Darren Rebelez
GENUINE PARTSAbout Darren Rebelez
Independent director since 2023 (age 59), Rebelez is Chairman, President & CEO of Casey’s General Stores, a Fortune 500 operator of 2,400+ convenience stores, with prior leadership roles including President of IHOP (Dine Brands) 2015–2019, EVP & COO at 7‑Eleven, and earlier leadership roles at ExxonMobil; he is an Army Ranger and Gulf War veteran and previously served 13 years as a director of Globe Life, chairing multiple committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IHOP Restaurants (Dine Brands) | President | 2015–2019 | Grew IHOP to the largest full‑service restaurant brand in the U.S. |
| 7‑Eleven | EVP & COO | Prior to 2015 | Senior operations leadership at the world’s largest convenience store chain |
| ExxonMobil | Various leadership roles | Prior to 7‑Eleven | Upstream/downstream leadership experience (not specified) |
| Globe Life, Inc. | Director; chaired multiple committees | 13 years (prior) | Committee leadership over extensive tenure |
External Roles
| Organization | Role | Tenure | Governance/Strategic Impact |
|---|---|---|---|
| Casey’s General Stores | Chairman, President & CEO | Since 2019 | Brand modernization, M&A, digital transformation, e‑commerce, ESG strategy |
| Globe Life, Inc. | Director (prior) | 13 years | Chaired committees; public company board governance experience |
Board Governance
- Independence: The Board affirmatively determined Rebelez is independent; 9 of 12 nominees are independent, and all committees are composed exclusively of independent directors .
- Committee assignment: Member, Nominating & ESG Committee (not Chair); committee held 4 meetings in 2024 .
- Attendance: In 2024 the Board held 4 meetings; all directors attended all Board meetings and all committee members attended all meetings; directors also attended the 2024 Annual Meeting .
- Engagement and oversight: Independent directors met in executive session at all regularly scheduled Board meetings in 2024; Board maintains anti‑hedging and pledging policies; the Nominating & ESG Committee oversees ESG, governance, director succession, board composition, and related‑party transaction reviews .
| Governance Item | 2024 Detail |
|---|---|
| Board meetings | 4 (all directors attended) |
| Nominating & ESG meetings | 4 (members attended all) |
| Executive sessions | Held at all regularly scheduled Board meetings |
| Independence status | Independent director |
| Committee membership | Nominating & ESG (Member) |
Fixed Compensation
| Year | Cash Retainer ($) | Lead Independent Dir. Fee ($) | Committee Chair Fee ($) | Total Cash ($) |
|---|---|---|---|---|
| 2024 | 100,000 | — (not applicable) | — (not applicable) | 100,000 |
Notes:
- Non‑employee directors are paid $25,000 per quarter ($100,000 annually); Lead Independent Director receives $35,000 and Committee Chairs receive $25,000 annually; Rebelez is neither Lead Independent Director nor a committee chair .
Performance Compensation
| Year | Equity Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting/Settlement | Performance Metrics | Options |
|---|---|---|---|---|---|---|---|
| 2024 | RSUs | May 3, 2024 | 1,207 | 190,000 | Fully vested rights; settle May 1, 2029; earlier upon death, disability, retirement, or change in control | None for director awards (no PSUs/metrics disclosed) | None disclosed for directors |
- Annual director equity grants were time‑based RSUs, not performance‑based; no meeting fees or option awards disclosed for directors .
Other Directorships & Interlocks
| Company | Role | Current/Prior | Potential Interlocks/Conflicts |
|---|---|---|---|
| Casey’s General Stores | Chairman, President & CEO | Current | Operates convenience/food retail; no GPC vendor/customer ties disclosed |
| Globe Life, Inc. | Director; chaired committees | Prior | Insurance sector; no GPC ties disclosed |
- Related party transactions: Company policy requires Nominating & ESG Committee oversight of related‑party transactions ≥$120,000; none material were identified for FY2024 through proxy date .
Expertise & Qualifications
- Senior executive leadership across convenience retail, restaurants, and fuel, with experience in brand modernization, M&A, digital transformation, e‑commerce, and ESG; past public board service in insurance .
- Board matrix shows CEO/leadership, distribution/supply chain, international experience, and public company board background aligned with Board needs .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs Held (Dec 31, 2024) | Ownership Guidelines Compliance |
|---|---|---|---|---|
| Darren M. Rebelez | 2,042 | <1% | 2,042 | Directors must own shares valued at 5x cash retainer; all non‑employee directors were in compliance as of Dec 31, 2024 |
- Anti‑hedging and pledging: Directors and executive officers are subject to anti‑hedging and pledging policies .
- RSU design: Annual RSUs are fully vested but deferred, with settlement in 2029 or earlier upon specified events/change in control .
Governance Assessment
- Board effectiveness: Rebelez brings operating CEO perspective from a large Fortune 500 retailer with demonstrated transformation skill set; his service on the Nominating & ESG Committee augments governance and ESG oversight depth .
- Independence and attendance: Independent status with full attendance at Board and committee meetings in 2024 supports engagement and reliability despite external CEO responsibilities .
- Pay and alignment: Standard director pay mix (cash + time‑based RSUs) with robust ownership guidelines (5x retainer) and anti‑hedging/pledging policies supports alignment; RSUs are deferred but fully vested, a typical structure for director equity .
- Conflicts/related party: No material related‑party transactions identified; Nominating & ESG Committee oversees any such matters, mitigating conflict risk .
RED FLAGS: None disclosed. Potential time‑commitment risk is mitigated by 2024 perfect attendance and narrow committee scope; no pledging/hedging permitted by policy; no related‑party transactions reported .