Maria Castañón Moats
CASEYS GENERAL STORESAbout Maria Castañón Moats
Independent director of Casey’s General Stores (CASY), age 57, appointed to the Board effective July 1, 2024, and standing for annual re‑election; she serves on the Audit Committee and is designated an Audit Committee Financial Expert (ACFE) under Item 407(d)(5) of Regulation S‑K . A retired PwC partner with 30+ years in public accounting and governance, she led PwC’s Governance Insights Center (2021–2024), previously served as Vice‑Chair, Mexico & US Assurance Leader (2016–2019), and as Chief Diversity Officer (2011–2016); Fortune ranked her No. 2 on its inaugural “50 Most Powerful Latinas” list . The Board has affirmatively determined she is independent under Nasdaq standards; all directors other than the CEO are independent, and all committee members are independent . She was re‑elected with over 99% shareholder support at the prior annual meeting, signaling strong investor confidence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Partner | 2004–2024 | Provided accounting, financial reporting, investigations and M&A services across retail/consumer/industrial; named No. 2 on Fortune’s “50 Most Powerful Latinas” |
| PwC | Leader, Governance Insights Center | 2021–2024 | Led governance thought leadership and board engagement |
| PwC | Vice‑Chair, Mexico & US Assurance Leader | 2016–2019 | Oversaw U.S. national assurance practice; served on US and Global Assurance Executive leadership teams |
| PwC | Chief Diversity Officer | 2011–2016 | Led firm‑wide diversity strategy |
| PwC | Associate/Manager roles | 1994–2004 | Progressive leadership positions prior to partnership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Ms. Castañón Moats |
Board Governance
| Item | Detail |
|---|---|
| Director since | 2024 (appointed July 1, 2024) |
| Independence | Independent; Board affirms independence under Nasdaq; all committee members are independent |
| Committee assignments | Audit Committee member; ACFE designation |
| Attendance | 100% Board and applicable committee meetings during FY25; all directors attended last year’s annual meeting |
| Board meetings (FY25) | 5 Board meetings |
| Audit Committee meetings (FY25) | 5 meetings |
| Shareholder support | Re‑elected with over 99% support at prior annual meeting |
| Over‑boarding policy | Directors may not serve on >2 other public company boards (she serves on none) |
| Auditor independence context | Auditor is KPMG (auditor since 1987), no PwC engagement—mitigates any perceived legacy audit conflicts |
Fixed Compensation
Director pay structure and Ms. Castañón Moats’ FY25 cash/benefits. Effective as of the 2024 Annual Meeting, Casey’s increased director retainers.
| Element | Amount / Terms |
|---|---|
| Annual cash retainer (non‑employee directors) | $100,000 (increased from $90,000) |
| Committee retainers – Audit | Chair $32,500; Member $15,000 |
| Committee retainers – Compensation | Chair $25,000; Member $10,000 |
| Committee retainers – Nominating & Corporate Governance | Chair $20,000; Member $8,000 |
| Lead Independent Director retainer | $40,000 |
| Pay cadence | Cash quarterly in advance |
| Other benefits | Group life insurance coverage (generally up to $50,000); continuing education reimbursement up to $10,000/year |
| Ms. Castañón Moats – FY25 Director Cash/Benefits | Amount ($) |
|---|---|
| Fees earned or paid in cash | 103,750 |
| All other compensation (life insurance premium) | 95 |
| Total cash/benefits | 103,845 |
Notes: Directors appointed mid‑cycle receive prorated compensation; only non‑employee directors are paid .
Performance Compensation
Casey’s compensates non‑employee directors with time‑based RSUs that align interests but do not use performance metrics; awards vest at the next annual meeting, with dividend equivalents paid in cash upon vesting.
| Equity Component | Terms / Metrics |
|---|---|
| Annual equity retainer (target) | $165,000 (increased from $130,000) |
| Instrument | Time‑based RSUs; number of units sized using 20‑day average closing price at grant |
| Vesting | Cliff‑vest at next annual meeting, subject to continued service |
| Dividend equivalents | Accrue and paid in cash only if RSUs vest |
| Options | Director equity program described as RSUs; no option awards disclosed for directors in FY25 |
| Ms. Castañón Moats – FY25 Equity Awards | Amount / Detail |
|---|---|
| Stock awards (grant‑date fair value) | $162,691 |
| RSUs outstanding at FY25 year‑end | 442 RSUs scheduled to vest at 2025 Annual Meeting (subject to continued service) |
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company boards; reduces interlock/conflict risk |
Expertise & Qualifications
- Financial reporting and assurance leadership (former PwC Vice‑Chair; led US/Mexico Assurance) suitable for Audit oversight; designated ACFE at Casey’s .
- Governance expertise (led PwC Governance Insights Center), plus M&A, investigations, and board‑level advisory experience across retail/consumer sectors .
- Recognized governance and leadership profile (No. 2 on Fortune “50 Most Powerful Latinas”) .
Equity Ownership
| Category | Amount | As‑of / Terms |
|---|---|---|
| Direct ownership | 61 shares | As of July 1, 2025 |
| RSUs (unvested) | 442 units | Will cliff‑vest at 2025 Annual Meeting, subject to continued service |
| Ownership as % of outstanding | <1% | Based on 37,180,985 shares outstanding; “* less than 1%” per proxy |
| Hedging/Pledging | Prohibited by policy | Anti‑hedging and anti‑pledging policies apply to directors |
| Stock ownership guideline (directors) | 5x annual cash retainer (=$500,000) within 5 years of joining Board | Guideline applies to all directors; RSUs count, PSUs/options do not |
Governance Assessment
- Strengths for investor confidence: Independent director; ACFE on Audit; 100% attendance; no other public boards (low over‑boarding risk); re‑elected with >99% support; robust anti‑hedge/pledge and ownership guidelines; no FY25 related‑party transactions reported .
- Compensation alignment: Mix of cash plus time‑based RSUs; equity vests annually, aligning with shareholder outcomes; structure increased in 2024 to market‑median levels (cash to $100k; equity to $165k) without adding riskier instruments .
- Potential watch items (not red flags): As a new director (2024), direct ownership is modest but within five‑year window to meet the $500k director ownership guideline .
- Conflict checks: Auditor is KPMG (since 1987), while Ms. Castañón Moats is a retired PwC partner—no auditor interlock; Audit Committee oversees related‑party approvals and reported none in FY25, reducing conflict risk .
RED FLAGS: None identified in FY25 disclosures. No hedging/pledging, no related‑party transactions, full attendance, and strong shareholder support .