Cracker Barrel Board Member Part Of Controversy Has Resigned

Cracker Barrel’s board of directors is down one member after a shakeup during its annual shareholder meeting on Thursday. The company announced that Gilbert Dávila, an independent director with a background in diversity, equity, and inclusion (DEI), has officially stepped down after shareholders voted to approve nine out of ten of the company’s nominated board members.

Dávila, who joined the board in 2020, had been under scrutiny in recent months, partly due to concerns raised by activist investor Sardar Biglari. Biglari has been vocal about what he sees as a disconnect between Cracker Barrel’s leadership and its core customer base. He led a campaign urging shareholders to vote against Dávila and CEO Julie Felss Masino, arguing that recent decisions by the board had hurt the brand both financially and reputationally.

While Masino retained her position and earned re-election, Dávila did not. Following the shareholder vote, he resigned, bringing the board count down to nine members. Cracker Barrel issued a statement thanking Dávila for his five years of service, highlighting his contributions to the company’s strategic planning and his leadership on the compensation committee.

Still, Dávila’s exit is being seen by many observers as at least a partial victory for Biglari, who has been a longtime critic of the company’s direction. In a letter to shareholders dated November 6, Biglari said his campaign was “about saving Cracker Barrel from a board and management team that are out of touch with Cracker Barrel’s customer base.”

He criticized the company’s performance, calling out failed acquisitions, underwhelming store openings, and what he described as a failed strategic transformation plan that invited market ridicule and hurt the company’s stock.

Two influential proxy advisory firms — Institutional Shareholder Services (ISS) and Glass Lewis — had advised shareholders to vote against Dávila. Both firms cited concerns with the company’s recent strategic decisions and questioned the effectiveness of the board under its current makeup. Glass Lewis also recommended a vote against Jody Bilney, who chairs the nominating and corporate governance committee.