Sandra Cochran
About Sandra Cochran
Sandra (Sandy) Cochran, 66, is an independent director nominee with deep CEO/CFO experience across restaurant and retail, nominated to stand for election as a Class I director at the June 25, 2025 Annual Meeting; the Board has affirmed she meets NYSE independence criteria . She previously served as CEO (2011–2023) and Executive Chair (Nov 2023–Feb 2024) of Cracker Barrel, held CEO/President/CFO roles at Books-A-Million, and began her career in finance at SunTrust Banks . Cochran holds an MBA from Pacific Lutheran University and a BS in Chemical Engineering from Vanderbilt University; she also served as a Captain in the Ninth Infantry Division of the U.S. Army . If elected, her tenure on the FUN Board would begin with the 2025 meeting; committee placements will be determined post-election and are composed of independent directors (except the Integration Committee) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cracker Barrel Old Country Store, Inc. | Executive Chair | Nov 2023 – Feb 2024 | Oversight during transition; board service concluded Feb 22, 2024 |
| Cracker Barrel Old Country Store, Inc. | President & CEO; Director | Sep 2011 – Oct 2023 (director to Feb 22, 2024) | Led multi-year transformation; finance, ops, risk management |
| Cracker Barrel Old Country Store, Inc. | President & COO | Nov 2010 – Sep 2011 | Operational leadership |
| Cracker Barrel Old Country Store, Inc. | EVP & CFO | Apr 2009 – Nov 2010 | Corporate finance leadership |
| Books-A-Million, Inc. | CEO | Feb 2004 – Apr 2009 | Retail turnaround experience |
| Books-A-Million, Inc. | President | Aug 1999 – Feb 2004 | Strategy and operations |
| Books-A-Million, Inc. | CFO | Sep 1993 – Aug 1999 | Financial leadership |
| SunTrust Banks, Inc. | Finance roles | Early career | Banking/finance foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lowe’s Companies, Inc. (NYSE: LOW) | Director | Since 2016 | Home improvement retail board experience |
| Signet Jewelers Limited (NYSE: SIG) | Director | Since Feb 2024 | Jewelry retail board experience |
| Cracker Barrel Old Country Store, Inc. | Director | Sep 2011 – Feb 22, 2024 | Concluded concurrent with Exec Chair role end |
| Dollar General Corporation (NYSE: DG) | Director | 2012 – May 2020 | Value retail oversight |
Board Governance
- Independence: The Board determined Cochran and other 2025 nominees qualify as independent under NYSE rules and company Corporate Governance Guidelines .
- Board refresh and process: Nomination followed a Spencer Stuart-assisted search; Dutra and Hoffman were nominated under a Cooperation Agreement with shareholder Dendur; Cochran and Colglazier were identified by Spencer Stuart .
- Committee structure: Audit & Finance, Nominating & Corporate Governance (NCG), People, Culture & Compensation (PCC), and Integration; only Integration includes non-independent members. New nominees will be considered for committee membership post-election in the same manner as other independent directors .
- Attendance: In 2024, each current director attended at least 75% of Board and applicable committee meetings (legacy boards pre-merger and combined Company post-merger); directors are expected to attend all meetings absent unavoidable circumstances .
- Lead Independent Director: Daniel Hanrahan serves as LID, with defined responsibilities for executive sessions, agendas, evaluations, and shareholder communications .
- Stockholder engagement: Ongoing engagement via calls, conferences, and formal communication channels (including hotline); Board provides processes to reach non-employee directors .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (Board) | $85,000 | Payable quarterly; plus $1,500 per meeting after the 20th meeting |
| Annual equity grant (Board) | $200,000 in restricted stock | Directors may elect to defer up to 100% into deferred stock units payable in cash/stock at end of service |
| Committee member fees | Audit: $15,000; NCG: $10,000; PCC: $10,000 | Excludes committee chair fees |
| Chair/LID fees | Audit Chair: $30,000; NCG Chair: $20,000; PCC Chair: $25,000; LID: $125,000 | Payable to non-management directors only |
| Expense reimbursement | Reasonable expenses | Standard practice |
| Ownership guidelines | 5x annual cash retainer within 5 years | Directors cannot sell below guideline; compliance or time to comply as of Apr 28, 2025 |
Performance Compensation
| Feature | Terms | Performance Metrics |
|---|---|---|
| Director equity type | Restricted stock (or deferred stock units) | No performance conditions; time-based vesting per annual grant |
| Hedging/pledging policy | Hedging prohibited for directors; securities trading policy restricts pledging/short sales/options/margin accounts | Policy designed to align with shareholders and prevent misalignment |
Other Directorships & Interlocks
- Current public boards: Lowe’s (since 2016) and Signet Jewelers (since Feb 2024) .
- Prior boards: Cracker Barrel (2011–Feb 22, 2024) and Dollar General (2012–May 2020) .
- Interlocks/conflicts: The Company disclosed no related-party transactions requiring reporting during 2024 through the proxy filing date; the Board annually evaluates independence and relationships .
Expertise & Qualifications
- CEO/CFO operating experience across consumer-facing sectors; deep finance, marketing, operations, strategy, and risk oversight at major public companies .
- Education and credentials: MBA (Pacific Lutheran), BS Chemical Engineering (Vanderbilt), U.S. Army Captain (Ninth Infantry Division) .
- Sector relevance: Restaurant/retail leadership relevant to pricing, guest experience, merchandising, and operational efficiency—skills highlighted by the Board for nominees .
Equity Ownership
| Holder | Shares Beneficially Owned | Voting Power (Sole) | Investment Power (Sole) | % of Shares Outstanding |
|---|---|---|---|---|
| Sandra Cochran | — | — | — | <1% |
- Pledging/hedging: Company policy prohibits hedging and restricts pledging/margin use for directors, reducing alignment risks .
Insider Trades
| Date | Form 4 Transaction | Shares | Price | Notes |
|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | Section 16(a) compliance noted; no specific transactions listed in proxy |
Governance Assessment
- Board effectiveness: Cochran adds seasoned CEO/CFO retail expertise aligned with FUN’s consumer operations; her nomination resulted from a structured search and is part of a broader refresh that maintains a majority independent board .
- Independence/engagement: Confirmed independent; Board frameworks include defined LID duties, executive sessions, and shareholder communication protocols supporting robust oversight .
- Compensation alignment: Director pay mixes cash with meaningful equity and requires substantial stock ownership (5x retainer), with anti-hedging and trading restrictions—signals of alignment and governance discipline .
- Conflicts/related parties: No related-party transactions disclosed; independence determinations reviewed annually; nominees considered independent .
- Activism dynamics: Cooperation Agreement with Dendur introduced two nominees (Dutra, Hoffman) under a standstill and voting framework; Cochran’s nomination came via Spencer Stuart—reflects constructive shareholder engagement without compromising independence .
RED FLAGS: None disclosed for Cochran in related-party transactions, hedging/pledging, or Section 16 compliance; committee assignments are pending post-election and should be monitored for optimal alignment with her finance and operations expertise .