Thomas Brennan
CASEYS GENERAL STORESAbout Thomas Brennan
Thomas P. Brennan is Chief Merchandising Officer at Casey’s (CASY), serving as an executive officer since 2019; he is 50 years old and a U.S. Army veteran . Company performance during his tenure has been strong: FY2025 EBITDA was $1,200,047,000 and GAAP net income $546,520,000; Casey’s TSR converted an initial $100 into $315 by FY2025, and the FY2023–FY2025 LTIP PSU cycle paid at 250% of target driven by 200% payouts on both EBITDA and ROIC PSUs and a 25% rTSR modifier at the 94th percentile (actual TSR 120%) . Brennan exceeded Casey’s robust stock ownership guideline (3x base salary for Chiefs/SVPs), with $5,529,285 in ownership vs. a $1,860,000 requirement and is subject to strict anti-hedging/anti-pledging and clawback policies, aligning incentives with long-term shareholder value .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CKE Restaurants Holdings (Carl’s Jr. & Hardee’s) | Chief Operating Officer | 2017–2019 | Responsible for operations and support of over 3,000 U.S. restaurants |
| 7‑Eleven, Inc. | Various Vice President roles | 2012–2017 | Senior management experience; specific responsibilities not disclosed |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $550,000 | $570,000 | $595,000 |
| Stock Awards ($) | $1,119,150 | $1,112,680 | $1,163,596 |
| Non‑Equity Incentive ($) | $734,250 | $671,175 | $486,413 |
| All Other Compensation ($) | $64,123 | $73,030 | $100,790 |
| Total Compensation ($) | $2,467,523 | $2,426,885 | $2,345,799 |
| Target AIP (% of Salary) | Not disclosed | Not disclosed | 75% |
| AIP Payout Factor | Not disclosed | Not disclosed | 109% of target |
Performance Compensation
Annual Incentive Program (AIP) – FY2025
| Metric | Weighting | Threshold | Target | Maximum | Actual FY2025 | Payout vs Target | Vesting |
|---|---|---|---|---|---|---|---|
| EBITDA | 60% | $971 million | $1,142 million | $1,313 million | Record EBITDA $1.2 billion | Overall AIP 109% of target | Annual cash, no vesting |
| Same‑Store Sales Growth (Inside) | 40% | 1% | 4% | 7% | Not disclosed | Overall AIP 109% of target | Annual cash, no vesting |
Payout formula components at threshold/target/max correspond to EBITDA 15%/60%/120% and Inside SSS 10%/40%/80% of target payout, summing to 25%/100%/200% total .
Long‑Term Incentive Program (LTIP) – FY2025 Grants (Award date: June 5, 2024; 20‑day avg price $326.12)
| Award Type | Metric | Weight | Threshold | Target | Maximum | Target Units | Vesting |
|---|---|---|---|---|---|---|---|
| RSUs (time‑based) | Time‑based | 25% | N/A | N/A | N/A | 892 units | 3 equal tranches on 6/15/2025–2027, cont. employment |
| PSUs | EBITDA | 37.5% | 50% | 100% | 200% | 1,338 units | Cliff vest 6/15/2027, 3‑yr cumulative EBITDA |
| PSUs | ROIC | 37.5% | 50% | 100% | 200% | 1,338 units | Cliff vest 6/15/2027, 3‑yr avg ROIC |
| PSU Modifier | rTSR vs S&P 500 | +/-25% | Bottom quartile: –25% | — | Top quartile: +25% | Applies to PSUs | Applied after metric determination |
Grant‑date fair values: RSUs $290,899; PSUs (ROIC) $436,349; PSUs (EBITDA) $436,349 . Dividend equivalents accrue, payable in cash only upon vesting to the extent awards vest .
Equity Ownership & Alignment
Beneficial Ownership (as of July 1, 2025; shares outstanding: 37,180,985)
| Holder | Direct Ownership | Vested within 60 days | 401K Plan Shares | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Thomas P. Brennan | 8,512 | — | 364 | 8,876 | <1% |
Ownership Guidelines Compliance
| Role | Requirement (Multiple of Salary) | Required Value | Owned Value | Status |
|---|---|---|---|---|
| Chief Merchandising Officer | 3x base salary | $1,860,000 | $5,529,285 | Exceeds guideline |
Hedging and pledging of company stock are prohibited; insider trading policy enforced; clawback policy applies to incentive payments upon certain restatements; no tax gross‑ups under Section 280G (“best net” approach) .
