Andrea J. Ayers
STANLEY BLACK & DECKERAbout Andrea J. Ayers
Independent Chair of the Board at Stanley Black & Decker (SWK); Director since 2014; elected independent Chair in April 2022. Age 61. Former President & CEO of Convergys Corporation with expertise in public company leadership, digital/technology, and strategic transformation. Committee service at SWK includes Executive Committee (Chair), Compensation & Talent Development, and Corporate Governance; determined independent by the Board. Her biography highlights leading a major transformation at Convergys to a 125,000-employee global customer management firm.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Convergys Corporation | President & Chief Executive Officer | Nov 2012 – Oct 2018 | Led transformation to customer management solutions; large-scale global operations management. |
| Convergys Customer Management Group Inc. | Chief Operating Officer | 2010 – 2012 | Operational leadership; technology and human capital management. |
| Convergys Customer Management Group Inc. | President | 2008 – 2012 | Oversaw customer management analytics and technology; transformation execution. |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| United States Steel Corporation | Director | 2023 – Present | Current public company directorship. |
| Endurance International Group Holdings, Inc. | Director | 2019 – 2021 | Public company directorship within last 5 years. |
Board Governance
- Roles: Independent Chair of the Board (since Apr 22, 2022); Executive Committee Chair; member of Compensation & Talent Development and Corporate Governance committees.
- Committee structures (2024 activity): Audit (5 mtgs), Compensation & Talent Development (5), Corporate Governance (4), Finance & Pension (4), Executive (0).
- Independence & attendance: All directors (including Ms. Ayers) attended at least 75% of aggregate Board and applicable committee meetings in 2024. The Board determined all directors except the CEO (Mr. Allan) are independent.
- Committee rosters (as of proxy date): Compensation & Talent Development Committee—Chair: Debra A. Crew; Members include Andrea J. Ayers. Corporate Governance Committee—Chair: Susan K. Carter; Members include Andrea J. Ayers. Both committees are 100% independent.
- 2024 Chair transitions: Ms. Ayers was Chair of the Corporate Governance Committee from Apr 26, 2024 until Jul 25, 2024 (prorated chair fees reflected).
- Chair responsibilities include presiding at Board/independent director/shareholder meetings, shaping agendas with the CEO, advising on committee leadership/composition, and representing the Board in shareholder engagement where appropriate.
- Shareholder engagement: Company invited holders representing ~60% of shares; >40% engaged; topics included strategy, Board composition/skills, risk, sustainability, and executive pay.
Fixed Compensation
Program design for non-employee directors (2024):
| Component | Amount |
|---|---|
| Annual cash retainer | $125,000 |
| Annual fully-vested RSU grant | $185,000 |
| Quarterly fully-vested RSUs for Board Chair | $50,000 per quarter |
| Committee chair retainers | Audit $25,000; Compensation $20,000; Corporate Governance $20,000; Finance & Pension $15,000 |
2024 actual compensation — Andrea J. Ayers:
| Item | Amount ($) |
|---|---|
| Fees earned or paid in cash | 129,875 |
| Stock awards (incl. Chair quarterly RSUs) | 384,879 |
| All other compensation | — |
| Total | 514,754 |
Notes:
- Fees reflect prorated Corporate Governance Committee chair fees during her brief chair tenure in 2024; stock awards include quarterly RSUs for serving as Board Chair.
- Directors may defer cash fees and RSUs; RSUs settle after service ends per the RSU Deferral Plan, with dividend equivalents reinvested.
Performance Compensation
- Non-employee director equity is time-based, fully vested at grant; no performance conditions are used for director equity awards.
- No options or PSUs are disclosed for non-employee directors; the program emphasizes retainer plus fully vested RSUs (and Chair quarterly RSUs).
Performance metric table (directors):
| Metric | Definition/Target | Weight | Outcome/Payout |
|---|---|---|---|
| N/A (directors do not have performance-conditioned pay) | — | — | RSUs fully vested at grant; no performance link. |
Other Directorships & Interlocks
| Company | Overlap/Relationship | Notes |
|---|---|---|
| United States Steel Corporation | None disclosed with SWK | Current directorship since 2023. |
| Endurance International Group Holdings, Inc. | None disclosed with SWK | Director 2019–2021. |
- Related party transactions: None requiring disclosure since Dec 31, 2024.
Expertise & Qualifications
- Public Company CEO experience; Digital/Innovation/Technology; Strategic Transformation; customer management analytics; human capital management.
- Skills matrix flags her “Digital Experience” competency among Board skills deemed important to SWK’s strategy and transformation.
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial ownership (Feb 28, 2025) | 28,078 shares; <1% of class. |
| Directly held | 15,500 shares. |
| Deferred comp credited as shares | 12,578 shares included in beneficial total. |
| Outstanding RSUs (director plan) | 13,947 RSUs outstanding; fully vested with deferred settlement. |
| Accrued dividend equivalents on RSUs | $87,532. |
| Stock ownership guideline | 500% of annual retainer within 5 years; RSUs and deferred shares count toward compliance. |
| Hedging/pledging | Prohibited for directors; no pledging or hedging of Company stock allowed. |
Governance Assessment
- Board effectiveness: As independent Chair since 2022, Ayers centralizes agenda-setting, facilitates independent director input, and can directly represent the Board in shareholder engagement—supportive of strong oversight.
- Independence & attendance: Independent; the Board reports all directors met at least the 75% attendance threshold in 2024—no attendance red flags.
- Committee work: Serves on two key committees (Compensation & Talent Development; Corporate Governance) that are 100% independent; briefly chaired Corporate Governance in 2024—indicative of trust in governance leadership.
- Director pay mix & alignment: Material equity component via fully vested RSUs and additional quarterly RSUs as Chair; while awards are time-based (no performance linkage), deferral and post-service settlement help align with long-term outcomes. The overall program is benchmarked to peers and capped at $750,000/year under the 2024 Plan.
- Ownership alignment: Holds 28,078 shares plus 13,947 outstanding RSUs and is subject to a 500% retainer stock ownership guideline; RSUs and deferred shares count toward this requirement.
- Conflicts & policies: No related-party transactions disclosed; stringent hedging/pledging prohibitions; clawback policy compliant with SEC/NYSE rules.
- Shareholder sentiment: Say-on-pay support strong (~90.9% three-year average), reducing governance overhang risk tied to compensation practices.
RED FLAGS
- None disclosed: no related-party transactions, no hedging/pledging, attendance threshold met. Note: director equity is fully vested at grant (time-based), which some investors may view as lower performance sensitivity compared to PSU-based constructs, although deferral mitigates short-termism.