Sheryl A. Lisowski
FASTENALAbout Sheryl A. Lisowski
Sheryl A. Lisowski is Executive Vice President, Chief Accounting Officer, and Treasurer at Fastenal; she also served as Interim Chief Financial Officer from April 17, 2025 until November 10, 2025, and previously served as interim CFO in 2016. She joined Fastenal in 1994 and has held progressively senior finance roles; she is 57 years old. Corporate performance context during the most recent years: 2024 net sales were $7.55B (+2.7% YoY), pre-tax income $1.51B (-0.9% YoY), and net income $1.15B (-0.4% YoY); FAST total shareholder return (TSR) tracked 138→196→222 on a 2019=100 base in 2022–2024.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fastenal | EVP – Chief Accounting Officer (CAO) & Treasurer | Dec 2020–present | Principal accounting officer; treasury oversight; signed SEC filings; maintains control environment and reporting integrity. |
| Fastenal | Interim Chief Financial Officer | Apr 17, 2025–Nov 10, 2025 | Principal financial officer; led finance while permanent CFO search concluded. |
| Fastenal | Controller, CAO & Treasurer | Aug 2016–Nov 2020 | Consolidated accounting leadership and treasury; prepared for transition to EVP role. |
| Fastenal | Controller & Chief Accounting Officer | Oct 2013–Aug 2016 | Led accounting; interim CFO Jan–Aug 2016. |
| Fastenal | Finance and accounting roles | 1994–2013 | Progressive finance leadership supporting scaling of the company. |
Fixed Compensation
| Element | Amount | Effective Dates/Notes |
|---|---|---|
| Base salary (EVP CAO & Treasurer; prior to interim CFO) | $320,000 | In place before April 17, 2025. |
| Base salary (Interim CFO) | $440,000 | Effective Apr 17, 2025; remained unchanged through Dec 31, 2025 even after interim CFO role ended Nov 10, 2025. |
Benchmark context: Upon appointment of the permanent CFO (Max Tunnicliff) effective Nov 10, 2025, CFO base salary was set at $430,000 (plus a $225,000 signing bonus).
Performance Compensation
| Component | Metric | Formula/Weighting | Performance Baseline | Payout Mechanics | Period |
|---|---|---|---|---|---|
| Quarterly incentive (Interim CFO) | Company-wide pre-tax income growth | 0.40% of the amount by which quarterly pre-tax income exceeds 100% of the same quarter prior year | 100% of same quarter prior year | Paid quarterly based on realized growth | Apr 17, 2025 start; continues through the quarter her interim CFO appointment ends; compensation remained unchanged through year-end 2025. |
| Quarterly incentive (Interim CFO) | Company-wide net income growth | 0.27% of the amount by which quarterly net income exceeds 100% of the same quarter prior year | 100% of same quarter prior year | Paid quarterly based on realized growth | Same as above. |
| Supplemental ROA Plan | Asset efficiency (two-quarter avg total assets / trailing 12-month sales) | Fixed $ payouts for improvements vs prior-year benchmark (e.g., $15k at ≥150 bps) | Prior-year quarter benchmark | Cash bonus paid if specified improvement thresholds met | Eligible in 2025; plan design per company program. |
Benchmark context: Permanent CFO incentive rates were set at 0.50% (pre-tax income) and 0.35% (net income), higher than interim CFO rates.
Equity Ownership & Alignment
- Equity awards: No additional stock options were granted to Ms. Lisowski in connection with her April 2025 interim CFO appointment; she retained options granted in her EVP role.
- Stock ownership guidelines (applicable to Section 16 officers): All other Section 16 officers must hold shares equal to 1.0x base salary at five years and 1.0x at ten years; “Senior Section 16 officers” (CFO, Senior EVP, COO) have higher thresholds. Ms. Lisowski’s role aligns with “All other Section 16 officers.”
- Hedging/Pledging: Directors and Section 16 officers are prohibited from hedging company stock; the company maintains an insider trading policy governing securities transactions. (No explicit pledge disclosures for Ms. Lisowski were noted.)
Employment Terms
- Employment/severance/change-in-control: Fastenal has no individual employment, severance, or change-in-control agreements with executive officers. Equity acceleration under the stock option plan occurs only if awards are not assumed/replaced in a change-in-control; options also accelerate upon dissolution or liquidation.
- Clawback: The board adopted a compensation forfeiture, recovery, and true-up policy on Oct 11, 2023 compliant with Section 10D/Nasdaq rules.
- Role transition in 2025: Interim CFO appointment effective Apr 17, 2025 with compensation changes; on Nov 10, 2025 the interim CFO appointment ended and she continued as EVP CAO & Treasurer with “compensation unchanged through the end of 2025.”
Performance & Company Context
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net sales ($, mm) | 6,980.6 | 7,346.7 | 7,546.0 |
| Pre-tax income ($, mm) | 1,440.0 | 1,522.0 | 1,508.1 |
| Net income ($, mm) | 1,086.9 | 1,155.0 | 1,150.6 |
| FAST Total Shareholder Return (base = 100 at 12/31/2019) | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR (value of $100) | 137 | 183 | 138 | 196 | 222 |
Compensation Structure Analysis
- Emphasis on pay-for-performance: Quarterly cash incentives require absolute growth vs. prior-year quarters, directly tying payouts to profit expansion; interim CFO payout rates were set below permanent CFO levels, indicating role-based differentiation.
- Simplicity and immediacy: Payouts are formulaic and paid quarterly, aligning management behavior to near-term profitability while the stock option program provides longer-dated alignment (options generally vest over five years).
- Governance and risk controls: No employment or parachute agreements; re-pricing of options prohibited; clawback policy in place; hedging barred.
Investment Implications
- Alignment: Ms. Lisowski’s 2025 interim CFO incentives were strictly tied to pre-tax and net income growth, promoting cash and earnings discipline; continuation of the higher compensation through year-end 2025 provided continuity across the CFO transition without new equity grants, mildly reducing incremental long-term retention leverage.
- Retention and succession: With the permanent CFO in place (higher incentive rates and a sign-on bonus), Ms. Lisowski’s return to EVP CAO & Treasurer stabilizes principal accounting oversight; lack of individual severance/change-in-control protections lowers shareholder cost of turnover and deters misaligned outcomes.
- Watch items: Actual quarterly bonus outcomes depend on 2025 quarterly profit growth; any future option grants (consistent with company practice) would enhance long-term alignment. The company’s clawback and anti-hedging policies reduce governance risk.