Daniel L. Johnson
FASTENALAbout Daniel L. Johnson
Independent director of Fastenal Company; age 61; director since 2016. Retired Chief Executive Officer of M.A. Mortenson Company (2017–2024) with prior roles as President (2015–2016) and COO (2008–2014). He brings deep executive leadership experience in commercial construction, a sector that historically represents a meaningful portion of Fastenal’s sales .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| M.A. Mortenson Company | Chief Executive Officer | Jan 2017 – Dec 2024 | Led a 7,000+ employee construction firm (> $6.0B revenues), providing sector insight relevant to Fastenal . |
| M.A. Mortenson Company | President | Jan 2015 – Dec 2016 | Executive leadership prior to CEO role . |
| M.A. Mortenson Company | Chief Operating Officer | 2008 – Dec 2014 | Operations leadership across North America . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| M.A. Mortenson Company | Director | Current | Family-owned commercial/energy/infrastructure construction firm . |
| Mortenson Construction Holdings, Inc. | Director | Current | Private company board role . |
| North Dakota State University College of Engineering | Board of Advisors | Current | Academic advisory role . |
| Hazeltine National Golf Club | Board member | Current | Non-profit/club governance role . |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member (not chair) .
- Independence: Board deems Johnson independent under Nasdaq; independent directors comprise nine of eleven directors; all committees composed exclusively of independent directors .
- Attendance: 100% attendance at general board meetings in 2024; 100% attendance at Compensation and Nominating & Corporate Governance committees in 2024 .
- Meeting cadence: 2024 meeting counts—Board: 4; Independent sessions: 2; Audit: 6; Compensation: 5; Nominating & Corporate Governance: 4 .
- Board structure: Independent chair; chair leads executive sessions of independent directors; roles of chair and CEO separated .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $100,000 | Non-employee director standard; paid quarterly. |
| Committee Chair Fee | $0 | Johnson is not a chair; chair fee is $20,000 for chairs. |
| Board Chair Premium | $0 | Applies only to board chair ($120,000). |
| Reimbursed Expenses | As incurred | Reasonable board/committee meeting expenses reimbursed. |
Performance Compensation
| Instrument | Grant-Date Fair Value | Grant Mechanics | Performance Metrics |
|---|---|---|---|
| Stock Options (Director Annual Grant) | $50,000 | Annual grant; number of options based on Black-Scholes value . | None for directors; grants are time-vested options, not tied to operating KPIs . |
- Non-employee directors may elect up to 100% of cash retainer in options; Johnson’s 2024 mix was $100,000 cash + $50,000 options (total $150,000), implying ~33% equity by grant value .
- Option plan details: grant value computed per ASC 718; option count derived from retainer divided by Black-Scholes per-share value; no discounted/reload options; repricing prohibited .
Other Directorships & Interlocks
| Company | Public/Private | Overlap Risk | Notes |
|---|---|---|---|
| M.A. Mortenson Company | Private | Low | Board considered ordinary-course transactions involving companies where directors serve; all on arm’s-length terms; directors not directly involved . |
| Mortenson Construction Holdings, Inc. | Private | Low | Same governance review context . |
| NDSU College of Engineering (Advisory) | Academic | N/A | Non-issuer advisory role . |
| Hazeltine National Golf Club | Non-profit | N/A | Non-issuer role . |
- Related party transactions: None required to be reported for 2024 .
- Policy: Audit Committee pre-approves/oversees related person transactions under formal policy (>$120,000 threshold exclusions, arms-length criteria) .
Expertise & Qualifications
- Executive leadership in commercial construction and infrastructure across North America; multi-decade operating experience at a major builder .
- Sector insight: Non-residential construction is a meaningful portion of Fastenal’s sales; Johnson’s background supports board effectiveness on customer verticals .
- Governance and committee experience: Active on Compensation and Nominating & Corporate Governance committees .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (Feb 1, 2025) | 24,522 shares; includes 10,595 in a revocable trust (shared voting/investment power), plus options to acquire 13,927 shares immediately exercisable; <1% of outstanding . |
| Director Options Outstanding (Dec 31, 2024) | 11,106 unexercised options under the Non-Employee Director plan . |
| Ownership Guidelines | Non-employee directors: 1.0x annual retainer at 5 years; 2.0x at 10 years; all directors are in compliance . |
| Hedging/Pledging | Directors are prohibited from hedging company stock; no pledge disclosures for Johnson . |
Governance Assessment
- Board effectiveness: Johnson’s sector expertise aligns with Fastenal’s customer base in non-residential construction, strengthening board oversight of sales strategy and industry cycles .
- Independence & engagement: Independent director with perfect attendance across board and committee meetings in 2024; roles on Compensation and Nominating & Corporate Governance support pay design and director refresh processes .
- Compensation alignment: Director pay is modest and balanced between cash retainer and long-dated stock options; no meeting fees; option grants promote longer-term alignment without KPI-linked risk for directors .
- Conflicts & related parties: No related person transactions reported for 2024; board independence determination included review of ordinary-course transactions with companies linked to directors, with arm’s-length terms and no director involvement—a mitigating factor for potential interlocks (e.g., Mortenson) .
- Risk indicators: Anti-hedging policy for directors; robust related party approval policy; high historical say-on-pay support (93% at 2024 meeting) indicates investor confidence in compensation governance, indirectly supportive of committee stewardship .
- Board governance hygiene: Independent chair leading executive sessions; all committees fully independent; ESG oversight and governance topics scheduled regularly .
RED FLAGS: None disclosed specific to Johnson—no related-party transactions, no attendance issues, no hedging/pledging disclosures for Johnson .