Timothy Chambers
Snap-onAbout Timothy L. Chambers
Senior Vice President and President–Snap‑on Tools Group since 2019; joined Snap‑on in 2004 with prior roles including President of Snap‑on Commercial, Snap‑on Equipment, Snap‑on Business Solutions, and Tool Storage Operations . Company performance during his tenure reflects strong pay-versus-performance alignment: 5-year TSR progression shows an initial $100 investment rising to $228.34 in 2024, with Net Income of $1,043.9 million, Operating Income of $1,074.0 million, and RONAEBIT at 37.2% for 2024 . Annual incentive design weights consolidated Operating Income and RONAEBIT 50% and personal strategic goals 50%, requiring RONAEBIT ≥ WACC to fund the consolidated component .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Snap‑on Incorporated | President–Snap‑on Tools Group; Senior Vice President | 2019–present | Leads the franchise van channel, Snap‑on Credit, manufacturing capacity expansion, and margin improvement via Value Creation Processes |
| Snap‑on Commercial | President | Not disclosed | Commercial segment leadership and growth initiatives |
| Snap‑on Equipment | President | Not disclosed | Equipment category management and profitability |
| Snap‑on Business Solutions | President | Not disclosed | Information and solutions portfolio leadership |
| Tool Storage Operations (Tools Group) | President | Not disclosed | Product operations and margin execution |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 490,219 | 510,221 | 530,630 |
| Target Bonus (% of Salary) | Not disclosed | 75% (unchanged from prior year per 2025 proxy) | 75% |
| Annual Incentive Paid ($, Non‑Equity Incentive Plan) | 570,003 | 325,329 | 202,191 |
| Change in Pension Value ($) | 1,411 | 118,225 | 116,571 |
| All Other Compensation ($) | 55,567 | 71,521 | 159,213 |
| Total Compensation ($) | 2,278,390 | 2,338,572 | 2,292,010 |
Performance Compensation
Annual Incentive Plan Design and Outcomes
| Element | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Consolidated Operating Income & RONAEBIT | 50% | Threshold requires RONAEBIT ≥ WACC | Not disclosed | Payouts to NEOs ranged 50.8%–81.8% of target in FY24 | Annual cash |
| Personal Strategic Business Goals (Chambers) | 50% | Goals listed (van count, franchisee capacity, Snap‑on Credit, margin via RCI, capacity expansion) | Committee assessed specific progress | 40.0% payout of personal goals (FY24) | Annual cash |
Personal goals payout history:
- FY2024: 40.0%
- FY2023: 52.5%
Annual incentive payout ranges:
- FY2023: 85.0%–135.8% of target across NEOs
- FY2024: 50.8%–81.8% of target across NEOs
Long‑Term Incentive Structure (PSUs, RSUs, Options)
| Award Type | Metric/Terms | FY 2022 Grants | FY 2023 Grants | FY 2024 Grants |
|---|---|---|---|---|
| PSUs | 3‑yr performance; metrics: Revenue Growth & RONAEBIT; up to 200% of target | Target 2,736; FV $579,129 | Target 2,663; FV $663,779 | Target 2,357; FV $634,033 |
| RSUs (time‑based) | 3‑yr cliff vest (service) | 1,368; FV $289,565 | 1,332; FV $332,014 | 1,178; FV $316,882 |
| Stock Options | 3‑yr ratable vest; 10‑yr term | 8,003; Ex. Price $211.67; FV $292,496 | 5,830; Ex. Price $249.26; FV $317,482 | 5,463; Ex. Price $269.00; FV $332,490 |
PSU vesting outcomes:
- 2021–2023 PSU cycle: 200% vested (max achievement)
- 2022–2024 PSU cycle: 107.8% of target approved on Feb 13, 2025
Stock vested and value realized (FY2024):
- Chambers: 7,540 shares; $2,018,352
RSU vesting dates:
- 2022 grants vest 2/10/2025
- 2023 grants vest 2/9/2026
- 2024 grants vest 2/15/2027
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Beneficially owned shares | 93,424; <1% of shares outstanding |
| Options currently exercisable (within 60 days) | 73,977 |
| Unvested RSUs (counts; market value at $343.55 as of 12/27/24) | 1,368; $469,976 • 1,332; $457,609 • 1,178; $404,702 |
| Unearned PSUs (counts; market value at $343.55) | 2,949; $1,013,129 • 2,663; $914,874 • 2,357; $809,747 |
| Stock ownership guidelines | Multiples of salary (1–4x for non‑CEO execs); all executives met guidelines as of Aug 2024 |
| Hedging/pledging policy | Prohibited for directors and executive officers |
Outstanding options (selected tranches as of FY2024 year‑end):
| Tranche | Exercisable | Unexercisable | Exercise Price ($/sh) | Expiration |
|---|---|---|---|---|
| 2016 grant | 8,000 | — | 138.03 | 2/11/2026 |
| 2017 grant | 9,500 | — | 168.70 | 2/9/2027 |
| 2018 grant | 7,594 | — | 161.18 | 2/15/2028 |
| 2019 grant | 12,000 | — | 155.92 | 2/14/2029 |
| 2020 grant | 13,500 | — | 155.34 | 2/13/2030 |
| 2021 grant | 9,672 | — | 189.89 | 2/11/2031 |
| 2022 grant | 5,335 | 2,668 | 211.67 | 2/10/2032 |
| 2023 grant | 1,944 | 3,886 | 249.26 | 2/9/2033 |
| 2024 grant | — | 5,463 | 269.00 | 2/15/2034 |
Insider selling pressure indicators:
- No option exercises by Chambers in FY2024; stock vesting occurred (7,540 shares; $2,018,352) .
- Upcoming RSU cliffs through 2027 may contribute to periodic sales for tax/liquidity .
Deferred compensation (FY2024):
| Metric | Value |
|---|---|
| Registrant contributions ($) | 15,329 |
| Executive contributions ($) | — |
| Aggregate earnings ($) | 8,431 |
| Aggregate balance at FY‑end ($) | 181,738 |
Employment Terms
| Term | Detail |
|---|---|
| Appointment to current role | Effective upon predecessor’s retirement around 2/28/2019; announced 2/13/2019 |
| Employment agreements | No U.S. employment agreement; only change‑of‑control agreements for executives |
| Change‑of‑Control structure | Double trigger; 1‑year term auto‑extends annually; 24‑month term following CoC; no excise tax gross‑ups (payments may be cut to avoid excise tax) |
| CoC economics (illustrative as of 12/27/2024) | Severance $1,799,789 ; Pension enhancement $282,817 ; Early vesting value of unvested options $1,125,534 ; Early vesting value of unvested stock awards $4,453,180 ; Other benefits $49,824 ; Total $7,711,144 |
| Non‑compete / non‑solicit | Not disclosed |
Performance & Track Record (Company‑level indicators relevant to Chambers’ incentive metrics)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return – Value of $100 | $104.01 | $134.00 | $145.95 | $189.28 | $228.34 |
| Peer Group TSR – Value of $100 | $111.06 | $134.52 | $127.15 | $150.20 | $176.44 |
| Net Income ($USD Millions) | $627.0 | $820.5 | $911.7 | $1,011.1 | $1,043.9 |
| Operating Income ($USD Millions) | $630.9 | $852.9 | $954.7 | $1,047.6 | $1,074.0 |
| RONAEBIT (%) | 27.8% | 35.5% | 35.5% | 37.6% | 37.2% |
Compensation Structure Analysis
- Mix and trend: Chambers’ cash compensation decreased YoY with lower annual incentive ($570k → $325k → $202k), while equity grant values remained substantial, emphasizing at‑risk pay via PSUs/options/RSUs .
- Shift to RSUs: Snap‑on began granting time‑based RSUs in 2021 with 3‑year cliff vesting, adding retention features alongside PSUs and options .
- Performance tightening: FY2024 annual incentive payouts compressed across NEOs (50.8%–81.8%) vs FY2023 (85.0%–135.8%); Chambers’ personal goals payout declined (52.5% → 40.0%), indicating tougher execution benchmarks or outcomes .
- Governance: Clawback policies apply to cash and equity; hedging/pledging prohibited; no repricing of underwater options allowed without shareholder approval .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for executives, mitigating alignment risk .
- Tax gross‑ups: Not provided in CoC agreements; payments may be reduced to avoid excise taxes, a shareholder‑friendly term .
- Option repricing: Explicitly prohibited without shareholder approval .
- Insider selling pressure: Upcoming RSU cliffs (2025–2027) and PSU vesting (approved 107.8% for 2022–2024) may drive periodic sales; Chambers had no option exercises in 2024 .
- Ownership concentration: Beneficial ownership is <1%; alignment reinforced via guidelines compliance as of Aug 2024 .
Investment Implications
- Pay‑for‑performance alignment is robust: PSU metrics (Revenue Growth, RONAEBIT) and consolidated annual incentive metrics (Operating Income, RONAEBIT) tie Chambers’ outcomes to profitability and capital efficiency; recent vesting outcomes (200% for 2021–2023 PSUs; 107.8% for 2022–2024) corroborate execution against multi‑year targets .
- Near‑term selling dynamics: RSU cliffs in 2025/2026/2027 and continued PSU cycles suggest predictable vesting windows; monitoring 10b5‑1 and Form 4 activity is warranted for timing‑related signals (no FY2024 option exercises by Chambers) .
- Retention risk appears contained: Strong equity overhang (unvested RSUs/PSUs), guidelines compliance, and double‑trigger CoC protections reduce flight risk; absence of hedging/pledging supports alignment .
- Execution watchpoints: Declining personal strategic goal payout (40% in FY2024) and tighter annual incentive outcomes argue for scrutiny on franchise van count expansion, Snap‑on Credit performance, and operating margin uplift via RCI in the Tools Group .