Chad Frazell
CASEYS GENERAL STORESAbout Chad Frazell
Chad M. Frazell is Chief Human Resources Officer (CHRO) of Casey’s General Stores and has been an executive officer since 2020; he is 53 years old and previously served as SVP–Human Resources at Tractor Supply Company (2014–2020) . During his tenure, Casey’s delivered strong financial performance: FY24 revenue was $14.9B and FY25 revenue reached $15.9B, with EBITDA rising from $1.06B in FY24 to $1.2B in FY25 . Over the FY23–FY25 PSU performance cycle, Casey’s achieved 120% TSR (94th percentile vs S&P 500), triggering the +25% rTSR PSU modifier and a 250% of target PSU payout for that cycle . FY25 also saw 270 stores built/acquired (record year), including the CEFCO acquisition (198 stores) expanding into Florida and Alabama .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Casey’s General Stores, Inc. | Chief Human Resources Officer | 2020–Present | Leads enterprise HR for ~49,000 team members across 19 states; supports rapid store growth and M&A integration . |
| Tractor Supply Company | SVP – Human Resources | 2014–2020 | Led all HR functions (benefits, compensation, employee relations, HRIS, org development/design, payroll, relocation, talent acquisition/development) . |
External Roles
No external public company board roles for Mr. Frazell are listed in the executive officers section of the latest proxy .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 520,000 | 545,000 | 560,000 |
| All Other Compensation ($) | 54,307 | 68,789 | 95,677 |
| Notes | FY25 perquisites include auto allowance, identity theft protection, executive physical, personal executive security assessment, supplemental disability, financial planning, and spousal travel on company aircraft (aggregate perqs $74,977) . |
Additional FY25 AIP target and range for CHRO:
- AIP target: 75% of base salary; payout range 0–200% of target .
Performance Compensation
Annual Incentive Program (AIP)
| Metric | Weight | Threshold | Target | Maximum | FY25 Actual | FY25 Weighted Payout |
|---|---|---|---|---|---|---|
| EBITDA | 60% | $971M | $1,142M | $1,313M | $1,208M | 83% |
| Same-Store Sales Growth (Inside) | 40% | 1% | 4% | 7% | 2.6% | 26% |
| Total | 100% | 109% of target |
FY25 actual AIP payout for Frazell: $457,800 (109% of $420,000 target) . Five-year AIP payout history (as % of target): 2021: 200%, 2022: 188%, 2023: 178%, 2024: 157%, 2025: 109% .
Long-Term Incentive Program (LTIP) Design (FY25 grants)
- Mix: 75% PSUs (50% ROIC, 50% EBITDA); 25% time-based RSUs; PSUs subject to a ±25% TSR modifier vs a comparator group; PSUs vest after a 3-year period; RSUs vest in equal thirds over 3 years .
FY25 LTIP Awards to Frazell (granted June 5, 2024)
| Award Type | Grant Date | Count (#) | Grant Date Fair Value ($) |
|---|---|---|---|
| RSU | 6/5/2024 | 735 | 239,698 |
| PSU (ROIC) | 6/5/2024 | 1,102 target (551 threshold / 2,204 max) | 359,384 |
| PSU (EBITDA) | 6/5/2024 | 1,102 target (551 threshold / 2,204 max) | 359,384 |
FY23–FY25 PSU payout: 200% for ROIC PSUs and 200% for EBITDA PSUs; with top-quartile rTSR (94th percentile; TSR 120%), the +25% TSR modifier applied, resulting in a 250% payout for that cycle .
Equity Ownership & Alignment
Beneficial Ownership (as of July 1, 2025)
| Holder | Direct | 401K | Total | % of Class |
|---|---|---|---|---|
| Chad M. Frazell | 11,480 | 362 | 11,842 | <1% |
Outstanding Equity Awards at FY25 Year-End (4/30/2025; $462.59 close)
| Award Type | Shares/Units (#) | Market/Payout Value ($) |
|---|---|---|
| RSUs (unvested) | 1,743 | 806,294 |
| PSUs (unearned outstanding) | 18,190 | 8,414,512 |
RSU vesting schedule for Frazell:
- 6/15/2025: 909 units; 6/15/2026: 589 units; 6/15/2027: 245 units .
PSU schedules for Frazell (remaining as of 4/30/2025):
- 3,590 ROIC + 3,590 EBITDA (Performance Period: 5/1/2023–4/30/2025; vest 6/15/2025) .
