Cracker Barrel board member Gilbert Dávila, a longtime DEI consultant, has resigned following a heated proxy battle over the company’s direction and leadership. The move follows a failed re-election bid during the company’s annual shareholder meeting, where a majority of shareholders supported changes to the board’s makeup.
Dávila joined Cracker Barrel’s board in 2020 and chaired its compensation committee. His departure reduces the board from ten members to nine. Shareholder pressure came largely from activist investor Sardar Biglari, who has repeatedly criticized the company’s leadership and strategic choices, including a $700 million plan to revamp Cracker Barrel’s logo, stores, and customer experience.
Biglari’s latest campaign focused on what he described as a disconnect between Cracker Barrel’s management and its customer base. He argued that recent decisions—including an attempted brand overhaul—undermined the company’s identity and weakened shareholder value. Two major proxy advisory firms, Institutional Shareholder Services and Glass Lewis, recommended voting against Dávila’s re-election, citing concerns over the board’s qualifications in key areas such as brand stewardship and risk oversight.
CEO Julie Felss Masino retained her board seat, despite also facing pressure from Biglari’s group. She became CEO in 2023 and has pushed for modernization efforts that have met with mixed reactions from customers and investors alike.
The proxy fight and resulting board shake-up reflect broader shareholder concerns about corporate priorities and governance. Companies with legacy brand appeal face growing scrutiny when shifting their public image, especially when such moves risk alienating long-term customers. Dávila’s exit appears to mark a recalibration by the board, aligning more closely with investor demands for a return to fundamentals.
