Governance

Board of Directors

Our Board is committed to maintaining a diverse membership of qualifications, skills, perspectives and experiences that support the company’s strategy and evolving approach to our business model, and to position the company for the future.

Our Board has developed a deep and varied skillset, with a membership that reflects a diverse spectrum of professional and personal experiences. Key aspects of the Board’s structure include:


Independent Chairman—Offices of Chairman and CEO separated in January 2017


Independent Directors meet in executive session every Board meeting


Board adopted independence guidelines


7 out of 12 Directors have CEO experience*


5 independent Directors added in the last 5 years*


Fully independent Audit, Governance, Compensation and Finance Committees

*As of 2021 Proxy

Average tenure of 6.8 years*

4 2 6 < = 3 YEARS 4—5 YEARS = > 6 YEARS chart of average time of tenure (6.8 years)
Average age of 60.4* years

Board age diversity*

chart of board age diversity 50—59 60—69 70—79

*As of 2021 Proxy

Our Directors

George W. Buckley - Chairman, Stanley Black & Decker

George W. Buckley

Chairman

Stanley Black & Decker

  • Expertise managing large, multinational corporations
  • Former Chairman, President & CEO at 3M Company & Brunswick Corporation
James M. Loree - CEO, Stanley Black & Decker

James M. Loree

CEO

Stanley Black & Decker

  • Integral knowledge of the daily workings of the company enhanced by prior roles as CFO and COO
  • 19 years in financial and operating management positions at General Electric
Andrea J. Ayers - Former President & CEO, Convergys Corporation

Andrea J. Ayers

Former President & CEO

Convergys Corporation

  • Expertise in multichannel customer experience, customer management analytics and technology
  • Led transformation of Convergys from a company with three business lines to a customer management solutions company with nearly 125k employees worldwide
Patrick D. Campbell - Retired SVP & CFO, 3M Company

Patrick D. Campbell

Retired SVP & CFO

3M Company

  • Expertise in finance, M&A and information technology
  • 25 years at General Motors with extensive international CFO experience
Carlos M. Cardoso - Principal, CMPC Advisors

Carlos M. Cardoso

Principal

CMPC Advisors

  • Expertise in managing the daily operations of a complex company
  • Former Chairman, President & CEO at Kennametal
Robert B. Coutts - Retired EVP Electrical Systems, Lockheed Martin

Robert B. Coutts

Retired EVP Electrical Systems

Lockheed Martin

  • Expertise in manufacturing, program and supply chain management, cyber technology and government contracting
  • 20 years in management positions with General Electric
Debra A. Crew - President, North America & Global Supply Chain, Diageo Plc

Debra A. Crew

President, North America & Global Supply Chain

Diageo Plc

  • Expertise in consumer/retail, branding, marketing, operations and strategy
  • Global perspective with proven commercial capabilities and exposure to world class innovation planning processes
Michael D. Hankin - President & CEO, Brown Advisory Incorporated

Michael D. Hankin

President & CEO

Brown Advisory Incorporated

  • Expertise in financial and investment planning, capital structure, valuation and cybersecurity
  • Grew Brown Advisory from $1.5B to over $84B in AUM
Jane M. Palmieri - President, Industrial Intermediates & Infrastructure, Dow Inc.

Jane M. Palmieri

President, Industrial Intermediates & Infrastructure

Dow Inc.

  • Oversees a leading portfolio of industrial operating segments and has executive oversight for Dow business in Asia Pacific
  • Experienced in sales, digital marketing innovation, M&A and operations, with background in engineering and product design
Mojdeh Poul - Group President, Health Care, 3M Company

Mojdeh Poul

Group President, Health Care

3M Company

  • Leads 3M’s Health Care Business Group, which includes medical solutions, health information systems, drug delivery systems and food safety
  • Prior to 3M, led teams in highly regulated industries and businesses requiring strong product engineering and market development expertise
Dmitri L. Stockton - Former Chairman, President & CEO, GE Asset Management

Dmitri L. Stockton

Former Chairman, President & CEO

GE Asset Management

  • Expertise in financial planning and analysis, real estate, investment strategy and capital structures
  • Extensive international experience leading businesses in 26 global markets with approximately 40,000 employees
Irving Tan - Chairman, Asia-Pacific Japan & China, Cisco Systems Inc.

