Michael Spanos
CASEYS GENERAL STORESAbout Michael Spanos
Independent director at Casey’s since 2022; age 59; Audit Committee member and designated Audit Committee Financial Expert (ACFE). Currently CEO of Bloomin’ Brands, Inc. (2024–present); previously COO at Delta Air Lines (2023–2024), President/CEO at Six Flags Entertainment (2019–2021), and senior executive at PepsiCo across AMENA and Greater China (2011–2019). Education: B.S., U.S. Naval Academy; M.S. in Organizational Behavior, University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delta Air Lines, Inc. | Chief Operating Officer | 2023–2024 | Led operations at a global airline . |
| Six Flags Entertainment, Inc. | President & CEO | 2019–2021 | Guided pandemic response and digital/customer-focused transformation . |
| PepsiCo, Inc. | CEO, AMENA; President/CEO, Greater China; SVP/Chief Customer Officer (North America Beverages); prior management roles | 2011–2019 (senior roles); 1993–2011 (various roles) | Led multi-country operations; commercial leadership across regions . |
| United States Marine Corps | Officer | 1987–1993 | Military leadership foundation . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bloomin’ Brands, Inc. | CEO; Public company board service | 2024–Present | Current outside CEO role; listed as other public board . |
| Six Flags Entertainment | Public company board service (prior); President & CEO | 2019–2021 | Prior public company leadership and board experience . |
Board Governance
- Committee assignments: Audit Committee member; designated Audit Committee Financial Expert (ACFE) .
- Prior committee service: moved from Compensation & Human Capital Committee to Audit Committee following re-election in 2023 .
- Independence: Board determined all directors other than the CEO are independent under Nasdaq standards; all committee members are independent .
- Attendance: Board held five meetings in FY2025; each director attended 100% of Board and applicable committee meetings; all directors attended last year’s annual meeting .
- Executive sessions: Audit Committee agendas include separate executive sessions with CFO, Director of Internal Audit, and independent auditors at each regularly scheduled meeting .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash (FY2025) | $112,500 | Quarterly cash retainer + committee member retainer as applicable . |
| Annual Cash Retainer (program level) | $100,000 (effective Sept 2024) | Increased from $90,000 following market assessment with Pay Governance . |
| Committee Retainers – Audit | Chair: $32,500; Member: $15,000 | Paid quarterly in advance . |
| Committee Retainers – Compensation & Human Capital | Chair: $25,000; Member: $10,000 | Paid quarterly . |
| Committee Retainers – Nominating & Corporate Governance | Chair: $20,000; Member: $8,000 | Paid quarterly . |
| Lead Independent Director Retainer | $40,000 | Paid to LID (not Spanos) . |
| All Other Compensation (FY2025) | $95 | Life insurance premiums; coverage up to $50,000 (Heiden $32,500) . |
Performance Compensation
| Award Type | Number of Units | Grant Date Fair Value | Vest Schedule | Dividend Equivalents |
|---|---|---|---|---|
| RSUs (FY2025) | 442 units | $162,691 | Cliff-vest at the 2025 Annual Meeting (Sept 3, 2025), subject to continued service | Accrue and paid in cash only if awards vest |
- Director equity retainer increased from $130,000 to $165,000 effective as of the 2024 Annual Meeting; grants based on 20-day average closing price; time-based RSUs only (no director PSUs disclosed) .
- No director performance metrics are tied to equity compensation; awards are service-based .
Other Directorships & Interlocks
| Company | Role | Period | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Bloomin’ Brands, Inc. | CEO; board service | 2024–Present | Outside CEO while serving on CASY’s Audit Committee; Board maintains over-boarding limits (policy-level disclosure) . |
| Six Flags Entertainment | Board service (prior); President & CEO | 2019–2021 | No CASY-related party transactions disclosed at appointment . |
- Related-party transactions: None with Spanos requiring disclosure under Item 404(a) at appointment .
- Anti-hedging/pledging: Company prohibits hedging and pledging of Company stock by directors and insiders .
Expertise & Qualifications
- ACFE designation; financial reporting oversight via Audit Committee role .
- Skills matrix highlights: Public Company CEO Experience; Senior Business Operations Leadership; Consumer Products/Retail; Digital Marketing/E-Commerce; Marketing/Brand Management; Supply Chain/Logistics; Capital Markets/IR; Public Policy/Regulatory/Legal; Finance/Accounting/Financial Reporting; Risk Management; Corporate Strategy .
Equity Ownership
| As of July 1, 2025 | Direct Ownership | RSUs Vesting Within 60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Michael Spanos | 3,356 shares | — (442 RSUs vest at 2025 meeting; >60-day window at reference date) | 3,356 shares | * <1% |
- Stock ownership guidelines: Directors must accumulate at least 5x annual cash retainer (currently $100,000 → $500,000 requirement) within five years of joining the Board; service-based RSUs count, PSUs and options do not .
- Hedging/pledging prohibited; no pledges disclosed; insider trading policy in place .
Governance Assessment
-
Strengths
- Financial oversight credibility: Audit Committee Financial Expert; member of Audit Committee; involved in cybersecurity and food safety oversight through committee remit .
- Engagement: 100% attendance at Board and applicable committee meetings in FY2025; independent under Nasdaq standards .
- Alignment: Meaningful equity via annual RSU grants; strict anti-hedging/pledging and robust ownership guidelines for directors .
-
Monitoring Points
- Outside CEO role (Bloomin’ Brands) concurrent with CASY Audit Committee membership—monitor for over-boarding risks and time commitments; board discloses director over-boarding limits, though specific thresholds not detailed in cited sections .
- Director equity awards are time-based RSUs without performance conditions; typical for non-employee directors but offers limited pay-for-performance linkage at the director level .
-
Conflicts and Related-Party Exposure
- No transactions requiring Item 404(a) disclosure at appointment; no pledging permitted under policy; no hedging permitted .
-
Director Compensation Mix (FY2025 actual for Spanos)
- Cash: $112,500; Equity (RSUs FV): $162,691; Total: $275,286 .
- Program-level changes effective Sept 2024: cash retainer increased to $100,000; equity retainer increased to $165,000, targeting median of peers; quarterly cash payments; annual RSU grant vesting at next annual meeting .