James Holden

About James P. Holden

James P. Holden, age 73, is an independent director of Snap-on Incorporated and has served on the Board since July 2007; he has been the Lead Director since 2009. He spent 27 years in the automotive industry, including 19 years with DaimlerChrysler/Chrysler, and previously served as President and Chief Executive Officer of DaimlerChrysler Corporation (U.S. subsidiary of DaimlerChrysler AG). He holds a B.S. in political science from Western Michigan University and an MBA from Michigan State University .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined Holden is independent under NYSE standards. An immediate family member (his son, Michael G. Holden) is a Snap-on employee with compensation above the disclosure threshold; the relationship is permitted by categorical standards and did not affect Holden’s independence .
• Lead Independent Director: Responsibilities include presiding when the Chairman is absent, setting agendas input, leading executive sessions of independent directors, liaising between independent directors and the Chairman, and meeting shareholders upon request .
• Committees: Member, Corporate Governance and Nominating Committee (Chair: David C. Adams; members: Holden, Henry W. Knueppel). Not a member of the Audit or Organization & Executive Compensation Committees .
• Attendance and engagement: In fiscal 2024, the Board met seven times; all directors attended at least 75% of Board and committee meetings. Holden missed one set of Board and committee meetings due to illness. All directors attended the 2024 Annual Meeting of Shareholders except Nathan J. Jones .
• Executive sessions: The Board conducts regularly scheduled executive sessions of non-management directors, presided over by the Lead Director .

Fixed Compensation

• Standard director fee structure: Annual cash retainer $110,000; Lead Director additional $30,000; committee chairs: Audit $22,500, Organization & Executive Compensation $15,000, Corporate Governance & Nominating $12,500; members (non-chairs): Audit $12,500; other committees $5,000; no meeting fees .
• Equity grants: On February 15, 2024, each non-employee director received restricted stock valued at $170,000, translating to 599 shares based on the 30-day average ($283.39); the ASC 718 grant-date fair value used $269.00 closing price, leading to $161,131 reported for each director .

Director equity plan mechanics: Restrictions on the 2024 grant generally lapse on the earliest of the first anniversary of grant, death/disability, or change of control; directors have full voting rights and receive cash dividends on these shares. Directors may elect to receive up to 100% of fees in cash or stock and can defer into a fee plan with market-based earnings and reinvested dividends .

Performance Compensation

No director-specific performance metrics (e.g., TSR-based PSUs) are disclosed for non-employee directors; director equity is primarily time-based restricted stock .

Other Directorships & Interlocks

Expertise & Qualifications

• Board matrix highlights Holden’s strengths in Snap-on industry/market knowledge, public company experience, global business, manufacturing, sales, product innovation, operations, strategy, executive compensation, leadership development, franchising, CEO experience, and qualified financial expert designation .

Equity Ownership

Governance Assessment

• Committee assignments and leadership: Holden is the long-tenured Lead Director with clear responsibilities and sits on the Corporate Governance & Nominating Committee, aligning with oversight of governance and compliance—a positive for board effectiveness .
• Independence and related-party exposure: His son is employed at Snap-on with compensation above the disclosure threshold; the Audit Committee reviewed such relationships, and the Board deemed Holden independent under categorical standards. This is a potential perception risk but structurally mitigated by policy and Board review .
• Attendance and engagement: Holden missed one set of Board and committee meetings in 2024 due to illness; otherwise met the ≥75% attendance threshold. Executive sessions are regularly held under his leadership—neutral to slightly positive engagement signal .
• Director compensation alignment: Mix of modest cash (including Lead Director premium) and time-based equity grants; ability to take fees in stock and meet stringent ownership guidelines supports alignment with shareholders .
• Shareholder voting signal: 2025 director election results show comparatively high “Against” votes for Holden—10,166,949 against vs. 32,223,229 for—substantially higher opposition than most peers, indicating potential investor concern about independence, tenure, or related-party exposure. Monitoring future votes and investor engagement around Holden is warranted .
• Say-on-Pay context: Shareholders supported executive compensation with 40,708,430 votes for vs. 1,588,675 against in 2025, and ~93% support in 2024—overall strong pay program support, though director-specific votes suggest differentiated views on certain nominees .

RED FLAGS

• Elevated “Against” vote in 2025 director election relative to peers—potential confidence issue requiring engagement and disclosure clarity .
• Related-party employment (son employed at Snap-on) above reporting threshold—mitigated by independence determination but remains a perceived conflict risk .

Positives

• Longstanding Lead Director with robust governance responsibilities and multi-industry operating expertise .
• Strong director ownership compliance; anti-hedging/pledging policy enhances alignment .