Thomas Ward
Snap-onAbout Thomas Ward
Thomas J. Ward (age 72) serves as Senior Vice President and President – Repair Systems & Information Group (RS&I) at Snap‑on, a role he has held since 2010, giving him 14+ years of tenure in his current leadership seat . Under his span, RS&I delivered 2024 segment operating margin of 25.3%, up 100 bps year over year, on modest net sales growth (+0.9%)—signaling execution on higher‑margin software, diagnostics and OEM solutions . Companywide, 2024 results included net sales of $4.71 billion, operating earnings before financial services of $1.07 billion (22.7% margin), and diluted EPS of $19.51, with five‑year TSR rising from $100 (2019 base) to $228.34 at 2024 year‑end—outpacing the S&P 500 Industrials .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Snap‑on Incorporated | Senior Vice President & President – Repair Systems & Information Group | 2010–present | Leads RS&I, driving growth in OEM dealership solutions, shop information systems, diagnostics; RS&I margin improved to 25.3% in 2024 (+100 bps YoY) |
External Roles
- Not disclosed in reviewed filings for Ward; executive officer biography lists only Snap‑on roles .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 621,210 | 638,152 | 657,294 |
| Target Bonus % of Salary | 75% | 75% | 75% |
| Actual Annual Incentive ($) | 606,175 | 650,000 | 398,370 |
Performance Compensation
Annual Incentive Plan Structure and 2024 Outcome
| Component | Weighting | Metric | Threshold | Target | Maximum | Actual (2024) | Payout vs Target |
|---|---|---|---|---|---|---|---|
| Company Financial | 50% | Operating Income | $1,044.7 mm | $1,138.7 mm | $1,305.9 mm | $1,074.0 mm | 61.6% (financial component) |
| Company Financial | 50% | RONAEBIT | 33.0% | 38.0% | 43.0% | 37.2% | 61.6% (financial component) |
| Personal Strategic Goals (Ward) | 50% | RS&I plan execution, margin improvement, product launches, cross‑group collaboration | — | — | — | Committee assessment | 100% (personal component) |
- Program requires at least WACC‑level RONAEBIT to fund the financial component (0% payout if not achieved) .
- 2024 consolidated financial component paid at 61.6%; Ward’s personal goals paid at 100%, resulting in his actual annual incentive of $398,370 .
Long‑Term Incentives (Design and 2024 Grants)
| Instrument | 2024 Grant Detail | Vesting | Performance Basis |
|---|---|---|---|
| Performance Share Units (PSUs) | 3,065 target PSUs granted to Ward | Cliff vest after 3‑year period | Revenue growth and RONAEBIT over 2024–2026, payout 25–200% of target |
| Stock Options | 7,106 options @ $269.00 strike (exp. 2/15/2034) | 1/3 annually over 3 years | Stock price appreciation |
| RSUs | 1,178–1,533 RSUs in 2024 grant (Ward: 1,533) | 3‑year cliff vest (2024 grant vests 2/15/2027) | Time‑based ownership/retention |
PSU Performance – Prior Cycle Outcome
| PSU Cycle | Sales (Threshold/Target/Max) | Actual Sales | RONAEBIT (Threshold/Target/Max) | Actual RONAEBIT | Payout (% of Target) |
|---|---|---|---|---|---|
| 2022–2024 | $4,659 / $4,866 / $5,078 mm | $4,707 mm | 19.0% / 24.0% / 38.0% | 36.9% | 107.8% (vested Feb 2025) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 70,092 shares |
| Options Exercisable within 60 days | 11,478 shares |
| Unexercisable Options Outstanding | 3,823 (2/10/2032 @ $211.67), 5,285 (2/9/2033 @ $249.26), 7,106 (2/15/2034 @ $269.00) |
| Unvested RSUs (as of 12/28/2024) | 1,960 (2022 grant, vest 2/10/2025), 1,811 (2023 grant, vest 2/9/2026), 1,533 (2024 grant, vest 2/15/2027) |
| PSUs Outstanding (Target, as of 12/28/2024) | 3,065 (2024 cycle), 3,621 (2023 cycle), 4,227 (2022 cycle; vested at 107.8% in Feb 2025) |
| Shares Outstanding (Record Date) | 52,417,769 shares |
| Ownership % of Shares Outstanding | ~0.13% (70,092 / 52,417,769) |
| Insider Trading Policy | Hedging and pledging of Company securities are prohibited for directors and executive officers |
| Ownership Guidelines | Executives must hold 1–4x salary (CEO 6x); all executives met guidelines by Aug 2024 |
Insider liquidity signals:
- Ward exercised 12,737 options in 2024, realizing $1,658,928; 11,909 shares vested from stock awards, with $3,187,878 value realized—indicating ongoing equity monetization and potential periodic selling pressure around vest/exercise dates .
