Michael D. Hankin
STANLEY BLACK & DECKERAbout Michael D. Hankin
Michael D. Hankin, age 67, is an independent director of Stanley Black & Decker (SWK) since 2016 and currently serves as Chair of the Finance & Pension Committee and as a member of the Audit and Executive Committees . He is Co‑President & Co‑Chief Executive Officer of Brown Advisory Incorporated and previously served as its President & CEO (1998–2025), bringing deep finance, capital allocation, legal, risk management, cybersecurity, and sustainability oversight expertise; the Board designates him an Audit Committee Financial Expert and confirms his independence under NYSE standards . His profile emphasizes decades of leadership building a global financial firm (growing AUM from ~$1.5B to >$170B), offering investor stewardship perspective critical to SWK’s transformation and capital structure oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown Advisory Incorporated | Co‑President & Co‑Chief Executive Officer | 2025–present | Grew firm from ~$1.5B to >$170B AUM over tenure (underscores capital allocation/strategy expertise) |
| Brown Advisory Incorporated | President & Chief Executive Officer | 1998–2025 | Led complex global financial company; finance, capital allocation, risk oversight |
| Alex Brown Investment Advisory & Trust Company | Executive Vice President & Chief Operating Officer | 1993–1998 | Finance/operations leadership |
| Piper & Marbury (now DLA Piper) | Partner, business and tax law | Not disclosed | Legal/regulatory expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None (public company boards) | — | — | No current or past (last 5 years) public company directorships |
Board Governance
- Independence: All current directors, except the CEO, are independent; SWK’s Board confirms Hankin’s independence under SEC/NYSE standards .
- Audit Committee Financial Expert: Hankin meets the SEC criteria for Audit Committee Financial Expert; Audit Committee members are financially literate .
- Attendance: Board met six times in 2024; all directors attended at least 75% of the aggregate of Board and applicable committee meetings; eight directors attended the 2024 annual meeting .
- Executive sessions: Non‑management directors hold executive sessions at each regularly scheduled Board meeting .
- Stock ownership guidelines: Non‑employee directors must hold shares equal to 500% of the annual retainer within five years; RSUs and director deferred units count toward compliance .
- Hedging/pledging prohibition: Directors, officers, and employees are prohibited from hedging or pledging Company stock .
| Committee | Role | 2024 Meetings | Scope/Responsibilities |
|---|---|---|---|
| Finance & Pension | Chair | 4 | Reviews financial condition, capital structure, retirement plans, ERM process |
| Audit | Member | 5 | Financial reporting integrity, auditor oversight, compliance/risk oversight, related‑party approval |
| Executive | Member | 0 (not needed in 2024) | Acts between Board meetings per charter |
Fixed Compensation
| Component (2024) | Hankin Amount ($) | Program Terms |
|---|---|---|
| Annual cash retainer | 140,000 | Standard retainer $125,000; Finance & Pension Chair retainer $15,000 |
| Stock awards (RSUs, fully vested at grant) | 184,982 | 2,140 RSUs with dividend equivalents granted May 3, 2024; RSUs are fully vested at grant and typically deferred until ~90 days post‑service |
| All other compensation (charitable match) | 10,000 | Company matches up to $10,000 to qualified charities; reported when disbursed |
| Total | 334,982 | Director compensation capped at $750,000 under 2024 Omnibus Award Plan |
Program features:
- Non‑employee director compensation comprised of cash retainers and fully vested RSUs; deferral elections available via director deferred compensation plans; dividends on deferred RSUs reinvested and paid at settlement .
- Pay Governance advises on director compensation; 2024 levels aligned with median of SWK’s Compensation Peer Group .
Performance Compensation
| Metric/Feature | Applies to Directors? | Notes |
|---|---|---|
| Performance‑based bonus/metrics | No | Directors receive fixed cash retainers and fully vested RSUs; no performance metrics or variable payouts disclosed for directors |
| Equity vesting performance conditions | No | Director RSUs vest at grant; settlement deferred per plan elections |
| Annual limit | Yes | Equity plan includes annual cap on total director compensation |
Other Directorships & Interlocks
| Company | Role | Tenure | Committees/Interlocks |
|---|---|---|---|
| None | — | — | No current or past (last 5 years) public boards; reduces interlock risk |
Expertise & Qualifications
- Core skills: Finance/accounting/capital allocation; legal/regulatory/government affairs; risk management; cybersecurity; sustainability and climate‑related risk; current executive leadership .
- Audit Committee Financial Expert designation confirms technical financial oversight capability .
- Strategic value: Decades leading a global investment firm and capital allocation experience directly support SWK’s capital structure, liquidity, ERM, and transformation oversight .
Equity Ownership
| Item | Hankin | Notes |
|---|---|---|
| Shares of common stock owned | 12,956 | Includes 10,799 deferred director fee shares credited and 2,157 shares held via IRA |
| Outstanding RSUs (#) | 7,771 | Director RSUs are fully vested at grant; settlement deferred per plan |
| Accrued dividend equivalents ($) | 61,567 | Paid upon RSU settlement |
| Ownership as % of class | <1% | Directors, nominees, and officers as a group own <1% |
| Pledged/hedged shares | Prohibited by policy | Hedging and pledging prohibited for directors |
| Ownership guideline | 500% of annual retainer (5x) | Compliance status not specifically disclosed |
Insider Trades & Section 16 Compliance
| Item | Status | Source |
|---|---|---|
| Section 16 filing compliance (2024) | In compliance for directors; one late Form 3 for Ms. Wintner (not a director) due to administrative error |
Governance Assessment
- Board effectiveness: Hankin’s chair role on Finance & Pension aligns with his finance and risk background; Audit Committee Financial Expert designation strengthens financial controls oversight .
- Independence & conflicts: Board confirms independence; related‑party transactions policy overseen by Audit Committee; no related person transactions requiring disclosure since Dec 31, 2024 (no identified conflicts) .
- Engagement & attendance: Directors met/executive sessions held regularly; ≥75% attendance; supports active oversight; eight directors attended the 2024 annual meeting .
- Compensation alignment: Director pay is balanced between cash and equity with an annual cap; no performance‑based elements—reduces risk of misaligned incentives; robust stock ownership guidelines and anti‑hedging/pledging policy strengthen alignment .
- Compensation governance signals: Compensation Committee uses independent consultant (Pay Governance) and adheres to best practices; strong say‑on‑pay support (~90.9% three‑year average; 92.7% in 2024) indicates shareholder confidence in governance and pay design—an indirect positive for Board credibility .
RED FLAGS
- None disclosed: No related‑party transactions, pledging/hedging prohibited, and overboarding policies in place; Hankin holds no other public company directorships (low interlock risk) .
- Watch item: As a sitting Co‑President & Co‑CEO at Brown Advisory, time‑commitment is managed under SWK’s overboarding and pre‑clearance policies; the Corporate Governance Committee reviews capacity and compliance annually (policy compliance asserted) .