Darren Rebelez
CASEYS GENERAL STORESAbout Darren Rebelez
Darren M. Rebelez is Board Chair, President and CEO of Casey’s General Stores, Inc., serving as CEO since 2019 and Chair since June 2023; he is 59 years old and the only non‑independent director on the board . Under his tenure, Casey’s delivered record FY25 performance: EBITDA of $1.2B (+13.2% YoY), net income of $546.5M (+8.8%), diluted EPS of $14.64 (+8.2%), and the stock closed FY25 at $462.59 (+30.9% YoY) . Three‑year PSU awards for FY23–FY25 vested at 200% on EBITDA and ROIC with a +25% rTSR modifier based on 94th percentile relative TSR (actual TSR 120%), for a total 250% payout—evidencing strong pay‑for‑performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IHOP Restaurants (Dine Brands Global unit) | President | 2015–2019 | Led franchised operations and brand strategy for IHOP, prior public company leadership . |
| 7‑Eleven, Inc. | EVP/COO | 2007–2014 | Oversaw operations at a leading convenience chain, deep operations and supply chain expertise . |
| ExxonMobil | Management roles | Prior to 2007 | Early career management experience; foundation in energy/retail operations . |
| Casey’s General Stores | President & CEO; Board Chair | 2019–Present (CEO); Chair since June 2023 | Drove record performance, expansion, and digital engagement; recognized as CSP “Retailer Leader of the Year” in 2024 . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Genuine Parts Company | Director | Since 2023 | Current public company board service; consumer/industrial exposure . |
| Globe Life | Director | 2010–2023 | Prior public company board experience . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Base) | Actual AIP Bonus ($) | Stock Awards Grant-Date FV ($) | Total Compensation ($) |
|---|---|---|---|---|---|
| FY2025 | 1,200,000 | 150% | 1,962,000 | 7,347,609 | 10,680,190 |
| FY2024 | 1,200,000 | 150% (program unchanged) | 2,826,000 | 6,542,924 | 10,626,257 |
| FY2023 | 1,150,000 | 150% (program unchanged) | 3,070,500 | 6,336,938 | 10,607,379 |
| Contract Amendment (effective FY2026) | Provision | Detail |
|---|---|---|
| Term & Renewal | Additional 3‑year term begins June 24, 2025; auto‑renews for 1‑year terms; non‑renewal notice by Jan 1, 2028; transitional role if non‑renewed on/after June 24, 2027 . | |
| Base salary | At least $1,350,000 annually beginning FY2026 . | |
| LTIP target | At least $9,275,000 grant-date value annually beginning FY2026 . | |
| Target bonus | At least 150% of base (unchanged) . | |
| Perquisite | Personal use of company aircraft up to 50 flight hours per fiscal year . |
Performance Compensation
Annual Incentive Program (AIP) – Structure and FY25 Results
| Metric | Weight | Threshold | Target | Max | FY25 Actual | Payout Contribution |
|---|---|---|---|---|---|---|
| EBITDA | 60% | $971M | $1,142M | $1,313M | $1,208M | 83% of target |
| Same‑Store Sales Growth (Inside) | 40% | 1% | 4% | 7% | 2.6% | 26% of target |
| Aggregate payout | — | — | — | — | — | 109% of target |
| FY | AIP Target (% of Base) | AIP Actual Payout ($) |
|---|---|---|
| FY2025 | 150% | 1,962,000 |
| 5‑Year AIP history | Average payout 166%: 2021 (200%), 2022 (188%), 2023 (178%), 2024 (157%), 2025 (109%) . |
Long‑Term Incentive Program (LTIP) – Design and Grants
| Component | Weight | Grant Date | Target Units | Vesting | Performance Basis |
|---|---|---|---|---|---|
| PSUs – EBITDA | 37.5% | 6/6/2024 | 8,429 | Cliff on 6/15/2027 | 3‑yr cumulative EBITDA; 50/100/200% payout; +/-25% rTSR modifier vs S&P 500 . |
