Cracker Barrel (Nasdaq: CBRL) taps David Deno as next CEO in August 2026
Rhea-AI Filing Summary
Cracker Barrel Old Country Store, Inc. appointed David Deno as its next President and Chief Executive Officer and as a Board member, effective August 10, 2026, following a succession planning and search process. He succeeds Julie Masino, who will step down as CEO and director on that date.
Masino will remain employed in an advisory capacity through October 9, 2026, supported by a transition agreement that provides separation payments and equity treatment consistent with a termination without cause under her existing employment agreement. Deno’s employment agreement sets a $1,000,000 base salary, an annual bonus target of 125% of base salary (no bonus eligibility for fiscal 2026), and a long‑term equity incentive target of 360% of base salary.
Deno will receive a one‑time sign‑on package of $200,000 in time‑vesting restricted stock units and $200,000 in stock options, vesting after three years or earlier upon certain terminations. The agreement includes relocation and commuting reimbursements, standard confidentiality, non‑competition and non‑solicitation covenants, and specified severance protections, including enhanced treatment upon qualifying termination after a Change in Control.
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Filing Explained
Before August 10, 2026, Deno’s CEO and board roles remain pending; his agreement commits annual renomination and sets conditional equity treatment.
The July 27 filing records that David Deno signed an employment agreement to become CEO and a director on
The agreement says Deno will be re-nominated to the board at each annual shareholder meeting while he remains CEO, creating an ongoing board-appointment commitment rather than only a one-time appointment.
Its termination provisions make equity treatment conditional: a termination without Cause or resignation with Good Reason immediately vests the two
8-K Event Classification
Key Figures
Key Terms
restricted stock units financial
clawback policies financial
Change in Control financial
non-competition financial
Good Reason financial
separation payments financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
Who is becoming the new CEO of Cracker Barrel (CBRL) and when does he start?
What happens to current CEO Julie Masino under Cracker Barrel (CBRL)’s transition plan?
What are the key compensation terms for new Cracker Barrel (CBRL) CEO David Deno?
What special equity sign-on awards will David Deno receive from Cracker Barrel (CBRL)?
Does the Cracker Barrel (CBRL) CEO contract include Change in Control protections?
Will new CEO David Deno receive relocation support from Cracker Barrel (CBRL)?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
CEO Transition
On July 27, 2026, Cracker Barrel Old Country Store, Inc. (the “Company”) announced a CEO transition plan in which Julie Masino, the Company’s President and Chief Executive Officer, will step down from that role effective August 10, 2026 (the “Effective Date”), when David Deno, will assume the role of President and Chief Executive Officer and will join the Company’s Board of Directors (the “Board”). Ms. Masino will resign from the Board on the Effective Date contemporaneously with stepping down from the role of President and Chief Executive Officer, but will remain an employee of the Company until October 9, 2026 to assist with the leadership transition to Mr. Deno, after which time she will depart the Company. Ms. Masino’s resignation from the Board is not the result of any disagreement with the Company.
Mr. Deno, age 69, is the former Chief Executive Officer of Bloomin’ Brands, Inc. (NASDAQ: BLMN, “Bloomin’ Brands”), a position he held from April 2019 to September 2024. Prior to being named CEO, Mr. Deno served as the Chief Financial and Administrative Officer of Bloomin’ Brands from 2012 to 2019. Mr. Deno joined Bloomin’ Brands from Best Buy where he served as President of Asia and Chief Financial Officer for the International Division from 2009 to 2012. Mr. Deno also spent 15 years in senior-level operations and financial positions at Yum! Brands, Inc. and Pizza Hut (during its ownership by PepsiCo), including serving as the Chief Financial Officer and Chief Operating Officer of Yum! Brands and as CFO of Pizza Hut. He began his career in the restaurant industry at Burger King Corporation. Mr. Deno currently serves on the Board of Directors of Krispy Kreme, Inc. and Panera Brands, and previously served as a member of the boards of directors of Bloomin’ Brands and Peet’s Coffee, Inc.
Mr. Deno has no family relationships that would require disclosure under Item 401(d) of Regulation S-K in this Current Report on Form 8-K, and, except as otherwise described in this Current Report on Form 8-K, he is not a party to any material plan, contract or arrangement with the Company. Mr. Deno neither is a party to nor has any direct or indirect material interest in any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K in this Current Report on Form 8-K.
Deno Employment Agreement
On July 26, 2026, in connection with Mr. Deno’s appointment as President and Chief Executive Officer commencing on the Effective Date, Mr. Deno entered into an Employment Agreement (the “Employment Agreement”) with the Company. The Employment Agreement provides that Mr. Deno will serve as the Company’s President and Chief Executive Officer from and after the Effective Date. The Employment Agreement further provides that Mr. Deno will be appointed to the Board as of the Effective Date and will be re-nominated by the Board for election at each annual meeting of the Company’s shareholders thereafter during his employment as Chief Executive Officer.
