Jesus Arregui
Snap-onAbout Jesus Arregui
Jesus M. Arregui is Senior Vice President and President – Commercial Group at Snap‑on, serving in this role since 2019; he is 59 years old as of December 28, 2024 and is a Spanish national with long‑standing leadership roles across SNA Europe and Herramientas Eurotools, S.A. . Company performance metrics tied to executive pay include operating income, RONAEBIT, sales and share price; for fiscal 2024, Snap‑on reported operating income of $1,074.0 million and RONAEBIT of 37.2%, and a $100 investment in Snap‑on stock since December 31, 2019 was valued at $228.34 (TSR), while the Commercial & Industrial Group (which he leads) delivered external net sales of $1,187.6 million and segment operating earnings of $242.1 million in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Herramientas Eurotools, S.A. | Finance Director → General Manager (special senior management contract) | 1996–2005 | Elevated to General Manager under Spain’s Royal Decree 1382/1985; set severance framework; expanded leadership responsibilities in SNA Europe . |
| SNA Europe | Vice President & GM, Tools Business Unit | From 2005 (concurrent with Eurotools GM) | Oversight of tools BU in Europe; contract stipulates exclusivity, confidentiality, and Spanish jurisdiction . |
| Snap‑on Incorporated | SVP & President – Commercial Group | Since 2019 | Leads Commercial & Industrial Group serving critical industries globally; segment delivered $1,187.6M external net sales and $242.1M operating earnings in 2024 . |
External Roles
No public company directorships or external roles are disclosed for Mr. Arregui in the latest filings; executive biographies and governance sections incorporate by reference to the 2025 proxy and list only Snap‑on executive officer roles .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Base Salary ($) | $475,517 | Determined against market medians with discretion; Arregui’s salary was below market median in the Nov 2023 review . |
| Target Bonus (% of Base) | 75% | Annual incentive design: 50% consolidated financials (Operating Income & RONAEBIT), 50% personal strategic goals . |
| Non‑Equity Incentive Plan ($) | $290,132 | FY2024 payout under 2011 Plan . |
| All Other Compensation ($) | $443,345 | Includes perquisites and overseas assignment allowances (see breakdown below) . |
| Total ($) | $2,444,666 | Sum of salary, stock awards, option/SAR awards, incentive plan and other compensation . |
All Other Compensation – FY 2024 detail:
| Item | Amount |
|---|---|
| Dividend equivalents on vested PSUs/RSUs | $133,534 |
| Automobile allowance (Spain) | $24,073 |
| Private medical insurance (Spain) | $1,743 |
| Overseas housing allowance (incl. tax) | $114,461 |
| Overseas automobile allowance (incl. tax) | $23,263 |
| Tax equalization payments | $136,934 |
| Tax preparation expenses | $9,337 |
| Total Other | $309,811 |
Additional fixed benefits and policies:
- Company car in Spain; overseas assignment benefits aim to keep executives economically neutral (housing, auto, personal travel, tax equalization, tax support) .
- Non‑qualified Deferred Compensation Plan: Arregui is not eligible (aggregate balance N/A) .
