Cracker Barrel Old Country Store, Inc. · NASDAQ:CBRL
Cracker Barrel Old Country Store — Proxy Contest (October 2025)
88 slides from Cracker Barrel Old Country Store's proxy contest presentation, Oct 24, 2025
Slide 1: Save Cracker Barrel
SAVE Cracker Barrel Biglari Capital Corp. October 24, 2025
Slide 2: Legal Disclaimer
Legal Disclaimer The materials contained herein (the “Materials”) represent the opinions of Biglari Capital Corp. and its affiliates (collectively, “Biglari Capital,” “us,” “we”) and are based on publicly available information with respect to Cracker Barrel Old Country Store, Inc. (“Cracker Barrel,”
Slide 3: Table of Contents
04 Timeline of Events 05 Executive Summary Table of 23 Why Cracker Barrel Continues to Disappoint 36 The 2024 Transformation Plan FAILED Spectacularly Contents 53 There is NO Credible Plan for a Cracker Barrel Turnaround 64 The CEO and Board who DAMAGED the Brand Cannot be Entrusted with its Future
Slide 4: Timeline of Events
Timeline of Events Aug ’23 Mar ’24 May ’24 Oct ’24 Nov ’24 Nov ’24 - June ’25 CEO Julie Masino Biglari Capital CBRL announced a Biglari Capital CBRL defended the CBRL reiterated that assumed charge as advocated CBRL $700 million warned CBRL to Plan and opposed the Plan was working CEO-elect not to p
Slide 5: Executive Summary
__ Executive Summary
Slide 6: CEO Julie Masino has destroyed shareholder value
CEO Julie Masino has destroyed shareholder value Mkt Cap. Julie Masino appointed CEO-elect $2 billion (August 7, 2023) $821 million1 2 years later (October 23, 2025) $1.2 billion in shareholder value destroyed When will the Cracker Barrel board of directors ( the "Board") hold management acc
Slide 7: The need for change at Cracker Barrel
The need for change at Cracker Barrel • In August 2025, shareholders witnessed the botched rollout of rebranding and remodeling initiatives – foundational pillars of the $700 million Transformation Plan. • The ill-advised effort and the unprecedented backlash that followed severely fractured Cracker
Slide 8: Cracker Barrel's future depends on accountability
Cracker Barrel’s future depends on accountability • The Board has flagrantly evaded accountability and has further restricted the rights of shareholders by enacting changes to the bylaws designed to entrench the Board. o It has already amended the Bylaws and is just putting the amendments to a share
Slide 9: Board's bylaw amendments restrict shareholder rights
The Board’s bylaw amendments restricts shareholder rights and signals disregard for shareholder oversight and governance best practices Proposal 6: Ineligibility Provision Proposal 7: Mutual Reimbursement Provision Prohibits the re-nomination of any nominee who fails to Establishes parameters for re
Slide 10: Transformation Plan failed because it was built on a faulty premise
It is clear to us that the Transformation Plan failed because it was built on a faulty premise and flawed understanding of Cracker Barrel brand “ ….. we're just not as relevant as we once were.” “Historically, Cracker Barrel has made limited changes to our design aesthetic, and we've probably relied
Slide 11: References to the $700 million Transformation Plan
References to the $700 million Transformation Plan in Cracker Barrel’s own words… Cracker Barrel Investor Presentation (Oct. 2024) “Capital expenditures over the three-year period of fiscal 2025 through fiscal 2027 of approximately $600 million to $700 million, which assumes the Company's store remo
Slide 12: Management is trying to re-write history on $700 million cost
Management is trying to re-write history by disassociating the $700 million cost from its Transformation Plan Can shareholders believe what management says now? 12
Slide 13: Cracker Barrel downplaying cornerstones of the failed plan
Cracker Barrel is now trying to downplay the cornerstones of the failed Transformation Plan “…to ignite growth, we must revitalize the brand. To be clear, this is about refining and enhancing the brand; not reinventing or overhauling.” Cracker Barrel Business Update Call, May 16, 2024 “…when you thi
Slide 14: Refining the Brand was not a 'small workstream'
Refining the Brand was not a ‘small workstream’ – it was the first pillar of the Transformation Plan The Logo Rebranding Fiasco 56 years 7 days $143 million in shareholder value “Our first pillar is refining our brand, particularly with respect to our marketing, so destruction* that it better resona
Slide 15: Can shareholders trust CEO after inconsistent remodel statements?
Can shareholders trust CEO Julie Masino after inconsistent statements on store remodels? ”It’s very early days and it’s only two stores but we are really encouraged by what we’re seeing. … The idea is that in 2025, we remodel about 25 to 30 stores" Cracker Barrel Business Update Call, May 16, 2024 W
Slide 16: Logo and remodel fiascos were not 'small workstreams'
Or after her claims that the logo and remodel fiascos were “small workstreams” considering the damage inflicted on the business as reflected in FY2026 guidance? "Since August 19, the date of the initial logo change, traffic has declined approximately 8%. Assuming similar trends continue for the "Whe
Slide 17: Are shareholders better off under CEO Masino's Plan?
Are shareholders really better off under CEO Julie Masino’s Plan? $1.2 billion in shareholder value Sustained guest traffic declines, Adj. EBITDA expected to destroyed with fiscal year 2026 decline decline to the lowest level in a being the largest in over a decade decade Market Cap change under CEO
Slide 18: Co-Founder Tommy Lowe demands ouster of CEO
Co-Founder Tommy Lowe also demands the ouster of CEO, Julie Masino "It was just a country store for country people, and that’s what it is today. They just don’t understand I heard she was at Taco Bell. What does Taco Bell know about Cracker Barrel. They’re trying to modernize to be like the competit
Slide 19: Fox News host on CEO and the brand
Fox News Host Greg Gutfeld recognized that CEO did not like the brand and tried to change the brand "Seems the CEO is ashamed of the brand It's common sense when you're changing your brand or label, it doesn't attract new people it's only going to alienate the previous people. It was purely for a sp
Slide 20: CEO has overseen massive shareholder value destruction
CEO Julie Masino has overseen massive shareholder value destruction TSR since CEO Julie Masino assumed charge as CEO-elect on Aug 7, 2023 65.0% 51.3% 45.0% 25.0% 10.4% 5.0% (15.0%) (16.3%) (16.3%) (35.0%) (45.0%) (55.0%) (75.0%) S&P Mid Cap 400 Restaurants S&P 500 ISS Peer Group (2024) Casual Dining
Slide 21: Board's lack of oversight led to years of value destruction
Board’s lack of necessary oversight has led to years of value destruction 3-Year Total Shareholder Return 5-Year Total Shareholder Return 112.9% 79.0% 51.8% 28.0% 44.4% 6.1% 15.8% (3.8%) (52.1%) (55.3%) Cracker Barrel Casual Dining ISS Peer Group S&P 500 S&P Mid Cap 400 Peers (2024) Restaurants Crac
Slide 22: Four-part agenda
1. Why Cracker Barrel Continues to Disappoint 2. The 2024 Transformation Plan FAILED Spectacularly 3. There is NO Credible Plan for a Cracker Barrel Turnaround 4. The CEO and Board who DAMAGED the BRAND Cannot be Entrusted with its Future 22
Slide 23: Part 1: Why Cracker Barrel Continues to Disappoint
Part 1: Why Cracker Barrel Continues to Disappoint 23
Slide 24: Pivot away from Americana heritage has hurt Cracker Barrel
Trying to pivot away from its Americana heritage has hurt Cracker Barrel Failed initiatives 2016: Holler & Dash 2017-18: West Coast Expansion 2019: Maple Street Biscuit (MSB) 1 2 Fast Casual Dining Brand Launch Preoccupation with New Store Openings vs. $36 Million Fast Casual Dining Brand Improving
Slide 25: Repeated attempts to change the company have failed
Repeated attempts to make Cracker Barrel a different company have all failed Failed initiatives 2019: Punch Bowl Social 2020: Introduction of Alcohol at Stores Investment in an Pairing Alcohol with a Brand Known Entertainment/Alcohol Concept for its Traditional Family Breakfast • Purchased non-contr
Slide 26: Failed pivots cost shareholders over $200 million
These failed pivots have cost shareholders over $200 million in losses (In US$ Millions) 2020 2023 2024 2025 Total Impairment $22.5 $11.7 $17.4 $19.8 $71.4 (for CBRL and MSBC stores) Store closing costs $2.3 $5.5 $0.3 $8.1 (Failed West Coast expansion efforts) Other impairment charges & goodwill wri
Slide 27: Plan doubled down on false premise brand not relevant
The Transformation Plan doubled down on the false premise that the brand was “just not as relevant” “…the brand has lost some of its shine… …we must revitalize the brand… …..we're just not as relevant as we once were. We need to address these dynamics by refreshing and refining the Julie Masino bran
Slide 28: We warned against investing in rebranding and remodeling
We warned against investing significant shareholder capital on rebranding and remodeling initiatives “We do not believe changing the furniture and altering the decor are going to change the Company’s trajectory or solve the Company’s underlying problem of declining traffic. …the questionable transfo
Slide 29: Rebrand triggered unparalleled backlash
Rebrand triggered backlash unparalleled in modern corporate history https://people.com/cracker-barrel-reverts-to-old-logo-hours-after-trump-urged-them-admit-mistake-11798393 https://www.al.com/life/2025/08/hollywood-star-rails-on-cracker-barrel-ill-never-step-foot-in-one-again.html https://www.faceb
Slide 30: Co-Founder questions CEO's understanding of company values
Even Cracker Barrel's Co-Founder questions CEO Julie Masino's understanding of fundamental Company values “…She [CEO Julie Masino] knows very little about Cracker Barrel's operation — the history, the food. The idea she's come up with … doesn't fit the customer. If she'd go out and sit on the front
Slide 31: Customer revolt confirms CEO is disconnected from brand
Customer revolt confirms that the CEO Julie Masino is disconnected from the brand "New CEO of Cracker Barrel decides to scrap a nostalgic, beloved logo that reminds "The Cracker Barrel rebrand gets people of simpler times and even worse than the new logo. replaces it with a soulless Here's the new i
Slide 32: Board failed to provide oversight and protect capital
Board has failed to provide oversight and protect shareholder capital Capex over last five years Impact: Operating income down 85% = $579 million and Net income down 82% Revenue ($ Millions) Cumulative Capex ($ millions) $2,821.4 $3,267.8 $3,442.8 $3,470.8 $3,483.7 (net of proceeds from insurance re
Slide 33: Failure of Transformation Plan calls for new leadership
We strongly believe failure of Transformation Plan calls for new leadership at Cracker Barrel Cracker Barrel's Market Cap under CEO Julie Masino • $1.2 billion of shareholder value destroyed (Millions) $2,004.0 • $43 million in impairment and store closing costs since FY2024 • $24 million in strateg
Slide 34: CEO has overseen massive shareholder value destruction
CEO Julie Masino has overseen massive shareholder value destruction Total Shareholder Return since CEO Julie Masino assumed charge as CEO-elect on Aug 7, 2023 65.0% 51.3% 45.0% 25.0% 10.4% 5.0% (15.0%) (16.3%) (16.3%) (35.0%) (45.0%) (55.0%) (75.0%) S&P Mid Cap 400 Restaurants S&P 500 ISS Peer Group
Slide 35: Board's lack of oversight led to years of value destruction
Board’s lack of necessary oversight has led to years of value destruction 3-Year Total Shareholder Return 5-Year Total Shareholder Return 112.9% 79.0% 51.8% 28.0% 44.4% 6.1% 15.8% (3.8%) (52.1%) (55.3%) Cracker Barrel Casual Dining ISS Peer Group S&P 500 S&P Mid Cap 400 Peers (2024) Restaurants Crac
Slide 36: Part 2: The 2024 Transformation Plan Failed Spectacularly
Part 2: The 2024 Transformation Plan FAILED Spectacularly 36
Slide 37: CEO was hired to lead a strategic transformation
CEO Julie Masino was hired to lead a strategic transformation "We believe Julie’ s track record as an innovator and a leader, together with her strategic thinking and passion for growth, will ensure that “Last year [2023], our Board recruited and appointed a new Cracker Barrel remains a place where
Slide 38: Transformation Plan required countless hours and millions of dollars
CEO Julie Masino’s Transformation Plan required countless hours and millions of dollars of Company resources “Cracker Barrel's strategic transformation plan is grounded in a clear understanding of what guests love “ Cracker Barrel’s strategic transformation plan is about Cracker Barrel, what we can
Slide 39: Key pillars: refining the brand and store remodeling
Key pillars of the Transformation Plan were 1. Refining the brand and 2. Store remodeling Refining the Brand “Our first pillar is refining our brand, particularly with respect to our marketing, so that it better resonates with today's guests and ignites fandom. Cracker Barrel is an iconic brand, but
Slide 40: CEO misled shareholders that the Plan was working
CEO Julie Masino misled shareholders by stating that the Transformation Plan was working Q4 FY2024 Earnings Call “Our multiyear strategic transformation journey is off to a great start. We've hired a new dynamic CMO and are making progress on refining the brand. We’re seeing a lift in traffic and sa
Slide 41: Plan was not working: traffic declined, profitability stagnant
But the Transformation Plan was NOT working. Guest traffic declined and profitability remained stagnant Declining Revenue Growth Declining Guest Traffic Growth 2.6% Q1'25 Q2'25 Q3'25 Q4'25 1.5% 0.5% -1.0% -2.9% -2.7% -2.9% Q1'25 Q2'25 Q3'25 Q4'25 -5.6% Stagnant Restaurant Level Gross Margin Operatin
Slide 42: New logo launched as part of Refine the Brand
On August 19, 2025, the new logo was launched as part of ‘Refine the Brand’ Strategy "Our values haven’t changed, and the heart and soul of Cracker Barrel haven’t changed“ "Anchored in Cracker Barrel’s signature gold and brown tones, the updated visuals will appear across menus and marketing collate
Slide 43: Campaign met with unprecedented customer outcry
The campaign was met with unprecedented outcry from customers … 43
Slide 44: Customer reaction to store remodeling was severe
Customer reaction to store remodeling was severe and negative 44
Slide 45: ... and negative media coverage
… and negative media coverage 45
Slide 46: Within one week, Refine the Brand was abandoned
Within one week of launch, after significant shareholder value destruction, “Refine the Brand” was abandoned Impact to Shareholders: 10.6% decline in share price within a week $143 million decline in market cap2 64 CBRL Website August 26, 20251 62 60 58 "We want longtime fans and new guests to e
Slide 47: Remodeling plan suspended amid customer backlash
In September 2025, Cracker Barrel suspended its remodeling plan amid customer backlash CBRL Website, September 9, 2025. CBRL Facebook, September 15, 2025 47
Slide 48: Rebranding and remodeling fiascos affected customer trust
The rebranding and remodeling fiascos severely affected customer trust 48
Slide 49: Food quality declined, leading to negative publicity
Food quality also declined and lead to further negative publicity https://nypost.com/2025/08/27/business/angry-cracker-barrel-workers-dish-on-skimpy-pay-and-frozen-food-thats-passed-off-as-home-cooking/?utm_source=twitter&utm_medium=social&utm_campaign=nypost https://www.dailymail.co.uk/yourmoney/co
Slide 50: Backlash forced change on day-old biscuits and frozen meatloaf
Customer backlash forced Cracker Barrel to change course on serving day-old biscuits and frozen meatloaf https://nypost.com/2025/08/27/business/angry-cracker-barrel-workers-dish-on-skimpy-pay-and-frozen-food-thats-passed-off-as-home-cooking/?utm_source=twitter&utm_medium=social&utm_campaign=nypost h
Slide 51: Rebranding party in Manhattan where there are zero stores
CEO Julie Masino’s actions demonstrate she neither understands nor relates to Cracker Barrel’s brand identity or its customers Case Study: Launch of rebranding party in Manhattan, NY where Cracker Barrel has ZERO stores https://www.nycforfree.co/events/cracker-barrel-nyc-pop-up 51
Slide 52: NY launch party highlights CEO disconnect from customers
NY launch party highlights the disconnect between CEO Julie Masino and Cracker Barrel customers 52
Slide 53: Part 3: No Credible Plan for a Turnaround
Part 3: There is NO Credible Plan for a Cracker Barrel Turnaround 53
Slide 54: Last year, Cracker Barrel made a lot of promises
Last Year, Cracker Barrel made a lot of promises… CBRL Promises during the 2024 Proxy Campaign we are improving our scratch-made processes Cracker Barrel Investor Presentation, Oct 2024 54
Slide 55: Promised massive Adj. EBITDA growth from the Plan
… including massive Adj. EBITDA growth – 39% CAGR from FY2025 to FY2027 thanks to the Transformation Plan CBRL Promises during the 2024 Proxy Campaign Cracker Barrel Investor Presentation, Oct 2024 55
Slide 56: One year later: roll-backs, falling traffic, deteriorating financials
One year later, all Cracker Barrel has to show are embarrassing roll-backs, falling guest traffic, deteriorating financials, and fractured customer trust CBRL Commentary 1-year later (FY2025 Earnings Transcript) Rebranding Roll-back Maple Street Biscuit Store Closures "our team pivoted quickly to sw
Slide 57: Company skeptical of achieving its cost savings target
Additionally, Cracker Barrel appears skeptical of even achieving the cost savings target it set last year CBRL’s Promised Cost Savings 1-year later (FY2024 Earnings Transcript) (FY2025 Earnings Transcript) “we're not going to share anymore about that at “I'll start with cost savings. Yes, we're stil
Slide 58: Lower FY2026 guidance and withdrawn FY2027 guidance
The damage is not short-term: Cracker Barrel has significantly lower FY2026 guidance and withdrawn FY2027 guidance FY2027 Original Guidance: FY2025 Results FY2026 Original Guidance & Revision Guidance & Revision FY2026E revenue lower than FY2025 ($ in millions) FY2025A FY2026E FY2026E FY2027E FY20
Slide 59: FY2026 guidance confirms severe and lasting damage
FY2026 guidance confirms that damage from management’s poor decisions is severe and lasting, with guest traffic decline expected to be the most in a decade (ex. Covid) “Since August 19, the date of the initial logo change, traffic has declined approximately 8%. Assuming similar trends continue for t
Slide 60: Adj. EBITDA decline of 24% in FY2026E
Adj. EBITDA decline of 24% in FY2026E – the lowest in over a decade – confirms that the damage from the Transformation Plan is severe and not short term FY2026E Adj. EBITDA projected to be more than $100M less than FY2025 Adjusted EBITDA 275.4 269.3 251.2 224.3 211.6 (24%) decline 170.0 FY21 FY22 FY
Slide 61: Independent analysts question ability to recover
Independent analysts question Cracker Barrel’s ability to recover “CBRL now finds itself facing uncertainty about the duration and the depth of the current 800bps+ drop in customer traffic that the brand has experienced since mid- -“…the magnitude of the traffic impact – from -1% prior to 8/19 to -8
Slide 62: Analysts have little conviction in the Transformation Plan
Analysts have little conviction in the remaining components of the Transformation Plan Analyst Rating 6 out of 7 Analysts have a Hold/Sell/Underperform Rating Underperform Neutral Mean target price estimate of $46.4 (per share) is 35% lower Sell than in April 2024 ($71.6 prior to Hold the 2024 T
Slide 63: Cracker Barrel has no viable strategy
It is clear to us that Cracker Barrel has NO viable strategy. There is NO path to achieving the stated financial targets as promised in the Transformation Plan Reality Rebranding scrapped due to unprecedented customer and political backlash Store remodeling plan abandoned due to customer backlas
Slide 64: Part 4: CEO and Board Cannot Be Entrusted with the Future
Part 4: The CEO and Board who DAMAGED the BRAND Cannot be Entrusted with its Future 64
Slide 65: Why target CEO Masino and Director Dávila?