Under the terms of the Employment Agreement, Mr. Deno will receive an annualized base salary of $1,000,000 (the “Base Salary”) and an annual bonus with an initial target of 125% of Base Salary (Mr. Deno will not be eligible for an annual bonus for fiscal year 2026). Mr. Deno will also be eligible to receive equity awards under the Company’s long term incentive program, with an initial target award of 360% of Base Salary. The Employment Agreement provides that all incentive compensation awards to Mr. Deno will be subject to the Company’s clawback policies with respect to incentive compensation, as applicable from time to time. In addition, Mr. Deno will receive a one-time sign-on award comprised of a time-vesting grant of restricted stock units, having a grant date fair market value of $200,000 and a grant of stock options, having a grant date fair market value of $200,000 (the “Sign-On Award”). The Sign-On Award will vest in full on the third anniversary of the grant date, subject to Mr. Deno’s continued employment with the Company through the vesting date. The Sign-On Award will immediately vest in full if Mr. Deno is terminated without Cause or resigns with Good Reason (as each term is defined in the Employment Agreement).
Mr. Deno will also receive reimbursement for expenses in connection with his relocation from St. Petersburg, Florida to the Nashville, Tennessee metropolitan area as set forth in the Employment Agreement, and prior to such relocation, will receive reimbursement of travel-related expenses to commute to and from the Nashville metropolitan area for a period of up to six months following his start date.
In the event that Mr. Deno’s employment is terminated by the Company with Cause (as defined in the Employment Agreement) or by Mr. Deno without Good Reason (as defined in the Employment Agreement), the Employment Agreement provides the Company shall pay to Mr. Deno accrued but unpaid Base Salary, any compensation previously deferred, accrued but unpaid vacation and reimbursements, any accrued but unpaid cash incentive compensation earned in respect of a prior fiscal year, and other accrued amounts or benefits (the “Accrued Amounts”), and Mr. Deno will forfeit any unearned cash incentive awards and outstanding equity awards that are unvested at the time of such termination.
If Mr. Deno’s employment is terminated by the Company without Cause or by Mr. Deno with Good Reason, the Employment Agreement provides that, in addition to the Accrued Amounts, Mr. Deno will be entitled to:
| · | an amount equal to two (2) times the sum of the Base Salary as in effect on the date Mr. Deno’s employment is terminated and Mr. Deno’s annual cash target-level incentive bonus; |
| · | a prorated portion of Mr. Deno’s annual cash incentive bonus for the fiscal year in which such termination occurs, based on the number of calendar days elapsed prior to such termination and the Company’s actual performance for such fiscal year; and |
| · | a lump-sum payment in an amount equal to the costs of continued health benefits under COBRA for a period of 24 months. |
In addition, if Mr. Deno’s employment is terminated by the Company without Cause (other than due to death or disability) or by Mr. Deno with Good Reason on or before July 26, 2028, Mr. Deno will forfeit all unvested equity awards (other than the Sign-On Award), and if terminated after July 26, 2028, Mr. Deno’s unvested stock options will automatically vest as of the time of such termination, time-vesting equity awards will be fully payable upon conclusion of the original vesting period and unvested performance awards shall be prorated for service and payable upon conclusion of the applicable performance period based on actual performance.
If Mr. Deno’s employment is terminated by the Company without Cause or by Mr. Deno with Good Reason within the two-year period following a Change in Control (as defined in the Employment Agreement), the Employment Agreement provides that, in addition to the Accrued Amounts, Mr. Deno will be entitled to:
| · | a lump-sum payment in an amount equal to two (2) times the sum of the Base Salary as in effect on the date Mr. Deno’s employment is terminated and Mr. Deno’s annual cash target-level incentive bonus; |
| · | a prorated portion of Mr. Deno’s annual cash incentive bonus for the fiscal year in which such termination occurs, based on the number of calendar days elapsed prior to such termination; |
| · | accelerated vesting of all equity awards, with performance-based awards determined as if target-level performance was achieved by the Company as of the date of termination; and |
| · | a lump-sum payment in an amount equal to the costs of continued health benefits under COBRA on a monthly basis for a period of 24 months. |
The Employment Agreement imposes confidentiality obligations and provides that Mr. Deno will be subject to non-competition and non-solicitation restrictions during his employment and for a period of two years following the termination of his employment. A copy of the Employment Agreement is included as Exhibit 10.1 to this Current Report on Form 8-K. The description of the Employment Agreement included in this Current Report on Form 8-K is a summary, is not complete and is qualified in its entirety by reference to the terms of the Employment Agreement filed as Exhibit 10.1 hereto.
