Dudley Lehman
Snap-onAbout W. Dudley Lehman
W. Dudley Lehman, age 73, has served as an independent director of Snap-on Incorporated since May 2003 (22 years of service as of 2025). He retired in 2006 as Group President of Kimberly-Clark Corporation, previously leading the Business-to-Business and Infant & Child Care sectors. He holds a B.A. in Political Science from the University of North Carolina at Chapel Hill and an MBA from Wake Forest University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kimberly-Clark Corporation | Group President; previously Group President – Business to Business; Group President – Infant & Child Care | Retired 2006 | Senior operating leadership across global consumer and B2B product lines |
| Snap-on Incorporated | Director | 2003–present | Long-tenured independent director bringing operations, manufacturing, and strategy expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed; total public company boards for Lehman = 1 (Snap-on) |
Board Governance
- Independence: The Board determined Mr. Lehman is independent under NYSE standards and company categorical standards .
- Committee assignments: Member, Organization and Executive Compensation Committee (not Chair). Current committee composition: Daniel (Chair), Lehman, Sherrill .
- Attendance and engagement: The Board met seven times in fiscal 2024; all directors attended at least 75% of Board/committee meetings except one director (Holden) due to illness; all directors attended the 2024 Annual Meeting except Jones. Lehman thus met attendance expectations .
- Lead Independent Director: James P. Holden (since 2009); independent directors meet in executive sessions presided over by the Lead Director .
Fixed Compensation
- Structure (FY2024):
- Annual cash retainer: $110,000
- Committee membership fees: $5,000 for Organization & Executive Compensation (non-chair)
- Annual equity grant: $170,000 in restricted stock; 599 shares granted on Feb 15, 2024 (time-vested; restrictions generally lapse at first anniversary, death/disability, or change in control) .
Director compensation (amounts actually reported under ASC 718 for FY2024)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $115,000 |
| Stock Awards (grant date fair value under ASC 718) | $161,131 |
| All Other Compensation (primarily dividends/dividend equivalents on director equity) | $123,026 |
| Total | $399,157 |
Trend snapshot (older → newer)
| Year | Fees Earned ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2021 | $105,000 | $144,696 | $82,266 | $331,962 |
| 2024 | $115,000 | $161,131 | $123,026 | $399,157 |
Notes:
- “All Other Compensation” for directors includes cash dividends and dividend equivalents on outstanding director equity to the extent not reflected in grant-date fair value .
Performance Compensation
- No performance-conditioned compensation is disclosed for non-employee directors. The annual equity grant consists of time-based restricted stock; there are no performance metrics applied to director equity .
Other Directorships & Interlocks
- Total current public company boards: 1 (Snap-on only) .
- No interlocks or overlapping directorships with disclosed Snap-on customers/suppliers identified in the proxy. Related-party transaction disclosures in recent proxies list items unrelated to Mr. Lehman; the Board reaffirmed his independence .
Expertise & Qualifications
- Board skills matrix flags Lehman for: Snap-on industry/market knowledge; global business experience; manufacturing; sales; marketing; product innovation/development; operations; strategy development; executive compensation; leadership development .
- Not designated as an “audit committee financial expert” in the matrix .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficial Ownership (shares) | 12,072; less than 1% of outstanding |
| Unvested Director Equity (as of FY-end) | 15,936 shares of stock that have not vested |
| Legacy RSUs vesting upon Board departure | 9,607 RSUs |
| Director stock ownership guideline | 5× annual cash retainer; all nine non-employee directors currently meet the guideline |
| Hedging/Pledging | Prohibited for directors (anti-hedging and anti-pledging policy) |
Compensation Committee Analysis
- Committee composition: Karen L. Daniel (Chair), W. Dudley Lehman, Gregg M. Sherrill .
- Consultant and independence: The Committee retains an independent advisor (Semler Brossy); no conflicts of interest identified in 2024 .
- Peer group and market positioning: Compensation peer group includes AMETEK, Dover, Fortive, IDEX, Rockwell, Roper, Stanley Black & Decker, Timken, Xylem, and others; target total direct compensation for executives generally between the 50th–75th percentiles; director compensation structure follows Board policy (retainers + time-based equity) .
Governance Assessment
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Strengths
- Long tenure with deep operating background (Kimberly-Clark) in manufacturing/operations; adds practical oversight capability .
- Independent status and active service on the Organization & Executive Compensation Committee .
- Robust governance policies: anti-hedging/pledging; clawbacks aligned with SEC/NYSE; regular executive sessions; clear ownership guidelines (met) .
- Shareholder alignment signals: high Say-on-Pay approval (93% in 2024), indicating broad investor support for pay programs overseen by his committee .
-
Potential Watch Items
- “All Other Compensation” reflects sizeable dividend/dividend-equivalent flows tied to substantial outstanding director equity (common for long-tenured directors); investors may monitor absolute equity accumulation vs. ongoing independence perceptions .
- No disclosed external public boards beyond Snap-on (neutral to positive for time commitment; fewer potential interlocks) .
-
RED FLAGS
- None identified specific to Mr. Lehman: no related-party transactions disclosed; independence affirmed; pledging/hedging prohibited; no option repricing; no director meeting fee anomalies .
Bottom line: Lehman is a long-tenured, independent director with relevant operating and compensation oversight experience, solid attendance, and meaningful equity alignment under strict anti-hedge/pledge and ownership policies. The compensation structure for directors (cash retainer + time-based equity) is standard; no conflicts or governance outliers pertaining to Lehman were disclosed .