Max H. Tunnicliff
FASTENALAbout Max H. Tunnicliff
Fastenal appointed Max H. Tunnicliff (age 47) as Chief Financial Officer and Senior Executive Vice President effective November 10, 2025; he brings prior CFO, internal audit, and strategy leadership experience from Beko Europe and Whirlpool, plus seven years at Deloitte in audit/advisory . As context for incentive alignment, Fastenal’s FY2024 net sales grew 2.7% year over year while pre-tax income declined 0.9% and net income declined 0.4% . A $100 investment in Fastenal at 12/31/2019 was worth $222 at FY2024 vs $247 for the peer index, indicating solid multi-year TSR performance though trailing the peer benchmark . In Q3 2025 (pre-appointment), Fastenal’s operating margin rose to 20.7% from 20.3% and net income grew 12.6% year over year, providing constructive near-term profitability trends into his tenure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Beko Europe | Chief Financial Officer | 2024–2025 | Led finance at a newly formed European home appliance JV, bringing cross-border integration and financial leadership experience . |
| Whirlpool Corporation | Head of Internal Audit; VP of Strategy | 2021–2023 | Oversaw internal audit and corporate strategy; prior leadership over financial reporting, category profitability, supply chain finance, and commercial planning . |
| Whirlpool Corporation | CFO, Asia Pacific Region | 2019–2021 | Regional P&L accountability and finance leadership across APAC markets . |
| Deloitte | Audit and Advisory | ~7 years (pre-Whirlpool) | Supported large multinational clients; foundational public accounting and advisory credentials . |
Fixed Compensation
| Component | Terms | Effective/Timing | Notes |
|---|---|---|---|
| Base salary | $430,000 annualized | Effective Nov 10, 2025; pro‑rated for 2025 | Set on appointment to CFO/Sr. EVP . |
| Signing bonus | $225,000 cash | Paid in Q4 2025 | One‑time sign‑on . |
Performance Compensation
Primary quarterly incentive (CFO – Q4 2025)
| Metric | Basis/Targeting | Payout formula | Vesting/Timing |
|---|---|---|---|
| Company pre‑tax income | Must exceed 100% of prior‑year comparable quarter | 0.50% of the amount by which Q4 2025 pre‑tax income exceeds Q4 2024 pre‑tax income; pro‑rated for 2025 service | Paid quarterly; no vesting . |
| Company net income | Must exceed 100% of prior‑year comparable quarter | 0.35% of the amount by which Q4 2025 net income exceeds Q4 2024 net income; pro‑rated for 2025 service | Paid quarterly; no vesting . |
Company design: Executive cash incentives are simple, quarter-based, and tied to profit growth; bonus is earned only on growth above the prior-year quarter (CFO includes a net income component) .
Supplemental ROA (Return on Assets) Plan (design and thresholds)
| Improvement vs prior-year benchmark (two‑quarter avg total assets / TTM net sales) | Bonus per quarter | One-time milestone |
|---|---|---|
| ≥150 bps | $15,000 | +$10,000 upon first crossing each whole percentage threshold (e.g., 41.0%, 40.0%, etc.) . |
| ≥100 bps and <150 bps | $10,000 | |
| ≥50 bps and <100 bps | $5,000 |
- FY2024 results (context): NEOs earned ROA Plan payouts of $15,000 (Q1), $15,000 (Q2), $5,000 (Q3), and $0 (Q4), totaling $35,000 .
- Tunnicliff is eligible for the ROA Plan from appointment; payments (if any) would follow achievement under the plan design .
Long‑term incentives (equity)
| Instrument | 2025 appointment treatment | Expected 2026 grant | Pricing/Vesting norms |
|---|---|---|---|
| Stock options (only LTI used) | No grant at appointment | Considered in 2026 for options sized by dividing an expected ~$1.2 million “award value” by the grant‑date closing price (rounded up), with vesting terms set by the committee | Options are the sole equity vehicle; exercise price = rounded grant‑date close; typical executive grants vest 20% annually over five years; repricing prohibited . |
Equity Ownership & Alignment
- Stock ownership guidelines (CFO classification: “Senior Section 16 officer”): 1.0x base salary within five years; 1.5x base salary within ten years .
- Hedging policy: Directors and Section 16 officers are prohibited from hedging Fastenal stock .
- Pledging: No pledging disclosure located in the latest proxy; not addressed in the appointment 8‑K .
