Scott A. Satterlee
FASTENALAbout Scott A. Satterlee
Scott A. Satterlee (age 56) is Fastenal’s independent Chair of the Board, serving as a director since 2009 and Board Chair since April 2021. He retired in January 2016 as President of the North America Surface Transportation Division at C.H. Robinson Worldwide and previously held senior leadership roles overseeing multi-location operations and international expansion; he attended 100% of board meetings in 2024, underscoring strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C.H. Robinson Worldwide, Inc. | President, North America Surface Transportation | Dec 2014 – Jan 2016 | Led decentralized office network; compensation plan development; international expansion |
| C.H. Robinson Worldwide, Inc. | SVP Transportation | Dec 2007 – Dec 2014 | Oversight of global operations; compensation plans |
| C.H. Robinson Worldwide, Inc. | VP Transportation | ~2002 – Dec 2007 | Operations, account relationships |
| Various non-profits (Rocky Mountain region) | Board service | Not specified | Non-profit board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed; board policy limits directors to ≤2 public company boards absent board approval |
Board Governance
- Roles: Independent Chair; primary liaison between management and independent directors; sets agendas and presides over board; leads executive sessions of independent directors .
- Independence: Board determined Satterlee and the majority of directors are independent under Nasdaq standards; transactions with companies linked to directors were ordinary course/arm’s-length, with no director directly involved .
- Committee assignments: Satterlee is Board Chair; no committee memberships listed for him (Audit, Compensation, Nominating are fully independent) .
- Attendance: Satterlee attended 100% of general board meetings in 2024; all incumbent directors met ≥75% participation thresholds .
- 2024 meeting cadence: Board (4), independent directors (2), Audit (6), Compensation (5), Nominating & Corporate Governance (4) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer (Chair) | $120,000 | Board Chair retainer (paid quarterly); committee chairs received $20,000 lump-sum cash retainers . |
| Committee chair fees | — | Satterlee not listed as a committee chair . |
| Meeting fees | — | Not disclosed; directors reimbursed reasonable expenses . |
Performance Compensation
| Equity Awards (2024) | Grant-date Fair Value | Structure |
|---|---|---|
| Stock Options (Chair) | $80,000 | Non-Employee Director Stock Option Plan; directors may elect up to 100% of cash retainer in options. Shares per grant determined by cash elected ÷ Black‑Scholes value; rounded down to whole shares . |
- Vesting mechanics for director options not specifically disclosed in the director section; valuation computed under FASB ASC 718; outstanding unexercised director options as of Dec 31, 2024 for Satterlee: 53,190 .
- 2025 director pay decision: Elements unchanged versus 2024 (except reduced retainer for a retiring director) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed for Satterlee; board policy requires notifying Chair and limits to ≤2 boards including FAST absent approval . |
| Non-profit boards | Various in Rocky Mountain region . |
| Interlocks | Compensation Committee Interlocks: none; no insider participation reported in 2024 . |
Expertise & Qualifications
- Multi-location operations, compensation plan design, international business development (South America, Europe, Asia), and supply chain/logistics leadership aligned with Fastenal’s strategic focus .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Total beneficial ownership (Feb 1, 2025) | 82,704 shares | Less than 1% of outstanding (573,434,554 shares) . |
| Direct/Trust holdings | 25,000 shares | Revocable trust; voting and investment power retained . |
| Options immediately exercisable | 57,704 shares | Included in beneficial ownership; immediately exercisable . |
| Shares pledged | Not disclosed | No pledging disclosure; anti-hedging policy prohibits hedging by directors and Section 16 officers . |
| Ownership guidelines | Compliant | Non-employee directors must hold shares equal to 1.0x annual board retainer at 5 years, 2.0x at 10 years; all directors in compliance . |
Insider Trades (recent)
| Date | Transaction | Shares | Price | Proceeds | Post-Trade Direct Holdings | Source |
|---|---|---|---|---|---|---|
| 2025-05-06 | Exercise (M) then Sale (S) | 9,670 (exercised & sold) | $79.5106 (sale); $26.00 (exercise) | ~$768,867 | 25,000 | |
| 2024-01-19 | Sale + Option Exercise | 8,474 | $68.46 | ~$580,152 | 25,000 |
Notes: 2025 Form 4 shows exercise of a director stock option originally granted in 2019 (adjusted for 2-for-1 split in 2019) and immediate sale; direct holdings reported as 25,000 shares after the trade .
Governance Assessment
-
Strengths:
- Independent Chair structure separates governance oversight from operations; all committees comprised solely of independent directors; robust executive sessions led by Satterlee .
- Strong engagement and attendance (Satterlee 100%; all incumbents ≥75%); clear majority voting standard with resignation policy for failed elections .
- Stock ownership guidelines and anti-hedging policy enhance alignment; directors in compliance; no related person transactions reported in 2024 .
- Transparent director compensation: modest cash retainer, optional equity via stock options; clear valuation methodology .
-
Watch items / potential red flags:
- Use of options for director compensation can create regular liquidity events; Satterlee’s options exercises/sales (Jan 2024, May 2025) are routine but investors should monitor frequency/size for alignment optics .
- Company does not use outside compensation consultants to set pay programs, which keeps simplicity but reduces external benchmarking rigor; committee cites peer group reviews annually .
-
Shareholder signals:
- Say-on-pay support: ~93% approval at 2024 meeting, indicating broad investor acceptance of compensation framework .
- Board/committee cadence and independence disclosures suggest mature governance processes .
Board Governance (Additional Context)
| Item | Detail |
|---|---|
| Independence determination | Satterlee and majority of board deemed independent; transactions reviewed; none director-involved . |
| Risk oversight | Audit oversees company/IT/cyber risks; Compensation oversees pay-related risk and clawback policy; Nominating oversees insider trading/ESG . |
| Clawback policy | Adopted Oct 11, 2023 compliant with Nasdaq/Exchange Act 10D; no clawbacks in 2024 . |
Fixed Compensation (Director Detail – 2024 Table)
| Component | Satterlee ($) | Notes |
|---|---|---|
| Cash fees | 120,000 | Chair retainer |
| Stock awards (RSUs/PSUs) | — | Not granted to directors |
| Option awards | 80,000 | Grant-date fair value; optional election in lieu of cash |
| Total | 200,000 | 2024 director compensation total |
Performance Compensation (Director Equity Mechanics)
| Mechanism | Detail |
|---|---|
| Non-Employee Director Stock Option Plan | Directors may elect up to 100% of cash retainer as options; number of shares determined by retainer ÷ Black-Scholes value; options valued under ASC 718; outstanding unexercised options (as of 12/31/24): Satterlee 53,190 . |
| Vesting/expiration | Specific director vesting not detailed in proxy’s director section; valuation and outstanding counts disclosed . |
Other Directorships & Interlocks (Detail)
| Type | Disclosure |
|---|---|
| Interlocks | None in 2024; no Fastenal exec served on boards/committees of entities whose executives sat on Fastenal’s comp committee . |
Equity Ownership (Breakdown Table)
| Category | Shares | % Outstanding | Notes |
|---|---|---|---|
| Beneficial ownership (Feb 1, 2025) | 82,704 | <1% | 573,434,554 shares outstanding |
| Trust (directed by Satterlee) | 25,000 | — | Voting/investment power retained |
| Options exercisable | 57,704 | — | Immediately exercisable |
Policies: Directors subject to stock ownership guidelines (non-employee director: 1.0x retainer at 5 years, 2.0x at 10 years); hedging prohibited; all directors compliant .
Governance Quality Summary
- Satterlee’s independent Chair role, perfect attendance, and experience in logistics and compensation design support board effectiveness and oversight quality .
- Compensation and ownership structures (modest cash, optional equity, ownership guidelines, anti-hedging) align director incentives with shareholders; no related-party transactions disclosed for 2024 .
- Routine option exercises/sales should be monitored, but current disclosures show standard plan use and continued direct share holdings via trust .