Cracker Barrel unveiled a glossy new emblem this summer season. Stripped of its folksy Uncle Herschel mascot—a denim-clad previous man perched on a chair beside a barrel—the marque was changed with a pared-down silhouette of a stylized barrel and the restaurant’s title in a simplified, fashionable typeface. It was the product of a $700 million push meant to refresh the Southern-themed chain for a brand new technology.
Oddly, it additionally attracted the fury of fellow eating chain Steak ‘n Shake.
In a collection of posts on X, Steak ‘n Shake’s official account issued requires Cracker Barrel CEO Julie Felss Masino to be fired. It mocked the rebrand, and posted photos of pink MAGA-style hats that learn “Fire Cracker Barrel CEO” and “Biglari was right about everything.”
“Biglari” is a reference to activist investor (and Steak ‘n Shake owner) Sardar Biglari, who owns a $54.5 million stake in Cracker Barrel. He made a 120-page presentation to Cracker Barrel shareholders in 2024. His manifesto decried the Southern dining chain’s pricey rebranding try as “obvious folly.” He pushed for board seats—he wished to be chairman—and lampooned administration’s “corporate myopia.” (Regardless of Biglari’s warnings, the board sided with Masino’s resolution to modernize the model.)
The redesigned Cracker Barrel emblem that the corporate was instantly compelled to ditch.
Photograph Illustration by Avishek Das/SOPA Photographs/LightRocket by way of Getty Photographs
Inside days of Cracker Barrel’s resolution to ditch Uncle Herschel, the corporate’s market cap had shed $143 million, 15% of its worth, forcing it to reinstate its previous branding and pause plans to transform Cracker Barrel places. However for Biglari, one of many chain’s largest traders, the rollback merely stoked the flames of his 14-year insurgency in opposition to the corporate.
The truth is, Bigalri has launched at the very least seven proxy battles on the firm, most of which have been unsuccessful. Cracker Barrel has beforehand dismissed Biglari’s motives as self-interested, accusing him of being an “activist shareholder” with a disruptive agenda, a fame Biglari himself has cultivated all through his storied profession.
A style for battle
Biglari was born in Tehran in 1977. His father, a former navy officer, was imprisoned following the Iranian revolution till his mom was capable of negotiate his launch with jail guards, in keeping with reporting by the New York Instances. The Biglari household then emigrated to america, settling in Texas in 1984, the place they opened and operated a rug retailer. Biglari now resides in San Antonio, Texas.
In 1996, as a freshman at Trinity College in Hartford, Connecticut, Biglari bought his first style of operating a enterprise when—within the early days of the dot-com growth—he and a good friend began a dial-up web service supplier referred to as INTX Networking, after elevating $15,000. The duo offered the enterprise in 1999 for an undisclosed quantity to Web America, reportedly as a result of considerations concerning the tech bubble and the emergence of broadband applied sciences like cable and digital subscriber traces.
By this time, Biglari had turn out to be a fan of Warren Buffett, with whom he shares a birthday (August 30). Like Buffett, lots of Biglari’s pursuits revolve round traditional American manufacturers that have been uncared for by their earlier homeowners. “We view Biglari Holdings as a museum of businesses,” he wrote in a 2023 letter to shareholders. “The art we practice is that of collecting and building businesses.”
The Cracker Barrel emblem exterior of one among its eating places in Muncy, Pennsylvania.
Photograph by Paul Weaver/SOPA Photographs/LightRocket by way of Getty Photographs
After commencement, Biglari used the proceeds of the INTX sale to start out a hedge fund, the Lion Fund, which might turn out to be his entry level into company warfare. It’s not clear how large a warchest Lioin wields, however by 2005 the fund purchased a stake in a small steakhouse chain primarily based in Roanoke, Virginia, referred to as “Western Sizzlin.” As Biglari collected extra shares, he started arguing the enterprise was mismanaged and undervalued, and finally turned chairman of the board, in 2006. On the time, Western Sizzlin had lengthy been in a interval of decline, having filed for chapter in 1992. The chain, nevertheless, was exhibiting some indicators of restoration beneath then-CEO James Verney.
