Hsenghung Sam Hsu
FASTENALAbout Hsenghung Sam Hsu
Hsenghung “Sam” Hsu, age 55, has served as an independent director of Fastenal since 2020. He retired in January 2025 as Executive Vice President of Strategic Planning at Ecolab Inc., after multiple leadership roles since 1996; earlier he worked at Merrill Lynch Asset Management and Taiwan’s Ministry of Health. He is designated an “audit committee financial expert” by Fastenal’s board and has maintained 100% attendance at board and committee meetings in 2023 and 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ecolab Inc. | EVP, Strategic Planning | 2016–Jan 2025 | Led corporate strategy and business initiatives; ESG thought leadership |
| Ecolab Inc. | EVP/SVP, Global Services Business Sector | 2012–2016 | Global services leadership |
| Ecolab Inc. | Various roles | 1996–2012 | Finance, treasury, capital markets, B2B sales/marketing, M&A, digital transformation |
| Merrill Lynch Asset Management | Employee | Not disclosed | Finance experience |
| Ministry of Health, Taiwan | Employee | Not disclosed | Public-sector health administration |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Children’s Theatre Company (Minneapolis) | Chair of the Board | Not disclosed | Non-profit governance leadership |
| American Composers Forum | Director | Not disclosed | Non-profit board service |
| American Chamber of Commerce in Shanghai | Chair, Food/Agriculture/Beverage Committee | Not disclosed | Industry committee leadership |
| Chinese Institute of Food Science and Technology | Director | Not disclosed | Industry association governance |
| China Health Inspection Association | Executive Director of the Board | Not disclosed | Health governance role |
Board Governance
- Committees: Audit Committee member; Nominating and Corporate Governance Committee member; not on Compensation Committee.
- Audit Committee financial expert designation (SEC rules): Hsu is one of the board’s designated experts.
- Independence: Board determined Hsu has no relationships impairing independent judgment; ordinary-course transactions with companies connected to directors occurred at arm’s-length; directors were not directly involved.
- Attendance: 100% attendance at board, audit, and nominating committee meetings in 2023 and 2024.
- 2024 meeting counts: Board 4; Audit 6; Compensation 5; Nominating 4.
Fixed Compensation
- Director compensation structure (2024): Non‑employee directors annual cash retainer $100,000; board chair $120,000; committee chair cash retainer $20,000; non‑employee director annual stock option grant $50,000; board chair option grant $80,000; directors may elect up to 100% of cash retainer in stock options.
- Hsu’s 2024 pay mix (director capacity):
- Fees earned/paid in cash: $80,000 (portion of retainer taken in options)
- Option awards (grant-date fair value, ASC 718): $70,000
- Stock awards (RSUs/PSUs): — (none disclosed)
- Meeting fees: — (not used)
- Committee chair fees: — (not a chair)
- Total: $150,000
| Component | 2024 Amount (USD) |
|---|---|
| Cash Fees | $80,000 |
| Option Awards (ASC 718 FV) | $70,000 |
| Stock Awards (RSUs/PSUs) | — |
| Committee Chair Fees | — |
| Total | $150,000 |
Performance Compensation
- Non‑equity incentive plan compensation for directors: — (not applicable).
- Performance metrics tied to director compensation: None disclosed; director equity is via non‑employee director stock options; number of option shares determined using Black‑Scholes value at grant.
| Metric | Description |
|---|---|
| Performance-based incentives | Not applicable for non‑employee directors |
| Option share determination | Retainer portion elected ÷ Black‑Scholes per-share value; rounded down |
Other Directorships & Interlocks
- Current public company boards (other than Fastenal): None disclosed.
- Committee interlocks: Compensation Committee members are independent; no interlocks or insider participation with other entities in 2024.
- Board service limits: Directors must notify the chair before joining another public company board; more than two public company boards requires prior board approval.
Expertise & Qualifications
- Skills: Global business management, strategic planning, corporate governance, finance and capital markets, B2B sales/marketing, M&A, digital transformation, team development, ESG leadership.
- Financial expertise: Designated audit committee financial expert.
- Industry experience: Extensive at Ecolab (water, hygiene, infection prevention solutions).
Equity Ownership
- Beneficial ownership (as of Feb 1, 2025): 46,242 shares; includes stock options to acquire 42,242 shares immediately exercisable; less than 1% of outstanding shares. Outstanding shares: 573,434,554.
- Stock options outstanding (non‑employee director plan, unexercised as of Dec 31, 2024): 37,163.
- Stock ownership guidelines: Non‑employee director must hold shares equal to 1.0x annual board retainer within 5 years and 2.0x within 10 years; all directors are currently in compliance; hedging by directors and Section 16 officers is prohibited.
| Ownership Item | Amount |
|---|---|
| Beneficially Owned Shares | 46,242 |
| Immediately Exercisable Options Included | 42,242 |
| Unexercised Options Outstanding (Plan) | 37,163 |
| % of Shares Outstanding | <1% |
| Shares Outstanding (Denominator) | 573,434,554 |
Note: Proxy disclosures list 42,242 immediately exercisable options in beneficial ownership and 37,163 unexercised options outstanding under the director plan as of Dec 31, 2024. These figures reflect different reporting contexts within the proxy.
Governance Assessment
- Board effectiveness: Hsu’s audit expertise (SEC-designated), full attendance, and dual committee service (Audit; Nominating & Governance) support board oversight quality, especially on financial reporting, risk (including cybersecurity/data protection), and governance processes.
- Alignment & incentives: The director pay mix allows elective conversion of cash retainer into options (Hsu elected a portion in 2024), signaling alignment via equity exposure; no RSUs/PSUs or meeting fees disclosed; stock ownership guidelines and hedging prohibitions further strengthen alignment.
- Independence & conflicts: Board affirmed Hsu’s independence; related‑party transactions were ordinary‑course and arm’s‑length, with no direct director involvement; no compensation committee interlocks or insider participation in 2024.
- Audit oversight signal: The audit committee (including Hsu) manages auditor appointment; in 2025, PwC LLP was appointed as independent auditor, with considerations of independence, capabilities, efficiency, technology, and tenure vs. fresh perspective—indicative of active oversight.
- RED FLAGS: None disclosed regarding low attendance, related‑party transactions, hedging/pledging, tax gross‑ups, or option repricing. Minor inconsistency exists between option counts in different proxy sections (contextual reporting), but no adverse governance implication is indicated.