Brady D. Ericson
FASTENALAbout Brady D. Ericson
Independent director at Fastenal (FAST), age 53, appointed effective January 16, 2025. Currently President and Chief Executive Officer of PHINIA Inc. (since July 2023), with prior senior leadership roles at BorgWarner across strategy, emissions systems, division GM roles, and operations in North America, Europe, and Asia. Areas of strength include strategic planning, spin-offs, acquisitions/divestitures, and deep knowledge of the global transportation industry. Independence affirmed by the board under Nasdaq listing standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PHINIA Inc. | President & CEO | Jul 2023–present | Leads global provider of components across commercial/industrial/auto; ~13,000 employees; >$3.5B revenue |
| BorgWarner | President & GM, Fuel Systems & Aftermarket (spun out to PHINIA) | Mar 2022–Jul 2023 | Led segment preceding PHINIA spin-off; strategic and operational leadership |
| BorgWarner | President & GM, Morse Systems | Jun 2019–Mar 2022 | Segment leadership |
| BorgWarner | Chief Strategy Officer; President (Emissions Systems & BERU Systems); VP/GM, Operations/Manufacturing Strategy/Engineering/Sales | 1998–2019 | Progressive leadership across regions; M&A, strategy, operations in NA/EU/Asia |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PHINIA Inc. | President & CEO | Jul 2023–present | Public company; global transportation components provider |
Board Governance
- Committee assignment: Audit Committee member (not chair). Audit Committee held 6 meetings in 2024. Audit Committee comprises independent directors; designated financial experts are Michael J. Ancius, Hsenghung Sam Hsu, and Sarah N. Nielsen (Ericson is not designated a financial expert).
- Board independence: The board determined Ericson has no relationships interfering with independent judgment (Nasdaq standard).
- Board leadership: Chair and CEO roles are separated; independent chair (Scott A. Satterlee). In 2024: Board 4 meetings; independent director sessions led by chair.
- Attendance: Each incumbent director attended ≥75% of board/committee meetings in 2024; Ericson joined in 2025 (no 2024 attendance reported).
- Other boards policy: Directors must notify the chair before joining another public board; serving on >2 public boards (including FAST) requires prior board approval.
- Related-party oversight: Formal Related Person Transaction Approval Policy; Audit Committee pre-approves/ratifies; no related person transactions required to be reported in 2024.
Fixed Compensation
| Component | Amount | Cadence/Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $100,000 | Quarterly payments; directors may elect up to 100% of retainer in stock options under Non-Employee Director Stock Option Plan |
| Board chair cash retainer | $120,000 | Quarterly payments |
| Committee chair retainer | $20,000 | Lump sum at beginning of year |
| Annual stock option grant (non-employee director) | $50,000 grant-date fair value | Granted at beginning of year; chair receives $80,000 |
| 2025 structure vs 2024 | Unchanged | 2025 director compensation unchanged from 2024 (except Lundquist’s partial retainer due to retirement) |
- Expense reimbursement: Non-employee directors reimbursed for reasonable expenses of board/committee service.
Performance Compensation
- Director compensation is not performance-based; no target/actual bonus metrics or meeting fees disclosed for directors. Equity awards are time-vested stock options; no RSUs/PSUs for directors disclosed.
Other Directorships & Interlocks
- No other public company directorships disclosed for Ericson beyond his executive role at PHINIA.
- Interlocks: None disclosed; Compensation Committee reported no interlocks/insider participation issues in 2024.
Expertise & Qualifications
- Strategic planning; spin-offs; acquisitions/divestitures; operations and business leadership; extensive global transportation industry knowledge across NA/EU/Asia.
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Notes |
|---|---|---|---|
| Brady D. Ericson | 0 | <1% | As of Feb 1, 2025; no Fastenal options listed for Ericson in 12/31/2024 director option table (he joined 2025) |
- Stock ownership guidelines (directors): Must achieve equity ownership equal to 1.0x annual board retainer within 5 years and 2.0x within 10 years; committee may grant waivers/extensions; statement indicates all directors and Section 16 officers are currently in compliance (compliance includes time-based ramp).
- Hedging/pledging: Directors and Section 16 officers prohibited from hedging Fastenal stock. No pledging disclosed.
Governance Assessment
- Independence and structure: Independent director with no conflicting relationships per board review; separation of chair/CEO and independent chair strengthen oversight—positive for investor confidence.
- Financial oversight: Audit Committee fully independent; multiple designated financial experts; Ericson serves as a member, adding operating perspective—solid risk oversight.
- Related-party/conflict controls: Formal policy with Audit Committee oversight; no related person transactions reported in 2024—low conflict risk.
- Ownership alignment: As a new director, Ericson had zero beneficial ownership as of Feb 1, 2025; guidelines require ramp to 1x/2x retainer over 5/10 years. Monitor early progress toward guideline compliance.
- Director pay design: Simple, cash retainer plus time-vested stock options; option election flexibility aligns with long-term value but lacks performance metrics—neutral; structure unchanged in 2025.
- Compensation governance: Compensation Committee all independent, uses peer benchmarking; no outside compensation consultants; no interlocks—reduces pay inflation/conflict risk.
- Clawback policy: Board adopted compensation forfeiture/recovery policy consistent with Nasdaq/Exchange Act Section 10D; no restatements or clawbacks in last fiscal year—sound policy coverage.
- Additional signals: Anti-hedging policy; full board and committee participation ≥75% in 2024; ESG oversight embedded in governance—positive tone.
RED FLAGS: None material disclosed; watch ownership ramp-up (starting at zero) per guidelines and any potential ordinary-course transactions with companies where Ericson serves (board determined such transactions, if any, are ordinary-course at arm’s length and did not involve directors directly).
Appendix: Committee Assignment Snapshot (2024 context)
| Committee | Composition | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Independent directors; includes Ancius, Hsu, Nielsen, Quarshie; Ericson a member in 2025 | Michael J. Ancius | 6 |
| Compensation | Independent directors | Rita J. Heise | 5 |
| Nominating & Corporate Governance | Independent directors | Stephen L. Eastman | 4 |
Notes: Ericson appointed Jan 16, 2025; table reflects 2024 meeting counts and current composition principles; all committees exclusively independent.