Cracker Barrel Announces CEO Transition; David Deno to Succeed Masino

What Happened
Cracker Barrel Old Country Store, Inc. announced a CEO transition: Julie Masino will step down as President and Chief Executive Officer effective August 10, 2026, and will resign from the Board on that date. Masino will remain employed through October 9, 2026 to assist the transition and then depart. David Deno (age 69), former CEO of Bloomin’ Brands, will assume the role of President and Chief Executive Officer and join the Board effective August 10, 2026. The company filed an Employment Agreement with Deno on July 26, 2026 and a Transition Agreement with Masino; a press release was filed as Exhibit 99.1.

Key Details

• Deno compensation: $1,000,000 annual base salary, initial target annual bonus of 125% of base (not eligible for 2026), and an initial long‑term incentive target equal to 360% of base salary.
• Sign‑on award: time‑vesting RSUs with $200,000 grant‑date fair value and stock options with $200,000 grant‑date fair value; vest in full on the third anniversary (immediate vesting if terminated without Cause or resigns for Good Reason).
• Severance: If terminated without Cause or resigns for Good Reason (non‑change in control), Deno is entitled to 2× (base + target bonus), prorated bonus, and COBRA health‑benefit payments for 24 months; enhanced severance and accelerated equity vesting apply if termination occurs within two years after a Change in Control.
• Masino’s Transition Agreement provides separation payments and equity treatment substantially consistent with termination without Cause under her existing employment agreement. The filing states Masino’s resignation is not due to any disagreement with the company.

Why It Matters
A CEO change is a material leadership event that can affect strategy, execution and investor expectations. The Employment Agreement shows Cracker Barrel has offered substantial pay and protection to recruit an experienced restaurant‑industry executive, which could create near‑term compensation expense and future equity dilution depending on vesting and severance events. The staged transition (Masino staying until Oct 9 to assist) and the official press release aim to provide continuity and communication to stakeholders.