Cracker Barrel dishes up the comp…

Walk into a Cracker Barrel and you may feel like you’ve traveled back in time. Cracker Barrel Old Country Store, Inc. (CBRL) creates that nostalgic feeling by selling sturdy wooden rocking chairs, retro toys, and old-fashioned candies such as Valomilks. Personally, we go for the reasonably-priced comfort food, which is consistently good.

Judging from the proxy that Cracker Barrel filed October 18, though, its executives aren’t into nostalgia nearly as much as the company’s customers are. In fact, one might say that their compensation is impressive, even by 21st century standards.

Consider Chairman and CEO Michael Woodhouse’s total compensation package, for example. In FY 2010, he drew a base salary of $1 million. He got stock awards of $1,367,825, option awards of $1,286,522, and non-equity incentive plan comp of $2.5 million. Add in a bit of “Other” comp, and his total compensation added up to $6,183,455. (That’s actually $2.91 million lower than last year, mainly because last year’s stock awards were much higher.)

The base compensation for the other NEOs, which ranged from $347,256 to $500,000 in FY 2010, combined with stock, options, and bonuses, ended up giving them total compensation packages between $1.13 million and $2.57 million. Most of that money came from the non-equity incentive plan bonus awards (a/k/a cash bonuses).

The proxy explained that if Cracker Barrel’s operating income “met or exceeded $90 million,” then the executive officers were eligible to receive a bonus of 200% of their respective targets. In fact, though, Cracker Barrel’s operating income for FY 2010 was $164.7 million – approximately 83% higher than its target goal.

We couldn’t help but wonder how this year’s 200% bonuses compared to last year’s awards, so we dug up the proxy filed October 22, 2009. We found this curious section on pages 17-18:

“The performance matrix established for the annual bonus plan for 2009 required, in order for executive officers to receive any bonus, that our 2009 adjusted operating income exceed 85% of plan, which was $136,335,000. Our 2009 adjusted operating income was $144,424,000, resulting in the Named Executive Officers receiving 60.24% of their target bonus.”

So this year’s target was actually substantially lower than last year’s; and if you lower the target, that makes the increased revenues look even better than they already do.

Other parts of the proxy deserve praise, though. Just as we noted in 2007, Cracker Barrel still has the section (on page 21) explaining that NEOs “…do not have use of a Company vehicle;… may not schedule the Company aircraft for personal travel;… do not have a defined benefit pension plan or SERP;… and do not [get] a number of perquisites that are provided by other companies, such as club memberships, drivers, or financial and legal planning.”

At least those policies seem a little more consistent with the image of the company, which started in Tennessee some 41 years ago.

Image source: Cracker Barrel


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