Katrina Lindsey
CASEYS GENERAL STORESAbout Katrina Lindsey
Katrina S. Lindsey is Chief Legal Officer at Casey’s General Stores, Inc., serving as an executive officer since 2022; she is 53 years old and previously led North American legal operations, global ethics and compliance, government relations, and information governance at Office Depot, and served as Division General Counsel at Darden Restaurants . During her tenure as an executive at Casey’s, the company delivered strong results: FY25 revenue was $15.9B, net income rose 8.8% year over year to $546.5M, EBITDA increased 13.2% to $1.2B, diluted EPS grew 8.2% to $14.64, and the share price was $462.59 at FY25 year-end (up 30.9% vs FY24) . The company’s long-term incentive payouts for the FY23-FY25 cycle reflected 3-year TSR at the 94th percentile versus the S&P 500 with an actual TSR of 120%, leading to a 25% rTSR positive modifier and a 250% of target PSU payout for NEOs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Casey’s General Stores, Inc. | Chief Legal Officer | 2022–Present | Executive officer overseeing legal, compliance, governance (executive officer since 2022; age 53) |
| Office Depot, Inc. (ODP Corporation) | SVP – Deputy General Counsel, Chief Compliance Officer, Assistant Corporate Secretary | 2017–2021 | Directed North American legal operations, global ethics/compliance, government relations, information governance |
| Darden Restaurants | SVP – Division General Counsel | 2011–2017 | Senior legal leadership supporting multi-brand restaurant operations |
External Roles
- No public-company directorships or external board roles disclosed for Ms. Lindsey in the latest proxy .
Fixed Compensation
- Not individually disclosed for Ms. Lindsey in FY25 (she is not a named executive officer in the proxy); Casey’s describes base salary as the fixed component evaluated annually using market data and individual/company performance at a program level .
Performance Compensation
Annual Incentive Program (AIP) Structure
| Metric | Weighting | Notes |
|---|---|---|
| EBITDA | 60% | Company-level financial metric for AIP |
| Inside same-store sales growth | 40% | Focused on inside sales categories |
- For FY25, the AIP for NEOs paid at 109% of target driven by record EBITDA ($1.2B); the proxy does not disclose Ms. Lindsey’s individual payout .
Long-Term Incentive Program (LTIP) Structure (Grants made in FY25)
| Component | Weighting | Performance Metric | Vesting / Performance Period | rTSR Modifier |
|---|---|---|---|---|
| Performance Stock Units (PSUs) | 75% | 50% ROIC, 50% EBITDA | Cliff vest on June 15, 2027 subject to 3-year performance goals | +/-25% based on relative TSR vs S&P 500 |
| Restricted Stock Units (RSUs) | 25% | Time-based | Vest in three equal installments on June 15, 2025/2026/2027 | N/A |
Vesting Schedule Details (Program-Level)
| Award Type | Vest Dates |
|---|---|
| RSUs (time-based) | Jun 15, 2025; Jun 15, 2026; Jun 15, 2027 |
| PSUs (EBITDA and ROIC) | Jun 15, 2027 (subject to performance) |
Recent PSU Payout Calibration (FY23 Grants, vested FY25)
| Metric | Threshold (50%) | Target (100%) | Max (200%) | Actual | TSR Modifier | Payout as % of Target |
|---|---|---|---|---|---|---|
| 3-year cumulative EBITDA | $2,500M | $2,651M | $2,808M | $3,212M | Yes – 94th percentile | 250% |
| 3-year average ROIC (%) | 7.5% | 9.5% | 10.5% | 11.8% | Yes – 94th percentile | 250% |
Equity Ownership & Alignment
- Beneficial ownership: The proxy discloses detailed beneficial ownership only for directors and NEOs; Ms. Lindsey is not listed individually and her shareholdings are not disclosed .
- Hedging/pledging: Hedging and pledging of company stock are prohibited; short-term or speculative transactions (e.g., short sales, options) are disallowed .
- Stock ownership guidelines: CEO 5x base salary; Chiefs/SVPs 3x base salary; VPs 2x base salary; five-year compliance window; unvested PSUs and options do not count .
- Compliance: The proxy states all NEOs met their ownership requirements; compliance status for Ms. Lindsey is not disclosed .
Employment Terms
- Employment agreements: During FY25, Casey’s had employment agreements with the CEO, CFO and COO; “none exist with any other officers,” implying Ms. Lindsey does not have an individual employment agreement .
- Severance (non-COC): For non-NEO officers, Casey’s Officer Severance Plan is described for certain executives (e.g., Brennan, Frazell); the proxy does not explicitly list Ms. Lindsey as a participant. Under that plan, eligible executives terminated without cause/for good reason receive 18 months’ base salary and 18 months’ COBRA premiums (installments), subject to release and restrictive covenants; no duplication with COC benefits .
- Change-of-control (COC): Casey’s maintains double-trigger COC agreements with NEOs and 29 other officers (which may include Ms. Lindsey, though not listed by name). For NEOs, a qualifying termination within two years post-COC pays 2x (2.5x for CEO) salary plus “Recent Bonus,” pro rata Recent Bonus, and 24 months (30 months CEO) of COBRA premiums; “best-net” 280G cutback applies; equity follows double-trigger vesting (no single-trigger) .
- Clawback: Compensation recovery policy for restatements due to material noncompliance with financial reporting requirements .
- Non-compete/non-solicit: Not specifically disclosed for Ms. Lindsey; CEO’s agreement includes two-year restrictive covenants; Officer Severance Plan includes confidentiality and non-solicitation covenants .
Company Performance Snapshot (Context for Pay-for-Performance)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Revenue ($B) | — | 15.9 |
| Net income ($M) | 501.9 | 546.5 |
| EBITDA ($B) | 1.06 | 1.20 |
| Diluted EPS ($) | 13.43 | 14.64 |
| Share price at FY-end ($) | 319.58 | 462.59 |
Note: The proxy provides FY25 totals and FY24 comparisons; FY24 revenue not shown in proxy summary excerpt .
Risk Indicators & Governance
- Say-on-pay approvals were 97.0% (2022), 97.6% (2023), 97.9% (2024), indicating strong shareholder support for the pay program .
- Strong anti-hedging/anti-pledging, double-trigger COC equity vesting, clawback policy, and ownership guidelines mitigate alignment risks .
- No tax gross-ups; limited perquisites; independent compensation advisor .
Investment Implications
- Compensation levers signal alignment with cash generation and profitable growth: short-term pay tied 60% to EBITDA and 40% to inside same-store sales; long-term pay driven 75% by ROIC/EBITDA PSUs with a relative TSR modifier—this triangulation reduces single-metric gaming and rewards sustained value creation .
- Vesting cadence and recent PSU overachievement (250% of target for FY23 grants on 94th percentile TSR) can create episodic selling pressure upon vesting across the officer group, though hedging/pledging prohibitions limit leverage-related risks; Ms. Lindsey’s specific ownership and vesting loads are not disclosed .
- Retention risk in an M&A context appears mitigated by double-trigger COC protections extended beyond NEOs (29 other officers), while the absence of a bespoke employment agreement for Ms. Lindsey implies standard terms rather than enhanced severance outside a COC event .
- Company fundamentals remain a tailwind for incentive attainment (FY25 EBITDA up 13.2%, EPS up 8.2%), supporting continued pay-for-performance alignment under current plan designs .