Stephen Bramlage
CASEYS GENERAL STORESAbout Stephen Bramlage
Stephen P. Bramlage, Jr. is Casey’s General Stores’ Chief Financial Officer, appointed in 2020 and aged 54 as of the latest proxy. Prior roles include EVP & CFO at Aramark (2015–2020) and SVP & CFO at Owens‑Illinois (2012–2015), giving him deep finance, M&A, procurement, IT, and risk management credentials that align with Casey’s growth and operational complexity . During his tenure, Casey’s delivered strong performance: FY24 EBITDA reached $1,059,398,000 and GAAP net income was $501,972,000; a $100 Casey’s investment was valued at $217 by FY24, and FY23–FY25 LTIP PSUs vested at 250% of target driven by ROIC and EBITDA outperformance and a 25% rTSR modifier, with TSR of 120% at the 94th percentile vs. S&P 500; FY25 AIP paid out at 109% of target on record EBITDA of ~$1.2B .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Aramark | Executive VP & CFO | 2015–2020 | Directed finance, M&A, procurement, IT, risk management and safety |
| Owens‑Illinois, Inc. | SVP & CFO | 2012–2015 | Senior finance leadership at global packaging company |
External Roles
- No current public company board positions disclosed in the latest proxy .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | $720,000 | $750,000 | $780,000 |
| Stock Awards ($) | $1,648,674 | $1,829,796 | $1,906,171 |
| Non‑Equity Incentive ($) | $961,200 | $1,177,500 | $850,200 |
| All Other Compensation ($) | $65,908 | $75,319 | $115,168 |
| Total ($) | $3,395,782 | $3,832,615 | $3,651,539 |
AIP target and metrics
| Year | AIP Target Payout ($) | Payout % of Target | Key Metrics |
|---|---|---|---|
| 2023 | n/a | 178% | 50% EBITDA; 25% same‑store inside sales; 25% fuel gross profit dollars |
| 2024 | $750,000 | 157% | 60% EBITDA; 40% same‑store inside sales |
| 2025 | $780,000 (derived: $850,200 ÷ 109%) | 109% | 60% EBITDA; 40% same‑store inside sales |
FY25 target derived from disclosed payout of $850,200 and payout ratio of 109%, implying a $780,000 target .
Perquisites detail (FY2023)
| Category | Amount ($) |
|---|---|
| 401K match | $18,203 |
| Life insurance | $0 |
| Perquisites (auto allowance, identity theft, executive physical, financial planning, supplemental disability) | $47,705 |
| Total | $65,908 |
Performance Compensation
LTIP structure and outcomes
| Element | Weighting | Metric | rTSR modifier | Vesting |
|---|---|---|---|---|
| PSUs | 75% of LTIP | 50% ROIC; 50% EBITDA | ±25% based on top/bottom quartile TSR vs S&P 500 | PSUs for FY2023–FY2025 awards vest in full on June 15, 2025–2027, respectively |
| RSUs | 25% of LTIP | Time‑based | n/a | Vest in 3 equal annual installments from grant date |
FY23–FY25 PSU payout (awards granted in FY2023, vested FY2025)
| Metric | Target Payout | Actual Payout | rTSR Modifier | Total Payout | Vesting date |
|---|---|---|---|---|---|
| ROIC PSUs | 100% | 200% | +25% | 250% | June 15, 2025 |
| EBITDA PSUs | 100% | 200% | +25% | 250% | June 15, 2025 |
PSU grant date maximum values (CFO)
| Year | Max PSU Grant Date Value ($) |
|---|---|
| 2023 | $2,472,907 |
| 2024 | $2,744,807 |
| 2025 | $2,859,420 |
AIP performance goals vs actual (FY2024)
| Metric | Threshold | Target | Maximum | FY24 Actual | Weighted payout |
|---|---|---|---|---|---|
| EBITDA | $796M | $937M | $1,078M | $1,059M | 112% |
| Same‑store inside sales growth (%) | 1% | 4% | 7% | 4.4% | 45% |
| Aggregate payout | — | — | — | — | 157% |
Option exercises and stock vested (FY2023)
| Metric | CFO |
|---|---|
| Options exercised (#) | 0 |
| Stock awards vested (#) | 3,441 |
| Value realized on vesting ($) | $695,721 |
Equity Ownership & Alignment
Beneficial ownership
| As of | Direct | 401K | Total | % of class |
|---|---|---|---|---|
| July 1, 2025 (shares outstanding: 37,180,985) | 26,754 | 369 | 27,123 | <1% |
Ownership guidelines compliance (Chief/SVPs required: 3x base salary)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Requirement ($) | $2,250,000 | $2,340,000 | $2,430,000 |
| Owned ($) | $5,346,350 | $11,235,375 | $15,435,157 |
| Status | Met | Met | Met |
Policies
- Hedging and pledging of Company stock are prohibited .
