Adrian V. Mitchell

About Adrian V. Mitchell

Adrian V. Mitchell, age 51, has served on Stanley Black & Decker’s Board since 2022 and is currently an independent director. He is Chief Operating Officer and Chief Financial Officer of Macy’s, Inc., with deep experience in finance, operations, digital, and advanced analytics; the Board identifies him as an Audit Committee Financial Expert and highlights his risk management and technology credentials . All current directors other than the CEO are independent according to SWK’s guidelines and NYSE standards .

Past Roles

External Roles

Board Governance

• Committee memberships: Audit and Finance & Pension; not a committee chair .
• Audit Committee Financial Expert designation: The Board determined Mitchell meets SEC Item 407(d)(5)(ii) requirements; all Audit members financially literate .
• Independence: Independent director; all directors other than CEO are independent under SWK guidelines and NYSE standards .
• Attendance: In 2024, all directors attended at least 75% of Board and committee meetings on which they served; Board met six times; Audit met 5 times; Finance & Pension met 4 times; Corporate Governance met 4 times; Compensation met 5 times .
• Executive sessions: Non-management directors meet in executive session at each regularly scheduled Board meeting .
• Board leadership: Independent Chair (Andrea J. Ayers) with defined governance duties; CEO serves as director .
• Overboarding policy: Directors who are named executive officers at another public company may not serve on any other public company boards except that company and SWK; SWK reports all directors are currently in compliance .
• Shareholder engagement: Board and management engaged shareholders representing >40% of outstanding shares in 2024; invitations covered ~60% of shares .

Fixed Compensation

• Program structure for non-employee directors (2024):
  • Annual cash retainer: $125,000
  • Annual RSU grant (fully vested): $185,000
  • Committee chair cash retainers: Audit $25,000; Compensation $20,000; Corporate Governance $20,000; Finance & Pension $15,000
  • Chair of the Board: Quarterly RSU grants fully vested, $50,000 per quarter
  • Annual director compensation cap under 2024 Omnibus Plan: $750,000

Director-level compensation paid to Mitchell in 2024:

Notes:

• RSUs granted to non-employee directors are fully vested at grant; settlement is deferred per Restricted Stock Unit Deferral Plan, with dividends reinvested until settlement .
• Many directors elect to defer retainer fees into stock units or cash at a 5-year Treasury rate; Mitchell’s shares include amounts credited via the Deferred Compensation Plan .

Performance Compensation

• Non-employee director equity (RSUs) is time-vested and fully vested at grant; there are no director-specific performance metrics, options, or bonus structures tied to director service disclosed for Mitchell .
• Company-wide executive pay governance (context): robust clawbacks for Section 16 officers, double-trigger vesting on change-in-control equity, no excise tax gross-ups, prohibition on hedging/pledging for directors/officers/employees .

Other Directorships & Interlocks

• Related person transactions: SWK reports no related party transactions requiring disclosure since Dec 31, 2024 .

Expertise & Qualifications

• Finance/Accounting/Capital Allocation; Risk Management; Digital; Innovation/Technology; Current Executive experience .
• Skills matrix flags Mitchell for current executive, finance, risk, digital, and innovation capabilities relevant to SWK’s strategic transformation and supply chain initiatives .

Equity Ownership

Governance Assessment

• Strengths:

  • Independent director with dual CFO/COO operating experience and Audit Committee Financial Expert designation, reinforcing financial oversight and risk management on Audit and Finance & Pension committees .
  • High engagement Board practices (executive sessions each meeting; shareholder outreach) and independent Chair structure elevate governance quality .
  • Director compensation mix balanced (cash retainer + fully vested RSUs) with robust ownership guidelines and anti-hedging/pledging policy to align interests .

• Watch items:

  • As a named executive officer at another public company (Macy’s), Mitchell is subject to stricter overboarding limits; SWK reports full compliance, but continued monitoring is prudent given workload and committee responsibilities .
  • No disclosed related-party transactions, but Macy’s is a major retailer potentially carrying SWK products—Audit Committee retains oversight of related-party reviews; SWK reports none requiring disclosure since 2024 year-end .
  • Individual attendance percentages are not disclosed; company-level disclosure confirms 75%+ thresholds met by all directors—investors may seek more granular attendance reporting .

• Investor confidence signals:

  • Strong say-on-pay support (~90.9% average over three years; 92.7% in 2024) and modern compensation governance practices support pay-for-performance culture overseen by the Board .
  • Skills alignment with SWK’s priorities (digital, innovation, finance, risk) contributes to Board effectiveness during transformation .

RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, tax gross-ups, or committee independence; all directors (except CEO) deemed independent, and SWK reports governance policies prohibiting hedging/pledging and using clawbacks for officers .