☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to §240.14a-12 |
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☑ | | | No fee required | | ||
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| Date and Time | | | Location – Virtual Meeting Only | | | Record Date | | | Mailing Date | |
| August 28, 2024 8:30 a.m. Central Time | | | www.virtualshareholdermeeting.com/CASY2024 | | | June 26, 2024 | | | On or around July 17, 2024 | |
| We encourage you to access the Annual Meeting webcast prior to the start time. | | | The Annual Meeting is virtual only via live audio webcast – there is no physical location for the meeting. You can ask questions and vote during the meeting. | | | Shareholders of record at the close of business on the record date are entitled to vote at the Annual Meeting. | | | Proxy materials are first being distributed or made available as of the mailing date. | |
| 1 | | | To elect eleven directors to serve until the next annual shareholders’ meeting and until their successors are elected and qualified | |
| 2 | | | To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2025 | |
| 3 | | | To hold an advisory vote on our named executive officer compensation | |
| 4 | | | Shareholder proposal regarding independent board chair policy, if properly presented at the Annual Meeting | |
| 5 | | | Shareholder proposal regarding greenhouse gas emissions reporting, if properly presented at the Annual Meeting | |
| 6 | | | To transact such other business as may properly come before the Annual Meeting or at any adjournment or postponement thereof | |
| Internet | | | Telephone | | | Mail | | | At the Annual Meeting | |
| You may vote on the Internet at www.proxyvote.com. | | | You may vote by touch-tone telephone by calling 1-800-690-6903 or the number on your voter instruction form. | | | If you received/requested paper proxy materials, return your completed/signed proxy card or voter instruction form in the postage-paid envelope provided. | | | | |
| You will need the 16-digit control number included in your notice, proxy card or voter instruction form in order to vote. | |
| Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on August 28, 2024 | |
| The Notice of Annual Meeting of Shareholders, the Proxy Statement and Annual Report are available at http://materials.proxyvote.com/147528 | |
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| Casey’s – At-a-Glance | | ||||||||||||
| 2,658 Stores | | | 17 U.S. States | | | 45,000 Team Members | | | $14.9 billion FY24 Revenue | | | 7.9 million Rewards Members | |
| Net Income | | | EBITDA* | | | Share Price | | | Diluted EPS | |
| $501.9 million ↑ $446.7 million (FY23) | | | $1.06 billion ↑ $952.5 million (FY23) | | | $319.58 ↑ $228.82 (FY23) | | | $13.43 ↑ $11.91 (FY23) | |
| 12.4% increase | | | 11.2% increase | | | 39.7% increase | | | 12.8% increase | |
| *EBITDA is a non-GAAP measure defined as net income before net interest expense, income taxes, depreciation and amortization. See Appendix A for reconciliation of net income to EBITDA. | |
| August 28, 2024 8:30 a.m. CT | | | www.virtualshareholdermeeting.com/CASY2024 (virtual only – there is no physical meeting location) | | | Record Date: June 26, 2024 | |
| Proposals | | | Description | | | Board’s Voting Recommendation | |
| 1. Election of Directors | | | To elect eleven directors to serve until the next annual shareholders’ meeting and until their successors are elected and qualified | | | ✔ FOR each nominee | |
| 2. Ratify Auditors | | | To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2025 | | | ✔ FOR | |
| 3. “Say on Pay” | | | To hold an advisory vote on our named executive officer compensation | | | ✔ FOR | |
| 4. Shareholder Proposal | | | Shareholder proposal regarding independent board chair policy, if properly presented at the Annual Meeting | | | ☒ AGAINST | |
| 5. Shareholder Proposal | | | Shareholder proposal regarding greenhouse gas emissions reporting, if properly presented at the Annual Meeting | | | ☒ AGAINST | |
Notice & Proxy Statement | | | 1 | | | ![]() |
Nominees | | | Div. | | | Age | | | Director Since | | | Current Committees | | | Nominee Composition* / Highlights | | |||||||||||||
| A | | | NCG | | | C/HC | | |||||||||||||||||||||
![]() | Darren M. Rebelez Board Chair President and CEO, Casey’s General Stores, Inc. | | | ✔ | | | 58 | | | 2019 | | | | | | | | | | | Gender Diversity = 5 of 11 female (45%) Racial/Ethnic Diversity = 4 of 11 diverse (36%) Average Age = 61 years Average Tenure = 5 years | | | | |||||
![]() | Judy A. Schmeling (I) Lead Independent Director Former COO, HSN, Inc. and President, Cornerstone Brands | | | ✔ | | | 64 | | | 2018 | | | | | M | | | | |||||||||||
![]() | Sri Donthi (I) Executive VP and Chief Technology Officer, Advance Auto Parts, Inc. | | | ✔ | | | 57 | | | 2022 | | | M | | | | | | | | | Governance Practices ✔ Annual election of directors ✔ Majority voting in uncontested elections ✔ Robust Lead Independent Director duties ✔ All directors independent other than CEO ✔ All committee members are independent ✔ Regular executive sessions ✔ Meaningful stock ownership requirements ✔ Proxy access (3/3/20/20) ✔ Single voting class of securities ✔ Robust code of conduct/ethics ✔ Regular board/committee self-assessments ✔ Director over-boarding limits ✔ Strong corporate governance guidelines ✔ ESG oversight by the Nom./Gov. Committee | | | | ||||
![]() | Donald E. Frieson (I) Retired Executive VP, Supply Chain, Lowe’s Companies, Inc. | | | ✔ | | | 66 | | | 2018 | | | | | M | | | M | | ||||||||||
![]() | Cara K. Heiden (I) Retired Co-President, Wells Fargo Home Mortgage | | | ✔ | | | 68 | | | 2017 | | | C* | | | | | | |||||||||||
![]() | David K. Lenhardt (I) Former President and CEO, PetSmart, Inc. | | | | | 55 | | | 2018 | | | M* | | | C | | | | |||||||||||
![]() | Maria Castañón Moats (I) Retired Partner, PricewaterhouseCoopers, LLP | | | ✔ | | | 56 | | | 2024 | | | M* | | | | | | | | | (I) = Independent Div. = Diversity (gender, race, or ethnicity) C = Chair M = Member A = Audit * = Audit Committee Financial Expert NCG = Nominating and Corporate Gov. C/HC = Compensation and Human Capital | | | | ||||
![]() | Larree M. Renda (I) Retired Executive VP, Safeway, Inc. | | | ✔ | | | 66 | | | 2014 | | | | | | | C | | |||||||||||
![]() | Michael Spanos (I) COO, Delta Air Lines, Inc. | | | | | 59 | | | 2022 | | | M* | | | | | | ||||||||||||
![]() | Gregory A. Trojan (I) Former CEO, BJ’s Restaurants, Inc. | | | | | 65 | | | 2021 | | | | | | | M | | | | ||||||||||
![]() | Allison M. Wing (I) CEO, Oobli, Inc. | | | ✔ | | | 57 | | | 2018 | | | | | | | M | |
Notice & Proxy Statement | | | 2 | | | ![]() |
| Summary Information About KPMG | |
| The Audit Committee has selected KPMG LLP to act as its independent registered public accounting firm for the fiscal year ending April 30, 2025, and seeks ratification of the selection. KPMG has been the Company’s auditor since 1987. | |
| FY24 Named Executive Officers | | | Compensation Governance | | |||
| ![]() | | | Darren M. Rebelez President and CEO | | | What We Do – Best Practices ✔ Strong pay for performance ✔ Incentive pay with multiple metrics tied to long-term shareholder value ✔ Meaningful stock ownership requirements for officers ✔ Double-trigger change of control provisions ✔ Independent compensation consultant ✔ Annual “say on pay” vote What We Don’t Do ☒ No guaranteed incentive payments ☒ No uncapped incentive compensation opportunities ☒ No hedging or pledging of Company stock ☒ No tax gross-ups ☒ No excessive benefits or perquisites ☒ No single-trigger change of control provisions “Say on Pay” Results: 2021: 97.9%, 2022: 97.0%, 2023: 97.6% ⯀ Pay program in FY24 was substantially the same as FY23, which as noted, our shareholders overwhelmingly supported | |
| ![]() | | | Stephen P. Bramlage, Jr. Chief Financial Officer | | |||
| ![]() | | | Ena Williams Chief Operating Officer | | |||
| ![]() | | | Thomas P. Brennan Chief Merchandising Officer | | |||
| ![]() | | | Chad M. Frazell Chief Human Resources Officer | |
| FY24 Direct Compensation Elements | | ||||||
| Element | | | Purpose | | | FY24 Metrics | |
| Base Salary | | | Attracts and retains executives by providing competitive fixed annual cash compensation | | | Evaluated annually based on market and peer group data and individual and Company performance | |
| Annual Incentive Program (“AIP”) | | | Performance based pay that delivers annual cash incentives when key financial/operating targets are met or exceeded | | | ⯀ 60% - EBITDA ⯀ 40% - same store sales growth (inside sales) | |
| Long-Term Incentive Program (“LTIP”) | | | Performance and time-based equity compensation to attract, retain and reward executives when key financial/operating targets are met or exceeded over a three-year performance period | | | ⯀ 75% PSUs (1/2 ROIC, ½ EBITDA) (+/- 25% rTSR modifier based on top/bottom quartile TSR) ⯀ 25% time-based RSUs | |
| FY24 Overall Pay Mix | | | Incentive Highlights | | ||||||||||||
| Target Direct Comp. Mix (CEO): | | | FY24 AIP Payout: Due to the exceptional financial performance of the Company during the 2024 fiscal year, including record EBITDA, the 2024 AIP achieved a payout of 157% of target. | | ||||||||||||
| | | | | | | | | | ||||||||
| | | Sal. | | | AIP | | | LTIP | | | = 88% at-risk | | ||||
| | | 12% | | | 19% | | | 69% | |
| Target Direct Comp. Mix (other NEO avg.): | | | FY22-FY24 LTIP Payout: Due to the continued long-term financial success of the Company, the LTIP PSU awards granted during the 2022 fiscal year vested at 200% of target for the ROIC PSUs and 200% of target for the EBITDA PSUs, for a total LTIP payout at 200% of target. | | ||||||||||||
| | | | | | | | | | ||||||||
| | | Sal. | | | AIP | | | LTIP | | | = 76% at-risk | | ||||
| | | 24% | | | 22% | | | 54% | | |||||||
| | | | | | | | | |
Notice & Proxy Statement | | | 3 | | | ![]() |
| Shareholder Proposal Regarding Independent Board Chair Policy (Proposal 4) Shareholder Proposal Regarding Greenhouse Gas Emissions Reporting (Proposal 5) | |
| The Board recommends a vote against both shareholder proposals. | |
Notice & Proxy Statement | | | 4 | | | ![]() |
Notice & Proxy Statement | | | 5 | | | ![]() |
Notice & Proxy Statement | | | 6 | | | ![]() |
Notice & Proxy Statement | | | 7 | | | ![]() |
| Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on August 28, 2024 | |
| To attend the virtual Annual Meeting, visit www.virtualshareholdermeeting.com/CASY2024. Information on how to vote at the virtual Annual Meeting is available by contacting Scott Faber, Corporate Secretary at (515) 963-3802, or by writing to us at: Casey’s General Stores, Inc., Corporate Secretary, One SE Convenience Blvd., Ankeny, Iowa 50021. The Notice of Annual Meeting of Shareholders, this Proxy Statement and the Annual Report to Shareholders for the year ended April 30, 2024, are available at http://materials.proxyvote.com/147528. The Company also makes available, free of charge through its website—www.caseys.com, under the “Investor Relations” link at the bottom of each page—this Proxy Statement, the Annual Report to Shareholders, the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after these documents are electronically filed with, or furnished to, the Securities and Exchange Commission (the “SEC”). | |
Notice & Proxy Statement | | | 8 | | | ![]() |
| Board Diversity Matrix (as of July 17, 2024)* | | ||||||||||||
| Total Numbers of Directors | | | 11 | | |||||||||
| | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | | |
| Part 1: Gender Identity | | | | | | | | | | ||||
| Directors | | | 5 | | | 6 | | | — | | | — | |
| Part 2: Demographic Background | | | | | | | | | | ||||
| African American or Black | | | — | | | 1 | | | — | | | — | |
| Alaskan Native or Native American | | | — | | | — | | | — | | | — | |
Notice & Proxy Statement | | | 9 | | | ![]() |
| Board Diversity Matrix (as of July 17, 2024)* | | ||||||||||||
| Total Numbers of Directors | | | 11 | | |||||||||
| | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | | |
| Asian | | | — | | | 1 | | | — | | | — | |
| Hispanic or Latinx | | | 1 | | | 1 | | | — | | | — | |
| Native Hawaiian or Pacific Islander | | | — | | | | | — | | | — | | |
| White | | | 4 | | | 3 | | | — | | | — | |
| Two or More Races or Ethnicities | | | — | | | — | | | — | | | — | |
| LGBTQ+ | | | — | | |||||||||
| Did Not Disclose Demographic Background | | | — | |
* | To see our Board Diversity Matrix from last year, as of July 26, 2023, please see pages 9-10 of our proxy statement filed with the SEC on July 26, 2023. |
Notice & Proxy Statement | | | 10 | | | ![]() |
• | Preside at all executive sessions of the independent directors and at any other meetings of the Board at which the Board Chair is not present, or otherwise at the Board Chair’s request |
• | Serve as interim Board Chair if the Board Chair is unable to perform his or her duties |
• | Participate in establishing, soliciting input from the independent directors for, and approving Board meeting agendas and the Board meeting calendar and schedule, and establish agendas for the executive sessions of the independent directors |
• | Call meetings of the independent directors, if and as appropriate |
• | Provide feedback regarding the quality, quantity, appropriateness and timeliness of information provided to the Board |
• | Advise and recommend outside advisors and consultants who report to the Board, and authorize the retention of those who report directly to the independent directors |
• | Where appropriate, consult with the Chief Legal Officer for advice and counsel in the course of fulfilling the LID’s duties |
• | Serve as an independent contact for independent directors on matters deemed to be best discussed initially with the LID or in other situations where the Board Chair is unavailable |
• | Collaborate with the Board Chair and the NCG Committee, and as appropriate, the Board, to develop and implement the procedures governing the Board’s work |
• | Facilitate the efficient and effective functioning and performance of the Board and its committees, as appropriate |
• | Along with the Board Chair, encourage and facilitate active and candid participation of all directors, including by fostering an environment of open dialogue and constructive feedback among the independent directors that ensures diverse viewpoints of all directors are heard |
• | Facilitate discussion among the independent directors on key issues and concerns outside of Board meetings, in an effort to develop consensus between the independent directors |
• | Serve as the principal liaison between the independent directors and the Board Chair/CEO to facilitate clear communication, respect, and trust |
• | Ensure smooth information flow by providing feedback to the Board Chair regarding issues discussed, views expressed, decisions made, etc. during executive sessions of the independent directors |
• | Participate in discussions with the Board Chair regarding the results of the annual CEO, Board and committee performance evaluations |
• | Meet regularly with the Board Chair outside of Board meetings |
• | Review with the Corporate Secretary the LID responsibilities on an annual basis, and recommend to the Board for approval of any modifications or changes |
• | As deemed appropriate by the Board, be available for consultation and serve as a point of contact for direct communication with shareholders and other key constituents who request communication with independent directors |
Notice & Proxy Statement | | | 11 | | | ![]() |
• | Act as a spokesperson on behalf of the Board in circumstances where it is appropriate for the Board to have a voice independent of management |
• | Help facilitate, and participate in discussions with, the Compensation and Human Capital Committee, and as appropriate the independent directors and the Board, regarding: (i) CEO succession planning, (ii) the annual performance evaluation of the CEO, and (iii) CEO compensation |
• | Help facilitate, and participate in discussions with, the NCG Committee, and as appropriate the independent directors and the Board, regarding: (i) recommendations for Board and committee composition, leadership and development, and Board succession, including the interview and selection process for Board candidates and the chair position for each Board committee; conduct interviews, along with the NCG Chair, of candidates for such positions, and (ii) the Board, committee and director self-assessment process |
Notice & Proxy Statement | | | 12 | | | ![]() |
| Information About the Director Nominees | |
| I = Independent, A = Audit Committee, * = Audit Committee Financial Expert, NCG = Nominating and Corporate Governance Committee, C/HC = Compensation and Human Capital Committee | |
| Nominee | | | Career Highlights | | | Relevant Board Skills | | |||
| ![]() | | | Darren M. Rebelez, 58 Board Chair President and CEO, Casey’s General Stores, Inc. | | | Casey’s General Stores, Inc. President/CEO (2019-Present) IHOP Restaurants (unit of Dine Brands Global) President (2015-2019) 7-Eleven, Inc. EVP/COO (2007-2014) | | | ⯀ Public Company CEO Experience ⯀ Senior Business Operations Leadership ⯀ Consumer Products, Retail ⯀ Real Estate, Development, Construction ⯀ Marketing, Brand Management ⯀ M&A ⯀ Restaurant and Food Service ⯀ Corporate Strategy | |
| Mr. Rebelez, the Company’s President, CEO and Board Chair, brings a wealth of experience as an executive in the convenience store and restaurant industries, most recently as the President of IHOP Restaurants, a unit of Dine Brands Global, Inc., which franchises and operates restaurants under the Applebee’s and IHOP brands. Prior to joining Dine Brands, Mr. Rebelez was employed by 7-Eleven, Inc., a convenience store chain, as Executive VP and COO. Before 7-Eleven, Mr. Rebelez held numerous management roles within ExxonMobil. In 2024, Mr. Rebelez was named by CSP as its “Retailer Leader of the Year.” His wide-ranging experience enables Mr. Rebelez to provide important insights to the Board regarding operations, marketing, digital engagement, product development, management and strategic planning. | | |||||||||
| Director since: 2019, Committees: None, Other public boards: Genuine Parts Company (since 2023), Globe Life (2010-2023) | |
| Nominee | | | Career Highlights | | | Relevant Board Skills | | |||
| ![]() | | | Judy A. Schmeling, 64 (I) Lead Independent Director Former COO, HSN, Inc. and Former President, Cornerstone Brands | | | HSN, Inc. COO (2013-2017) EVP/CFO (2008-2017) EVP/CFO (2002-2008; when known as IAC Retailing) Financial/leadership positions (1994-2002) Cornerstone Brands (a division of HSN) President (2016-2017) | | | ⯀ Senior Business Operations Leadership ⯀ Consumer Products, Retail ⯀ Digital Marketing, E-Commerce ⯀ Capital Markets, Investment Banking, Asset Management, IR ⯀ M&A ⯀ Finance, Accounting, Financial Reporting ⯀ Risk Management ⯀ Corporate Strategy | |
