Aldo Pagliari
Snap-onAbout Aldo Pagliari
Aldo J. Pagliari is Senior Vice President–Finance and Chief Financial Officer of Snap‑on Incorporated, serving as CFO since 2010; he was age 70 as of FY 2024 and is one of the company’s executive officers with a long tenure overseeing finance, Snap‑on Credit, funding and investor relations strategies . Under his financial stewardship, Snap‑on delivered net sales of $4.73B in 2023 (+5.3% YoY) and $4.71B in 2024 (−0.5% YoY), with diluted EPS rising to $18.76 in 2023 and $19.51 in 2024; five‑year TSR rose from $100 to $228.34 by 2024, reflecting disciplined operating performance and capital allocation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Snap‑on Incorporated | Senior Vice President–Finance and Chief Financial Officer | 2010–present | Oversees corporate finance, Snap‑on Credit profitability and funding/investor relations strategies; drives runways for growth and improvement including RCI and ESG efforts |
External Roles
No external public company directorships or external roles disclosed for Pagliari in the referenced filings.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $578,435 | $609,837 | $648,033 |
| Target Bonus (% of Base) | 75% | 75% | 75% |
| Actual Annual Incentive Paid ($) | $553,190 | $588,945 | $319,810 |
| Stock Awards (Grant‑date fair value, $) | $1,221,548 | $1,340,770 | $1,236,862 |
| Option/SAR Awards (Grant‑date fair value, $) | $411,241 | $427,484 | $432,486 |
| Change in Pension Value ($) | $169,117 | $169,066 | $189,640 |
| All Other Compensation ($) | $83,167 | $101,369 | $244,015 |
| Total Compensation ($) | $3,016,698 | $3,237,471 | $3,070,846 |
Performance Compensation
Annual Incentive Plan Mechanics and Outcomes
| Component | Weighting | Threshold | Target | Maximum | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Operating Income (2023) | 50% combined consolidated metrics | $936.2M | $1,029.8M | $1,170.3M | $1,047.6M | 117.5% (consolidated component) |
| RONAEBIT (2023) | 31.0% | 36.0% | 41.0% | 37.6% | ||
| Operating Income (2024) | 50% combined consolidated metrics | $1,044.7M | $1,138.7M | $1,305.9M | $1,074.0M | 61.6% (consolidated component) |
| RONAEBIT (2024) | 33.0% | 38.0% | 43.0% | 37.2% |
- Personal Strategic Business Goals (50% of annual incentive): Pagliari’s goals included advancing acquisitions, RCI and ESG, strengthening the finance team, and Snap‑on Credit performance/funding; payout was 140% in 2023 and 70% in 2024 .
Long‑Term Incentive Plan (PSUs) – Design and Results
| PSU Plan | Metrics | Threshold | Target | Maximum | Actual | Earned (% of Target) | Vesting/Period |
|---|---|---|---|---|---|---|---|
| 2022–2024 | Sales (FY2024) & 3‑yr avg RONAEBIT | Sales: $4,659M; RONAEBIT: 19.0% | Sales: $4,866M; RONAEBIT: 24.0% | Sales: $5,078M; RONAEBIT: 38.0% | Sales: $4,707M; RONAEBIT: 36.9% | 107.8% | Feb 2025 certification |
| 2024–2026 | Sales CAGR & RONAEBIT vs WACC | 25% vest at threshold | 100% at target | 200% at max | In‑progress (between threshold and target at FY2024) | N/A | 3‑year, shares settle at vest |
- Pagliari 2024 grants: 3,065 PSUs (target), 1,533 RSUs (3‑year cliff), 7,106 options (3‑year ratable vest; $269.00 strike; 10‑year term) .
- Pagliari 2023 grants: 3,586 PSUs (target), 1,793 RSUs, 7,850 options at $249.26 strike .
Equity Ownership & Alignment
| Ownership Metric | FY 2024 | FY 2025 |
|---|---|---|
| Beneficially Owned Shares (#) | 296,339 (incl. options exercisable within 60 days) | 274,989 (incl. options exercisable within 60 days) |
| Ownership as % of Outstanding | <1% | <1% |
| Options Exercisable within 60 Days (#) | 203,156 | 167,893 |
| RSUs Outstanding (counts at FY end) | 1,924; 1,793; 1,533 | N/A |
| PSUs Outstanding (target counts at FY end) | 4,147; 3,586; 3,065 | N/A |
Additional alignment policies and activity:
- Executive stock ownership guidelines: executives required to hold 1–4x base salary; all executives met guidelines as of Aug 2024 .
- Anti‑hedging and anti‑pledging: prohibits hedging, pledging, margin accounts, and short sales for directors and executive officers .
- 10b5‑1 plan: Pagliari adopted a Rule 10b5‑1 plan on October 22, 2024, through February 10, 2026, covering exercises of vested options expiring in Feb 2026 and sales to cover exercise price/tax, with retention of remaining shares (aggregate up to 35,000 securities) .
