David Lenhardt
CASEYS GENERAL STORESAbout David K. Lenhardt
Independent director of Casey’s (CASY); former President & CEO of PetSmart and ex-Bain manager. Age 56; director since 2018; currently Chair of the Nominating & Corporate Governance (NCG) Committee. Core credentials include public company CEO experience, M&A execution (led PetSmart’s $8.7B sale to BC Partners), finance/accounting oversight, and retail/consumer operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PetSmart, Inc. | President & CEO | 2013–2015 | Led strategic review resulting in $8.7B sale to BC Partners, highest equity valuation in company history |
| PetSmart, Inc. | President/COO | 2012–2013 | Oversight of operations and services |
| PetSmart, Inc. | Management roles | 2000–2012 | Operations and leadership across retail functions |
| Bain & Company, Inc. | Manager | 1996–2000 | Led consulting teams for retail, technology, and e-commerce clients |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company boards listed |
Board Governance
- Committee memberships: Chair, Nominating & Corporate Governance (NCG) Committee; members Larree Renda and Judy Schmeling; all independent; FY25 meetings: 4 .
- Independence: Board determined all directors other than the CEO are independent; all committee members are independent .
- Attendance: Board held five meetings in FY25; each director attended 100% of Board and applicable committee meetings; all directors attended last year’s annual meeting .
- Executive sessions: The Board held four executive sessions in FY25 .
- Lead Independent Director (LID): Judy A. Schmeling; robust LID duties and authority per Governance Guidelines .
- Overboarding policy: Directors may not serve on more than two other public company boards .
- Age/tenure guidelines: General tenure limit of 15 years and/or age 75 (absent good reason) .
Fixed Compensation (Director)
| Component | Details |
|---|---|
| Annual cash retainer | $100,000 (effective as of the 2024 Annual Meeting; paid quarterly) |
| Annual equity retainer | $165,000 in time-based RSUs; vests at next annual shareholders’ meeting; accrues cash dividend equivalents only upon vesting |
| Committee chair/member retainers | Audit: Chair $32,500 / Member $15,000; Compensation: Chair $25,000 / Member $10,000; NCG: Chair $20,000 / Member $8,000; LID retainer: $40,000 |
FY25 compensation for David K. Lenhardt:
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| David K. Lenhardt | 121,250 | 162,691 | 95 | 284,036 |
Notes:
- RSU grants to directors: each non-employee director held 442 RSUs that will cliff-vest at the 2025 Annual Meeting (subject to continued service) .
- Plan cap: maximum annual value (cash + equity) for a non-employee director $750,000; $975,000 if independent Board chair .
Performance Compensation (Company Programs overseen by Board)
Directors do not have performance-based pay; they oversee management’s incentive programs.
Annual Incentive Program (AIP) – FY25 metrics and results:
| Metric | Weight | Threshold | Target | Max | FY25 Actual | Payout Contribution |
|---|---|---|---|---|---|---|
| EBITDA ($mm) | 60% | 971 | 1,142 | 1,313 | 1,208 | 83% of target |
| Same-store inside sales growth (%) | 40% | 1 | 4 | 7 | 2.6 | 26% of target |
| Total AIP payout | — | — | — | — | — | 109% of target |
Long-Term Incentive Program (LTIP) – structure and PSU metrics (FY25–FY27):
| Component | Award Type | % of LTIP | Performance Range | TSR Modifier | Vesting |
|---|---|---|---|---|---|
| EBITDA (3-year cumulative) | PSUs | 37.5% | 50% / 100% / 200% of target | +/-25% vs S&P 500; up to 250% max | 6/15/2027 |
| ROIC (3-year average) | PSUs | 37.5% | 50% / 100% / 200% of target | +/-25% vs S&P 500; up to 250% max | 6/15/2027 |
| Time-based | RSUs | 25% | Time-based (no performance) | — | Tranches on 6/15/2025–2027 |
Recent LTIP payout (FY23 grant; performance FY23–FY25):
| PSU Metric | Threshold | Target | Max | Actual | TSR Modifier | Earned (% of target) |
|---|---|---|---|---|---|---|
| EBITDA (3-year cumulative, $mm) | 2,500 | 2,651 | 2,808 | 3,212 | Top quartile (94th percentile) → +25% | 250% |
| ROIC (3-year avg, %) | 7.5 | 9.5 | 10.5 | 11.8 | Top quartile (94th percentile) → +25% | 250% |
Say-on-Pay support:
| Year | Approval (%) |
|---|---|
| 2024 | 97.9 |
| 2023 | 97.6 |
| 2022 | 97.0 |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Lenhardt .
- Compensation committee interlocks: None during FY25; C/HC members were Trojan (Chair), Frieson, Wing; none have relationships requiring Item 404 disclosure .
Expertise & Qualifications
- Public company CEO experience; senior operations leadership; consumer products/retail; real estate/development; capital markets/IR; M&A; finance/accounting; risk management; corporate strategy .
Equity Ownership
| Holder | Direct Shares | Unvested RSUs | Options | Total Beneficial Ownership | % of Class | Notes |
|---|---|---|---|---|---|---|
| David K. Lenhardt | 4,612 | 442 (scheduled to vest at 2025 Annual Meeting, subject to service) | — | 4,612 (beneficial ownership per table excludes RSUs) | <1% | Hedging and pledging prohibited by policy |
Ownership guideline and alignment:
- Director guideline: 5× annual cash retainer = $500,000 required within five years .
- Indicative compliance: 4,612 shares × $462.59 FY25 closing price ≈ $2.13 million, exceeding guideline; plus 442 RSUs pending vesting .
Governance Assessment
- Strengths: Independent director; NCG Chair role central to board composition, succession, and sustainability oversight ; 100% meeting attendance by all directors in FY25 ; meaningful personal ownership likely exceeding guideline ; strict anti-hedging/anti-pledging and clawback policies support shareholder alignment . LID framework and frequent executive sessions enhance independent oversight .
- Potential conflicts/related parties: Audit Committee reported no related party transactions requiring approval in FY25 .
- Pay oversight signals: Strong pay-for-performance constructs (EBITDA/ROIC PSUs with rTSR modifier) and high say-on-pay support (97.9% in 2024) indicate investor confidence in compensation governance .
Overall, Lenhardt’s independent status, NCG leadership, attendance, and ownership posture support board effectiveness and investor confidence; no red-flag conflicts or related-party exposures disclosed .
Notes on Data Availability
- Director-specific insider trading (Form 4) data not disclosed in the proxy; no related-party transactions for Lenhardt were reported; if needed, we can supplement with Form 4 insider transaction analysis separately .