Schedule 14A




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Table of Contents

Other Executive Compensation Policies and Guidelines

Stock Ownership Guidelines

We have stock ownership guidelines (the “Ownership Guidelines”) covering all executive officers, which are posted on our website at www.crackerbarrel.com . The Ownership Guidelines emanate from the Compensation Committee’s belief that executives and directors should accumulate a meaningful level of ownership in Company stock to align their interests with shareholders. The Ownership Guidelines are based on a multiple of base salary for executive officers and the total annual cash retainer for non-employee directors. The Chief Executive Officer’s guideline is five times base salary, the Chief Financial Officer’s guideline is three times base salary and any other executive officer’s guideline is two times base salary. No officer may sell or otherwise dispose of any shares until his or her aggregate ownership satisfies these requirements. Similarly, our non-employee directors are subject to a guideline of the greater of (i) 5,000 shares and (ii) five times the annual cash retainer paid to such non-employee director. Calculations to determine compliance with the Ownership Guidelines are made during the first quarter of each fiscal year, and are based upon (i) with respect to executive officers, each officer’s base salary applicable at the time of such calculation and (ii) the average closing price of the Company’s common stock, as reported by NASDAQ, for each trading day during the last 30 calendar days of the preceding fiscal year and the first 30 calendar days of the fiscal year in which the calculation is performed. For fiscal 2016, the Ownership Guidelines for our Named Executive Officers were as follows:

 

 

 

 

 

 

Executive Officer

  

Multiple of Base Salary

 

Sandra B. Cochran

  

 

5X

  

Jill Golder

  

 

3X

  

Nicholas V. Flanagan

  

 

2X

  

Beverly K. Carmichael

  

 

2X

  

Laura A. Daily

  

 

2X

  
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Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A




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