| Ms. Schmeling, the Company’s Lead Independent Director, is a seasoned executive, bringing over 20 years of financial, operational and leadership experience with her from HSN, a leading interactive multichannel retailer and the first television shopping network. She has also served in various roles through multiple corporate transitions, including the spin-off of HSN from IAC and HSN’s integration of additional businesses. Throughout her career as an executive and a director at other public companies, Ms. Schmeling has been at the forefront of new and emerging industries and has developed extensive expertise in accounting/finance, and has significant experience with operations, treasury functions, tax, investor relations and corporate strategy. Ms. Schmeling was also named to the 2020 NACD Directorship 100, a list of directors who promote exemplary board leadership and oversight. | | |||||||||
| Director since: 2018, Committees: NCG, Other public boards: Constellation Brands, Inc. (since 2013), Canopy Growth (since 2018) | |
Notice & Proxy Statement | | | 13 | | | ![]() |
| Nominee | | | Career Highlights | | | Relevant Board Skills | | |||
| ![]() | | | Sri Donthi, 57 (I) Executive VP and Chief Technology Officer, Advance Auto Parts, Inc. | | | Advance Auto Parts, Inc. EVP, CTO (2018-Present) PepsiCo, Inc. SVP/CIO, Frito-Lay, Global e-Commerce (2017-2018), AMENA, Global e-Commerce (2014-2017), Corporate Functions, Global Groups and Technology Services (2011-2014) CIO, PepsiCo Int’l Transformation (2008-2011) Global CTO (2006-2008) VP, Global Infrastructure Management (2004-2006) Motorola Information Technology Management/leadership positions (1994-2004) | | | ⯀ Senior Business Operations Leadership ⯀ Consumer Products, Retail ⯀ Digital Marketing, E-Commerce ⯀ IT, Security ⯀ Corporate Strategy | |
| Mr. Donthi is a seasoned technology executive, bringing more than 20 years of experience leading and developing technology functions and IT infrastructure, and overseeing cybersecurity programs, in the retail and consumer products industries. He has served as Executive VP, Chief Technology Officer of Advance Auto Parts, Inc. a leading automotive aftermarket parts provider, since 2018, where he is responsible for its overall IT organization, technology platforms and related strategic initiatives. Previously, he worked at PepsiCo, Inc. for 14 years in a number of leadership roles, most recently as SVP, CIO – Frito-Lay where his team led a comprehensive effort to digitize their core business, and SVP, CIO – PepsiCo Asia, Middle East and North Africa, where he was responsible for all IT-related services. Before PepsiCo, Mr. Donthi spent 10 years at Motorola in various IT leadership and operational roles. | | |||||||||
| Director since: 2022, Committees: Audit, Other public boards: None | |
| Nominee | | | Career Highlights | | | Relevant Board Skills | | |||
| ![]() | | | Donald E. Frieson, 66 (I) Retired Executive Vice President, Supply Chain, Lowe’s Companies, Inc. | | | Lowe’s Companies, Inc. EVP, Supply Chain (2018-2024) Sam’s Club (division of Walmart) EVP, Operations (2014-2017) SVP, Replenishment, Planning & Real Estate (2012-2014) Massmart Holdings (subsidiary of Walmart) Chief Integration Officer (2011-2012) Walmart, Inc. SVP, Supply Chain Eastern U.S. (2010) President, Central Division (2007-2010) Operational/management positions (1999-2007) | | | ⯀ Senior Business Operations Leadership ⯀ Consumer Products, Retail ⯀ Real Estate, Development, Construction ⯀ Supply Chain, Logistics, Distribution ⯀ Corporate Strategy | |
| Mr. Frieson has over 30 years of sophisticated operations, logistics and supply chain experience, most recently as Executive VP, Supply Chain, of Lowe’s Companies, Inc., the world’s second largest home improvement retailer, where, prior to his retirement in 2024, he was responsible for its distribution centers, logistics, replenishment and planning, transportation and delivery services. Previously, he spent 19 years within the Walmart organization where he was Executive VP of Operations at Sam’s Club, responsible for all club operations, including supply chain, for more than 650 locations in the U.S. and Puerto Rico, and Senior VP of Supply Chain, where he led more than 30 distribution centers that supplied nearly 1,600 stores, supercenters and neighborhood markets. | | |||||||||
| Director since: 2018, Committees: C/HC, NCG, Other public boards: None | |
Notice & Proxy Statement | | | 14 | | | ![]() |
| Nominee | | | Career Highlights | | | Relevant Board Skills | | |||
| ![]() | | | Cara K. Heiden, 68 (I) Retired Co-President, Wells Fargo Home Mortgage | | | Wells Fargo Home Mortgage Co-President (2004-2011) Head of National Consumer Lending (1998-2004) Head of Loan Administration (1994-1997) VP/CFO (1992-1994) Wells Fargo Bank Iowa SVP/CFO (1988-1992) Financial leadership positions (1981-1988) | | | ⯀ Senior Business Operations Leadership ⯀ Consumer Products, Retail ⯀ Marketing and Brand Management ⯀ M&A ⯀ Public Policy, Government Affairs, Regulatory, Compliance, Legal ⯀ Finance, Accounting, Financial Reporting ⯀ Risk Management ⯀ Corporate Strategy | |
| Ms. Heiden has over 20 years of executive leadership experience in the financial services industry, serving in both regional and national roles in the Wells Fargo organization. Her successful financial services career led to her being named multiple times to U.S. Banker magazine’s list of “25 Most Powerful Women in Banking,” and she was elected to the Iowa Business Hall of Fame in 2019. Ms. Heiden’s extensive financial, strategy, marketing, operational, and consumer policy expertise will provide the Board with valuable insight in those key areas. | | |||||||||
| Director since: 2017, Committees: A* (Chair), Other public boards: None | |
| Nominee | | | Career Highlights | | | Relevant Board Skills | | |||
| ![]() | | | David K. Lenhardt, 55 (I) Former President and Chief Executive Officer, PetSmart, Inc. | | | PetSmart, Inc. President/CEO (2013-2015) President/COO (2012-2013) Management/leadership positions (2000-2012) Bain & Company, Inc. Manager (1996-2000) | | | ⯀ Public Company CEO Experience ⯀ Senior Business Operations Leadership ⯀ Consumer Products, Retail ⯀ Capital Markets, Investment Banking, Asset Management, IR ⯀ M&A ⯀ Finance, Accounting, Financial Reporting ⯀ Risk Management ⯀ Corporate Strategy | |
| Mr. Lenhardt is a seasoned executive, bringing over 15 years of operations, services and leadership experience with him from PetSmart, a leading specialty retailer of pet products and services, where he served three years as President and two years as President and CEO. During that time, Mr. Lenhardt successfully completed PetSmart’s strategic review process in 2014, which resulted in the sale of PetSmart to BC Partners for $8.7 billion in 2015, representing the highest equity valuation in its history. Prior to PetSmart, Mr. Lenhardt served as manager of Bain & Company, Inc., where he led consulting teams for retail, technology and e-commerce clients. | | |||||||||
| Director since: 2018, Committees: A*, NCG (Chair), Other public boards: None | |
| Nominee | | | Career Highlights | | | Relevant Board Skills | | |||
| ![]() | | | Maria Castañón Moats, 56 (I) Retired Partner, PricewaterhouseCoopers, LLP | | | PricewaterhouseCoopers, LLC Partner (2004-2024) Leader, Governance Insights Center (2021-2024) Vice-Chair, Mexico & US Assurance Leader (2016-2019) Chief Diversity Officer (2011-2016) Associate/Manager positions (1994-2004) | | | ⯀ Senior Business Operations Leadership ⯀ Consumer Products, Retail ⯀ M&A ⯀ Finance, Accounting, Financial Reporting ⯀ Corporate Strategy | |
| Ms. Castañón Moats is a seasoned public accounting and governance leader, bringing over 30 years of experience from PricewaterhouseCoopers, LLP (PwC), an international accounting and professional services firm. As a partner in the firm for over 20 years, Ms. Castañón Moats led PwC’s Governance Insights Center from 2021 to 2024, and held previous leadership roles as its Vice-Chair, Mexico & US Assurance Leader from 2016 to 2019, where she oversaw PwC’s national assurance practice and served on its US and Global Assurance Executive leadership teams, and was PwC’s Chief Diversity Officer from 2011 to 2016. Throughout her career, Ms. Castañón Moats regularly provided accounting, financial reporting, investigations and M&A services to both private and public clients across the retail, consumer and industrial products industries, and was named as number two on Fortune magazine’s inaugural “50 Most Powerful Latina’s List.” | | |||||||||
| Director since: 2024, Committees: A*, Other public boards: None | |
Notice & Proxy Statement | | | 15 | | | ![]() |
| Nominee | | | Career Highlights | | | Relevant Board Skills | | |||
| ![]() | | | Larree M. Renda, 66 (I) Retired Executive VP, Safeway, Inc. | | | Safeway, Inc. EVP (1999-2015) SVP (1994-1999) Management/leadership positions (1974-1994) | | | ⯀ Senior Business Operations Leadership ⯀ Consumer Products, Retail ⯀ Real Estate, Development, Construction ⯀ Digital Marketing, E-Commerce ⯀ Marketing, Brand Management ⯀ Public Policy, Government Affairs, Regulatory, Compliance, Legal ⯀ Risk Management ⯀ Corporate Strategy | |
| Ms. Renda is a distinguished, 40-year veteran of the retail grocery industry, including over two decades in senior and executive leadership positions at Safeway, a U.S. supermarket chain. Her diverse responsibilities included retail strategy, labor relations, public affairs, communications, government relations, health initiatives, human resources, corporate social responsibility and sustainability, philanthropy, IT, construction and real estate. In her early career at Safeway, Ms. Renda earned the distinction of being the youngest store manager, district manager and retail operations manager in Safeway’s history. She was also the first female and youngest person promoted to Senior VP, and subsequently became Safeway’s first female Executive VP. Ms. Renda was twice voted as one of the “50 Most Influential Women in Business” by Fortune magazine. | | |||||||||
| Director since: 2014, Committees: C/HC (Chair), Other public boards: International Speedway (2015-2019), Ross Stores, Inc. (2020-2024) | |
| Nominee | | | Career Highlights | | | Relevant Board Skills | | |||
| ![]() | | | Michael Spanos, 59 (I) COO, Delta Air Lines, Inc. | | | Delta Air Lines, Inc. COO (2023-Present) Six Flags Entertainment, Inc. President/CEO (2019-2021) PepsiCo, Inc. CEO, Asia, Middle East and North Africa (2018-2019) President/CEO, Greater China Region (2014-2018) SVP/CCO, North America Beverages (2011-2014) Management/leadership positions (1993-2011) | | | ⯀ Public Company CEO Experience ⯀ Senior Business Operations Leadership ⯀ Consumer Products, Retail ⯀ Digital Marketing, E-Commerce ⯀ Marketing, Brand Management ⯀ Supply Chain, Logistics, Distribution ⯀ Capital Markets, Investment Banking, Asset Management, IR ⯀ Public Policy, Government Affairs, Regulatory, Compliance, Legal ⯀ Finance, Accounting, Financial Reporting ⯀ Risk Management ⯀ Corporate Strategy | |
| Mr. Spanos, currently COO of Delta Air Lines, Inc., one of the world’s largest airlines, is a seasoned global executive, bringing over 25 years of frontline leadership, strategy, operations, and retail consumer products experience to the Board. From 2019-2021, Mr. Spanos was the President and CEO of Six Flags Entertainment, Inc., a leading entertainment provider, where he guided the company through the pandemic and a digital and customer-focused transformation. Prior to Six Flags, Mr. Spanos served as the Chief Executive Officer, Asia, Middle East and North Africa, of PepsiCo, Inc., a leading global food and beverage company, from January 2018 to November 2019. Mr. Spanos previously served as interim head of PepsiCo, Inc.’s Asia, Middle East and North Africa division from October 2017 to January 2018 and as President and Chief Executive Officer, PepsiCo Greater China Region, from September 2014 to January 2018. Prior to that, Mr. Spanos served as Senior Vice President and Chief Customer Officer, PepsiCo North America Beverages from October 2011 to September 2014. Mr. Spanos previously held management roles of increasing responsibility at PepsiCo, Inc. since 1993 in North America, Europe, Asia, and the Middle East. | | |||||||||
| Director since: 2022, Committees: C/HC, Other public boards: Six Flags Entertainment (2019-2021) | |
Notice & Proxy Statement | | | 16 | | | ![]() |
| Nominee | | | Career Highlights | | | Relevant Board Skills | | |||
| ![]() | | | Gregory A. Trojan, 65 (I) Former CEO, BJ’s Restaurants, Inc. | | | BJ’s Restaurants, Inc. CEO (2013-2022) President (2012-2018) Guitar Center, Inc. President/CEO (2010-2012) President/COO (2007-2010) House of Blues Entertainment, Inc. CEO (1998-2006) President (1996-1998) | | | ⯀ Public Company CEO Experience ⯀ Senior Business Operations Leadership ⯀ Consumer Products, Retail ⯀ Restaurant and Food Service ⯀ Real Estate, Development, Construction ⯀ Marketing, Brand Management ⯀ M&A ⯀ Finance, Accounting, Financial Reporting ⯀ Corporate Strategy | |
| Mr. Trojan has over 25 years of experience leading national restaurant, retail and consumer products companies. He most recently served as CEO, and is currently a director of, BJ’s Restaurants, Inc., the owner and operator of over 200 casual dining restaurants throughout the U.S., where he also served as President from 2012 through 2018. Mr. Trojan was previously employed by Guitar Center, Inc., a leading retailer of musical instrument products, where he served as President, CEO and director from 2010 to 2012 and as President, COO and director from 2007 to 2010. From 1998 to 2006, Mr. Trojan served as CEO of House of Blues Entertainment, Inc., an operator of restaurant and music venues, concerts and media properties, having served as President from 1996 to 1998. Prior to that, he held various positions with PepsiCo, Inc. from 1990 to 1996, including service as CEO of California Pizza Kitchen, Inc. when it was owned by PepsiCo. Earlier in his career, Mr. Trojan was a consultant at Bain & Company, the Wharton Small Business Development Center and Arthur Andersen & Company. | | |||||||||
| Director since: 2021, Committees: C/HC, Other public boards: Oakley, Inc. (2005-2007), Domino’s Pizza, Inc. (2010-2017), BJ’s Restaurants, Inc. (Since 2012) | |
| Nominee | | | Career Highlights | | | Relevant Board Skills | | |||
| ![]() | | | Allison M. Wing, 57 (I) CEO, Oobli, Inc. | | | Oobli, Inc. CEO (2021-Present) Bright Health Chief Consumer Officer (2019-2021) Chief Marketing/Digital Officer (2018-2019) Ascena Retail Group, Inc. CMO and EVP, Digital (2014-2017) giggle, Inc. Founder, CEO and Chairperson (2004-2014) | | | ⯀ Senior Business Operations Leadership ⯀ Consumer Products, Retail ⯀ Digital Marketing, E-Commerce ⯀ Marketing, Brand Management ⯀ Public Policy, Government Affairs, Regulatory, Compliance, Legal ⯀ M&A ⯀ IT, Security ⯀ Corporate Strategy | |
| Ms. Wing has over 25 years of experience leading growth, brand & strategy across consumer, retail & technology companies. Ms. Wing is currently CEO of Oobli, Inc., a venture-backed food biotechnology & consumer products company. Prior to Oobli, Ms. Wing was Chief Consumer Officer for Bright Health, a venture-backed health technology services company as the company grew from $200m to over $3B in revenues. Previously, at Ascena Retail Group, Ms. Wing was a Chief Marketing Officer & EVP of Digital for a public portfolio of retail brands with more than 5,000 stores. Ms. Wing founded & led giggle, Inc. a omni-channel retailer & manufacturer of consumer products with more than 750 retail locations. Early in her career, Ms. Wing worked for Nike progressing through marketing & corporate development roles followed by several years in Silicon Valley leading growth, brand & product across a variety of technology companies. Ms. Wing practiced law as a corporate securities attorney, has her JD & MBA from Northwestern University & has been recognized by Women’s, Inc. among its Top 100 Corporate Board of Directors. | | |||||||||
| Director since: 2018, Committees: C/HC, Other public boards: Bazaarvoice, Inc. (2017-2018), Christopher & Banks Corporation (2019-2021) | |
Notice & Proxy Statement | | | 17 | | | ![]() |
| BOARD COMPOSITION – DIRECTOR NOMINEES | | ||||||||||||
| 10 of 11 Director Nominees Independent | | | 45% Female Director Nominees | | | 36% Racial/Ethnic Diversity of Nominees | | | Comprehensive Board Enhancements | | | Robust Lead Independent Director Duties | |
| Only non-independent director is Darren M. Rebelez, Board Chair and President/CEO | | | 5 of 11 director nominees female, including Audit and Comp./Human Capital Chairs and Lead Independent Director | | | 4 of 11 director nominees with racial/ethnic diversity, including Board Chair | | | 9 new directors since 2018, including Ms. Castañón Moats in July of 2024 | | | Significantly enhanced LID responsibilities/duties, as set forth in the Guidelines (see the “Board Leadership” section, above) | |
| Additional Information | | ||||||||||||
