Jane M. Palmieri
STANLEY BLACK & DECKERAbout Jane M. Palmieri
Jane M. Palmieri (age 55) has served on Stanley Black & Decker’s Board since 2021 and is classified as an independent director. She is President of Industrial Intermediates & Infrastructure at Dow Inc. (with Asia Pacific oversight) and previously served as Business President, Dow Building & Construction (2013–2017). Her core credentials include global operations and supply chain, sales/marketing, sustainability and product development expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dow Inc. | President, Industrial Intermediates & Infrastructure; Asia Pacific oversight | 2017–present | Leads global industrial operating segments; sustainability/product design focus |
| Dow Inc. | Business President, Dow Building & Construction | 2013–2017 | Commercial and operational leadership |
| Dow Inc. | Various roles (Automotive, Specialty Chemicals, Coating Solutions, Solar) | Not disclosed | Marketing, sales, new business development, business operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None | N/A | No current or past (last 5 years) public company board roles disclosed |
| Dow Inc. | Senior executive (President, I&I) | 2017–present | Current executive role; not a SWK board chair |
Board Governance
- Committee memberships: Corporate Governance and Finance & Pension; not a committee chair .
- Independence: The Board determined all current directors other than the CEO are independent; Audit/Compensation independence standards applied .
- Attendance: In 2024, all directors attended at least 75% of aggregate Board and committee meetings; Board met 6x; Corporate Governance 4x; Finance & Pension 4x .
- Leadership structure: Independent Board Chair (Andrea J. Ayers) with executive sessions of non-management directors at each regularly scheduled Board meeting .
- Overboarding policy: Directors may not serve on >4 other public boards; named executive officers at other public companies may serve only on that company and SWK; all directors are in compliance .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard non-employee director retainer |
| Stock awards (grant-date fair value) | $184,982 | Annual RSU grant valued at $184,982; directors received 2,140 RSUs on May 3, 2024 (fully vested at grant) |
| Committee chair fees | $0 | Not a chair; chair fees only for committee chairs |
| Total (2024) | $309,982 | Sum of cash + stock; no other compensation disclosed for Palmieri |
| Equity Grant Detail | Quantity/Value | Vesting/Settlement |
|---|---|---|
| RSUs granted (May 3, 2024) | 2,140 RSUs | Fully vested at grant; settlement deferred per plan election |
| Outstanding RSUs (as of 2024 FY-end) | 6,346 | Dividend equivalents accrued $39,221; settlement per deferral election |
- Director compensation program: Annual cash retainer $125,000 and annual RSU grant $185,000 (fully vested); Board Chair receives additional quarterly RSUs ($50,000 each). Maximum total director compensation under the 2024 Omnibus Award Plan is $750,000 per year .
- Stock ownership guidelines: Non-employee directors must hold shares equal to 500% of annual retainer within five years; RSUs and deferred units count; individual compliance not disclosed .
Performance Compensation
- Director equity grants are time-based and fully vested at grant; no performance-linked metrics apply to non-employee director compensation .
Other Directorships & Interlocks
| Category | Status | Notes |
|---|---|---|
| Other public company directorships | None | No current/past (last 5 years) public boards for Palmieri |
| Potential interlocks/conflicts | Monitor | Palmieri is a senior executive at Dow Inc.; SWK discloses no related party transactions since Dec. 31, 2024. Board independence review considered certain ordinary-course transactions (example: onsemi via another director), with no related party transactions identified for disclosure . |
Expertise & Qualifications
- Current executive leadership; global manufacturing/logistics/supply chain operations; sales/marketing/brand; sustainability/climate-related risk; product development .
- Skills matrix indicates Palmieri’s marked experience in manufacturing/supply chain, sales/marketing, sustainability/climate risk, and product development; also counted among current executives on the Board .
Equity Ownership
| Holder | Shares of Common Stock Owned | % of Class | Notes |
|---|---|---|---|
| Jane M. Palmieri | 2,011 | <1% | Includes shares credited via deferred director fees; excludes RSUs deferred until separation |
| RSUs & Deferrals | Quantity/Value | Notes |
|---|---|---|
| Outstanding RSUs | 6,346 | Fully vested at grant; settlement deferred; dividend equivalents accrued $39,221 |
| Hedging/Pledging | Prohibited | Company policy prohibits hedging or pledging of Company stock by directors and employees |
Governance Assessment
- Strengths: Independent director with deep industrial operations and sustainability expertise; serves on Corporate Governance and Finance & Pension, both fully independent; Board maintains rigorous independence standards and regular executive sessions; 75%+ attendance across directors; proactive shareholder engagement and strong say-on-pay support (92.7% in 2024; ~90.9% three-year average) bolster investor confidence .
- Alignment: Director pay structure balanced between cash and equity with robust stock ownership guidelines; hedging/pledging prohibited; RSU deferral aligns interests long-term .
- Conflicts/Red Flags: No related party transactions requiring disclosure since Dec. 31, 2024; overboarding compliance affirmed. Potential exposure from external executive role at Dow should be monitored for supplier/customer relationships, though none are disclosed in the proxy .