Companies Biglari Holdings Inc.
Biglari (BH): executive pay, fiscal 2025
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CEO pay, last three years
- $8,171,055FY2023
- $1,354,596FY2024
- $900,000FY2025
CEO total pay was $900,000 in fiscal 2025, down from $1,354,596 in fiscal 2024.
FY2025: salary $900,000 · bonus $0
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Executives and directors
Full detail
Every table from the filing. Open any section.
Summary compensation table
| 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.
Three-year trend — total compensation per named executive
| 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.
Incentive-plan design — the Compensation Discussion & Analysis
Biglari Holdings employs an unconventional compensation system tailored to its founder-led structure, where the CEO's incentive compensation is tied to the performance of operating businesses via a return-on-equity methodology and a high-water mark hurdle, rather than traditional equity awards.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
Equity grants and outstanding awards
No plan-based awards are on file for this fiscal year.
No outstanding equity awards are on file for this fiscal year.
Director compensation
| 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 |
| John G. CardwellIndependent · Audit · Compensation | 90,000 | — | — | — | 0 | 90,000 |
| Ruth J. PersonIndependent · Audit · Compensation | 90,000 | — | — | — | 0 | 90,000 |
| Sardar BiglariEmployee director · Board Chair | — | — | — | — | — | 0 |
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 | — |
Total cost of the board
| 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.
Peer group, and who names Biglari as a peer
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.
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.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Biglari Holdings Inc. | 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.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-04-16 | 189,048 | 525 | 24 | 99.72% | 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 year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2025 | 2025-04-16 | 99.72%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.
CEO pay ratio
| Ratio (CEO : median employee) | 58 : 1 |
|---|---|
| CEO total compensation | $900,000 |
| Median employee compensation | $15,571 |
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (12 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Bruce Lewis. DEF 14A, filed 2026-03-11. Section “Executive Compensation”. As printed: 1,300,000. View filing ↗
- Section 01, Sardar Biglari. DEF 14A, filed 2026-03-11. Section “Executive Compensation”. As printed: 900,000. View filing ↗
- Section 07, pay ratio. DEF 14A, filed 2026-03-11. Section “CEO Pay Ratio”. As printed: 58 : 1. View filing ↗
- Section 08, Philip L. Cooley. DEF 14A, filed 2026-03-11. Section “Director Compensation”. As printed: 270,000. View filing ↗
- Section 08, Kenneth R. Cooper. DEF 14A, filed 2026-03-11. Section “Director Compensation”. As printed: 100,000. View filing ↗
- Section 08, John G. Cardwell. DEF 14A, filed 2026-03-11. Section “Director Compensation”. As printed: 90,000. View filing ↗
- Section 08, Ruth J. Person. DEF 14A, filed 2026-03-11. Section “Director Compensation”. As printed: 90,000. View filing ↗
- Section 08, Sardar Biglari. DEF 14A, filed 2026-03-11. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-04-17. Item 5.07 · say-on-pay result. As reported: 99.72% (votes for as printed: 189,048). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 09b board cost (computed). Computed. Cash 550,000 + equity 0 + all other 0 = 550,000, summed across the director compensation table rows.
- Biglari Holdings Inc. (subject), Section 10b CEO total. DEF 14A, filed 2026-03-11. CEO total compensation as printed in Biglari Holdings Inc.'s own proxy. As printed: 900,000. View filing ↗