Kenneth Cooper
About Kenneth R. Cooper
Kenneth R. Cooper, age 80, has served as an independent director of Biglari Holdings since October 2010; he is an attorney in private practice at the Kenneth R. Cooper Law Office since 1974, with experience in real estate and business matters . The Board has concluded he is independent under NYSE standards, with no material relationship that would impair independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kenneth R. Cooper Law Office | Attorney (private practice) | Since 1974 | Real estate and business matters expertise |
External Roles
- No other public company directorships disclosed in the latest proxy for Mr. Cooper .
Board Governance
- Committee assignments and chair roles (2024):
- Audit Committee member; Audit Committee held five meetings in 2024; Cooper is the Audit Committee Chairman per the Audit Committee Report .
- Compensation Committee member; Compensation Committee held two meetings in 2024; Cooper is the Compensation Committee Chairman per the Committee’s report .
- Independence and engagement:
- Independent director under NYSE standards .
- Each director attended all Board and assigned committee meetings in 2024; all directors attended all meetings in 2023; in 2022, each attended at least 75% .
- Two meetings of non-management directors were held in 2024; Cooper presided as ad hoc chair; a meeting of non-management directors was held in 2023 and 2022 as well .
- Board leadership and governance structure:
- No lead independent director designated .
- BH-A is a “controlled company” and relies on NYSE exemptions; the Company does not have a governance and nominating committee .
Board and Committee Activity & Attendance
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Board meetings held | 4 | 5 | 4 |
| Audit Committee meetings held | 5 | 5 | 5 |
| Compensation Committee meetings held | 1 | 1 | 2 |
| Cooper attendance | ≥75% of meetings | 100% of meetings | 100% of meetings |
| Non-management director sessions | 1 | 1 | 2 (Cooper ad hoc chair) |
Fixed Compensation
| Component | 2024 Actual | 2025 Announced Policy |
|---|---|---|
| Annual cash retainer (non-employee director) | $90,000 (implied by peers), total paid to Cooper $100,000 | $90,000 retainer |
| Committee chair fees | Included in 2024 total (Cooper $100,000 vs others $90,000) | $10,000 per chair for Audit and Compensation |
| Equity grants/options | None; BH-A does not grant stock or options to directors | None; policy unchanged |
| D&O insurance | Not provided to directors | Not provided |
Director compensation table (2024):
- Cooper: $100,000 cash; no other compensation .
Performance Compensation
| Metric/Instrument | Status | Notes |
|---|---|---|
| RSUs/PSUs (grant date, shares, fair value) | None | BH-A does not grant stock awards to directors |
| Stock options (strike, expiration, vesting) | None | BH-A does not issue options to directors |
| Performance metrics (revenue, EBITDA, TSR, ESG) | Not applicable | No performance-based equity or bonus disclosed for directors |
| Vesting schedules | Not applicable | No director equity awards |
| Clawbacks/gross-ups | Not disclosed for directors | No director performance pay disclosed |
Other Directorships & Interlocks
- No other public company board roles for Cooper disclosed; no interlocks cited involving Cooper .
- Compensation Committee Interlocks: During 2024, the Compensation Committee (Cooper, Person, Cardwell) had no interlocks; none had been officers or employees of the Corporation; no executive served on another entity’s compensation committee where a BH-A director served as an executive officer .
Expertise & Qualifications
- Legal and business expertise in real estate and related matters from decades of private practice .
- Governance engagement: Chairs both Audit and Compensation Committees, presiding over key oversight functions (financial reporting, auditor independence, CEO compensation, and related-person transactions review) .
Equity Ownership
As of March 10, 2025:
| Security | Shares Beneficially Owned | Percentage of Voting Power (Class A) | Percentage of Aggregate Economic Interest (A+B) |
|---|---|---|---|
| Class A common | 32 | <1% (“*”) | <1% (“*”) |
| Class B common | 321 | — | — (aggregate economic interest <1%) |
Notes:
- “*” denotes less than 1% .
- Table reflects voting power for Class A (the only voting class); Class B is non-voting .
Governance Assessment
- Committee leadership and independence: Cooper chairs both Audit and Compensation, is designated independent, and signed the Audit Committee report affirming oversight of auditor independence and financial reporting integrity—positive for board effectiveness .
- Engagement: 100% attendance in 2023 and 2024, ad hoc chair of non-management sessions, indicating active oversight .
- Compensation structure: Directors receive only cash retainers; no equity grants or options; BH-A does not provide D&O insurance—an atypical profile that may affect director risk appetite and alignment with long-term shareholders .
- Ownership alignment: Cooper’s beneficial ownership is de minimis (<1% of voting power; 32 Class A and 321 Class B shares), implying limited “skin in the game” relative to the company’s capital structure .
- Controlled-company context and governance limitations: BH-A is a controlled company with 74.3% voting interest held by Sardar Biglari; there is no governance and nominating committee and no lead independent director—structural constraints that concentrate authority and may limit independent counterbalance at the board level .
- Related-party exposure overseen by committee: Material related-person arrangements exist, including a rolling service agreement with Biglari Entities ($9.9 million in 2024) and family employment relationships; the Compensation Committee (chaired by Cooper) reviews related person transactions per policy—oversight is formalized, but the existence of recurring related-party arrangements is a governance risk to monitor .
RED FLAGS
- Controlled company without governance & nominating committee and no lead independent director, concentrating control and reducing standard independent governance mechanisms .
- No D&O insurance provided to directors, which is uncommon and could deter robust dissent or recruitment of new independent directors .
- Ongoing related-party transactions (service agreement fees and family employment) require continued rigorous oversight by committees to mitigate conflicts .
Contextual note: While Cooper’s committee leadership and attendance indicate strong engagement, BH-A’s controlled-company status and related-party arrangements elevate governance risk factors that investors should monitor through committee actions and disclosures **[1726173_0001726173-25-000012_bh-20250320.htm:5]** **[1726173_0001726173-25-000012_bh-20250320.htm:7]** **[1726173_0001726173-25-000012_bh-20250320.htm:16]** **[1726173_0001726173-25-000012_bh-20250320.htm:17]** **[1726173_0001726173-25-000012_bh-20250320.htm:18]**.