Philip Cooley
About Philip L. Cooley
Philip L. Cooley, age 81, has served as a director of Biglari Holdings Inc. since 2008 and as Vice Chairman of the Board since 2009. He was the Prassel Distinguished Professor of Business at Trinity University (San Antonio, TX) from 1985 until his retirement in May 2012, and he has served as an advisory director of Biglari Capital Corp. since 2000 . He is not classified as an independent director under NYSE standards; the Board identifies Kenneth R. Cooper, Ruth J. Person, and John G. Cardwell as independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trinity University | Prassel Distinguished Professor of Business | 1985–2012 | Academic leadership, finance expertise |
| Biglari Capital Corp. | Advisory Director | Since 2000 | Affiliation with general partner to BH investment partnerships (context for related-party oversight) |
| Western Sizzlin Corp. | Vice Chairman | Until acquisition by BH in 2010 | Restaurant operating experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| CCA Industries, Inc. | Director | Aug 2011–Jul 2014; since Oct 2015 | Health and beauty aids; public company board service |
| Insignia Systems, Inc. | Director | Dec 2015–Mar 2017 | In-store advertising; public company board service |
Board Governance
- Board meetings and attendance: The Board held 4 meetings in 2024; each director attended all Board and committee meetings on which they served. Cooley attended the 2024 Annual Meeting .
- Committee structure: BH is a “controlled company” and does not maintain a governance and nominating committee. Audit and Compensation Committees were composed of independent directors (Cooper, Cardwell, Person) in 2024; Cooley is not listed as a member of either committee .
- Independent director sessions: Two meetings of non-management directors occurred in 2024; Kenneth R. Cooper presided as ad hoc chair .
- Lead independent director: None named .
- Risk oversight: Risk oversight resides with the full Board; capital allocation centralized with Chairman/CEO Sardar Biglari .
Fixed Compensation
Policy and actual director cash compensation (no equity grants; no options; no D&O insurance provided to directors) .
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (standard non-employee director) | $90,000 | $90,000 |
| Committee chair additional retainer (Audit, Compensation) | $10,000 | $10,000 |
| Vice Chairman retainer (Dr. Cooley) | $270,000 (policy) | $270,000 (policy) |
| Cooley – Fees Earned/Paid in Cash (reported) | $266,875 | $270,000 |
| Equity grants to directors | None | None |
| Stock options to directors | None | None |
| D&O insurance for directors | Not provided | Not provided |
Notes: BH states directors do not receive stock grants or options; if directors wish to own stock, they may purchase in the open market . BH does not provide directors and officers liability insurance to its directors .
Performance Compensation
- BH does not use performance-based equity (RSUs/PSUs), options, or bonus metrics for director compensation; director pay is entirely cash-based .
- No director performance metrics, vesting schedules, severance/change-of-control provisions, clawbacks, tax gross-ups, or ownership guideline disclosures are provided for directors .
Other Directorships & Interlocks
- Advisory director of Biglari Capital Corp. since 2000 (affiliated entity to BH’s investment partnerships managed by Mr. Biglari) .
- Public company boards: CCA Industries and Insignia Systems (tenures above) .
Expertise & Qualifications
- Academic finance expertise from Trinity University (Prassel Distinguished Professor) .
- Broad business and investment experience; advisory role at Biglari Capital indicates familiarity with investment partnerships .
Equity Ownership
Beneficial ownership as of March 10, 2025:
| Holder | Class A Shares | Class B Shares | % Voting Power (Class A) | % Aggregate Economic Interest (A+B) | Notes |
|---|---|---|---|---|---|
| Philip L. Cooley | 744 | 7,474 | * (less than 1%) | * (less than 1%) | Includes 80 Class A and 814 Class B shares owned by spouse |
- No disclosure of pledged shares, hedging, or unvested/vested breakdown in the proxy for directors .
Governance Assessment
- Independence and committee engagement: Cooley is Vice Chairman and not deemed independent under NYSE standards; he is not seated on the Audit or Compensation Committees, which are entirely composed of independent directors. Attendance was full in 2024, indicating engagement .
- Compensation alignment: Director pay is purely cash-based; absence of equity may limit direct stock-based alignment, although BH’s philosophy is that directors can purchase shares in the open market. Cooley’s vice chair retainer remained stable ($270k policy; $270k reported for 2024; $266,875 in 2023), suggesting consistent compensation without performance-linkage .
- Ownership: Cooley’s reported holdings are de minimis (<1% voting power and economic interest), which is modest skin-in-the-game relative to BH’s founder/CEO controlling stake .
- Controlled company and oversight: BH’s “controlled company” status and centralized capital allocation may constrain typical governance checks. Lack of a governance/nominating committee and absence of a lead independent director are structural considerations .
- Related-party exposure (contextual): Cooley’s advisory role at Biglari Capital (the general partner to BH’s investment partnerships) creates an affiliation with an entity receiving performance-based incentive reallocations and fees under partnership agreements and a separate service agreement with Biglari Enterprises LLC. While the Compensation Committee (independent directors) reviews related-person transactions, Cooley’s affiliation represents a potential perceived conflict and warrants investor monitoring .
- Risk indicators and RED FLAGS:
- No D&O insurance provided to directors, which is atypical and may affect board risk protection .
- Controlled company exemptions (no governance/nominating committee) reduce formal independence mechanisms .
- Affiliation with Biglari Capital via advisory role could present perceived conflicts in related-party oversight, though Cooley is not on the Compensation Committee that reviews such transactions .
Board Governance (Additional Detail)
| Item | 2023 | 2024 |
|---|---|---|
| Board meetings held | 5 | 4 |
| Audit Committee meetings | 5 | 5 |
| Compensation Committee meetings | 1 | 2 |
| Non-management director sessions | 1 | 2 |
| Lead Independent Director | None | None |
| Cooley committee membership | Not listed (Audit/Comp are Cooper, Cardwell, Person) | Not listed (Audit/Comp are Cooper, Cardwell, Person) |
| Attendance | Each director attended all Board and committee meetings | Each director attended all Board and committee meetings |
Overall signal: Cooley brings deep finance/investment experience and long BH tenure, but is not independent, holds modest stock, and is affiliated with the controlling shareholder’s investment entity. The cash-only director compensation and lack of D&O insurance are notable governance divergences from typical public company practice .