Janet M. Link
STANLEY BLACK & DECKERAbout Janet M. Link
Senior Vice President, General Counsel & Secretary of Stanley Black & Decker since July 2017; responsible for all legal and corporate compliance matters. Prior roles include EVP & General Counsel at J.C. Penney, deputy GC at Clear Channel Outdoor and CC Media (iHeartMedia), and partner at Latham & Watkins. Education: B.A. (Yale), J.D. (Columbia Law School). Age: 55. Tenure at SWK: ~8 years (appointed July 25, 2017; stepping down effective Nov 30, 2025). Company performance context during latest year: FY2024 revenue $15.4B; net income (GAAP) $294.3M; CFROI 9.4%; cumulative TSR (five-year PVP metric) $56 vs peer group $186, underscoring long-term underperformance despite 2024 operational progress .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| J.C. Penney Company, Inc. | EVP, General Counsel | Pre-2017 | Led legal/compliance during retail transformation |
| Clear Channel Outdoor Holdings / CC Media (iHeartMedia) | Deputy General Counsel | Pre-2014 | Corporate governance and regulatory for media portfolio |
| Latham & Watkins | Partner | Prior | Complex litigation/corporate advisory grounding for in‑house roles |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Courts (C.D. Cal.; 9th Cir.) | Judicial Clerkships | Early career | Appellate/trial court exposure shaping legal rigor |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $655,000 | $701,667 | $732,500; base set at $740,000 effective 4/1/2024 |
| All Other Compensation ($) | $122,685 | $97,299 | $157,332 |
2024 perquisites detail:
- Company RAP contributions $32,200; Supplemental RAP contributions $77,746; life insurance $19,666; disability $7,242; other $20,478; total “All Other Compensation” $157,332 .
- Perquisite policy: supplemental life/LTD insurance, financial planning, executive medical exam; no tax gross-ups on perquisites (other than relocation) .
Performance Compensation
| Component | Structure | Weighting/Targets | 2024 Actual/Payout |
|---|---|---|---|
| MICP (Annual Bonus) | Corporate metrics: Adjusted EPS, Free Cash Flow, Adjusted Gross Margin Rate; + Adjusted GM modifier | 30% EPS; 40% FCF; 30% Adj. GM Rate; modifier up to +10% | EPS $4.36 (Target $4.00); FCF $753M (Max $750M); Adj. GM Rate 30.0% (Target 29.8%); modifier threshold not achieved (30.0% vs 30.3% threshold) . Weighted payout 173.6% of target; bonus paid $1,080,877 . |
| LTIP PSUs (2022–2024) | CFROI (40%); Adjusted EPS (35%); Relative TSR (25%) | Threshold→Max; three-year | Below threshold on all metrics; payout 0% (zero shares) . |
| LTIP PSUs (2024–2026) | CFROI (40%); Relative Organic Sales Growth vs Market (35%); Relative TSR (25%) | CFROI goals 8%/9%/10% (2024–2026); Growth vs Market 0.5x/1.0x/1.5x; TSR 25th/50th/75th percentile | 2024 CFROI measured at 8.5% (below target) . 2024 grant target PSUs: 12,986; threshold 6,493; max 25,972 . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 91,198 shares of common stock as of Feb 28, 2025 . |
| Ownership as % of Outstanding | ~0.059% (91,198 / 154,537,524 shares outstanding) . |
| Vested vs Unvested RSUs (counts by grant) | Unvested RSUs: Dec 10, 2021 (588); Apr 22, 2022 (6,999); Dec 6, 2022 (1,953); Feb 15, 2023 (3,321); Mar 1, 2024 (5,876) . |
| Options (exercisable/unexercisable; strike) | Unexercisable options outstanding include: 11,450 @ $90.32 (2/15/2023); 20,792 @ $89.34 (3/1/2024); plus earlier series; many older grants at higher strikes ($168.78, $150.70, $179.85) . |
| In-the-money status (12/27/2024) | Closing price $80.58; options at $77.83 (12/6/2022) slightly ITM; options at $89.34 and $90.32 OTM; high-strike options deeply OTM . |
| Stock Ownership Guidelines | Other Executive Officers must hold ≥3x base salary within 5 years; RSUs count; options do not . |
| Hedging/Pledging | Prohibited for all officers/directors/employees . |
| Section 16 compliance | Company noted compliance in FY2024 (one late Form 3 for another officer) . |
Employment Terms
| Provision | Term/Amount | Source |
|---|---|---|
| Start Date at SWK | Offer letter in June 2017; appointed July 25, 2017 as SVP, GC & Secretary | |
| Departure | Stepping down effective November 30, 2025 . | |
| Initial compensation (hire) | Base salary $520,000; target bonus 75% (2017 guarantee at target); one-time RSU grant ~$2,000,000 (four-year vest); sign-on bonus $350,000 . | |
| CIC Agreement | Double-trigger; cash severance equal to 2.5x base salary and 2.5x average annual bonus (last 3 years); 2.5 years benefits continuation; perquisites; +2.5 years retirement service credit; up to $50,000 outplacement; subject to 2-year non-compete/non-solicit . | |
| Plan Accelerations (CIC) | If awards not assumed/replaced, options and RSUs vest at target on change in control; MICP pays pro rata at target; otherwise double-trigger applies . | |
| Severance (no CIC; job loss) | Executive Separation Pay Policy provides 52 weeks of separation pay for job loss events; at Dec 27, 2024 scenario, severance modeled at $740,000; pro-rata 2024 bonus $1,080,877; additional vesting values per table . | |