Why Target CEO Julie Masino and Director Gilbert Dávila? The Failed Transformation Plan and Rebranding Fiasco Was a Failure of Risk Management “Board Oversight of Risk Management It is the responsibility of our senior management, under Ms. Masino’s leadership, to develop, implement and manage our st
Slide 66: CEO Masino and Dávila should have known better
CEO Julie Masino and Dávila should have known better In Recent Filings, The Board Continues to Tout their Marketing Expertise and Experience – They Should have known Better “Leadership Experience — Ms. Masino has served as President, Chief Executive Officer, and other various leadership roles in the
Slide 67: First-time public company CEO bears greatest responsibility
First-Time public company CEO Julie Masino bears greatest responsibility for recent failures CEO Julie Masino’s Strategy Failed In Conception and Execution, Despite Her Reputation as a Strategic Thinker CEO Julie Masino President, CEO, and “Today’s announcement represents the culmination of a multi-
Slide 68: Marketing failure compounded by broken shareholder promises
The marketing failure is compounded by broken shareholder promises “…our work will continue to be grounded in extensive research… …we will evolve the brand in a way that will resonate with, but not alienate current guests while increasing our appeal to new guests… …we will take what is known and bel
Slide 69: CEO is disconnected from Cracker Barrel's fundamental values
CEO Julie Masino is disconnected from Cracker Barrel’s fundamental values " She knows very little about Craker Barrel’s operation — the history, the food. The idea she’s come up with … doesn't fit the customer" "Cracker Barrel co-founder Tommy Lowe is speaking out against the "I doubt that they've e
Slide 70: Dávila is the Board's proclaimed marketing expert
Gilbert Dávila is the Board’s proclaimed marketing and advertising expert We believe The Board’s Failed Oversight of Cracker Barrel’s Rebranding Effort Begins with Mr. Dávila “Mr. Dávila is an expert in the fields of marketing and advertising , including market Gilbert Dávila segmentation, data mana
Slide 71: Failed oversight reflected in CEO pay
The failed oversight and lack of accountability is reflected in CEO pay – Gilbert Dávila is the Compensation Committee Chair Plan Deficiencies X No Milestones or Metrics Related to Strategic Transformation Plan • CEO Julie Masino’s Strategic Transformation Plan is her signature initiative and was po
Slide 72: Much of CEO's pay may be preserved despite failures
Despite massive early failures, much of CEO Julie Masino’s pay may be preserved Although the Impact of the Recent Strategy and Rebranding Failures will likely appear in FY2026 Pay, Certain Plan Components and Modifications Make CEO Pay Less Susceptible to Disastrous Performance Plan Components Makin
Slide 73: Board adopted two new bylaws restricting shareholder rights
The Board flaunts its lack of accountability by adopting two new Bylaws designed to restrict shareholder rights Proposal 6: Ineligibility Provision Proposal 7: Mutual Reimbursement Provision Prohibits the re-nomination of any nominee who fails to Establishes parameters for reimbursement for document
Slide 74: Do not allow management to obscure what this campaign is about
Do not allow management to obscure what this campaign is about… FOR AGAINST Julie Masino Gilbert Dávila President, CEO, and Director Since 2020 Director since 2023 Board’s Marketing Expert Architect of Failed Strategic Most Responsible for Failed Transformation Plan Rebranding Oversight 74
Slide 75: Other investors are also demanding accountability
Other investors are also demanding accountability The State Board of Administration (SBA) of Florida Retirement System: • Sent a letter on August 29, 20251 to Cracker Barrel’s Board Chair outlining concerns about the “rebranding fiasco”; • Raised questions regarding the financial ramifications and p
Slide 76: Appendix: Biglari Capital has Consistently Been Right
Appendix: Biglari Capital has Consistently Been Right on the Issues 76
Slide 77: Biglari Capital's track record of raising operational concerns
Biglari Capital has a proven track record of raising relevant operational concerns 2011: Store Expansion 2016: Holler & Dash 2019: Punch Bowl Social 2024: Maple Street “We’ve had an expansion plan in place that "With its biscuit-inspired menu that pays tribute “The investment in Punch Bowl Social al
Slide 78: 2024 campaign aimed at stopping rebranding and remodeling
Biglari Capital’s 2024 campaign was aimed at stopping Cracker Barrel’s rebranding and remodeling efforts – two key pillars of the 2024 Transformation Plan “Cracker Barrel is not a broken brand….” Sardar Biglari CEO Biglari Capital “We do not believe changing the furniture and altering the decor are
Slide 79: We warned against investing 70% of market cap on remodeling
We warned against investing 70% of Cracker Barrel’s then market cap on rebranding and remodeling initiatives Sardar Biglari "We do not believe changing the furniture and altering the decor are going to change the CEO Biglari Capital Company’s trajectory or solve the Company’s underlying problem of d
Slide 80: Biglari predicted the Plan would not work
Biglari correctly predicted that the Plan would not work and urged the CEO to focus on improving operations and maintaining the brand heritage Sardar Biglari Cracker Barrel Old Country Store is a history-steeped place that channels Americana; CEO Biglari Capital there are a few brands like it, and n
Slide 81: Cracker Barrel resorts to personal attacks on Mr. Biglari
Instead of objectively evaluating the concerns he has raised, Cracker Barrel consistently resorts to personal attacks on Mr. Biglari “we believe Mr. Biglari's "plan" demonstrates an “…. Mr. Biglari's "plan" is to take Cracker Barrel back outdated understanding of the industry, our guests, to "1980's
Slide 82: The Board owes shareholders answers
The Board owes shareholders answers • Management spent $24 million and thousands of hours on the rebrand/Transformation Plan since May 2024, who on the Board were pushing back on these issues? • Management consistently states that prior to the rebranding launch, the plan was working. If the plan was
Slide 83: Why does Cracker Barrel continue to fight Mr. Biglari?
Why does Cracker Barrel continue to fight Mr. Biglari - an experienced restaurant investor with a solid track record of creating shareholder value? 5-year Total Shareholder Return 219.8% “The Company estimates that it spent a total of approximately $31 million in proxy contest defense costs across s
Slide 84: Additional Information
Additional Information 84
Slide 85: Decline in total CEO pay conceals flawed incentive program
Decline in total CEO pay conceals flawed incentive program 2025 Pay Increases Offset by $800K in One-Time Awards in 2024, Suggest Questionable Pay-Performance Alignment 1 3 5 3% increase in Base 21.8% increase in 4.8% decline in Salary from $1M Annual Bonus Total Pay YoY Non-Equity Restricted Option
Slide 86: CEO reiterated CapEx estimates for the Transformation Plan
CEO Julie Masino consistently reiterated CapEx estimates for the Transformation Plan "For the three-year period, we anticipate total capital expenditures of $600 million to $700 million. This comprises the following amounts per year: approximately $160 million to $180 million in fiscal 2025, approxi
Slide 87: Cracker Barrel poor performance compared to Texas Roadhouse
Cracker Barrel poor performance compared to Texas Roadhouse A $100 invested in Texas Roadhouse 10-years ago would be Indexed Guest Traffic Growth worth $577 today. It would be worth $39 only if invested in Cracker Barrel 143.5 76.7 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Source:
Slide 88: Texas Roadhouse grew AUV while Cracker Barrel's stagnated
Texas Roadhouse significantly grew its AUV while Cracker Barrel’s AUV remained largely stagnant Average Unit Volume (AUV) Cracker Barrel Texas Roadhouse $8.65 $8.49 $7.64 $6.94 $6.36 $5.55 $5.21 $5.19 $5.16 $5.10 $4.97 $4.85 $4.81 $4.66 $4.66 $4.65 $4.58 $4.58 $4.56 $4.49 $4.35 $4.29 $4.26 $4.23 $4.
Cracker Barrel OLD Country Store — Proxy Contest (October 2025) on 6ix