Robert J. Manning
STANLEY BLACK & DECKERAbout Robert J. Manning
Robert J. Manning, age 61, is an independent director of Stanley Black & Decker and has served on the Board since 2022. He is the Audit Committee Chair and also serves on the Executive, Corporate Governance, and Compensation & Talent Development Committees. Manning is the retired Chairman and Chief Executive Officer of MFS Investment Management, bringing over three decades of investment stewardship, risk management, and capital allocation expertise to the Board, and is designated an Audit Committee Financial Expert. His background includes roles as CEO, CIO, Executive Chairman, and Non-Executive Chairman at MFS, with earlier career progression from fixed income research to portfolio management and strategy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MFS Investment Management | Chairman (Executive 2017–2021; Non-Executive 2021–2022) | 2010–2022 | Led investment stewardship; informed risk management and capital allocation oversight |
| MFS Investment Management | Chief Executive Officer and Chief Investment Officer; Co-CEO | 2004–2017 (Co-CEO 2015–2017) | Deepened operational leadership and investor perspective |
| MFS Investment Management | Fixed Income Research Analyst; Fixed Income Portfolio Manager; Fixed Income Strategist; Director of Fixed Income Research | Joined 1984; roles over career | Built fixed income and markets expertise |
External Roles
| Category | Company | Role | Tenure |
|---|---|---|---|
| Current public company boards | None | — | — |
| Prior public company boards (last 5 years) | None | — | — |
Board Governance
- Committee assignments: Audit (Chair), Executive, Corporate Governance, Compensation & Talent Development; Audit Committee composition is 100% independent with Manning as Chair and designated a Financial Expert.
- Independence: The Board determined all directors except the CEO are independent under SEC/NYSE standards; Manning is independent.
- Meetings and attendance: Board met 6 times in 2024; Audit (5), Corporate Governance (4), Finance & Pension (4), Compensation & Talent Development (5). All directors attended at least 75% of their Board and committee meetings.
- Board leadership: Independent Chair structure; non-management directors meet in executive session at each regularly scheduled Board meeting.
- Stock ownership guidelines: Non-employee directors must hold stock equal to 500% of annual retainer within five years; hedging and pledging of Company stock are prohibited.
- Related party transactions: None requiring disclosure since December 31, 2024.
- Shareholder engagement: Company invited holders of ~60% of shares to engage; >40% engaged or responded positively; feedback incorporated by Board and committees.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard non-employee director cash retainer |
| Audit Committee Chair cash retainer | $25,000 | Manning succeeded Patrick D. Campbell as Audit Chair effective March 9, 2024 (prorated in 2024) |
| Total fees earned or paid in cash (Manning) | $145,278 | Reflects retainer and prorated chair fees |
| Annual RSU grant (fully vested) | $185,000 | Standard director equity grant value |
| Stock awards (Manning) | $184,982 | Grant date fair value for 2024 RSUs |
| Total director compensation (Manning) | $330,260 | Cash + stock |
Director Compensation Table (2024):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Robert J. Manning | 145,278 | 184,982 | 330,260 |
Policy and Caps:
- Maximum total compensation payable to any non-employee director under the 2024 Omnibus Award Plan: $750,000 per year.
- Directors may defer cash and/or RSUs under the Deferred Compensation Plan and RSU Deferral Plan; dividends on deferred RSUs are reinvested.
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Dividend Equivalents |
|---|---|---|---|---|---|
| Annual RSU (standard) | May 3, 2024 | 2,140 | $184,982 | Fully vested at grant; settlement upon separation per director election | Accrued and paid at settlement |
| Outstanding RSUs (Manning, FY-end) | — | 0 | — | — | Accrued dividends: $0 |
Performance metrics in director pay:
- None. Non-employee director RSUs are time-based and fully vested at grant; no performance conditions are applied to director equity awards.
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company directorships | None |
| Prior public company directorships (last 5 years) | None |
| Known interlocks or related business dealings | None disclosed; Board policy requires Audit Committee pre-approval and review; no related party transactions since 12/31/2024. |
Expertise & Qualifications
- Finance/Accounting/Capital Allocation; Risk Management; Cybersecurity; Sustainability & Climate-Related Risk; Product Development.
- Audit Committee Financial Expert designation; provides investor perspective and oversight on long-term strategy and risk.
Equity Ownership
| Holder | Shares Owned | Percent of Class | Notes |
|---|---|---|---|
| Robert J. Manning | 34,460 | <1% | Includes 30,000 shares owned by spouse |
| Outstanding RSUs (Manning) | 0 | — | Director RSUs fully vested at grant; Manning shows no deferred RSUs outstanding |
Ownership alignment and policies:
- Non-employee directors must reach 500% of annual retainer in stock within five years; compliance status by individual is not disclosed in the proxy.
- Hedging and pledging of Company stock are prohibited for directors, executive officers, and employees.
Governance Assessment
-
Strengths: Independent Audit Chair and designated Financial Expert; comprehensive committee engagement (Audit, Executive, Corporate Governance, Compensation); robust governance framework including independent Chair, executive sessions at each regularly scheduled Board meeting, strong independence standards, and prohibition of hedging/pledging; no related party transactions disclosed; active shareholder engagement; director compensation mix balanced with equity; Board meeting participation ≥75% for all directors.
-
Pay-for-performance sentiment: Say-on-pay support averaged ~90.9% over three years, with 92.7% in 2024, signaling positive investor alignment with compensation governance (Board-level signal).
-
Watch items: Individual compliance status with director stock ownership guidelines is not disclosed; equity ownership stake is <1% (typical for directors) but monitoring for pledging (prohibited) and related-party transactions remains prudent.
-
RED FLAGS: None disclosed related to attendance, related-party transactions, hedging/pledging, or tax gross-ups in director compensation; governance policies include clawbacks for Section 16 officers and double-trigger vesting in change-in-control scenarios (executive programs; board oversight signal).