| PSUs – ROIC | 37.5% | 6/6/2024 | 8,429 | Cliff on 6/15/2027 | 3‑yr average ROIC; 50/100/200%; +/-25% rTSR modifier . |
| RSUs (time‑based) | 25% | 6/6/2024 | 5,620 | 1/3 on 6/15/2025, 6/15/2026, 6/15/2027 | Service only; dividend equivalents accrue . |
| FY23 PSU Outcomes (granted June 2022) | Threshold | Target | Max | Actual | rTSR Modifier | Earned (% of Target) |
|---|---|---|---|---|---|---|
| EBITDA (3‑yr cumulative) | $2,500M | $2,651M | $2,808M | $3,212M | Yes, 94th percentile | 250% |
| ROIC (3‑yr avg) | 7.5% | 9.5% | 10.5% | 11.8% | Yes, 94th percentile | 250% |
| Stock Vested in FY2025 | Shares Vested | Value Realized ($) |
|---|---|---|
| Darren M. Rebelez | 44,411 | 16,521,780 |
Equity Ownership & Alignment
| Ownership Item | Amount |
|---|---|
| Direct shares owned | 89,840 |
| 401(k) plan shares | 499 |
| Total beneficial ownership | 90,339; <1% of class (37,180,985 shares outstanding as of June 30, 2025) |
| Stock ownership guideline | CEO: 5x base salary; all NEOs have met requirements . |
| Hedging/pledging | Prohibited for directors/officers; no publicly traded options, short sales; no pledging or margin accounts . |
| Clawback policy | Recovery of incentive pay upon certain restatements; compliant with listing standards . |
| Outstanding Equity at FY25 End (4/30/2025 close $462.59) | Count | Market Value ($) |
|---|---|---|
| Unvested RSUs | 12,968 | 5,998,867 |
| Unearned PSUs (assumed level per SEC guidance) | 116,771 | 54,017,097 |
| RSU Vesting Schedule | 6/15/2025 | 6/15/2026 | 6/15/2027 |
|---|---|---|---|
| Darren M. Rebelez | 6,799 | 4,295 | 1,874 |
| PSU Schedule (as of FY25 end) | Number of PSUs | Performance Period | Vest Date |
|---|---|---|---|
| PSUs – ROIC | 28,163 | 5/1/2023–4/30/2025 | 6/15/2025 |
| PSUs – EBITDA | 28,163 | 5/1/2023–4/30/2025 | 6/15/2025 |
| PSUs – ROIC | 21,794 | 5/1/2024–4/30/2026 | 6/15/2026 |
| PSUs – EBITDA | 21,794 | 5/1/2024–4/30/2026 | 6/15/2026 |
| PSUs – ROIC | 8,429 | 5/1/2025–4/30/2027 | 6/15/2027 |
| PSUs – EBITDA | 8,429 | 5/1/2025–4/30/2027 | 6/15/2027 |
Note: No stock options are outstanding for Rebelez per FY25 year‑end awards table .
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement | Amended Dec 5, 2024; extends 3 years from June 24, 2025; auto‑renew 1‑year terms; transitional role if Company non‑renews on/after June 24, 2027 . |
| Severance (without cause/good reason) | Lump‑sum equal to 24 months’ base salary; 24 months COBRA premiums; pro‑rated target AIP; pro‑rata acceleration of time‑based RSUs (subject to release/covenants) . |
| Non‑compete / Non‑solicit | 2 years post‑termination; breach forfeits outstanding equity and unpaid severance/benefits . |
| Change‑of‑control | Double‑trigger; equity does not accelerate unless awards not assumed or termination without cause/good reason within 24 months; no single‑trigger . |
| Potential payments (illustrative FY25) | Involuntary not for cause/good reason: cash severance $2,400,000; COBRA $31,465; AIP $1,962,000; pro‑rata LTI value $3,306,213; total $7,699,678 . |
| Potential payments (CIC + termination) | Cash severance $7,905,000; LTI value $34,301,049; AIP $1,962,000; healthcare $39,331; total $44,207,379 . |
| Perquisites | Personal aircraft usage up to 50 hours per year (subject to policy) . |
| Clawback | Incentive recovery for certain restatements . |
| Tax gross‑ups | None (policy) . |
Board Governance and Director Service
- Board roles: Board Chair since June 2023; Lead Independent Director is Judy A. Schmeling; Board Chair and CEO roles are combined with enhanced LID responsibilities and annual evaluation of the LID .