| Diversity: The Company has a long history of gender and racial/ethnic diversity on its Board and has been recognized several times by the Women’s Forum of New York and others as a leader in Board diversity. Board Enhancements: In July 2024, the Board added Ms. Castañón Moats as an independent director. Board Chair/Lead Independent Director: The Board has no fixed policy with respect to the combination of the positions of Board Chair and CEO, as the Board believes that it is in the best interests of the Company and its shareholders for the Board to assess the Board leadership structure in light of the circumstances then existing. If the Board Chair is not an independent director, the independent directors will designate a lead independent director, selected from the independent directors, who will carry out those duties as set forth in the Guidelines. Over the course of its 2023 fiscal year, the NCG Committee and the Board conducted a detailed analysis and thoroughly discussed the relative benefits of combining the Board Chair and CEO roles versus retaining separate roles. After considering the perspectives of our independent directors, peer company practices and governance considerations, the Board unanimously elected Mr. Rebelez, our President and CEO, as Board Chair effective June 2, 2023, in anticipation of the approaching retirement of the Company’s prior Board Chair, H. Lynn Horak. The Board believes that Mr. Rebelez’s inclusive leadership style, exceptional track record of success since his appointment as President and CEO in 2019, and deep understanding of the Company’s business, growth opportunities and challenges, makes him uniquely qualified to provide strong and effective leadership to the Board, foster a collaborative relationship between the Board and management, and promote alignment of the Company’s long-term strategic plan with its operational and financial execution. In addition, the independent directors reaffirmed the Board’s commitment to empowered and active independent Board leadership by unanimously electing Ms. Schmeling as LID, also effective June 2, 2023. Ms. Schmeling was elected after a detailed, thorough and formal evaluation and selection process, led by the NCG Committee. The NCG Committee determined that her exceptional mix of strategic management skills and executive and outside board leadership experience (including outside board chair experience) was ideal for the role and responsibilities of LID and to serve as the primary liaison between the Board and management going forward. The position of LID will be evaluated by the NCG Committee, and elected by the independent directors, on an annual basis, taking into consideration the needs of the Board and the Company at such time. The role itself has a clear mandate, significant authority and well-defined and robust responsibilities/duties under the Guidelines, which were significantly enhanced as part of the analysis and evaluation process set forth above, and which are set forth above in the section entitled “Proposal 1: Election of Directors–Board Leadership.” For more information on the Board leadership transition, see the “Board Leadership” section, above. | |
Notice & Proxy Statement | | | 18 | | | ![]() |
| SHAREHOLDER RIGHTS | | ||||||||||||
| Annual Elections | | | Majority Voting in Uncontested Elections | | | Proxy Access | | | Annual Say-On-Pay Advisory Vote | | | Single Voting Class of Securities | |
| All nominees stand for annual election | | | Nominees are subject to a majority voting standard | | | 3/3/20/20 proxy access structure | | | Last year’s say-on-pay received 97.6% approval | | | No dual class or other preferred voting | |
| Additional Information | | ||||||||||||
| Mandatory Resignation Policy/Contested Elections: The Guidelines provide that any nominee in an uncontested election who does not receive more votes cast “for” than “against” election/re-election (a “Majority Vote”) is expected to tender his or her resignation as a director. In order to be nominated, candidates must agree to tender irrevocable resignations that will be effective upon (i) the failure to receive a Majority Vote at the next annual meeting at which they face re-election, and (ii) Board acceptance of such resignation. If an incumbent director fails to receive a Majority Vote, the NCG Committee will act on an expedited basis to determine whether to accept the resignation and will submit such recommendation for prompt consideration by the Board. Each of the NCG Committee and the Board may consider any factors they deem relevant. Thereafter, the Board will promptly disclose its decision-making process and decision regarding the resignation offer on a Form 8-K furnished to the SEC. In a contested election (i.e. the Company receives a notice that a shareholder has nominated a person for election to the Board in compliance with the requirements set forth in the Company’s Bylaws (the “Bylaws”), and such nomination has not been withdrawn on or prior to the day next preceding the date the Company first mails its notice for such meeting to the shareholders) directors will be elected by a plurality of the votes cast. Proxy Access: A shareholder or a group of up to 20 eligible shareholders owning 3% or more of the Company’s outstanding shares of Common Stock continuously for at least three years may nominate and include in the Company’s annual meeting proxy materials, for any annual meeting of shareholders at which directors are to be elected, director nominees constituting up to the greater of (i) 20% of the total number of directors of the Company, or (ii) two individuals; provided that the nominating shareholder(s) and nominee(s) satisfy the requirements described in the Bylaws. | |
| ACCOUNTABILITY | | |||||||||
| Strong Anti-Hedging and Pledging Policy | | | Compensation Recovery Policy | | | Meaningful Stock Ownership Requirements | | | Robust Code of Conduct/Ethics | |
| Hedging and pledging of Company stock is prohibited | | | Shall seek reimbursement of incentive payments in the case of certain financial restatements | | | Director: 5x cash retainer CEO: 5x base salary Chief/SVP: 3x base salary VP: 2x base salary | | | All directors and officers bound by a robust Code of Business Conduct and Ethics | |
| Additional Information | | |||||||||
| Hedging/Pledging: Directors, officers, designated key employees and those designated as “ Compensation Recovery (“Clawback”) Policy: In addition to any other remedies available under law, the Company shall recoup, in all appropriate circumstances and in accordance with applicable law, any incentive payment made to an executive officer or former executive officer whenever (i) the payment was based upon achieving certain financial results that were subsequently the subject of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws (other than changes to historical financial statements that do not represent error corrections including a restatement caused by a change in applicable accounting rules or interpretations), and (ii) a lower payment would have been made to the executive officer or former executive officer based on the restated financial results. The Company will, to the extent practicable, recoup from the executive officer the amount by which the incentive payments for the recoverable period exceeded the lower payment that would have been made based on the restated financial results. Stock Ownership: Within five years of joining the Board, directors must accumulate share holdings of at least five times the annual cash retainer for non-Board Chair directors (excluding committee retainers) (the retainer for the 2024 fiscal year was $90,000, for a total ownership requirement of $450,000). Within five years of hire or promotion to their respective positions, the CEO and other all other officers must accumulate share holdings of a multiple of their base salary, as follows: CEO, 5x base salary; Chief/SVP, 3x base salary; and VP, 2x base salary. Restricted stock, unvested service-based restricted stock units (RSUs) and vested 401K Plan shares count towards the requirement, however performance-based restricted stock units (PSUs) and stock options do not count. All of the NEOs have met their respective ownership requirement. | |
Notice & Proxy Statement | | | 19 | | | ![]() |
| BOARD PRACTICES | | ||||||||||||
| Regular Board and Committee Self-Assessments | | | Director Over-Boarding Limits | | | Strong Corporate Governance Guidelines | | | Regular Executive Sessions | | | Meaningful Director Age/Tenure Limits | |
| Comprehensive self-assessments during the 2024 fiscal year | | | May not serve on more than two other public company boards | | | Key governance practices/framework for the Board and committees | | | The Board held five executive sessions during the 2024 fiscal year | | | Absent good reason, tenure limit of 15 years and/or age limit of 75 years | |
| Additional Information | | ||||||||||||
| Over-Boarding: Under the Guidelines, directors may not serve on more than two other public company boards. In addition, service on the boards of not-for-profit organizations or other entities that may require a similar time commitment must be disclosed and be acceptable to the Board. In addition, outside board service is required to be disclosed to the Board Chair and NCG Committee Chair prior to acceptance in order to comply with these limits and avoid any conflicts of interest. Executive Sessions: The Guidelines require a minimum of two executive sessions, led by the LID, in which only the independent directors are present, to be held each year in conjunction with regularly scheduled Board meetings. It is the Board’s current practice to hold at least one executive session in conjunction with every regularly scheduled Board meeting. Age/Tenure Limits: Individual directors will generally not stand for re-election after completing 15 years of service on the Board or after reaching 75 years of age, subject to extension at the discretion of the Board. | |
| SHAREHOLDER ENGAGEMENT | | ||||||
| Regular and Direct Shareholder Engagement | | | Regular Investor Conference Attendee and Participant | | | Director Attendance at the Annual Meeting | |
| During the 2024 fiscal year, the Company directly engaged with shareholders representing over 50% of our outstanding shares | | | Participation and presentations are made available to the public via live webcast | | | All directors are required to attend the annual shareholders’ meeting and be available to answer questions | |
| Additional Information | | ||||||
| Engagement The Company embraces shareholder engagement as an important tenet of good corporate governance, which promotes the long-term interests of our shareholders. As part of this commitment, the Company regularly and actively engages with shareholders and other investors and stakeholders to solicit input, better understand their viewpoints, answer questions and discuss our performance and strategic plan. In addition, during the 2024 fiscal year, the Company directly engaged with the ESG/sustainability groups at a number of shareholders to discuss and solicit feedback on the Company’s ESG efforts, its ongoing carbon/GHG emissions calculations and its general ESG disclosure process and timeline. Director Attendance at Annual Meetings: The Company is committed to ensuring that shareholders be afforded the same rights and opportunities to participate at the virtual Annual Meeting as they would at an in-person meeting. As such, shareholders are able to submit questions to the Board during the Annual Meeting by following the question prompts on the meeting website and typing the question into the space provided therefor. | |
Notice & Proxy Statement | | | 20 | | | ![]() |
| SUSTAINABILITY | | ||||||
| Fourth Annual Sustainability Report Published in July 2024 | | | Board-Level Oversight of ESG | | | Sustainability Committee | |
| The Company published its fourth annual sustainability report in July 2024 which outlines our current environmental, social and governance initiatives, practices and objectives | | | Under its written charter, the NCG Committee has Board-level oversight responsibilities for the Company’s ESG-related efforts and reporting | | | Cross-functional sustainability committee that meets on a quarterly basis to discuss and strategize the Company’s ESG-related efforts and disclosures | |
| Additional Information | | ||||||
| FY24 Highlights: The Company has taken several steps forward along our sustainability journey this past year, highlighted by the following: ⯀ Published our fourth annual sustainability report in July 2024 – available on the Company’s website (www.caseys.com) under the “Investor Relations” link – prepared in accordance with the standards published by the Sustainability Accounting Standards Board (SASB), which also identified the United Nations Sustainable Development Goals (SDGs) that we believe best align with our business activities and key priority areas. ⯀ In our 2024 sustainability report, reported our second year of Scope 1 and Scope 2 GHG emissions, and reported our first year of certain Scope 3 GHG emissions. ⯀ Increased our electric vehicle (EV) infrastructure to 170 charging stations at 37 locations across the Midwest – a 23% increase in chargers from the 2023 fiscal year. ⯀ Blended approximately 89% of all fuel we sell with renewable fuel – a 2% increase from the prior year, which is available for purchase at almost all stores; biodiesel is available at almost half of our stores. ⯀ Installed solar panels on 82 of our refrigerated trailers to provide an alternative source of energy with an additional 133 trailers slated for installation this fiscal year. Solar panels are now standard on new trailers. ⯀ Finalized plans to install “shore power” at our distribution centers, allowing certain trucks parked at our distribution centers to idle without burning diesel fuel. ⯀ Participated in community solar gardens at 45 stores – up from 30 in the prior year, where we commit to purchase an amount of solar- and wind-generated energy from the garden, resulting in an environmental offset of 25%-100% of the energy usage for participating stores. ⯀ Launched a pilot energy management system at 50 stores. ⯀ Generated, on average, nearly 1,700 kilowatt-hours of electricity per day during fiscal 2024 from the 1,408 solar panels on our third and newest distribution center in Joplin, Missouri (this energy output supports the refrigeration needs of the facility, which accounts for most of its electrical load, reducing the amount of purchased electricity needed from the grid). In addition, we are in the process of evaluating solar power at our other two distribution centers. ⯀ Engaged with several of our largest shareholders specifically to discuss sustainability-related topics, including the process of, and progress on, our sustainability journey, opportunities, and the associated timeline. The 2024 sustainability report, as published, incorporates five areas fundamental to our business, as follows: | |
| | | | | | |||||||||||||||
| | | Responsible Business Practices | | | Our Team | | | Our Guest Experience | | | Our Communities | | | Our Environmental Commitment | | | | ||
| | | We are committed to sound corporate governance and ethical practices, building long-term value for our shareholders and trust with all stakeholders | | | We strive to provide an environment where our team members are treated with respect, dignity and integrity, supporting growth and development in their individual roles and as a team | | | We are passionate about providing an excellent guest experience | | | Casey’s strives to make life better for communities and guests every day | | | We are committed to advance environmental practices that reduce the impact of our operations | | | | ||
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Notice & Proxy Statement | | | 21 | | | ![]() |
| Information About the Board Committees | |
| (I) = Independent under Nasdaq Listing Standards, ACFE = Audit Committee Financial Expert under Item 407(d)(5) of Reg. S-K | |
| AUDIT COMMITTEE | | |||||||||||||||
| Committee Members ✔ 100% Independent | | | ![]() Cara K. Heiden – Chair (I), ACFE | | | ![]() Sri Donthi (I) | | | ![]() David K. Lenhardt (I), ACFE | | | ![]() Maria Castañón Moats (I), ACFE | | | ![]() Michael Spanos (I), ACFE | |
| The Audit Committee is directly responsible for the appointment, termination, compensation, evaluation and oversight of the independent registered public accounting firm it retains to audit the Company’s books and records. Under its written Charter, the Audit Committee also regularly reports to the Board on the audit and the non-audit activities of the auditors, approves all audit engagement fees, pre-approves any non-audit engagement and compensation of the independent registered public accounting firm, discusses with management major financial risk exposures, correspondence with regulators or government agencies and material legal matters, and performs other duties as set forth in its Charter. In addition, the Committee takes a primary role in the Board’s oversight of the Company’s cybersecurity and food safety programs. The Audit Committee meets regularly each year with financial management personnel, internal accounting and auditing staff and the independent registered public accounting firm. The agenda for each regularly scheduled meeting has separate executive sessions for the Audit Committee and each of the CFO, the Director of Internal Audit and the independent registered public accounting firm. | |
| FY24 Meetings – 5 | | | Audit Committee Charter at www.caseys.com (Investor Relations link) | | | Audit Committee Report – p. 65 | |
Notice & Proxy Statement | | | 22 | | | ![]() |
| COMPENSATION AND HUMAN CAPITAL COMMITTEE | | ||||||||||||
| Committee Members ✔ 100% Independent | | | ![]() Larree M. Renda – Chair (I) | | | ![]() Donald E. Frieson (I) | | | ![]() Gregory A. Trojan (I) | | | ![]() Allison M. Wing (I) | |
| The Compensation and Human Capital Committee (“C/HC Committee”) oversees our executive and director compensation program, engages in succession planning for the CEO and other executive officer positions and takes a primary role in the Board’s oversight of the Company’s diversity, equity and inclusion efforts. The C/HC Committee annually reviews the performance of the CEO and the CEO’s evaluation of the Company’s other executive officers and their compensation arrangements and makes recommendations to the Board concerning the compensation of the CEO, and decisions on the compensation of the Company’s other executive officers. Its determinations and deliberations of the CEO’s compensation are done in executive session, without the presence of management, including the CEO. The CEO makes recommendations regarding the compensation of the other executive officers, and participates in such deliberations, but shall not vote to approve any compensation for such executive officers. The C/HC Committee also administers the 2018 Stock Incentive Plan and may authorize awards of stock options, restricted stock units, performance-based restricted stock units, restricted stock and other awards to the executive officers and other key employees under that plan. In addition, the C/HC Committee engages in succession planning for the CEO and other executive officers and makes recommendations to the Board with respect to such matters. The C/HC Committee also periodically reviews the compensation of directors. Under its written Charter, the C/HC Committee has authority to retain and terminate executive compensation consulting firms to advise the C/HC Committee and, from time to time, retain compensation consultants and outside counsel to assist with the C/HC Committee’s review and development of its compensation recommendations. | |
| FY24 Meetings – 5 | | | C/HC Committee Charter at www.caseys.com (Investor Relations link) | | | C/HC Committee Report – p. 44 | |
| NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | | |||||||||
