Cracker Barrel (CBRL) Announces Departure of Sandra B. Cochran from Board

On February 22, 2024, Cracker Barrel (NASDAQ: CBRL) and the Company’s Executive Chair and former President and Chief Executive Officer, Sandra B. Cochran, mutually agreed to terminate the Employment Agreement dated July 17, 2023, between the Company and Ms. Cochran (the “Employment Agreement”) and to accelerate Ms. Cochran’s effective retirement date thereunder, both effective on February 22, 2024. Also effective on February 22, 2024, Ms. Cochran resigned from the Company’s Board of Directors (the “Board”), and the Board named Carl T. Berquist, the Board’s current Lead Independent Director, as the independent Chairman of the Board and decreased the size of the Board from eleven to ten members in accordance with the Company’s Second Amended
and Restated Bylaws and the Company’s Amended and Restated Charter.

The Board unanimously approved the early termination of the Employment Agreement and the acceleration of Ms. Cochran’s retirement after concluding that Ms. Cochran had successfully delivered all of the substantive benefits that the Board had intended when it structured Ms. Cochran’s succession and approved the Company’s entry into the Employment Agreement. Among other things, these benefits included the successful onboarding of and transition of Ms. Cochran’s responsibilities to her successor as President and Chief Executive Officer, Julie Masino; Ms. Cochran’s mentorship of Ms. Masino since Ms. Masino joined the Company; and Ms. Cochran’s contributions to Board transition, succession planning, and director recruitment efforts since assuming the Executive Chair role on November 1, 2023.

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