Performance Compensation
Annual incentive structure and FY2024 outcomes:
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout Factor |
|---|---|---|---|---|---|---|
| Consolidated Operating Income | 50% (consolidated perf. component total) | $1,044.7M | $1,138.7M | $1,305.9M | $1,074.0M | 61.6% of target for consolidated component |
| Consolidated RONAEBIT | 50% (consolidated perf. component total) | 33.0% | 38.0% | 43.0% | 37.2% | Included in 61.6% consolidated outcome |
| Personal Strategic Business Goals (Arregui) | 50% of total annual incentive | — | — | — | — | Committee payout 102% |
Long‑term incentives – FY2024 grants:
| Award Type | Grant Date | Units/Underlying | Terms | Grant Date Fair Value |
|---|---|---|---|---|
| PSUs (target) | 2/15/2024 | 2,357 target (589 threshold; 4,714 max) | 3‑year performance (FY2024–FY2026); metrics: Sales CAGR, RONAEBIT; payout 25%–200% based on performance vs goals | $634,033 |
| RSUs (time‑vest) | 2/15/2024 | 1,178 | 3‑year cliff vest (service) | $316,882 |
| Stock‑settled SARs | 2/15/2024 | 5,463 @ $269.00 | Vest in three equal annual installments; 10‑year term | $284,757 |
Outstanding equity awards at FY2024 year‑end (selected):
| Type | Exercisable (#+) | Unexercisable (#+) | Exercise Price | Expiration |
|---|---|---|---|---|
| SARs | 6,500 | — | $138.03 | 2/11/2026 |
| SARs | 7,500 | — | $168.70 | 2/9/2027 |
| SARs | 5,674 | — | $161.18 | 2/15/2028 |
| SARs | 12,000 | — | $155.92 | 2/14/2029 |
| SARs | 13,500 | — | $155.34 | 2/13/2030 |
| SARs | 9,672 | — | $189.89 | 2/11/2031 |
| SARs | 5,335 | 2,668 | $211.67 | 2/10/2032 |
| SARs | 1,944 | 3,886 | $249.26 | 2/9/2033 |
| SARs (2024 grant) | — | 5,463 | $269.00 | 2/15/2034 |
Unvested RSUs and PSUs – counts and FY2024 year‑end market values:
| Award | Units | Market Value ($) |
|---|---|---|
| PSUs (2022 grant – earned at 107.8% of target) | 2,949 | $1,013,129 (at $343.55/sh) |
| PSUs (2023 grant – shown at target) | 2,663 | $914,874 |
| PSUs (2024 grant – shown at target) | 2,357 | $809,747 |
| RSUs (2022 grant, vest 2/10/2025) | 1,368 | $469,976 |
| RSUs (2023 grant, vest 2/9/2026) | 1,332 | $457,609 |
| RSUs (2024 grant, vest 2/15/2027) | 1,178 | $404,702 |
Realized in FY2024 (exercise/vesting activity):
| Event | Shares | Value |
|---|---|---|
| SARs exercised | 5,500 | $694,430 (FMV minus exercise) |
| RSU/PSU shares vested | 7,540 | $2,018,352 |
Notes:
- FY2022–2024 PSU cycle earned at 107.8% of target on Sales and RONAEBIT outcomes; FY2025–FY2027 continues same approach (Sales CAGR + RONAEBIT vs WACC) .
- RSUs: three‑year cliff vest; SARs: three‑year pro‑rata vest; option/SAR term 10 years .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 28,927 shares; less than 1% of shares outstanding . |
| Stock Ownership Guidelines | Executives must hold 1–4x base salary; using 6‑month average price; all executives met guidelines by Aug 2024 . |
| Hedging/Pledging | Prohibited for directors and executives (anti‑hedging and anti‑pledging policy) . |
| Options/SARs In‑the‑Money Potential | Multiple outstanding SAR grants exercisable; values depend on market price at exercise . |
| Vested vs Unvested | See outstanding awards table for exercisable/unexercisable SARs; RSUs/PSUs unvested counts and values disclosed above . |
Related party and reporting:
- Brother‑in‑law (Miguel Gonzalez Izaguirre) employed by the Company; compensation set on standard policies as for salaried employees; FY2024 one Form 4 for Arregui was not timely due to third‑party administrative error; transactions involved SAR exercise on 5,500 shares and sale of 2,562 shares received .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement (Spain) | Spanish senior management agreement (initially at Eurotools/SNA Europe) with exclusivity and confidentiality clauses; Spanish jurisdiction (Alava labor courts); subrogation on corporate successor; non‑compete not expressly enumerated but exclusivity applies . |
| Severance (Spanish Agreement) | If terminated without cause, severance equals unjustified dismissal formula: 45 days per year of service, capped at 3.5 years; Snap‑on proxies disclose severance entitlement equal to 3.5x base salary; if termination had occurred at FY2024 year‑end, amount would be $1,665,695 . |
| Change‑of‑Control Agreement | Double trigger; 2x salary + average bonus (3‑year average), continuation of benefits for 2 years; no excise tax gross‑ups; payments may be reduced to avoid §280G/§4999 excise taxes . |
| Potential Payments on CoC (estimates at 12/27/2024 close price $343.55) | Severance: $1,747,756; Early vesting value of unvested options/SARs: $1,125,534; Early vesting of stock awards (RSUs/PSUs): $4,453,180; Other: $3,486; Total: $7,329,956; no pension enhancement for Arregui . |
Performance & Track Record
Company and segment performance relevant to Arregui’s remit:
| Metric | FY2024 | Context |
|---|---|---|
| Total net sales ($M) | $4,707.4 | Company level; supports PSU Sales metric . |
| Operating income ($M) | $1,074.0 | Metric in annual incentive and PAP disclosures . |
| RONAEBIT (%) | 37.2% | Metric in annual incentive and PSUs; threshold tied to WACC . |
| TSR – $100 investment value (Snap‑on) | $228.34 | Pay‑versus‑performance disclosure; dividends reinvested . |
| Commercial & Industrial Group – External net sales ($M) | $1,187.6 | Arregui’s segment; critical industries focus . |
| Commercial & Industrial Group – Segment operating earnings ($M) | $242.1 | Segment profitability under his leadership . |
Q4 FY2024 segment commentary (Commercial & Industrial Group):
- Q4 segment net sales $379.2M (+4.2% YoY); organic +$14.2M; acquisition +$2.1M; FX −$1.0M; operating margin improved to 16.7% from 14.9% on mix and RCI savings .
