David Adams
Snap-onAbout David C. Adams
David C. Adams, age 71, has served as an independent director of Snap-on since June 2016. He is the retired Executive Chairman (2022) and former CEO/President of Curtiss-Wright Corporation, with prior roles including COO; he holds a B.S. from California State University and an MBA from California Lutheran University . The Board has affirmatively determined Adams is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Curtiss-Wright Corporation | Executive Chairman; Chairman; CEO; President; COO; Vice President; President of Curtiss-Wright Controls, Inc. | Executive Chairman 2021–2022; Chairman from 2015; CEO 2013–2021; President 2012–2021; Director until 2023 | Led transformation of a global engineered products enterprise; extensive operations, M&A, and strategy experience |
| Snap-on Incorporated | Independent Director | Director since June 2016 | Brings qualified financial expert credentials and CEO/manufacturing/operations expertise to the Board |
External Roles
| Company | Current Role | Committee Positions | Notes |
|---|---|---|---|
| Snap-on Incorporated | Director | Chair, Corporate Governance & Nominating Committee | Total current public company boards: 1 (matrix indicates Adams holds one public board; as of 2025 his prior Curtiss-Wright directorship ended in 2023) |
Board Governance
- Committee assignments: Adams chairs the Corporate Governance & Nominating Committee (members: Adams [Chair], Holden, Knueppel), which met four times in fiscal 2024 .
- Audit and Compensation committees: Audit Committee met eight times in fiscal 2024 (members: Jones [Chair], Gillis, Stebbins); Organization & Executive Compensation Committee met four times (members: Daniel [Chair], Lehman, Sherrill) .
- Attendance and engagement: The Board met seven times in fiscal 2024; all directors attended at least 75% of Board and committee meetings except Holden (missed one set due to illness). All directors attended the 2024 Annual Meeting except Jones, who had a personal matter .
- Independence: The Board determined Adams is independent under NYSE and company categorical standards; categorical independence standards are codified in Appendix A .
- Lead Independent Director: Holden serves as Lead Director and presides over executive sessions of non-management directors .
- Director time commitments: All directors, including Adams, are in compliance with limits on external board service and audit committee memberships per Corporate Governance Guidelines .
Fixed Compensation
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Standard non-employee director retainer |
| Committee chair fee (Corporate Governance & Nominating) | $12,500 | Chair fee schedule (CG&N: $12,500; Audit: $22,500; Comp: $15,000) |
| Additional committee membership fees | $0 | CG&N/Comp members $5,000; Audit members $12,500 (not applicable beyond chair for Adams) |
| Meeting fees | $0 | Snap-on does not pay meeting attendance fees |
| Fees earned or paid in cash (Adams) | $122,500 | Sum of retainer + chair fee |
| All other compensation (Adams) | $4,624 | Dividends/dividend equivalents on director equity |
Perquisites and deferrals:
- Directors may elect to receive up to 100% of fees in cash or shares under the Directors’ Fee Plan, with optional deferral into a cash/share account. Deferred cash earned market-based rates averaging 5.20% in FY 2024; dividends on deferred shares are reinvested .
- Eligible non-employee directors can participate in company medical plans (paying full premiums) and have access to employee tool purchase discounts up to $5,000 annually .
Performance Compensation
| Award Detail (FY 2024) | Grant Date | Shares/Units | Grant-Date Fair Value | Pricing Basis | Vesting/Restrictions |
|---|---|---|---|---|---|
| Restricted stock (annual grant) | Feb 15, 2024 | 599 shares | $161,131 | Fair value uses closing price on grant date ($269.00); shares based on 30-day average ($283.39) | Lapse on earliest of first anniversary, death/disability, or change of control under the 2011 Plan; voting rights and cash dividends accrue |
Notes:
- No options, PSUs, or performance metrics are disclosed for non-employee directors; equity grants are time-based and not contingent on financial/ESG metrics .
Other Directorships & Interlocks
| Organization | Role | Overlap/Interlock | Potential Conflict Assessment |
|---|---|---|---|
| Curtiss-Wright Corporation | Director (until 2023); Executive Chairman; CEO/President | Prior affiliation; no current public board beyond Snap-on per matrix | No related-party transactions disclosed involving Adams; Board independence affirmed |
Expertise & Qualifications
- Matrix highlights: Qualified Financial Expert; CEO experience; manufacturing expertise; operations; product innovation/development; sales; marketing; global business; M&A; strategy development; executive compensation; leadership development; Snap-on industry knowledge; public company experience .
- Education: B.S. (California State University); MBA (California Lutheran University) .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 7,652 (<1% of outstanding) |
| Ownership notes | Includes 5,854 shares held by spouse in trusts (spouse trustee/beneficiary) |
| Unvested restricted stock (FY-end) | 599 shares outstanding/unvested |
| Stock ownership guidelines | Required to own ≥5× annual cash retainer within five years after start of next calendar year post-election; all nine non-employee directors are currently in compliance |
| Anti-hedging/anti-pledging | Directors subject to policy incorporated in Insider Trading Policy |
Governance Assessment
- Board effectiveness: Adams chairs the Corporate Governance & Nominating Committee, which oversees board structure, director evaluations, ESG oversight updates to the board, and nomination processes—indicating active governance engagement and a central role in board effectiveness .
- Alignment and incentives: Compensation mix emphasizes equity via annual restricted stock grants and optional equity receipt of fees, with robust ownership guidelines (≥5× retainer) and anti-hedging/pledging policy—supporting shareholder alignment .
- Independence and conflicts: Independence affirmed; no related-party transactions disclosed for Adams; Section 16 compliance issues in FY 2024 involved another executive (Arregui) due to third-party error, with no delinquencies for Adams—a clean governance signal .
- Attendance/engagement: Board met seven times in FY 2024; Adams met ≥75% attendance threshold; directors largely attended the Annual Meeting (only Jones absent due to personal matter), suggesting adequate engagement .
- RED FLAGS: None disclosed specific to Adams (no pledging, no related-party transactions, no attendance shortfalls, no Section 16 delinquencies) .
- Say-on-pay context: Board recommends “FOR” NEO compensation in advisory vote, with the Compensation Committee asserting shareholder feedback considerations in future decisions (contextual governance posture) .