| Committee Members ✔ 100% Independent | | | ![]() David K. Lenhardt – Chair (I) | | | ![]() Donald E. Frieson (I) | | | ![]() Judy A. Schmeling (I) | |
| The NCG Committee generally reviews and makes recommendations to the Board regarding its composition and structure, establishes criteria for Board membership and evaluates policies relating to the recruitment of Board members, recommends to the Board the corporate governance policies or guidelines, leads the Board in a periodic review of the Board’s performance, provides Board-level oversight of the Company’s sustainability efforts and reporting, and performs other duties set forth in its written Charter. The Charter sets forth, among other things, the minimum qualifications that the NCG Committee has determined must be met by a Committee-recommended nominee, and the specific qualities or skills that the NCG Committee believes are necessary for one or more of the Company’s directors to possess. In particular, the NCG Committee Charter provides that, because the Board depends both on (i) the character, judgment, objectivity and diverse experience of its individual directors and (ii) their collective strengths, the Board should be composed of directors with the following characteristics: | | |||||||||||||||||||||
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| | | Director Characteristics | | | | |||||||||||||||||
| | | A variety of experience and backgrounds | | | Independent under the applicable SEC and listing standards | | | | ||||||||||||||
| | | Represent the balanced, best interests of the shareholders as a whole rather than special interest groups or constituencies, while taking into consideration the overall composition/needs of the Board | | | The highest character and integrity, have experience at or demonstrated understanding of strategy/policy-setting and a reputation for working constructively with others | | | | ||||||||||||||
| | | Free of any conflict of interest which would interfere with the proper performance of the responsibilities of a director | | | Sufficient time available to devote to the affairs of the Company in order to carry out the responsibilities of a director | | | | ||||||||||||||
| | | High level managerial experience in a relatively complex organization or are accustomed to dealing with complex problems | | | | |||||||||||||||||
| The NCG Committee considers a number of factors in making nominee recommendations to the Board, including, among other things: | | |||||||||||||||||||||
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| | | Other Factors of Consideration | | | | |||||||||||||||||
| | | Employment and other professional experience, including other board experience | | | Past expertise and involvement in areas which are relevant to the Company | | | Business ethics and professional reputation | | | | |||||||||||
| | | The Company does not have a formal diversity policy for director nominees, but the NCG Committee considers traditional diversity and diversity of viewpoint, experience, background and other qualities in its overall consideration of nominees qualified for election to the Board | | | | |||||||||||||||||
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Notice & Proxy Statement | | | 23 | | | ![]() |
| Although the Board evaluates a wide range of qualifications and experience, certain areas are of particular relevance to the Company, including, among other things: | | |||||||||||||||||||||
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| | | Skills and Qualifications | | | | |||||||||||||||||
| | | Senior business operations leadership | | | Consumer products and retail | | | Real estate, development and construction | | | | |||||||||||
| | | Digital marketing and e-commerce | | | Marketing and brand management | | | Supply chain, logistics and distribution | | | | |||||||||||
| | | Capital markets, investment banking, asset management and investor relations | | | Public policy and governmental affairs, regulatory compliance and legal | | | Information technology and cybersecurity | | | | |||||||||||
| | | Mergers and acquisitions | | | Finance, accounting and financial reporting | | | Risk management | | | | |||||||||||
| | | Public company CEO experience | | | Restaurant and food service | | | Corporate strategy | | |||||||||||||
| In considering individuals for nomination as directors, the NCG Committee typically solicits recommendations from the current directors and their professional networks and is authorized to, and regularly does, engage search firms to assist in the process. | | |||||||||||||||||||||
| The NCG Committee will consider nominees recommended by shareholders if they are submitted in accordance with the Bylaws, which contain specific advance notice procedures relating to shareholder nominations of directors and other business to be brought before an annual or special meeting of shareholders other than by or at the direction of the Board. Under the Bylaws, a shareholder may nominate a director candidate for election at an annual shareholders’ meeting by (i) complying with the Company’s proxy access provision, described above in the section entitled “Governance of the Company–Shareholder Rights,” and as set forth in the Bylaws, or (ii) delivering written notice to the Corporate Secretary not less than 90 days, nor more than 120 days, prior to the first anniversary date of the date of the immediately preceding annual shareholders’ meeting. For shareholder nominations to be considered at the 2025 annual meeting under method (ii) (including nominations for inclusion on a universal proxy card under Rule 14a-19 of the Exchange Act), notice must be received by the Corporate Secretary no earlier than April 30, 2025, and no later than May 30, 2025. In addition, the notice must set forth certain information concerning such shareholder and the nominee(s), including but not limited to the information required under Article III of the Bylaws, and if applicable, Rule 14a-19. The chair of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the Bylaws. A copy of the Bylaws may be obtained by request addressed to Scott Faber, Corporate Secretary, Casey’s General Stores, Inc., One SE Convenience Blvd., Ankeny, Iowa 50021. | |
| FY24 Meetings – 4 | | | NCG Committee Charter at www.caseys.com (Investor Relations link) | | | Governance of the Company – pp. 18-21 | |
Notice & Proxy Statement | | | 24 | | | ![]() |
| Board of Directors | |
↑ | | | | | ↑ | | | | | ↑ | | | | | ↑ |
| | | | | | | | | | | | | |
| Director of Enterprise Risk Management (Internal/management) | | | ← → | | | CISO and Director of Food Safety (Internal/management) | | | ← → | | | CEO/Senior Leadership Team (Internal/management) | | | ← → | | | Board Committees (Board of Directors) | |
| Additional Information | | ||||||||||||||||||
| Management: The Director of Enterprise Risk Management (“ERM Director”), who reports to the Chief Legal Officer, monitors ongoing enterprise risks and evaluates emerging risks to the Company. As part of their risk oversight responsibilities, the ERM Director regularly presents to the Company’s senior leadership team, the Audit Committee and/or the Board. The Chair of the Audit Committee is invited to these ERM Director presentations, regardless of the audience. Areas of focus for risk include, but are not limited to, cybersecurity, food safety, economic, supply chain, operational, financial, personnel, legal, regulatory, compliance, health and safety, environmental, political, reputational, and other emerging risks. Cybersecurity: The Chief Information Security Officer (“CISO”), who reports to the Chief Information Officer, provides strategic leadership and direction for the Company’s information security function and leads a cybersecurity team dedicated to safeguard IT and related operations across the Company and its operations. In addition to overseeing security operations, incident management and security engineering, the CISO and security team are also responsible for certain areas of Sarbanes-Oxley (SOX) and Payment Card Industry (PCI) compliance, and the CISO, along with the VP, Deputy General Counsel, leads the Company’s cyber incident response governance team, a cross-functional group dedicated to rapid and coordinated recovery and response in the event of a material cyber incident. As part of their risk oversight responsibilities, the CISO regularly presents to the Company’s senior leadership team, the Audit Committee and/or the Board. Food Safety: The Director of Food Safety (“DFS”), who reports to the Chief Legal Officer, leads a team responsible for enterprise food safety risks, including those related to food suppliers, our transportation, storage and handling of food and the safe preparation of prepared food items at our stores. In addition, they are involved with the development of related training for distribution and store Team Members and working with the Company’s third-party food safety audits, which occur regularly at our stores. As part of their risk oversight responsibilities, the DFS regularly presents to the Company’s senior leadership team, the Audit Committee and/or the Board. Board Committees: The Board committees also provide assistance to the Board in fulfilling its oversight responsibilities in certain areas of risk, each of which has the responsibility to provide oversight and to engage management and the Board with regard to the Company’s principal operating and business risks. The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to financial reporting, internal controls, and financial risks, and in addition, takes a leading role in the oversight of cybersecurity and food safety risks. The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from the Company’s compensation policies and practices (including an annual risk assessment thereof), the annual incentive compensation program and clawback policies, CEO and executive officer succession planning risks and diversity, equity and inclusion matters. The NCG Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with Board and committee membership, structure and succession, and the monitoring of corporate governance issues, including oversight of ESG matters, and the development of recommendations to address evolving best practices in those areas. All committees report to the full Board as to each committee’s activities and matters discussed and reviewed at the committee meetings. In addition, all directors are encouraged to participate in external education courses to keep apprised of current issues, including evolving areas of risk. | |
Notice & Proxy Statement | | | 25 | | | ![]() |
| Executive Officers | | ||||||||||||
| Name and Current Office Held | | | Recent Employment History | | | Became Executive Officer | | | Age | | |||
| ![]() | | | Darren M. Rebelez President and CEO | | | Mr. Rebelez served as President of IHOP Restaurants (a unit of Dine Brands Global, Inc.) from 2015-2019, where he developed and implemented digital strategies to connect guests via mobile platforms and online channels and grew the brand to become the largest full-service restaurant concept in the United States by unit count. He previously was employed by 7-Eleven as Executive VP and COO from 2007-2014. Mr. Rebelez is also a veteran of the United States Army. | | | 2019 | | | 58 | |
| ![]() | | | Stephen P. Bramlage, Jr. Chief Financial Officer | | | Mr. Bramlage served as Executive VP and CFO at Aramark from 2015-2020, where he directed finance, M&A, supply chain and procurement, IT and risk management and safety. He previously was employed by Owens-Illinois, Inc. from 2006-2015, serving as Senior VP and CFO from 2012-2015. | | | 2020 | | | 53 | |
| ![]() | | | Ena Williams Chief Operating Officer | | | Ms. Williams served as CEO at National HME, Inc. from 2019-2020, and Senior VP and Head of International and other senior management roles at 7-Eleven, Inc., from 2008-2018, where she directed global functions, including merchandising, marketing, logistics, human resources and financial analysis, in addition to global operations, licensing and expansion. | | | 2020 | | | 55 | |
| ![]() | | | Thomas P. Brennan Chief Merchandising Officer | | | Mr. Brennan served as COO at CKE Restaurants Holdings, Inc. (the parent of Carl’s Jr. and Hardee’s) from 2017-2019, where he was responsible for the operations and support of over 3,000 restaurants across the United States, and a number of VP roles at 7-Eleven, Inc. from 2012-2017. Mr. Brennan is also a veteran of the United States Army. | | | 2019 | | | 49 | |
| ![]() | | | Chad M. Frazell Chief Human Resources Officer | | | Mr. Frazell served as Senior VP-Human Resources at Tractor Supply Co. from 2014-2020, where he was responsible for all of the organization’s Human Resources functions, including benefits, compensation, employee relations, HR compliance, HRIS, organization development and design, payroll, relocation, talent acquisition, and talent development. | | | 2020 | | | 52 | |
| ![]() | | | Katrina S. Lindsey Chief Legal Officer | | | Ms. Lindsey served as SVP-Deputy General Counsel, Chief Compliance Officer and Assistant Corporate Secretary at Office Depot Inc. (a subsidiary of the ODP Corporation) from 2017-2021, where she directed North American legal operations, global ethics and compliance, government relations and information governance. She previously was employed by Darden Restaurants from 2011-2017, most recently serving as SVP-Division General Counsel. | | | 2022 | | | 52 | |
Notice & Proxy Statement | | | 26 | | | ![]() |
Name and Address of Beneficial Owner | | | Amount and Nature of Beneficial Ownership | | | Percent of Class |
The Vanguard Group-23-1945930 100 Vanguard Blvd. Malvern, PA 19355 | | | 3,829,519(1) | | | 10.3% |
| | | | |||
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | | 3,315,439(2) | | | 8.9% |
| | | | |||
T. Rowe Price Investment Management, Inc. 100 E. Pratt Street Baltimore, MD 21202 | | | 1,829,820(3) | | | 4.9% |
| | | |
(1) | Based on Schedule 13G/A (Amendment No. 15) filed by The Vanguard Group—23-1945930 (“Vanguard”) with the SEC dated February 13, 2024. Such information indicates that Vanguard and certain subsidiaries of Vanguard have sole dispositive power over 3,780,900 shares, shared dispositive power over 48,619 shares, and shared voting power over 13,374 shares. |
(2) | Based on Schedule 13G/A (Amendment No. 14) filed by BlackRock, Inc. (“BlackRock”) with the SEC dated January 25, 2024. Such information indicates that BlackRock and certain subsidiaries have sole voting power over 3,186,677 shares and sole dispositive power over 3,315,439 shares. |
(3) | Based on Schedule 13G/A (Amendment No. 2) filed by T. Rowe Price Investment Management, Inc. (“T. Rowe Price”) with the SEC dated February 16, 2024. Such information indicates that T. Rowe Price has sole voting power over 747,400 shares and sole dispositive power over 1,829,820 shares. |
Notice & Proxy Statement | | | 27 | | | ![]() |
Name of Beneficial Owner | | | Direct Ownership | | | Shares Subject to Vested Options and RSUs that Vest Within 60 Days(1) | | | 401K Plan Shares(2) | | | Total Amount and Nature of Beneficial Ownership(3) | | | Percent of Class |
Sri Donthi | | | 723 | | | 530 | | | — | | | 1,253 | | | * |
Donald E. Frieson | | | 4,082 | | | 530 | | | — | | | 4,612 | | | * |
Cara K. Heiden(4) | | | 8,571 | | | 530 | | | — | | | 9,101 | | | * |
David K. Lenhardt | | | 4,082 | | | 530 | | | — | | | 4,612 | | | * |
Maria Castañón Moats | | | 0 | | | 61 | | | — | | | 61 | | | * |
Larree M. Renda | | | 11,209 | | | 530 | | | — | | | 11,739 | | | * |
Judy A. Schmeling | | | 4,016 | | | 530 | | | — | | | 4,546 | | | * |
Michael Spanos | | | 1,791 | | | 530 | | | — | | | 2,321 | | | * |
Gregory A. Trojan | | | 1,287 | | | 530 | | | — | | | 1,817 | | | * |
Allison M. Wing | | | 3,582 | | | 530 | | | — | | | 4,112 | | | * |
Darren M. Rebelez | | | 87,338 | | | — | | | 623 | | | 87,961 | | | * |
Stephen P. Bramlage, Jr. | | | 26,043 | | | — | | | 442 | | | 26,485 | | | * |
Ena Williams | | | 20,869 | | | — | | | 456 | | | 21,325 | | | * |
Thomas P. Brennan | | | 12,044 | | | — | | | 430 | | | 12,474 | | | * |
Chad M. Frazell | | | 11,480 | | | — | | | 428 | | | 11,908 | | | * |
All executive officers, directors and director-nominees as a group (16 persons) | | | 199,869 | | | 4,831 | | | 2,528 | | | 207,228 | | | * |
* | Less than 1% |
(1) | Each non-employee director, other than Ms. Castañón Moats (who was appointed as a director effective July 1, 2024), holds 530 RSUs that will cliff-vest on August 28, 2024, subject to continued service as a director through the vesting date. Ms. Castañón Moats holds 61 RSUs that will cliff-vest on August 28, 2024, subject to continued service as a director through the vesting date. |
(2) | Consisting of shares allocated to the 401K Plan account of the respective individual as of April 30, 2024, over which the individual exercises voting power. Under the trust agreement creating the 401K Plan, the shares of Common Stock held by the Trustee are voted by the Trustee in accordance with the participants’ directions or, if no directions are received, in the same manner and proportion as the Trustee votes shares for which the Trustee does receive timely instructions. |
(3) | Except as otherwise indicated, the amounts shown are the aggregate numbers of shares attributable to the individual’s direct ownership of shares and 401K Plan shares. |
(4) | Includes 4,000 shares owned jointly by Ms. Heiden and her spouse, under shared voting and dispositive power. |
Notice & Proxy Statement | | | 28 | | | ![]() |
| 2024 Fiscal Year NEOs | | ||||||||||||
| ![]() Darren M. Rebelez President and Chief Executive Officer (“CEO”) | | | ![]() Stephen P. Bramlage, Jr. Chief Financial Officer (“CFO”) | | | ![]() Ena Williams Chief Operating Officer (“COO”) | | | ![]() Thomas P. Brennan Chief Merchandising Officer (“CMO”) | | | ![]() Chad M. Frazell Chief Human Resources Officer (“CHRO”) | |
| Net Income | | | EBITDA* | | | SSS Growth – Inside | | | 3-Year ROIC* | |
| $501.9 million ↑ $446.7 million (FY23) | | | $1.06 billion ↑ $952.5 (FY23) | | | 4.4% ↑ 6.5% (FY23) | | | 11.5% ↑ 11.1% (FY23) | |
| 12% increase | | | 11% increase | | | 11.2% over 2 years | | | 40 bp increase | |
| *EBITDA and ROIC are non-GAAP financial measures. See Appendix A for reconciliations/calculations for the applicable periods. | |
| Net Income | | | EBITDA* | | | Diluted EPS | | | Fuel Gross Profit | | | Stores | | | Stock Price | |
| $501.9 million ↑ $312.9 million (FY21) | | | $1.06 billion ↑ $719.2 million (FY21) | | | $13.43 ↑ $8.38 (FY21) | | | $1.12 billion ↑ $761.2 million (FY21) | | | 2,658 ↑ 2,243 (FY21) | | | $319.58 ↑ $222.19 (FY21) | |
| 134.6% increase | | | 47.3% increase | | | 60.2% increase | | | 47.1% increase | | | 18.5% increase | | | 43.8% increase | |
| *EBITDA is a non-GAAP measure defined as net income before net interest expense, income taxes, depreciation and amortization. See Appendix A for reconciliation to net income. | |
Notice & Proxy Statement | | | 29 | | | ![]() |
| Annual Incentive Compensation Program (“AIP”) | | | Long-Term Incentive Compensation Program (“LTIP”) | |
| AIP Summary: At-risk performance-based pay, ranging from 0% to 200% of target, that delivers annual cash incentives when key financial/operating goals are met or exceeded. FY24 Changes: Simplified the program by reducing the metrics from three to two (EBITDA and inside same-store sales metrics remain; fuel gross profit metric was removed). FY24 Metrics: ⯀ 60% - EBITDA ⯀ 40% - same store sales growth (inside sales) FY24 Payout: Due to the Company’s strong performance across all AIP metrics during the 2024 fiscal year, including delivering record EBITDA of $1.06 billion, and a strong same-store inside sales increase of 4.4%, the NEOs achieved an annual incentive payout equal to 157% of their respective AIP target (for reference, the FY23 AIP payout was 178% of target). | | | LTIP Summary: At-risk equity-based awards (RSUs and PSUs), the latter of which deliver long-term incentives when key financial/operating goals are met or exceeded over a three-year performance period; range from 0% to 200% of target, with a 25% rTSR modifier based on top/bottom quartile of S&P 500. FY24 Changes: No material changes for the FY24 LTIP. FY24 Metrics (FY24-FY26 performance period): The LTIP value is delivered 75% as PSUs and 25% as RSUs. The metrics for the PSUs are split 50% on 3-year cumulative EBITDA and 50% on 3-year average ROIC performance. FY22-FY24 Payout: Due to the continued long-term success of the Company, the LTIP PSU awards granted during the 2022 fiscal year (i.e., June 2021) vested at 200% of target (i.e., max) for the EBITDA PSUs and 200% of target (i.e., max) for the relative ROIC PSUs, resulting in the value of earned PSUs being above target value but appropriately aligned with strong Company results. In addition, the Company’s relative TSR performance over the three-year period equaled the 74th percentile; exceptional performance but resulting in no modification to the final LTIP awards (as discussed below, the final awards would have been increased by 25% at the 75th percentile). | |
Notice & Proxy Statement | | | 30 | | | ![]() |
| Executive Compensation Philosophy | | |||||||||||||||
| Motivates/Rewards Performance | | | Aligns with Shareholders | | | Attracts and Retains Top Talent | | | Reinforces Risk Management | | | Clear and Transparent | | | Strengthens Governance | |
| Create rewards in the short-term and longer-term | | | Ensure alignment of interests with shareholders | | | Attract/retain diverse talent to achieve objectives | | | Ensure programs are appropriately risk balanced | | | Programs are understandable and simple | | | Satisfy the spirit of the law and the letter of the law | |
| What We Do | | | What We Don’t Do | |
| ✔ Pay for performance: A significant portion of NEO compensation is tied to financial performance and is “at-risk”. ✔ Reasonable balance between short-term and long-term incentives: A reasonable balance between cash and stock, fixed and variable compensation, short- and long-term compensation, and performance- and service-based awards, discourages short-term risk taking at the expense of long-term results. ✔ Share ownership requirements: Meaningful requirements are in place for executives based on multiples of base salary. ✔ Multiple performance metrics: Both the annual and long-term incentive programs use multiple performance metrics measuring results over different timeframes. This approach discourages excessive risk-taking by removing any incentive to focus on a single performance goal to the detriment of the Company. ✔ Clawback policy: Requires the Company to recoup certain compensation payments or equity awards in the event of a certain restatements of the Company’s financials. ✔ Double-trigger protection: Change of control agreements provide benefits only in the event that the NEO is terminated without cause or resigns for good reason. Under the 2018 Stock Incentive Plan, all unvested awards provide for “double-trigger” protection. There are no equity awards with single-trigger provisions. ✔ Independent advisor: The Committee retains an independent consultant to advise on the compensation program and practices. | | | ☒ No guaranteed incentive payments: We do not provide guaranteed incentive payments to our NEOs. Other than base salaries, none of our NEOs’ compensation is guaranteed. ☒ No uncapped incentive compensation opportunities: All incentive plans have maximum levels of payout, even if the Company exceeds our maximum performance objectives. ☒ No tax gross-ups: No tax gross-ups are paid to cover personal income taxes or excise taxes that pertain to executive or severance benefits, including perquisites. ☒ No excessive benefits or perquisites: The Company does not maintain enhanced health or retirement benefits for its executives and does not permit excessive perquisites. ☒ No hedging or pledging of Company stock: The Company prohibits the hedging of Company stock and other short-term or speculative transactions as well as the pledging of Company stock. ☒ No payment of dividends on unvested stock awards: Unvested stock awards earn dividend equivalents, which are paid in cash upon vesting only if, and to the extent that, the underlying awards vest. ☒ No practices that encourage excessive risk-taking: The Company provides balanced compensation, a significant portion of which is long-term, at-risk and subject to multiple performance metrics. | |
Notice & Proxy Statement | | | 31 | | | ![]() |
| Roles in Determining Executive Compensation | | |||
| Committee and the Board | | |||
| The Committee oversees our executive compensation program and is charged with the following: ⯀ Determines the structure and performance goals of the AIP and LTIP ⯀ Determines base salary changes and target incentive opportunities for executive officers (and recommends to the Board for the CEO) ⯀ Approves pay packages for executive officer candidates and new hires ⯀ Approves equity-based awards ⯀ Evaluates CEO performance The Board is responsible for the following: ⯀ Approves base salary increases and other compensation elements for the CEO ⯀ Approves the Company’s Operating Plan, prepared and recommended by management, which contains strategic business and financial objectives used to inform the incentive plan performance goals | |
↑ | | | ↑ |
| Independent Compensation Consultant | | | CEO/Management | |
| For fiscal 2024, the Committee again engaged Pay Governance, LLC as its independent compensation consultant, who attended all Committee meetings and advised it on, among other things, the following: ⯀ Incentive compensation practices, including the Company’s incentive plan structure and performance metrics ⯀ CEO competitive pay analysis and analysis of the alignment of the Company’s realizable pay with its performance ⯀ Review of compensation for non-employee directors, including the Lead Independent Director ⯀ Proxy advisor updates and pay-performance test estimates ⯀ Executive pay risk assessment ⯀ ESG metrics in incentive designs ⯀ Review of Compensation Peer Group ⯀ Review of the proxy statement CD&A ⯀ Fair value calculations of the relative-TSR modifier/results The Committee assessed the independence of Pay Governance, LLC and did not identify any conflict of interest that would prevent it from independently advising the Committee. | | | The CEO evaluates the performance of the executive officers (other than himself) and makes specific recommendations to the Committee with respect to the following: ⯀ Base salary increases ⯀ Changes to incentive plan structures, target percentages and goals under the incentive plans ⯀ Pay packages, including salary and incentives, for executive officer candidates and new hires The CEO is assisted in these matters by the CHRO and his team, who also receive input and analysis from management’s separate compensation consultant, which for the 2024 fiscal year was Pearl Meyer & Partners, LLC (who provides market data, benchmarking and other compensation information and analyses). The CFO and his team are also integrally involved with setting the Company’s Operating Plan, which informs the incentive plan performance goals. The CEO is not involved with recommendations as to his own compensation, which is determined by the Committee and the Board. | |
| Compensation Peer Group | | ||||||
| Advance Auto Parts, Inc. Arko Corp. AutoZone, Inc. BJ’s Wholesale Club Holdings, Inc. Darden Restaurants, Inc. Dollar Tree, Inc. | | | Domino’s Pizza Genuine Parts Co. Murphy USA, Inc. O’Reilly Automotive, Inc. Papa John’s International, Inc. Restaurants Brands International SpartanNash Co. | | | Sprouts Farmers Market, Inc. Sunoco LP Tractor Supply Co. United National Foods, Inc. US Foods Holding Corp. Yum! Brands, Inc. | |
Notice & Proxy Statement | | | 32 | | | ![]() |
| Say-on-Pay Vote Results | | ||||||
| 2021 Annual Meeting | | | 2022 Annual Meeting | | | 2023 Annual Meeting | |
| 97.9% | | | 97.0% | | | 97.6% | |
Notice & Proxy Statement | | | 33 | | | ![]() |
| Executive Compensation Elements | | |||||||||
| Base Salary | | | Annual Incentive Compensation Program | | | Long-Term Incentive Compensation Program | | | Benefits and Perquisites | |
| Sal. | | | AIP | | | LTIP | |
| 12% | | | 19% | | | 69% | |
| Sal. | | | AIP | | | LTIP | |
| 24% | | | 22% | | | 54% | |
| | | | | | | | | | ||||||
| | | | 2023 Fiscal Year Base Salary | | | 2024 Fiscal Year Base Salary | | | % Increase from 2023 to 2024 | | | |||
| | Darren M. Rebelez, CEO | | | $1,150,000 | | | $1,200,000 | | | 4.3% | | | ||
| | Stephen P. Bramlage, Jr., CFO | | | $720,000 | | | $750,000 | | | 4.2% | | | ||
| | Ena Williams, COO | | | $720,000 | | | $750,000 | | | 4.2% | | |||
| | Thomas P. Brennan, CMO | | | $550,000 | | | $570,000 | | | 3.6% | | | ||
| | Chad M. Frazell, CHRO | | | $520,000 | | | $545,000 | | | 4.8% | |
| 2024 AIP Metrics | | | Weight | |
| EBITDA | | | 60% | |
| Same-Store Sales Growth (Inside Sales) (%) | | | 40% | |
Notice & Proxy Statement | | | 34 | | | ![]() |
| | | | | | | | | | | | |||||||
| | | | Target AIP Payout as a % of Base Salary | | | Payout Range as a % of Target | | | |||||||||
| Thresh. | | | Target | | | Max | | | |||||||||
| | Darren M. Rebelez, CEO | | | 150% | | | 25% | | | 100% | | | 200% | | | ||
| | Stephen P. Bramlage, Jr., CFO | | | 100% | | | 25% | | | 100% | | | 200% | | | ||
| | Ena Williams, COO | | | 100% | | | 25% | | | 100% | | | 200% | | | ||
| | Thomas P. Brennan, CMO | | | 75% | | | 25% | | | 100% | | | 200% | | | ||
| | Chad M. Frazell, CHRO | | | 75% | | | 25% | | | 100% | | | 200% | | | ||
| | |
| 2024 AIP Metrics | | ||||||
| Metrics | | | Weight | | | Description | |
| EBITDA | | | 60% | | | EBITDA: We define EBITDA as net income before net interest expense, income taxes, depreciation and amortization, which is a critical financial measure in our business because it: ⯀ Measures overall financial performance and value created by the Company ⯀ Provides a focus on core operating results and represents a key basis for stock valuation ⯀ Is useful to investors in evaluating our operating performance because securities analysts and other interested parties use such calculations as a measure of financial performance and debt service capabilities ⯀ Aligns with the Company’s long-term strategic plan (i.e., its commitments to investors) ⯀ Is regularly used by management for internal purposes including our capital budgeting process, evaluating acquisition targets and assessing performance ⯀ Is a common incentive and performance metric used by our peers and others in the convenience store industry | |
| Same-Store Sales Growth (Inside) (%) | | | 40% | | | Same-Store Sales: Same-store sales includes aggregated individual store results for all stores open throughout a particular period. When comparing annual data, the store must be open for each entire fiscal year being compared. Remodeled stores that remained open or were closed for just a very brief period of time (i.e., less than a week) during the period being compared remain in the same-store sales comparison. If a store is replaced, either at the same location (i.e., razed and rebuilt) or relocated to a new location, it is removed from the comparison until the new store has been open for each entire period being compared. Newly constructed and acquired stores do not enter the calculation until they are open for each entire period being compared. Growth: In the case of inside, the same-store sales growth metric is equal to the percentage increase in same-store sales from the prior fiscal year (i.e., the 2023 fiscal year), which is calculated based on each year’s revenue (i.e., dollars). Inside: Inside includes a combination of the Company’s “prepared food and dispensed beverage” and “grocery and general merchandise” categories, which historically have consisted of the Company’s highest margin products. Over the past three fiscal years, on average, these categories have accounted for approximately 34% of the Company’s total revenue but have resulted in approximately 63% of total gross profit. | |
Notice & Proxy Statement | | | 35 | | | ![]() |
| 2024 AIP Metrics | | | Threshold | | | Target | | | Maximum | |
| EBITDA | | | $796 million | | | $937 million | | | $1,078 million | |
| Same-Store Sales Growth (Inside) (%) | | | 1% | | | 4% | | | 7% | |
| | | | | | | | |||||
| | | | Target AIP Payout as a % of Base Salary | | | Target AIP Payout | | | |||
| | Darren M. Rebelez, CEO | | | 150% | | | $1,800,000 | | | ||
| | Stephen P. Bramlage, Jr., CFO | | | 100% | | | $750,000 | | | ||
| | Ena Williams, COO | | | 100% | | | $750,000 | | | ||
| | Thomas P. Brennan, CMO | | | 75% | | | $427,500 | | | ||
| | Chad M. Frazell, CHRO | | | 75% | | | $408,750 | |
| | | | ||||||||||||
| | Payout Formula (as a % of target payout) | | | |||||||||||
| | 2024 AIP Metrics | | | Threshold | | | Target | | | Maximum | | | ||
| | EBITDA | | | 15% | | | 60% | | | 120% | | | ||
| | Same-Store Sales Growth (Inside Sales) (%) | | | 10% | | | 40% | | | 80% | | | ||
| | | | 25% | | | 100% | | | 200% | | | |||
| | |
Notice & Proxy Statement | | | 36 | | | ![]() |
| | | | ||||||||||||||||||
| | AIP Performance Goals v. 2024 Fiscal Year Actual Results | | | |||||||||||||||||
| | 2024 AIP Metrics | | | Threshold | | | Target | | | Maximum | | | FY24 Actual Results | | | FY24 Weighted Payout | | | ||
| | EBITDA | | | $796 million | | | $937 million | | | $1,078 million | | | $1,059 million | | | 112% | | |||
| | Same-Store Sales Growth (Inside) (%) | | | 1% | | | 4% | | | 7% | | | 4.4% | | | 45% | | | ||
| | | | | | | | | | | | 157% | | | |||||||
| | |
| | | | | | | | | | ||||||
| | | | 2024 AIP Target Payout | | | Payout % | | | 2024 AIP Actual Payout | | | |||
| | Darren M. Rebelez, CEO | | | $1,800,000 | | | 157% | | | $2,826,000 | | | ||
| | Stephen P. Bramlage, Jr., CFO | | | $750,000 | | | 157% | | | $1,177,500 | | | ||
| | Ena Williams, COO | | | $750,000 | | | 157% | | | $1,177,500 | | | ||
| | Thomas P. Brennan, CMO | | | $427,500 | | | 157% | | | $671,175 | | | ||
| | Chad M. Frazell, CHRO | | | $408,750 | | | 157% | | | $641,738 | | | ||
| | |
Notice & Proxy Statement | | | 37 | | | ![]() |
| 2024 LTIP Metrics | | | Award Type | | | % of LTIP | | | Payout Range | | | Vesting | | |||||||||
| Thresh. | | | Target | | | Max | | | TSR Modifier | | ||||||||||||
| EBITDA | | | PSUs | | | 37.5% | | | 50% | | | 100% | | | 200% | | | +/- 25% | | | Vests in full on June 15, 2026, generally subject to continued employment and the Company’s achievement of applicable performance goals over the three-year Performance Period | |
| ROIC | | | PSUs | | | 37.5% | | | 50% | | | 100% | | | 200% | | ||||||
| Time-Based | | | RSUs | | | 25% | | | Time-based only and not subject to adjustment based on performance | | | Vests in three equal installments on June 15, 2024-2026, generally subject to continued employment | |
| | | | | | | | |||||
| | | | Target LTIP as a % of Base Salary | | | Target LTIP Value on Award Date | | | |||
| | Darren M. Rebelez, CEO | | | $6,700,000* | | | $6,700,000 | | | ||
| | Stephen P. Bramlage, Jr., CFO | | | 250% | | | $1,875,000 | | | ||
| | Ena Williams, COO | | | 250% | | | $1,875,000 | | | ||
| | Thomas P. Brennan, CMO | | | 200% | | | $1,140,000 | | | ||
| | Chad M. Frazell, CHRO | | | 175% | | | $953,000 | | | ||
| | |
Notice & Proxy Statement | | | 38 | | | ![]() |
| 2024 LTIP Performance Metrics | | ||||||
| Metrics | | | Weight | | | Description | |
| EBITDA | | | 37.5% | | | EBITDA: We define EBITDA as net income before net interest expense, income taxes, depreciation and amortization, which is a critical financial measure in our business because it: ⯀ Measures overall financial performance and value created by the Company ⯀ Provides a focus on core operating results and represents a key basis for stock valuation ⯀ Is useful to investors in evaluating our operating performance because securities analysts and other interested parties use such calculations as a measure of financial performance and debt service capabilities ⯀ Aligns with the Company’s strategic plan (i.e. its commitments to investors) ⯀ Is regularly used by management for internal purposes including our capital budgeting process, evaluating acquisition targets and assessing performance ⯀ Is a common incentive and performance metric used by our peers and others in the convenience store industry | |
| ROIC | | | 37.5% | | | ROIC: ROIC for each fiscal year is calculated as operating income after depreciation and tax, divided by average invested capital for that fiscal year. All of the following ROIC inputs come directly from the audited financial statements: “operating income” equals total revenue less cost of goods sold (exclusive of depreciation and amortization) less operating expenses; “depreciation” equals depreciation and amortization; “tax” equals operating income less depreciation multiplied by the effective tax rate where “effective tax rate” equals federal and state income taxes divided by income before income taxes; “average invested capital” equals the summation of notes, lines of credit, current maturities of long-term debt and finance lease obligations, long-term debt and finance lease obligations, net of current maturities, and total shareholders’ equity for the current fiscal year and the previous fiscal year divided by two. In addition to being a common incentive metric among the Compensation Peer Group, because the Company seeks to enlarge its operating footprint, the Committee believes that ROIC is a particularly useful measure of management’s effectiveness in creating value for our shareholders by measuring the Company’s returns on capital expenditures. | |
| TSR | | | PSU Modifier | | | TSR: TSR means the change in the value, expressed as a percentage of a given dollar amount invested in an applicable peer company’s most widely publicly traded stock over the three-year performance period, taking into account both stock price appreciation (or depreciation) and the reinvestment of dividends (including the cash value of non-cash dividends) in additional stock of the company. The Company’s TSR is then compared to the TSR of the TSR Peer Group. The Committee believes that relative TSR is an effective measure of the long-term success of the Company while normalizing external, macroeconomic factors that fall outside of the Company’s control, and aligns performance with the shareholder experience, and as such, includes the metric in the role of a PSU modifier as opposed to a primary performance metric. | |
Notice & Proxy Statement | | | 39 | | | ![]() |
| | | | | | | | | | ||||||
| | | | RSUs Subject to Time-Based Goals(1)(2)(6) (# of units) | | | PSUs Subject to EBITDA Goals (at target)(1)(3)(5)(6) (# of units) | | | PSUs Subject to ROIC Goals (at target)(1)(4)(5)(6) (# of units) | | | |||
| | Darren M. Rebelez, CEO | | | 7,265 | | | 10,897 | | | 10,897 | | | ||
| | Stephen P. Bramlage, Jr., CFO | | | 2,027 | | | 3,041 | | | 3,041 | | | ||
| | Ena Williams, COO | | | 2,027 | | | 3,041 | | | 3,041 | | | ||
| | Thomas P. Brennan, CMO | | | 1,233 | | | 1,849 | | | 1,849 | | | ||
| | Chad M. Frazell, CHRO | | | 1,031 | | | 1,547 | | | 1,547 | | |||
| | Additional Information | | | |||||||||||
| | (1) The number of RSUs and the target number of PSUs were determined by dividing the value of the award approved by the Committee by the 20-day average closing price of a share of Common Stock on the applicable award date (i.e., $230.58 on June 1, 2023 for Mr. Rebelez, $231.27 on May 31, 2023 for the other NEOs). (2) RSUs Subject to Time-Based Goals: These units represent 25% of the overall value of each NEO’s target LTIP award. The units vest in three equal installments on June 15, 2024-2026, subject to continued employment through the vesting date, except as otherwise set forth in the applicable award agreement, and are not subject to the achievement of performance goals. (3) PSUs Subject to EBITDA Goals: These units represent 37.5% of the overall value of each NEO’s target LTIP award, vest in full on June 15, 2026, subject to continued employment through the vesting date, except as otherwise set forth in the applicable award agreement, and are subject to adjustment based on the Company’s performance. The final number of units earned will be based on the Company’s cumulative EBITDA achievement over the Performance Period. The number of units awarded to each NEO is based on the Company’s achievement of threshold (50% awarded), target (100% awarded) and maximum (200% awarded) EBITDA goals over the Performance Period. (4) PSUs Subject to ROIC Goals: These units represent 37.5% of the overall value of each NEO’s target LTIP award, vest in full on June 15, 2026, subject to continued employment through the vesting date, except as otherwise set forth in the applicable award agreement, and are subject to adjustment based on the Company’s performance. The final number of units earned will be based on the Company’s three-year average ROIC achievement over the Performance Period. The number of units awarded to each NEO is based on the Company’s achievement of threshold (50% awarded), target (100% awarded) and maximum (200% awarded) ROIC goals over the Performance Period. (5) TSR Modifier: Following the determination of EBITDA and ROIC goals for the Performance Period, the PSUs actually awarded will be subject to a positive or negative adjustment based upon a comparison of the Company’s TSR relative to the TSR Peer Group (i.e., S&P 500), where by the members of the members of the TSR Peer Group at the end of the Performance Period (other than the Company) will be ranked highest to lowest according to each member’s TSR over the Performance Period, with the Company’s percentile rank to be determined based on linear interpolation by reference to the two members whose TSRs are immediately above and below the Company’s TSR. If the Company ranks in the bottom quartile of the group, the number of PSUs actually awarded will be reduced by 25%, and if the Company ranks in the top quartile of the group, the number of PSUs actually awarded will be increased by 25% (which, based on maximum performance goals achieved, could result in a payment of up to 250% of target for PSUs). (6) Dividend Equivalents: The LTIP awards will accrue dividend equivalents which will be paid in cash if, and only to the extent that, the applicable vesting requirements and performance goals have been met (i.e., no payment will be made for RSUs and PSUs that do not vest). | | | |||||||||||
| | |
Notice & Proxy Statement | | | 40 | | | ![]() |
| 2022 PSU Payout | | |||||||||||||||
| 2022 PSU Metrics | | | Threshold (50%) | | | Target (100%) | | | Maximum (200%) | | | Actual Results | | | % of Target Earned | |
| EBITDA (3-Year Cumulative) | | | $2,060M | | | $2,185M | | | $2,358M | | | $2,813M | | | 200% | |
| ROIC (3-Year Average) (%) | | | 7.0% | | | 9.0% | | | 10.0% | | | 11.5% | | | 200% | |
| Benefits and Perquisites | |
| Benefits: Our NEOs are eligible to participate in health, life insurance and retirement benefits that are the same as those offered to the Company’s other team members. | |
| Perquisites: Our limited perquisites include (i) financial planning and tax services, (ii) an executive physical, (iii) identity theft monitoring/protection; and (iv) supplemental disability insurance. In addition, our NEOs are provided with a $1,500 per month auto allowance. Only business-related travel is permitted on Company aircraft. Under Mr. Rebelez’s employment agreement, we agreed to maintain an additional 10-year level premium term life insurance policy with a death benefit of $1,000,000 that insures his life and is payable upon his death to a beneficiary designated by him. The Company does not provide our NEOs with any gross-ups to reimburse for tax obligations in connection with their personal use of Company-owned vehicles or their receipt of other benefits or perquisites. | |
| Officer Severance Plan: Mr. Brennan and Mr. Frazell are eligible executives under the Casey’s General Stores, Inc. Officer Severance Plan (the “Officer Severance Plan”). The Officer Severance Plan provides that if their employment is terminated by the Company without cause or by them for good reason (each as defined in the Officer Severance Plan), other than within 24 months following a change of control, they would be entitled to cash severance payments equal to 18 months’ base salary and 18 months of COBRA premiums, payable in equal installments over 18 months, subject to the execution of and compliance with a separation agreement and general release in favor of the Company, including confidentiality and non-solicitation covenants. In the event of a termination that entitles Mr. Brennan or Mr. Frazell to severance under any change of control or similar agreement, they would instead become eligible for the benefits set forth in such change of control agreement (i.e., no duplicative payments between severance and change of control benefits). | |
| Mr. Rebelez, Mr. Bramlage and Ms. Williams are provided severance benefits under their employment agreements that mirror the Officer Severance Plan, described immediately above, except that Mr. Rebelez’s severance payments would be equal to 24 months’ base salary, paid in a lump-sum, and 24 months of COBRA premiums, payable in equal installments over 24 months. | |
Notice & Proxy Statement | | | 41 | | | ![]() |
| Additional Programs | |
| Employment Agreements: During the 2024 fiscal year, we were party to employment agreements with Mr. Rebelez, Mr. Bramlage and Ms. Williams; none exist with any other officers. For a further description of the agreements, including amendments made to Mr. Rebelez’s agreement during the 2024 fiscal year, see below in the section entitled “Executive Compensation–Employment Agreements.” | |
| Change of Control Agreements: We maintain “double-trigger” change of control agreements with our NEOs and 28 other officers. The purpose of the agreements is to encourage these individuals to continue to carry out their duties in the event of a possible change of control of the Company. For a further description of the agreements for the NEOs, see below in the section entitled “Executive Compensation–Change of Control Severance Agreements.” | |
| 401K Plan: All NEOs are eligible to participate in the 401K Plan on the same terms and conditions as other eligible, full-time employees, under which the Company makes matching contributions up to a certain percentage of the participant’s salary. | |
| Deferred Compensation Plan: The Company maintains the Executive Nonqualified Excess Plan (the “Deferred Compensation Plan”), a nonqualified deferred compensation plan that allows the participants, including our NEOs, to defer a portion of their income without the limits imposed by the Internal Revenue Code on 401K deferrals. The Company does not make matching or other contributions to the Deferred Compensation Plan and there are no guaranteed or premium returns for participants. For a further description of the plan, see below in the section entitled “Executive Compensation–Nonqualified Deferred Compensation.” | |
| Other Compensation Policies | |
| Stock Ownership Policy: The Company has robust stock ownership requirements for its officers, including our NEOs. The policy requires each officer to own a number of shares of Common Stock within a five-year period equal to a multiple of base salary, as follows: CEO—5x, Chief/SVPs—3x, VPs—2x. For this purpose, restricted stock, unvested RSUs and vested 401K Plan shares may be counted towards the ownership requirement, but PSUs and stock options are not counted. As of the Record Date, all of the NEOs had met their respective ownership requirement, as follows: Mr. Rebelez (required: $6,000,000; owned: $37,848,375), Mr. Bramlage (required: $2,340,000; owned: $11,235,375), Ms. Williams (required: $2,340,000; owned: $9,382,875), Mr. Brennan (required: $1,785,000; owned: $5,488,500) and Mr. Frazell (required: $1,680,000; owned: $5,119,125). These ownership levels coupled with the focus of our pay program on incentive-based compensation further illustrates the strong ties between our NEOs’ and shareholders’ interests. | |
| Compensation Recovery (“Clawback”) Policy: The Company shall recoup, in all appropriate circumstances and in accordance with applicable law, any incentive payment made to an executive officer or former executive officer whenever (i) the payment was based upon achieving certain financial results that were subsequently the subject of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws (other than changes to historical financial statements that do not represent error corrections including a restatement caused by a change in applicable accounting rules or interpretations), and (ii) a lower payment would have been made to the executive officer or former executive officer based on the restated financial results. The Company will, to the extent practicable, recoup from the executive officer the amount by which the incentive payments for the recoverable period exceeded the lower payment that would have been made based on the restated financial results. | |
| Hedging and Pledging: The Company prohibits hedging of Company stock and other short-term speculative transactions, as well as the pledging of Company stock. For a further description, see above in the section entitled “Governance of the Company–Accountability.” | |
| No Tax Gross-Ups: The NEOs are not entitled to any excise tax gross-up payments with respect to Section 280G. Instead, their change of control agreements provide for a “best net” approach, whereby change of control payments are limited to the threshold amount under Section 280G if it would be more favorable to the NEO on a net after-tax basis than receiving the full payments and paying the excise taxes. In addition, the 2018 Stock Incentive Plan does not provide for tax gross-ups for any participant. | |
Notice & Proxy Statement | | | 42 | | | ![]() |
Notice & Proxy Statement | | | 43 | | | ![]() |
Notice & Proxy Statement | | | 44 | | | ![]() |
Name and Principal Position(1) | | | Fiscal Year | | | Salary | | | Stock Awards(2) | | | Non-equity Incentive Plan Compensation(3) | | | All Other Compensation(4) | | | Total |
Darren M. Rebelez President and Chief Executive | | | 2024 | | | $1,200,000 | | | $6,542,924 | | | $2,826,000 | | | $57,332 | | | $10,626,257 |
| 2023 | | | $1,150,000 | | | $6,336,938 | | | $3,070,500 | | | $49,941 | | | $10,607,379 | ||
| 2022 | | | $1,050,000 | | | $5,376,848 | | | $2,566,200 | | | $68,035 | | | $9,061,083 | ||
| | | | | | | | | | | | |||||||
Stephen P. Bramlage, Jr. Chief Financial Officer | | | 2024 | | | $750,000 | | | $1,829,796 | | | $1,177,500 | | | $75,319 | | | $3,832,615 |
| 2023 | | | $720,000 | | | $1,648,674 | | | $961,200 | | | $65,908 | | | $3,395,782 | ||
| 2022 | | | $690,000 | | | $1,510,255 | | | $972,900 | | | $75,092 | | | $3,248,247 | ||
| | | | | | | | | | | | |||||||
Ena Williams Chief Operating Officer | | | 2024 | | | $750,000 | | | $1,829,796 | | | $1,177,500 | | | $63,175 | | | $3,820,471 |
| 2023 | | | $720,000 | | | $1,831,468 | | | $1,281,600 | | | $60,050 | | | $3,893,118 | ||
| 2022 | | | $690,000 | | | $1,678,037 | | | $1,297,200 | | | $207,421 | | | $3,872,658 | ||
| | | | | | | | | | | | |||||||
Thomas P. Brennan Chief Merchandising Officer | | | 2024 | | | $570,000 | | | $1,112,680 | | | $671,175 | | | $73,030 | | | $2,426,885 |
| 2023 | | | $550,000 | | | $1,119,150 | | | $734,250 | | | $64,123 | | | $2,467,523 | ||
| 2022 | | | $525,000 | | | $1,021,517 | | | $740,250 | | | $76,118 | | | $2,362,885 | ||
| | | | | | | | | | | | |||||||
Chad M. Frazell Chief Human Resources Officer | | | 2024 | | | $545,000 | | | $930,806 | | | $641,738 | | | $68,789 | | | $2,186,332 |
| 2023 | | | $520,000 | | | $793,768 | | | $601,640 | | | $54,307 | | | $1,969,715 | ||
| | | | | | | | | | |
(1) | Mr. Frazell was a NEO for the first time for the 2023 fiscal year. As such, only compensation for the 2023-2024 fiscal years is presented. |
(2) | The amounts in the Stock Awards column represent the aggregate grant date fair value of RSUs and PSUs awarded to the applicable NEO under the applicable LTIP. For the 2022-2024 fiscal years, the LTIP awards include time-based RSUs and PSUs subject to ROIC and EBITDA metrics, in each case representing 25%, 37.5% and 37.5%, respectively, of the total value of each NEO’s LTIP awards. The PSUs awarded for 2022-2024 vest in full on June 15, 2024-2026, respectively, and the RSUs for 2022-2024 vested, or vest, as applicable, in equal installments on the first three anniversaries of their respective grant dates, generally subject to continued employment and, in the case of PSUs, to the Company’s achievement of applicable performance goals. |
| | Maximum Grant Date Value of All 2022 PSUs | | | Maximum Grant Date Value of All 2023 PSUs | | | Maximum Grant Date Value of All 2024 PSUs | |
Darren M. Rebelez | | | $8,065,165 | | | $9,505,407 | | | $9,814,274 |
Stephen P. Bramlage, Jr. | | | $2,265,168 | | | $2,472,907 | | | $2,744,807 |
Ena Williams | | | $2,516,948 | | | $2,747,306 | | | $2,744,807 |
Thomas P. Brennan | | | $1,532,168 | | | $1,678,725 | | | $1,668,907 |
Chad M. Frazell | | | $— | | | $1,190,444 | | | $1,396,322 |
Notice & Proxy Statement | | | 45 | | | ![]() |
(3) | The amounts set forth in the Non-Equity Incentive Plan Compensation column represent cash incentives paid to each NEO for the applicable fiscal year under the AIP. See the Annual Incentive Compensation Program section of the CD&A for additional information regarding the 2024 AIP. |
(4) | The amounts comprising All Other Compensation for the 2024 fiscal year are detailed below: |
| | 401K Plan Matching Contribution | | | Life Insurance Premiums | | | Perquisites | | | Total | |
Darren M. Rebelez | | | $19,800 | | | $1,998 | | | $35,534 | | | $57,332 |
Stephen P. Bramlage, Jr. | | | $18,302 | | | $— | | | $57,017 | | | $75,319 |
Ena Williams | | | $19,800 | | | $— | | | $43,375 | | | $63,175 |
Thomas P. Brennan | | | $19,800 | | | $— | | | $53,230 | | | $73,030 |
Chad M. Frazell | | | $19,800 | | | $— | | | $48,989 | | | $68,789 |
Notice & Proxy Statement | | | 46 | | | ![]() |
| | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | | | Grant Date Fair Value of Stock and Option Awards ($)(5) | |||||||||||||||
Name | | | Award Type | | | Grant Date(3) | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | |||||
Darren M. Rebelez | | | Annual Incentive | | | — | | | $450,000 | | | $1,800,000 | | | $3,600,000 | | | — | | | — | | | — | | | — | | | $— |
| LTIP RSU | | | 6/1/2023 | | | $— | | | $— | | | $— | | | — | | | — | | | — | | | 7,265 | | | $1,635,787 | ||
| LTIP PSU (ROIC) | | | 6/1/2023 | | | $— | | | $— | | | $— | | | 5,449 | | | 10,897 | | | 21,794 | | | — | | | $2,453,569 | ||
| LTIP PSU (EBITDA) | | | 6/1/2023 | | | $— | | | $— | | | $— | | | 5,449 | | | 10,897 | | | 21,794 | | | — | | | $2,453,569 | ||
| | | | | | | | | | | | | | | | | | | | |||||||||||
Stephen P. Bramlage, Jr. | | | Annual Incentive | | | — | | | $187,500 | | | $750,000 | | | $1,500,000 | | | — | | | — | | | — | | | — | | | $— |
| LTIP RSU | | | 5/31/2023 | | | $— | | | $— | | | $— | | | — | | | — | | | — | | | 2,027 | | | $457,393 | ||
| LTIP PSU (ROIC) | | | 5/31/2023 | | | $— | | | $— | | | $— | | | 1,521 | | | 3,041 | | | 6,082 | | | — | | | $686,202 | ||
| LTIP PSU (EBITDA) | | | 5/31/2023 | | | $— | | | $— | | | $— | | | 1,521 | | | 3,041 | | | 6,082 | | | — | | | $686,202 | ||
| | | | | | | | | | | | | | | | | | | | |||||||||||
Ena Williams | | | Annual Incentive | | | — | | | $187,500 | | | $750,000 | | | $1,500,000 | | | — | | | — | | | — | | | — | | | $— |
| LTIP RSU | | | 5/31/2023 | | | $— | | | $— | | | $— | | | — | | | — | | | — | | | 2,027 | | | $457,393 | ||
| LTIP PSU (ROIC) | | | 5/31/2023 | | | $— | | | $— | | | $— | | | 1,521 | | | 3,041 | | | 6,082 | | | — | | | $686,202 | ||
