Two major proxy firms are urging shareholders to oust some Cracker Barrel board members, including a DEI marketing exec who took heat following the chain’s disastrous logo rebrand.
Institutional Shareholder Services and Glass Lewis said Monday that change is needed at the Southern dining chain after its restaurant remodels and new logo – which briefly axed the eateries’ well-known Uncle Herschel character – failed miserably, sending shares in the company down 45% so far this year.
Both firms advised investors to vote against the re-election of Gilbert Dávila, a DEI specialist, at the annual shareholder meeting on Nov. 20 – slamming his “faulty” board-level marketing expertise.
The proxy firms seemingly implied that Dávila – also one of Cracker Barrel’s top individual shareholders – played a significant role in the company’s rebranding.
“Dávila is highlighted in board materials as one of two marketing specialists among the independent directors. He is also a member of a standing board committee whose purview is to assess social and political risks to the company’s business,” ISS wrote in a note.
“As CEO, Masino’s responsibility for the logo controversy is no less than Dávila’s.”
Dávila has served as president and CEO of DMI Consulting, a DEI strategy firm, since 2010.
However, the proxy firms did not push for the removal of CEO Julie Felss Masino, who took over the chain in November 2023.
Ultimately, Masino backtracked on the new logo and restaurant renovations after facing extreme backlash from customers, social media users and even President Trump.
ISS said removing Masino would just create more chaos, though it warned further changes may be necessary if the company continues to struggle.
Activist investor Sardar Biglari, who also owns restaurant chain Steak ‘n Shake, has been pushing for the removal of both Masino and Dávila. He is currently leading his eighth proxy campaign targeting the company.
Those efforts have reportedly cost the company millions of dollars to defend, according to The Wall Street Journal.
“The Board, Ms. Masino and the senior leadership team are working diligently in the best interests of all shareholders to position the Company to return to the momentum and positive trajectory of fiscal 2025,” Cracker Barrel said in a letter to shareholders last month.
“In contrast, Mr. Biglari is amplifying false and misleading claims to further disrupt the business and destroy shareholder value for his own ends.”
Conservative activist Robby Starbuck, who boasts more than 850,000 followers on X, has also railed against Dávila.
“What qualified him for this board seat?” he said in a video online over the summer.
“Well, you see, he’s owned a DEI consulting and strategy firm for 15 years that focuses on pushing DEI and DEI advertising.”
Dávila’s firm did not immediately respond to The Post’s requests for comment.
Glass Lewis also advised shareholders to vote against board member Jody Bilney for adopting “arbitrary” and “regressive” bylaw amendments.
“Cracker Barrel’s overtly faulty board-level marketing and brand management expertise could clearly do with an immediate rework, and further consider the Company’s recent ‘collective punishment’ approach to corporate governance reform merits stout rejection here,” Glass Lewis said in a note.
Cracker Barrel updated its bylaws this year to prevent proxy campaigns that bring forward the same nominees after they fail to receive enough shareholder support.
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