SNAP ON INC (SNA)
Sector: Industrials
2026 Annual Meeting Analysis
SNAP ON INC · Meeting: April 30, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Adams has relevant industrial/defense executive experience, meets independence standards, attended all meetings, holds only 1 public board seat, and SNA's 3-year TSR of +61% outperforms the peer median of +37.3% by +23.7pp — well below the 50pp threshold required to trigger a No vote given SNA's strong positive absolute TSR.
Daniel is a CPA and former CFO with strong financial expertise, chairs the compensation committee, is independent, holds 2 public board seats, attended all meetings, and the TSR outperformance trigger does not apply.
Gillis is a former CFO with demonstrated financial expertise qualifying as an audit committee financial expert, is independent, holds 3 public board seats (within the 4-board limit), attended all meetings, and the TSR trigger does not apply.
Holden has extensive automotive industry CEO experience and serves as Lead Director since 2009; his family member employed by the company is not an executive officer and the board has determined this does not affect his independence, he holds 1 public board seat, attended all meetings, and the TSR trigger does not apply.
Jones is a former CFO and treasurer with strong financial expertise qualifying as audit committee financial expert, is independent, chairs the Audit Committee, holds 1 public board seat, attended all meetings, and the TSR trigger does not apply.
Knueppel has relevant manufacturing and industrial CEO experience, is independent, holds 1 public board seat, attended all meetings, and the TSR trigger does not apply.
Lehman has relevant consumer and industrial products executive experience, is independent, holds 1 public board seat, attended all meetings, and the TSR trigger does not apply.
Pinchuk is the sitting CEO serving on the board per company tradition; he holds only 1 public board seat (well within the 2-board limit for sitting CEOs), attended all meetings, and SNA's 3-year TSR of +61% outperforms the peer median by +23.7pp — well below the 50pp trigger threshold — so no TSR-based No vote is warranted independently of the Say on Pay recommendation.
Sherrill has relevant automotive and industrial CEO experience, is independent, holds 1 public board seat (recently exited Allstate board), attended all meetings, and the TSR trigger does not apply.
Stebbins has relevant automotive manufacturing CEO and CFO experience, is independent, serves on the Audit Committee, holds 2 public board seats, attended all meetings, and the TSR trigger does not apply.
All 10 director nominees pass the policy screens: SNA's 3-year TSR of +61% outperforms the compensation peer group median of +37.3% by +23.7 percentage points, which is well below the 50pp underperformance threshold required to trigger a No vote given the company's strong positive absolute TSR. No director exceeds the overboarding limits, all attended at least 75% of meetings, audit committee members have demonstrated financial expertise, and no problematic independence or familial-control issues were identified. The board discloses a skills matrix. Recommend FOR all 10 nominees.
Say on Pay
✓ FORCEO
Nicholas T. Pinchuk
Total Comp
$10,138,217
Prior Support
96%%
The prior Say on Pay vote received approximately 96% shareholder support, indicating strong shareholder approval of the pay program. The CEO's total compensation of approximately $10.1 million is reasonable for a large-cap industrial company of Snap-on's size and complexity, and the pay structure is heavily performance-weighted — roughly 74% of the CEO's target compensation is variable (PSUs at 60%, stock options at 20%, and RSU at 20% of equity), with PSUs vesting based on measurable three-year revenue growth and return-on-assets targets. Pay-for-performance alignment is evident: the 2023–2025 performance stock awards vested at only 69.7% of target due to missed revenue goals, annual incentive payouts in 2025 ranged from just 25–45% of target reflecting below-threshold financial results, and SNA's 3-year TSR of +61% outperforms the compensation peer group median of +37.3%, confirming that above-peer incentive structure is justified by above-peer shareholder returns. The company also has a meaningful clawback policy covering all elements of incentive compensation.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
24 yrs
Audit Fees
$5,700,000
Non-Audit Fees
$2,174,000
Deloitte has served as Snap-on's auditor since 2002 — approximately 24 years — which is just below the 25-year tenure threshold that would trigger a No vote, so no tenure concern fires. Non-audit fees (tax services of $2,104,000 plus other fees of $16,000 plus audit-related fees of $54,000 totaling $2,174,000) represent approximately 38% of audit fees ($5,646,000), well below the 50% threshold. Deloitte is a Big 4 firm appropriate for a $19B market cap industrial company, and no material financial restatements were identified.
Overall Assessment
Snap-on's 2026 annual meeting ballot contains three standard proposals: director elections, auditor ratification, and Say on Pay. All three receive a FOR recommendation — the director slate is clean with no overboarding, attendance, or TSR concerns (SNA outperforms its compensation peer group over 3 years), Deloitte's non-audit fee ratio is well within acceptable limits and tenure is just under the policy threshold, and the executive pay program is strongly performance-oriented with documented pay reductions in a year of below-target financial results.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing