Gregg Sherrill
Snap-onAbout Gregg M. Sherrill
Gregg M. Sherrill (age 72) has served on Snap‑on’s Board since December 2010. He is the former Chairman and CEO of Tenneco Inc., with prior senior roles at Johnson Controls and Ford. He holds a B.S. in mechanical engineering (Texas A&M) and an MBA (Indiana University) and currently serves as a director of The Allstate Corporation. He is classified as an independent director and is identified on the Board skills matrix as having CEO experience and “Qualified Financial Expert” credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tenneco Inc. | Chairman & CEO; Executive Chairman; Non‑Executive Chairman | CEO/Chairman: 2007–2017; Exec Chair: 2017–2018; Non‑Exec Chair: 2018–2020 | Led global automotive supplier; governance transition from exec to non‑exec chair |
| Johnson Controls Inc. | Corporate VP; President, Power Solutions | Prior to 2007 | Led battery/power solutions operations |
| Ford Motor Company | Engineering and manufacturing positions | Early career | Engineering/manufacturing operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Allstate Corporation | Director | Current | Only current public company directorship disclosed in SNA proxy |
| Tenneco Inc. | Director | Former; retired 2020 | Retired as director in 2020 |
Board Governance
- Independence: The Board affirmatively determined Sherrill is independent under NYSE standards and the Company’s categorical standards; the matrix also lists him as independent .
- Committee assignments: Member, Organization and Executive Compensation Committee (OECC). Current OECC composition: Karen L. Daniel (Chair), W. Dudley Lehman, Gregg M. Sherrill; met 4 times in fiscal 2024 .
- Attendance/engagement: Board met 7 times in fiscal 2024; all directors attended at least 75% of total Board and committee meetings, except one director (Holden) who missed a set due to illness; all directors (except Jones) attended the 2024 annual meeting .
- Leadership/structure: Lead Independent Director is James P. Holden; independent executive sessions are regularly scheduled .
Fixed Compensation (Director)
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $115,000 | Includes annual retainer and committee/member fees; schedule indicates $110,000 standard retainer; members (non‑chairs) of OECC receive $5,000; Sherrill’s $115,000 total aligns with retainer+membership . |
| Equity grant (restricted stock) | $161,131 (ASC 718 grant‑date fair value) | 599 restricted shares granted Feb 15, 2024; program value $170,000 per director; ASC 718 fair value based on $269.00 close on grant date; restrictions generally lapse on first anniversary, death/disability, or change of control . |
| All other compensation | $39,017 | Includes cash dividends on restricted stock and dividend equivalents on RSUs to extent not in grant‑date FV . |
| Total | $315,148 | Sum of above (per Table 1) . |
Additional director plan features:
- Directors may elect to receive up to 100% of fees in cash or common stock under the Directors’ Fee Plan; deferrals permitted; deferred cash credited at market rates (~5.20% average in 2024) .
- No Board or committee meeting fees; Audit Committee member adders and chair fees disclosed in schedule (Sherrill is not an Audit member) .
Performance Compensation
Non‑employee directors do not receive performance‑conditioned equity (no PSUs or options in the director program); equity is time‑based restricted stock with vesting as noted above. Therefore, there are no quantitative performance metrics tied to Sherrill’s director compensation .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Potential Interlocks/Conflicts |
|---|---|---|---|
| The Allstate Corporation | Director | Not disclosed in SNA proxy | No related‑party transactions disclosed with SNA; Company states no other transactions with directors requiring disclosure in FY2024 . |
| Tenneco Inc. (prior) | Director/Chair roles through 2020 | N/A | Former roles; no current ties disclosed . |
- Related‑party/transactions: Snap‑on reports no FY2024 transactions with directors requiring disclosure beyond specified employee‑family relationships for other individuals; none involve Sherrill .
- Section 16 compliance: Company states directors complied with filing requirements in FY2024 except a late Form 4 for an executive officer (Arregui); no delinquencies attributed to Sherrill .
Expertise & Qualifications
- CEO experience (Tenneco), manufacturing and operations depth; designated “Qualified Financial Expert” on Board skills matrix .
- Automotive sector leadership; global business experience .
- Education: B.S. Mechanical Engineering (Texas A&M); MBA (Indiana University) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 11,175 shares; <1% of outstanding | As of record date Feb 24, 2025 . |
| Shares of stock that have not vested (director awards outstanding) | 5,054 shares | As of fiscal year‑end . |
| RSUs that vest after Board departure (legacy director RSUs) | 4,455 units | Legacy grants vest on Board departure/change of control events per plan terms . |
| Ownership guidelines status | Met | Directors must hold ≥5x annual cash retainer within 5 years; all nine non‑employee directors are in compliance . |
| Hedging/pledging | Prohibited | Insider Trading Policy prohibits hedging, pledging (including margin accounts), and short sales . |
Compensation Committee Analysis (as it relates to Sherrill’s oversight role)
- Composition/independence: OECC comprises independent directors; Sherrill is a member alongside Chair Karen Daniel and W. Dudley Lehman; met 4 times in FY2024 .
- Consultant independence: Semler Brossy is the independent advisor to OECC; Committee determined no conflicts of interest .
- Program features indicating governance quality: double‑trigger change‑of‑control agreements (no tax gross‑ups); explicit clawback policies compliant with SEC/NYSE plus broader internal clawback; prohibition on option repricing; anti‑hedging/pledging; balanced, pre‑set performance metrics for executives; no employment agreements for U.S. executives apart from change‑of‑control .
- Say‑on‑Pay sentiment: 93% support at 2024 annual meeting, indicating strong shareholder approval of executive pay structure overseen by the Committee .
Governance Assessment
- Strengths: Independent status; long operating and CEO experience in relevant industrial/automotive domains; qualified financial expert designation; active role on OECC; strong ownership alignment (guideline met); no related‑party or Section 16 issues; Company maintains robust anti‑hedging/pledging and clawback regimes and received strong Say‑on‑Pay support (93%), all supportive of investor confidence .
- Watch items: None disclosed specific to Sherrill in FY2024. Note that director equity is time‑based (not performance‑based), which is typical for U.S. boards but places greater emphasis on long‑term share ownership and director discretion rather than quantitative performance triggers .
Appendix: Director Compensation Line Item (FY2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Gregg M. Sherrill | $115,000 | $161,131 | $39,017 | $315,148 |