Masino Transition Agreement
In connection with Ms. Masino’s departure from the Company, Ms. Masino entered into a Transition Agreement (the “Transition Agreement”) with the Company. The Transition Agreement provides that Ms. Masino will be entitled to separation payments and related benefits and treatment of her outstanding unvested equity awards that are substantially consistent with those previously disclosed to be received by her in connection with a termination by the Company without Cause (as defined therein) pursuant to the terms of her existing Employment Agreement with the Company, dated as of July 17, 2023.
A copy of the Transition Agreement is included as Exhibit 10.2 to this Current Report on Form 8-K. The description of the Transition Agreement included in this Current Report on Form 8-K is a summary, is not complete and is qualified in its entirety by reference to the terms of the Transition Agreement filed as Exhibit 10.2 hereto.
Item 7.01. Regulation FD Disclosure.
On July 27, 2026, the Company issued a press release announcing the leadership transition of the Company. A copy of such press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. | |||
| Exhibit No. |
Description | |||
| 10.1 | Employment Agreement dated as of July 26, 2026, between the Company and David Deno. | |||
| 10.2 | Transition Agreement dated as of July 26, 2026, between the Company and Julie Masino. | |||
| 99.1 | Press Release issued by Cracker Barrel Old Country Store, Inc. dated July 27, 2026. | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Date: July 27, 2026 | CRACKER BARREL OLD COUNTRY STORE, INC. | |
| By: | /s/ Jennifer Lankford | |
| Name: | Jennifer Lankford | |
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |
Exhibit 99.1
| Investor Contact: | Adam Hanan |
| (615) 443-9887 | |
| Media Contact: | Heidi Pearce |
| (615) 235-4135 |
Cracker Barrel Announces CEO Succession
David Deno Appointed Next CEO, Effective August 10, 2026
Julie Masino to Step Down as CEO and Director; Will Remain in Advisory Capacity through October 9, 2026
LEBANON, Tenn., July 27, 2026 -- Cracker Barrel Old Country Store, Inc. (“Cracker Barrel” or the “Company”) (Nasdaq: CBRL) today announced that, following a comprehensive succession planning and search process, David Deno has been appointed to serve as the Company’s next Chief Executive Officer and will join the Board of Directors (the “Board”), both effective August 10, 2026. He succeeds Julie Masino, who will step down as Chief Executive Officer and a member of the Board effective as of the same date. Ms. Masino will remain with the Company in an advisory capacity until October 9, 2026 to support a smooth transition.
Independent Chairman of the Cracker Barrel Board Carl Berquist said, “Following a robust and thoughtful search process, we are pleased to welcome David as Cracker Barrel’s next CEO. He brings decades of experience across the restaurant and retail industries, with a strong track record of leading businesses through growth and a demonstrated commitment to operational excellence, guest experience, and team member engagement. We are confident David is the right leader to continue building on the Cracker Barrel legacy, drive further positive momentum operationally and financially, and create sustainable value for our shareholders.”
Mr. Deno commented, “Cracker Barrel is a truly iconic American brand, defined by its unique combination of warm country hospitality, timeless appeal, and deep connection with guests across generations. I am honored to lead the Cracker Barrel team and look forward to unlocking the full potential of this remarkable brand. Together, we will stay focused on delivering delicious food and exceptional experiences for our guests, while driving profitable growth.”
Mr. Berquist continued, “On behalf of the Board and the entire company, I want to thank Julie for her leadership and commitment to Cracker Barrel. We also appreciate her partnership to ensure a smooth leadership transition as we remain focused on the work underway to continue to serve our guests, support our employees, and execute our strategic priorities. We wish Julie all the best in her future endeavors.”
About David Deno
Mr. Deno is an accomplished restaurant and retail industry executive with more than four decades of experience and a strong track record of driving strategic execution, revitalized financial performance and profitable growth across leading brands. Most recently, he served as Chief Executive Officer of Bloomin’ Brands (Nasdaq: BLMN) from 2019 to 2024, where he strengthened its financial foundation and expanded its international presence. Prior to being named CEO, he served as Bloomin’ Brands Executive Vice President and Chief Financial Officer from 2012 to 2019, leading the company through its initial public offering. He joined Bloomin’ Brands from Best Buy where he served as President of Asia and Chief Financial Officer for the International Division. Mr. Deno also spent 15 years in senior-level operations and financial positions at Yum! Brands (NYSE: YUM) and Pizza Hut (prior to its ownership by Yum! Brands), including serving as Chief Financial Officer and Chief Operating Officer of Yum! Brands and as CFO of Pizza Hut. He began his career in the restaurant industry at Burger King Corporation. Mr. Deno currently serves on the Board of Directors of Krispy Kreme, Inc. and Panera Brands.
