# Executive Compensation Governance Data API - SEC Form DEF 14A > Database of executive compensation governance data from proxy statements filed on SEC Form DEF 14A, including say-on-pay support and board response, clawback policies, excise tax gross-ups, compensation consultants, peer groups, target pay percentiles, compensation risk assessments, stock ownership guidelines, option repricing, equity grant timing and perquisites. Source: https://sec-api.io/docs/executive-compensation-governance-form-def-14a-data-api The Executive Compensation Governance Data API provides the rules that public companies use to set and control executive pay. The data comes from proxy statements filed on SEC Form DEF 14A. A company files a proxy statement before its annual shareholder meeting. SEC rules require the proxy statement to explain how the company sets executive pay. This explanation is the Compensation Discussion and Analysis (CD&A). The proxy statement also informs shareholders about the compensation committee, its outside pay consultant and the risk review of the pay programs. From these sections, the API extracts the rules that protect shareholders from pay that is too high or that does not follow results. A company files the definitive proxy statement no later than the date on which it first sends the statement to shareholders. Many companies use the proxy statement to provide the executive pay information required by their annual report on Form 10-K. In this case, the company must file the proxy statement within 120 days after the end of its fiscal year. One proxy statement gives the pay rules for one fiscal year. A series of proxy statements shows how the rules of a company change over time. Data sample · Executive compensation governance | Filed at | Ticker | Company | Fiscal year | Say-on-pay (%) | Changes made | Clawback 10D-1 | Gross-up | Consultant | Conflict | Other fees | Peers | Target percentile | Risk | Repricing ban | MNPI grants | Perquisites | CIK | Accession no. | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 2026-10-07 | HLSQ | Tessera Defense & Homeland Security Inc. | 2025 | – | 0 | – | not_stated | – | – | – | – | – | not_stated | Yes | 0 | – | 1739174 | 0001213900-26-107281 | | 2026-10-07 | CPB | CAMPBELL'S Co | 2026 | 99 | 0 | Yes | prohibited | FW Cook | No | – | 24 | 50 / 50 | no_material_risk | Yes | 0 | $341,500.00 | 16732 | 0000016732-26-000031 | | 2026-10-06 | FSI | FLEXIBLE SOLUTIONS INTERNATIONAL INC | 2025 | – | 0 | – | not_stated | – | – | – | – | 50 | not_stated | – | 0 | – | 1069394 | 0001493152-26-046034 | | 2026-10-06 | ONCY | ONCOLYTICS BIOTECH INC | 2025 | – | 0 | – | not_stated | – | – | – | – | – | not_stated | – | 0 | – | 1129928 | 0001129928-26-000066 | | 2026-10-06 | CBRL | CRACKER BARREL OLD COUNTRY STORE, INC | 2026 | 79.5 | 0 | Yes | prohibited | Frederic W. Cook & Co. | No | – | 14 | 50 | no_material_risk | – | 6 | $29,700.00 | 1067294 | 0001104659-26-114062 | | 2026-10-06 | INTA | Intapp, Inc. | 2026 | 93.8 | 0 | Yes | not_stated | Alpine Rewards, LLC | No | – | 21 | – | not_stated | – | 0 | $12,458.00 | 1565687 | 0001140361-26-038804 | | 2026-10-06 | SNDK | Sandisk Corp | 2026 | – | 0 | Yes | prohibited | Pay Governance LLC | No | $0.00 | 17 | 50 | no_material_risk | Yes | 0 | $80,860.00 | 2023554 | 0001308179-26-000423 | | 2026-10-06 | LITE | Lumentum Holdings Inc. | 2026 | 88.3 | 0 | Yes | prohibited | Semler Brossy | No | – | 20 | – | no_material_risk | – | 0 | $600.00 | 1633978 | 0001308179-26-000420 | | 2026-10-06 | AVT | AVNET INC | 2026 | 92.5 | 0 | Yes | prohibited | Meridian Compensation Partners, LLC | No | – | 14 | 50 | no_material_risk | Yes | 0 | $152,147.00 | 8858 | 0001104659-26-114038 | | 2026-10-06 | PDEX | PRO DEX INC | 2026 | – | 0 | – | not_stated | – | – | – | – | – | no_material_risk | – | 0 | $15,883.00 | 788920 | 0001079973-26-001325 | The data is extracted from the text of the proxy statement, mainly from the CD&A, the corporate governance section and the equity plan proposals. The data is provided in a structured JSON format. The extracted information includes: - Support at the last say-on-pay vote, the outreach to shareholders after the vote and the changes to pay that followed - Clawback policy, with its triggers, its look-back period and the statement of compliance with SEC Rule 10D-1 - Excise tax gross-ups on golden parachute payments, the names of the executives who can get them, and the policy against new gross-ups - Name of the outside pay consultant, the fees for other services and the result of the conflict of interest check - Peer companies used to compare pay, with the selection criteria - Target position of pay in the peer group, for each pay element - Conclusion of the compensation risk review and the features that limit risk - Stock ownership guidelines for the CEO, the other executives and the directors, with the time to comply and the compliance status - Prohibition of option repricing without shareholder approval, and past repricings - Rules for the timing of stock and option grants, and option grants close to the release of material nonpublic information - Perquisites for each executive, with type and cost - Short quotes from the proxy statement that support key values ## API Endpoint Search and retrieve the executive compensation governance data of proxy statements by sending `POST` HTTP requests with search parameters as JSON-formatted payload to the following API endpoint: https://api.sec-api.io/executive-compensation-governance Supported HTTP methods: `POST` Request and response content type: `JSON` ## Authentication To authenticate your API requests, use the API key available in your [user profile](https://sec-api.io/login). You can use your API key in one of two ways. Choose the method that best fits your implementation: - **Authorization Header:** Include your API key as an `Authorization` header in your `POST` requests. For instance, before sending a `POST` request to `https://api.sec-api.io/executive-compensation-governance`, ensure the header is set as follows: `Authorization: YOUR_API_KEY`. - **Query Parameter:** Alternatively, append your API key directly to the URL as a query parameter. For example, when making `POST` requests, use the URL `https://api.sec-api.io/executive-compensation-governance?token=YOUR_API_KEY` instead of the base endpoint. ## Request Parameters Search the executive compensation governance data of proxy statements by sending a search query to the API. All fields of the extracted data are searchable. For a complete list of searchable fields, refer to the [Response Structure section](#response-format) below. Send a search query as a JSON-formatted payload to the API using the structure explained below. **Request parameters:** - query: string Your search criteria in the format `field:value` defining the fields to search in and the values to search for in those fields. The query is written in Lucene syntax and supports boolean operators (AND, OR, NOT), range queries across date and number fields using square brackets (`[`, `]`), wildcards (`*`) and search expression grouping with normal brackets (`(`, `)`). More [information on Lucene is available here](https://sec-api.io/resources/lucene-query-syntax-overview). Query examples are [available below.](#request-examples) - from: integer Specifies the starting position of your results, allowing for pagination. For instance, set `from` to 50 to skip the first 50 results. Default: 0. Maximum: 10,000, which is also the cap for the maximum number of results returned per `query`. To retrieve all results in your search universe, increment `from` by the value of the `size` parameter (e.g., 50) until no more results are returned or the 10,000 limit is reached. For example, use 0, 50, 100, and so on. If your `query` locates more than 10,000 results, consider narrowing your search by refining your filter criteria, such as using a date range filter to iterate over months or years. One approach would be to search for items with a `filedAt` date range filter, e.g., `filedAt:[2025-01-01 TO 2025-01-31]` (all filings from January 2025), then paginate through the results by incrementing `from`, and once completed, repeat the process for the next month, and so on. - size: integer The number of results to be returned per request. Default: 50. Maximum: 50. - sort: array An array of objects that specify how the returned results are sorted. For example, `[{ "filedAt": { "order": "desc" } }]` sorts the results by the filing date, most recent filings first. Set `order` to `asc` to sort in ascending order. ### Request Examples Find all proxy statements filed in 2026 by companies that received less than 70% support at their last say-on-pay vote, with the result sorted by the filing date, starting with the most recent filings. Increment the `from` parameter by 50 on each subsequent request to paginate through the results. ```json { "query": "sayOnPay.supportPct:[* TO 70] AND filedAt:[2026-01-01 TO 2026-12-31]", "from": "0", "size": "50", "sort": [{"filedAt":{"order":"desc"}}] } ``` Retrieve all proxy statements of a specific company using its trading symbol (ticker). In this example, the API returns all records for the company with the ticker symbol "CBRL", starting with the oldest proxy statement. The result shows how the pay rules of the company changed from year to year. ```json { "query": "entities.ticker:CBRL", "from": "0", "size": "50", "sort": [{"filedAt":{"order":"asc"}}] } ``` ## Response Structure **Response type:** JSON The API response represents a JSON object with two fields: `total` (object) and `data` (array). The `total.value` field indicates the total number of results matching your search query. The `data` array holds up to 50 items per request. Each item represents the extracted data from one proxy statement filed on Form DEF 14A. The data contains only facts that the proxy statement states, and values that are marked as calculated, such as `peerGroup.companyCount`. A value of `null` or `not_stated`, or an empty array, means that the proxy statement does not state the fact. Percentages are numbers from 0 to 100. Dates use the format `YYYY-MM-DD`, or `YYYY-MM` and `YYYY` when the text gives only the month or the year. Amounts are in USD. Each item has the following structure: - accessionNo: string Accession number of the filing, e.g. `0001104659-26-114062`. - formType: string EDGAR form type. Possible values: `DEF 14A`. - filedAt: date Date and time at which SEC EDGAR accepted the filing, e.g. `2026-10-06T16:20:32-04:00`. - periodOfReport: date Period of report as stated in the EDGAR header of the filing, e.g. `2026-11-19`. For a proxy statement, this is usually the date of the shareholder meeting. This field is `null` when the EDGAR header gives no period. - entities: array of objects Companies and persons named in the EDGAR header of the filing. A proxy statement filed by the company has one entity, marked `(Filer)`. - cik: string Central Index Key (CIK) of the entity, without leading zeros, e.g. `1067294`. - ticker: string Trading symbol of the common stock of the entity, e.g. `CBRL`. This field is `null` when the entity has no symbol, for example a private investment fund or a person. - companyName: string Name of the entity as in EDGAR, with its role in the filing in brackets: `(Filer)`, `(Subject)` or `(Filed by)`, e.g. `CRACKER BARREL OLD COUNTRY STORE, INC (Filer)`. - irsNo: string Employer identification number of the entity, assigned by the Internal Revenue Service (IRS), e.g. `620812904`. - fiscalYearEnd: string Last day of the fiscal year of the entity, in the format `MMDD`, e.g. `0731`. - stateOfIncorporation: string Code of the state or country in which the entity is incorporated, e.g. `TN`. - sic: string Standard Industrial Classification (SIC) code and industry title of the entity, as in EDGAR, e.g. `5812 Retail-Eating Places`. - act: string Securities law under which the entity files, as in EDGAR, e.g. `34`. `34` is the Securities Exchange Act of 1934. - fileNo: string SEC file number of the entity, e.g. `001-25225`. - filmNo: string Film number that SEC EDGAR assigned to the filing document of the entity, e.g. `261444310`. - meetingDate: date Date of the shareholder meeting, e.g. `2026-11-19`. - fiscalYear: integer Fiscal year that the pay disclosure covers, e.g. `2026`. A proxy statement filed in April 2026 by a company with a December fiscal year end usually covers fiscal year 2025. - url: string URL of the main filing document on SEC EDGAR. - sayOnPay: object Result of the last say-on-pay vote, as the proxy statement reports it, and what the board did after the vote. In a say-on-pay vote, shareholders vote yes or no on executive pay. The vote is advisory: the company does not have to follow it. - priorVoteDate: date Date or year of the last say-on-pay vote, e.g. `2025-11-21` or `2025`. - supportPct: number Support at the last vote as printed, e.g. `79.5`. Most companies get more than 90%. Support below 70% is a warning sign: proxy advisors then expect the board to act. - supportBasis: string Votes on which `supportPct` is based, as stated. `votes_cast`: votes for in percent of the votes for and against. `votes_cast_and_abstentions`: abstentions are included. `shares_outstanding`: votes for in percent of all outstanding shares. Possible values: `votes_cast`, `votes_cast_and_abstentions`, `shares_outstanding`, `not_stated`. - responseStated: boolean Is `true` when the proxy statement describes how the compensation committee considered the vote result. Is `false` when the proxy statement reports the result but gives no response. - outreachPct: number Percentage of the outstanding shares whose holders the company contacted after the vote, as stated, e.g. `55`. - changesMade: array of strings Changes to pay that the board made after the vote, in short form, e.g. `["Capped the annual incentive payout