STANLEY BLACK & DECKER INC (SWK)
Sector: Industrials
2026 Annual Meeting Analysis
STANLEY BLACK & DECKER INC · Meeting: April 24, 2026
Directors FOR
3
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Allan has served since 2022 (approximately 4 years), giving him full overlap with the 3-year underperformance period; SWK's stock returned roughly flat (-0.2%) while the company's own compensation peers returned a median of +45.5% over the same period — a gap of 45.7 percentage points, well above the 20-point trigger for companies with negative or near-zero absolute returns, and the 5-year record (-57.2% vs. peers' +56.8%) shows no mitigating longer-term track record.
Carter has served since 2023 (approximately 3 years), covering the full underperformance window; SWK trailed its peer group median by 45.7 percentage points over 3 years against a 20-point trigger threshold, and the 5-year data provides no mitigant as underperformance is even more severe over that horizon.
Crew has served since 2013 (approximately 13 years), with full overlap over the 3-year underperformance period and the entire 5-year period; SWK's stock fell 57.2% over 5 years while peers gained a median of 56.8%, a gap of 114 percentage points that eliminates any possibility of a 5-year mitigant.
Garrison joined in 2024 and has served approximately 2 years, covering more than half of the 3-year underperformance window; the 45.7-point gap versus peers well exceeds the 20-point trigger, and while he joined during a period of already-established underperformance, his tenure overlap is sufficient to warrant an against vote under policy.
Hankin has served since 2016 (approximately 9 years), with complete overlap over both the 3-year and 5-year underperformance periods; the 5-year TSR gap of 114 percentage points versus peers eliminates any 5-year mitigant.
Manning has served since 2022 (approximately 4 years), covering the full 3-year underperformance period; SWK's 3-year TSR trailed the company-disclosed peer median by 45.7 percentage points against a 20-point trigger, and the 5-year record provides no mitigant.
Mitchell has served since 2022 (approximately 4 years), with full overlap over the 3-year underperformance period; the peer-relative TSR gap of 45.7 percentage points far exceeds the 20-point trigger, and the deeper 5-year underperformance of 114 percentage points versus peers confirms no mitigating longer-term track record.
Palmieri has served since 2021 (approximately 5 years), with full overlap over both the 3-year and 5-year underperformance periods; SWK's stock lost 57.2% over 5 years while its peer group gained a median of 56.8%, a gap that both triggers and confirms there is no 5-year mitigant.
For Analysis
Nelson joined the board in October 2025, less than 24 months ago, and is therefore exempt from the stock performance trigger under policy; no other disqualifying factors were identified.
Laschinger joined the board in November 2025, less than 24 months ago, and is therefore exempt from the stock performance trigger under policy; no other disqualifying factors were identified.
O'Kelly joined the board in January 2026, less than 24 months ago, and is therefore exempt from the stock performance trigger under policy; note that as a sitting CEO of Advance Auto Parts, the policy allows one outside board seat, and SWK is his only outside seat, so no overboarding concern applies.
The TSR underperformance trigger fires for 8 of the 11 director nominees. SWK's 3-year stock return of approximately -0.2% trailed the company's own compensation peer group median of +45.5% by 45.7 percentage points, well above the 20-point threshold that applies when absolute returns are negative or near zero. The 5-year record (-57.2% for SWK versus +56.8% peer median, a 114-point gap) provides no mitigating longer-term track record, so no downgrade from AGAINST to FOR is warranted for any qualifying director. Three newer directors — Nelson, Laschinger, and O'Kelly — are exempt because they joined within the past 24 months and have not had a reasonable opportunity to influence results.
Say on Pay
✓ FORCEO
Donald Allan, Jr.
Total Comp
$14,485,454
Prior Support
79%%
The prior year Say on Pay received 79% support, above the 70% threshold that would require demonstrated remediation efforts. Pay mix is strongly performance-oriented — 87% of the CEO's target compensation was variable and tied to financial goals or stock price — and the incentive programs functioned as designed: the annual bonus paid out at only 66.8% to 72.3% of target and the three-year performance stock awards paid out at just 19.2% of target, directly reflecting the company's below-target financial results and poor stock performance. While the compensation peer group skews significantly larger than SWK (peer median market cap of $51.8 billion versus SWK's $11.8 billion, which can inflate reference points), the actual incentive payouts were substantially reduced, demonstrating that the variable pay structure is genuinely at risk and aligned with shareholder experience.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The auditor fee table with specific dollar amounts was not included in the provided filing excerpt, so the non-audit fee ratio trigger cannot be evaluated; EY's tenure is not explicitly stated in the proxy so the tenure trigger does not fire per policy; no material restatements are disclosed; and EY is a Big 4 firm appropriate for a company of SWK's size and complexity, so the default FOR vote applies.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Shareholder Proposal Requesting an Independent Board Chairman
An independent board chairman is a legitimate governance improvement, and under normal circumstances this type of structural proposal would receive serious consideration. However, the company has already made a binding, publicly announced commitment to return to an independent Chair on October 1, 2026 — less than six months after the annual meeting — when Donald Allan retires and Debra Crew, the current Lead Independent Director, assumes the Chair role. Voting FOR this proposal would impose a requirement the company has already committed to fulfill on a specific and imminent timeline, making the shareholder proposal effectively moot; the concrete and near-term remediation warrants a FOR vote against the proposal.
Overall Assessment
The most significant issue at this annual meeting is severe and sustained stock price underperformance — SWK's shares returned nearly nothing over three years while the company's own peer group gained a median of 45.5%, and the five-year record is even worse, with SWK down 57% versus peers up 57%. This triggers AGAINST votes for 8 of 11 director nominees (the three newest directors are exempt), while Say on Pay receives a FOR given that incentive payouts were substantially cut to reflect actual results and the prior year received 79% support.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing