Caseys General Stores Inc DEF 14A, filed Jul 17, 2024

About this DEF 14A

Caseys General Stores Inc (CASY)

DEF 14A 2024-07-17 For: 2024-08-28

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Caseys General Stores Inc filed this DEF 14A on July 17, 2024.

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Date and Time	Location – Virtual Meeting Only	Record Date	Mailing Date
August 28, 2024 8:30 a.m. Central Time	www.virtualshareholdermeeting.com/CASY2024	June 26, 2024	On or around July 17, 2024
We encourage you to access the Annual Meeting webcast prior to the start time.	The Annual Meeting is virtual only via live audio webcast – there is no physical location for the meeting. You can ask questions and vote during the meeting.	Shareholders of record at the close of business on the record date are entitled to vote at the Annual Meeting.	Proxy materials are first being distributed or made available as of the mailing date.

	1			To elect eleven directors to serve until the next annual shareholders’ meeting and until their successors are elected and qualified
	2			To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2025
	3			To hold an advisory vote on our named executive officer compensation
	4			Shareholder proposal regarding independent board chair policy, if properly presented at the Annual Meeting
	5			Shareholder proposal regarding greenhouse gas emissions reporting, if properly presented at the Annual Meeting
	6			To transact such other business as may properly come before the Annual Meeting or at any adjournment or postponement thereof

Internet	Telephone	Mail	At the Annual Meeting
You may vote on the Internet at www.proxyvote.com.	You may vote by touch-tone telephone by calling 1-800-690-6903 or the number on your voter instruction form.	If you received/requested paper proxy materials, return your completed/signed proxy card or voter instruction form in the postage-paid envelope provided.	You may vote during the Annual Meeting on the virtual meeting website, listed above. See pages 5-8 for further details.
You will need the 16-digit control number included in your notice, proxy card or voter instruction form in order to vote.


	Proxy Statement Summary			1
	2024 Fiscal Year Summary			1
	2024 Annual Meeting Details			1
	Voting Roadmap			2
	Annual Meeting FAQs			5
	Proposal 1: Election of Directors			9
	Director Nominee Selection Process			9
	Board Structure			10
	Board Leadership			10
	Nominees for Election at the Annual Meeting			12
	Governance of the Company			18
	Board Composition – Director Nominees			18
	Shareholder Rights			19
	Accountability			19
	Board Practices			20
	Shareholder Engagement			20
	Sustainability			21
	The Board of Directors and Its Committees			22
	Director Independence			22
	Board Committees			22
	The Board’s Role in Risk Oversight			25
	Shareholder Communications			25
	Information About Our Executive Officers			26
	Principal Shareholders			27
	Beneficial Ownership of Shares of Common Stock by Directors and Executive Officers			28
	Compensation Discussion and Analysis			29
	Executive Summary			29
	Executive Compensation Philosophy and Best Practices			31
	Executive Compensation Process			32
	Compensation Program Elements			34
	Other Compensation Programs and Policies			42
	Tax Treatment of Certain Compensation			42
	Recent Executive Compensation Decisions for the 2025 Fiscal Year			43

	Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on August 28, 2024
	The Notice of Annual Meeting of Shareholders, the Proxy Statement and Annual Report are available at http://materials.proxyvote.com/147528


	Compensation Committee Report			44
	Compensation Committee Interlocks and Insider Participation in Compensation Decisions			44
	Compensation Programs and Risk Management			44
	Executive Compensation			45
	Summary Compensation Table			45
	Grants of Plan-Based Awards in Fiscal 2024			47
	Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table			48
	Outstanding Equity Awards at 2024 Fiscal Year-End			51
	Option Exercises and Stock Vested in Fiscal 2024			53
	Nonqualified Deferred Compensation			53
	Potential Payments upon Termination or Change of Control			54
	CEO Pay Ratio			57
	Pay Versus Performance Disclosure			58
	Equity Compensation Plan Information			61
	Director Compensation			62
	Certain Relationships and Related Transactions			63
	Report of the Audit Committee of the Board of Directors			65
	Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm			66
	Independent Auditor Fees			66
	Pre-Approval Procedures			66
	Proposal 3: Advisory Vote on our Named Executive Officer Compensation			67
	Proposal 4: Shareholder Proposal			68
	Proposal 5: Shareholder Proposal			71
	Annual Reports			74
	Shareholders Sharing an Address			74
	Submission of Shareholder Proposals			74
	Proxy Solicitation			75
	Other Matters			75
	Forward-Looking Statements			75
	Appendix A			A-1

Net Income	EBITDA^*	Share Price	Diluted EPS
$501.9 million ↑ $446.7 million (FY23)	$1.06 billion ↑ $952.5 million (FY23)	$319.58 ↑ $228.82 (FY23)	$13.43 ↑ $11.91 (FY23)
12.4% increase	11.2% increase	39.7% increase	12.8% increase
*EBITDA is a non-GAAP measure defined as net income before net interest expense, income taxes, depreciation and amortization. See Appendix A for reconciliation of net income to EBITDA.

August 28, 2024 8:30 a.m. CT	www.virtualshareholdermeeting.com/CASY2024 (virtual only – there is no physical meeting location)	Record Date: June 26, 2024
Proposals	Description	Board’s Voting Recommendation
1. Election of Directors	To elect eleven directors to serve until the next annual shareholders’ meeting and until their successors are elected and qualified	✔ FOR each nominee
2. Ratify Auditors	To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2025	✔ FOR
3. “Say on Pay”	To hold an advisory vote on our named executive officer compensation	✔ FOR
4. Shareholder Proposal	Shareholder proposal regarding independent board chair policy, if properly presented at the Annual Meeting	☒ AGAINST
5. Shareholder Proposal	Shareholder proposal regarding greenhouse gas emissions reporting, if properly presented at the Annual Meeting	☒ AGAINST

	Summary Information About KPMG
	The Audit Committee has selected KPMG LLP to act as its independent registered public accounting firm for the fiscal year ending April 30, 2025, and seeks ratification of the selection. KPMG has been the Company’s auditor since 1987.

FY24 Named Executive Officers		Compensation Governance
	Darren M. Rebelez President and CEO	What We Do – Best Practices ✔ Strong pay for performance ✔ Incentive pay with multiple metrics tied to long-term shareholder value ✔ Meaningful stock ownership requirements for officers ✔ Double-trigger change of control provisions ✔ Independent compensation consultant ✔ Annual “say on pay” vote What We Don’t Do ☒ No guaranteed incentive payments ☒ No uncapped incentive compensation opportunities ☒ No hedging or pledging of Company stock ☒ No tax gross-ups ☒ No excessive benefits or perquisites ☒ No single-trigger change of control provisions “Say on Pay” Results: 2021: 97.9%, 2022: 97.0%, 2023: 97.6% ⯀ Pay program in FY24 was substantially the same as FY23, which as noted, our shareholders overwhelmingly supported
	Stephen P. Bramlage, Jr. Chief Financial Officer
	Ena Williams Chief Operating Officer
	Thomas P. Brennan Chief Merchandising Officer
	Chad M. Frazell Chief Human Resources Officer

FY24 Direct Compensation Elements
Element	Purpose	FY24 Metrics
Base Salary	Attracts and retains executives by providing competitive fixed annual cash compensation	Evaluated annually based on market and peer group data and individual and Company performance
Annual Incentive Program (“AIP”)	Performance based pay that delivers annual cash incentives when key financial/operating targets are met or exceeded	⯀ 60% - EBITDA ⯀ 40% - same store sales growth (inside sales)
Long-Term Incentive Program (“LTIP”)	Performance and time-based equity compensation to attract, retain and reward executives when key financial/operating targets are met or exceeded over a three-year performance period	⯀ 75% PSUs (1/2 ROIC, ½ EBITDA) (+/- 25% rTSR modifier based on top/bottom quartile TSR) ⯀ 25% time-based RSUs

	Shareholder Proposal Regarding Independent Board Chair Policy (Proposal 4) Shareholder Proposal Regarding Greenhouse Gas Emissions Reporting (Proposal 5)
	The Board recommends a vote against both shareholder proposals.

	Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on August 28, 2024
	To attend the virtual Annual Meeting, visit www.virtualshareholdermeeting.com/CASY2024. Information on how to vote at the virtual Annual Meeting is available by contacting Scott Faber, Corporate Secretary at (515) 963-3802, or by writing to us at: Casey’s General Stores, Inc., Corporate Secretary, One SE Convenience Blvd., Ankeny, Iowa 50021. The Notice of Annual Meeting of Shareholders, this Proxy Statement and the Annual Report to Shareholders for the year ended April 30, 2024, are available at http://materials.proxyvote.com/147528. The Company also makes available, free of charge through its website—www.caseys.com, under the “Investor Relations” link at the bottom of each page—this Proxy Statement, the Annual Report to Shareholders, the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after these documents are electronically filed with, or furnished to, the Securities and Exchange Commission (the “SEC”).

Board Diversity Matrix (as of July 17, 2024)^*
Total Numbers of Directors	11
	Female	Male	Non-Binary	Did Not Disclose Gender
Part 1: Gender Identity
Directors	5	6	—	—
Part 2: Demographic Background
African American or Black	—	1	—	—
Alaskan Native or Native American	—	—	—	—

	Information About the Director Nominees
	I = Independent, A = Audit Committee, * = Audit Committee Financial Expert, NCG = Nominating and Corporate Governance Committee, C/HC = Compensation and Human Capital Committee

Nominee		Career Highlights	Relevant Board Skills
	Darren M. Rebelez, 58 Board Chair President and CEO, Casey’s General Stores, Inc.	Casey’s General Stores, Inc. President/CEO (2019-Present) IHOP Restaurants (unit of Dine Brands Global) President (2015-2019) 7-Eleven, Inc. EVP/COO (2007-2014)	⯀ Public Company CEO Experience ⯀ Senior Business Operations Leadership ⯀ Consumer Products, Retail ⯀ Real Estate, Development, Construction ⯀ Marketing, Brand Management ⯀ M&A ⯀ Restaurant and Food Service ⯀ Corporate Strategy
Mr. Rebelez, the Company’s President, CEO and Board Chair, brings a wealth of experience as an executive in the convenience store and restaurant industries, most recently as the President of IHOP Restaurants, a unit of Dine Brands Global, Inc., which franchises and operates restaurants under the Applebee’s and IHOP brands. Prior to joining Dine Brands, Mr. Rebelez was employed by 7-Eleven, Inc., a convenience store chain, as Executive VP and COO. Before 7-Eleven, Mr. Rebelez held numerous management roles within ExxonMobil. In 2024, Mr. Rebelez was named by CSP as its “Retailer Leader of the Year.” His wide-ranging experience enables Mr. Rebelez to provide important insights to the Board regarding operations, marketing, digital engagement, product development, management and strategic planning.
Director since: 2019, Committees: None, Other public boards: Genuine Parts Company (since 2023), Globe Life (2010-2023)

ACCOUNTABILITY
Strong Anti-Hedging and Pledging Policy	Compensation Recovery Policy	Meaningful Stock Ownership Requirements	Robust Code of Conduct/Ethics
Hedging and pledging of Company stock is prohibited	Shall seek reimbursement of incentive payments in the case of certain financial restatements	Director: 5x cash retainer CEO: 5x base salary Chief/SVP: 3x base salary VP: 2x base salary	All directors and officers bound by a robust Code of Business Conduct and Ethics
Additional Information
Hedging/Pledging: Directors, officers, designated key employees and those designated as “insiders” (including their spouses or other family members residing in their households) may not engage in any hedging or monetization transactions with respect to the Company’s securities, including, but not limited to, through the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments, or through the establishment of a short position in the Company’s securities. Further, such persons may not engage in short-term or speculative transactions in the Company’s securities that could create heightened legal risk and/or the appearance of improper or inappropriate conduct, including short-term trading, short sales, and publicly traded options. In addition, the Company prohibits all pledging of Company stock or holding it in a margin account. Compensation Recovery (“Clawback”) Policy: In addition to any other remedies available under law, the Company shall recoup, in all appropriate circumstances and in accordance with applicable law, any incentive payment made to an executive officer or former executive officer whenever (i) the payment was based upon achieving certain financial results that were subsequently the subject of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws (other than changes to historical financial statements that do not represent error corrections including a restatement caused by a change in applicable accounting rules or interpretations), and (ii) a lower payment would have been made to the executive officer or former executive officer based on the restated financial results. The Company will, to the extent practicable, recoup from the executive officer the amount by which the incentive payments for the recoverable period exceeded the lower payment that would have been made based on the restated financial results. Stock Ownership: Within five years of joining the Board, directors must accumulate share holdings of at least five times the annual cash retainer for non-Board Chair directors (excluding committee retainers) (the retainer for the 2024 fiscal year was $90,000, for a total ownership requirement of $450,000). Within five years of hire or promotion to their respective positions, the CEO and other all other officers must accumulate share holdings of a multiple of their base salary, as follows: CEO, 5x base salary; Chief/SVP, 3x base salary; and VP, 2x base salary. Restricted stock, unvested service-based restricted stock units (RSUs) and vested 401K Plan shares count towards the requirement, however performance-based restricted stock units (PSUs) and stock options do not count. All of the NEOs have met their respective ownership requirement.

