Ena Williams
CASEYS GENERAL STORESAbout Ena Williams
Casey’s Chief Operating Officer since 2020; Age 56. Prior roles include CEO of National HME (2019–2020) and senior leadership at 7‑Eleven as SVP/Head of International (2008–2018), overseeing global merchandising, marketing, logistics, HR, financial analysis, operations, licensing and expansion . Company performance under the current leadership framework remains strong: FY25 revenue $15.9B, net income $546.5M, EBITDA $1.2B, diluted EPS $14.64; share price at FY25 year-end $462.59 vs $319.58 in FY24 . Long-term performance drove FY23–FY25 PSU payouts at 250% of target due to ROIC/EBITDA max achievement and a +25% rTSR modifier from TSR at the 94th percentile (120% TSR) versus the S&P 500 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National HME, Inc. | Chief Executive Officer | 2019–2020 | Executive leadership of company operations (specific initiatives not disclosed) |
| 7‑Eleven, Inc. | SVP & Head of International; other senior roles | 2008–2018 | Directed global merchandising, marketing, logistics, HR, financial analysis; global operations, licensing and expansion |
External Roles
No external public company board roles disclosed for Ena Williams in the proxy .
Fixed Compensation
| Item | FY 2025 |
|---|---|
| Base Salary ($) | $780,000 |
| AIP Target Bonus (%) | 100% of base (target $780,000) |
| AIP Actual Bonus Paid ($) | $850,200 (109% of target) |
| All Other Compensation ($) | $90,044 (perquisites and benefits) |
Multi‑year summary compensation:
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | $720,000 | $750,000 | $780,000 |
| Stock Awards ($) | $1,831,468 | $1,829,796 | $2,096,625 |
| Non‑Equity Incentive ($) | $1,281,600 | $1,177,500 | $850,200 |
| All Other Compensation ($) | $60,050 | $63,175 | $90,044 |
| Total ($) | $3,893,118 | $3,820,471 | $3,816,869 |
Performance Compensation
Annual Incentive Program (AIP) – FY25 design and outcome:
| Metric | Weighting | Threshold | Target | Maximum | FY25 Actual | FY25 Weighted Payout |
|---|---|---|---|---|---|---|
| EBITDA | 60% | $971M | $1,142M | $1,313M | $1,208M | 83% |
| Same‑Store Sales Growth (Inside) | 40% | 1% | 4% | 7% | 2.6% | 26% |
| Total AIP Payout | — | — | — | — | — | 109% of target (Ena Williams payment $850,200) |
Long‑Term Incentive Program (LTIP) – structure and FY25 grants:
| Component | Weighting | Grant Date | Shares/Units | Grant Date Fair Value ($) | Performance Period | Vesting |
|---|---|---|---|---|---|---|
| RSUs (time‑based) | 25% | 6/5/2024 | 1,607 | $524,075 | N/A | 3 equal annual installments from grant date, subject to continued employment |
| PSUs – ROIC | 37.5% | 6/5/2024 | Threshold 1,206; Target 2,411; Max 4,822 | $786,275 | FY25–FY27 | Cliff vest 6/15/2027, performance‑based |
| PSUs – EBITDA | 37.5% | 6/5/2024 | Threshold 1,206; Target 2,411; Max 4,822 | $786,275 | FY25–FY27 | Cliff vest 6/15/2027, performance‑based |
| rTSR Modifier | ±25% modifier applied to PSU outcomes (top/bottom quartile TSR) | — | — | — | FY23–FY25 PSU awards earned rTSR +25% to reach 250% payout | Applies at vesting |
Vesting cadence and realized value (supply signals):
| Item | FY25 Quantity/Date | FY25 Value |
|---|---|---|
| Shares vested (RSUs+PSUs) | 13,778 (including RSUs and FY22 PSUs) on 6/15/2024 | $5,125,692, using closing price at vest date |
| RSU annual vest dates | 6/15/2025: 1,948; 6/15/2026: 1,212; 6/15/2027: 536 | Value tied to market at vest |
| PSU future vest | FY24 grants: 6/15/2026; FY25 grants: 6/15/2027 | Performance‑contingent; rTSR modifier applies at vest |
Equity Ownership & Alignment
| Ownership/Alignment Item | Detail |
|---|---|
| Beneficial Ownership (as of Jul 1, 2025) | Direct: 18,059; 401K: 381; Total: 18,440; <1% of shares outstanding |
| Unvested RSUs (4/30/2025) | 3,696 units; Market value $1,709,733 at $462.59/share |
| Unearned PSUs (4/30/2025) | 33,556 units; Market value $15,522,670 at $462.59/share (assumptions per SEC guidance) |
| Options | None outstanding; no option exercises in FY25 |
| Stock Ownership Guidelines | Chief/SVPs must hold 3x base salary; Williams requirement $2,430,000 vs owned $11,112,149 (met) |
| Hedging/Pledging | Prohibited for directors/officers; pledging fully banned |
| Clawback | Mandatory recovery of incentive comp upon certain restatements |
Employment Terms
| Term | Key Provision |
|---|---|
| Employment Agreement | Dated May 8, 2020; role as COO |
| Base Salary Minimum | ≥ $650,000 |
| Target Bonus Minimum | ≥ 75% of base salary (actual target can be higher; FY25 target was 100%) |
| LTIP Target Award Value | ≥ 175% of base salary (annual equity grants) |
| Non‑Compete/Non‑Solicit | 18 months post‑termination; forfeiture of unpaid severance and outstanding equity if breached |
| Severance (no CoC) | 18 months base salary + 18 months COBRA premiums, payable in installments; general release and covenants required |
| Change‑of‑Control (CoC) | Double‑trigger; lump‑sum equal to 2x (CEO 2.5x) salary + “Recent Bonus,” plus pro‑rata Recent Bonus and 24 months COBRA |
| Tax Gross‑Ups | None; “best net” Section 280G approach |
| Perquisites | Financial planning, executive physical, identity theft protection, supplemental disability, $1,500/month auto allowance; limited spousal travel on company aircraft for business functions |
Investment Implications
- Pay‑for‑performance alignment is robust: AIP uses EBITDA and same‑store inside sales; FY25 AIP paid 109% of target, while multi‑year PSUs earned 250% due to ROIC/EBITDA max and top‑quartile TSR modifier, indicating strong execution and shareholder value creation .
- Vesting calendar concentrates supply around mid‑June each year; FY25 vesting totaled 13,778 shares with $5.1M realized value, and scheduled RSU/PSU vesting on 6/15/2026 and 6/15/2027 may create periodic trading pressure around those dates .
- High “skin‑in‑the‑game”: Williams materially exceeds the 3x‑salary ownership guideline, with beneficial holdings and large unvested equity; hedging and pledging are prohibited, reducing misalignment and financing risk .
- Retention risk moderated by severance and CoC protections: 18‑month severance (base + COBRA) and double‑trigger CoC (2x salary+bonus) create downside protection while avoiding single‑trigger windfalls; no tax gross‑ups improve governance optics .
- Governance support remains strong: say‑on‑pay approvals were 97.0% (2022), 97.6% (2023), and 97.9% (2024), and the FY25 pay structure was substantially unchanged, signaling investor acceptance of incentive design .