Cracker Barrel Old Country Store, Inc. · NASDAQ:CBRL
Cracker Barrel Old Country Store — Proxy Contest (October 2025)
48 slides from Cracker Barrel Old Country Store's proxy contest presentation, Oct 28, 2025
Slide 1: Focused on Long-Term Sustainable Growth and Profit to Drive Value Creation
OCTOBER 2025 FOCUSED ON LONG-TERM SUSTAINABLE GROWTH AND PROFIT TO DRIVE VALUE CREATION
Slide 2: Forward Looking Statements
Forward Looking Statements 2 Forward-Looking Statements Except for specific historical information, certain of the matters discussed in this communication may express or imply projections of items such as revenues or expenditures, statements of plans and objectives or future operations or statements
Slide 3: Introduction
Introduction Following a comprehensive review in late 2023 and early 2024, Cracker Barrel’s Board and Leadership Team developed a plan that outlined necessary initiatives to unlock the value inherent in our brand. The plan was working and delivered meaningful gains in traffic, sales, and profitabili
Slide 4: Executive Summary
EXECUTIVE SUMMARY 1 Cracker Barrel is a beloved American brand with tremendous potential and a differentiated value proposition. 2 Cracker Barrel is executing a plan that has delivered results. 3 The Company is focused on returning to the momentum and positive trajectory of FY 2025. 4 Mr. Biglari ha
Slide 5: Cracker Barrel is a beloved American brand with tremendous potential
Cracker Barrel is a beloved American brand with tremendous potential and a differentiated value proposition. 1 5
Slide 6: Cracker Barrel at a Glance
Cracker Barrel at a Glance 6 The ‘front porch’ of America Source: Public filings and company website as of October 2025. 56 YEAR HISTORY as America’s home away from home AMERICAN STAPLE that is well-known and recognized nationwide PASSIONATE CUSTOMER BASE with many millions of guests served per year
Slide 7: FY 2025 Cracker Barrel by the Numbers
FY 2025 Cracker Barrel by the Numbers 1 7 Revenue +2.2% YoY $3.48B Net Income +30.9% YoY $46M Adjusted EBITDA2 +9.0% YoY Source: Public filings and company website as of October 2025. $224M 1. Year over year comparisons have been adjusted to exclude the impact of the 53rd week in the prior year peri
Slide 8: Facts About Our Logo Change and Remodel Test Program
We were, and are, committed to keeping what makes Cracker Barrel special. We intend for Uncle Herschel and our ‘Old Timer’ to always be a part of the Cracker Barrel story. We are always going to keep the things people love about our stores – rocking chairs on the porch, our fireplaces and peg games,
Slide 9: Reaction to New Logo and Test Remodels Amplified on Social Media
Reaction to New Logo and More Modern Test Remodels was Recast as Ideological and Amplified in Unanticipated and Extraordinary Ways on Social Media Channels and by National Media Outlets 9 • We acknowledge that we misstepped with our launch of a new logo and the testing of a more modern design. • We
Slide 10: Facts About Our Capital Expenditures
Total Capex $159M Facts About Our Capital Expenditures 60% 35% 5% Store Maintenance Technology & Strategic Initiatives New Stores Total Capex $135M – $150M FY 2025 Capex Source: Company earnings call of September 18, 2025, public filings ,and company website as of October 2025. FY 2026 Estimated Cap
Slide 11: We Listened to Our Guests and Acted Swiftly
We Listened to Our Guests and Acted Swiftly 11 When our guests spoke up about the logo and remodels, we listened carefully to their feedback and took action by: • Restoring our ‘Old Timer’ logo; • Pausing our store remodels; and • Launching Front Porch Feedback; our guest platform for gathering real
Slide 12: Cracker Barrel is executing a plan that has delivered results
Cracker Barrel is executing a plan that has delivered results. 2 12
Slide 13: In 2023, the Board and Leadership Team Recognized a Need for Change
13 In 2023, the Board and Leadership Team Recognized a Need for Change Casual dining trends, cost structures, and consumer behaviors had evolved, driving the need for investments in our business. The Board and Leadership Team undertook a comprehensive, data-driven review of our business, which provi
Slide 14: The Board and Leadership Team's Multi-Year Plan
The Board and Leadership Team’s Multi-Year Plan 14 Tech Modernization Transformation System Margin Optimization Testing 3 IMPERATIVES 5 PILLARS 4 ENABLERS Drive Relevancy (Gain Market Share) Deliver Food & Experience That Guests Love Grow Profitability Refine the Brand Enhance the Menu Evolve the St
Slide 15: The Board and Leadership Team Advanced Initiatives Across the Plan
The Board and Leadership Team Advanced Initiatives Across the Plan… 15 Menu of the Future Menu Management / Back-of-House Optimization Strategic Pricing Execution Excellence Refresh the Estate Next Gen Format Transform Retail Customer Activation & Loyalty Category Leading Delivery / To-Go Catering R
Slide 16: Demonstrated Momentum and Delivered Encouraging Results in FY 2025
REVENUE NET INCOME ADJUSTED EBITDA2 …Which Demonstrated Momentum and Delivered Encouraging Results in FY 20251 16 $206M $224M 2024 2025 +9.0% $35M $46M 2024 2025 +30.9% $3.41B $3.48B 2024 2025 +2.2% Source: Public filings and company website as of October 2025. 1. FY 2025 revenue, net income, and ad
Slide 17: Five Consecutive Quarters of Positive Comparable Store Restaurant Sales Growth
Delivered Five Consecutive Quarters of Positive Comparable Store Restaurant Sales Growth Through Q4 FY 2025 17 -0.5% 1.2% -1.5% 0.4% 2.9% 4.7% 1.0% 5.4% Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Source: Public filings and company website as of October 2025.
