Susan K. Carter

About Susan K. Carter

Independent director at Stanley Black & Decker (SWK), age 66, appointed in 2023. Former CFO at Ingersoll Rand (now Trane), KBR, and Lennox; earlier Chief Accounting Officer at Cummins. She chairs SWK’s Corporate Governance Committee, serves on the Audit and Executive Committees, and is designated an Audit Committee Financial Expert. Current external public boards: Amcor plc and ON Semiconductor (Audit Committee Chair); prior board: Air Products and Chemicals (through 2021) .

Past Roles

External Roles

Board Governance

• Committee assignments (SWK): Chair, Corporate Governance; Member, Audit; Member, Executive; Independent director .
• Audit Committee Financial Expert designation: Carter qualifies; all Audit members financially literate under NYSE standards .
• Independence: All directors except the CEO are independent; the Board specifically reviewed ordinary‑course transactions with ON Semiconductor (where Carter serves) and determined they were not related‑party transactions under SEC/NYSE rules .
• Attendance and engagement: Board met 6 times in 2024; all directors attended at least 75% of aggregate Board and committee meetings; independent directors meet in executive session at each regularly scheduled Board meeting .
• Stock ownership/hedging policy: Non‑employee directors must reach 500% of annual retainer within five years; hedging and pledging of Company stock are prohibited for directors, officers, and employees .
• Shareholder oversight signals: Say‑on‑pay support averaged ~90.9% over three years with 92.7% approval in 2024; ongoing shareholder engagement with investors representing >40% of outstanding shares participating in 2024 .

Fixed Compensation

Program structure for non‑employee directors (2024):

2024 actual compensation – Susan K. Carter:

Notes:

• Carter’s 2024 fees include a prorated Corporate Governance Committee Chair retainer; she succeeded to Chair effective July 25, 2024 .
• Directors may defer cash fees and RSUs; distributions occur after service ends per elections .

Performance Compensation

• Structure: Director equity consists of fully vested RSUs; there are no performance‑conditioned director awards at SWK (i.e., no PSUs/TSR metrics for directors). 2024 grant to each director (except specified changes): 2,140 RSUs with dividend equivalent rights; settlement deferred per elections . | RSU Detail (12/31/2024) | Value/Count | |---|---| | 2024 RSUs granted (units) | 2,140 (to each eligible director) | | Outstanding RSUs (Carter) | 2,140 | | Accrued dividend equivalents (Carter) | $5,339 |

Other Directorships & Interlocks

• Public boards: Amcor plc (director); ON Semiconductor (director; Audit Chair); prior: Air Products and Chemicals (through 2021) .
• Interlock assessment at SWK: Board reviewed ordinary‑course transactions with ON Semiconductor; determined not a related‑party transaction; Carter remains independent under SEC/NYSE standards .

Expertise & Qualifications

• Finance/accounting and capital allocation; manufacturing/supply chain/global operations; risk management; cybersecurity; sustainability/climate‑related risk; strategic transformation .
• Audit Committee Financial Expert (Reg S‑K 407(d)(5)(ii)) .

Equity Ownership

Governance Assessment

• Strengths

  • Deep CFO background and designated Audit Committee Financial Expert enhance financial reporting, controls, and risk oversight; aligns with Audit and Governance committee roles .
  • Independence affirmed despite ON Semiconductor interlock; related‑party review found ordinary‑course activity, not a related‑party transaction .
  • Solid attendance culture (≥75% for all directors in 2024) and regular executive sessions bolster board effectiveness .
  • Shareholder‑friendly policies: majority voting with resignation policy, proxy access, anti‑hedging/pledging, robust director ownership guidelines, no poison pill .
  • Director pay structure balanced (cash + equity), capped by plan limit; market‑aligned per independent consultant review .

• Potential risks/RED FLAGS (none acute)

  • Interlock with ON Semiconductor warrants periodic monitoring for transactions; Board’s annual independence review addressed this in 2024 and maintained independence .
  • No related‑party transactions since 12/31/2024; no Section 16(a) delinquencies noted for Carter (one late Form 3 was for another officer) .

• Signals for investors

  • Elevation to Corporate Governance Committee Chair (effective July 25, 2024) increases her influence on board composition, director pay, sustainability oversight, and shareholder proposals—supportive of governance quality and refreshment .
  • Strong Say‑on‑Pay outcomes (~90.9% three‑year average; 92.7% in 2024) indicate constructive investor relations and compensation governance, indirectly reflecting Board oversight effectiveness .

Overall: Carter’s financial rigor, governance leadership, and verified independence support investor confidence, with no material conflicts disclosed and alignment policies (ownership, anti‑hedging) in place .