Judy Schmeling
CASEYS GENERAL STORESAbout Judy A. Schmeling
Judy A. Schmeling, age 65, is Casey’s Lead Independent Director and has served on the Board since 2018. She is a seasoned executive with 20+ years in finance and operations, including COO (2013–2017) and EVP/CFO roles at HSN, Inc., and President of Cornerstone Brands (2016–2017). Her board biography cites deep expertise in accounting/finance, operations, treasury, tax, IR, corporate strategy, and recognition in the 2020 NACD Directorship 100. Independent under Nasdaq standards; 100% meeting attendance in FY2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HSN, Inc. | Chief Operating Officer | 2013–2017 | Led multi-channel retail operations; oversaw digital, supply chain, customer care, finance/IT; managed corporate transitions (spin-off/integration) |
| HSN, Inc. / IAC Retailing | EVP/CFO | 2002–2017 | Senior finance leadership; capital markets and reporting expertise |
| Cornerstone Brands (division of HSN) | President | 2016–2017 | Senior business operations leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Constellation Brands, Inc. | Director | 2013–2024 | Ended 2024; reduces potential supplier interlock risk with alcohol category |
| Canopy Growth Corp. | Director | 2018–2024 | Ended 2024 |
Board Governance
- Lead Independent Director since June 2023 with a clear mandate and robust duties, including presiding over executive sessions, calling meetings of independent directors, approving Board agendas/calendars, providing feedback on Board materials, and authorizing retention of advisors reporting to independent directors. Elected annually by independent directors via the NCG Committee.
- Committee assignments: Member, Nominating and Corporate Governance Committee (NCG); committee is 100% independent. NCG chair is David K. Lenhardt.
- Independence: Board affirms all directors other than CEO are independent; all committee members are independent.
- Attendance/Engagement: Board held five meetings in FY2025; each director attended 100% of Board and applicable committee meetings; all directors required to attend annual shareholders’ meeting. Four executive sessions held in FY2025, led by LID.
- Over-boarding limits: Directors may not serve on more than two other public company boards; external service must be pre-disclosed and acceptable to the Board. Age/tenure guideline generally limits service after 15 years or age 75.
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $145,500 | Includes annual cash retainer plus supplemental retainers (e.g., LID, committee membership); quarterly retainer increased to $25,000 starting at 2024 Annual Meeting |
| Stock Awards (Grant-Date Fair Value) | $162,691 | Time-based RSUs; annual equity retainer increased to $165,000 effective 2024 Annual Meeting; per-director fair value reported for FY2025 was $162,691 |
| All Other Compensation | $95 | Life insurance premium |
| Total | $308,286 | Sum of components |
Director compensation structure (effective as of the 2024 Annual Meeting):
- Annual cash retainer $100,000; annual equity retainer $165,000 (time-based RSUs granted on meeting date).
- Supplemental retainers: LID $40,000; NCG chair $20,000/member $8,000; Audit chair $32,500/member $15,000; Compensation chair $25,000/member $10,000.
Performance Compensation
- Structure: Director equity is time-based RSUs (no performance metrics); RSUs cliff-vest at the next annual meeting, subject to continued service.
| Equity Award Detail (FY2025) | Value/Shares | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant | $162,691 | Cliff-vest on Sept 3, 2025 (2025 Annual Meeting) | Each non-employee director held 442 RSUs at fiscal year-end; vesting date is the annual meeting |
| RSUs outstanding (year-end) | 442 units | As above | Dividend equivalents accrue and pay in cash only upon vesting |
No director performance metrics (e.g., TSR, EBITDA) apply to director equity grants; awards are time-based only.
Other Directorships & Interlocks
| Company | Sector Link to Casey’s | Potential Conflict Signal | Status |
|---|---|---|---|
| Constellation Brands | Alcohol supplier to convenience retail | Potential supplier interlock if concurrent board service | Ended 2024 (conflict risk reduced) |
| Canopy Growth | Cannabis products | Limited direct overlap with Casey’s operations | Ended 2024 |
Expertise & Qualifications
- Financial/accounting and corporate finance; operations, treasury, tax; investor relations and corporate strategy; digital marketing/e-commerce; risk management; M&A. NACD Directorship 100 (2020).
Equity Ownership
| Item | Amount | Percent of Shares Outstanding |
|---|---|---|
| Direct ownership | 4,546 shares | ~0.012% (4,546 / 37,180,985) |
| Vested options / RSUs within 60 days | 442 RSUs scheduled to vest at 2025 Annual Meeting | N/A (unvested until vest date) |
| Shares subject to 401K Plan | — | — |
Policies and alignment:
- Director stock ownership guideline: within five years, directors must hold at least five times annual cash retainer; cash retainer as of Sept 2024 was $100,000 (i.e., $500,000 requirement). Hedging and pledging of company stock are prohibited.
Governance Assessment
- Independence and effectiveness: LID role strengthens board oversight with authority to set agendas, call independent director meetings, and authorize advisors reporting to the independent directors; robust executive-session cadence (4 in FY2025).
- Engagement and attendance: 100% meeting attendance; shareholder communications allow direct contact to the LID, signaling board accessibility.
- Compensation alignment: Mix of cash and equity with increased equity retainer ($165,000) supports longer-term alignment; no director stock options; RSUs are time-based (no performance gaming risk).
- Ownership alignment and risk controls: Strong ownership guidelines and explicit prohibitions on hedging/pledging; related-party transaction policy overseen by Audit Committee; no related-party transactions reviewed/approved in FY2025.
- Shareholder support signals: 2025 re-election received 30,511,449 votes “FOR” vs. 320,179 “AGAINST” (high support). Say-on-pay “FOR” votes were 30,127,765, indicating strong investor confidence in compensation governance.
Potential RED FLAGS and mitigants
- Prior supplier interlock risk: Constellation Brands board service could pose perceived conflict in alcohol category; mitigated by departure in 2024.
- Over-boarding: Company limits other public boards to two; continued monitoring advisable to prevent time/attention conflicts.
Other Signals and Shareholder Feedback
- 2025 Annual Meeting outcomes: High support across director elections; say-on-pay received majority support; 2025 Stock Incentive Plan approved; Scope 3 proposal failed.
Director Compensation Program Reference
- Quarterly cash retainer paid in advance (increase to $25,000 per quarter as of 2024 Annual Meeting). RSU awards granted on annual meeting date using 20-day average closing price; time-based, cliff vest at next annual meeting; dividend equivalents paid only upon vesting.
Summary
Judy Schmeling’s profile reflects strong board leadership as LID, rigorous independence, full attendance, and high shareholder support. Compensation is balanced and transparent, with strong ownership and anti-hedging/pledging policies; no related-party transactions in FY2025. Prior external board roles ended in 2024, reducing interlock concerns, while her operational/financial background bolsters board effectiveness.