Larree Renda
CASEYS GENERAL STORESAbout Larree M. Renda
Independent director of Casey’s General Stores since 2014; age 67. Retired Executive Vice President of Safeway, Inc. with a 40-year retail grocery career including EVP (1999–2015), SVP (1994–1999), and earlier management roles; twice named to Fortune’s “50 Most Influential Women in Business.” Current governance profile at Casey’s: member of the Nominating & Corporate Governance (NCG) Committee; previously chaired the Compensation & Human Capital (C/HC) Committee in 2024; classified as independent under Nasdaq standards and recorded 100% attendance at Board and applicable committee meetings in FY2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Safeway, Inc. | Executive Vice President | 1999–2015 | Diverse remit across strategy, labor relations, HR, CSR/sustainability, IT, construction/real estate; youngest and first female promoted to SVP and EVP at Safeway; recognized by Fortune for influence . |
| Safeway, Inc. | Senior Vice President | 1994–1999 | Oversaw broad corporate and retail functions . |
| Safeway, Inc. | Management/Leadership Positions | 1974–1994 | Youngest store manager, district manager, retail operations manager in Safeway history . |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Ross Stores, Inc. | Director | 2020–2024 | No current public boards disclosed for Renda; listed as prior service . |
Board Governance
- Committee assignments (2025): NCG Committee member; NCG Committee is 100% independent, chaired by David K. Lenhardt, with members Renda and Judy A. Schmeling. Scope includes board composition, governance policies, performance reviews, and sustainability oversight .
- Independence and attendance: Board determined all directors (except the CEO) and all committee members are independent; Board held five meetings; each director attended 100% of Board and applicable committee meetings; all directors attended the annual meeting .
- Executive sessions: The Board held four executive sessions in FY2025 led by the Lead Independent Director (LID) .
- Over-boarding and tenure limits: Directors may not serve on more than two other public company boards; general tenure limit of 15 years and/or age limit of 75, absent good reason .
- Prior committee leadership: In 2024, Renda chaired the C/HC Committee; no interlocks or insider participation disclosed among members .
- Committee retainer structure (effective from 2024 annual meeting): Audit Chair $32,500/Member $15,000; Compensation Chair $25,000/Member $10,000; NCG Chair $20,000/Member $8,000; LID annual cash retainer $40,000 .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Cash fees (Renda) | $109,750 | Quarterly cash retainer increased to $25,000 starting at 2024 annual meeting; committee and LID fees per role; paid quarterly in advance . |
| Equity awards (Renda) | $162,691 grant-date fair value | Annual RSU retainer increased to $165,000 effective 2024 meeting; actual accounting value shown above . |
| All other compensation | $95 (life insurance premiums) | Group life insurance coverage; up to $50,000 ($32,500 for Ms. Heiden) . |
| Total director compensation (Renda) | $272,536 | Sum of cash, equity, and other. |
Program design and benchmarking:
- Director compensation positioned ~median of Casey’s compensation peer group and relevant S&P mid-caps; changes effective at 2024 annual meeting increased cash retainer from $90,000 to $100,000 and equity retainer from $130,000 to $165,000 .
- Benefits include reimbursement for travel/education (up to $10,000/year) and group life insurance .
Performance Compensation
Directors receive time-based RSUs only; no performance-conditioned equity for directors. RSUs accrue dividend equivalents payable only upon vesting.
| Equity Element | Grant mechanics | Units outstanding (FY2025 YE) | Vesting schedule | Performance metrics |
|---|---|---|---|---|
| Annual RSU retainer (directors) | Granted at annual meeting using 20-day average price | 442 RSUs per non-employee director at FY2025 YE | Cliff-vest at 2025 annual meeting (September 3, 2025), subject to continued service | None (time-based only) . |
Stock Incentive Plan guardrails:
- No option/SAR repricing without shareholder approval; one-year minimum vesting generally (director annual meeting awards deemed compliant); non-employee director total annual comp cap $750,000 ($975,000 for independent chair) .
Other Directorships & Interlocks
| Individual | External Board | Overlap/Interlock Risk |
|---|---|---|
| Larree M. Renda | Ross Stores, Inc. (2020–2024) | Retail apparel; no disclosed related-party transactions or conflicts with Casey’s; within Casey’s over-boarding limits when serving . |
Expertise & Qualifications
- Skills highlighted for Renda: senior operations leadership; consumer products/retail; real estate/development/construction; digital marketing/e-commerce; marketing/brand; public policy/government/regulatory/compliance/legal; risk management; corporate strategy .
- Sustainability/CSR and broad corporate functions from Safeway experience enhance NCG oversight effectiveness .
Equity Ownership
| Holder | Direct Ownership | RSUs/Options Vesting within 60 days | 401K Shares | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Larree M. Renda | 6,977 | — (442 RSUs vest at annual meeting; outside 60-day window as of July 1, 2025) | — | 6,977 | <1% |
Ownership alignment policies:
- Director stock ownership guideline: accumulate at least 5x annual cash retainer within five years (retainer $100,000 as of Sept 2024 → $500,000 target); RSUs and vested 401K shares count; PSUs and options do not .
- Hedging/pledging prohibited; short-term/speculative trading barred; robust insider trading policy .
Compensation Committee Analysis
- 2024: Renda served as Chair of the C/HC Committee; committee engaged Pay Governance; no interlocks or insider participation; program assessed as not likely to pose material adverse risk .
- 2025: C/HC Committee composition changed to Gregory A. Trojan (Chair), Donald E. Frieson, Allison M. Wing; committee oversees executive and director compensation, succession planning, and stock plans .
Say-on-Pay & Shareholder Feedback
| Annual Meeting | Approval % |
|---|---|
| 2022 | 97.0% |
| 2023 | 97.6% |
| 2024 | 97.9% |
Committee interpreted high approval as support for compensation decisions/policies and continues to review program in light of votes .
Governance Assessment
-
Strengths:
- Independence and engagement: Independent status with 100% attendance in FY2025; active NCG Committee role in governance and sustainability oversight .
- Experience fit: Deep grocery/retail operations and ESG/CSR experience align with Casey’s strategic and risk profile .
- Pay alignment and guardrails: Mixed cash/equity with meaningful stock retainer; anti-hedging/pledging; robust clawback; director comp caps in plan; majority voting with resignation policy .
- Investor support: Sustained high say-on-pay results signal broad shareholder confidence .
-
Watch items / potential risks:
- Ownership guideline compliance status is not individually disclosed for directors (company discloses NEO compliance), so ongoing monitoring of director ownership alignment is prudent .
- Role changes: Transition from C/HC Chair (2024) to NCG member (2025) shifts influence from pay oversight to governance/sustainability; ensure continuity of compensation oversight perspectives at the committee level .
-
Conflicts/related-party exposure:
- No related party transactions reviewed or approved during FY2025; policy requires Audit Committee approval for any ≥$120,000 transactions; none reported for directors (including Renda) .