About Cracker Barrel Old Country Store®
Cracker Barrel Old Country Store, Inc. – rooted in a rich legacy of warmth, generosity, and tradition – is on a mission to bring the goodness of country hospitality to life. Since 1969, when the first store opened in Lebanon, Tenn., Cracker Barrel has been serving up abundant portions of craveable homestyle food and offering one-of-a-kind retail finds. With approximately 660 company-owned Cracker Barrel Old Country Store® locations in 43 states, the brand continues to honor its heritage while welcoming everyone with more than a meal. For more information, visit CrackerBarrel.com.
CBRL-F
Cautionary Note Regarding Forward-Looking Statements
This press release includes forward-looking statements concerning Cracker Barrel's expectations, anticipations, intentions, beliefs or strategies regarding its chief executive officer transition plan. These and similar statements regarding events or results that the Company expects will or may occur in the future are forward-looking statements concerning matters that involve risks, uncertainties and other factors which may cause the actual results and performance of the Company to differ materially from those expressed or implied by such forward-looking statements. All forward-looking information is provided pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of these risks, uncertainties and other factors. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "trends," "assumptions," "target," "guidance," "outlook," "opportunity," "future," "plans," "goals," "objectives," "expectations," "near-term," "long-term," "projection," "may," "will," "would," "could," "expect," "intend," "estimate," "anticipate," "believe," "potential," "regular," "should," "projects," "forecasts," or "continue" (or the negative or other derivatives of each of these terms) or similar terminology. Factors that could materially affect actual results include, but are not limited to risks and uncertainties associated with the Company’s management and leadership changes described in this press release and the Company’s ability to retain key personnel following the completion of these changes; inflationary conditions with respect to the price of commodities, ingredients, transportation, distribution and labor; disruptions to the Company’s restaurant or retail supply chain; effects of changes in international, national, regional and local economic and market conditions (such as the imposition of trade barriers or other changes in trade policy) on our business; the Company’s ability to manage retail inventory and merchandise mix; the Company’s ability to sustain or the effects of plans intended to improve operational or marketing execution and performance or liquidity; the impact of adverse or extreme weather events on sales and customer travel; the effects of increased competition at the Company’s locations on sales and on labor recruiting, cost, and retention; consumer behavior based on negative publicity or changes in consumer health or dietary trends or safety aspects of the Company’s food or products or those of the restaurant industry in general, including concerns about outbreaks of infectious disease; the effects of the Company’s indebtedness and associated restrictions on the Company’s financial and operating flexibility and ability to execute or pursue its operating plans and objectives; changes in interest rates, increases in borrowed capital or capital market conditions affecting the Company’s financing costs and ability to refinance its indebtedness, in whole or in part; the Company’s reliance on a single distribution facility and certain significant vendors, particularly for foreign-sourced retail products; information technology disruptions and data privacy and information security breaches, whether as a result of infrastructure failures, employee or vendor errors or actions of third parties; the Company’s compliance with privacy and data protection laws; changes in or implementation of additional governmental or regulatory rules, regulations and interpretations affecting tax, health and safety, animal welfare, pensions, insurance or other undeterminable areas; the actual results of pending, future or threatened litigation or governmental investigations; or the Company’s ability to manage the impact of negative social media attention and the costs and effects of negative publicity; the impact of activist shareholders; the Company’s ability to achieve aspirations, goals and projections related to its sustainability initiatives; the Company’s ability to enter successfully into new geographic markets that may be less familiar to it; changes in land, building materials and construction costs; the availability and cost of suitable sites for restaurant development and the Company’s ability to identify those sites; the ability of and cost to the Company to recruit, train, and retain qualified hourly and management employees; uncertain performance of acquired businesses, strategic investments and other initiatives that the Company may pursue from time to time; the effects of business trends on the outlook for individual restaurant locations and the effect on the carrying value of those locations; general or regional economic weakness, business and societal conditions; discretionary income or personal expenditure activity of the Company’s customers; implementation of new or changes in interpretation of existing accounting principles generally accepted in the United States of America ("GAAP"); and other factors described from time to time in the Company’s filings with the Securities and Exchange Commission, press releases, and other communications. Any forward-looking statement made by the Company herein, or elsewhere, speaks only as of the date on which made. The Company expressly disclaims any intent, obligation or undertaking to update or revise any forward-looking statements made herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.