Changes in 2012 for Cracker Barrel’s legal eagle…

December 28, 2011

Add N.B. Forrest Shoaf to the long list of executives who are declaring “Out with the old… In with the new” at the end of this week.

Shoaf, the Senior Vice President, Chief Legal Officer and Secretary of Cracker Barrel Old Country Store, Inc. (CBRL), advised his employer on December 19 that he planned to retire December 31, according to an 8-K12B that the company filed late on Friday, December 23.

Shoaf joined Cracker Barrel in April, 2005, according to the September, 2011 10-K, and in addition to his regular job, he also filled in as Interim CFO a couple of times until a new CFO could be hired. Shoaf is at least 61 (per the 10-K), and the October, 2011 PRER 14A declared him to be “Retirement Eligible.”

However, he apparently didn’t give much notice before he announced his plan to retire, and we found ourselves wondering if a 2011 end-of-year retirement looked sweet compared to the unenviable prospect of continued sparring with Sardar Biglari (of Biglari Holdings, Inc.), who has waged an incessant, very public, and paper-intensive proxy fight to grab a seat on Cracker Barrel’s board. (In fact, we wrote about the topic less than two weeks ago, in this post; the proxy fight has also been reported occasionally elsewhere, such as in this article from Reuters.)

But, as we see so often with departing executives, Shoaf isn’t really saying goodbye. Instead, he signed an agreement to work as a consultant for Cracker Barrel. The agreement itself wasn’t attached to the filing, but – thanks to the company’s summary – we know that Shoaf will work as a consultant from January 1, 2012 through March 31, 2013. During that 15-month period, Shoaf will continue to make $435,204 a year, and “certain equity awards” (the filing doesn’t specify how many, or which ones) will continue to vest during the consulting term. Shoaf will also get continued health and life insurance benefits until the consulting gig ends.

The regulatory filing further states that Shoaf remains “entitled” (don’t they mean “eligible”?) to receive “a pro rata portion of any bonus earned under the… 2012 performance-based annual bonus plan.” If the past is any indication, that can add up to a rather nice amount. In FY 2011, the compensation committee gave Shoaf a bonus of $278,596, as well as stock awards worth nearly $812,000.

Shoaf will be bound by some of his prior obligations, of course; he won’t be able to compete with the company, or solicit employees, and he’ll have to keep the company’s secrets. But overall, this looks like a really cushy arrangement to us. He will provide unspecified consulting services, and it’s at least possible that any future Biglari-induced headaches will be a problem for the new Chief Legal Officer, and not so much for Shoaf himself.

Image source: Happy New Year 2012 via Shutterstock

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At footnotedPro, we’re watching for unpleasant disclosures that companies are trying to sneak in under the wire before the end of 2011. For more information or to inquire about a trial subscription, email us at pro@footnoted.com.

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