John L. Garrison, Jr.
STANLEY BLACK & DECKERAbout John L. Garrison, Jr.
Independent director at Stanley Black & Decker (SWK) since October 21, 2024; age 64. Former Chairman, President and CEO of Terex (2015–2024), previously CEO of Bell Helicopter (Textron) (2009–2015), with prior U.S. Army service as an Airborne Ranger-qualified Artillery Officer (1982–1992). Core credentials include public company CEO experience, manufacturing/supply chain/global operations, product development, strategic transformation, and legal/regulatory exposure. Education not disclosed in the proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Terex Corporation | President & Chief Executive Officer; later Chairman | Nov 2015 – Jan 2024 | Led operational excellence and transformations; prior board service (2018–2024) |
| Bell Helicopter (Textron) | President & Chief Executive Officer | 2009 – 2015 | Aerospace operations leadership |
| United States Army | Artillery Officer (Airborne Ranger qualified) | 1982 – 1992 | Leadership credentials and discipline |
External Roles
| Company | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Flowserve Corp. | Director | 2018 – present | Chair, Organization & Compensation Committee |
| Terex Corporation | Director (prior) | 2018 – 2024 | Director during his CEO tenure |
Board Governance
- Committee assignments: Member, Compensation & Talent Development; Member, Corporate Governance. Not a committee chair at SWK .
- Independence: All current directors except the CEO are independent; SWK prohibits hedging or pledging by directors and officers .
- Attendance: Board met 6 times in 2024; all directors then serving attended at least 75% of Board and committee meetings. Committees met: Compensation (5), Corporate Governance (4) .
- Executive sessions: Non-management directors meet in executive session at each regularly scheduled Board meeting .
- Election signal: Strong shareholder support at 2025 Annual Meeting—For: 124,765,302; Against: 894,219; Abstain: 139,354 (Broker non-votes: 11,289,455) .
| Committee | Role | Meetings in 2024 | Chair |
|---|---|---|---|
| Compensation & Talent Development | Member | 5 | Debra A. Crew |
| Corporate Governance | Member | 4 | Susan K. Carter |
Fixed Compensation
| Component | 2024 SWK Director Program Terms | Notes |
|---|---|---|
| Annual Cash Retainer | $125,000 | Applies to all non-employee directors |
| Committee Chair Retainers | Audit $25,000; Compensation $20,000; Corporate Governance $20,000; Finance & Pension $15,000 | Garrison is not a chair at SWK |
| Meeting Fees | Not disclosed | — |
| Director (2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| John L. Garrison, Jr. | 23,611 | 0 | 0 | 23,611 |
| Program benchmark (for context) | — | Annual RSU grant $185,000 (fully vested) | — | — |
Notes: 2024 RSU grants were made on May 3, 2024 to all then-serving directors except Messrs. Campbell, Garrison, and Tan; hence Garrison (appointed Oct 21, 2024) did not receive the May grant and had 0 outstanding RSUs at year-end .
Performance Compensation
| Element | Terms | 2024 Status for Garrison |
|---|---|---|
| Annual RSU grant (fully vested) | $185,000 grant; fully vested at grant; dividend equivalents accrue and settle with distribution; settlement generally post-service (lump sum or installments) | Not granted in 2024 due to Oct appointment; outstanding RSUs: 0; accrued dividend equivalents: $0 |
| Board Chair equity | Quarterly fully vested RSUs of ~$50,000 each for Chair | Not applicable |
| Performance-linked metrics | None for non-employee directors; director equity is not performance-based | N/A |
| Clawback & anti-hedging | Comprehensive clawback policies; hedging/pledging prohibited for directors | Applies |
Change-in-control terms under 2024 Omnibus Plan: Double-trigger vesting (requires change in control and qualifying termination if replacement award provided); if no replacement award, awards vest at target; director compensation capped at $750,000/year .
Other Directorships & Interlocks
| Entity | Relationship to SWK | Potential Interlock/Transaction | Assessment |
|---|---|---|---|
| Flowserve Corp. | External public board (industrial flow control) | None disclosed with SWK | No related party transactions requiring disclosure since Dec 31, 2024 |
| Terex Corporation | Prior employer and director | None disclosed with SWK | No related party transactions requiring disclosure since Dec 31, 2024 |
SWK specifically reviewed ordinary-course transactions with ON Semiconductor (related to another director) and found no related party issues; no related party transactions disclosed for Garrison .
Expertise & Qualifications
- Public company CEO experience; strategic transformation; manufacturing/logistics/supply chain/global operations; product development; legal/regulatory/government affairs .
- Board skill matrix underscores strategic transformation and operations capabilities aligned with SWK’s ongoing cost and supply chain transformation .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 285 shares | Includes shares credited via director fee deferrals |
| % of shares outstanding | ~0.00018% (285 / 154,537,524) | Shares outstanding record date 2025: 154,537,524 ; calculation shown |
| Outstanding RSUs | 0 | Dividend equivalents on outstanding RSUs: $0 |
| Pledging/Hedging | Prohibited by policy for directors/officers/employees | Alignment positive |
| Director ownership guidelines | 500% of annual retainer within 5 years; RSUs and deferred units count | Individual compliance status not disclosed |
Say-on-Pay & Shareholder Feedback (context for governance)
- 2024 Say-on-Pay approval: 92.7% (three-year average ~90.9%) .
- 2025 Say-on-Pay votes: For 99,520,434; Against 25,985,357; Abstain 293,084; Broker non-votes 11,289,455 (vote counts reflect lower support vs 2024) .
Governance Assessment
- Strengths: Independent status; relevant transformation and operations expertise; dual committee roles (Corporate Governance and Compensation) enhance oversight of talent, pay, and board practices; anti-hedging/pledging and robust clawback policies; no related party transactions disclosed; strong shareholder support for his 2025 election .
- Watch items: Low current personal share ownership (285 shares; 0 RSUs), albeit consistent with late-2024 appointment; monitor progression toward the 500% retainer ownership guideline over the 5-year window for alignment optics .
- Committee effectiveness signals: Compensation Committee met 5 times; Corporate Governance 4; all directors met attendance threshold; executive sessions each regular meeting; Pay Governance retained as independent consultant for compensation (independence confirmed) .
- Shareholder sentiment: 2025 Say-on-Pay showed lower support versus 2024; continued engagement and pay-for-performance rigor (e.g., double-trigger CIC, no tax gross-ups on perquisites except relocation) help mitigate concerns .
Overall, Garrison adds high-utility operating and transformation expertise to SWK’s board during an intensive supply chain and margin recovery phase; alignment mechanisms are solid, but building a larger personal stake over time would strengthen investor confidence in director-level skin-in-the-game .