John Cardwell
About John G. Cardwell
Independent director of Biglari Holdings (BH-A); age 79; director since October 2019. Former Johnson Controls Inc. executive (various positions, 1986–2008), bringing 40+ years of corporate management experience. Designated an “audit committee financial expert” and deemed independent under NYSE standards. Attended the 2024 Annual Meeting and all Board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson Controls Inc. | Various positions (corporate management) | 1986–2008 | Senior operating/management experience; relevant to audit financial expertise designation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed in BH-A proxy materials for 2025/2024/2023 |
Board Governance
- Independence: Board determined Cardwell is independent under NYSE standards; no material relationship with the Corporation.
- Committee memberships (2024): Audit Committee (member; financial expert), Compensation Committee (member). Both committees composed of independent directors.
- Committee chairs: Audit Committee Chair – Kenneth R. Cooper; Compensation Committee Chair – Kenneth R. Cooper. Cardwell serves as member, not chair.
- Meetings held (2024): Board – 4; Audit – 5; Compensation – 2.
- Attendance: Each director attended all Board and their committee meetings in 2024; Cardwell attended the 2024 Annual Meeting.
- Governance structure: Controlled company; no governance and nominating committee; no Lead Independent Director; two non-management director sessions held in 2024 (ad hoc chair: Kenneth R. Cooper).
- D&O insurance: Company does not provide directors and officers liability insurance to its directors.
Attendance Summary
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Board meeting attendance | ≥75% for each director | 100% for each director | 100% for each director |
| Committee meeting attendance | 100% for committees served | 100% for committees served | 100% for committees served |
Fixed Compensation
| Year | Role | Cash Retainer | Committee Chair Fee | Total |
|---|---|---|---|---|
| 2024 | Independent Director (member of Audit & Compensation) | $90,000 | $0 (not a chair) | $90,000 |
| 2025 policy | Independent Director (non-employee) | $90,000 annual retainer | +$10,000 for Audit/Comp Chairs (if applicable) | Policy disclosure (structure) |
BH-A does not grant directors stock, options, or restricted stock; directors may buy shares on the open market.
Performance Compensation
| Component | Metrics | Structure | Vesting/Triggers | 2024 Awarded |
|---|---|---|---|---|
| Equity (RSUs/PSUs) | — | Not granted to directors | — | None |
| Options | — | Not granted to directors | — | None |
| Bonus/Meeting fees | — | No meeting fees disclosed for directors | — | None (Cardwell total solely retainer) |
Other Directorships & Interlocks
| Company | Type | Role | Interlocks/Notes |
|---|---|---|---|
| None disclosed | Public/Private | — | No committee interlocks reported for Cardwell; Compensation Committee disclosed no interlocks in 2024/2023. |
Expertise & Qualifications
| Attribute | Evidence |
|---|---|
| Audit Committee Financial Expert | Designated by Board (Item 407(d)(5) definition). |
| Corporate management expertise | 40+ years experience; Johnson Controls roles (1986–2008). |
| Independence | NYSE standards; no material relationship. |
Equity Ownership
| Security | Shares Beneficially Owned | Ownership Form | % Voting Power (Class A) | % Aggregate Economic Interest (Class A+B) |
|---|---|---|---|---|
| Class A | — | — | — | — |
| Class B | 700 | John G & Beverly A Cardwell Family Living Trust of 2007; Cardwell is Trustee. | — | <1% (“*” less than 1%) |
- Pledging/Hedging: No pledging or hedging disclosures for Cardwell found in proxy; beneficial ownership reported via trust.
- Director stock ownership guidelines: Not disclosed for directors; Company states directors do not receive equity grants and may purchase shares in the open market.
Insider Trades
| Date | Transaction Type | Shares | Price | Source |
|---|---|---|---|---|
| — | — | — | — | No Form 4 transactions for Cardwell disclosed in proxy; security ownership provided as of March 10, 2025. |
Related-Party Environment (Oversight Lens)
- Compensation Committee reviews and approves/ratifies related person transactions; conflicted Board members recuse. Cardwell serves on the Compensation Committee that performs this oversight.
- Notable related-party arrangements: Service agreement with Biglari Enterprises LLC and Biglari Capital (rolling 5-year term; fixed monthly fees increased to $900,000 by Oct–Dec 2024; $9.9M paid in 2024).
- Investment partnerships: BH invests in The Lion Fund entities managed by Biglari Capital; incentive fee structure with 6% hurdle and aggregated high-water mark; no incentive reallocation to Biglari Capital in 2022–2024.
- Family employment: Biglari family members and one NEO relative employed; compensation disclosed; no other transactions requiring disclosure beyond these.
Governance Assessment
-
Strengths
- Independent director; designated audit financial expert; member of both Audit and Compensation Committees.
- Full attendance at Board and committee meetings in 2024; participated in Annual Meeting.
- Committees of independent directors with formal charters; Audit Committee provides standard oversight and independence verification with Deloitte.
-
Concerns / RED FLAGS
- Controlled company status with exemptions; absence of governance and nominating committee; no Lead Independent Director, potentially limiting independent oversight, board refreshment, and succession planning.
- Significant related-party service agreement and investment partnership arrangements with entities owned by the CEO; although overseen by committees, these elevate conflict-of-interest risk profiles.
- No D&O insurance for directors, which can deter robust dissent and increase personal liability risk, potentially impacting board effectiveness.
- Limited director equity alignment due to no stock grants and small personal holdings (700 Class B via trust; <1% economic interest).
-
Net View
- Cardwell’s independence, audit expertise, and consistent engagement support board effectiveness. However, BH-A’s controlled governance model, related-party ecosystem, and lack of D&O insurance introduce structural risks that require continued vigilance by independent directors on Audit and Compensation Committees to maintain investor confidence.