STANLEY BLACK & DECKER INC (SWK)
Sector: Industrials
2026 Annual Meeting Analysis
STANLEY BLACK & DECKER INC · Meeting: April 24, 2026
Directors FOR
4
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Allan has served since 2022 and was CEO throughout most of the 3-year underperformance period; SWK's 3-year total shareholder return trails the compensation peer group median by 41 percentage points, well above the 20-point trigger threshold that applies given SWK's negative absolute 3-year return, and the 5-year gap of -113.7 percentage points confirms this is not a recent blip — it is sustained underperformance on his watch as CEO.
Ms. Carter has served since 2023, giving her tenure that meaningfully overlaps the 3-year underperformance period; SWK's 3-year return trails the peer group median by 41 percentage points, exceeding the 20-point threshold, and the 5-year gap of -113.7 percentage points confirms sustained underperformance rather than a temporary trough.
Ms. Crew has served since 2013 and her tenure fully overlaps the 3-year underperformance period; SWK trails the peer group median by 41 percentage points over 3 years (trigger threshold: 20 points) and by 113.7 percentage points over 5 years, confirming sustained value destruction that cannot be dismissed as a recent development.
Mr. Hankin has served since 2016 and his tenure fully overlaps the 3-year underperformance period; SWK trails the peer group median by 41 percentage points over 3 years (threshold: 20 points) and by 113.7 percentage points over 5 years, reflecting sustained underperformance throughout his long tenure on the board.
Mr. Manning has served since 2022, giving him tenure that fully overlaps the 3-year underperformance period; SWK trails the peer group median by 41 percentage points over 3 years (threshold: 20 points) and by 113.7 percentage points over 5 years, confirming this is sustained underperformance, not a transient trough.
Mr. Mitchell has served since 2022, giving him tenure that fully overlaps the 3-year underperformance period; SWK trails the peer group median by 41 percentage points over 3 years (threshold: 20 points) and by 113.7 percentage points over 5 years, confirming sustained underperformance throughout his tenure.
Ms. Palmieri has served since 2021 and her tenure fully overlaps the 3-year underperformance period; SWK trails the peer group median by 41 percentage points over 3 years (threshold: 20 points) and by 113.7 percentage points over 5 years, reflecting sustained underperformance throughout her tenure.
For Analysis
Mr. Nelson joined the Board in October 2025, less than 24 months ago, so he is exempt from the TSR underperformance trigger under policy; no other disqualifying flags apply.
Mr. Garrison joined the Board in 2024, less than 24 months ago, so he is exempt from the TSR underperformance trigger under policy; no other disqualifying flags apply.
Ms. Laschinger joined the Board in November 2025, less than 24 months ago, so she is exempt from the TSR underperformance trigger; no other disqualifying flags apply.
Mr. O'Kelly joined the Board in January 2026, less than 24 months ago, so he is exempt from the TSR underperformance trigger; no other disqualifying flags apply.
The TSR underperformance trigger fires for seven of the eleven nominees: SWK's 3-year return of roughly -0.3% trails the compensation peer group median of +40.7% by 41 percentage points, well above the 20-point threshold that applies when absolute 3-year TSR is negative. The 5-year gap of -113.7 percentage points confirms this is not a short-term blip, so the policy's 5-year mitigant does not rescue any of the triggered directors. Four nominees (Nelson, Garrison, Laschinger, O'Kelly) are exempt because they joined the board within the past 24 months.
Say on Pay
✓ FORCEO
Donald Allan, Jr.
Total Comp
$14,485,454
Prior Support
79%%
The 2025 Say on Pay received 79% support, which is above the 70% threshold that would require a No vote for lack of response; the company engaged shareholders representing over 50% of shares, acknowledged the disconnect between 2024 TSR and bonus payouts, and made concrete changes to the 2025 and 2026 programs including adding a TSR condition before any above-target modifier payouts can be earned. Pay mix is strong — 87% of CEO target pay and an average of 75% for other senior executives is variable and tied to performance — and actual payouts came in well below target (66.8%–72.3% of target for annual bonuses and only 19.2% for the 3-year long-term performance awards), demonstrating that the incentive structure is working as designed. While the peer group includes companies with a median market cap of $51.8 billion versus SWK's $11.8 billion — which can inflate benchmarks — the below-target payouts and robust clawback and ownership policies mitigate this concern sufficiently to support approval.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$16,175,000
Non-Audit Fees
$5,198,000
Non-audit fees (tax services of $5,077,000 plus audit-related fees of $121,000 plus other fees of $7,200, totaling approximately $5,205,200) represent about 32% of the core audit fee of $16,175,000, which is well below the 50% threshold that would raise independence concerns; Ernst & Young is a Big 4 firm appropriate for a company of SWK's size and complexity; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire under policy.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Shareholder Proposal Requesting an Independent Board Chairman
This is a mainstream governance proposal asking for an independent board chair — a structural improvement that generally aligns with shareholder interests by separating the oversight function from the executive role. The company currently has a non-independent Executive Chair (former CEO Donald Allan) in a transitional structure, though it has committed to appointing an independent chair effective October 1, 2026 when Mr. Allan retires. While the company's commitment to restore independence is a meaningful partial response, it is not yet in effect at the time of the vote, and shareholders have a legitimate interest in affirming this governance standard through the ballot; however, given the board's firm and specific commitment with a named individual (Ms. Crew) and a concrete date (October 1, 2026) already publicly disclosed, reasonable shareholders may view the proposal as largely remediated — on balance, we support the proposal to register shareholder preference for independent chair governance and encourage the board to follow through on its stated commitment.
Overall Assessment
Stanley Black & Decker's 2026 annual meeting ballot is dominated by a serious stock performance concern: the company has trailed its own compensation peer group by 41 percentage points over 3 years and 113 percentage points over 5 years, triggering AGAINST votes for seven of the eleven director nominees who have been on the board long enough to be held accountable. The Say on Pay vote earns support because actual payouts came in well below target and the company made concrete program changes after receiving only 79% support last year, while the auditor ratification passes cleanly on fees and the shareholder proposal requesting an independent board chair receives support given the current non-independent Executive Chair structure, even though the board has committed to restoring independence by October 2026.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing