Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-03-11

Biglari Holdings (BH)

Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$1,300,000
Bruce Lewis total, FY2025
Controllerhighest-paid officer; CEO Sardar Biglari: $900,000
CEO (Sardar Biglari) pay percentile vs peers
58:1
CEO-to-median pay ratio
99.72%
Say-on-pay support, latest vote
Companies that benchmark against BH
No companies currently name BH as a compensation peer in their most recent disclosure.

This is the complete answer, not a partial one — the list is never padded.

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Bruce Lewis$1,300,000$0$0$0$1,300,000
Controller
Sardar Biglari900,000000900,000
Chairman / Chief Executive Officer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY20242025
Bruce Lewis$1,300,000
Sardar Biglari900,000

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

05

Incentive-plan design — the Compensation Discussion & Analysis

Biglari Holdings' compensation system is unconventional and idiosyncratic, broken into two segments for operations and investments. The CEO's incentive compensation is tied to the performance of operating businesses using a return-on-equity methodology, specifically contingent upon growth in adjusted equity attributable to operating businesses exceeding a 6% hurdle rate above the high-water mark.

CEO STI target (% of salary)
CEO LTI target (% of salary)
Independent consultant
Clawback policy
Anti-hedging
Anti-pledging
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20252025-04-16189,0485252499.72%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20252025-04-1699.72%a

a. Voting standard not stated in the filing.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)58 : 1
CEO total compensation$900,000
Median employee compensation$15,571
09

Board fee structure and ownership guideline

Annual cash retainer$90,000
Annual equity retainer
Per board meeting fee
Committee chair fees (audit / comp / nom-gov)10,000 / 10,000
Stock ownership guideline
10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Biglari Holdings2025Sardar Biglari$900,000$0$900,000

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Bruce LewisDEF 14A2026-03-110001628280-26-016859Section “Executive Compensation”. As printed: 1,300,000. Filing ↗
2Section 01, Sardar BiglariDEF 14A2026-03-110001628280-26-016859Section “Executive Compensation”. As printed: 900,000. Filing ↗
3Section 07, pay ratioDEF 14A2026-03-110001628280-26-016859Section “CEO Pay Ratio”. As printed: 58 : 1. Filing ↗
4Section 06, 2025 voteForm 8-K2025-04-170001726173-25-000023Item 5.07 · say-on-pay result. As reported: 99.72% (votes for as printed: 189,048). Filing ↗
5Biglari Holdings (subject), Section 10b CEO totalDEF 14A2026-03-110001628280-26-016859CEO total compensation as printed in Biglari Holdings's own proxy. As printed: 900,000. Filing ↗