Sri Donthi
CASEYS GENERAL STORESAbout Sri Donthi
Independent director of Casey’s General Stores, Inc. since 2022; age 58. Currently Chief Information Officer at Ralph Lauren Corporation (2025–present) after serving as EVP & CTO at Advance Auto Parts (2018–2025), with prior senior IT leadership roles at PepsiCo (2004–2018) and Motorola (1994–2004). Core credentials include technology strategy, cybersecurity oversight, digital/e-commerce, and corporate strategy; independence affirmed under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advance Auto Parts, Inc. | EVP & Chief Technology Officer | 2018–2025 | Led IT organization, platforms, strategic initiatives |
| PepsiCo, Inc. | SVP/CIO – Frito-Lay; SVP/CIO – AMENA; Global e-Commerce; Corporate Functions/Global Groups & Tech Services; CIO – PepsiCo Int’l Transformation; Global CTO; VP Global Infrastructure | 2004–2018 (various) | Digitized core operations at Frito-Lay; led regional/global IT services |
| Motorola | IT management/leadership positions | 1994–2004 | Infrastructure and operational IT leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ralph Lauren Corporation | Chief Information Officer | 2025–present | Oversees overall technology strategy & transformation |
Board Governance
- Committee assignments: Audit Committee member; committee is 100% independent; chair is Cara K. Heiden; ACFE-designated members include Heiden, Castañón Moats, and Spanos. Audit charter includes oversight of financial reporting, internal controls, cybersecurity, and food safety programs .
- Independence: Board determined all directors other than CEO are independent; all committee members are independent .
- Attendance: Board held five meetings in FY2025; each director attended 100% of Board and applicable committee meetings; all directors attended the prior annual meeting .
- Executive sessions: Board held four executive sessions in FY2025; minimum two required by guidelines; led by Lead Independent Director .
- Over-boarding limits: Directors may not serve on more than two other public company boards; outside service must be disclosed and acceptable to Board .
Fixed Compensation
| Component | FY2025 Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 112,500 | Quarterly cash retainer and committee retainers; retainer increased to $25,000 per quarter as of Sept 2024 |
| All Other Compensation | 95 | Life insurance premium |
Director fee schedule effective as of the 2024 Annual Meeting:
| Retainer Type | Chair ($) | Member ($) |
|---|---|---|
| Annual Cash Retainer | 100,000 | — |
| Audit Committee | 32,500 | 15,000 |
| Compensation & Human Capital Committee | 25,000 | 10,000 |
| Nominating & Corporate Governance Committee | 20,000 | 8,000 |
| Lead Independent Director | 40,000 | — |
Other director benefits: reimbursement for travel; group life insurance coverage up to $50,000; up to $10,000 per year for governance education .
Performance Compensation
| Grant Type | Grant Date Convention | Units Granted | Grant Date Fair Value ($) | Vesting | Dividend Equivalents |
|---|---|---|---|---|---|
| Time-based RSUs (annual director equity retainer) | Granted at annual shareholders’ meeting; units based on 20-day average closing price | 442 | 162,691 | Cliff-vest at 2025 Annual Meeting (subject to continued service) | Accrue and paid in cash only if vesting conditions met |
Notes:
- Annual equity retainer increased from $130,000 to $165,000 effective as of the 2024 Annual Meeting; grant-date values reported reflect accounting valuation at grant .
- No performance-based metrics apply to director equity awards; they are service-based RSUs with minimum vesting per plan governance .
Other Directorships & Interlocks
| Company | Public Board Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships; reduces interlock/conflict risk |
Expertise & Qualifications
- Senior business operations leadership; consumer products/retail domain; digital marketing & e-commerce; IT and security; corporate strategy .
- Audit Committee participation aligns with cybersecurity oversight needs for convenience retail (payments, data, food safety) .
Equity Ownership
| Holder | Direct Ownership (Shares) | RSUs Vesting Within 60 Days (Shares) | 401K Shares | Total Beneficial Ownership | Percent of Class |
|---|---|---|---|---|---|
| Sri Donthi | 1,253 | — | — | 1,253 | * (less than 1%) |
Ownership policy and trading restrictions:
- Director stock ownership guideline: at least 5x annual cash retainer within five years of joining the Board; retainer $100,000 as of Sept 2024 → $500,000 requirement for directors (excluding committee retainers). Restricted stock, unvested service-based RSUs, and vested 401K Plan shares count; PSUs and options do not .
- Hedging/pledging prohibited for directors, officers, and insiders (including family in household); short-term/speculative transactions also prohibited .
- Related-party transactions: Audit Committee policy requires disclosure/approval; no related-party transactions reviewed or approved in FY2025 .
Governance Assessment
- Board effectiveness: 100% attendance; robust use of executive sessions; independent Audit Committee with explicit oversight of cybersecurity and food safety—positive signals for control environment and risk oversight .
- Alignment: Balanced director pay mix with increased equity retainer to $165,000 and time-based RSUs that vest at next annual meeting; presence of strict ownership guidelines and anti-hedging/pledging policies—supports alignment and discourages short-termism .
- Conflicts: No other public company boards; outside CIO role at Ralph Lauren has low direct commercial overlap with Casey’s core operations; over-boarding limits in place; no related-party transactions in FY2025—low conflict risk .
- Compensation risk controls: Clawback policy, equity award timing protocols, no tax gross-ups under stock plans; plan prohibits option repricing without shareholder approval—shareholder-friendly provisions .
RED FLAGS
- None identified in FY2025 for Donthi: no attendance issues, no pledging/hedging, no related-party transactions, no over-boarding breaches .