Related party:
- Ward’s son‑in‑law, Jeffrey S. Gaskill, is employed by the Company with compensation above the $120,000 disclosure threshold; policies require Audit Committee oversight of such transactions .
Employment Terms
| Provision | Summary |
|---|---|
| Employment Agreements | U.S. executives generally have no employment contracts; severance (non‑CoC) determined case‑by‑case |
| Change‑of‑Control (CoC) | Double‑trigger; cash severance equals 2x (salary + three‑year average bonus); continuation of health/life/other benefits and pension/401(k) credit for 2 years; no excise tax gross‑up; payment reduction to avoid adverse excise taxes where applicable |
| CoC Economics (Ward, illustrative) | Severance $2,428,010; Pension enhancement $55,784; Early vesting value of options $1,532,251; Early vesting value of stock awards $5,932,665; Other benefits $48,648; Total $9,997,358 (values based on $343.55 stock price at 12/27/2024) |
| Clawbacks | SEC/NYSE‑compliant clawback (erroneously awarded compensation for 3 prior fiscal years) plus internal recoupment policy covering cash and equity if misconduct or metric error; anti‑duplication clause |
Comprehensive Compensation Summary (Multi‑Year)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 621,210 | 638,152 | 657,294 |
| Stock Awards ($) | 1,244,831 | 1,353,980 | 1,236,862 |
| Option/SAR Awards ($) | 419,136 | 431,732 | 432,486 |
| Non‑Equity Incentive ($) | 606,175 | 650,000 | 398,370 |
| Change in Pension Value ($) | — (negative change; reported as zero) | 126,469 | 792,934 |
| All Other Compensation ($) | 46,839 | 68,983 | 210,909 |
| Total ($) | 2,938,191 | 3,269,316 | 3,728,855 |
Vesting Schedules
- RSUs: 3‑year cliff; 2022 grant vests 2/10/2025; 2023 grant vests 2/9/2026; 2024 grant vests 2/15/2027 .
- Options/SARs: vest in three equal annual tranches starting first anniversary of grant; 10‑year term; 2024 grant strike $269.00, expires 2/15/2034 .
- PSUs: 3‑year performance period (revenue CAGR and RONAEBIT); 2022–2024 cycle paid at 107.8% in Feb 2025 .
Compensation Structure Analysis
- Mix and risk: Ward’s package combines salary (fixed) with at‑risk annual cash and multi‑year equity (PSUs, options, RSUs), with PSUs at 50% of equity and options/RSUs at 25% each, aligning payouts to multi‑year operating performance and stock price .
- AIP rigor: Financial component requires RONAEBIT ≥ WACC to fund; 2024 payout below target on consolidated metrics (61.6%) despite year‑over‑year operating margin expansion, reflecting disciplined thresholds .
- Governance: Double‑trigger CoC, no tax gross‑ups, anti‑hedging/pledging, clawbacks, and ownership guidelines (met) indicate strong alignment and risk controls .
Investment Implications
- Alignment and retention: Significant unvested PSUs/RSUs and option tranches through 2027 support retention and alignment; anti‑pledging/hedging and ownership guidelines further reduce misalignment risk .
- Pay‑for‑performance: 2024 AIP paid below target on financials (61.6%) while PSUs (2022–2024) vested at 107.8%—consistent with multi‑year value creation in RS&I and strong corporate RONAEBIT; compensation appears sensitive to performance levels .
- Trading signals: 2024 exercises/vesting (~$4.85 million realized) suggest periodic selling pressure around vest/exercise windows; monitor Form 4 activity near February anniversaries for flow impacts .
- Governance and risk flags: No employment contract (U.S.), double‑trigger CoC with moderate multiples and no gross‑ups, and robust clawbacks are shareholder‑friendly; note related‑party employment of Ward’s son‑in‑law with Audit Committee oversight .