Nathan Jones
Snap-onAbout Nathan J. Jones
Independent director at Snap‑on Incorporated since July 2008; age 68. Former President, Worldwide Commercial & Consumer Equipment Division at Deere & Company; previously Senior Vice President & CFO and Vice President & Treasurer at Deere. Education: BBA in Accounting (University of Wisconsin–Eau Claire) and MBA (University of Chicago Graduate School of Business). Recognized by the Board as a “qualified financial expert,” with deep finance and operating credentials relevant to Snap‑on’s risk oversight and audit rigor .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deere & Company | President, Worldwide Commercial & Consumer Equipment Division | Retired 2007 | Senior finance/operator with prior roles as SVP & CFO and VP & Treasurer, underpinning audit expertise and capital allocation discipline . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | Board matrix shows Jones on 1 public board total, indicating no other current public directorships beyond SNA . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board affirmatively determined Jones is independent under NYSE rules . |
| Committees | Audit Committee (Chair); other members: Ruth Ann M. Gillis and Donald J. Stebbins . |
| Committee expertise | All Audit Committee members (incl. Jones) designated “audit committee financial experts” per SEC rules . |
| Committee activity | Audit Committee met 8 times in fiscal 2024, indicating active oversight cadence . |
| Board activity | Board met 7 times in fiscal 2024 . |
| Attendance | All directors attended ≥75% of total Board/committee meetings in 2024; Jones missed the 2024 Annual Meeting due to a personal matter . |
| Executive sessions | Regular executive sessions of non‑management directors; Lead Director presides (not Jones) . |
Fixed Compensation (Director; 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Standard non‑employee director retainer . |
| Audit Committee Chair fee | $22,500 | Committee chair premium . |
| Fees earned (cash total) | $132,500 | Reported for Jones in 2024 director comp table . |
Performance Compensation (Director Equity; 2024)
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value (USD) | Vesting / Terms |
|---|---|---|---|---|
| Restricted Stock | Feb 15, 2024 | 599 | $161,131 | Restrictions generally lapse at earliest of 1st anniversary, death/disability, or change of control; voting/dividend rights during restriction . |
| ASC 718 price reference | Feb 15, 2024 | — | — | ASC 718 valuation used closing price $269.00; number of shares based on 30‑day average price ($283.39) . |
| Director total comp | 2024 | — | $383,500 | Includes fees $132,500, stock awards $161,131, and other comp (primarily dividends on RS/RSUs) $89,869 . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed beyond SNA; matrix shows total public company boards = 1 for Jones . |
| Interlocks/conflicts noted | None disclosed; related‑party section lists no transactions involving Jones . |
Expertise & Qualifications
| Qualification | Evidence |
|---|---|
| Audit committee financial expert | Board designated; Jones chairs Audit Committee . |
| CFO/Finance leadership | Former Deere SVP & CFO; VP & Treasurer . |
| Operations/Global/Mfg exposure | Board matrix attributes Ops and Global Business Experience; Deere operating leadership . |
| M&A/Strategy | Matrix includes M&A and Strategy Development for Jones . |
| Education | BBA (UW–Eau Claire); MBA (Chicago Booth) . |
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership | 7,094 shares | Reported as of Feb 24, 2025; <1% of shares outstanding . |
| Shares outstanding | 52,417,769 | Record date shares outstanding for context . |
| Unvested stock awards (director) | 11,641 shares | Outstanding at FY‑end for Jones . |
| RSUs vesting upon departure | 9,607 shares | Legacy RSUs vest following Board departure . |
| Ownership guidelines | 5x annual cash retainer within 5 years; all non‑employee directors currently meet guidelines . | |
| Hedging/pledging policy | Prohibited for directors (and executives) by Insider Trading Policy . |
Insider Trades (Form 4; most recent)
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2025‑11‑13 | Sale | 1,000 | $340.615 | 6,094 | https://www.sec.gov/Archives/edgar/data/91440/000009144025000085/0000091440-25-000085-index.htm |
| 2025‑02‑13 | Award (A) | 493 | $0.00 | 7,094 | https://www.sec.gov/Archives/edgar/data/91440/000112760225004778/0001127602-25-004778-index.htm |
| 2024‑02‑15 | Award (A) | 599 | $0.00 | 6,601 | https://www.sec.gov/Archives/edgar/data/91440/000112760224005209/0001127602-24-005209-index.htm |
| 2023‑02‑09 | Award (A) | 640 | $0.00 | 6,002 | https://www.sec.gov/Archives/edgar/data/91440/000112760223004499/0001127602-23-004499-index.htm |
Note: Data above are extracted from Form 4s and reflect reported post‑transaction ownership balances.
Governance Assessment
- Board effectiveness and independence: Jones is an independent director and Audit Committee Chair, with audit‑committee‑financial‑expert designation—strong alignment with robust financial oversight; Audit Committee’s 8 meetings in 2024 suggest active engagement .
- Attendance and engagement: He met the ≥75% attendance threshold but missed the 2024 Annual Meeting due to a personal matter; monitor for any recurrence though not currently a material red flag .
- Compensation alignment: Director pay mix is balanced (cash retainer + modest committee chair premium + time‑based equity with 1‑year restriction) and consistent with peers; no meeting fees or problematic structures disclosed .
- Ownership alignment: Beneficial ownership plus substantial unvested/retirement‑vesting equity; compliance with 5x retainer guideline; anti‑hedging/pledging policy mitigates misalignment risk .
- Conflicts/related parties: No transactions involving Jones; Company requires Audit Committee pre‑clearance for any related‑party dealings and reported none for 2024 (aside from specified family employee relationships not involving Jones) .
- Shareholder sentiment: Say‑on‑Pay received ~93% support in 2024, indicating broad investor confidence in compensation governance (executive program context) .
- Recent signal: A 1,000‑share open‑market sale in Nov 2025 reduced direct holdings to 6,094 shares; single sale by a long‑tenured director is not conclusive but worth tracking alongside future grants/vesting and guideline compliance .
Overall: Jones brings heavyweight CFO/audit expertise and chairs an active Audit Committee—positive for financial reporting oversight and risk management. No conflict indicators are disclosed; ownership guideline compliance and anti‑hedging/pledging policies support alignment. Minor watch item: missed 2024 Annual Meeting (personal matter) and a recent small sale; continue to monitor attendance and trading cadence .