SHAREHOLDER ENGAGEMENT
Regular and Direct Shareholder Engagement	Regular Investor Conference Attendee and Participant	Director Attendance at the Annual Meeting
During the 2024 fiscal year, the Company directly engaged with shareholders representing over 50% of our outstanding shares	Participation and presentations are made available to the public via live webcast	All directors are required to attend the annual shareholders’ meeting and be available to answer questions
Additional Information
Engagement The Company embraces shareholder engagement as an important tenet of good corporate governance, which promotes the long-term interests of our shareholders. As part of this commitment, the Company regularly and actively engages with shareholders and other investors and stakeholders to solicit input, better understand their viewpoints, answer questions and discuss our performance and strategic plan. In addition, during the 2024 fiscal year, the Company directly engaged with the ESG/sustainability groups at a number of shareholders to discuss and solicit feedback on the Company’s ESG efforts, its ongoing carbon/GHG emissions calculations and its general ESG disclosure process and timeline. Director Attendance at Annual Meetings: The Company is committed to ensuring that shareholders be afforded the same rights and opportunities to participate at the virtual Annual Meeting as they would at an in-person meeting. As such, shareholders are able to submit questions to the Board during the Annual Meeting by following the question prompts on the meeting website and typing the question into the space provided therefor.

SUSTAINABILITY
Fourth Annual Sustainability Report Published in July 2024	Board-Level Oversight of ESG	Sustainability Committee
The Company published its fourth annual sustainability report in July 2024 which outlines our current environmental, social and governance initiatives, practices and objectives	Under its written charter, the NCG Committee has Board-level oversight responsibilities for the Company’s ESG-related efforts and reporting	Cross-functional sustainability committee that meets on a quarterly basis to discuss and strategize the Company’s ESG-related efforts and disclosures
Additional Information
FY24 Highlights: The Company has taken several steps forward along our sustainability journey this past year, highlighted by the following: ⯀ Published our fourth annual sustainability report in July 2024 – available on the Company’s website (www.caseys.com) under the “Investor Relations” link – prepared in accordance with the standards published by the Sustainability Accounting Standards Board (SASB), which also identified the United Nations Sustainable Development Goals (SDGs) that we believe best align with our business activities and key priority areas. ⯀ In our 2024 sustainability report, reported our second year of Scope 1 and Scope 2 GHG emissions, and reported our first year of certain Scope 3 GHG emissions. ⯀ Increased our electric vehicle (EV) infrastructure to 170 charging stations at 37 locations across the Midwest – a 23% increase in chargers from the 2023 fiscal year. ⯀ Blended approximately 89% of all fuel we sell with renewable fuel – a 2% increase from the prior year, which is available for purchase at almost all stores; biodiesel is available at almost half of our stores. ⯀ Installed solar panels on 82 of our refrigerated trailers to provide an alternative source of energy with an additional 133 trailers slated for installation this fiscal year. Solar panels are now standard on new trailers. ⯀ Finalized plans to install “shore power” at our distribution centers, allowing certain trucks parked at our distribution centers to idle without burning diesel fuel. ⯀ Participated in community solar gardens at 45 stores – up from 30 in the prior year, where we commit to purchase an amount of solar- and wind-generated energy from the garden, resulting in an environmental offset of 25%-100% of the energy usage for participating stores. ⯀ Launched a pilot energy management system at 50 stores. ⯀ Generated, on average, nearly 1,700 kilowatt-hours of electricity per day during fiscal 2024 from the 1,408 solar panels on our third and newest distribution center in Joplin, Missouri (this energy output supports the refrigeration needs of the facility, which accounts for most of its electrical load, reducing the amount of purchased electricity needed from the grid). In addition, we are in the process of evaluating solar power at our other two distribution centers. ⯀ Engaged with several of our largest shareholders specifically to discuss sustainability-related topics, including the process of, and progress on, our sustainability journey, opportunities, and the associated timeline. The 2024 sustainability report, as published, incorporates five areas fundamental to our business, as follows:

