CEO Sardar Biglari was paid $900,000 in fiscal year 2025, ↓ down 33.6% from fiscal year 2024 (SEC filing 0001628280-26-016859 ↗): 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 Controller — highest-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 |
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BH-A's next annual pay disclosure, estimated March 11, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Bruce Lewis | $1,300,000 | $0 | — | — | $0 | — | $0 | $1,300,000 |
| Controller | ||||||||
| Sardar Biglari | 900,000 | 0 | — | — | 0 | — | 0 | 900,000 |
| 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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Bruce Lewis | $1,300,000 | $1,080,000 | $1,000,000 | ↑ +220,000 |
| Sardar Biglari | 900,000 | 1,354,596 | 8,171,055 | ↓ −454,596 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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This is the complete answer, not a partial one — the list is never padded.
No insider equity transactions reported since the proxy statement.
Biglari Holdings' compensation system is unconventional and idiosyncratic, split into 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 on growth in adjusted equity above a high-water mark and hurdle rate.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-04-16 | 189,048 | 525 | 24 | 99.72% | Passed |
| 2022 | 2022-05-26 | 150,878 | 14,103 | 16,025 | 91.45% | Passed |
| 2019 | 2019-04-25 | 123,719 | 38,277 | 17,618 | 76.37% | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2025 | 2025-04-16 | 99.72%a |
| 2022 | 2022-05-26 | 91.45%b |
| 2019 | 2019-04-25 | 76.37%c |
a. Voting standard not stated in the filing.
b. Approved under the standard stated in the filing — “Abstentions will count for purposes of establishing a quorum, but will not count as votes cast on a proposal.”.
c. Approved under the standard stated in the filing — “Abstentions will count for purposes of establishing a quorum, but will not count as votes cast on a proposal.”.
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.
| Ratio (CEO : median employee) | 58 : 1 |
|---|---|
| CEO total compensation | $900,000 |
| Median employee compensation | $15,571 |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Philip L. CooleyIndependent | $270,000 | — | — | — | $0 | $270,000 |
| Kenneth R. CooperIndependent · Audit (Chair) · Compensation (Chair) | 100,000 | — | — | — | 0 | 100,000 |
| Ruth J. PersonIndependent · Audit · Compensation | 90,000 | — | — | — | 0 | 90,000 |
| John G. CardwellIndependent · Audit · Compensation | 90,000 | — | — | — | 0 | 90,000 |
| Sardar BiglariEmployee director · Board Chair | — | — | — | — | — | 0 |
| 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 | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $550,000 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $550,000 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Biglari Holdings | 2025 | Sardar 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.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
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.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Bruce Lewis | DEF 14A | 2026-03-11 | 0001628280-26-016859 | Section “Executive Compensation”. As printed: 1,300,000. Filing ↗ |
| 2 | Section 01, Sardar Biglari | DEF 14A | 2026-03-11 | 0001628280-26-016859 | Section “Executive Compensation”. As printed: 900,000. Filing ↗ |
| 3 | Section 07, pay ratio | DEF 14A | 2026-03-11 | 0001628280-26-016859 | Section “CEO Pay Ratio”. As printed: 58 : 1. Filing ↗ |
| 4 | Section 08, Philip L. Cooley | DEF 14A | 2026-03-11 | 0001628280-26-016859 | Section “Director Compensation”. As printed: 270,000. Filing ↗machine: span 68194–68326 |
| 5 | Section 08, Kenneth R. Cooper | DEF 14A | 2026-03-11 | 0001628280-26-016859 | Section “Director Compensation”. As printed: 100,000. Filing ↗machine: span 70465–70597 |
| 6 | Section 08, Ruth J. Person | DEF 14A | 2026-03-11 | 0001628280-26-016859 | Section “Director Compensation”. As printed: 90,000. Filing ↗machine: span 74637–74768 |
| 7 | Section 08, John G. Cardwell | DEF 14A | 2026-03-11 | 0001628280-26-016859 | Section “Director Compensation”. As printed: 90,000. Filing ↗machine: span 72553–72684 |
| 8 | Section 08, Sardar Biglari | DEF 14A | 2026-03-11 | 0001628280-26-016859 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 9 | Section 06, 2025 vote | Form 8-K | 2025-04-17 | 0001726173-25-000023 | Item 5.07 · say-on-pay result. As reported: 99.72% (votes for as printed: 189,048). Filing ↗ |
| 10 | Section 06, 2022 vote | Form 8-K | 2022-05-27 | 0001726173-22-000020 | Item 5.07 · say-on-pay result. As reported: 91.45% (votes for as printed: 150,878). Filing ↗ |
| 11 | Section 06, 2019 vote | Form 8-K | 2019-04-29 | 0001193805-19-000430 | Item 5.07 · say-on-pay result. As reported: 76.37% (votes for as printed: 123,719). Filing ↗ |
| 12 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 13 | Section 09b board cost (computed) | Computed | — | — | Cash 550,000 + equity 0 + all other 0 = 550,000, summed across the director compensation table rows.machine: formula: Σ = 550,000 |
| 14 | Biglari Holdings (subject), Section 10b CEO total | DEF 14A | 2026-03-11 | 0001628280-26-016859 | CEO total compensation as printed in Biglari Holdings's own proxy. As printed: 900,000. Filing ↗ |
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