Donald Frieson
CASEYS GENERAL STORESAbout Donald E. Frieson
Independent director (age 67), serving since 2018. Retired Executive Vice President, Supply Chain at Lowe’s Companies, Inc. (2018–2024) with 30+ years of operations and logistics leadership including senior roles at Walmart/Sam’s Club; identified as independent under Nasdaq standards. Committee member on the Compensation & Human Capital Committee (C/HC); attended 100% of Board and applicable committee meetings in FY2025 (Board met five times). No other public company boards disclosed.
Past Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| Lowe’s Companies, Inc. | EVP, Supply Chain | 2018–2024 | Led distribution centers, logistics, replenishment/planning, transportation and delivery services. |
| Sam’s Club (Walmart) | EVP, Operations | 2014–2017 | Responsible for operations and supply chain across >650 locations. |
| Walmart, Inc. | SVP, Replenishment, Planning & Real Estate | 2012–2014 | Senior planning and real estate leadership. |
| Massmart Holdings (Walmart subsidiary) | Chief Integration Officer | 2011–2012 | Integration leadership across subsidiary operations. |
| Walmart, Inc. | SVP, Supply Chain Eastern U.S. | 2010 | Led >30 distribution centers supplying ~1,600 stores. |
| Walmart, Inc. | President, Central Division | 2007–2010 | Division leadership. |
| Walmart, Inc. | Operational/management positions | 1999–2007 | Progressive operations roles. |
External Roles
| Category | Role/Organization | Detail |
|---|---|---|
| Current public company boards | None | No other public boards disclosed. |
Board Governance
- Committee assignments: Member, Compensation & Human Capital Committee (C/HC); committee is 100% independent; chaired by Gregory A. Trojan (members: Frieson, Wing).
- Independence: Board determined all directors other than the CEO are independent; all committee members are independent.
- Attendance and engagement: Board held five meetings during FY2025; each director attended 100% of Board and applicable committee meetings; all directors attended last year’s annual shareholders’ meeting.
- Over-boarding/Executive sessions: Directors limited to no more than two other public company boards; minimum two independent executive sessions per year, with practice to hold one at each regularly scheduled Board meeting.
Fixed Compensation
| Component (FY2025) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $109,500 | Quarterly cash retainer increased to $25,000 as of the 2024 Annual Meeting (annual $100,000) plus committee retainers; cash paid quarterly in advance. |
| All Other Compensation | $95 | Life insurance premiums. |
| Total Cash + Other | $109,595 | Summation of above. |
Director retainer framework (effective 2024 Annual Meeting):
- Annual cash retainer: $100,000; annual equity retainer: $165,000 (time-based RSUs).
- Committee retainers: Audit Chair $32,500 / Member $15,000; C/HC Chair $25,000 / Member $10,000; NCG Chair $20,000 / Member $8,000; Lead Independent Director retainer $40,000.
Performance Compensation
| Equity Award (FY2025) | Units/Value | Vesting | Design Features |
|---|---|---|---|
| Director RSUs (annual equity retainer) | $162,691 | Cliff-vest at the 2025 Annual Meeting; each non-employee director held 442 RSUs at FY2025 end, vesting September 3, 2025 subject to continued service. | |
| Dividend equivalents | N/A | Accrue on RSUs, payable in cash only if the RSUs vest. |
Performance metrics framework used under the Company’s Stock Incentive Plan (relevant to PSUs/employee awards; directors receive time-based RSUs):
| Metric Category | Examples |
|---|---|
| Earnings/Returns | EPS; ROA/ROE/ROIC; net income; EBITDA (before/after D&A); margins. |
| Growth/Price | Net sales/revenue growth; share price, TSR (including percentile vs indices). |
| Cash Flow | Operating cash flow; free cash flow; cash flow returns. |
| Efficiency/Targets | Expense targets; cost reduction/savings; performance vs budget; EVA. |
| Committee discretion | May include/exclude one-time events (asset write-downs, FX, tax/accounting changes, M&A, restructuring). |
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Other public company directorships | None disclosed for Frieson. |
| C/HC interlocks and insider participation | No member has ever been an officer/employee of the Company; no Item 404 relationships; no executive officer-director interlocks in FY2025. |
| Auditor oversight | KPMG selected and ratified recommendation; auditor since 1987. |
Expertise & Qualifications
- Supply chain, logistics, distribution; senior business operations leadership in retail; real estate/development; corporate strategy.
- Career highlights demonstrate multi-unit operations and complex logistics across major retailers (Lowe’s, Walmart/Sam’s Club).
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Direct ownership (shares) | 3,612 | Beneficial ownership as of July 1, 2025; sole voting/investment power unless otherwise indicated. |
| RSUs (unvested) | 442 | Will cliff-vest at September 3, 2025 Annual Meeting; not included in “vest within 60 days” column as of July 1, 2025. |
| Shares outstanding | 37,180,985 | As of July 1, 2025. |
| Ownership % of class (direct) | ~0.0097% | Computed from 3,612 / 37,180,985. |
| Hedging/Pledging | Prohibited for directors; no pledging or margin accounts allowed. | |
| Director ownership guideline | 5x annual cash retainer ($500,000) within five years of joining Board; RSUs count, PSUs/options do not. |
Governance Assessment
- Strengths: Independence affirmed; 100% attendance; meaningful supply chain expertise aligned with Casey’s operations; balanced director pay mix (cash + time-based equity), with equity retainer aligning interests via RSUs that vest annually; robust ownership/anti-hedging/anti-pledging policies; no Item 404 related-party relationships; no compensation committee interlocks.
- Compensation mix: FY2025 director compensation for Frieson was $109,500 cash and $162,691 equity (total $272,286), indicating greater equity weighting and annual vesting.
- Signals: Member of the C/HC Committee overseeing executive pay, succession, and equity plans; committee operates independently and uses market benchmarking/consultants (Pay Governance) for director compensation.
- RED FLAGS: None disclosed—no related-party transactions; hedging/pledging prohibited; over-boarding limits in place; full meeting attendance.