Irving Tan

Chairman, Asia-Pacific Japan & China

Cisco Systems Inc.

  • Expertise in operating strategy, M&A, innovation and digitization
  • Global perspective and deep knowledge of Asian markets

An Independent Board Aligned with Our Strategies

We are committed to maintaining a diverse, well-rounded and independent board. The Board is committed to diversity and inclusion at the Board level and throughout the company and its leadership.

In July 2018, the Board amended the charter of the Corporate Governance Committee to formally confirm its commitment to the consideration of diversity in the process of identifying director candidates. Specifically, the Corporate Governance Committee will take reasonable steps to include diverse candidates with respect to gender, ethnicity, race, nationality, age, skills and experience in the context of the needs of the Board in the pool of potential candidates for consideration.

stanley black & decker board member infographic
Gender & Racial/
Ethnic Diversity*
33% 50% 17% Are Women of Directors Are Diverse Are Racially/Ethnically Diverse**
Global
Experience*(a)
of Directors 58%
CEO
Experience*
of Directors 67%

*As of 2021 Proxy

**Director self-identification of Race/Ethnicity:
1 African American
1 Asian

(a) Our directors whose global experience includes living outside the U.S. and/or who hold dual citizenship

Board of Directors Experience Matrix*

Skills and Experience Andrea J. Ayers George W. Buckley Patrick D. Campbell Carlos M. Cardoso Robert B. Coutts Debra A. Crew Michael D. Hankin James M. Loree Dmitri L. Stockton Jane M. Palmieri Mojdeh Poul Irving Tan
Skills and Experience
Active Executive experience provides current insight into the best practices and challenges of leading a complex organization.
CEO experience provides insight into leading a complex organization like ours with transparency and integrity.
Public Company/Corporate Governance experience furthers our goals of transparency, protection of shareholder interests and implementation of best practices in corporate governance.
Corporate Social Responsibility experience is important in managing risk and furthering long-term value creation for shareholders by operating in a sustainable and responsible manner.
Digital experience is relevant to understanding and evaluating the company’s efforts in areas such as eCommerce, and data and analytics.
Finance/Capital Allocation experience enables effective monitoring of the company’s financial reporting and control environment; assessment of its financial performance; oversight of mergers and acquisitions; and ensuring appropriate shareholder return.
Legal/Regulatory/Government Affairs experience enhances understanding of legal matters and public policy issues.
Human Capital experience is relevant to effective review of our efforts to recruit, retain and develop top talent.
Product Development experience provides insight into ideation, research and development, and commercialization of products and services.
Manufacturing/Logistics/Supply Chain experience enhances the Board’s ability to oversee cost-effective, technology-driven manufacturing and logistics processes.
Global Operations experience facilitates assessment of the company’s complex, international operations.
M&A and Corporate Strategy experience provides insight into assessing M&A opportunities for a strategic fit, strong value creation potential and clear execution capacity.
Risk Management experience is important to the identification and mitigation of significant risks.
Innovation/Technology/Cybersecurity experience enhances the Board’s ability to appraise our progress in executing the strategy of becoming known as one of the world’s leading innovators.
Sales/Marketing/Brand Management experience provides insights into the sales and marketing process and increasing the perceived value of our brands in the marketplace.

*As of 2021 Proxy

Board Committees

Our Board administers its strategic planning and risk oversight function as a whole and through its Board committees. It is the policy of the Board that every member of the audit, corporate governance, compensation and finance and pension committees should be independent. Board committees include the following:


Audit Committee

Patrick D. Campbell (C)
George W. Buckley
Michael D. Hankin
Mojdeh Poul
Dmitri L. Stockton
Irving Tan


Corporate Governance Committee

Carlos M. Cardoso (C)
Robert B. Coutts
Jane M. Palmieri
Mojdeh Poul
Dmitri L. Stockton
Irving Tan


Compensation and Talent Development Committee

Andrea J. Ayers (C)
George W. Buckley
Patrick D. Campbell
Robert B. Coutts
Debra A. Crew


Finance and Pension Committee

Michael D. Hankin (C)
Andrea J. Ayers
Carlos M. Cardoso
Debra A. Crew
Jane M. Palmieri


Executive Committee

George W. Buckley (C)
Andrea J. Ayers
Patrick D. Campbell
Carlos M. Cardoso
Michael D. Hankin
James M. Loree

(C) denotes committee chairperson