- Independence: All directors and committee members are independent except Rebelez (CEO); majority independent board .
- Committees: Audit (Chair: Cara Heiden), Compensation & Human Capital (Chair: Gregory Trojan), Nominating & Corporate Governance (Chair: David Lenhardt) .
- Attendance: Five board meetings in FY25; 100% attendance by each director; four executive sessions held .
- Shareholder governance: Majority voting in uncontested elections; proxy access (3/3/20/20); annual say‑on‑pay; single‑class voting .
- Director stock ownership guidelines: 5x cash retainer for directors; CEO 5x base salary; all NEOs have met requirements .
Performance & Track Record
| KPI | FY25 | YoY |
|---|---|---|
| EBITDA | $1.2B | +13.2% |
| Net Income | $546.5M | +8.8% |
| Diluted EPS | $14.64 | +8.2% |
| Share Price (FY‑end) | $462.59 | +30.9% |
| Store footprint | 2,904 stores across 19 states; 49,000 team members | |
| Growth initiatives | Built/acquired 270 stores in FY25; acquired Fikes/CEFCO (198 stores), expanded to Florida and Alabama | |
| 3‑yr TSR | 120% actual; 94th percentile rTSR vs S&P 500 peer group for FY23–FY25 PSU period |
Performance Compensation – Detailed Mechanics
| Metric | Weighting | Targeting Approach | Payout Curve | rTSR Modifier |
|---|---|---|---|---|
| AIP EBITDA | 60% | Annual budget; committee review | 0–200% of target (25% at threshold) | N/A |
| AIP Same‑Store Sales (Inside) | 40% | Annual plan; committee review | 0–200% of target (25% at threshold) | N/A |
| LTIP PSUs – EBITDA | 37.5% | 3‑yr cumulative EBITDA goals | 50/100/200% at threshold/target/max | +/-25% based on rTSR quartile vs S&P 500 |
| LTIP PSUs – ROIC | 37.5% | 3‑yr average ROIC goals | 50/100/200% at threshold/target/max | +/-25% based on rTSR quartile |
| LTIP RSUs | 25% | Time‑based service | 3‑year ratable vesting | N/A |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: 97.0% (2022), 97.6% (2023), 97.9% (2024) .
- Compensation governance: Independent consultant; double‑trigger CIC; meaningful ownership requirements; no hedging/pledging; no tax gross‑ups .
Risk Indicators & Red Flags
- Dual role (CEO + Chair): Potential concentration of power; mitigated by robust LID mandate, executive sessions, majority‑independent board, and strong governance practices .
- Equity concentration and vesting: Significant outstanding PSUs/RSUs through 2027; hedging/pledging prohibited; ownership guideline met (alignment positive) .
- Change‑of‑control economics: Large potential CIC payout (total ~$44.2M) reflecting high at‑risk equity; structure is double‑trigger (shareholder‑friendly vs single‑trigger) .
Investment Implications
- Strong pay‑for‑performance alignment: AIP and PSU frameworks directly tied to EBITDA, ROIC, and rTSR, with recent 250% PSU payout signaling exceptional execution and TSR leadership .
- Retention and succession: Contract amendment extends tenure through at least FY2028 with competitive base and LTIP targets; 2‑year non‑compete and double‑trigger CIC terms reduce retention risk while aligning incentives to long‑term performance .
- Selling pressure: Equity mix is PSUs/RSUs with sizable vesting schedules; while hedging/pledging is prohibited, periodic vesting may lead to tax‑related share withholding rather than discretionary selling; monitor Form 4s for activity around June 15 vest dates .
- Governance: CEO/Chair combination balanced by a robust Lead Independent Director structure, 100% independent committees, majority voting, and high say‑on‑pay support—reducing governance discount risk .