compensation under the Incentive Agreement. In other words, there is no “double dipping,” with fees paid at the partnership level and then at the holding company level. The investments in the investment partnerships are more fully described under “Related Person Transactions.” Mr. Biglari’s incentive compensation is entirely affected by the aggregate profits of the Corporation, much in the way shareholders are affected by its aggregate results in the long term.
Pay Ratio
Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship between the annual total compensation of our domestic employees and the annual total compensation of Mr. Biglari, Chairman and Chief Executive Officer. The median employee compensation was determined using 2025 W-2 wages for all U.S. employees, and equivalent taxable compensation for all non-U.S. employees was excluded. The median employee determination included all domestic employees who were employed during 2025. The median employee compensation was $15,571. Our median compensated employee works part-time. Therefore, the ratio of the Chief Executive Officer’s compensation ($900,000) to that of the median employee (i.e., a part-time employee) was approximately 58 to 1.
Pay Versus Performance
Pay Versus Performance The following table sets forth information concerning the compensation of our named executive officers for the three years ended December 31, 2025, and our financial performance for each such year.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Income (Loss) | Net Income (Loss) Excluding Partnerships(3) | | 2025 | $900,000 | $900,000 | $1,300,000 | $1,300,000 | $244.01 | $(37,488,000) | $14,508,000 | | 2024 | 1,354,596 | 1,354,596 | 1,080,000 | 1,080,000 | 183.95 | (3,759,000) | 24,360,000 | | 2023 | 8,171,055 | 8,171,055 | 1,000,000 | 1,000,000 | 117.72 | 54,948,000 | 40,302,000 |
Pay Versus Performance
(1) The principal executive officer (“PEO”) listed in the table is Sardar Biglari, Chairman and Chief Executive Officer. (2) The Non-PEO named executive officer (“NEO”) listed is Bruce Lewis, Controller. (3) Compensation is primarily linked to net income excluding partnerships.