Rita J. Heise
FASTENALAbout Rita J. Heise
Rita J. Heise is an independent director of Fastenal (FAST), serving since 2012; she is 68 years old and currently chairs the Compensation Committee and serves on the Nominating & Corporate Governance Committee . She retired in 2011 as Corporate Vice President and CIO of Cargill, previously held CIO roles at Honeywell’s aerospace business and for Honeywell’s EMEA operations, and brings deep IT, cybersecurity, operations, and supply chain expertise; she attended 100% of board, compensation, and nominating committee meetings in 2024 . Her board biography notes prior service on the boards of Blue Cross Blue Shield of Minnesota (chair), Adventium Labs, and Curtiss-Wright Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cargill, Incorporated | Corporate Vice President & Chief Information Officer; platform leader for agriculture horizon, animal nutrition, and salt/de-icing businesses | Retired Dec 2011 | Led global IT; business transformation and process improvement leadership teams |
| Honeywell International Inc. | CIO – Aerospace; CIO – Europe/Middle East/Africa; positions in supply chain, operations, customer service, distribution | 25 years at Honeywell | Business integrations, process improvement, M&A execution; IT leadership |
| Blue Cross Blue Shield of Minnesota | Director; Chair of the Board | Previously served (dates not disclosed) | Non-profit governance leadership |
| Adventium Labs | Director | Previously served | Systems engineering/cybersecurity oversight |
| Curtiss-Wright Corporation | Director (public company) | Previously served | Engineering/industrial governance experience |
External Roles
| Company | Role | Status |
|---|---|---|
| Fastenal Company | Director | Current role disclosed |
| Other public company boards | — | No current public company directorships identified in proxy; biography lists prior boards only |
Board Governance
- Committee assignments: Chair – Compensation; Member – Nominating & Corporate Governance .
- Independence: Board determined Heise is independent under Nasdaq listing standards; all board committees are composed exclusively of independent directors .
- Attendance and engagement: 100% attendance at board meetings; 100% attendance at Compensation and Nominating & Corporate Governance committee meetings in 2024 . Each incumbent director attended 75% or more of respective meetings in 2024 .
- Board structure: Independent board chair; CEO and Chair roles separated; nine of eleven directors are independent; executive sessions led by the independent chair .
- Committee meeting cadence (2024): Board (4), Independent directors (2), Audit (6), Compensation (5), Nominating & Corporate Governance (4) .
Fixed Compensation
- Structure (non-employee directors, 2024): Annual board retainer $100,000; committee chair retainer $20,000; annual stock options valued at $50,000 for non-employee directors (board chair $80,000) .
| Component | Amount ($) | Notes |
|---|---|---|
| Annual board retainer | 100,000 | Electable into stock options up to 100% |
| Committee chair retainer | 20,000 | Paid lump sum at start of year |
| Standard annual option grant | 50,000 | Non-employee directors (board chair $80,000) |
- Rita J. Heise – 2024 actual director compensation:
| Item | Amount ($) |
|---|---|
| Fees earned or paid in cash | 20,000 |
| Stock awards | — |
| Option awards (grant-date fair value) | 150,000 |
| Total | 170,000 |
Note: Heise elected to receive all or a portion of her annual cash retainer in stock options per the Non-Employee Director Stock Option Plan .
Performance Compensation
- Equity compensation (options): Non-employee directors may elect up to 100% of annual cash retainer paid in stock options; Heise’s 2024 option awards totaled $150,000 (includes $50,000 standard grant plus elected retainer in options) .
- Option methodology: Shares per award determined by dividing elected cash amount by Black-Scholes per-share value on grant date; values computed per FASB ASC 718 .
- Director option holdings:
| Measure | Count/Value |
|---|---|
| Outstanding, unexercised options as of 12/31/2024 | 59,686 |
| Immediately exercisable options counted in beneficial ownership (as of 2/1/2025) | 68,151 |
No director performance metrics (e.g., TSR hurdles, ESG goals) or meeting fees are disclosed for directors; equity is delivered as options, not RSUs/PSUs .
Other Directorships & Interlocks
| Organization | Type | Role | Overlap/Interlock |
|---|---|---|---|
| Blue Cross Blue Shield of Minnesota | Non-profit | Director; Board Chair (prior) | None disclosed |
| Adventium Labs | Private company | Director (prior) | None disclosed |
| Curtiss-Wright Corporation | Public company | Director (prior) | None disclosed |
- Governance constraints: Directors must notify the board chair before serving on another public company board; serving on more than two public company boards (including Fastenal) requires board approval .
Expertise & Qualifications
- CIO-level expertise in enterprise IT and cybersecurity; experience optimizing technology for marketing, operations, and distribution; supply chain/operations background .
- Compensation committee leadership experience; chairs Compensation Committee at Fastenal .
- Broad governance exposure via prior non-profit and public company boards .
Equity Ownership
| Holder | Direct/Indirect Shares | Options (immediately exercisable) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Rita J. Heise | 20,000 (revocable trust, shared voting/investment with spouse) | 68,151 | 88,151 | <1% |
- Stock ownership guidelines: Non-employee directors must hold shares equal to 1× annual board retainer within 5 years and 2× within 10 years; all directors are currently in compliance .
- Hedging prohibited for directors and Section 16 officers .
Governance Assessment
- Strengths: Independent director; 100% meeting attendance (board and both committees) in 2024; chairs Compensation Committee; member of Nominating & Corporate Governance; strong IT/cybersecurity and operations track record; board and committees fully independent; anti-hedging policy in place; director ownership guidelines with reported compliance .
- Compensation oversight signals: As Compensation Chair, Heise oversees executive pay; 2024 say-on-pay approval was approximately 93%, supporting perceived alignment of pay practices with performance .
- Alignment: Heise’s director pay mix is equity-heavy via option elections, increasing exposure to shareholder outcomes; standard annual option grant plus elected retainer in options indicates skin-in-the-game .
- Conflicts/related-party exposure: Audit Committee policy requires review/approval of related person transactions; none were required to be reported for 2024 . Section 16 compliance: all required filings met in 2024 .
- Watch items: Options comprise a significant portion of director compensation (electable up to 100% of cash retainer), which concentrates incentives in share price sensitivity versus multi-metric long-term equity structures; continued monitoring of compensation structure and independence safeguards is prudent .
RED FLAGS: None disclosed regarding related-party transactions, stock hedging/pledging, low attendance, or option repricing; director and committee independence and compliance policies are explicit .