Gregory Trojan
CASEYS GENERAL STORESAbout Gregory A. Trojan
Gregory A. Trojan is an independent director of Casey’s General Stores, Inc., age 66, serving since 2021 and currently chairs the Compensation and Human Capital (C/HC) Committee . He is the former CEO of BJ’s Restaurants, Inc. and is currently a director at BJ’s Restaurants, bringing over 25 years of leadership in restaurant, retail, and consumer products, with prior executive roles at Guitar Center and House of Blues, and earlier consulting experience at Bain & Company, the Wharton Small Business Development Center, and Arthur Andersen & Company . The Board has affirmatively determined he is independent under Nasdaq Listing Standards; all directors other than the CEO and all committee members are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BJ’s Restaurants, Inc. | Chief Executive Officer | 2013–2022 | Led national casual dining operator; currently a director |
| BJ’s Restaurants, Inc. | President | 2012–2018 | Senior operations leadership |
| Guitar Center, Inc. | President/CEO, Director | 2010–2012 | Retail operations and strategy |
| Guitar Center, Inc. | President/COO, Director | 2007–2010 | Scaling and operations |
| House of Blues Entertainment, Inc. | Chief Executive Officer | 1998–2006 | Multi-venue/operator leadership |
| House of Blues Entertainment, Inc. | President | 1996–1998 | Strategic growth |
| PepsiCo, Inc. / California Pizza Kitchen (PepsiCo-owned) | Various roles incl. CEO of CPK | 1990–1996 | Consumer/food service operations |
| Bain & Company; Wharton SBDC; Arthur Andersen & Co. | Consultant | Early career | Strategy/finance foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BJ’s Restaurants, Inc. | Director | Current | Not disclosed in CASY proxy |
Board Governance
- Committee assignments: Chair, Compensation & Human Capital Committee; members are Gregory A. Trojan (Chair), Donald E. Frieson, Allison M. Wing; all are independent and none has relationships requiring Item 404 disclosure .
- Independence and attendance: Board held five meetings in FY2025; each director attended 100% of Board and applicable committee meetings, and all attended the prior annual meeting; all directors other than the CEO, and all committee members, are independent .
- Executive sessions & over-boarding: Guidelines require a minimum of two executive sessions annually, and the Board’s practice is at least one executive session at every regularly scheduled Board meeting; directors may not serve on more than two other public company boards, with outside service disclosed to Board Chair and NCG Chair to avoid conflicts .
- Lead Independent Director framework and accountability policies include strong anti-hedging/pledging, robust clawback, meaningful stock ownership requirements, and proxy access .
Fixed Compensation
Director Compensation Program Structure (effective as of 2024 Annual Meeting)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $100,000 | Increased from $90,000 effective 2024 Annual Meeting; paid quarterly in advance |
| Annual equity retainer (RSUs) | $165,000 | Time-based RSUs granted annually, using 20-day average closing price; vest at next annual meeting |
| Audit Committee Chair / Member | $32,500 / $15,000 | Supplemental committee retainers |
| Compensation Committee Chair / Member | $25,000 / $10,000 | Supplemental committee retainers |
| Nominating & Corporate Governance Chair / Member | $20,000 / $8,000 | Supplemental committee retainers |
| Lead Independent Director retainer | $40,000 | Supplemental LID retainer |
Individual FY2025 Director Compensation (Trojan)
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Gregory A. Trojan | $118,750 | $162,691 | $95 | $281,536 |
Performance Compensation
Annual Director RSU Grant Details (Trojan)
| Grant Type | Units | Grant Value ($) | Vesting | Dividend Equivalents |
|---|---|---|---|---|
| RSUs (time-based) | 442 | $162,691 | Cliff-vest on September 3, 2025 (date of 2025 Annual Meeting), subject to continued service | Accrue, paid in cash only upon vesting |
Note: Director RSUs are time-based; directors do not receive PSUs tied to performance metrics under the disclosed program .
Stock Incentive Plan Performance Measures (company-wide; applies to PSUs/awards)
| Category of Performance Measure |
|---|
| EPS; Return measures (ROA, ROIC, ROE, revenue); Net income; Revenue growth; Net operating profit; EBITDA; Cash flow (operating, FCF, CFROE, CFROI); Share price/TSR; Expense targets; Cost reduction/savings; Budget performance; EVA; Margins; Other measures at Committee discretion; Committee may include/exclude specific events (e.g., write-downs, tax law changes, restructuring, Extraordinary Items, M&A, FX) in evaluating performance |
Change-of-Control, Clawback, and Repricing Guardrails
- Double-trigger protection: Under the 2018 and proposed 2025 Stock Incentive Plan, unvested awards provide double-trigger protection; no single-trigger awards .
- Clawback: Company will recoup incentive payments from executive officers in event of qualifying restatements resulting in overpayment; policy described in proxy .
- No option repricing/cash exchange without shareholder approval; annual director award value cap $750,000 ($975,000 for independent Chair) .
- No tax gross-ups under plans for any participant .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public boards | BJ’s Restaurants, Inc. (current director) |
| Interlocks (FY2025) | No executive officer–director interlocks involving Casey’s executives and other corporations’ boards/compensation committees |
Expertise & Qualifications
- Public Company CEO Experience; Senior Business Operations Leadership; Consumer Products & Retail; Restaurant and Food Service; Real Estate/Development/Construction; Marketing & Brand Management; M&A; Finance/Accounting/Reporting; Corporate Strategy .
Equity Ownership
| Holder | Direct Ownership (shares) | RSUs (unvested) | Total Beneficial Ownership | Shares Outstanding | Ownership % |
|---|---|---|---|---|---|
| Gregory A. Trojan | 1,817 | 442 RSUs scheduled to vest at 2025 Annual Meeting | 1,817 (beneficial ownership excludes unvested PSUs/options; RSUs noted in footnote) | 37,180,985 | 0.0049% (1,817/37,180,985) |
- Stock ownership guidelines: Directors must accumulate shareholdings of at least 5x the annual cash retainer (retainer $100,000 as of September 2024 → $500,000 requirement) within five years of joining the Board; RSUs and vested 401K shares count, PSUs and options do not; director compliance status not specifically disclosed for each director .
- Hedging/Pledging: Company prohibits hedging and pledging of Company stock and other short-term/speculative transactions .
Governance Assessment
- Strengths: Independent status; 100% attendance in FY2025 Board/committee meetings; chairs the C/HC Committee with strong governance (no Item 404 related-party relationships among members; no FY2025 interlocks); director compensation aligned via mix of cash and time-based RSUs; robust anti-hedging/pledging and clawback policies; double-trigger equity treatment; clear over-boarding limits and regular executive sessions .
- Watch items: Beneficial ownership is modest at 1,817 shares; while directors must meet a 5x cash retainer guideline within five years, individual director compliance status is not disclosed—monitor future proxies for guideline compliance and any changes to director equity mix or award sizing .
- Compensation structure changes: As of the 2024 Annual Meeting, Casey’s raised director cash retainers from $90,000 to $100,000 and equity retainers from $130,000 to $165,000, reflecting benchmarking with Pay Governance; continued monitoring of total director pay relative to median peers is warranted .
- Conflicts: No related-party transactions requiring disclosure for C/HC Committee members; FY2025 reported no interlocks; over-boarding limits and prior disclosure requirements mitigate potential conflicts from external board service .