Henry Knueppel
Snap-onAbout Henry W. Knueppel
Independent director at Snap-on Incorporated since September 2011; age 76. Former Chairman and CEO of Regal Beloit Corporation; previously President/COO and EVP at Regal. Served as a director of WEC Energy Group, Inc. until 2021 and Regal Beloit until 2019. Education: BA in Economics (Ripon College) and MBA (University of Wisconsin–Whitewater) . The Board’s skills matrix marks him independent and highlights extensive manufacturing, operational, and financial expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Regal Beloit Corporation | Chairman & CEO; previously President/COO; EVP | Retired 2011; director until 2019 | Manufacturing and operations leadership; CEO experience |
External Roles
| Organization | Capacity | Tenure | Notes |
|---|---|---|---|
| WEC Energy Group, Inc. | Director | Until 2021 | Prior public company board service |
| Regal Beloit Corporation | Director | Until 2019 | Prior public company board service |
| Total public company boards (current) | — | — | Matrix shows total boards = 1 (includes Snap-on) |
Board Governance
| Item | Detail |
|---|---|
| Independence | Affirmed independent under NYSE and Company categorical standards |
| Committees | Corporate Governance & Nominating Committee member (Adams—Chair; Holden; Knueppel); met 4 times in FY 2024 |
| Audit Committee | Not a member; Audit Committee members: Jones—Chair; Gillis; Stebbins |
| Compensation Committee | Not a member; Compensation members: Daniel—Chair; Lehman; Sherrill |
| Board Meetings | Board met 7 times in FY 2024; all directors attended ≥75% of Board/committee meetings (Holden missed one set due to illness) |
| Annual Meeting Attendance | All directors attended 2024 Annual Meeting except Jones; implies attendance by Knueppel |
| Lead Independent Director | Holden (since 2009) |
| Executive Sessions | Regularly scheduled sessions of non-management directors; Lead Director presides |
| Time Commitments Policy | Directors limited to ≤4 public boards (≤2 if public company CEO/executive); audit members generally ≤2 other audit committees; all directors in compliance |
| Governance Docs | Corporate Governance Guidelines; committee charters; Code of Business Conduct and Ethics available on website |
Fixed Compensation
| Component (FY 2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | 110,000 | Standard retainer |
| Committee membership fee (CG&N; non-chair) | 5,000 | Member fee |
| Total fees earned (Knueppel) | 115,000 | Reported in Director Compensation table |
| All other compensation (dividends, dividend equivalents) | 29,737 | Includes cash dividends/dividend equivalents |
| Meeting fees | 0 | No Board/committee meeting attendance fees |
| Reimbursements/benefits | — | Travel expense reimbursement; optional medical plan participation at full premium; tool purchase discount up to $5,000/year |
Performance Compensation
| Equity Award (FY 2024) | Detail |
|---|---|
| Restricted stock grant | 599 shares granted 2/15/2024; grant-date fair value $161,131; restrictions lapse at earliest of first anniversary, death/disability, or change of control; full voting rights and cash dividends |
| Outstanding unvested stock (year-end) | 3,852 shares of stock that have not vested |
| Award structure | Director equity is time-based (no performance metrics); directors can elect fee receipt in stock or cash; deferrals available under Directors’ Fee Plan; deferred cash credited at average 5.20% in FY 2024 |
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Related-party transactions | None disclosed for Knueppel; Company discourages conflicted transactions and requires Audit Committee advance review of any such matters |
| Family employment | Not disclosed for Knueppel; disclosed relatives employed for other insiders (e.g., Holden) do not affect independence under categorical standards |
| Interlocks | None disclosed (no compensation committee interlocks noted) |
Expertise & Qualifications
- Manufacturing, operations, product innovation/development, and CEO experience; marked “Qualified Financial Expert” in Board matrix .
- Experience spans global business, M&A, strategy development, and executive compensation oversight .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership | 12,110 shares; <1% of outstanding |
| Unvested stock awards (year-end) | 3,852 shares |
| RSUs vesting after departure | 3,253 shares previously granted; vest post-Board departure |
| Ownership guidelines (directors) | Required ≥5× annual cash retainer within 5 years of start of next calendar year after election; all nine non-employee directors meet guidelines |
| Anti-hedging/pledging | Prohibited for directors and executives (no collars, swaps, pledges/margin accounts, short sales) |
Governance Assessment
- Positive signals: Independence affirmed; active role on Corporate Governance & Nominating Committee; ≥75% attendance and Annual Meeting participation; clear anti-hedging/pledging prohibitions; director ownership guidelines met; no related-party transactions involving Knueppel disclosed .
- Alignment: Regular time-based equity grant (599 shares) and dividend equivalents support ownership alignment; beneficial ownership of 12,110 shares plus legacy RSUs; guidelines require ≥5× retainer and are met across non-employee directors .
- Compensation governance: No meeting fees or perquisite-heavy benefits; fee and equity framework is standard; fees reflect committee service; equity is not performance-conditioned (appropriate for directors) .
- Board effectiveness context: Board met 7 times; structured committee oversight of risk/ESG/compensation; Lead Independent Director structure in place; strong say‑on‑pay support (93%) suggests investor confidence in broader compensation practices .
- Red flags: None specific to Knueppel disclosed (no pledging/hedging, no related-party dealings, no attendance shortfalls) .