- No excise tax gross‑ups; “best net” approach under 280G; plans do not provide tax gross‑ups .
- Compensation recovery (clawback) policy aligned to SEC restatement standards .
Employment Terms
Employment agreement
| Term | Detail |
|---|---|
| Agreement date | May 12, 2020 |
| Role | CFO until terminated |
| Base salary minimum | At least $675,000 |
| AIP target opportunity | At least 75% of base salary |
| LTIP target grant value | At least 175% of base salary |
| Non‑compete / non‑solicit | 18 months post‑termination; forfeiture of equity and unpaid severance upon breach |
| Special one‑time equity award (on appointment) | Continues to vest for 24 months after involuntary termination not following a change‑of‑control (PSUs subject to performance) |
| Change‑of‑control provisions | Double‑trigger per policy; separate change‑of‑control agreement governs |
FY2025 termination benefits (as disclosed)
| Scenario | Severance Pay ($) | Value of LTIs ($) | AIP ($) | Health Care ($) | Disability ($) | Total ($) |
|---|---|---|---|---|---|---|
| Voluntary resignation | — | — | $850,200 | — | — | $850,200 |
| Retirement | — | — | $850,200 | — | — | $850,200 |
| Death | — | $6,919,421 | $850,200 | — | — | $7,769,621 |
| Disability | — | $6,919,421 | $850,200 | — | $4,071,957 | $11,841,578 |
| Involuntary for cause | — | — | $850,200 | — | — | $850,200 |
| Involuntary not for cause/Good reason | $1,170,000 | — | $850,200 | $31,823 | — | $2,052,023 |
| Change‑in‑control (not for cause/Good reason) | $3,260,400 | $9,209,242 | $850,200 | $42,430 | — | $13,362,272 |
| Change‑of‑control without termination | — | — | $850,200 | — | — | $850,200 |
Deferred compensation (FY2023)
| Metric | CFO |
|---|---|
| Executive contributions ($) | $23,919 |
| Aggregate earnings ($) | $279 |
| Aggregate balance at FY end ($) | $49,506 |
Equity Ownership & Alignment Considerations
- Beneficial ownership is modest (<1%), but Casey’s robust ownership policy requires 3x salary; CFO substantially exceeds requirements each year, strengthening alignment .
- Company prohibits hedging and pledging, reducing misalignment risks; no stock options have been awarded since 2011, minimizing option‑related repricing risk .
- Scheduled LTIP PSU vestings on June 15 across cycles and RSU annual vesting can create predictable taxable events that may result in Form 4 sales around vest dates; monitoring is warranted .
Compensation Structure Analysis
- Mix is predominantly at‑risk: PSUs/RSUs comprise 75%/25% of LTIP across 2023–2025; AIP uses multi‑metric design centered on EBITDA and inside sales growth, with payout ranges evidenced by 178% (FY23), 157% (FY24), and 109% (FY25) reflecting rigorous targets and lower FY25 payout vs. prior years .
- The LTIP’s ROIC and EBITDA metrics, with a ±25% rTSR modifier, delivered a 250% payout for FY23 grants based on 120% TSR at the 94th percentile, indicating strong pay‑for‑performance linkage .
- No tax gross‑ups, clawback in the event of restatement, and prohibition on hedging/pledging are shareholder‑friendly governance features .
Investment Implications
- Alignment: CFO exceeds ownership guidelines by a wide margin and is compensated predominantly via PSUs and RSUs tied to ROIC, EBITDA, and rTSR, which historically have paid out at high levels due to strong performance—supportive for long‑term value creation .
- Retention risk: Employment terms include 18‑month non‑compete and meaningful severance ($1.17M base + COBRA for standard involuntary termination; $3.26M under change‑in‑control), plus continued vesting of special one‑time equity post‑termination—reduces flight risk but increases change‑in‑control costs .
- Trading signals: Predictable RSU/PSU vesting timelines (June 15 cycles; annual RSU tranches) can lead to periodic insider transactions to cover taxes; monitor Form 4 activity around vest dates and AIP payout windows for selling pressure .
- Execution: Company’s FY24 EBITDA of $1.06B and FY25 record EBITDA (~$1.2B) coupled with top‑quartile TSR during FY23–FY25 underpin confidence in Bramlage’s financial stewardship; continued emphasis on EBITDA and inside sales in AIP sustains operational focus .
- Governance: High say‑on‑pay approval (97.0%–97.9% across 2022–2024) and conservative policies (no options since 2011, no pledging, clawback, no gross‑ups) reduce governance risk .