Slide 18: Significant Growth in Loyalty Members Since Program Launch
Significant Growth in Loyalty Members Since Program Launch 18 1.4M 3.4M 4.6M 5.6M 6.3M 7.2M 8.0M 9.0M Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025
Slide 19: Honoring Heritage While Driving Growth
We deeply value the powerful emotional connection our guests have to our brand and the tradition and nostalgia it represents. We are committed to honoring our heritage and legacy as we drive growth for the future. 19 ✓ Instituted an evolved, smarter media mix, and enhanced targeting strategy leverag
Slide 20: Continuing to Improve Our Menu
We are continuing to improve our menu, adding new items and bringing back old favorites, while maintaining our focus in the kitchen and on our guests’ plates: serving generous portions of craveable food at fair prices. 20 ✓ Launched new menu innovations and reintroduced favorites that resonated with
Slide 21: Focused on Operations and Store Standards
We are focused on operations, returning our stores to brand standards, undertaking a targeted, efficient approach to store maintenance, and effectively implementing guest feedback. 21 ✓ Made improvements in key operating and guest metrics most correlated with comparable store sales growth. • Seat-to
Slide 22: Driving Improvements in Digital and Off-Premise
We are driving improvements in digital and off-premise by enhancing our off-premise metrics, delivering rewards to guests and providing robust data and insights to drive the business. 22 ✓ Significantly grew loyalty program ahead of projections. • Unique program where guests have ability to earn and
Slide 23: Making Sure Our People Feel Valued
We are making efforts to ensure our people feel valued and giving them the tools they need to succeed and take even better care of our guests. 23 Source: Public filings and company website as of October 2025. ✓ Elevated workplace culture. • Improved hourly turnover by 19 percentage points over last
Slide 24: The Company is focused on returning to the momentum of FY 2025
The Company is focused on returning to the momentum and positive trajectory of FY 2025. 3 24
Slide 25: Implementing Operational Initiatives to Address Feedback
We are Implementing Operational Initiatives to Address Feedback and Drive Better Experience 25 Demonstrated commitment to continuing to listen to guests. • Launched Front Porch Feedback, which gives our rewards members the opportunity after every visit to comment directly to our team on aspects of t
Slide 26: Implementing Brand Initiatives to Celebrate Heritage and Traditions
We are Implementing Brand Initiatives to Celebrate Heritage and Traditions and Invite Guests to Return 26 Quickly initiated efforts to dispel concerns driven by false statements online and reassure guests that our values remain unchanged. • Launched ‘We Hear You’ website page. • Created and posted v
Slide 27: Disciplined and Balanced Approach to Capital Allocation
Disciplined and Balanced Approach to Capital Allocation Strategically investing capital to support growth initiatives and position Cracker Barrel for future success. Maintaining a strong balance sheet, reducing net debt while sustaining ample liquidity to support the execution of our plan initiative
Slide 28: Mr. Biglari has a long history of disruptive, failed campaigns
Mr. Biglari has a long history of disruptive, failed campaigns at Cracker Barrel and we believe he is continuing to make false and misleading statements to prolong distraction, further disrupt the business, and advance his own interests. 4 28 28
Slide 29: We Believe Mr. Biglari Does Not Have Shareholders' Best Interests in Mind
29 We Believe Mr. Biglari Does Not Have Shareholders’ Best Interests in Mind Mr. Biglari continues to make false and misleading statements using company resources and platforms of a direct competitor he controls — Steak ‘n Shake. These opportunistic antics are not aimed at driving shareholder value;
Slide 30: Mr. Biglari Continues to Use Questionable Tactics to Attack the Brand
Mr. Biglari Continues to Use Highly Questionable Tactics to Attack the Cracker Barrel Brand... 30 Source: Steak ‘n Shake and Maxim on X. Mr. Biglari continues to make false and misleading statements, perpetuating untrue narratives and attacking Cracker Barrel, the Board, and Leadership Team, using s
Slide 31: ...and to Attack Cracker Barrel Shareholders
…and to Attack Cracker Barrel Shareholders 31 Source: Steak ‘n Shake on X.