- 2024 realized activity: exercised 34,000 options ($5,157,857 realized) and vested 11,683 shares ($3,127,373 realized) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Change‑of‑Control Agreement | Double trigger; severance equals 2×(base salary + 3‑yr average bonus), 2 years of benefits continuation, 2 years pension credit and 401(k) match; accelerated vesting only upon termination following CoC; payments reduced to avoid excise tax; no tax gross‑ups . |
| Potential CoC Payments (Pagliari) | Severance $2,290,465; Pension Enhancement $407,997; Early Vesting of Options $1,517,854; Early Vesting of Stock Awards $5,901,162; Other $46,573; Total $10,164,051 . |
| Clawbacks | SEC/NYSE‑mandated clawback for erroneously awarded compensation (3‑year recovery period); broader company policy covering cash/equity incentive awards in case of misconduct or restatement . |
| Retirement & Deferred Comp | Pension Plan PVAB $588,561; Supplemental Plan PVAB $1,069,732; credited service 22.1 years . Deferred Compensation: 2024 deferrals $212,039; company match $26,759; earnings $81,269; balance $1,686,076; scheduled withdrawal $59,670 . |
Compensation Structure Notes (pay‑for‑performance, metrics, vesting)
- Annual incentive: 50% consolidated financials (Operating Income and RONAEBIT, with minimum WACC trigger) and 50% personal strategic goals; payouts interpolated between threshold/target/max; consolidated payout was 117.5% for 2023, and 61.6% for 2024, with Pagliari’s personal goals payouts of 140% (2023) and 70% (2024) .
- Long‑term equity mix: PSUs (50% of equity for NEOs), options (25%), RSUs (25%); PSUs tied to 3‑yr revenue CAGR and RONAEBIT vs WACC with 25/100/200% vesting curves; RSUs three‑year cliff; options 3‑yr ratable vest with 10‑year term .
- Governance practices: no perquisites for U.S. execs; no option repricing; no dividend payments on unvested awards; independent consultant; annual Say‑on‑Pay; strong shareholder support (93% approval in 2023 and 2024) .
Performance & Track Record (context to compensation)
| Metric | 2023 | 2024 |
|---|---|---|
| Net Sales ($B) | 4.73 | 4.71 |
| Operating Earnings before Financial Services ($M) | 1,039.9 | 1,068.8 |
| Operating Margin before Financial Services (%) | 22.0% | 22.7% |
| Consolidated Operating Earnings ($M) | 1,310.4 | 1,345.7 |
| Diluted EPS ($) | 18.76 | 19.51 |
| 5‑Year TSR ($100 initial) | $226.27 (to 2023) | $228.34 (to 2024) |
Selected CFO commentary relevant to credit/leverage signals:
- Snap‑on Credit portfolio: Q1 2025 60‑day+ delinquency 2.0% (up 20 bps YoY; flat QoQ) and TTM net losses 3.41% of outstandings; repurchased 260k shares ($87.2M), cash $1.435B, capex ~$100M expected, effective tax rate 22–23% .
- Segment margin commentary in Q2 2025: ongoing pivot to shorter payback items in Tools, improved RS&I margins via mix and RCI .
Compensation Peer Group (benchmarking)
Peer companies used in compensation planning (FY 2025 cycle, Crane Company replacing Crane Holdings, Co.): AMETEK, Crane Company, Donaldson, Dover, Flowserve, Fortive, IDEX, Kennametal, Lincoln Electric, Pentair, Rockwell Automation, Roper Technologies, Stanley Black & Decker, Timken, Xylem .
Equity Ownership Guidelines & Compliance
- Executive ownership guidelines: 1–4× base salary; committee may pay up to 50% of annual incentive in restricted stock if progress insufficient; all executives in compliance at Aug 2024 .
- Directors ownership (for context): 5× annual cash retainer within five years; all non‑employee directors compliant; anti‑hedging and anti‑pledging applies .
Risk Indicators & Red Flags (as disclosed)
- Anti‑hedging/pledging policy mitigates alignment risks; no pledging permitted .
- Clawback policies (SEC‑mandated and broader company) reduce misconduct incentive risk .
- 10b5‑1 plan indicates structured selling around option expirations (expiring Feb 2026), reducing ad‑hoc selling pressure and signaling pre‑planned liquidity events .
- Say‑on‑Pay support ~93% signals broad shareholder acceptance of pay practices .
Investment Implications
- Alignment: High equity mix (PSUs/options/RSUs) with rigorous 3‑year RONAEBIT and revenue CAGR hurdles links Pagliari’s realized pay to operational performance and shareholder returns; anti‑pledging/hedging and ownership guidelines further align incentives .
- Retention Risk: Double‑trigger CoC protections and meaningful unvested equity suggest near‑term retention stability; potential CoC payout of ~$10.2M underscores standard market protections without tax gross‑ups .
- Trading Signals: 10b5‑1 plan and 2024 option exercise/vesting activity indicate expected, programmatic liquidity tied to option expirations into early 2026—monitor for scheduled exercises and related sales coverage rather than discretionary selling spikes .
- Performance Levers: Annual incentive outcomes track Operating Income and RONAEBIT; 2024 consolidated payout moderation (61.6%) versus 2023 (117.5%) reflects macro/operational shifts—watch Snap‑on Credit delinquency/loss trends and segment mix/margins (Tools pivot and RS&I mix) that feed these metrics and future PSU vesting outcomes .