Biglari went on to amass and restructure Western Sizzlin by taking a web page out of Warren Buffett’s e book and making a holding firm that divided the chain into particular person subsidiaries, every of which was handled as a separate enterprise. Money from every subsidiary was then redirected to essentially the most useful funding inside the holding firm. The reorganization bought clear outcomes, with income rising from beneath $1 million yearly, pre-acquisition, to roughly $2.4 million by 2011. Rising income occurred regardless of the variety of open Western Sizzlin places declining, going from 144 in 2005 to 94 in 2011.
“He’s whip smart. He’s very good at articulating his problems with corporate governance,” Jim Gillies, an analyst and advisor on the Motley Idiot and longtime follower of Biglari, informed Fortune. This capacity to determine and deal with key operational points, he mentioned, has contributed to Biglari’s enterprise wins.
Having seen success in his funding technique, Biglari turned his consideration in the direction of ice-cream chain Pleasant’s, the place he accused the corporate’s management of losing cash and selling a “self-interested culture.” He argued that Pleasant’s money move had usually been damaging since its public providing in 1997, which he attributed to the corporate’s “enormous” debt, totalling $131 million. Biglari additionally centered on alleged mismanagement by Pleasant’s then-CEO and board, whom he accused of neglecting their fiduciary obligations to shareholders to line their very own pockets and ignoring conflicts of pursuits associated to the CEO’s exterior enterprise ventures, particularly his important stake in one other restaurant firm. To up the stress in his pursuit of two Pleasant’s board seats, he rented billboards close to the chain’s headquarters directing passersby to an internet site, “Enhance Friendly’s,” that detailed his plans for the enterprise.
Though Biglari was unsuccessful in his campaign for management of Pleasant’s, he cashed out his 15% possession of the chain when it was acquired by a non-public fairness agency in 2007 for $337 million, equal to $15.50 per share, a 30% premium over its prior value.
Biglari’s unconventional ways led to one of many ice-cream chain’s founders, Curtis Blake, calling him a “corporate raider.” This characterization has since prompted comparisons to famed interventionist Carl Icahn.
“He’s not a guy who’s afraid of picking a fight,” Zeke Ashton, managing accomplice of Centaur Capital Companions, which owns shares in Biglari Holdings, as soon as informed DealBook.
Regardless of his confrontational fame, Biglari notably avoids media protection and has not lately participated in interviews. He declined to remark when reached by Fortune. As an alternative, the Iranian investor’s public relations modus operandi consists of strongly worded letters to shareholders, SEC filings, provocative on-line campaigns, and, most not too long ago, memes.
Probably the most profitable deployment of those strategies was his takeover of Steak ‘n Shake, in 2008. At the time, the chain was near insolvency, losing approximately $100,000 per day with only $1.6 million in cash against $27 million in debt. Biglari, who had purchased a 7% stake in the chain in 2007, became the company’s third-largest shareholder, proudly owning extra shares than all of Steak ‘n Shake’s then government officers and administrators mixed.
Then, he replicated his Pleasant’s technique, shopping for “Improve Steak ‘n Shake” billboards around the chain’s Indianapolis headquarters and railing in opposition to the chain’s years of economic decline to advocate for 2 board seats. In the course of the 2008 monetary disaster, Biglari seized on shareholder anger and financial uncertainty. He gained a proxy contest with greater than 70% of shareholder votes for 2 board seats, ousting then chairman Alan Gilman and former CEO James Williamson Jr. By August of that 12 months, following a short interval of board infighting, Biglari was made CEO.
Biglari’s imaginative and prescient for Steak ‘n Shake was to revitalize the ailing brand by implementing tighter cost controls, improved service, and a more entrepreneurial mindset. He sought to improve customer experience in the company’s 500 eating places in 19 states by including background music and eradicating harsh fluorescent lighting that he felt made company really feel uncomfortable.
Beneath Biglari’s management, Steak ‘n Shake’s financial efficiency rebounded, with the inventory value rising from round $5 when he turned CEO to just about $15 the next 12 months. In 2010, that quantity reached roughly $50, and Steak ‘n Shake Company officially changed its name to Biglari Holding. In just three years, the chain went from losing around $30.8 million (as of 2009) to a gain of $41.2 million in operating earnings by 2011. Strong financial performance continued for Steak ‘n Shake into 2016 as the brand became Biglari’s money cow, producing greater than $250 million in whole operational earnings and funding Biglari Holdings’ growth into different enterprise ventures.
Biglari’s Steak ‘n Shake victory led to the birth of Biglari Holdings. He pitched the rebranded Steak ‘n Shake Company to investors as the next Berkshire Hathaway. He even changed the company’s ticker to “BH” to echo Buffett’s agency. Biglari has 70% voting management over BH.
The stomach of Biglari Holdings
Whereas Biglari Holdings’ roots are in traditional American eating manufacturers, its investments are actually diversified. In 2014, as Steak ‘n Shake was thriving, Biglari bought the men’s journal Maxim for an estimated $12 million. His plan for the publication was to “build the business on multiple dimensions, thereby energizing our readership and viewership.” He formally took over because the journal’s editor-in-chief in 2016 and has since reportedly exercised full editorial management over the publication, together with the choice to endorse President Donald Trump within the 2024 presidential election and the inclusion of Biglari’s signature on each journal version. Maxim, beneath Biglari, has reported regular losses of roughly $37 million over the previous decade. He acknowledged in Biglari Holdings’ 2024 annual report that 2025 can be a “pivotal” 12 months for the journal as each subsidiary should be a “long-term supplier of cash.”
Biglari expanded aggressively from there. He acquired First Guard Insurance coverage Firm, a business trucking underwriter, in 2014. In 2020, he added Southern Pioneer Property & Casualty Insurance coverage Co. Then he went into oil and pure fuel, buying Southern Oil of Louisiana Inc. for $51.5 million in 2019 and 90% management of San Antonio-based Abraxas Petroleum for $80 million in 2022. He additionally, as of 2023, owns 402,000 shares of Ferrari with a market worth of $135 million.
However underperforming restaurant manufacturers stay a particular supply of fascination for Biglari. By July 2025 he had a 9.98% stake within the Jack within the Field burger chain. (The corporate adopted a “poison pill” protection to ward him off.) And he’s presently the biggest shareholder of the El Pollo Loco hen chain, proudly owning 15.5%.
The investments made Biglari a rich man. However that wealth was generated by self-serving conflicts of curiosity, his critics say, and—sarcastically—it has hobbled his capacity to maneuver in opposition to Cracker Barrel.
When governance meets Goliath
For greater than a decade, Biglari Holdings and Biglari himself have been suffering from accusations of mismanagement as a result of ballooning government pay, inventory volatility, and a licensing deal that doubtlessly benefits Biglari personally.
Between 2009 and 2015, Biglari took dwelling almost $76 million in compensation and bonuses, representing as a lot as 38% of Biglari Holdings’ working revenue in that interval. Till 2019, the pay bundle carried a cap of $10 million. That was quietly eliminated, permitting for a lot greater compensation relying on efficiency and acquisitions. His future web price is secured by a 2013 licensing deal through which Biglari licensed the “Biglari” title to Steak ‘n Shake and Biglari Holdings for 20 years. If faraway from his roles for something aside from malfeasance, or if the corporate have been offered, he can be entitled to 2.5% of gross sales for 5 years—a payout doubtlessly topping $100 million.
This deal bought Biglari listed within the “Corporate Governance Hall of Shame” by the investor publication 13D Monitor, in keeping with a duplicate seen by Fortune.
“Coming up in the first few years when he was gaining recognition, he very much sang from that hymnal of we’re all going to make money together. And then once he was in a position to put his thumb on the scale, he did,” Gillies mentioned.
These components have sparked a number of proxy fights and repeated requires reform from activist corporations like Groveland Capital. They’ve additionally derailed Biglari’s try to realize management of Cracker Barrel.
“The type of activism he conducts doesn’t really enrich corporate governance. It ingratiates himself more with shareholders and was easier to get away with years ago,” Ken Squire, founder and president of 13D Monitor, informed Fortune. “Now that activists have become much more responsible and much more mainstream, the ones who haven’t evolved are finding it harder to get anything done.”
All through Biglari’s quite a few makes an attempt to safe board seats on the chain, executives at Cracker Barrel have cited his government compensation as proof of his ailing intentions for the model. Others have pointed to Biglari’s apply of hanging his portrait in each Steak ‘n Shake location and the chain’s personal monetary struggles.
Steak ‘n Shake’s efficiency has been unstable over the previous 5 years. It was particularly affected by the COVID-19 pandemic, with durations of great losses adopted by a notable restoration in profitability pushed by cost-cutting and a transition to franchising. The chain has shrunk to 426 Steak ‘n Shake places as of 2024, from its peak of over 600.
Biglari—who as soon as referred to as himself “supremely insensitive to criticism”—is undeterred.
The case in opposition to Cracker Barrel
Biglari’s assault on Cracker Barrel started within the early 2010s when his fame was bolstered by Steak ‘n Shake’s turnaround. Between Might 2011 and December 2012, Biglari bought 4,737,794 shares of Cracker Barrel for $241.1 million. By 2012, he held almost 20% of Cracker Barrel’s excellent inventory. As with Steak ‘n Shake and Friendly’s, Biglari’s launched “EnhanceCrackerBarrel.com” as an investor-focused web site. He started publishing press releases and shareholder letters criticizing administration, and demanded board illustration and strategic adjustments.
A part of Cracker Barrel’s folksy appeal is a collection of rocking chairs on the entrance porch of each restaurant.
Photograph by Paul Weaver/SOPA Photographs/LightRocket by way of Getty Photographs
Biglari’s core calls for have been to cease opening new shops completely, get rid of the event crew to save cash, and focus completely on bettering current retailer operations fairly than growth. In his 2012 letter to shareholders, he criticized what he noticed as Cracker Barrel’s basic failures, arguing that regardless of having “one of the greatest restaurant concepts ever created,” the corporate suffered from poor execution and misguided growth methods.
Biglari was notably vital of the corporate’s store-level deterioration. In a single evaluation, he in contrast Cracker Barrel’s working revenue of $164.9 million with 357 shops in fiscal 1998 ($462,000 per retailer) to 2012’s working revenue of $181.3 million with 616 shops (solely $294,000 per retailer). This declining per-unit profitability turned a central theme in his critiques and proxy battles.
His first proxy battle for board illustration occurred in 2011. Regardless of receiving endorsement from Glass Lewis (one of many main proxy advisory corporations), Biglari obtained solely 6.5 million shareholder votes in comparison with 12 million for the incumbent director. This defeat was the closest he ever got here to victory over Cracker Barrel. Though it did reach triggering the substitute of then CEO Michael Woodhouse with Sandra Cochran, the next 12 months he launched one other marketing campaign, nominating himself and an ally, solely to obtain almost 1 million fewer votes.
In 2013, Biglari launched a brand new technique: demanding a particular $20 per share dividend that may have been price roughly $94.8 million to his holdings. To show the feasibility of this proposal, Biglari obtained a “highly confident letter” from Jefferies LLC confirming their capacity to rearrange as much as $800 million in debt financing to fund such a dividend. Nonetheless, this proposal, board nominations, obtained solely 5.9 million votes, with simply 1.2 million coming from sources aside from Biglari himself.
Biglari continued and didn’t safe seats on the Cracker Barrel board by 2017 when he started quietly promoting off shares. This strategic shift coincided with Cracker Barrel’s inventory efficiency bettering considerably, heading towards its eventual peak. Cracker Barrel’s inventory reached its all-time excessive of $183.29 on November 27, 2018—a exceptional 234% return from Biglari’s preliminary funding value.
In 2020, nevertheless, Biglari’s criticism of Cracker Barrel was reignited after the corporate’s $133 million funding in Punch Bowl Social, a bar and leisure idea, in 2019, failed through the pandemic. Cracker Barrel was compelled to put in writing off all the funding.
In a 2020 letter to shareholders, Biglari predicted the Punch Bowl funding would “go down as one of the worst business blunders in the annals of restaurant history.” The choice worn out 50% of the corporate’s pre-tax earnings from 2019, he claimed. Visitor site visitors had additionally fallen 18.6% from 2005 to 2019. (Declining visitor site visitors stays a constant pattern at Cracker Barrel.)
Utilizing this to gasoline an aggressive push for reform at Cracker Barrel, Biglari nominated his personal board candidate, arguing that “losing $137 million of shareholders’ money in eight months” was adequate motive so as to add “one board member with restaurant experience.” He additional argued that ought to Cracker Barrel deal with enhancing its core operations, it may unlock over $600 million in added annual income.
CEO Cochran’s response was equally forceful. She characterised Biglari’s monitor report as having a “lagging performance and problematic governance practices at his own company.” She particularly cited Steak ‘n Shake’s same-store gross sales decline of 6.9% and foot-traffic lower of 11.2% in 2019.
