Form 4: Cracker Barrel HR Chief Receives Equity Awards

Cracker Barrel's SVP, Chief HR Officer, Donna Roberts, was granted 2,724 shares of common stock and 6,430 stock options as part of an annual long-term incentive plan.

Summary

• Donna Roberts, SVP, Chief HR Officer of Cracker Barrel Old Country Store, Inc. (CBRL), acquired 2,724 shares of common stock.
• These 2,724 shares represent an annual Long-Term Incentive (LTI) plan award of time-based Restricted Stock Units (RSUs) with a grant price of $0.00.
• The RSUs will vest ratably over three years in equal installments on September 30, 2026, September 30, 2027, and September 30, 2028.
• Roberts also acquired 6,430 stock options (Right to Buy) with an exercise price of $43.8 and a grant price of $0.00.
• These stock options are part of an annual LTI plan award and will vest ratably over three years in equal installments on September 30, 2026, September 30, 2027, and September 30, 2028.
• The stock options have an exercisable date of September 25, 2026, and an expiration date of September 25, 2035.
• Following these transactions, Donna Roberts beneficially owns 26,345 shares of common stock and 6,430 stock options.

Sentiment

Score: 7

Explanation: The grant of equity awards to a senior executive is a standard practice for long-term incentive and aligns management interests with shareholder value creation. This is generally viewed as a positive for corporate governance and executive motivation, without indicating any immediate operational or financial performance issues.

Positives

• The grant of equity awards to a senior executive aligns management's long-term interests with those of shareholders, promoting sustained value creation.
• The multi-year vesting schedule for both RSUs and stock options serves as a retention mechanism for key leadership.

Future Outlook

The equity awards, with their multi-year vesting schedule, are designed to incentivize long-term performance and retention of the SVP, Chief HR Officer, aligning her future contributions with shareholder value.

Industry Context

The grant of equity-based compensation, including RSUs and stock options, is a common practice across various industries, particularly in the restaurant and retail sectors, to attract, retain, and motivate senior executives by linking their compensation to company performance and stock appreciation.

Comparison to Industry Standards

• The structure of this long-term incentive award, comprising both time-based RSUs and stock options with a three-year ratable vesting schedule, is consistent with typical executive compensation practices observed in publicly traded companies within the restaurant and hospitality industry, such as Darden Restaurants (DRI) or Texas Roadhouse (TXRH).
• The use of a $0.00 grant price for RSUs is standard, reflecting their nature as direct share grants, while the stock option exercise price of $43.8 would typically be set at the market price on the grant date, a common benchmark for aligning incentives with future stock price growth.

Stakeholder Impact

• Shareholders: The equity awards align the interests of a key executive with shareholder value, potentially leading to better long-term performance.
• Employees: May signal stability in executive leadership and a commitment to long-term strategic goals.

Next Steps

• Vesting of 2,724 RSUs in three equal installments on September 30, 2026, September 30, 2027, and September 30, 2028.
• Vesting of 6,430 stock options in three equal installments on September 30, 2026, September 30, 2027, and September 30, 2028.
• Potential exercise of stock options by Donna Roberts starting September 25, 2026, until their expiration on September 25, 2035.

Key Dates

Keywords

Cracker Barrel, CBRL, Donna Roberts, SEC Form 4, Insider Transaction, Equity Award, RSU, Stock Options, Long-Term Incentive, Executive Compensation