Outstanding Equity Awards at FY2025 Year‑End (priced at $462.59 on 4/30/2025)
| Award Type | Unvested Units | Market Value | Notes |
|---|---|---|---|
| RSUs | 2,164 | $1,001,045 | Vests 6/15/25: 1,158; 6/15/26: 708; 6/15/27: 298 |
| PSUs (all cycles) | 20,197 | $9,342,930 | Assumes next highest payout level per SEC guidance; TSR modifier applied for 6/15/2025 cycle |
PSU Vesting Schedule By Cycle
| Cycle | Metric | Units | Performance Period | Vest Date |
|---|---|---|---|---|
| FY2023 LTIP | ROIC | 5,063 | 5/1/2023–4/30/2025 | 6/15/2025 |
| FY2023 LTIP | EBITDA | 5,063 | 5/1/2023–4/30/2025 | 6/15/2025 |
| FY2024 LTIP | ROIC | 3,698 | 5/1/2024–4/30/2026 | 6/15/2026 |
| FY2024 LTIP | EBITDA | 3,698 | 5/1/2024–4/30/2026 | 6/15/2026 |
| FY2025 LTIP | ROIC | 1,338 | 5/1/2025–4/30/2027 | 6/15/2027 |
| FY2025 LTIP | EBITDA | 1,338 | 5/1/2025–4/30/2027 | 6/15/2027 |
Recent Vesting Activity (FY2025)
| Shares Acquired on Vesting | Value Realized |
|---|---|
| 8,390 | $3,121,248 |
Employment Terms
- Officer Severance Plan: If terminated without cause or for good reason outside a change‑of‑control window, cash severance equals 18 months’ base salary and 18 months of COBRA premiums, payable over 18 months; subject to separation agreement, confidentiality and non‑solicitation covenants .
- Change‑of‑Control (double trigger): If terminated without cause or for good reason within 24 months of CoC, cash severance equals 2x current base salary plus the greater of prior‑year or pre‑CoC bonus (“Recent Bonus”), pro‑rata Recent Bonus, and 24 months of COBRA premiums; “best net” approach applies (no excise tax gross‑ups) .
- Equity on CoC: If terminated without cause/for good reason within 24 months post‑CoC, unvested options/RSUs vest; PSUs vest based on actual performance through CoC or pro‑rated at target; if awards are not assumed/substituted, service‑based awards vest at CoC and PSUs vest on actual or pro‑rated target basis; subject to 409A constraints .
- Termination Scenario Values (as of FY2025): Involuntary Not for Cause: severance pay $892,500; COBRA $23,738; annual incentive $486,413; total $1,410,735; CoC Not for Cause/Good Reason: severance pay $2,162,825; COBRA $31,650; LTI value $5,823,083; annual incentive $486,413; total $8,514,751 .
Performance & Track Record
- FY2025 AIP paid 109% of target driven by record EBITDA of $1.2 billion .
- FY2023–FY2025 PSU cycle paid at 250% of target: EBITDA and ROIC PSUs each at 200%, plus +25% rTSR modifier with TSR at the 94th percentile vs S&P 500 and 120% actual TSR over the period .
- Pay‑versus‑performance disclosures show Casey’s TSR value of $315 from a $100 initial investment in FY2025, GAAP net income $546,520,000, and EBITDA $1,200,047,000, evidencing strong financial and market outcomes .
Compensation Structure Analysis
- Mix and design: Other NEOs’ target pay mix ~76% at‑risk; LTIP 75% PSUs (ROIC/EBITDA) with rTSR modifier, 25% time‑based RSUs; no stock options since 2011; annual and long‑term programs use multiple metrics with capped payouts .
- Brennan’s cash vs equity trend: Total comp modestly decreased from FY2023 to FY2025 as non‑equity incentive fell (from $734,250 to $486,413) while stock award grant values stayed ~$1.1–$1.16 million, suggesting higher weighting toward long‑term equity and performance dependence .
- Governance safeguards: No hedging/pledging, robust clawback, no tax gross‑ups, double‑trigger CoC, meaningful ownership requirements; say‑on‑pay support remained high (97.0% in 2022, 97.6% in 2023, 97.9% in 2024) .
Equity Ownership & Alignment Risk Indicators
- Skin‑in‑the‑game: Brennan beneficially owns 8,876 shares (<1%), and his total owned value exceeds the 3x salary guideline materially ($5.53 million vs $1.86 million requirement), indicating alignment and reduced pledging risk under a prohibition policy .
- Vesting calendar: RSUs vest each June 15 (2025–2027) and PSUs cliff‑vest June 15, 2025/2026/2027 by cycle; FY2025 vesting realized 8,390 shares and $3.12 million of value, implying potential near‑term supply from tax‑related sell‑to‑cover around vest dates .
- Options: No option grants; all outstanding awards are full‑value shares, reducing risk of option repricing and aligning with shareholder outcomes .
Compensation Committee & Governance
- Committee members: Gregory A. Trojan (Chair), Donald E. Frieson, Allison M. Wing; all independent; no interlocks or related‑party conflicts in FY2025; independent compensation consultant retained .
- Program risk review: Committee determined compensation programs are not reasonably likely to have a material adverse effect; multiple metrics, capped payouts, multi‑year vesting mitigate excessive risk .
Investment Implications
- Alignment: Significant equity exposure and strict ownership and anti‑hedging/pledging policies, with no tax gross‑ups, signal strong shareholder alignment and governance quality; high say‑on‑pay support reinforces program credibility .
- Performance‑linked upside: LTIP design concentrates on EBITDA and ROIC with rTSR overlay, historically delivering high payouts (250% in FY23–FY25), implying continued sensitivity to operating execution and relative share performance .
- Calendar‑driven flows: Annual June 15 RSU/PSU vest dates and sizable unvested balances suggest periodic vesting‑related supply, worth monitoring for short‑term technical pressure around those dates .
- Retention and CoC economics: Standard 18‑month severance and double‑trigger CoC terms (2x salary+bonus, benefits) reduce retention risk while avoiding shareholder‑unfriendly gross‑ups; however, CoC equity acceleration could create event‑driven dilution/alignment considerations .