at 200% of target"]`. Empty when the proxy statement states no changes. - clawbackPolicy: object Policy that lets the company take back incentive pay. Since 2023, SEC Rule 10D-1 and the stock exchange listing rules require a clawback policy from every listed company. Before that, the policies were voluntary. - hasPolicy: boolean Is `true` when the proxy statement states that the company has a clawback policy. Is `null` when the proxy statement does not mention a policy. - triggers: array of strings Events that allow the company to take back pay. `restatement`: the company restates its financial results. `misconduct`: the executive commits fraud or other misconduct. `other` is any other event, e.g. a breach of a non-compete agreement. Possible values: `restatement`, `misconduct`, `other`. - lookbackYears: integer Number of completed fiscal years before a restatement for which the company takes back pay, e.g. `3`. - rule10D1Compliant: boolean Is `true` when the proxy statement states that the policy complies with SEC Rule 10D-1 and the listing rules of the stock exchange. - summary: string Short summary of the policy as disclosed. - exciseTaxGrossUp: object Gross-up of the excise tax on golden parachute payments. When a company is sold, its executives can receive large payouts called golden parachutes. US tax law adds a 20% excise tax to the payout portion above a limit (Internal Revenue Code Sections 280G and 4999). With a gross-up, the company pays this tax for the executive. Proxy advisors oppose gross-ups. - status: string `provided`: at least one executive can get a gross-up. `eliminated`: the company removed gross-ups from earlier agreements. `prohibited`: the company has a policy against gross-ups and no executive can get one. Possible values: `provided`, `eliminated`, `prohibited`, `not_stated`. - executives: array of strings Names of the executives who can get a gross-up, as printed. Empty when `status` is not `provided`. - policyAgainstNewGrossUps: boolean Is `true` when the company states that it will not give new gross-ups. Old agreements can still contain a gross-up. - parachuteTreatment: string Treatment of payouts above the limit when no gross-up applies. `cutback`: the payout is reduced to the limit. `best_net`: the executive gets the cutback or the full payout, whichever is better after tax. `full_payment`: the executive gets the full payout and pays the tax. Possible values: `cutback`, `best_net`, `full_payment`, `not_stated`. - compensationConsultant: object Outside consultant that gives advice on executive pay, and the result of the independence check. The compensation committee must check if the work of the consultant raises a conflict of interest, for example because the same firm also sells other services to the company. - name: string Name of the consultant firm as printed, e.g. `Frederic W. Cook & Co.`. Is `null` when the proxy statement names no consultant. - retainedBy: string Party that hired the consultant. Possible values: `compensation_committee`, `management`, `both`, `not_stated`. - conflictOfInterest: boolean Is `false` when the committee concludes that the work of the consultant raised no conflict of interest. Is `true` when the committee found a conflict. Is `null` when the proxy statement does not state a conclusion. - feesUSD: number Fees for the advice on executive and director pay, as printed, e.g. `185000`. - otherServicesFeesUSD: number Fees for other services to the company, as printed, e.g. `240000`. Large fees for other services can make the consultant less independent. - peerGroup: object Companies that the board uses to compare pay levels. The choice of peers has a large effect on pay: when the peers are larger than the company, pay goes up. - companies: array of objects Peer companies, in the printed order. - name: string Name of the peer company as printed, e.g. `Darden Restaurants, Inc.` - ticker: string Trading symbol of the peer company, e.g. `DRI`. Is `null` for private and foreign companies without a US symbol. - companyCount: integer Number of peer companies. Calculated from `companies`. - selectionCriteria: array of strings Criteria that the board used to select the peers, as stated. Possible values: `revenue`, `market_value`, `industry`, `business_model`, `talent_competition`, `other`. - selectionText: string Selection criteria as printed, e.g. `revenue 1/3x to 3x; market cap mainly in a range from 1/5x to 5x`. - changedFromPriorYear: boolean Is `true` when the proxy statement states that the board added or removed peers since the last year. - surveyDataUsed: boolean Is `true` when the committee also uses