Slide 32: Setting The Record Straight: Correcting Biglari's Claims
Setting The Record Straight: Correcting Mr. Biglari's False and Misleading Claims 32 Myth: Mr. Biglari's Misguided Narrative1 The Facts2 Cracker Barrel is abandoning its plan Our Board and Leadership Team remain focused on executing the elements of our plan we know have worked to deliver improved sa
Slide 33: The Board is addressing shareholder feedback on proxy system abuse
The Cracker Barrel Board is addressing shareholder feedback to protect the Company from costly abuse of the proxy system while maintaining the highest standards of corporate governance. 5 33
Slide 34: Biglari Is Now Forcing His Eighth Proxy Fight in 15 Years
Mr. Biglari’s previous campaigns that went to a vote were soundly rejected by shareholders by overwhelming margins. Mr. Biglari is Now Forcing His Eighth Proxy Fight in 15 Years 34 DECEMBER 2011 Mr. Biglari’s proxy fight for one Board seat was unsuccessful Unaffiliated Support for Mr. Biglari: 26.2%
Slide 35: Board Modified Bylaws to Protect Shareholders From Serial Abuse
In Response to Shareholder Feedback, Our Board Modified Our Bylaws to Protect Shareholders' Ability to Effect Meaningful Change, While Also Protecting Them from Serial Abuse 35 Majority Voting Standard • We adopted a majority voting standard in uncontested elections. • Directors failing to receive a
Slide 36: The Board is highly qualified, engaged, and committed to all shareholders
The Cracker Barrel Board is highly qualified, engaged, and committed to serving the best interests of ALL shareholders. 6 36
Slide 37: Our Board is Active and Engaged
37 Our Board is Active and Engaged Setting Cracker Barrel Up for Success Board is actively involved in: • Overseeing plan to return Cracker Barrel to growth, profitability, and value creation; • Effectively challenging management; and • Protecting the interests of all shareholders. Overseeing Our Pl
Slide 38: Our Directors Have Highly Relevant Skills and Experience
Our Directors Have Highly Relevant Skills and Experience to Continue Overseeing Our Strategy 38 Julie Masino President and CEO Carl Berquist Independent Director, Board Chair President and CEO since 2023 Former President of Taco Bell International Committees: E Restaurant & Strategy Expert Independe
Slide 39: We Have Consistently Refreshed Our Board
All nine of our independent directors were appointed since 2019 and bring relevant restaurant and food experience to the boardroom, in addition to unique skills in marketing, technology, finance, and executive leadership, to understand today’s consumer. We Have Consistently Refreshed Our Board to Me
Slide 40: Ms. Masino's Departure Would Destabilize Cracker Barrel
Ms. Masino’s departure would destabilize Cracker Barrel and risk our ability to regain the momentum we generated in FY 2025. If Ms. Masino is not re-elected to the Board of Directors, due to her employment agreement terms, it would likely trigger her separation from the Company as CEO and force the
Slide 41: We Need ALL Of The Highly-Qualified Directors on Our Board
It Is Important We Maintain Stability During This Critical Time: We Need ALL Of The Highly-Qualified Directors on Our Board 41 Cracker Barrel’s other Board members are united in the strong belief that Mr. Dávila is an invaluable member of the Board and important to the continued successful oversight
Slide 42: Executive Compensation Program Incentivizes Long-Term Value Creation
Executive Compensation Program Incentivizes Sustainable, Long-Term Shareholder Value Creation 42 Best-in-Class Practices 17% 83% FY 2025 CEO Pay Mix Short-Term Incentive Plan Tied to Growth Initiatives Adjusted EBITDA | 60% Strategic objectives | 40% (focused on human capital management, guest exper
Slide 43: Equity Compensation and 2020 Omnibus Incentive Plan Amendment
Equity Compensation and 2020 Omnibus Incentive Plan Amendment Critical to Talent Incentivization and Retention Strategy 43 Purpose of the Equity Incentive Plan EQUITY GRANT PRACTICES – AT-A-GLANCE 1,325,000 share request increase 1.2% 3-year average burn rate (FY23-25) Broad-Based Eligibility 2010 l
Slide 44: Committed to Delivering Long-Term Value for Shareholders
Cracker Barrel's Board and Leadership Team are committed to delivering long-term value for shareholders by listening to our guests, honoring our American heritage, and advancing our plan that has delivered results. 44
Slide 45: Board Unanimously Recommends a Vote FOR Each of the 10 Nominees
Cracker Barrel’s Board of Directors unanimously recommends a vote "FOR" each of the Board’s 10 recommended nominees on the WHITE proxy card: Cracker Barrel's Board is Overseeing the Execution of Our Plan to Return to Growth and Enhance Shareholder Value 45 The plan delivered strong results in FY 202
Slide 46: Appendix
APPENDIX 46
Slide 47: Reconciliation of GAAP-Basis Operating Results to Non-GAAP
Reconciliation of GAAP-Basis Operating Results to Non-GAAP Operating Results (Unaudited and in thousands) 47 EBITDA/Adjusted EBITDA In the accompanying communication and the below reconciliation tables, the Company makes reference to EBITDA and adjusted EBITDA, as well as the impact of the 53rd week
Slide 48: Forward-Looking Statements
### Forward-Looking Statements Except for specific historical information, certain of the matters discussed in this filing may express or imply projections of items such as revenues or expenditures, statements of plans and objectives or future operations or statements of future economic performance.
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