Donald Stebbins

About Donald J. Stebbins

Independent director at Snap-on Incorporated since January 2015; age 67. Retired in 2018 as President and CEO (and director) of Superior Industries International (aluminum wheels), after earlier roles as Chairman, President and CEO of Visteon, and CFO/COO roles at Lear Corporation. Education: B.S. in Finance (Miami University) and MBA (University of Michigan). Also serves on the board of Kaiser Aluminum Corporation .

Past Roles

External Roles

Board Governance

• Independence: Board affirmatively determined Stebbins is independent under NYSE standards .
• Committees: Audit Committee member (with Nathan J. Jones as Chair and Ruth Ann M. Gillis); the Board determined each Audit Committee member, including Stebbins, qualifies as an “audit committee financial expert” under SEC rules .
• Engagement: Audit Committee met eight times in fiscal 2024; scope includes financial reporting integrity, auditor oversight, internal audit, compliance, and quarterly risk reviews (including cyber) .
• Attendance: Board met seven times in fiscal 2024; all directors met at least 75% attendance thresholds (only Mr. Holden missed one set due to illness). All directors attended the 2024 Annual Meeting except Mr. Jones, implying Stebbins attended both Board/committee meetings at required levels and the Annual Meeting .
• Board structure: Combined Chair/CEO with an independent Lead Director (Mr. Holden) who presides over executive sessions of non-management directors .
• Time-commitment policy: Max four public boards for non-CEO directors; Audit Committee members generally limited to serving on not more than two other public company audit committees; Board reports all directors are in compliance .

Fixed Compensation (Director)

• Non-employee director fee framework: $110,000 annual cash retainer; Audit Chair $22,500, Audit members $12,500; Governance Chair $12,500; Comp Chair $15,000; non-chair members of Governance/Comp $5,000; Lead Director $30,000; no meeting attendance fees .
• Fee delivery/deferral: Directors may elect to receive up to 100% of fees in cash or SNA shares under the Directors’ Fee Plan and may defer cash or shares; deferred cash credited at market rates (avg 5.20% in 2024); dividends on deferred shares reinvested .

Performance Compensation (Director Equity)

Directors receive time-based restricted stock; the program does not use performance metrics (e.g., TSR, EBITDA) for director equity, and Snap-on’s plan enforces minimum vesting periods (≥3 years for time-based RS/RSUs; ≥1 year for options/PSUs) across equity plans .

Other Directorships & Interlocks

Expertise & Qualifications

• CEO and CFO experience at major automotive suppliers (Visteon CEO; Lear CFO/COO), aligning with Snap-on’s industrial and manufacturing focus .
• Audit Committee financial expert; brings financial reporting and compliance oversight depth .
• Global operations and manufacturing expertise; M&A and strategy development experience highlighted in Board matrix .

Equity Ownership

Recent Insider Transactions (Form 4)

Governance Assessment

• Positives/signals:

  • Independent director with CEO/CFO pedigree and designated audit committee financial expert; sits on Audit Committee that met eight times in 2024, indicating substantive oversight cadence .
  • Strong alignment: annual equity in restricted stock with minimum vesting, ownership guidelines at 5x retainer (met), and explicit prohibitions on hedging/pledging .
  • Attendance and engagement: met ≥75% meeting threshold; attended 2024 Annual Meeting (all directors except Mr. Jones) .
  • No related-party transactions or Section 16 issues noted for Stebbins; 2024 RPTs limited to certain employee relatives; a single late Form 4 involved another executive (Arregui) .

• Watch items:

  • External board load appears modest (two total public boards per matrix, consistent with Snap-on’s cap of four), but continued monitoring of time commitments is prudent given Audit Committee responsibilities .

Director Compensation (Detail)

Board Governance (Structure/Policies)

Other Directorships & Interlocks

Compliance & Related-Party

No RED FLAGS identified for Stebbins: no RPT exposure, no hedging/pledging permitted, clean attendance record, and alignment through equity and ownership guidelines .