Cara Heiden
CASEYS GENERAL STORESAbout Cara Heiden
Independent director at Casey’s General Stores since 2017, age 69, and Audit Committee Chair designated as an Audit Committee Financial Expert. Former Co‑President of Wells Fargo Home Mortgage with deep finance, risk, regulatory, and consumer lending experience; recognized multiple times among U.S. Banker’s “25 Most Powerful Women in Banking.” Board independence affirmed under Nasdaq standards; FY25 attendance was 100% of Board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo Home Mortgage | Co‑President | 2004–2011 | Led national mortgage operations; strategic and P&L oversight |
| Wells Fargo Home Mortgage | Head of National Consumer Lending | 1998–2004 | Consumer credit strategy, underwriting and compliance |
| Wells Fargo Home Mortgage | Head of Loan Administration | 1994–1997 | Servicing operations, controls |
| Wells Fargo Home Mortgage | VP/CFO | 1992–1994 | Financial reporting, controls |
| Wells Fargo Bank Iowa | SVP/CFO | 1988–1992 | Regional finance leadership |
| Wells Fargo | Financial leadership positions | 1981–1988 | Finance and accounting foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | Proxy lists no current public company directorships for Ms. Heiden |
Board Governance
- Committee assignments: Audit Committee Chair; Audit Committee Financial Expert
- Audit Committee scope: appoint/oversee auditor; financial risk oversight; cybersecurity and food safety oversight; standing executive sessions (CFO, internal audit, auditor); FY25 meetings: 5
- Independence: all committee members independent; Board majority independent; Ms. Heiden independent
- Attendance: Board held five meetings; each director attended 100% of Board and applicable committee meetings; all directors attended last annual meeting
- Executive sessions: Board held four executive sessions in FY25
- Over-boarding & tenure limits: max two other public boards; general limits—15 years service and/or age 75, absent good reason
- Shareholder re‑election support (2025 Annual Meeting): For 30,592,128; Against 238,280; Abstain 24,767; broker non‑votes 3,433,525
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $100,000 | Increased effective 2024 Annual Meeting |
| Audit Committee Chair Cash Retainer | $32,500 | Members $15,000 |
| Compensation Committee Chair Cash Retainer (schedule) | $25,000 | Members $10,000 |
| Nominating & Corporate Governance Chair Cash Retainer (schedule) | $20,000 | Members $8,000 |
| Lead Independent Director Cash Retainer (schedule) | $40,000 | — |
| FY25 Fees Earned (Cara Heiden) | $130,500 | Includes Board and committee retainers |
| FY25 “All Other Compensation” (life insurance premiums) | $62 | Group plan coverage |
| FY25 Total (cash + stock awards + other) | $293,253 | Stock awards shown below |
Performance Compensation
| Equity Component | Grant/Units | Grant Date Fair Value | Vesting & Terms |
|---|---|---|---|
| Annual Equity Retainer (RSUs) – FY25 | 442 RSUs outstanding at FY‑end | $162,691 | Time‑based RSUs granted at annual meeting; cliff‑vest at next annual meeting; accrue dividend equivalents paid only upon vesting |
| Equity program design | — | — | Annual equity retainer increased to $165,000 beginning 2024 Annual Meeting; RSUs based on 20‑day average price; no performance metrics for director RSUs |
No options or PSUs are granted to non‑employee directors; director equity is time‑based RSUs, not performance‑conditioned.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None for Ms. Heiden |
| Compensation Committee interlocks | Company disclosed no interlocks for C/HC Committee in FY25 (applies to Trojan/Frieson/Wing) |
Expertise & Qualifications
- Finance, accounting, financial reporting; risk management; regulatory and compliance; corporate strategy; M&A; consumer marketing
- Audit Committee Financial Expert designation
- Recognitions: multiple appearances on U.S. Banker’s “25 Most Powerful Women in Banking”
Equity Ownership
| Holder | Direct Ownership | RSUs Vesting Within 60 Days | 401(k) Shares | Total Beneficial Ownership | % of Class | Notes |
|---|---|---|---|---|---|---|
| Cara K. Heiden | 9,101 | — (footnote notes 442 RSUs will vest) | — | 9,101 | <1% | Includes 4,000 shares jointly owned with spouse under shared voting/dispositive power |
- Director stock ownership guideline: within five years, directors must hold at least 5x annual cash retainer (as of Sept 2024: $100,000 → $500,000 requirement). Restricted stock, unvested service RSUs, and vested 401(k) shares count; PSUs and options do not. Company prohibits hedging and pledging of Company stock.
Governance Assessment
- Strengths: Independent Audit Chair with ACFE credential; explicit oversight of cybersecurity and food safety—material operational risk areas for a convenience retailer. Attendance and engagement at 100% in FY25; re‑elected with strong support (≈99.2% of votes cast “for” excluding broker non‑votes). Director compensation aligned with peers, balanced cash/equity, no meeting fees, and time‑based RSUs; robust ownership requirements and anti‑hedging/anti‑pledging policy.
- Conflicts/related‑party exposure: Company reports no related‑party transactions reviewed/approved in FY25; Ms. Heiden’s beneficial ownership includes joint holdings with spouse but no pledging permitted.
- Board effectiveness signals: Regular executive sessions (four in FY25); majority‑independent Board; clear over‑boarding limits; tenure/age guidelines; strong say‑on‑pay outcomes (97.9% approval in 2024).
- Red flags: None disclosed specific to Ms. Heiden; no other public boards minimizes interlocks; no legal proceedings/SEC investigations noted in proxy; equity awards for directors are not performance‑based, but time‑based RSUs are standard market practice.
Advisory: As Audit Chair overseeing cybersecurity and food safety, Ms. Heiden’s domain expertise directly addresses high‑impact operational risks; continued 100% attendance and strong re‑election support underpin investor confidence in Board risk oversight.