	Information About the Board Committees
	(I) = Independent under Nasdaq Listing Standards, ACFE = Audit Committee Financial Expert under Item 407(d)(5) of Reg. S-K

	NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
	Committee Members ✔ 100% Independent			David K. Lenhardt – Chair (I)			Donald E. Frieson (I)			Judy A. Schmeling (I)

Executive Officers
Name and Current Office Held		Recent Employment History	Became Executive Officer	Age
	Darren M. Rebelez President and CEO	Mr. Rebelez served as President of IHOP Restaurants (a unit of Dine Brands Global, Inc.) from 2015-2019, where he developed and implemented digital strategies to connect guests via mobile platforms and online channels and grew the brand to become the largest full-service restaurant concept in the United States by unit count. He previously was employed by 7-Eleven as Executive VP and COO from 2007-2014. Mr. Rebelez is also a veteran of the United States Army.	2019	58
	Stephen P. Bramlage, Jr. Chief Financial Officer	Mr. Bramlage served as Executive VP and CFO at Aramark from 2015-2020, where he directed finance, M&A, supply chain and procurement, IT and risk management and safety. He previously was employed by Owens-Illinois, Inc. from 2006-2015, serving as Senior VP and CFO from 2012-2015.	2020	53
	Ena Williams Chief Operating Officer	Ms. Williams served as CEO at National HME, Inc. from 2019-2020, and Senior VP and Head of International and other senior management roles at 7-Eleven, Inc., from 2008-2018, where she directed global functions, including merchandising, marketing, logistics, human resources and financial analysis, in addition to global operations, licensing and expansion.	2020	55
	Thomas P. Brennan Chief Merchandising Officer	Mr. Brennan served as COO at CKE Restaurants Holdings, Inc. (the parent of Carl’s Jr. and Hardee’s) from 2017-2019, where he was responsible for the operations and support of over 3,000 restaurants across the United States, and a number of VP roles at 7-Eleven, Inc. from 2012-2017. Mr. Brennan is also a veteran of the United States Army.	2019	49
	Chad M. Frazell Chief Human Resources Officer	Mr. Frazell served as Senior VP-Human Resources at Tractor Supply Co. from 2014-2020, where he was responsible for all of the organization’s Human Resources functions, including benefits, compensation, employee relations, HR compliance, HRIS, organization development and design, payroll, relocation, talent acquisition, and talent development.	2020	52
	Katrina S. Lindsey Chief Legal Officer	Ms. Lindsey served as SVP-Deputy General Counsel, Chief Compliance Officer and Assistant Corporate Secretary at Office Depot Inc. (a subsidiary of the ODP Corporation) from 2017-2021, where she directed North American legal operations, global ethics and compliance, government relations and information governance. She previously was employed by Darden Restaurants from 2011-2017, most recently serving as SVP-Division General Counsel.	2022	52

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
The Vanguard Group-23-1945930 100 Vanguard Blvd. Malvern, PA 19355	3,829,519⁽¹⁾	10.3%

BlackRock, Inc. 55 East 52nd Street New York, NY 10055	3,315,439⁽²⁾	8.9%

T. Rowe Price Investment Management, Inc. 100 E. Pratt Street Baltimore, MD 21202	1,829,820⁽³⁾	4.9%

Name of Beneficial Owner	Direct Ownership	Shares Subject to Vested Options and RSUs that Vest Within 60 Days⁽¹⁾	401K Plan Shares⁽²⁾	Total Amount and Nature of Beneficial Ownership⁽³⁾	Percent of Class
Sri Donthi	723	530	—	1,253	*
Donald E. Frieson	4,082	530	—	4,612	*
Cara K. Heiden⁽⁴⁾	8,571	530	—	9,101	*
David K. Lenhardt	4,082	530	—	4,612	*
Maria Castañón Moats	0	61	—	61	*
Larree M. Renda	11,209	530	—	11,739	*
Judy A. Schmeling	4,016	530	—	4,546	*
Michael Spanos	1,791	530	—	2,321	*
Gregory A. Trojan	1,287	530	—	1,817	*
Allison M. Wing	3,582	530	—	4,112	*
Darren M. Rebelez	87,338	—	623	87,961	*
Stephen P. Bramlage, Jr.	26,043	—	442	26,485	*
Ena Williams	20,869	—	456	21,325	*
Thomas P. Brennan	12,044	—	430	12,474	*
Chad M. Frazell	11,480	—	428	11,908	*
All executive officers, directors and director-nominees as a group (16 persons)	199,869	4,831	2,528	207,228	*

Net Income	EBITDA*	SSS Growth – Inside	3-Year ROIC*
$501.9 million ↑ $446.7 million (FY23)	$1.06 billion ↑ $952.5 (FY23)	4.4% ↑ 6.5% (FY23)	11.5% ↑ 11.1% (FY23)
12% increase	11% increase	11.2% over 2 years	40 bp increase
*EBITDA and ROIC are non-GAAP financial measures. See Appendix A for reconciliations/calculations for the applicable periods.

	Annual Incentive Compensation Program (“AIP”)			Long-Term Incentive Compensation Program (“LTIP”)
	AIP Summary: At-risk performance-based pay, ranging from 0% to 200% of target, that delivers annual cash incentives when key financial/operating goals are met or exceeded. FY24 Changes: Simplified the program by reducing the metrics from three to two (EBITDA and inside same-store sales metrics remain; fuel gross profit metric was removed). FY24 Metrics: ⯀ 60% - EBITDA ⯀ 40% - same store sales growth (inside sales) FY24 Payout: Due to the Company’s strong performance across all AIP metrics during the 2024 fiscal year, including delivering record EBITDA of $1.06 billion, and a strong same-store inside sales increase of 4.4%, the NEOs achieved an annual incentive payout equal to 157% of their respective AIP target (for reference, the FY23 AIP payout was 178% of target).			LTIP Summary: At-risk equity-based awards (RSUs and PSUs), the latter of which deliver long-term incentives when key financial/operating goals are met or exceeded over a three-year performance period; range from 0% to 200% of target, with a 25% rTSR modifier based on top/bottom quartile of S&P 500. FY24 Changes: No material changes for the FY24 LTIP. FY24 Metrics (FY24-FY26 performance period): The LTIP value is delivered 75% as PSUs and 25% as RSUs. The metrics for the PSUs are split 50% on 3-year cumulative EBITDA and 50% on 3-year average ROIC performance. FY22-FY24 Payout: Due to the continued long-term success of the Company, the LTIP PSU awards granted during the 2022 fiscal year (i.e., June 2021) vested at 200% of target (i.e., max) for the EBITDA PSUs and 200% of target (i.e., max) for the relative ROIC PSUs, resulting in the value of earned PSUs being above target value but appropriately aligned with strong Company results. In addition, the Company’s relative TSR performance over the three-year period equaled the 74th percentile; exceptional performance but resulting in no modification to the final LTIP awards (as discussed below, the final awards would have been increased by 25% at the 75th percentile).

	What We Do			What We Don’t Do
	✔ Pay for performance: A significant portion of NEO compensation is tied to financial performance and is “at-risk”. ✔ Reasonable balance between short-term and long-term incentives: A reasonable balance between cash and stock, fixed and variable compensation, short- and long-term compensation, and performance- and service-based awards, discourages short-term risk taking at the expense of long-term results. ✔ Share ownership requirements: Meaningful requirements are in place for executives based on multiples of base salary. ✔ Multiple performance metrics: Both the annual and long-term incentive programs use multiple performance metrics measuring results over different timeframes. This approach discourages excessive risk-taking by removing any incentive to focus on a single performance goal to the detriment of the Company. ✔ Clawback policy: Requires the Company to recoup certain compensation payments or equity awards in the event of a certain restatements of the Company’s financials. ✔ Double-trigger protection: Change of control agreements provide benefits only in the event that the NEO is terminated without cause or resigns for good reason. Under the 2018 Stock Incentive Plan, all unvested awards provide for “double-trigger” protection. There are no equity awards with single-trigger provisions. ✔ Independent advisor: The Committee retains an independent consultant to advise on the compensation program and practices.			☒ No guaranteed incentive payments: We do not provide guaranteed incentive payments to our NEOs. Other than base salaries, none of our NEOs’ compensation is guaranteed. ☒ No uncapped incentive compensation opportunities: All incentive plans have maximum levels of payout, even if the Company exceeds our maximum performance objectives. ☒ No tax gross-ups: No tax gross-ups are paid to cover personal income taxes or excise taxes that pertain to executive or severance benefits, including perquisites. ☒ No excessive benefits or perquisites: The Company does not maintain enhanced health or retirement benefits for its executives and does not permit excessive perquisites. ☒ No hedging or pledging of Company stock: The Company prohibits the hedging of Company stock and other short-term or speculative transactions as well as the pledging of Company stock. ☒ No payment of dividends on unvested stock awards: Unvested stock awards earn dividend equivalents, which are paid in cash upon vesting only if, and to the extent that, the underlying awards vest. ☒ No practices that encourage excessive risk-taking: The Company provides balanced compensation, a significant portion of which is long-term, at-risk and subject to multiple performance metrics.