- 3,094 ROIC + 3,094 EBITDA (Performance Period: 5/1/2024–4/30/2026; vest 6/15/2026) .
- 2,411 ROIC + 2,411 EBITDA (Performance Period: 5/1/2025–4/30/2027; vest 6/15/2027) .
Vesting-related sales pressure indicator:
- FY25 stock vested: 6,401 shares for Frazell; value realized $2,381,300 (PSU and RSU vestings on 6/15/2024) .
Ownership policy and alignment:
- Stock ownership guideline for Chiefs/SVPs: 3x base salary; anti-hedging and anti-pledging policies (no pledging or margin accounts permitted) .
- All NEOs, including Frazell, have met guidelines; Frazell required $1,740,000; owned $6,924,363 as of record date .
Employment Terms
Severance and Change-in-Control (Potential Payments; scenario analysis)
| Scenario (as of 4/30/2025) | Severance Pay ($) | Value of LTIs ($) | AIP ($) | Post-Employment Health Care ($) | Disability Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| Voluntary Resignation | — | — | 457,800 | — | — | 457,800 |
| Retirement | — | — | 457,800 | — | — | 457,800 |
| Death | — | 3,428,871 | 457,800 | — | — | 3,886,671 |
| Disability | — | 3,428,871 | 457,800 | — | 4,251,299 | 8,137,970 |
| Involuntary (For Cause) | — | — | 457,800 | — | — | 457,800 |
| Involuntary (Not for Cause) / Good Reason | 840,000 | — | 457,800 | 31,823 | — | 1,329,623 |
| Change in Control (Not for Cause/Good Reason) | 2,035,600 | 4,585,655 | 457,800 | 42,430 | — | 7,121,485 |
Policy highlights:
- Double-trigger change-in-control provisions; no single-trigger CIC .
- Robust clawback policy compliant with restatements .
- No excise tax gross-ups; “best net” approach to 280G; neither the 2018 nor proposed 2025 plans provide tax gross-ups .
Performance Compensation Details (FY2023–FY2025)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary ($) | 520,000 | 545,000 | 560,000 |
| Stock Awards – Grant Date Fair Value ($) | 793,763 | 930,806 | 958,467 |
| Non-Equity Incentive Plan Compensation ($) | 601,640 | 641,738 | 457,800 |
| All Other Compensation ($) | 54,307 | 68,789 | 95,677 |
| Total Compensation ($) | 1,969,715 | 2,186,332 | 2,071,944 |
Compensation Structure Summary
- AIP metrics and weights: 60% EBITDA; 40% inside same-store sales growth; target payout for CHRO = 75% of base salary; 0–200% payout range .
- LTIP metrics and weights: 75% PSUs (1/2 ROIC, 1/2 EBITDA) with ±25% rTSR modifier; 25% time-based RSUs; PSUs cliff-vest at 3 years; RSUs in equal thirds annually .
Governance and Shareholder Feedback
- Anti-hedging and anti-pledging policy; meaningful stock ownership requirements (CEO 5x; Chief/SVP 3x; VP 2x); all NEOs in compliance .
- Say-on-pay support: 2022: 97.0%; 2023: 97.6%; 2024: 97.9% .
Investment Implications
- Pay-for-performance alignment is strong: cash AIP and equity LTIP directly tied to EBITDA, ROIC, and relative TSR; robust say-on-pay outcomes reinforce investor support .
- Retention risk appears low: substantial unvested PSU and RSU over FY26–FY27, ownership well above policy (Frazell owned ~$6.9M vs $1.74M requirement), and anti-pledge/hedge rules support alignment .
- Insider selling pressure windows: annual June 15 vesting creates predictable liquidity events; in FY25, 6,401 shares vested for Frazell (~$2.38M value), and FY23–FY25 PSU payout at 250% increased delivered shares; monitor Form 4 activity around mid-June and any 10b5-1 adoptions .
- CIC economics are shareholder-friendly (double-trigger, no tax gross-ups/best-net) and severance levels are moderate (e.g., $840k involuntary; $2.04M CIC) vs peers; minimizes windfall risk .
- Execution focus: HR leadership across 49,000 employees amid rapid expansion (270 stores in FY25 including CEFCO) elevates integration and labor execution risk; continued performance against EBITDA/ROIC targets will be key .