| LTIP PSU (EBITDA) | | | 5/31/2023 | | | $— | | | $— | | | $— | | | 1,521 | | | 3,041 | | | 6,082 | | | — | | | $686,202 | ||
| | | | | | | | | | | | | | | | | | | | |||||||||||
Thomas P. Brennan | | | Annual Incentive | | | — | | | $106,875 | | | $427,500 | | | $855,000 | | | — | | | — | | | — | | | — | | | $— |
| LTIP RSU | | | 5/31/2023 | | | $— | | | $— | | | $— | | | — | | | — | | | — | | | 1,223 | | | $278,226 | ||
| LTIP PSU (ROIC) | | | 5/31/2023 | | | $— | | | $— | | | $— | | | 925 | | | 1,849 | | | 3,698 | | | — | | | $417,227 | ||
| LTIP PSU (EBITDA) | | | 5/31/2023 | | | $— | | | $— | | | $— | | | 925 | | | 1,849 | | | 3,698 | | | — | | | $417,227 | ||
| | | | | | | | | | | | | | | | | | | | |||||||||||
Chad M. Frazell | | | Annual Incentive | | | — | | | $102,188 | | | $408,750 | | | $817,500 | | | — | | | — | | | — | | | — | | | $— |
| LTIP RSU | | | 5/31/2023 | | | $— | | | $— | | | $— | | | — | | | — | | | — | | | 1,031 | | | $232,645 | ||
| LTIP PSU (ROIC) | | | 5/31/2023 | | | $— | | | $— | | | $— | | | 774 | | | 1,547 | | | 3,094 | | | — | | | $349,081 | ||
| LTIP PSU (EBITDA) | | | 5/31/2023 | | | $— | | | $— | | | $— | | | 774 | | | 1,547 | | | 3,094 | | | — | | | $349,081 |
(1) | Represents the potential cash incentive amounts payable to each NEO under the AIP. The total value at target is represented as a percentage of base salary. Below the threshold level, there is no payout. Achievement of the threshold level results in payout of 25% of target, and achievement of the maximum level results in payout of 200% of target. Each NEO’s annual incentive opportunity was based on (i) EBITDA (60%), and (ii) same-store sales growth for the inside sales categories (40%). See the Annual Incentive Compensation Program section of the CD&A for additional information. The payments earned for the 2024 fiscal year, as set forth in the Summary Compensation Table, represent a payment equal to 157% of each NEOs’ target payout, resulting in the following payments: (i) Mr. Rebelez, $2,826,000; (ii) Mr. Bramlage, $1,177,500; (iii) Ms. Williams, $1,177,500; (iv) Mr. Brennan, $671,175; and (v) Mr. Frazell, $641,738. |
(2) | Represents PSUs subject to the Company’s achievement of ROIC and EBITDA performance goals over the Performance Period, representing 37.5% and 37.5%, respectively, of the total value of each NEO’s award under the 2024 LTIP. The total value of each award at target is represented as a percentage of base salary, with the actual number of target PSUs awarded based on the 20-day average closing price of Common Stock as of the award date. Below the threshold level, there is no payout. Achievement of the threshold level results in payout of 50% of target, and achievement of the maximum level results in payout of 200% of target. Additionally, the PSUs actually awarded will be subject to a positive or negative adjustment based upon a comparison of the Company’s TSR relative to the TSR Peer Group for the Performance Period. If the Company ranks in the bottom quartile of the group, the number of PSUs actually awarded will be reduced by 25%. If the Company ranks in the top quartile of the group, the number of PSUs actually awarded will be increased by 25% (which, based on the maximum level, may result in a payment of up to 250% of target for the PSUs). The various potential adjustments to the PSUs actually awarded as a result of the TSR modifier are not reflected in the table above. The PSUs vest in full on June 15, 2026, generally subject to continued employment and the Company’s achievement of the applicable performance goals. |
(3) | The grant date for each applicable award is the date on which the Compensation Committee authorized/approved the award. |
(4) | For the 2024 LTIP, represents time-based RSUs that vest in three equal installments on June 15, 2024-2026, generally subject to continued employment, and represents 25% of the total value of each NEO’s award under the 2024 LTIP. The total value of each award at target is represented as a percentage of base salary (or for Mr. Rebelez, a dollar amount), with the actual number of RSUs awarded based on the 20-day average closing price of Common Stock as of the award date. |
(5) | For a description of how the grant date fair value with respect to RSUs and PSUs was determined, see Footnotes 2-4, above. |
Notice & Proxy Statement | | | 47 | | | ![]() |
Notice & Proxy Statement | | | 48 | | | ![]() |
Notice & Proxy Statement | | | 49 | | | ![]() |
(i) | two times (2.5 times for Mr. Rebelez) the sum of (i) the NEO’s then-current annual base salary (or, if higher, the annual base salary in effect immediately prior to the change of control) and (ii) the greater of the annual bonus received by the NEO for the last full fiscal year prior to such termination or the last full fiscal year prior to the change of control (the “Recent Bonus”), |
(ii) | a pro rata Recent Bonus; and |
(iii) | an amount equal to 24 months (30 months for Mr. Rebelez) of the NEO’s monthly COBRA premiums. |
Notice & Proxy Statement | | | 50 | | | ![]() |
| | | | Option Awards | | | Stock Awards | ||||||||||||||||||||
Name(s) | | | Grant Date | | | Number of Securities Underlying Un-exercised Options (#) Exercisable | | | Number of Securities Underlying Un-exercised Options (#) Un-exercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#)(1) | | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
Darren M. Rebelez | | | — | | | — | | | — | | | — | | | — | | | 14,351 | | | $4,586,293 | | | 104,262 | | | $33,320,050 |
Stephen P. Bramlage, Jr. | | | — | | | — | | | — | | | — | | | — | | | 3,939 | | | $1,258,826 | | | 28,558 | | | $9,126,566 |
Ena Williams | | | — | | | — | | | — | | | — | | | — | | | 4,151 | | | $1,326,577 | | | 31,054 | | | $9,924,237 |
Thomas P. Brennan | | | — | | | — | | | — | | | — | | | — | | | 2,530 | | | $808,537 | | | 18,930 | | | $6,049,649 |
Chad M. Frazell | | | — | | | — | | | — | | | — | | | — | | | 1,953 | | | $624,140 | | | 13,934 | | | $4,453,028 |
(1) | This column presents the number of shares of Common Stock as represented by outstanding and unvested RSU awards, all of which remained subject to time-based vesting conditions and had not vested as of April 30, 2024. The RSUs shown in this column vest as follows: |
| | 6/15/24 | | | 6/15/25 | | | 6/15/26 | |
Darren M. Rebelez | | | 7,003 | | | 4,926 | | | 2,422 |
Stephen P. Bramlage, Jr. | | | 1,924 | | | 1,339 | | | 676 |
Ena Williams | | | 2,062 | | | 1,413 | | | 676 |
Thomas P. Brennan | | | 1,258 | | | 861 | | | 411 |
Chad M. Frazell | | | 945 | | | 664 | | | 344 |
(2) | This column presents the outstanding and unvested PSU awards granted in the 2022-2024 fiscal years, all of which remained subject to performance criteria and had not vested as of April 30, 2024. Based on SEC guidance, we included the PSU awards based on the next highest payout level (i.e., threshold, target or maximum) that exceeds our actual performance for the portion of the performance period that elapsed as of April 30, 2024, which (i) in the case of awards vesting in 2024 and 2025, assumes payout at maximum, (ii) in the case of all PSUs vesting in 2026, assumes payout at target. |
Notice & Proxy Statement | | | 51 | | | ![]() |
| | Award Type | | | Number of PSUs | | | Performance Period | | | Vesting Date | |
Darren M. Rebelez | | | PSUs (ROIC) | | | 18,704 | | | 5/1/2021 - 4/30/2024 | | | 6/15/2024 |
| PSUs (EBITDA) | | | 18,704 | | | 5/1/2021 - 4/30/2024 | | | 6/15/2024 | ||
| PSUs (ROIC) | | | 22,530 | | | 5/1/2022 - 4/30/2025 | | | 6/15/2025 | ||
| PSUs (EBITDA) | | | 22,530 | | | 5/1/2022 - 4/30/2025 | | | 6/15/2025 | ||
| PSUs (ROIC) | | | 10,897 | | | 5/1/2023 - 4/30/2026 | | | 6/15/2026 | ||
| PSUs (EBITDA) | | | 10,897 | | | 5/1/2023 - 4/30/2026 | | | 6/15/2026 | ||
| | | | | | | | |||||
Stephen P. Bramlage, Jr. | | | PSUs (ROIC) | | | 5,272 | | | 5/1/2021 - 4/30/2024 | | | 6/15/2024 |
| PSUs (EBITDA) | | | 5,272 | | | 5/1/2021 - 4/30/2024 | | | 6/15/2024 | ||
| PSUs (ROIC) | | | 5,966 | | | 5/1/2022 - 4/30/2025 | | | 6/15/2025 | ||
| PSUs (EBITDA) | | | 5,966 | | | 5/1/2022 - 4/30/2025 | | | 6/15/2025 | ||
| PSUs (ROIC) | | | 3,041 | | | 5/1/2023 - 4/30/2026 | | | 6/15/2026 | ||
| PSUs (EBITDA) | | | 3,041 | | | 5/1/2023 - 4/30/2026 | | | 6/15/2026 | ||
| | | | | | | ||||||
Ena Williams | | | PSUs (ROIC) | | | 5,858 | | | 5/1/2021 - 4/30/2024 | | | 6/15/2024 |
| PSUs (EBITDA) | | | 5,858 | | | 5/1/2021 - 4/30/2024 | | | 6/15/2024 | ||
| PSUs (ROIC) | | | 6,628 | | | 5/1/2022 - 4/30/2025 | | | 6/15/2025 | ||
| PSUs (EBITDA) | | | 6,628 | | | 5/1/2022 - 4/30/2025 | | | 6/15/2025 | ||
| PSUs (ROIC) | | | 3,041 | | | 5/1/2023 - 4/30/2026 | | | 6/15/2026 | ||
| PSUs (EBITDA) | | | 3,041 | | | 5/1/2023 - 4/30/2026 | | | 6/15/2026 | ||
| | | | | | | ||||||
Thomas P. Brennan | | | PSUs (ROIC) | | | 3,566 | | | 5/1/2021 - 4/30/2024 | | | 6/15/2024 |
| PSUs (EBITDA) | | | 3,566 | | | 5/1/2021 - 4/30/2024 | | | 6/15/2024 | ||
| PSUs (ROIC) | | | 4,050 | | | 5/1/2022 - 4/30/2025 | | | 6/15/2025 | ||
| PSUs (EBITDA) | | | 4,050 | | | 5/1/2022 - 4/30/2025 | | | 6/15/2025 | ||
| PSUs (ROIC) | | | 1,849 | | | 5/1/2023 - 4/30/2026 | | | 6/15/2026 | ||
| PSUs (EBITDA) | | | 1,849 | | | 5/1/2023 - 4/30/2026 | | | 6/15/2026 | ||
| | | | | | | ||||||
Chad M. Frazell | | | PSUs (ROIC) | | | 2,548 | | | 5/1/2021 - 4/30/2024 | | | 6/15/2024 |
| PSUs (EBITDA) | | | 2,548 | | | 5/1/2021 - 4/30/2024 | | | 6/15/2024 | ||
| PSUs (ROIC) | | | 2,872 | | | 5/1/2022 - 4/30/2025 | | | 6/15/2025 | ||
| PSUs (EBITDA) | | | 2,872 | | | 5/1/2022 - 4/30/2025 | | | 6/15/2025 | ||
| PSUs (ROIC) | | | 1,547 | | | 5/1/2023 - 4/30/2026 | | | 6/15/2026 | ||
| PSUs (EBITDA) | | | 1,547 | | | 5/1/2023 - 4/30/2026 | | | 6/15/2026 |
Notice & Proxy Statement | | | 52 | | | ![]() |
| | Option Awards | | | Stock Awards | |||||||
Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized On Exercise ($) | | | Number of Shares Acquired on Vesting (#)(1) | | | Value Realized on Vesting ($)(2) |
Darren M. Rebelez | | | — | | | $— | | | 44,355 | | | $9,872,536 |
Stephen P. Bramlage, Jr. | | | — | | | $— | | | 29,004 | | | $6,639,913 |
Ena Williams | | | — | | | $— | | | 15,286 | | | $3,407,497 |
Thomas P. Brennan | | | — | | | $— | | | 7,391 | | | $1,645,089 |
Chad M. Frazell | | | — | | | $— | | | 6,361 | | | $1,415,831 |
(1) | The awards that vested in the 2024 fiscal year reflect (i) for Mr. Bramlage, the vesting on June 2, 2023 of the final one-third of the RSUs, and all of the PSUs, from his special one-time equity award of June 2, 2020, (ii) for Ms. Williams, the vesting on June 1, 2023 of the final one-third of the RSUs from her make-whole award of June 1, 2020, (iii) for all NEOs, the vesting on June 15, 2023 of the final one-third of the RSUs from their 2021 fiscal year LTIP awards of June 2, 2020, the second one-third of the RSUs from their 2022 fiscal year LTIP awards of June 2, 2021 (for Mr. Rebelez, June 3, 2021), and the first one-third of the RSUs from their 2023 fiscal year LTIP award of June 1, 2022 (for Mr. Rebelez, June 2, 2022), and (iv) for all NEOs, the vesting on June 15, 2023 of all of the PSUs from the fiscal year 2021 LTIP awards of June 2, 2020. |
(2) | The “value realized” on vesting for stock awards represents the number of units that vested multiplied by the closing price of Common Stock on the applicable vesting date and was determined without regard to any taxes or brokerage commissions. |
| | Executive Contributions In Last FY ($) | | | Registrant Contributions In Last FY ($)(1) | | | Aggregate Earnings in Last FY ($) | | | Aggregate Withdrawals/ Distributions ($) | | | Aggregate Balance at Last FYE ($)(2) | |
Darren M. Rebelez | | | $— | | | $— | | | $— | | | $— | | | $— |
Stephen P. Bramlage, Jr. | | | $77,829 | | | $— | | | $9,400 | | | $— | | | $136,736 |
Ena Williams | | | $— | | | $— | | | $— | | | $— | | | $— |
Thomas P. Brennan | | | $— | | | $— | | | $— | | | $— | | | $— |
Chad M. Frazell | | | $— | | | $— | | | $— | | | $— | | | $— |
(1) | The Company makes no contributions to deferrals. |
(2) | All amounts in this column attributable to NEO contributions to the Deferred Compensation Plan were reported in the Summary Compensation Table with respect to the relevant fiscal year as salary or non-equity incentive plan compensation, as applicable, if the NEO was a NEO with respect to the fiscal year in which the relevant amount was earned. No portion of any NEO’s balance in the Deferred Compensation Plan that is attributable to earnings was reported in the Summary Compensation Table because such earnings are not above-market or preferential. |
Notice & Proxy Statement | | | 53 | | | ![]() |
Darren M. Rebelez | ||||||||||||||||||||||||
| | Voluntary Termination | | | Involuntary Termination | | | No Termination | ||||||||||||||||
Executive Benefits and Payments Upon Termination | | | Voluntary Resignation(1) | | | Retirement(2) | | | Death(3) | | | Disability(4) | | | Involuntary For Cause Termination(5) | | | Involuntary Not for Cause/Good Reason Termination(6) | | | Change in Control (Not for Cause/ Good Reason Termination)(7)(8) | | | Change of Control (Without Termination)(8) |
Severance Pay | | | — | | | — | | | — | | | — | | | — | | | $2,400,000 | | | $10,065,000 | | | $— |
Value of Long-Term Incentives(9) | | | — | | | — | | | $17,685,451 | | | $17,685,451 | | | — | | | $2,345,113 | | | $24,728,781 | | | $— |
Annual Incentive Program(10) | | | $2,826,000 | | | $2,826,000 | | | $2,826,000 | | | $2,826,000 | | | $2,826,000 | | | $2,826,000 | | | $2,826,000 | | | $2,826,000 |
Post-Employment Health Care(11) | | | — | | | — | | | — | | | — | | | — | | | $29,501 | | | $36,876 | | | $— |
Life Insurance Proceeds | | | — | | | — | | | $1,000,000 | | | — | | | — | | | $— | | | $— | | | $— |
Disability Benefits | | | — | | | — | | | — | | | $2,065,915 | | | — | | | $— | | | $— | | | $— |
TOTAL | | | $2,826,000 | | | $2,826,000 | | | $21,511,451 | | | $22,577,266 | | | $2,826,000 | | | $7,600,614 | | | $37,656,657 | | | $2,826,000 |
Stephen P. Bramlage, Jr. | ||||||||||||||||||||||||
| | Voluntary Termination | | | Involuntary Termination | | | No Termination | ||||||||||||||||
Executive Benefits and Payments Upon Termination | | | Voluntary Resignation(1) | | | Retirement(2) | | | Death(3) | | | Disability(4) | | | Involuntary For Cause Termination(5) | | | Involuntary Not for Cause/Good Reason Termination(6) | | | Change in Control (Not for Cause/ Good Reason Termination)(7)(8) | | | Change of Control (Without Termination)(8) |
Severance Pay | | | — | | | — | | | — | | | — | | | — | | | $1,125,000 | | | $3,855,000 | | | — |
Value of Long-Term Incentives(9) | | | — | | | — | | | $4,862,623 | | | $4,862,623 | | | — | | | — | | | $6,793,951 | | | — |
Annual Incentive Program(10) | | | $1,177,500 | | | $1,177,500 | | | $1,177,500 | | | $1,177,500 | | | $1,177,500 | | | $1,177,500 | | | $1,177,500 | | | $1,177,500 |
Post-Employment Health Care(11) | | | — | | | — | | | — | | | — | | | — | | | $29,836 | | | $39,781 | | | — |
Disability Benefits | | | — | | | — | | | — | | | $2,502,790 | | | — | | | — | | | — | | | — |
TOTAL | | | $1,177,500 | | | $1,177,500 | | | $6,040,123 | | | $8,542,913 | | | $1,177,500 | | | $2,332,336 | | | $11,866,232 | | | $1,177,500 |
Ena Williams | ||||||||||||||||||||||||
| | Voluntary Termination | | | Involuntary Termination | | | No Termination | ||||||||||||||||
Executive Benefits and Payments Upon Termination | | | Voluntary Resignation(1) | | | Retirement(2) | | | Death(3) | | | Disability(4) | | | Involuntary For Cause Termination(5) | | | Involuntary Not for Cause/Good Reason Termination(6) | | | Change in Control (Not for Cause/ Good Reason Termination)(7)(8) | | | Change of Control (Without Termination)(8) |
Severance Pay | | | — | | | — | | | — | | | — | | | — | | | $1,125,000 | | | $3,855,000 | | | — |
Value of Long-Term Incentives(9) | | | — | | | — | | | $5,258,689 | | | $5,258,689 | | | — | | | — | | | $7,260,538 | | | — |
Annual Incentive Program(10) | | | $1,177,500 | | | $1,177,500 | | | $1,177,500 | | | $1,177,500 | | | $1,177,500 | | | $1,177,500 | | | $1,177,500 | | | $1,177,500 |
Post-Employment Health Care(11) | | | — | | | — | | | — | | | — | | | — | | | $30,109 | | | $30,109 | | | — |
Disability Benefits | | | — | | | — | | | — | | | $2,370,866 | | | — | | | — | | | — | | | — |
TOTAL | | | $1,177,500 | | | $1,177,500 | | | $6,436,189 | | | $8,807,055 | | | $1,177,500 | | | $2,325,082 | | | $12,323,147 | | | $1,177,500 |
Notice & Proxy Statement | | | 54 | | | ![]() |
Thomas P. Brennan | ||||||||||||||||||||||||
| | Voluntary Termination | | | Involuntary Termination | | | No Termination | ||||||||||||||||
Executive Benefits and Payments Upon Termination | | | Voluntary Resignation(1) | | | Retirement(2) | | | Death(3) | | | Disability(4) | | | Involuntary For Cause Termination(5) | | | Involuntary Not for Cause/Good Reason Termination(6) | | | Change in Control (Not for Cause/ Good Reason Termination)(7)(8) | | | Change of Control (Without Termination)(8) |
Severance Pay | | | — | | | — | | | — | | | — | | | — | | | $855,000 | | | $2,481,350 | | | — |
Value of Long-Term Incentives(9) | | | — | | | — | | | $3,204,961 | | | $3,204,961 | | | — | | | — | | | $4,424,266 | | | — |
Annual Incentive Program(10) | | | $671,175 | | | $671,175 | | | $671,175 | | | $671,175 | | | $671,175 | | | $671,175 | | | $671,175 | | | $671,175 |
Post-Employment Health Care(11) | | | — | | | — | | | — | | | — | | | — | | | $29,836 | | | $39,781 | | | — |
Disability Benefits | | | — | | | — | | | — | | | $2,634,571 | | | — | | | — | | | — | | | — |
TOTAL | | | $671,175 | | | $671,175 | | | $3,876,136 | | | $6,510,707 | | | $671,175 | | | $1,556,011 | | | $7,617,571 | | | $671,175 |
Chad M. Frazell | ||||||||||||||||||||||||
| | Voluntary Termination | | | Involuntary Termination | | | No Termination | ||||||||||||||||
Executive Benefits and Payments Upon Termination | | | Voluntary Resignation(1) | | | Retirement(2) | | | Death(3) | | | Disability(4) | | | Involuntary For Cause Termination(5) | | | Involuntary Not for Cause/Good Reason Termination(6) | | | Change in Control (Not for Cause/ Good Reason Termination)(7)(8) | | | Change of Control (Without Termination)(8) |
Severance Pay | | | — | | | — | | | — | | | — | | | — | | | $817,500 | | | $2,373,475 | | | — |
Value of Long-Term Incentives(9) | | | — | | | — | | | $2,379,912 | | | $2,379,912 | | | — | | | — | | | $3,345,044 | | | — |
Annual Incentive Program(10) | | | $641,738 | | | $641,738 | | | $641,738 | | | $641,738 | | | $641,738 | | | $641,738 | | | $641,738 | | | $641,738 |
Post-Employment Health Care(11) | | | — | | | — | | | — | | | — | | | — | | | $29,836 | | | $39,781 | | | — |
Disability Benefits | | | — | | | — | | | — | | | $2,287,199 | | | — | | | — | | | — | | | — |
TOTAL | | | $641,738 | | | $641,738 | | | $3,021,650 | | | $5,308,849 | | | $641,738 | | | $1,489,073 | | | $6,400,037 | | | $641,738 |
(1) | Upon a voluntary resignation, all unvested RSUs and PSUs are forfeited. |
(2) | “Retirement” means normal retirement upon satisfying either the “rule of 65” (55 years of age plus 10 years of service) or “rule of 75” (age plus full years of service equals at least 75). In such event, all RSUs and PSUs remain outstanding and vest on the regularly scheduled vesting date, in the case of PSUs, subject to achievement of applicable performance goals. None of the NEOs had met the “rule of 65” or the “rule of 75” as of April 30, 2024, and accordingly, were not eligible to retire and continue vesting in any RSUs or PSUs. |
(3) | Upon death, Mr. Rebelez’s beneficiary will receive payment of the proceeds of a $1 million supplemental life insurance policy provided to him under the terms of his employment agreement. Proceeds from the Company’s group life insurance coverage, equal to one-times base salary (up to a maximum payout of $250,000), have not been included in the tables because it is provided to each NEO under a broad-based, non-discriminatory benefit plan. |
(4) | If an NEO becomes “disabled” as defined in the Company’s Long-Term Disability Plan, he or she will receive monthly disability payments equal to $5,000 per month to age 67 (i.e., the Social Security Normal Retirement Age). In addition, each NEO is eligible for additional supplemental long-term disability coverage, which would provide the following additional amounts of coverage, per month: Mr. Rebelez, $30,000; Mr. Bramlage, $30,000; Ms. Williams, $30,000; Mr. Brennan, $30,000; and Mr. Frazell, $26,900. The estimated present value of such disability benefits is reflected in the tables. Upon termination of employment due to disability, all unvested RSUs and PSUs will be treated in the same manner as death, as described in the preceding paragraph. |
(5) | Upon termination for cause, all unvested RSUs and PSUs are forfeited. |
(6) | Under the employment agreement for Mr. Rebelez, upon his involuntary termination other than by the Company for cause or by him for good reason (as defined in the applicable employment agreement), the Company would be obligated to pay Mr. Rebelez (i) a lump-sum cash payment equal to 24 months’ base salary, and for 24 months following such termination, a monthly cash payment equal to Mr. Rebelez’s monthly COBRA premiums, in each case, subject to the execution of a general release in favor of the Company and compliance with certain restrictive covenants, and (ii) a prorated portion of his target AIP amount for the fiscal year of such termination. Under the employment agreements for Mr. Bramlage and Ms. Williams, and the Officer Severance Plan for the other NEOs, upon their involuntary termination other than by the Company for cause or by them for good reason (as defined in the applicable employment agreement or severance plan), the Company would be obligated to pay 18 months’ base salary and COBRA premiums, payable in equal installments over 18 months, in each case, subject to the execution of a general release in favor of the Company and compliance with certain restrictive covenants. |
(7) | Upon termination of a NEO’s employment prior to the earlier of the second anniversary of a change of control and the executive’s normal retirement date (as defined in the 401K Plan) (the “Employment Period”) for reasons other than cause, death or disability, or for good reason by the NEO (as defined in the applicable COC Agreement), the Company is obligated to pay the NEO a lump-sum cash severance payment in an amount equal to the sum of (a) two times (for Mr. Rebelez, 2.5 times) the sum of (i) the NEO’s then-current annual base salary and (ii) the greater of the annual bonus received by the NEO for the last full fiscal year prior to such termination or the last full fiscal year prior to the change of control (the “Recent Bonus”); (b) a pro rata |
Notice & Proxy Statement | | | 55 | | | ![]() |
(8) | For RSUs and PSUs awarded to the NEOs during the 2022-2024 fiscal years, such awards would not vest upon a change of control if they are assumed by the acquirer or substituted for new awards in a manner that preserves the material terms and conditions of the awards (unless, within 24 months following a change of control, the NEOs’ employment is terminated without cause or by the NEO for good reason, or as a result of death or disability, in which case such awards would automatically vest) (i.e. “double-trigger” vesting). For the purposes of estimating the awards for the Change in Control (Not for Cause/Good Reason Termination) column, it was calculated using the target level of PSUs, and for the Change of Control (Without Termination) column, assuming they were assumed or adequately substituted by the acquirer. The actual value, if any, realized by a NEO from PSUs will depend on the actual performance level achieved by the Company for the applicable performance periods. Any reductions with respect to Section 280G, as described in the preceding paragraph, are not reflected in the tables. |
(9) | The amounts reported for long-term incentives are based on the closing price of the Company’s stock on April 28, 2024 ($319.58), the last trading day of the fiscal year. No amount is reported for RSUs or PSUs that vested prior to the end of the 2024 fiscal year. |
(10) | The payout under the AIP for each NEO is earned if the NEO is employed through the end of the Company’s 2024 fiscal year (i.e., April 30, 2024) which is the assumed effective date of termination for the tables. As such, it is included under all termination and separation scenarios and assumes the event is not subject to the Company’s “clawback” policy or is otherwise forfeited. |
(11) | Health care costs are based on estimates of the Company’s current costs for such benefits as of April 30, 2024. |
Notice & Proxy Statement | | | 56 | | | ![]() |
Notice & Proxy Statement | | | 57 | | | ![]() |
| Pay Versus Performance Table | | ||||||||||||||||||||||||
| Fiscal Year | | | Summary Compensation Table For PEO(1)(3) | | | CAP to PEO(1)(2) | | | Average Summary Compensation Table for Non-PEO NEOs(1)(3) | | | Average CAP to Non-PEO NEOs(1)(2) | | | Value of Initial Fixed $100 Investment based on:(4) | | | GAAP Net Income | | | EBITDA(5) | | |||
| Casey’s TSR | | | Peer Group TSR | | |||||||||||||||||||||
| 2024 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
| 2023 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
| 2022 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
| 2021 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
(1) |
(2) | The following amounts were deducted from and/or added to Summary Compensation Table (“SCT”) total compensation in accordance with the SEC-mandated adjustments to calculate CAP. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards: |
| | | | | | | | | | | | | | | | | | | | |||||||||||
| | | | 2024 | | | 2023 | | | 2022 | | | 2021 | | | |||||||||||||||
| | Figures reflected in $000s | | | PEO | | | Average other NEOs | | | PEO | | | Average other NEOs | | | PEO | | | Average other NEOs | | | PEO | | | Average other NEOs | | |||
| | Summary Comp. Table Total | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | ||
| | Grant Date Fair Value of Current Fiscal Year Awards | | | ($ | | | ($ | | | ($ | | | ($ | | | ($ | | | ($ | | | ($ | | | ($ | | | ||
| | Fair Value Current Fiscal Year Awards at Fiscal Year End | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | ||
| | Change in Fair Value of Prior Fiscal Year Awards (Outstanding) | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | ||
| | Change in Fair Value of Prior Fiscal Year Awards (Vested) | | | ($ | | | ($ | | | ($ | | | ($ | | | ($ | | | ($ | | | $ | | | $ | | |||
| | Dividends Accrued in Fiscal Year | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | ||
| | Compensation Actually Paid | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | ||
| | | | | | | | | | | | | | |
(3) | Reflects the total compensation reported in the SCT for the applicable year for Mr. Rebelez as the PEO and the average of the total compensation reported in the SCT for the applicable year for each of the other NEOs listed in Footnote 1. |
(4) | Reflects TSR, cumulative for the measurement periods beginning on May 1, 2020, and ending on each of April 30, 2021, 2022, 2023 and 2024, the last day of each fiscal year, respectively, calculated in accordance with Item 201(e) of Regulation S-K. “Peer Group” represents the S&P 1500 Consumer Staples Sector Index (“CAP Peer Group”). |
(5) | Reflects the “company selected measure.” |
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| Tabular List of Performance Measures | | |||||||||
| | | | | | | |
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Plan category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted-average exercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
| | (a) | | | (b) | | | (c) | |
Equity compensation plans approved by security holders | | | 491,862(1) | | | — | | | 1,135,976(2) |
Equity compensation plans not approved by security holders | | | — | | | — | | | — |
Total | | | 491,862(1) | | | — | | | 1,135,976(2) |
(1) | Represents unvested RSU and PSU grants made under the 2018 Plan. No stock options have been granted under the 2018 Plan, and as such, none were outstanding as of April 30, 2024. |
(2) | This amount represents shares of Common Stock available for issuance under the 2018 Plan. Awards available for issuance include stock options, stock appreciation rights, restricted stock, restricted stock units and other equity-based and equity-related awards, as defined in the 2018 Plan. |
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Committee Retainers | | | Chair | | | Member |
Audit Committee | | | $32,500 | | | $15,000 |
Compensation Committee | | | $25,000 | | | $10,000 |
Nominating and Corporate Governance Committee | | | $20,000 | | | $8,000 |
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Director | | | Fees Earned or Paid in Cash ($)(1) | | | Stock Awards ($)(2) | | | All Other Compensation ($)(3) | | | Total ($) |
Diane C. Bridgewater(4) | | | $105,000 | | | — | | | $95 | | | $105,095 |
Sri Donthi | | | $105,000 | | | $126,505 | | | $95 | | | $231,600 |
Donald E. Frieson | | | $108,000 | | | $126,505 | | | $95 | | | $234,600 |
Cara K. Heiden | | | $122,500 | | | $126,505 | | | $62 | | | $249,067 |
H. Lynn Horak(4) | | | $248,000 | | | — | | | $38 | | | $248,038 |
David K. Lenhardt | | | $125,000 | | | $126,505 | | | $95 | | | $251,600 |
Maria Castañón Moats(5) | | | — | | | — | | | — | | | — |
Larree M. Renda | | | $115,000 | | | $126,505 | | | $95 | | | $241,600 |
Judy K. Schmeling | | | $138,000 | | | $126,505 | | | $95 | | | $264,600 |
Michael Spanos | | | $105,000 | | | $126,505 | | | $95 | | | $231,600 |
Gregory A. Trojan | | | $100,000 | | | $126,505 | | | $95 | | | $226,600 |
Allison M. Wing | | | $100,000 | | | $126,505 | | | $95 | | | $226,600 |
(1) | Each non-employee director received $90,000 in cash plus certain additional cash retainers for service on committees as members and chairs and for service as Board Chair (as to Mr. Horak, who retired in September 2023) and Lead Independent Director (as to Ms. Schmeling), as noted above. |
(2) | At the end of the 2024 fiscal year, each non-employee director (other than Ms. Bridgewater and Mr. Horak, who retired effective September 6, 2023, during the 2023 fiscal year, and Ms. Castañón Moats, who became a director effective July 1, 2024, after the end of the 2023 fiscal year) held 530 RSUs, which will cliff-vest on the date of the 2024 Annual Meeting, subject, in each case, to continued service as a director. The actual value, if any, that is realized from an RSU award will depend on the market price of Common Stock on the applicable vesting date. For information about the financial reporting of the RSUs granted in the 2024 fiscal year, see Note 4 to the Company’s consolidated financial statements included in the Company’s Form 10-K filing with respect to the 2024 fiscal year. |
(3) | Amounts included in this column represent life insurance premiums. |
(4) | Ms. Bridgewater and Mr. Horak each retired from the Board effective September 6, 2023, during the 2024 fiscal year. |
(5) | Ms. Castañón Moats was elected to the Board effective July 1, 2024, during the Company’s 2025 fiscal year, and as such, she did not receive any compensation for service as a director during the 2024 fiscal year. |
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| | 2024 | | | 2023 | |
Audit Fees(1) | | | $1,475,000 | | | $1,403,000 |
Audit-Related Fees(2) | | | $0 | | | $314,836 |
Tax Fees(3) | | | $35,983 | | | $25,178 |
All Other Fees(4) | | | $1,780 | | | $1,780 |
| | $1,510,983 | | | $1,744,794 |
(1) | Audit fees primarily relate to (i) the audit of our consolidated financial statements for the indicated fiscal years, (ii) the audit of the effectiveness of internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, and (iii) the reviews of our unaudited consolidated condensed interim financial statements during the indicated fiscal years. |
(3) | Audit-related fees for 2023 relate to buy-side financial and tax due diligence services. |
(4) | Tax fees primarily relate to fees for general tax consulting. |
(5) | All other fees relate to costs for an online accounting research tool. |
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1 | https://www.ipcc.ch/report/ar6/wg3/downloads/report/IPCC_AR6_WGIII_FullReport.pdf p. 1 |
2 | https://www.oxfordeconomics.com/resource/the-global-economic-costs-of-climate-inaction/ |
3 | https://www.ipcc.ch/report/ar6/wg3/downloads/report/IPCC_AR6_WGIII_FullReport.pdf p. 1 |
4 | https://www.epa.gov/transportation-air-pollution-and-climate-change/carbon-pollution-transportation#transportation |
5 | https://www.sec.gov/Archives/edgar/data/726958/000072695823000059/casy-20230430.htm p. 6 |
6 | https://progressivegrocer.com/pg-100-biggest-players-grocery-retail |
7 | https://www.sec.gov/Archives/edgar/data/726958/000072695823000059/casy-20230430.htm#if4da3a91510e41378df36a5898e36d11_16 p. 14 |
8 | https://s2.q4cdn.com/194594550/files/doc_downloads/sustainability/2023/sustainability-report-2023.pdf p. 42 |
9 | https://corpo.couche-tard.com/fr/pilier/planete/ |
10 | https://mobilecontent.costco.com/live/resource/img/23w10059/1-Craig-and-Ron_letter.pdf p. 1 |
11 | https://corpo.couche-tard.com/wp-content/uploads/2023/07/ACT_Sustainability_Report_2023.pdf p. 47 |
12 | https://s2.q4cdn.com/194594550/files/doc_downloads/sustainability/2023/sustainability-report-2023.pdf p. 43 |
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| Forward-Looking Statements | |
| This Proxy Statement contains statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including those related to expectations for future periods, possible or assumed future results of operations, financial conditions, liquidity and related sources or needs, business and/or integration strategies, plans and synergies, supply chain, growth opportunities, and performance of our business and at our stores. There are a number of known and unknown risks, uncertainties, and other factors that may cause our actual results to differ materially from any results expressed or implied by these forward-looking statements, including but not limited to the execution of our new three-year strategic plan, the integration and financial performance of acquired stores, wholesale fuel, inventory and ingredient costs, distribution challenges and disruptions, the impact and duration of the conflict in Ukraine or other geopolitical disruptions, as well as other risks, uncertainties and factors which are described in the Company’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q, as filed with the Securities and Exchange Commission and available on our website. Any forward-looking statements contained in the Proxy Statement represent our current views as of the date of the Proxy Statement with respect to future events, and Casey’s disclaims any intention or obligation to update or revise any forward-looking statements in the Proxy Statement whether as a result of new information, future events, or otherwise. | |
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| | Fiscal Year Ended | |||||||||||||
| | April 30, 2024 | | | April 30, 2023 | | | April 30, 2022 | | | April 30, 2021 | | | April 30, 2020 | |
Net income | | | $501,972 | | | 446,691 | | | 339,790 | | | 312,900 | | | 263,846 |
Interest, net | | | $53,441 | | | 51,815 | | | 56,972 | | | 46,679 | | | 53,419 |
Depreciation and amortization | | | $349,797 | | | 313,131 | | | 303,541 | | | 265,195 | | | 251,174 |
Federal and state income taxes | | | $154,188 | | | 140,827 | | | 100,938 | | | 94,470 | | | 78,202 |
EBITDA | | | $1,059,398 | | | 952,464 | | | 801,241 | | | 719,244 | | | 646,641 |
| | Fiscal Year Ended | |||||||||||||
| | April 30, 2024 | | | April 30, 2023 | | | April 30, 2022 | | | April 30, 2021 | | | April 30, 2020 | |
Net income | | | $501,972 | | | 446,691 | | | 339,790 | | | 312,900 | | | 263,846 |
Federal and state income taxes | | | $154,188 | | | 140,827 | | | 100,938 | | | 94,470 | | | 78,202 |
Interest, net | | | $53,441 | | | 51,815 | | | 56,972 | | | 46,679 | | | 53,419 |
EBIT | | | $709,601 | | | 639,333 | | | 497,700 | | | 454,049 | | | 395,467 |
Tax effect* | | | $(166,746) | | | (153,247) | | | (113,986) | | | (105,295) | | | (90,415) |
Operating profit after depreciation and taxes (a) | | | $542,855 | | | 486,086 | | | 383,714 | | | 348,754 | | | 305,052 |
| | | | | | | | | | ||||||
Lines of credit | | | $— | | | — | | | — | | | — | | | 120,000 |
Current maturities of long-term debt | | | $53,181 | | | 52,861 | | | 24,466 | | | 2,354 | | | 570,280 |
Long-term debt, net of current maturities | | | $1,582,758 | | | 1,620,513 | | | 1,663,403 | | | 1,361,395 | | | 714,502 |
Total shareholders’ equity | | | $3,015,381 | | | 2,660,666 | | | 2,240,838 | | | 1,932,679 | | | 1,643,205 |
Total invested capital | | | $4,651,320 | | | 4,334,040 | | | 3,928,707 | | | 3,296,428 | | | 3,047,987 |
Average invested capital (b) | | | $4,492,680 | | | 4,131,374 | | | 3,612,568 | | | 3,172,208 | | | 2,916,118 |
| | | | | | | | | |||||||
Return on invested capital (ROIC) (a) / (b) | | | 12.1% | | | 11.8% | | | 10.6% | | | 11.0% | | | 10.5% |
* | EBIT is tax effected using the effective tax rate for the reported period. Effective tax rate is federal and state income taxes divided by income before income taxes. |
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