01—Abstract
Summary
Summary of the 8-K filed November 3, 2025. Cited figures are marked; the original filing is the authoritative source.
Fastenal Company (Nasdaq: FAST) disclosed in an 8-K filed November 3, 2025 that it has appointed Max H.
Tunnicliff as Chief Financial Officer and Senior Executive Vice President, effective November 10, 2025. Tunnicliff, 47, most recently served as CFO of Beko Europe (since January 2024) and previously held senior finance roles at Whirlpool, including head of internal audit, VP of strategy, and CFO of the Asia Pacific region, after seven years at Deloitte in audit and advisory. The Board's October 30, 2025 decision also ends Sheryl A.
Lisowski's interim CFO role (held since April 17, 2025). She will remain Executive Vice President, Chief Accounting Officer, and Treasurer, and her compensation is unchanged through year-end 2025. The filing's compensation terms are modest in structure and tied to performance.
Tunnicliff receives a $430,000a annual base salary, pro-rated for 2025, and a $225,000 signing bonus in Q4 2025. His Q4 2025 bonus pays only for pre-tax income and net income growth above 100% of prior-year Q4 levels, with weightings of 0.50% and 0.35%, plus eligibility for a quarterly return-on-asset supplemental bonus. He receives no sign-on stock options; instead, he will be considered for 2026 option grants with an expected value of roughly $1.2 million, on the same schedule as other eligible employees.
For investors, the change is a routine but meaningful leadership transition rather than a signal of operational stress in the filing itself. It gives Fastenal a permanent CFO with global multinational finance experience, while the continuity of Lisowski as CAO and Treasurer limits execution risk. The Regulation FD press release is furnished rather than filed, and the filing does not disclose any related-party transactions or family relationships.
02—Key points
Key Highlights
- Max H. Tunnicliff, 47, appointed CFO and Senior Executive Vice President, effective November 10, 2025, with the Board action taken October 30, 2025.
- Tunnicliff's background includes CFO of Beko Europe (since January 2024), senior finance roles at Whirlpool (including CFO of Asia Pacific), and seven years at Deloitte.
- Sheryl A. Lisowski's interim CFO appointment (held since April 17, 2025) ends November 10, 2025; she continues as EVP, Chief Accounting Officer, and Treasurer with unchanged 2025 compensation.
- Base salary is $430,000 annually, with a $225,000 signing bonus paid in Q4 2025 and pro-rated 2025 compensation.
- Q4 2025 performance bonus is tied to pre-tax income (0.50% weighting) and net income (0.35% weighting) exceeding 100% of prior-year Q4 levels, plus eligibility for a quarterly return-on-asset supplemental bonus.
- No sign-on stock options; Tunnicliff will be considered for 2026 option grants with an expected value of about $1.2 million, at the same exercise price as other employees.
- Filing is routine in nature: no related-party transactions, family relationships, or undisclosed arrangements are reported, and the press release is furnished under Item 7.01 rather than filed.
03—Questions
Frequently Asked Questions
Who is the new CFO of Fastenal and when does the appointment take effect?
Max H. Tunnicliff, 47, was appointed Chief Financial Officer and Senior Executive Vice President by the Board on October 30, 2025, effective November 10, 2025. He will become the principal financial officer on that date.
What is Sheryl Lisowski's role after the change?
Sheryl A. Lisowski ends her role as Interim CFO effective November 10, 2025, and remains Executive Vice President, Chief Accounting Officer, and Treasurer. She will remain the principal accounting officer, and her compensation is unchanged through the end of 2025.
How is Tunnicliff's compensation structured?
He receives a $430,000 base salary and a $225,000 signing bonus in Q4 2025, both pro-rated for partial-year service in 2025. His Q4 2025 bonus pays only if pre-tax and net income exceed 100% of prior-year Q4 levels, and he is eligible for a quarterly return-on-asset supplemental bonus. He will be considered for 2026 stock options with an expected value of about $1.2 million, but receives no options at appointment.
What experience does Tunnicliff bring to Fastenal?
He was CFO of Beko Europe from January 2024, head of internal audit and VP of strategy at Whirlpool (2021–2023), and CFO of Whirlpool's Asia Pacific region (2019–2021). He also led financial reporting, category profitability, supply chain finance, and commercial planning teams at Whirlpool and spent seven years at Deloitte in audit and advisory.
Does this announcement reveal any concerns about Fastenal's financial condition?
The filing does not cite any financial problems or change in guidance. It describes an executive appointment and a title change for the interim CFO, and the press release frames the hire as strengthening Fastenal's financial foundation for future growth.
04—Continue