| Clawbacks | Mandatory clawback (SEC/NYSE Rule 10D‑1) for incentive comp upon financial restatement; discretionary clawback (Feb 2025) for misconduct covering cash/equity incentives . |
2024 Grant and Outstanding Awards Detail (clarity on vesting schedules)
| Award Type | Grant Date | Quantity/Strike | Vesting Schedule |
|---|---|---|---|
| RSU | Mar 1, 2024 | 5,876 units | 3 equal annual installments (1st–3rd anniversary) . |
| Options | Mar 1, 2024 | 20,792 @ $89.34 | 3 equal annual installments (1st–3rd anniversary) . |
| LTIP PSUs | Mar 1, 2024 | Target 12,986 (thresh 6,493; max 25,972) | Earned/forfeited based on 2024–2026 CFROI, Organic Sales vs Market, Relative TSR . |
| Legacy RSUs | Various (2021–2023) | See counts above | Legacy grants vest per 4-year (pre‑Dec 2022) or 3-year (post‑Dec 2022) schedules . |
2024 Compensation Mix and Outcomes (Pay-for-Performance view)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | $2,051,823 | $1,350,014 | $1,574,945 |
| Option Awards ($) | $455,994 | $450,011 | $524,998 |
| Non-Equity Incentive ($) | — | $872,235 | $1,080,877 |
| Total Compensation ($) | $3,285,502 | $3,471,226 | $4,070,652 |
| MICP Target Bonus (% salary) | 75% (historical; increased Jan 1, 2024) | 75% | 85% (effective Jan 1, 2024) |
| MICP Weighted Payout (% target) | — | — | 173.6% |
Performance & Track Record
- 2024 operational metrics exceeded targets on EPS and FCF and hit target GM rate; annual bonuses paid above target while long-term 2022–2024 PSUs paid zero, signaling rigorous three-year hurdles and reinforcing at-risk pay structure .
- Five-year Pay-versus-Performance TSR metric at $56 vs peer group $186; net income (GAAP) $294.3M; CFROI 9.4% for 2024 .
- Company delivered supply-chain transformation and gross margin progress (FY24 gross margin 29.4%; adjusted 30.0%) and $753M FCF; debt reduced ~$1.1B .
Compensation Structure Analysis
- Year-over-year mix: meaningful equity grants (RSUs/options) plus PSUs (50% of LTI), keeping majority of total target comp variable and contingent on multi-year outcomes; 2024 mix consistent with SWK’s median market targeting .
- Shift to RSUs/options three-year vesting since Dec 2022 improves retention but reduces risk vs legacy four-year schedules; PSUs remain central for long-term alignment (CFROI/Organic Growth/TSR) with recent cycles demonstrating payout rigor (0% for 2022–2024) .
- No hedging/pledging allowed; robust clawback framework reduces governance risk and improves alignment .
Risk Indicators & Red Flags
- Insider selling pressure: largely constrained—most options were OTM at FY2024 close ($80.58), except the $77.83 strike series; near-the-money 2023/2024 options ($89.34/$90.32) could become exercisable with price recovery .
- Related party transactions: none requiring disclosure since 12/31/2024 .
- Say-on-pay: strong approvals (~90.9% three-year; 92.7% in 2024), indicating shareholder support for compensation governance .
Equity Ownership & Guideline Compliance (Skin-in-the-Game)
- Owned shares: 91,198 (<1% of float) .
- At $80.58 FY2024 close, owned-share value ≈ $7.35M; guideline minimum of 3x base salary ($740k) implies ≈ $2.22M—her owned shares alone appear to exceed policy minimum (RSUs also count; options do not) .
- Policy prohibits hedging/pledging (reduces misalignment risk) .
Employment & Contracts (Retention/Transition)
- CIC economics: double-trigger with 2.5x base and 2.5x average bonus plus benefits/outplacement; plan-based accelerations at target if awards not assumed; non-compete/non-solicit 2 years .
- Severance policy (no CIC): for a job loss event, 52 weeks separation pay; modeled values at FY2024 show severance $740,000 with pro-rata bonus mechanics; voluntary departure typically not eligible (her 8‑K states stepping down) .
- Clawbacks (mandatory and discretionary) in place for restatement or misconduct .
Investment Implications
- Alignment: Strong—heavy performance-based pay and stringent PSUs (0% 2022–2024) demonstrate real downside in long-term incentives; anti-pledging and clawbacks further align behavior .
- Near-term selling pressure: Limited—options largely OTM at FY2024 close; RSU vesting creates predictable supply but not outsized pressure; beneficial ownership is modest relative to float .
- Retention risk: Elevated—8‑K disclosure of her departure (Nov 30, 2025) introduces transition/knowledge continuity considerations in legal/compliance; backfill timing and handover quality are watch items .
- Governance quality: Best practices on CIC (double trigger), no tax gross-ups (perqs), clawbacks, stock ownership guidelines, and strong Say‑on‑Pay support reduce governance risk premia .
- Company performance context: 2024 operational improvement (EPS/FCF/margins) supports above-target annual payouts, but multi-year TSR and CFROI trends reflect ongoing transformation—investors should weigh LTIP metric redesign (2025–2027 adds Adjusted EBITDA weighting to 45%) for forward alignment and valuation focus .
Sources: SWK 2025 Proxy (DEF 14A) and SEC/press materials for biography and employment terms .