Michael J. Ancius
FASTENALAbout Michael J. Ancius
Michael J. Ancius, age 60, is an independent director of Fastenal (director since 2009) and currently serves as Vice President and Chief Financial Officer of A.L.M. Holding Company (private; CFO since January 2018; joined June 2017). He brings deep finance, taxation, capital markets, compensation strategy, and risk/insurance experience, and holds a CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors. In 2024 he attended 100% of board meetings and 100% of both audit and compensation committee meetings, and is designated by the board as an SEC “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| A.L.M. Holding Company (private; construction & energy) | Vice President & Chief Financial Officer | CFO since Jan 2018; joined Jun 2017 | Finance leadership; capital structure; risk/insurance; cybersecurity oversight credential supports governance role |
| Kwik Trip, Inc. (private convenience store chain) | Director of strategic planning, financing, and taxation | 1997–Jun 2017 | Strategic planning; financing; taxation leadership |
| RSM US LLP (public accounting) | Senior Manager (taxation) | 10 years prior to 1997 | Tax specialization; public accounting rigor |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| A.L.M. Holding Company | Vice President & Chief Financial Officer | Private | Current operating role; headquartered in Onalaska, WI |
- No other public company directorships are disclosed for Mr. Ancius in Fastenal’s proxy.
Board Governance
| Governance Attribute | Details |
|---|---|
| Independence | Board determined Mr. Ancius is independent under Nasdaq standards |
| Committee Assignments | Audit Committee (Chair); Compensation Committee (Member) |
| Financial Expert | Designated “audit committee financial expert” (with H. S. Hsu and S. N. Nielsen) |
| Attendance | 100% board meetings; 100% audit and compensation committee meetings in 2024 |
| Board Structure | Independent chair; chair and CEO roles separated; all board committees composed solely of independent directors |
| Executive Sessions | Independent chair leads executive sessions of independent directors |
| Related-Party Controls | Formal Related Person Transaction Approval Policy; no related person transactions in 2024 |
Fixed Compensation
| Component | Amount/Policy | 2024 Amounts for Ancius |
|---|---|---|
| Annual cash retainer (non‑employee director) | $100,000; directors may elect to receive up to 100% in stock options | Elected options in lieu of most cash; cash fees recorded $20,000 |
| Committee chair retainer | $20,000 annually (paid lump sum at beginning of year) | Included in compensation; election to options permitted |
| Board chair retainer | $120,000 (not applicable to Ancius) | N/A |
| Meeting fees | None disclosed | — |
- Director compensation for 2025 unchanged from 2024 (except retired director adjustment).
Performance Compensation
| Equity Instrument | Policy/Structure | 2024 Detail for Ancius |
|---|---|---|
| Stock options (annual) | Non‑employee directors receive options (board chair $80k; others $50k). Directors can elect to convert cash retainers to options. Black‑Scholes used to determine option count; grants at start of year; exercise price rounded up to nearest dollar. | Option awards (grant-date fair value) $150,000; combined with $20,000 cash = $170,000 total 2024 director pay |
| Outstanding director options | As of Dec 31, 2024, non‑employee directors’ outstanding unexercised options disclosed by director | Ancius: 34,487 outstanding (unexercised) director options at 12/31/2024 |
| Vested/exercisable options | Beneficial ownership includes immediately exercisable options | Ancius: 42,952 options immediately exercisable as of Feb 1, 2025 (included in beneficial ownership) |
| Grant mechanics | Number of options = elected cash retainer portion ÷ Black‑Scholes per‑share value; ASC 718 valuation | See methodology and valuation notes in proxy |
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Other public company boards | None disclosed for Mr. Ancius |
| Compensation committee interlocks | None; no Fastenal executive served on a board/committee of a company whose executive served on Fastenal’s board/comp committee during 2024 |
Expertise & Qualifications
- Finance, audit, and taxation expertise from CFO role and prior public accounting; designated audit committee financial expert under SEC rules.
- Strategic planning, capital markets/structures, valuations, insurance risk management, and compensation strategy experience.
- CERT Certificate in Cybersecurity Oversight (NACD), supporting audit committee oversight of cyber risk.
Equity Ownership
| Holder | Total Beneficial Ownership | Components | % Outstanding |
|---|---|---|---|
| Michael J. Ancius | 75,551 shares | Includes 20,084 shares in a revocable trust (shared voting/investment power with spouse) and 42,952 options immediately exercisable | * (<1%) |
- Ownership guidelines: Non‑employee directors 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: Directors and Section 16 officers are prohibited from hedging Fastenal stock.
- Pledging: No pledging of Fastenal shares is disclosed for Mr. Ancius in the proxy’s ownership table/footnotes.
Governance Assessment
- Strengths: Independent audit chair with SEC “financial expert” designation; 100% attendance across board, audit, and compensation in 2024; equity‑heavy director pay via election into options aligns incentives with shareholders; board maintains independent chair and fully independent committees; robust related‑party policy with no 2024 related‑person transactions; anti‑hedging policy; all directors compliant with ownership guidelines.
- Potential conflicts/related-party exposure: Mr. Ancius serves as CFO of a private company (A.L.M. Holding Company); board’s independence review considered ordinary‑course transactions at director‑affiliated companies and deemed him independent; no related person transactions required disclosure for 2024.
- Shareholder sentiment signal: Say‑on‑pay support at the 2024 annual meeting was approximately 93%, indicating broad investor support for Fastenal’s compensation framework (context for overall governance stability).
Committee coverage: As audit chair, Mr. Ancius oversees financial reporting, internal controls, auditor oversight, risk (including cyber), and related‑party review; the audit committee report is signed by him as chair. His compensation committee membership adds perspective on pay, ownership guidelines, and the clawback policy adopted to comply with SEC/Nasdaq rules.