	Roles in Determining Executive Compensation
	Committee and the Board
	The Committee oversees our executive compensation program and is charged with the following: ⯀ Determines the structure and performance goals of the AIP and LTIP ⯀ Determines base salary changes and target incentive opportunities for executive officers (and recommends to the Board for the CEO) ⯀ Approves pay packages for executive officer candidates and new hires ⯀ Approves equity-based awards ⯀ Evaluates CEO performance The Board is responsible for the following: ⯀ Approves base salary increases and other compensation elements for the CEO ⯀ Approves the Company’s Operating Plan, prepared and recommended by management, which contains strategic business and financial objectives used to inform the incentive plan performance goals

	Independent Compensation Consultant			CEO/Management
	For fiscal 2024, the Committee again engaged Pay Governance, LLC as its independent compensation consultant, who attended all Committee meetings and advised it on, among other things, the following: ⯀ Incentive compensation practices, including the Company’s incentive plan structure and performance metrics ⯀ CEO competitive pay analysis and analysis of the alignment of the Company’s realizable pay with its performance ⯀ Review of compensation for non-employee directors, including the Lead Independent Director ⯀ Proxy advisor updates and pay-performance test estimates ⯀ Executive pay risk assessment ⯀ ESG metrics in incentive designs ⯀ Review of Compensation Peer Group ⯀ Review of the proxy statement CD&A ⯀ Fair value calculations of the relative-TSR modifier/results The Committee assessed the independence of Pay Governance, LLC and did not identify any conflict of interest that would prevent it from independently advising the Committee.			The CEO evaluates the performance of the executive officers (other than himself) and makes specific recommendations to the Committee with respect to the following: ⯀ Base salary increases ⯀ Changes to incentive plan structures, target percentages and goals under the incentive plans ⯀ Pay packages, including salary and incentives, for executive officer candidates and new hires The CEO is assisted in these matters by the CHRO and his team, who also receive input and analysis from management’s separate compensation consultant, which for the 2024 fiscal year was Pearl Meyer & Partners, LLC (who provides market data, benchmarking and other compensation information and analyses). The CFO and his team are also integrally involved with setting the Company’s Operating Plan, which informs the incentive plan performance goals. The CEO is not involved with recommendations as to his own compensation, which is determined by the Committee and the Board.

	Compensation Peer Group
	Advance Auto Parts, Inc. Arko Corp. AutoZone, Inc. BJ’s Wholesale Club Holdings, Inc. Darden Restaurants, Inc. Dollar Tree, Inc.			Domino’s Pizza Genuine Parts Co. Murphy USA, Inc. O’Reilly Automotive, Inc. Papa John’s International, Inc. Restaurants Brands International SpartanNash Co.			Sprouts Farmers Market, Inc. Sunoco LP Tractor Supply Co. United National Foods, Inc. US Foods Holding Corp. Yum! Brands, Inc.

Say-on-Pay Vote Results
2021 Annual Meeting	2022 Annual Meeting	2023 Annual Meeting
97.9%	97.0%	97.6%

	Executive Compensation Elements
	Base Salary			Annual Incentive Compensation Program			Long-Term Incentive Compensation Program			Benefits and Perquisites


	2023 Fiscal Year Base Salary	2024 Fiscal Year Base Salary	% Increase from 2023 to 2024
Darren M. Rebelez, CEO	$1,150,000	$1,200,000	4.3%
Stephen P. Bramlage, Jr., CFO	$720,000	$750,000	4.2%
Ena Williams, COO	$720,000	$750,000	4.2%
Thomas P. Brennan, CMO	$550,000	$570,000	3.6%
Chad M. Frazell, CHRO	$520,000	$545,000	4.8%

	2024 AIP Metrics			Weight
	EBITDA			60%
	Same-Store Sales Growth (Inside Sales) (%)			40%