Karen Daniel

About Karen L. Daniel

Independent director at Snap-on Incorporated since December 2005; age 67. Former Division President and Chief Financial Officer of Black & Veatch; Certified Public Accountant with a B.S. in Accounting (Northwest Missouri State University) and M.S. in Accounting (University of Missouri–Kansas City). Current public company directorship: Commerce Bancshares; former directorships: Teladoc Health (until May 2024) and Livongo Health (until its 2020 merger into Teladoc) .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Organization and Executive Compensation Committee (members: Daniel, Lehman, Sherrill; met four times in fiscal 2024) .
• Other SNA committees: Audit (Jones—Chair; Gillis; Stebbins; met eight times), Corporate Governance & Nominating (Adams—Chair; Holden; Knueppel; met four times) .
• Independence: Board determined Daniel is independent under NYSE standards; Board reviewed categorical independence standards in Appendix A .
• Attendance and engagement: Board met seven times in fiscal 2024; all directors attended ≥75% of Board/committee meetings of which they were members (one exception was Holden due to illness, not Daniel). All directors attended the 2024 Annual Meeting except Jones .
• Lead Independent Director: James P. Holden; regular executive sessions of non-management directors are held, presided over by the Lead Director .
• Director time commitments: Policy caps non-CEO directors at ≤4 public boards; all directors are in compliance .

Fixed Compensation

Notes:

• Directors may elect to receive up to 100% of fees in cash or common stock and may defer cash/stock via the Directors’ Fee Plan; deferred cash credited at market rates (avg. 5.20% in fiscal 2024) .

Performance Compensation

Notes:

• Board approved $170,000 equity value per director in 2024; fair value in the table uses closing price on grant date ($269.00) vs share count based on 30-day average price ($283.39), hence the difference .
• Non-employee director equity is time-based restricted stock (no PSUs/options for directors); thus no performance metrics apply to director equity awards .

Other Directorships & Interlocks

Expertise & Qualifications

• Certified Public Accountant; extensive CFO and financial expert capabilities (matrix shows “Qualified Financial Expert” and “CFO Experience”) .
• Deep experience in manufacturing/operations, strategy development, M&A, executive compensation oversight; independent director status affirmed .

Equity Ownership

Governance Assessment

• Strengths:
  • Independent status, long-standing financial leadership, and “qualified financial expert” credentials support effective oversight of audit/financial matters .
  • As Compensation Committee Chair, Daniel oversees pay-for-performance programs using balanced metrics (operating income, RONAEBIT; PSUs with revenue growth and RONAEBIT), independent consultant (Semler Brossy), double-trigger change-of-control, no tax gross-ups, clawback policies, and anti-hedging/pledging—aligning incentives with shareholder value .
  • Board/committee attendance thresholds met; regular executive sessions led by the Lead Director; robust governance framework .
  • High say-on-pay support (≈93% in 2024), reflecting investor confidence in compensation oversight .
• RED FLAGS / watch items:
  • Long tenure (director since 2005) can raise independence perception risks, though Board affirmatively determined independence under NYSE standards; monitor succession/refreshment dynamics in Compensation Committee leadership .
  • Equity holdings are <1% of outstanding shares; while director ownership guidelines are met, continued alignment via ongoing equity grants is important .

Compensation Committee Analysis

• Committee composition: Chair—Karen L. Daniel; members—W. Dudley Lehman, Gregg M. Sherrill; met four times in fiscal 2024 .
• Consultant: Semler Brossy Consulting Group, LLC; engaged solely by the Committee; independence reviewed; no conflicts of interest in 2024 .
• Peer group used for benchmarking (15 companies): AMETEK; Crane Company; Donaldson; Dover; Flowserve; Fortive; IDEX; Kennametal; Lincoln Electric; Pentair; Rockwell Automation; Roper; Stanley Black & Decker; Timken; Xylem .
• Program features: balanced annual metrics (operating income, RONAEBIT) with WACC threshold; PSUs with 3-year revenue growth and RONAEBIT targets; double-trigger CoC; clawbacks; anti-hedging/pledging; ownership guidelines .

Insider Trades

Director Compensation (FY 2024)

Notes on Director Equity Grants (FY 2024)

• Restricted stock awarded: 599 shares on Feb 15, 2024; restrictions lapse at earliest of first anniversary, death, disability, or change of control; voting and dividend rights apply .
• Valuation: grant program targeted $170,000 value per director; accounting fair value reported at $161,131 using grant-date closing price ($269.00) vs share count set using 30-day average price ($283.39) .

Independence, Attendance, and Engagement Summary

• Independent under NYSE rules; no related-party transactions disclosed for Daniel in fiscal 2024; Board/committee attendance standards met; regular executive sessions and lead independent oversight in place .