CASEYS GENERAL STORES INC

Our compensation program for the 2024 fiscal year had four primary components:

Overall Pay Mix for NEOs

A significant portion of each NEO’s compensation is performance-based and at-risk, with the only fixed compensation during the 2024 fiscal year being base salary (excluding benefits). The following illustrates the current mix of incentive-based/at-risk compensation, at target, compared to base salary, for the 2024 fiscal year for our CEO and the average of the other NEOs:

FY24 Target Direct Comp. Mix (CEO) –88% at-risk:

FY24 Target Direct Comp. Mix (average of other NEOs) –76% at-risk:

While the Company does not have a prescribed pay mix that it attempts to achieve for each NEO, the Committee believes that the current mix, which is derived from our compensation philosophy and market data, appropriately balances short-term and long-term business goals and aligns the interests of our NEOs with our shareholders.

Base Salary

The Company provides competitive base salaries to the NEOs, which provides a fixed level of annual compensation commensurate with their roles and responsibilities. Base salaries are reviewed by the Committee, and as applicable the Board, on an annual basis, typically in June or in conjunction with the hiring of an executive officer. While not guaranteed, NEOs are generally eligible for an annual adjustment depending on individual and Company performance and market competitiveness.

Consistent with the executive compensation process discussed above, the following base salaries were provided to the NEOs for the 2024 fiscal year (annualized in the event a NEO was not employed for the entire fiscal year):

The base salary for Mr. Rebelez, which was approximately 106% of the market median, and the base salary of the other NEOs, on average, was approximately at the market median, each generally consistent with the Committee’s compensation philosophy.

Annual Incentive Compensation Program

The NEOs participate in the AIP, which is at-risk performance-based pay that delivers annual cash incentives when key financial/operating goals are met or exceeded. As part of its annual review of the AIP, the Committee modified AIP operating goals to two metrics, EBITDA and inside same-store sales. For reference, the 2023 fiscal year included a third metric, fuel gross profit dollars, which was removed in order to simplify the AIP, to avoid the double-counting of fuel gross profit which are already reflected in EBITDA, and to lessen the inherent volatility in fuel profits. Therefore, the AIP metrics for the 2024 fiscal year are as follows:

The payout at target for each NEO, which was based in-part on market and survey data reviewed by the Committee, consists of an overall payout range from 0% to 200% of target depending on performance. Below the threshold level, there is no payout. Achievement of threshold levels results in payouts of 25% of target, and achievement of maximum levels results in payouts of 200% of target:

The target total cash for Mr. Rebelez was approximately 102% of the market median, and the average target payout of the other NEOs approximated 97% of the market median, each generally consistent with the Committee’s compensation philosophy.

Annual Incentive Metrics

The following is a detailed description of the AIP metrics for the 2024 fiscal year:

Annual Incentive Goal Setting

Each fiscal year, our CEO, CFO and other members of the management team prepare comprehensive strategic business goals and objectives in the form of an annual operating/financial plan (the “Operating Plan”), which is designed to ensure that short-term objectives are met or exceeded in a manner consistent with long-term shareholder value creation and our long-term strategic plan. The Committee, and ultimately the Board, reviews and approves the Operating Plan, typically in June of each year, and its pro forma results become the target performance levels for each AIP metric. The Committee then sets threshold and maximum performance goals, with the intent of providing reasonable upside opportunity and downside risk.

The chart below summarizes the 2024 AIP performance goals that were established, which consisted of meaningful increases at target over the prior year’s goals (i.e., EBITDA, a 9.6% increased target goal), which the Committee believed were fair, yet challenging (with EBITDA again representing record Company performance and steady same-store growth from the prior year), to the NEOs and fair to the Company’s shareholders:

The Board, in approving the Operating Plan, and the Committee, in setting these goals, considered a number of factors, including the Company’s record financial results from the prior fiscal year, the lingering uncertainty and volatility created in the fuel markets by the conflict in Ukraine and other geopolitical uncertainty, inflation, rising interest rates and their effect on the overall economy and consumer spending as a whole, and the other detailed information as presented in the Operating Plan, which included forecasts and best-estimates at the time related to the general economic outlook, consumer trends, guest mobility, macroeconomic factors and other related information.

Annual Incentive Payout Levels

As noted above, the potential payout under the AIP is represented as a percentage of base salary. The potential payout at target for the 2024 AIP for each NEO was as follows:

The target is then applied against each of the following individual percentages, which correspond to the achievement of the 2024 AIP performance goals, set forth above. The following table reflects the weighting of each performance metric:

2024 Fiscal Year AIP Results

As highlighted above, the Company achieved record financial performance during its 2024 fiscal year, including record EBITDA exceeding $1 billion for the first time in the Company’s history (up 11.2% for the year) and a same-store inside sales increase of 4.4%, each notable achievements considering the Company’s record performance the prior three years and the other significant factors mentioned above that were considered when setting the 2024 AIP performance goals. As a result, the NEOs achieved an AIP payout equal to 157% of their respective target

The chart below summarizes the 2024 AIP performance goals compared to the actual results in each respective category and the corresponding payout as a percentage of the target base salary:

As such, the aggregate payout under the 2024 AIP for each NEO is equal to 157% of their respective target payout, resulting in the following payments:

Five-Year AIP Payout History (as a percentage of target)

The AIP, over the past five fiscal years, has resulted in the following payments to the respective NEOs as a percentage of their target for that particular fiscal year, resulting in a five-year average payout of 167.2% of target: 2020 (113%), 2021 (200%), 2022 (188%), 2023 (178%) and 2024 (157%).

