Reyne K. Wisecup
FASTENALAbout Reyne K. Wisecup
Independent director candidate at Fastenal? Proxy determinations list her as a director but not independent under Nasdaq rules; she is a long‑tenured former Fastenal executive (Senior EVP – Human Resources) who retired in February 2023. Age 62; director since 2000; career began at Fastenal in 1988 with progressive HR leadership roles that align with the company’s “people‑centered” culture. She attended 100% of general board meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fastenal Company | Senior Executive Vice President – Human Resources | Dec 2016 – Feb 2023 | Led HR incl. human relations, payroll, benefits, compliance, insurance, legal, Fastenal School of Business; supports “promote from within” culture . |
| Fastenal Company | Executive Vice President – Human Resources | Nov 2007 – Dec 2016 | Enterprise HR leadership . |
| Fastenal Company | Vice President – Employee Development | Apr 2002 – Nov 2007 | Talent development and training . |
| Fastenal Company | Director of Human Resources | 1997 – Apr 2002 | Built HR processes/policies . |
| Fastenal Company | Various operational/administrative roles | 1988 – 1997 | Broad operating experience . |
External Roles
No other public company directorships/disclosed external boards for Ms. Wisecup in the latest proxy .
Board Governance
| Attribute | Detail |
|---|---|
| Board service | Director since 2000; age 62 . |
| Independence status | Not classified as independent under Nasdaq listing standards (independent directors are explicitly listed; Ms. Wisecup is not among them) . |
| Committee memberships | None (no Audit, Compensation, or Nominating assignments shown) . |
| Chair/lead roles | None . |
| Attendance | 100% of general board meetings in 2024; Board held 4 meetings (Audit 6; Compensation 5; Nominating 4) . |
Fixed Compensation (Director)
| Component (2024) | Amount (USD) |
|---|---|
| Annual cash retainer | $100,000 . |
| Committee chair fees | $0 (no chair role) . |
| Meeting fees | $0 (not used) . |
| Stock awards (RSUs/DSUs) | $0 (none granted to directors) . |
| Total cash | $100,000 . |
Performance Compensation (Director)
| Equity element | Detail |
|---|---|
| Annual option grant (2024) – grant date fair value | $50,000 (standard non‑employee director option award) . |
| Outstanding director plan options | 3,150 options unexercised as of 12/31/2024 under Non‑Employee Director Stock Option Plan . |
| Election of cash→options | Directors may elect up to 100% of cash retainer paid as options; Ms. Wisecup did not elect beyond standard grant (names listed; she not among electing group) . |
Fastenal grants only stock options (no RSUs/PSUs) to directors; numbers of shares per grant are derived via Black‑Scholes valuation, rounding to whole shares; vesting terms for director plan awards not separately disclosed in the proxy .
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlock/Conflict note |
|---|---|---|---|
| — | — | — | No public company board roles disclosed; reduces interlock/conflict risk . |
Expertise & Qualifications
- Deep HR leadership in a decentralized, entrepreneurial model; oversight of HR, payroll, benefits, compliance, insurance, legal, and corporate training (Fastenal School of Business) .
- Long operating tenure at Fastenal supports culture and human capital oversight; aligns with board’s emphasis on corporate responsibility and human capital .
- Not designated as an “financial expert”; strength is human capital governance rather than audit/financial oversight .
Equity Ownership
| Measure | Amount |
|---|---|
| Total beneficial ownership (shares + options immediately exercisable) | 58,905 shares/rights . |
| Common shares held (direct/indirect) | 20,000 shares held jointly with spouse . |
| Options immediately exercisable (employee/director plans) | 38,905 options immediately exercisable . |
| Ownership as % of outstanding | <1% . |
| Ownership guidelines | Non‑employee directors must hold 1.0x annual board retainer within 5 years; 2.0x within 10 years; all directors currently in compliance . |
| Hedging policy | Directors and Section 16 officers prohibited from hedging (short sales, collars, swaps, options, etc.) . |
Governance Assessment
- Independence: Ms. Wisecup is not independent under Nasdaq standards due to recent senior employment; as such, she does not sit on key committees (Audit/Comp/Nominating), mitigating potential conflicts from her HR background .
- Engagement: 100% board meeting attendance in 2024 indicates strong engagement; however, absence from committees limits direct influence over audit/comp governance .
- Pay/Alignment: Director pay mixes cash and options (cash $100k; option grant $50k), with option elections available to increase equity exposure; she holds 58,905 in combined shares/options, meeting stock ownership guidelines—alignment with shareholders is reasonable .
- Conflicts/Related party: Board maintains a formal Related Person Transaction policy; no related person transactions reported in 2024, reducing conflict risk .
- Broader governance signals: Board chair is independent; committees comprised exclusively of independent directors; majority voting for director elections; anti‑hedging policy; ongoing ESG oversight—all supportive of investor confidence .
- Say‑on‑pay: 93% approval at 2024 annual meeting for executive compensation, reflecting shareholder support of compensation philosophy; not directly about directors, but indicates overall governance acceptance .
RED FLAGS
- Not independent (recent senior HR executive) limits her suitability for committee oversight roles; investors should monitor any shift toward committee participation prior to full cooling‑off period .
- Concentration of background in HR (vs. finance/audit); ensure board skills matrix retains sufficient audit/financial expertise elsewhere (Audit committee includes financial experts) .