Compensation Structure Analysis
- Mix and design: For NEOs (ex‑PEO), annual equity split is 50% PSUs, 25% options/SARs, 25% RSUs; emphasizes performance equity over options; RSUs provide retention; burn rate estimated at 0.3% at Feb 2024 grants, below peer 50th percentile .
- Performance metrics: Annual plan uses operating income and RONAEBIT with WACC threshold; FY2024 consolidated component paid 61.6% and Arregui’s personal goals paid 102% (integration, collaboration, margin improvement, sales/profit growth) .
- Clawbacks and governance: Company maintains clawback policies covering cash and equity; prohibits hedging/pledging; minimum vesting (≥1 year for performance awards/options; ≥3 years for time‑based RSUs); no repricing of underwater options without shareholder approval .
- Market positioning: Committee review indicated Arregui’s base salary below market median; FY2024 increases ranged from 0% to 6.5% across NEOs; overall target total direct compensation designed to be between 50th–75th percentile, with outcomes varying with performance and stock price .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (policy); reduces risk of misalignment or forced selling via margin .
- No excise tax gross‑ups on CoC payments; conservative design with double trigger and payment reduction provision for §280G .
- Section 16(a) delinquency: one untimely Form 4 for Arregui due to third‑party error; transactions included SAR exercise and sale of shares received; administrative, not substantive misconduct .
- Related‑party employment: brother‑in‑law employed; compensation set per standard policies; reviewed for conflicts .
- Repricing prohibition: No option/SAR repricing without shareholder approval; governance safeguard .
Equity Ownership & Alignment (additional details)
| Item | Detail |
|---|---|
| Ownership as % of SO | Less than 1% . |
| Ownership guidelines compliance | All executives met guidelines by Aug 2024; multiples 1–4x salary (CEO 6x) . |
| Time to compliance | Expectation within 5 years; Committee may pay up to 50% of annual incentive in restricted stock if progress insufficient . |
Employment Terms (additional Spanish agreement clauses)
- Exclusivity: Full‑time exclusivity in duties; no services to other entities even if non‑competitive .
- Confidentiality: Strict non‑disclosure of commercial/industrial secrets; Company property of documents; obligations persist post‑termination .
- Jurisdiction & language: Labor courts of Alava (Spain); Spanish language version controls .
- Notice: 30‑day advance notice for withdrawal by either party; indemnity to Company if notice breached .
- Subrogation: Obligations transfer upon mergers/spin‑offs/successions; Company ensures successor compliance .
Investment Implications
- Alignment with shareholders: High share of performance‑based equity (PSUs) tied to Sales CAGR and RONAEBIT (disciplined vs WACC) supports pay‑for‑performance and capital efficiency; RSUs add retention; anti‑hedging/pledging policy mitigates misalignment risk .
- Retention and change‑of‑control: Spanish employment severance (3.5x base) and CoC double‑trigger package ($7.33M estimated total) provide stability but are conservative vs market (no gross‑ups, 2x multiples) — limited M&A friction, modest golden parachute risk .
- Ownership and selling pressure: Beneficial ownership is modest (28,927 shares, <1%); recent SAR exercise and sale of received shares appear routine; anti‑pledging reduces forced selling risk; overall insider selling pressure low given vesting schedules and policy constraints .
- Execution track record: Commercial & Industrial Group growth and margin expansion in FY2024 reflect operational improvements (mix, RCI), supporting personal goal payout at 102% and indicating continued value creation under Arregui’s stewardship .