Ruth Ann Gillis
Snap-onAbout Ruth Ann M. Gillis
Independent director of Snap-on Incorporated since July 2014; age 70. Former Executive Vice President and Chief Administrative Officer of Exelon Corporation, President of Exelon Business Services Company, and prior CFO roles at Exelon and Unicom; previously Executive Vice President of ComEd. Education: BA in Economics (Smith College) and MBA (University of Chicago Booth). The Board designates her independent and identifies her as an audit committee financial expert; current committee assignment: Audit Committee member.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exelon Corporation | Executive Vice President & Chief Administrative Officer | Retired in 2014 (prior tenures not specified) | Oversight of corporate services; prior CFO of Exelon |
| Exelon Business Services Company | President | Through 2014 | Led transactional and corporate services for operating companies |
| Commonwealth Edison (ComEd) | Executive Vice President | Not disclosed | Senior operating leadership within Exelon subsidiary |
| Unicom Corp. | Chief Financial Officer | Pre-Exelon merger | CFO experience during predecessor entity period |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| KeyCorp | Director | Current | Large U.S. financial institution; public-company board service |
| Voya Financial, Inc. | Director | Current | Retirement/asset management; public-company board service |
| Public Boards Count | — | — | Total public company boards: 3 (includes SNA) |
Board Governance
- Independence: Board affirmatively determined Ms. Gillis is independent under NYSE rules and Snap-on categorical standards.
- Committee assignments: Audit Committee member (Nathan J. Jones, Chair; Gillis; Stebbins). The Audit Committee met eight times in fiscal 2024; each member qualifies as an SEC “audit committee financial expert.”
- Attendance: Board met seven times in fiscal 2024; all directors attended at least 75% of Board and committee meetings (except Mr. Holden missed one set due to illness). All directors attended the 2024 Annual Meeting except Mr. Jones—implying Ms. Gillis attended.
- Board structure: Lead Director (independent) presides over executive sessions; Mr. Holden serves as Lead Director.
- Time-commitment policy: Non-CEO directors limited to service on ≤4 public boards; audit committee members limited to ≤2 other audit committees unless Board determines no impairment—Board reports compliance.
Fixed Compensation (Director)
| Component (FY2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $110,000 | Non-employee director retainer |
| Audit Committee member fee | $12,500 | Additional annual fee for Audit Committee members (non-chair) |
| Total fees earned (cash) | $122,500 | Reported for Gillis in Table 1 |
| Stock awards (restricted stock) | $161,131 | Grant-date fair value; 599 shares granted on Feb 15, 2024; fair value calculated at $269 closing price |
| All other compensation | $4,624 | Cash dividends/dividend equivalents on director equity |
| Total compensation | $288,255 | FY2024 total |
Additional equity grant details:
- Grant sizing basis: $170,000 restricted stock to each non-employee director on Feb 15, 2024, determined using 30-day average price; 599 shares each. Restrictions lapse at earliest of 1-year anniversary, death/disability, or change of control. Voting rights and cash dividends apply.
- Outstanding unvested stock awards as of year-end: 599 shares for Gillis.
Performance Compensation (Director)
Snap-on’s director pay program does not use performance-based equity (e.g., PSUs) or options for non-employee directors—directors receive time-based restricted stock with standard vesting terms. No director meeting fees; compensation comprised of retainer, committee fees, Lead Director premium (if applicable), and annual restricted stock grant.
Other Directorships & Interlocks
| Entity | Type | Potential Interlock/Conflict Considerations |
|---|---|---|
| KeyCorp | Bank | Board independence affirmed; no related-party transaction disclosed for Gillis in proxy narrative; categorical standards applied. |
| Voya Financial | Financial services | Same as above; independence affirmed; no conflict disclosed. |
Note: The proxy references “Transactions with the Company” generally and discloses an immediate family employee relationship for Mr. Holden; no such disclosures noted for Ms. Gillis.
Expertise & Qualifications
- CFO experience and qualified financial expert designation (SEC definition via Audit Committee).
- Deep utility/energy industry operating and finance background; corporate services leadership.
- Education: BA Economics (Smith College), MBA (University of Chicago).
- Board skills matrix flags: Financial expertise; operations; strategy; executive compensation; leadership development; mergers & acquisitions.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 12,677 | Includes direct/indirect holdings |
| Ownership as % of shares outstanding | ~0.024% | Computed using 52,417,769 shares outstanding as of Feb 24, 2025 and 12,677 beneficial shares |
| Indirect holdings detail | 290 shares (gift trust); 370 shares (family trust) | Trust/trustee details as disclosed |
| Unvested director shares | 599 | Restricted stock unvested at year-end |
| Director stock ownership guideline | 5× annual cash retainer within 5 years | All nine non-employee directors have met the guideline |
| Anti-hedging/pledging policy | Prohibited | Explicit ban on hedging, pledging, margin accounts, short sales for directors and execs |
Governance Assessment
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Strengths: Independent status; Audit Committee service with “financial expert” designation; high attendance and engagement; adherence to robust stock ownership guidelines; anti-hedging/pledging and clawback frameworks support alignment and risk mitigation.
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Compensation alignment: Balanced director pay mix—fixed cash retainer plus time-based restricted stock; no performance-linked director equity that could distort oversight incentives.
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Shareholder sentiment: 2024 Say-on-Pay support ~93%, indicating broader investor confidence in compensation governance processes overseen by independent directors.
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Potential risks to monitor: Multi-board commitments (matrix indicates three public boards including SNA) but within Snap-on’s limits; continued Audit Committee workload (8 meetings in 2024) underscores need for sustained capacity and financial oversight focus. No related-party transactions disclosed for Gillis.
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RED FLAGS: None identified for Gillis in the proxy—no pledging/hedging, no related-party transactions, independence affirmed, attendance adequate.