Cracker Barrel Names David Deno as New CEO, Announces Leadership Change Effective August 2026

David Deno’s Extensive Executive and Industry Experience

David Deno, 69, brings a wealth of leadership experience in the restaurant and consumer retail industries. He served as CEO of Bloomin' Brands, Inc. (NASDAQ:BLMN) from April 2019 to September 2024 and was Chief Financial and Administrative Officer there from 2012 to 2019, gaining deep insight into multi-concept restaurant operations.

Prior to Bloomin' Brands, Deno held leadership roles at Best Buy as President of Asia and CFO of the International Division (2009-2012). His earlier career spanned 15 years in senior operational and financial roles at Yum! Brands, Inc. and Pizza Hut during PepsiCo ownership, including CFO and COO positions. Deno began his career in the restaurant sector at Burger King Corporation. Currently, he serves on the boards of Krispy Kreme, Inc. and Panera Brands, and has previously served on the boards of Bloomin' Brands and Peet's Coffee, Inc.

Details of Deno’s Employment Agreement with Cracker Barrel

On July 26, 2026, Deno signed an Employment Agreement with Cracker Barrel effective upon his August 10, 2026 start date. The agreement includes a $1,000,000 annual base salary and an annual bonus target of 125% of base salary, though he will not be eligible for a 2026 bonus. He is also eligible for long-term equity awards with a target value of 360% of base salary.

The agreement features a $400,000 one-time sign-on award consisting of restricted stock units and stock options each valued at $200,000. This award vests fully on the third anniversary of the grant date, contingent on continued employment, with immediate vesting if Deno is terminated without Cause or resigns with Good Reason.

Transition and Relocation Support Provisions

Deno will relocate from St. Petersburg, Florida to the Nashville, Tennessee metropolitan area, where Cracker Barrel’s headquarters are located. The company will reimburse relocation expenses and cover travel costs for commuting to Nashville for up to six months post-start date during the transition.

The comprehensive compensation package, including salary, bonuses, equity awards, sign-on incentives, and relocation support, reflects Cracker Barrel’s commitment to securing an executive of Deno’s caliber. All incentive compensation is subject to the company’s clawback policies, ensuring alignment with shareholder interests and governance standards.

Termination Clauses and Severance Benefits

If terminated for Cause or if Deno resigns without Good Reason, he will receive accrued salary, deferred compensation, accrued vacation, reimbursements, prior year earned incentives, and other accrued benefits, but will forfeit unvested cash incentives and equity awards.

If terminated without Cause or if he resigns with Good Reason, Deno is entitled to severance equal to twice his base salary plus target bonus, a prorated bonus for the termination year, and a lump sum for 24 months of COBRA health benefits.

Equity Vesting Protections After Two-Year Milestone

The agreement includes a two-year cliff for unvested equity awards. If termination without Cause or resignation with Good Reason occurs on or before July 26, 2028, Deno forfeits unvested equity except the sign-on award. After that date, unvested stock options vest immediately, time-vesting awards pay out upon original vesting, and performance awards are prorated and paid based on actual results.

This milestone incentivizes Deno to remain through a critical transition period, recognizing the importance of stability during the initial two years of his tenure.

Change in Control Severance and Accelerated Equity Vesting

In the event of a Change in Control, if Deno is terminated without Cause or resigns with Good Reason within two years, he receives severance equal to two times his base salary plus target bonus, a prorated bonus, and accelerated vesting of all equity awards with performance awards deemed at target level.

This provision safeguards Deno’s equity value amid corporate transactions that may trigger executive turnover.

Julie Masino’s Departure and Transition Timeline

Julie Masino will step down as President and CEO on August 10, 2026, simultaneously resigning from the Board. She will remain employed until October 9, 2026, to assist with the leadership handover. The filing confirms her resignation is amicable and not due to any disagreement.

This two-month transition allows Masino to brief Deno on key initiatives and stakeholders, ensuring operational continuity and strategic focus during the leadership change.

Disclosure of Potential Conflicts and Business Relationships

The filing states that Deno has no family relationships requiring disclosure under Regulation S-K and is not party to any material contracts or transactions with Cracker Barrel beyond his compensation arrangements. This confirms no conflicts of interest or undisclosed financial ties that could affect his role.

Board Membership and Governance Role

David Deno will join Cracker Barrel’s Board of Directors effective August 10, 2026, with re-nomination planned at each annual shareholder meeting during his CEO tenure. His prior board experience with Krispy Kreme, Panera Brands, Bloomin' Brands, and Peet's Coffee equips him with strong governance expertise.

Deno’s appointment adds seasoned operational leadership and public company board governance experience to Cracker Barrel’s board.