After greater than a decade of proxy battles, 2022 introduced a shocking truce when Cracker Barrel and Biglari entered right into a Nomination and Cooperation Settlement. Beneath the settlement, Cracker Barrel expanded its board from 10 to 11 members and appointed Jody Bilney, one among Biglari’s most popular nominees, as an impartial director. Bilney held important credentials, having served as chief advertising officer for Humana and chief model officer for Bloomin’ Manufacturers.
Contained in the Cracker Barrel Previous Nation Retailer in Mount Arlington, New Jersey on August 22, 2025.
Photograph by GREGORY WALTON/AFP by way of Getty Photographs
When the cooperation settlement expired, nevertheless, Biglari instantly returned to his previous methods, saying his intention to appoint 5 candidates to Cracker Barrel’s board. The 2024 battle centered on Cracker Barrel’s strategic transformation plan beneath new CEO Julie Masino, who had changed Sandra Cochran in 2023.
In his October 2024 shareholder letter, Biglari wrote: “Since 2019, the shareholders of Cracker Barrel have collectively lost over $2.9 billion in market value … Neither the appointment of Julie Felss Masino as the Company’s CEO nor her new transformation plan has restored shareholder value.”
The chain’s market worth fell by roughly $287 million, and the inventory value decreased by almost 20%, within the 14 months following Masino’s appointment. However aales efficiency on the firm confirmed gradual restoration. All of the whereas, Cracker Barrel’s CEO and board compensation rose sharply. CEO pay elevated from round $1 million in 2011 to greater than $7 million in 2025.
Biglari echoed his preliminary warning that November, saying that “If you had $100 in Cracker Barrel stock in January 2019, five years later it is worth about $30. Therefore, there is just $30 to go before the entire investment is lost.” He warned of “a significant risk of a 50% loss or more if we are not elected to the Board.”
Cracker Barrel shareholders as soon as once more rejected Biglari’s nominees. However the firm agreed so as to add Biglari’s decide of Michael Goodwin, former PetSmart CTO, to the board as a compromise.
A Cracker Barrel spokesperson defended the chain’s resolution to boost its government compensation packages, telling Fortune, “For the last several years the company has directly engaged with many of its largest shareholders to discuss a variety of topics, including executive compensation, and no shareholder ever expressed any disagreement or concern with the company’s executive compensation plans or practices. More broadly, Cracker Barrel’s shareholders have evidenced their support for the company’s executive compensation plans and practices by voting in favor of the company’s say-on-pay proposals each year by significant margins.”
Cracker Barrel’s monetary outlook stays unsavory. Chain site visitors has declined, down 2.7% in Q2 of 2025. Its inventory is down 9.6% year-to-date in 2025 in a market the place shares have risen 12% 12 months so far by mid September. The chain’s struggles, in keeping with Gillies, are a “spectacular” failure on the a part of Cracker Barrel administration.
Cracker Barrel, nevertheless, pointed to bettering income development in 2025 in an interview with Fortune. The corporate has reported 4 consecutive quarters of constructive restaurant gross sales development. Its income is up 1.5% 12 months so far and a couple of.84% year-over-year. (In 2024, the corporate’s income elevated by solely 0.8%) This development stays considerably beneath business averages. Cracker Barrel competitor IHOP reported an 11.9% improve in income in Q2 2025 from the identical interval in 2024.
“Through his campaigns, Mr. Biglari has made numerous false and misleading claims about Cracker Barrel, its Board and management,” a Cracker Barrel spokesperson informed Fortune. “We believe that Mr. Biglari’s unprecedented seven proxy solicitations against the Company in the past 14 years have been for purely self-interested reasons, and that his own actions and poor performance at Steak ‘n’ Shake and Western Sizzlin’ remain cautionary tales. We appreciate the support from our shareholders as they have consistently rejected his proposals and nominees by overwhelming margins each time.”
Biglari’s proxy battles stand as one of many longest and most contentious activist campaigns in restaurant business historical past. Regardless of the defeats, his funding in Cracker Barrel has been terribly worthwhile.
Biglari offered off a lot of his stake, starting in 2020, and now controls lower than 5% of Cracker Barrel. But his funding has generated almost $1 billion in whole positive aspects by dividends, inventory gross sales, and remaining holdings for Biglari.
“Cracker Barrel is painting Biglari as this short-term profiteer. It’s been 14 years. He’s still there,” Gillies mentioned.
