Stephen L. Eastman
FASTENALAbout Stephen L. Eastman
Independent director at Fastenal (FAST), age 60, serving since 2015. Retired December 2024 as President of Polaris Inc.’s Aftermarket, Parts, Garments, and Accessories (PG&A) division; prior roles include VP PG&A (2012–2015) and President of Target.com (2008–2011). Core credentials span multi-location consumer products leadership, supply chain strategy, inventory management, eCommerce, and M&A integration; currently chairs Fastenal’s Nominating & Corporate Governance Committee and serves on the Compensation Committee. Attended 100% of board and both Compensation and Nominating & Governance committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Polaris Inc. | President, Aftermarket/PG&A; previously VP PG&A | VP: Feb 2012–Aug 2015; President: Aug 2015–Dec 2024 | Led global strategy, product/brand development, supply chain, multi-channel sales; executed acquisitions and integrations |
| Target Corporation | President, Target.com; various executive/managerial positions | President: 2008–Oct 2011; prior ~30 years at Target | Led eCommerce; deep retail operations and supply chain experience |
| Independent consultant | Business consultant | Oct 2011–Feb 2012 | Strategic advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Specialized Bicycle Components (private) | Director | Current | Designer/manufacturer of bicycles/components |
| Boys and Girls Club of the Twin Cities (non-profit) | Director | Current | Community engagement |
Board Governance
- Independence: Determined independent under Nasdaq standards; independent directors constitute a majority of the board and all committee memberships are exclusively independent .
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation .
- Attendance: 100% attendance at board, Compensation, and Nominating & Governance meetings in 2024 .
- 2024 meeting cadence: Board (4), Independent directors sessions (2), Audit (6), Compensation (5), Nominating & Governance (4) .
- Committee scope: Nominating & Governance oversees board composition, independence, ESG initiatives/policies/disclosures, director training, and annual board evaluations; Compensation oversees executive pay, ownership guidelines, succession planning, and the clawback policy .
Fixed Compensation
| Component | FY 2024 Amount ($) | Notes |
|---|---|---|
| Board retainer (cash) | 100,000 | Non-employee director annual retainer |
| Committee chair retainer (cash) | 20,000 | Nominating & Governance Chair |
| Total cash fees | 120,000 | Paid quarterly except chair fee lump-sum |
| Meeting fees | — | Not utilized; reimbursement of reasonable expenses permitted |
Performance Compensation
| Instrument | Grant Value ($) | Grant Mechanics | Outstanding Director Options (12/31/2024) (#) |
|---|---|---|---|
| Stock options (annual director grant) | 50,000 | Annual grant; number of shares determined using Black‑Scholes valuation; certain directors can elect to take cash retainer in options (Eastman did not elect) | 17,473 |
No director performance metrics (revenue/EBITDA/TSR) are tied to director compensation; equity is option-based, aligned to shareholder returns via market-priced options; option repricing prohibited at the company level for executive plans, and grants follow established cadence independent of MNPI release .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Compensation committee interlocks | None; company reports no interlocks in 2024 |
| Related-party transactions | None required to be reported in 2024 |
Expertise & Qualifications
- Supply chain strategy, inventory management, eCommerce leadership, and brand/product development from Polaris and Target .
- M&A execution and integration (aftermarket brand acquisitions) .
- Governance experience as Nominating & Governance Chair; ESG oversight is within committee scope .
Equity Ownership
| As of | Direct/Trust Shares (#) | Options Exercisable (#) | Total Beneficial Ownership (#) | % Outstanding |
|---|---|---|---|---|
| Feb 1, 2025 | 10,000 (revocable trust, shared voting with spouse) | 20,294 | 30,294 | <1% |
- Ownership guidelines: Non-employee directors must hold 1.0x retainer value at 5 years and 2.0x at 10 years; all directors currently compliant .
- Hedging/pledging: Hedging prohibited for directors; pledging not disclosed; company maintains strict securities trading policy .
Governance Assessment
- Strengths:
- Independent director with 100% attendance; chairs a key governance committee overseeing ESG and board effectiveness—supports investor confidence .
- Clear ownership alignment via option grants and compliance with ownership guidelines .
- No related-party transactions; robust related-party approval policy; all committees fully independent .
- Anti-hedging policy and established clawback regime for executive incentives; timing of equity grants avoids MNPI concerns .
- Potential Watch Items:
- Heavy use of stock options (vs. RSUs) for directors can increase sensitivity to short-term price volatility; ensure grant sizing remains disciplined amidst stock moves .
- External affiliations (e.g., private company board) are not problematic but warrant ongoing review for supplier/customer overlaps; currently, no conflicts disclosed .
RED FLAGS: None disclosed for Eastman in 2024—no related-party transactions, no hedging/pledging, full attendance, independence affirmed .
Committee Composition Snapshot (for context)
- Compensation Committee members: Rita J. Heise (Chair), Michael J. Ancius, Stephen L. Eastman, Daniel L. Johnson, Sarah N. Nielsen .
Say-on-Pay & Shareholder Feedback (company context)
- 2024 say-on-pay support cited at ~93% for prior year’s executive compensation, signaling acceptance of pay structure; advisory vote continues annually .
Meeting Cadence (2024)
| Body | Meetings Held |
|---|---|
| Board | 4 |
| Independent directors session | 2 |
| Audit Committee | 6 |
| Compensation Committee | 5 |
| Nominating & Corporate Governance Committee | 4 |
All citations reference Fastenal’s 2025 DEF 14A proxy statement dated February 26, 2025.