pay surveys in addition to the peer group. - targetPayPercentiles: array of objects Target position of pay in the peer group, for each pay element. The 50th percentile is the median. A target above the median makes pay go up over time: when many companies target above the median, the median itself goes up. Empty when the proxy statement states no target. - payElement: string Pay element of the target. Possible values: `base_salary`, `annual_incentive`, `long_term_incentive`, `total_cash`, `total_direct`, `not_stated`. - percentileLow: number Target percentile, or the lower bound of a target range, e.g. `50`. - percentileHigh: number Upper bound of a target range, e.g. `75` for a range from the 50th to the 75th percentile. Is `null` when the target is one percentile. - compensationRiskAssessment: object Review of whether the pay programs could cause executives to take risks that can damage the company. Nearly all companies conclude that there is no material risk, so the features that limit risk tell you more than the conclusion. - conclusion: string `no_material_risk`: the pay programs do not create risks that are reasonably likely to have a material adverse effect on the company. `material_risk`: they do. Possible values: `no_material_risk`, `material_risk`, `not_stated`. - reviewers: array of strings Parties that did the review, as stated. Possible values: `compensation_committee`, `consultant`, `management`, `internal_audit`, `risk_committee`. - mitigatingFeatures: array of strings Features that limit risk, as stated, e.g. `["payout caps", "clawback policy", "stock ownership guidelines"]`. - stockOwnershipGuidelines: array of objects Minimum number of company shares that a person must hold, for each position. Executives who own many shares lose money together with the shareholders when the share price goes down. Empty when the proxy statement states no guidelines. - position: string Position to which the guideline applies. Possible values: `ceo`, `other_neos`, `other_officers`, `directors`. - multiple: number Required value of the shares as a multiple of `multipleBasis`, e.g. `6` for six times the base salary. - multipleBasis: string Basis of `multiple`. `shares` means that the guideline is a fixed number of shares, given in `shares`. Possible values: `base_salary`, `cash_retainer`, `shares`. - shares: integer Required number of shares when `multipleBasis` is `shares`, e.g. `100000`. Otherwise `null`. - yearsToComply: integer Number of years that a person has to reach the required holding, e.g. `5`. - holdingRequirementPct: number Percentage of the net shares from equity awards that a person must keep until the guideline is met, e.g. `50`. - complianceStatus: string Compliance status as stated. `all_compliant`: all persons in the position meet the guideline. `compliant_or_on_track`: all persons meet the guideline or are in the period to comply. `some_not_compliant`: at least one person does not meet the guideline. Possible values: `all_compliant`, `compliant_or_on_track`, `some_not_compliant`, `not_stated`. - optionRepricing: object Rules for option repricing, and past repricings. A stock option lets the executive buy shares at a fixed price, the exercise price. When the share price falls below the exercise price, the option has no value. Repricing means that the company lowers the exercise price, so that the option has value again. This moves value from shareholders to executives. - prohibitedWithoutApproval: boolean Is `true` when the equity plan or a policy prohibits repricing without shareholder approval. - cashBuyoutProhibited: boolean Is `true` when the plan or a policy also prohibits buying back options with no value for cash without shareholder approval. - pastRepricing: boolean Is `true` when the proxy statement reports a repricing or an option exchange in the past. - repricingDate: date Date of the last repricing, when stated, e.g. `2025-03`. - summary: string Short summary of the disclosure. - equityGrantTimingPolicy: object Rules for the timing of stock and option grants. Fixed grant dates prevent grants just before good news is released, and prevent backdating. Since 2024, companies must describe how they time option grants relative to the release of material nonpublic information (Regulation S-K Item 402(x)). - hasPolicy: boolean Is `true` when the proxy statement describes a grant timing policy or practice. - grantSchedule: string When the company makes its regular grants. `fixed_date`: on a fixed date each year. `committee_meeting`: at a scheduled meeting of the compensation committee. Possible values: `fixed_date`, `committee_meeting`, `other`, `not_stated`. - noMnpiTimingStated: boolean Is `true` when the company states that it does not time grants around the release of material nonpublic information. - mnpiWindowGrants: array of objects Option grants to executives in the period from four business days before to one business day after the filing of a Form 10-K, 10-Q or 8-K with material nonpublic information. Item 402(x)(2) requires a table of these grants. Empty when the proxy statement reports no such grants. - executiveName: string Name of the executive, e.g. `Julie Masino`. - grantDate: date Grant date, e.g. `2025-09-25`. - shares: integer Number of shares under the option, e.g. `62432`. - exercisePriceUSD: number Exercise price per share, e.g. `43.8`. - summary: string Short summary of the policy. - perquisites: array of objects Personal benefits that the company pays for, one item for each executive and type. The amounts are often small compared to total pay, but large or unusual perquisites show how the board treats shareholder money. - executiveName: string Name of the executive as printed, e.g. `David V. Goeckeler`. - type: string Type of the benefit. Possible values: `aircraft`, `car`, `security`, `financial_planning`, `club_membership`, `housing`, `relocation`, `tax_gross_up`, `other`. - description: string Description as printed, e.g. `personal travel on the company's private aircraft`. - amountUSD: number Cost to the company as printed, e.g. `31996`. Is `null` when the proxy statement gives no amount. - evidence: object Two to five short quotes from the proxy statement that support key values. Each key is the path of a field, e.g. `sayOnPay.supportPct`, and each value is the quote. ### Response Example JSON ```json { "total": { "value": 1, "relation": "eq" }, "data": [ { "accessionNo": "0001104659-26-114062", "formType": "DEF 14A", "filedAt": "2026-10-06T16:20:32-04:00", "periodOfReport": "2026-11-19", "entities": [ { "cik": "1067294", "ticker": "CBRL", "companyName": "CRACKER BARREL OLD COUNTRY STORE, INC (Filer)", "irsNo": "620812904", "fiscalYearEnd": "0731", "stateOfIncorporation": "TN", "sic": "5812 Retail-Eating Places", "act": "34", "fileNo": "001-25225", "filmNo": "261444310" } ], "meetingDate": "2026-11-19", "fiscalYear": 2026, "url": "https://www.sec.gov/Archives/edgar/data/1067294/000110465926114062/tm2625024-1_def14a.htm", "sayOnPay": { "priorVoteDate": "2025", "supportPct": 79.5, "supportBasis": "votes_cast", "responseStated": true, "outreachPct": null, "changesMade": [] }, "clawbackPolicy": { "hasPolicy": true, "triggers": [ "restatement", "misconduct", "other" ], "lookbackYears": 3, "rule10D1Compliant": true, "summary": "Nasdaq Executive Compensation Recovery Policy adopted to comply with Dodd-Frank and Nasdaq Rule 5608: incentive-based compensation paid to executive officers after October 3, 2023 is recoverable if based on financial results for any of the three most recently completed fiscal years that are later restated. In addition, the Company may recover incentive compensation based on restated results or materially inaccurate financial information/performance metrics (regardless of fault), or based on a participant's conduct not in good faith that materially harms the business." }, "exciseTaxGrossUp": { "status": "prohibited", "executives": [], "policyAgainstNewGrossUps": true, "parachuteTreatment": "best_net" }, "compensationConsultant": { "name": "Frederic W. Cook & Co.", "retainedBy": "compensation_committee", "conflictOfInterest": false, "feesUSD": null, "otherServicesFeesUSD": null }, "peerGroup": { "companies": [ { "name": "BJ’s Restaurants, Inc.", "ticker": "BJRI" }, { "name": "Darden Restaurants, Inc.", "ticker": "DRI" }, { "name": "Krispy Kreme, Inc.", "ticker": "DNUT" }, { "name": "Bloomin’ Brands, Inc.", "ticker": "BLMN" }, { "name": "Dave & Buster’s Entertainment, Inc.", "ticker": "PLAY" }, { "name": "Papa John’s International, Inc.", "ticker": "PZZA" }, { "name": "Brinker International, Inc.", "ticker": "EAT" }, { "name": "Dine Brands Global, Inc.", "ticker": "DIN" }, { "name": "Texas Roadhouse, Inc.", "ticker": "TXRH" }, { "name": "Cheesecake Factory, Inc.", "ticker": "CAKE" }, { "name": "Domino’s Pizza, Inc.", "ticker": "DPZ" }, { "name": "The Wendy’s Company", "ticker": "WEN" }, { "name": "Chipotle Mexican Grill, Inc.", "ticker": "CMG" }, { "name": "Jack-in-the-Box, Inc.", "ticker": "JACK" } ], "companyCount": 14, "selectionCriteria": [ "industry", "business_model", "talent_competition", "revenue", "market_value", "other" ], "selectionText": "Organizations of similar business characteristics and competing in the restaurant industry; organizations against