Debra A. Crew
STANLEY BLACK & DECKERAbout Debra A. Crew
Debra A. Crew is an independent director of Stanley Black & Decker (SWK) and currently serves as Chief Executive of Diageo plc; she has served on SWK’s Board since 2013 and is 54 years old, bringing senior operating, marketing and strategy expertise from global CPG and tobacco sectors . She is Chair of SWK’s Compensation & Talent Development Committee and also serves on the Executive Committee and Finance & Pension Committee, positioning her at the center of human capital oversight and capital structure risk discussions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diageo plc | Chief Executive; previously Interim CEO, COO; President, North America & Global Supply | CEO (Jun 2023–present); Interim CEO (Jun 2023); COO (Oct 2022–Jun 2023); President NA & Global Supply (Jul 2020–Sep 2022) | Global P&L leadership, supply chain and brand execution experience |
| Reynolds American, Inc. | President & Chief Executive Officer | Jan 2017–Dec 2017 | Public company CEO experience; regulation-heavy industry |
| R.J. Reynolds Tobacco Co. | President & COO; President & Chief Commercial Officer | Oct 2015–Dec 2016; Oct 2014–Oct 2015 | Commercial and operations leadership in highly regulated markets |
| PepsiCo, Inc. | Multiple senior roles incl. President, North America Nutrition; President, PepsiCo Americas Beverages; President, Western Europe | 2010s (years not fully itemized) | Global brand, strategy, and go-to-market expertise |
| Kraft Foods; Nestlé S.A.; Mars, Inc. | Roles of increasing responsibility | 1997–2010 | Multi-category CPG operating and marketing exposure |
| U.S. Army | Captain | 1993–1997 | Leadership foundation and discipline |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Diageo plc | Director | 2023–present | Current public company directorship; also Diageo CEO |
| Mondelēz International, Inc. | Director (past 5 years) | 2018–2021 | Prior public company board service |
| Newell Brands Inc. | Director (past 5 years) | 2018–2020 | Prior public company board service |
| Diageo plc | Director (prior stint) | 2019–2020 | Prior board stint before current CEO/Director role |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent director per Board determinations and NYSE standards (heightened independence for Comp Committee) |
| Committee Assignments | Chair, Compensation & Talent Development; Member, Executive; Member, Finance & Pension |
| Committee Meeting Frequency (2024) | Compensation & Talent Development: 5 meetings; Finance & Pension: 4; Audit: 5; Corp Gov: 4; Board met 6 times; Executive Committee: 0 in 2024 |
| Attendance | All directors serving in 2024 attended at least 75% of Board and applicable committee meetings |
| Board Leadership | Independent Chair (Andrea J. Ayers); independent director executive sessions at each regularly scheduled Board and committee meeting |
| Overboarding & Retirement | Policy: directors may not serve on >4 other public boards; named executive officers at another public company may serve only on that company and SWK; mandatory retirement at 75 |
| Stock Ownership Guidelines | Non-employee directors must hold shares equal to 500% of annual retainer within 5 years; RSUs and deferred share units count |
| Hedging/Pledging | Prohibited for directors, officers, employees |
| Clawback | NYSE/SEC-compliant mandatory clawback policy for Section 16 officers (incentive comp) |
Fixed Compensation
- Non-Employee Director Compensation Program (2024):
- Annual cash retainer: $125,000; Annual fully-vested RSU grant: $185,000; Committee chair retainers: Audit $25,000; Compensation $20,000; Corporate Governance $20,000; Finance & Pension $15,000; Board Chair quarterly RSUs $50,000 each .
| Director (2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Debra A. Crew | 145,000 | 184,982 | 10,000 (matching gifts) | 339,982 |
- 2024 annual director RSU grant mechanics:
- 2,140 RSUs granted May 3, 2024 to each director (except Campbell, Garrison, Tan); fully vested at grant; settlement deferred until board service ends per elections; dividends accrue and settle with shares .
Performance Compensation
- Directors do not have performance-based compensation at SWK; equity grants are fully vested at grant (no performance metrics/targets). RSUs may be deferred; no options or PSUs disclosed for directors .
| Component | Metric(s) | Weight | Targets/Outcomes | Notes |
|---|---|---|---|---|
| Director Equity (RSUs) | None (time-based, fully vested at grant) | N/A | 2,140 RSUs (5/3/2024) | Dividend equivalents accrue; settlement post-service per election |
Other Directorships & Interlocks
| External Board | Overlap/Interlock Risk to SWK | Commentary |
|---|---|---|
| Diageo plc (current) | Low direct commercial overlap; no related-party transactions disclosed | SWK disclosed no related party transactions requiring disclosure since 12/31/2024 |
| Mondelēz International (past) | None indicated | Prior service; no SWK transactions noted |
| Newell Brands (past) | None indicated | Prior service; no SWK transactions noted |
Expertise & Qualifications
| Expertise | Evidence |
|---|---|
| Public company CEO experience | CEO roles at Diageo; prior CEO of Reynolds American |
| Sales/Marketing/Brand Management | Senior commercial roles at PepsiCo and tobacco businesses; board matrix flags brand expertise |
| Legal/Regulatory/Government Affairs | Leadership in regulated industries (tobacco, alcohol); matrix flags regulatory expertise |
| Product/Innovation | Exposure to innovation planning; matrix flags product and innovation/technology |
| Strategic Transformation | Led transformations in prior roles; matrix flags strategic transformation |
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 14,593 shares; reflects shares credited via director fee deferrals |
| Percent of class | <1% |
| Outstanding director RSUs (unsettled) | 7,771 RSUs; accrued dividend equivalents $61,567 |
| Pledged/Hedged | Prohibited by policy (hedging and pledging) |
| Ownership guidelines | 500% of annual retainer within 5 years; RSUs and deferred shares count |
Governance Assessment
-
Strengths:
- Independent status with deep operating and brand expertise; chairs the Compensation & Talent Development Committee (5 meetings in 2024) and participates in Executive and Finance & Pension oversight, aligning with SWK’s transformation and capital discipline focus .
- Shareholder support for her 2025 re-election was strong (For: 120,753,883; Against: 4,906,941; Abstain: 138,051), and Say-on-Pay received majority support (99.5M For vs. 26.0M Against) .
- Robust governance policies: prohibition on hedging/pledging, director ownership guidelines (500% retainer), majority voting, independent Chair, recurring executive sessions, and clawback policy .
- Director pay structure balanced (cash + fully vested RSUs) and aligned to market median per independent consultant Pay Governance; total annual compensation well below $750,000 plan cap .
-
Potential Risks and Watch Items:
- Time/overboarding: As a sitting CEO (Diageo), her external board service must meet SWK policy limiting named executive officers at another public company to that company plus SWK; current disclosures indicate compliance (current public company board: Diageo; no others) .
- Related-party exposure: None disclosed since 12/31/2024; continue to monitor any Diageo–SWK commercial relationships; Audit Committee pre-approves related party transactions .
- Compensation committee leadership scrutiny: While overall Say-on-Pay support is strong (approx. 90.9% average over three years; 92.7% in 2024), any future dip could focus investor attention on her committee’s decisions; current committee uses independent advisor (Pay Governance) with independence affirmed .
Fixed Compensation (Program Detail)
| Element | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard for all non-employee directors |
| Committee chair fees | $20,000 (Compensation Chair) | Additional to retainer; other chairs: Audit $25k; Gov $20k; Finance & Pension $15k |
| Equity | $185,000 in fully-vested RSUs annually | 2,140 RSUs on 5/3/2024; dividend equivalents accrue; settlement deferred post-service |
| Matching gifts | Up to $10,000 company match | Reflected as “All Other Compensation” when disbursed |
Performance Compensation (Director)
| Item | Disclosure |
|---|---|
| Performance metrics | None for director equity; RSUs fully vested on grant; no options/PSUs for directors disclosed |
| Vesting/Settlement | Fully vested at grant; settlement deferred to post-service per director election; dividends accrue |
SAY-ON-PAY & SHAREHOLDER FEEDBACK
- Shareholder engagement: Management and directors invited holders representing ~60% of shares to engage; >40% engaged or indicated no additional meeting required; topics included strategy, board skills, HCM, risk, sustainability, and executive compensation .
- Say-on-Pay outcomes: 2025 advisory vote results—For: 99,520,434; Against: 25,985,357; Abstain: 293,084; 2024 approval ~92.7% and three-year average ~90.9% noted in proxy .
RELATED PARTY TRANSACTIONS
- Policy and 2024–2025 status: Audit Committee reviews/approves related person transactions; none requiring disclosure since December 31, 2024 . Audit Committee also pre-approves related party transactions and oversees compliance .
COMPENSATION COMMITTEE ANALYSIS
- Composition and independence: Chaired by Debra A. Crew; members include Ayers, Garrison, Manning, Poul; 100% independent; 5 meetings in 2024 .
- Consultant: Pay Governance retained; independence affirmed; advises Compensation Committee; also advises Corporate Governance Committee on director compensation .
- Program governance: Clawback policy compliant with SEC/NYSE; anti-hedging/pledging; emphasis on performance alignment in executive plans (not applicable to director equity) .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or attendance. Monitor time commitments given CEO role at Diageo (policy-compliant at present) and future Say-on-Pay trends given Crew’s role as Compensation Chair .