- Beneficial ownership: The appointment 8‑K did not disclose any current related‑party transactions or family relationships, and did not provide share ownership details for Mr. Tunnicliff .
Employment Terms
| Topic | Terms |
|---|---|
| Appointment/tenure | Appointed CFO/Senior EVP effective Nov 10, 2025; term expires concurrently with other executive officers . |
| Employment agreements | Fastenal states it has no employment, severance, or change‑in‑control agreements with any employees, including executive officers . |
| Change‑in‑control equity treatment | Stock options accelerate only if not assumed or replaced by the acquirer; also accelerate upon dissolution/liquidation. Illustrative payout mechanics disclosed for NEOs at $71.91 stock price as of 12/31/2024 (context) . |
| Clawback/recoupment | Nasdaq 10D‑compliant forfeiture/recovery policy adopted Oct 11, 2023; also provides “true‑up” for underpayment due to financial statement errors; no clawbacks required in 2024 . |
| Perquisites/benefits | No executive perquisites; executives participate in the same retirement and health plans as U.S. employees; 401(k) company match reported as “All Other Compensation” . |
| Non‑compete / Non‑solicit | Not disclosed in proxy or appointment 8‑K . |
| Related‑party transactions | None involving Mr. Tunnicliff requiring Item 404(a) disclosure . |
Compensation Structure Notes (company program context)
- Base salaries are generally below market median to emphasize incentive pay; quarterly cash incentives based on profit growth are typically above median; equity is solely stock options with extended vesting (five to eight years) .
- 2025 bonus plans for NEOs unchanged from 2024; options granted broadly across employees; 2025 NEO grants set at a $72.00 exercise price (effective Jan 2, 2025) .
- 2024 and 2025 peer groups used for benchmarking include AIT, DCI, GPC, IEX, MSM, NDSN, ORLY, TSCO, WCC, GWW .
- Say‑on‑pay: ~93% approval at the 2024 annual meeting for prior‑year NEO compensation .
Investment Implications
- Alignment and pay-for-performance: Tunnicliff’s variable cash pay is tightly linked to quarterly profit growth and ROA improvement, which directly targets drivers of shareholder value (profitability and asset efficiency). The expected 2026 stock option grant aligns long-term incentives to TSR; repricing is prohibited, and vesting is typically multi‑year, promoting retention and long‑horizon decision-making .
- Retention and near-term selling pressure: With no equity granted at appointment and a cash sign‑on, near-term insider selling pressure related to vesting is minimal; retention incentive increases upon the 2026 option grant, which will introduce standard five‑year vesting cadence if consistent with program norms .
- Risk/controls: No severance or change‑in‑control agreement reduces “parachute” risk; clawback is Nasdaq‑compliant; hedging is prohibited; ownership guidelines require the CFO to accumulate 1.0x salary at five years and 1.5x at ten years, supporting skin‑in‑the‑game alignment .
- Execution context: Fastenal’s 2024 profitability dipped modestly, but Q3 2025 showed improved margins and net income growth ahead of his start; his prior roles in audit, strategy, and regional CFO positions suggest operational finance rigor and working capital discipline, consistent with Fastenal’s ROA‑driven incentives .
Supporting Data
Fastenal performance context (used in compensation design and targets)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net sales ($) | 6,980,647,000 | 7,346,744,000 | 7,546,045,000 |
| YoY change | 16.1% | 5.2% | 2.7% |
| Pre‑tax income ($) | 1,439,951,000 | 1,521,990,000 | 1,508,128,000 |
| YoY change | 19.2% | 5.7% | -0.9% |
| Net income ($) | 1,086,891,000 | 1,154,985,000 | 1,150,553,000 |
| YoY change | 17.5% | 6.3% | -0.4% |
TSR vs peer index (cumulative value of $100 invested at 12/31/2019)
| Fiscal year | FAST TSR ($) | Peer group TSR ($) |
|---|---|---|
| 2024 | 222 | 247 |
| 2023 | 196 | 218 |
| 2022 | 138 | 147 |
| 2021 | 183 | 169 |
| 2020 | 137 | 126 |
Q3 2025 snapshot (pre‑appointment)
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Operating margin | 20.3% | 20.7% |
| Net income ($) | — | $333.5 (up 12.6% YoY) |
Note: Mr. Tunnicliff’s appointment became effective Nov 10, 2025; Q3 2025 performance predates his tenure and is included to contextualize targets and incentive design .