8-KLeadership ChangesRegulation FDExhibits & Filings

FASTENAL CO 8-K Report, Executive Changes (Nov 3, 2025)

Filed November 3, 2025For Securities:FAST

Summary

Fastenal Company (FAST) has announced a significant change in its executive leadership with the appointment of Max H. Tunnicliff as the new Chief Financial Officer (CFO) and Senior Executive Vice President, effective November 10, 2025. Mr. Tunnicliff brings extensive financial experience from his previous roles at Beko Europe and Whirlpool Corporation, where he held various senior finance positions, including CFO of Beko Europe and leadership roles in strategy, internal audit, and regional finance at Whirlpool. This appointment marks a transition for Sheryl A. Lisowski, who will step down as Interim CFO but will continue in her roles as Executive Vice President, Chief Accounting Officer, and Treasurer. The compensation package for Mr. Tunnicliff includes a base salary of $430,000, a pro-rated fourth-quarter bonus tied to exceeding prior-year pre-tax and net income, and eligibility for a supplemental bonus based on asset management performance. He will also receive a $225,000 signing bonus. While no stock options are granted upon appointment, he will be considered for awards in 2026, with an expected value of approximately $1.2 million, subject to vesting requirements. Investors should note the emphasis on performance-based bonuses and future equity incentives in his compensation structure.

Key Highlights

  • 1Max H. Tunnicliff appointed as new Chief Financial Officer (CFO) and Senior Executive Vice President, effective November 10, 2025.
  • 2Mr. Tunnicliff brings substantial experience from Beko Europe (CFO) and Whirlpool Corporation (various senior finance roles).
  • 3Sheryl A. Lisowski transitions from Interim CFO to continue as Executive Vice President, Chief Accounting Officer, and Treasurer.
  • 4Mr. Tunnicliff's compensation includes a $430,000 base salary, performance-based bonuses (Q4 2025 and ROA plan), and a $225,000 signing bonus.
  • 5No stock options granted at appointment; eligibility for approximately $1.2 million in stock options in 2026, subject to vesting.
  • 6The company issued a press release on November 3, 2025, to disclose these executive changes.

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