Cracker Barrel’s New CEO Gets the Same $1M Base as Masino

The same three numbers, three years apart

The board at Cracker Barrel did not reprice the top job. Deno’s agreement gives him an annualized base salary of $1,000,000, an annual bonus with an initial target of 125% of that base, and equity under the long term incentive program with an initial target award of 360% of base. Masino’s agreement, dated July 17, 2023, gave her an annualized base salary of $1,000,000, a bonus target of 125% and a long term incentive target of 360%. Three years, a national argument about the company’s logo and two profit years in the $40 million range moved none of them.

At target those figures come to $5,850,000 a year in both contracts, before the sign-on award, and the sign-on is where the deals part. Masino received a signing bonus of $150,000 in cash, payable on or about March 31, 2024 and repayable if she left early, plus a time-vesting restricted stock award with a grant date fair market value of $450,000 that vested in three equal installments. Deno receives restricted stock units worth $200,000 at grant and stock options worth $200,000 at grant, the whole award vesting in one piece on the third anniversary. The executive who has already run a public restaurant company is being welcomed with a third less than the one he replaces.

The cliff dated July 26, 2028

The agreement’s sharpest clause is a date. If Deno is terminated without cause or resigns with good reason on or before July 26, 2028, he forfeits all unvested equity awards other than the sign-on grant. After that date the terms invert: unvested options vest automatically, time-vesting awards stay payable at the end of their original vesting period, and performance awards are prorated for service and paid on actual results. The clock runs from the signing on July 26, 2026, not from his August 10 start, so the protection arrives 716 days after he walks in rather than a clean two years.

The rest of the exit package is conventional. A termination without cause or a resignation for good reason pays two times the sum of base salary and target bonus, a prorated bonus on actual performance, and a lump sum equal to 24 months of COBRA coverage. The same multiple applies within two years of a change in control, with equity accelerating at target instead of actual performance. Deno is bound by non-competition and non-solicitation restrictions during employment and for two years after it ends, and the company reimburses his move from St. Petersburg, Florida to the Nashville area.

What Masino hands over

Masino became chief executive on November 1, 2023 after joining as chief executive elect that August. August 10 will be day 1,013. Cracker Barrel’s own annual reports show what happened to the earnings line across that span: net income was a record $254.5 million in fiscal 2021, then $131.9 million, $99.1 million, $40.9 million in fiscal 2024 and $46.4 million in fiscal 2025. The fiscal year ends July 31, so fiscal 2026 closes this Friday and Deno arrives ten days into fiscal 2027. The filing says he is not eligible for an annual bonus for fiscal 2026, which confirms his first full scorecard is a year that has not started.

Her own terms are described rather than itemized. The transition agreement entitles her to separation payments, benefits and equity treatment substantially consistent with what the company had already said she would receive on a termination without cause under her 2023 agreement. Her board resignation, the filing states, is not the result of any disagreement with the company. Independent chairman Carl Berquist credited a “robust and thoughtful search process” in the press release attached to the filing, which puts the chain at roughly 660 company-owned stores in 43 states.

What to watch

1. The grant itself. Deno’s sign-on units and options are described by dollar value, not share count, so the Form 4 filed after August 10 is the first document to show how many shares $400,000 actually bought, and at what strike.

2. The proxy math. The next proxy statement has to put a dollar figure on Masino’s without-cause treatment and on Deno’s first year at target, which is where the $5,850,000 formula becomes a number.

3. The 2028 date. A forfeiture cliff two years out is a retention device, and it is now a public one. Any change to that date in a later amendment, or an arrival of Bloomin’ Brands or Krispy Kreme colleagues in Lebanon, Tennessee, says how firmly the board expects year two to go.