Bruce Lewis
About Bruce Lewis
Bruce Lewis is the Controller of Biglari Holdings Inc. (BH-A), serving as the sole non-PEO named executive officer. He joined the company in January 2012 and was age 60 as of the 2025 proxy; he signs SOX 302/906 certifications and SEC filings, evidencing accountability for financial reporting and internal controls . Pay-versus-performance disclosures show the value of a $100 TSR investment at $97.87 (2022), $115.21 (2023), and $180.03 (2024) . Company remediation efforts on material weaknesses in internal control are ongoing, with Grant Thornton Advisors LLC engaged as internal auditor in Q3 2025 .
Past Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| Biglari Holdings Inc. | Controller | 2012–present | Signs SOX 302/906 certifications and SEC filings; participates in disclosure controls and internal control remediation |
External Roles
No external directorships or outside public company roles were disclosed for Bruce Lewis in BH-A’s proxy executive officer disclosures .
Fixed Compensation
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Base salary (USD) | $480,000 | $495,000 | $510,000 | $1,000,000 | $1,080,000 |
| Bonus (USD) | $500,000 | $510,000 | $530,000 | — | — |
| Non-equity incentive (USD) | — | — | — | — | — |
| All other compensation (USD) | — | — | — | — | — |
| Total (USD) | $980,000 | $1,005,000 | $1,040,000 | $1,000,000 | $1,080,000 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| No disclosed performance metrics for Bruce Lewis; compensation set subjectively by CEO based on perceived performance and changes in responsibility | — | — | — | — | — |
• BH-A’s CD&A states compensation for CEOs of operating businesses may use varied incentive arrangements tied to operating results; however, Bruce Lewis’s compensation is determined subjectively by the CEO without disclosed quantitative metrics .
Equity Ownership & Alignment
| As-of date | Class A shares | Class B shares | % voting power (Class A) | % aggregate economic interest (A+B) |
|---|---|---|---|---|
| March 4, 2024 | — | — | — | — |
| March 10, 2025 | — | — | — | — |
• No RSUs/PSUs/options disclosed for Bruce Lewis; summary compensation tables contain no stock or option awards for 2020–2024 . • Insider Trading Policy exists and is referenced as an exhibit to the FY 2024 Form 10-K; pledging/hedging restrictions are not detailed in the proxy excerpts provided .
Employment Terms
| Term | Details |
|---|---|
| Employment start | January 2012 (Controller) |
| Years in current role | ~13 years as of 2025 |
| Contract term | Not disclosed in proxy/filings searched |
| Severance / change-of-control | Not disclosed for Bruce Lewis; CEO has no severance, change-in-control, or employment agreement |
| Clawback | No formal clawback policy for Bruce Lewis disclosed; CD&A describes CEO alignment via high-water mark/hurdle construct, not a traditional clawback |
| Stock ownership guidelines | Not disclosed/applicability questioned for founder-led structure |
| Filing responsibilities | Signs 8-Ks and 10-Qs; provides SOX 302 and 906 certifications |
Say-on-Pay & Shareholder Feedback
| Meeting date | Proposal | For | Against | Abstentions | Broker non-votes | Outcome |
|---|---|---|---|---|---|---|
| April 16, 2025 | Advisory vote to approve NEO compensation | 189,048 | 525 | 24 | 8,234 | Approved |
| April 16, 2025 | Frequency of advisory vote (say-on-pay) | 3 years: 183,188; 2 years: 58; 1 year: 6,339; Abst.: 12 | — | — | — | 3 years chosen |
Performance & Track Record
TSR proxy disclosure
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of initial fixed $100 investment (TSR) | $97.87 | $115.21 | $180.03 |
Company fundamentals
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues (USD) | $307,497,000* | $303,691,000* | $298,046,000* | $289,421,000* |
| EBITDA (USD) | $66,758,000* | $82,174,000* | $78,354,000* | $62,951,000* |
Values retrieved from S&P Global.*
Additional operating context • BH-A disclosed ongoing remediation of material weaknesses in internal control; Grant Thornton Advisors LLC engaged as internal auditor in Q3 2025 .
Compensation Structure Analysis
• Cash-heavy and increasingly fixed: Base salary rose from $510k (2022) to $1.08m (2024); no performance-based payouts disclosed for Bruce since 2022’s discretionary bonus, and no equity awards, reducing at-risk pay .
• Discretion over metrics: Compensation for Bruce is set subjectively by the CEO rather than formulaic operational or TSR metrics, limiting transparent pay-for-performance alignment .
• Alignment via ownership is limited: Bruce held no beneficial Class A or B shares as of March 2024 and March 2025; no pledging disclosed, but absence of personal ownership weakens direct equity alignment .
• Shareholder stance: Say-on-pay received overwhelming support in 2025; frequency set to triennial, indicating investor comfort with BH-A’s comp design overall, though Bruce’s comp is a small portion of the total program .
Investment Implications
• Retention risk appears low in the near term given a stable Controller role since 2012 and strong say-on-pay support; however, the lack of explicit performance metrics and absence of equity-based compensation reduces direct alignment with shareholder outcomes for Bruce specifically .
• Insider selling pressure is minimal due to the absence of equity awards and zero beneficial ownership; vesting-related sales are unlikely based on available disclosures .
• Execution risk persists from ongoing material weaknesses in internal control and remediation efforts; continued progress with the internal auditor should be monitored via future filings for resolution timelines .
• From 2021–2024, revenues and EBITDA trended down modestly while TSR improved sharply in 2024; the disconnect between fundamentals and TSR raises the importance of monitoring investment partnership performance and corporate capital allocation, areas outside Bruce’s direct compensation metrics but material to overall value creation .