Long-Term Incentive Compensation Program

A significant portion of NEO compensation is delivered through equity awards, in the form of restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”), granted annually under the Company’s long-term incentive compensation program (the “LTIP”). The Committee did not make any changes to the structure or the metrics included in the LTIP for the 2024 fiscal year, and believes this consistency is an important factor in motivating the NEOs to deliver long-term financial performance under the LTIP’s key financial and operational metrics.

Long-Term Incentive Structure

For the 2024 fiscal year, and which has been the Company’s recent practice, 75% of the LTIP was granted in the form of PSUs, with half subject to performance goals based on EBITDA and half subject to performance goals based on return on invested capital (“ROIC”), and 25% of the LTIP was granted in the form of time-based RSUs.

The PSUs result in zero payout if the Company does not achieve its threshold EBITDA and ROIC performance goals over the three-year performance period (i.e., 2024-2026 fiscal years) (the “Performance Period”) and 200% payout if the Company achieves applicable performance goals at maximum levels.

Following the determination of EBITDA and ROIC goals for the Performance Period, the PSUs actually awarded will be subject to a positive or negative adjustment based upon a comparison of the Company’s TSR relative to the TSR Peer Group (i.e., S&P 500). If

the Company ranks in the bottom quartile of the group, the number of PSUs actually awarded will be reduced by 25%, and if the Company ranks in the top quartile of the group, the number of PSUs actually awarded will be increased by 25% (which, based on maximum performance goals achieved, could result in a payment of up to 250% of target for PSUs) (the “TSR Modifier”).

The combination of PSUs and RSUs serves the Company’s long-term objectives because PSUs reward NEOs for meeting key financial goals that are important to the long-term performance of the Company, and RSUs support talent attraction and retention and balances the inherent challenges associated with PSUs, as non-controllable and highly variable external factors may affect the achievement of the Company’s performance metrics. The target, threshold and maximum performance levels are set to present our NEOs with reasonable upside and downside reward opportunities which align with typical market practices.

The value of the LTIP awards at target for each NEO, which was based in-part on market and survey data reviewed by the Committee, is set forth in the table below:

*Mr. Rebelez’s 2024 fiscal year LTIP target was set as a dollar amount, as opposed to a percentage of salary.

The increase to the target LTIP award for Mr. Rebelez (from $6,125,000), Mr. Bramlage (from 225%) and Mr. Frazell (from 150%) from the 2023 fiscal year reflected the Committee’s desire to move the elements of their compensation to a higher mix of long-term, at-risk performance-based compensation and to be more in-line with its general compensation philosophy of setting target total direct compensation at, or within a reasonable range of, the market median, as well as reflecting their experience in role. As a result, Mr. Rebelez’s target LTIP award value for the 2024 fiscal year was approximately 108% of the market median, with his target total direct compensation at 106% of the market median. Mr. Bramlage and Mr. Frazell’s LTIP target award values brought their total target direct compensation to 103% and 100% of the market median, respectively, with total target direct compensation averaging 106% of market median.

Long-Term Incentive Performance Metrics

Long-Term Incentive Goal Setting

As with the AIP, the performance goals under the LTIP are derived from the Operating Plan (see above under the section entitled “Compensation Program Elements–Annual Incentive Goal Setting”), in combination with the objectives of the Company’s long-term strategic plan at that time and are approved by the Committee. As noted above, this review and approval occurred during June of the 2024 fiscal year.

2024 Fiscal Year LTIP Awards

The target value of the LTIP award for each NEO is represented as a percentage of base salary (or for Mr. Rebelez, a dollar amount), resulting in the following number of units awarded, at target:

Payout of 2022-2024 Fiscal Year PSU Awards (Granted in FY22)

On April 30, 2024, the Company completed the three-year performance period for the performance-based awards granted for the 2022 fiscal year (granted in June 2021), which LTIP awards consisted of PSUs subject to EBITDA metrics and PSUs subject to ROIC metrics, representing 37.5% and 37.5%, respectively, of the total value of all such awards (with the other 25% of the LTIP as time-based awards).

In June 2024, the Committee evaluated performance against the goals and certified the performance and corresponding payout levels to the NEOs as follows, which awards vested on June 15, 2024:

The Company’s Relative TSR for the applicable performance period was at the 73.8th percentile of the TSR Peer Group (actual TSR for the period was 45.0%), and as such, was not in the bottom or top quartile of the group, resulting in no modification to the number of PSUs that vested under any of the applicable awards.

Other Provisions for Equity Awards

Retirement: The equity award agreements contain retirement provisions which provide for a “rule of 65” (55 years of age + 10 full years of service) and “rule of 75” (age + full years of service), whereby if either rule is satisfied, a participant who separates by reason of normal retirement will retain all of his or her unvested RSUs and PSUs, which will vest as originally scheduled, subject to the achievement of applicable performance goals in the case of PSUs. As of April 30, 2024, none of the NEOs had satisfied the retirement conditions. The Committee presently intends to continue this practice and believes it rewards long-term, successful service to the Company while encouraging natural turnover at appropriate times.

“Double-Trigger” Change of Control: As set forth in the 2018 Stock Incentive Plan (the “2018 Plan”) and applicable equity award agreements, vesting of equity awards will not accelerate upon a change of control unless (i) the awards are not assumed by the acquirer or (ii) a participant is terminated without cause or resigns for good reason (each, as defined in the 2018 Plan) within 24 months following the change of control. As such, and as noted in the proxy statement in several places, the Company does not have any “single-trigger” change of control provisions in any of its outstanding equity award agreements.

Benefits and Perquisites

We provide our NEOs’ with modest benefits and perquisites that the Committee believes are important components of each NEOs’ compensation and benefits package (for additional details for the applicable NEOs, see Footnote 5 to the Summary Compensation Table):