which we compete for executive talent; organizations of comparable size to Cracker Barrel, as measured primarily by sales but also by market capitalization, enterprise value, and other relevant factors; and organizations with similar geographic dispersion and workforce demographics.", "changedFromPriorYear": true, "surveyDataUsed": true }, "targetPayPercentiles": [ { "payElement": "total_direct", "percentileLow": 50, "percentileHigh": null } ], "compensationRiskAssessment": { "conclusion": "no_material_risk", "reviewers": [ "compensation_committee", "management", "consultant" ], "mitigatingFeatures": [ "majority of LTI target value delivered through performance-based awards", "additional one-year holding period for vested performance and time-based shares", "stock ownership and retention guidelines", "anti-hedging and anti-pledging policy", "recoupment (clawback) policies", "annual bonus capped at 100% of target; performance shares capped at 150% of target" ] }, "stockOwnershipGuidelines": [ { "position": "ceo", "multiple": 5, "multipleBasis": "base_salary", "shares": null, "yearsToComply": null, "holdingRequirementPct": 100, "complianceStatus": "not_stated" }, { "position": "other_neos", "multiple": 3, "multipleBasis": "base_salary", "shares": null, "yearsToComply": null, "holdingRequirementPct": 100, "complianceStatus": "not_stated" }, { "position": "other_officers", "multiple": 2, "multipleBasis": "base_salary", "shares": null, "yearsToComply": null, "holdingRequirementPct": 100, "complianceStatus": "not_stated" }, { "position": "directors", "multiple": 6, "multipleBasis": "cash_retainer", "shares": null, "yearsToComply": null, "holdingRequirementPct": 100, "complianceStatus": "not_stated" } ], "optionRepricing": { "prohibitedWithoutApproval": null, "cashBuyoutProhibited": null, "pastRepricing": null, "repricingDate": null, "summary": null }, "equityGrantTimingPolicy": { "hasPolicy": true, "grantSchedule": "other", "noMnpiTimingStated": true, "mnpiWindowGrants": [ { "executiveName": "Julie Masino", "grantDate": "2025-09-25", "shares": 62432, "exercisePriceUSD": 43.8 }, { "executiveName": "Craig Pommells", "grantDate": "2025-09-25", "shares": 14471, "exercisePriceUSD": 43.8 }, { "executiveName": "Douglas Hisel", "grantDate": "2025-09-25", "shares": 2909, "exercisePriceUSD": 43.8 }, { "executiveName": "Richard Wolfson", "grantDate": "2025-09-25", "shares": 11334, "exercisePriceUSD": 43.8 }, { "executiveName": "Bruce Hoffmeister", "grantDate": "2025-09-25", "shares": 5879, "exercisePriceUSD": 43.8 }, { "executiveName": "Donna Roberts", "grantDate": "2025-09-25", "shares": 6430, "exercisePriceUSD": 43.8 } ], "summary": "Equity awards are generally granted to executive officers in September each year following the announcement of prior fiscal year earnings; off-cycle grants possible for hiring, promotion or exceptional performance. The Compensation Committee does not take MNPI into account when timing awards and the Company does not time MNPI disclosure to affect executive compensation. FY2026 annual option grants (September 25, 2025) fell within the Item 402(x) window around the FY2025 Form 10-K filing." }, "perquisites": [ { "executiveName": "Julie Masino", "type": "security", "description": "personal security costs incurred by the Company in calendar year 2025 to address specific threats and safety concerns", "amountUSD": 29700 }, { "executiveName": "Douglas Hisel", "type": "other", "description": "expenses for concierge medical services", "amountUSD": null } ], "evidence": { "sayOnPay.supportPct": "Approximately 79.5% of the votes cast (excluding broker non-votes and abstentions) were in favor of our 2025 executive compensation as disclosed in our 2025 Proxy Statement.", "exciseTaxGrossUp.status": "None of our Named Executive Officers have a right under any of their compensation agreements with us or otherwise to receive any gross-up payment to reimburse such executive officer for any excise tax under Sections 280G and 4999 of the Code.", "compensationConsultant.conflictOfInterest": "The Compensation Committee concluded that no conflict of interest exists that would prevent FW Cook from serving as an independent consultant to the Compensation Committee.", "peerGroup.changedFromPriorYear": "We removed Denny’s Corporation and Red Robin Gourmet Burgers, Inc. from our peer group for 2026 and added Krispy Kreme, Inc.", "stockOwnershipGuidelines": "The Chief Executive Officer’s guideline is five times base salary, the Chief Financial Officer’s guideline is three times base salary, and any other executive officer’s guideline is two times base salary." } } ] } ```