Sarah N. Nielsen

About Sarah N. Nielsen

Sarah N. Nielsen (age 51) has served on Fastenal’s board since 2021 and is currently CFO of First Citizens Bank (Mason City, IA) since November 2017, following prior roles as VP/CFO of Winnebago Industries (2005–2017) and ten years at Deloitte & Touche, advancing to senior audit manager in 2002. She is designated by the board as an audit committee financial expert and brings deep experience in financial reporting, strategic planning, sourcing, M&A due diligence/financing (Grand Design RV acquisition), and public company governance .

Past Roles

External Roles

Board Governance

• Independence: The board determined Nielsen is independent under Nasdaq listing standards; independent directors are a board majority .
• Committee assignments and roles: Member of Audit and Compensation Committees (not a chair) . Audit Committee membership list includes Nielsen; Compensation Committee membership list includes Nielsen .
• Audit committee financial expert designation: Board determined Nielsen is an “audit committee financial expert” under SEC rules .
• Meeting attendance: Nielsen attended 100% of general board meetings in 2024 and 100% of both Audit and Compensation Committee meetings in 2024; also 100% board and Audit Committee attendance in 2023 and 2022 .
• Committee/board meeting cadence (2024): Board (4), Independent director sessions (2), Audit (6), Compensation (5), Nominating & Corporate Governance (4) .
• Governance context: Chair is independent; executive sessions led by chair; all committees composed exclusively of independent directors; charters accessible via investor website; Audit Committee charter most recently amended January 2024 .

Fixed Compensation

• Director cash retainers: Non-employee directors received $100,000 annual cash retainer (board chair $120,000); committee chairs received $20,000; retainers paid quarterly (chair fee lump-sum at start of year). Directors may elect up to 100% of cash retainer to be paid in stock options under the Non-Employee Director Stock Option Plan .
• Nielsen’s director pay history shows a consistent total of $150,000, with mix shifting toward cash in 2024.

Performance Compensation

• Structure: For non-employee directors, annual stock option grants are permitted and may be elected in lieu of cash retainer; options valued at grant using Black-Scholes; shares determined by dividing elected retainer amount by per-share Black-Scholes value and rounding down; not tied to performance metrics (service/retainer-based elections) .

Other Directorships & Interlocks

• Public company directorships: Proxy biography lists current non-profit roles; no current public company boards are disclosed for Nielsen beyond Fastenal .
• Board service limits: Corporate guidelines require notice to board chair before joining another public board; more than two public boards (including Fastenal) requires board approval .

Expertise & Qualifications

• Audit committee financial expert (SEC rules) .
• CFO experience in banking and manufacturing; deep finance, controls, M&A execution, sourcing/procurement, divisional oversight .
• Prior Big Four audit tenure (Deloitte; senior audit manager) .
• Industry and association governance (RVIA audit committee) .

Equity Ownership

• Beneficial ownership (Feb 1, 2025): 23,813 shares; includes 2,000 held jointly with husband and options to acquire 21,813 shares; <1% of shares outstanding (573,434,554) .

• Stock ownership guidelines: Non-employee directors expected to reach equity ownership equal to 1.0x annual board retainer within five years and 2.0x within ten years; Compensation Committee monitors and may adjust awards for non-compliance. As of proxy, all directors and Section 16 officers are in compliance; hedging by directors/Section 16 officers is prohibited .

Governance Assessment

• Strengths:
  • Independence and audit rigor: Independent director, Audit Committee member, and SEC-defined audit committee financial expert; participated fully in 2024 audit oversight recommending inclusion of audited financials in Form 10-K .
  • Engagement: 100% attendance across board, Audit, and Compensation meetings in 2024 (and 2023/2022), supporting board effectiveness .
  • Alignment: Elects equity via director stock options; subject to stock ownership guidelines, with overall board compliance reported; hedging prohibited, supporting alignment with shareholders .
• Compensation mix signals:
  • Year-over-year mix shifted toward cash (Fees: $50k→$70k) while option awards decreased ($100k→$80k); total remained $150k, indicating modest increase in guaranteed cash and reduced option election in 2024 .
• Conflicts and related-party controls:
  • Board independence determination reviewed ordinary-course transactions with companies tied to directors and concluded no relationships impairing independent judgment; directors were not directly involved in such transactions. Audit Committee charter includes review of related person transactions under a formal policy .
• RED FLAGS:
  • None disclosed regarding pledging, hedging violations, related-party transactions, low attendance, or compensation anomalies for Nielsen; options are in lieu of cash retainer and not performance-conditioned, which is standard for non-employee directors .