Stanley Black & Decker, Inc DEF 14A, filed Mar 8, 2024

Stanley Black & Decker, Inc. (SWK)

DEF 14A 2024-03-08 For: 2024-04-26

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Added on June 12, 2026

About this DEF 14A

Stanley Black & Decker, Inc filed this DEF 14A on March 8, 2024.

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	Page
OUR 2023 HIGHLIGHTS	iii
2024 Proxy Summary	viii
GENERAL INFORMATION	1
ITEM 1—ELECTION OF DIRECTORS	1
Information Concerning Nominees for Election as Directors	2
BOARD OF DIRECTORS	12
Nomination Process	12
Shareholder Nominations and Recommendations of Candidates	12
Proxy Access	12
Qualifications of Directors and Nominees	12
Director Nominee Tenure and Age and Board Refreshment	14
CORPORATE GOVERNANCE	14
Board Leadership Structure	14
Stock Ownership Guidelines for Non-Employee Directors	15
Meetings	15
Director Independence	15
Executive Sessions of the Board	19
Communicating with the Board	19
Code of Business Ethics	19
Talent Development and Succession Planning	19
Board and Committee Self-Evaluation	19
Retirement Policy	19
Service on Other Public Company Boards	19
Director Continuing Education	20
RISK OVERSIGHT	20
ESG Risk Oversight	20
Cybersecurity Risk Oversight	20
RELATED PERSON TRANSACTIONS	21
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)	22
HUMAN CAPITAL MANAGEMENT	23
DIRECTOR COMPENSATION	23
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS	25
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS	26
DELINQUENT SECTION 16(a) REPORTS	27
AUDIT COMMITTEE REPORT	27
COMPENSATION AND TALENT DEVELOPMENT COMMITTEE REPORT	27
COMPENSATION DISCUSSION & ANALYSIS	28
EXECUTIVE SUMMARY	29
COMPENSATION DESIGN	35
2023 EXECUTIVE COMPENSATION PROGRAM	41
COMPENSATION GOVERNANCE	48
ADDITIONAL INFORMATION	50
2023 EXECUTIVE COMPENSATION	51
SUMMARY COMPENSATION TABLE	51
2023 GRANTS OF PLAN-BASED AWARDS TABLE	53
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END	55
OPTION EXERCISES AND STOCK VESTED DURING 2023 FISCAL YEAR	57
NON-QUALIFIED DEFERRED COMPENSATION PLANS IN FISCAL YEAR 2023	57
EXECUTIVE OFFICER AGREEMENTS	58

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	59
CEO PAY RATIO	69
PAY VERSUS PERFORMANCE	70
ITEM 2—ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS	74
ITEM 3—APPROVAL OF 2024 OMNIBUS AWARD PLAN	75
ITEM 4—APPROVAL OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM	82
VOTING INFORMATION	83
APPENDIX A—RECONCILIATION OF GAAP TO NON-GAAP MEASURES USED IN THIS PROXY STATEMENT	88
APPENDIX B—2024 OMNIBUS AWARD PLAN	92

Governance Principle	Corporate Governance Practice
Accountability to Shareholders	● Only one class of common stock, with one vote per share ● Annual director elections, with majority standard for uncontested elections, and director resignation policy ● Proxy access, allowing eligible long-term shareholders holding 3% or more of our outstanding shares of common stock to include nominations for directors in the Company’s Proxy Statement ● No shareholder rights (“poison pill”) plan ● Shareholder right to act by written consent and to amend Bylaws by a majority vote ● Shareholders representing 25% of voting power may call special meeting
Robust Board Independence	● Independent Board Chair ● All directors are independent, other than our CEO ● Independent directors meet in executive session at each regularly scheduled Board and committee meeting
Comprehensive Board Policies and Practices	● Committed to balanced Board refreshment with six new directors in the last four years and a mixture of director tenures. ● Director overboarding policy that prevents directors from serving on more than four other public company boards (or one other public company board for the CEO) ● Mandatory director retirement at age 75 to support efficient succession planning ● Annual Board and committee self-assessments to review effectiveness ● Full Board reviews ESG strategies and goals as a component of our annual strategic plan review process while the Corporate Governance Committee provides director oversight of the Company’s ESG policies, objectives and practices
Alignment of Interests with Long-term Shareholders	● Policy adopted to prohibit the hedging or pledging of Company stock for all directors, executive officers and employees ● Robust stock ownership guidelines for directors and executive officers
Compensation Governance aligns with Best Practices	● Both our 2022 equity plan and our proposed 2024 equity plan contain an annual limit on total director compensation ● No excise tax gross-ups under change in control agreements with executive officers or our equity plans and no tax gross-ups on perquisites, other than on relocation benefits ● Double trigger vesting provisions requiring both a change in control and qualifying termination of employment under our equity plans ● Recoupment (“clawback”) policies covering equity and cash incentive compensation of all Section 16 Officers, including in compliance with Rule 10D-1 and related NYSE listing standards

	Shareholder Feedback	Board and Company Actions
Corporate Governance	● Increase accountability and responsiveness to shareholders ● Eliminate supermajority vote requirements	Amended governance documents to: ● Adopt majority vote standard for uncontested director elections, including a director resignation policy ● Eliminate supermajority voting requirements ● Permit shareholder action by written consent ● Proactively lower the minimum threshold for shareholders to call a special meeting from 35% to 25% ● Adopt annual elections for all directors
Corporate Governance	● Evaluate regular Board refreshment and appropriate composition, skills and expertise	● Added 6 independent directors in the last four years ● Recently added board members bring perspectives critical to the Company’s transformation in areas such as finance and risk management, operations and supply chain, sales and marketing, technology and analytics, digitization and innovation and capital allocation ● Elected female Independent Board Chair ● 80% of Board is diverse, and 3 of the 5 Board Committees are chaired by diverse Independent Directors
Executive Compensation	● Increase percentage of performance-based compensation pay elements ● Evaluate incorporation of ESG metrics within executive compensation program ● Reinforce execution of Global Cost Reduction Program in executive compensation program ● Evaluate inclusion of Adjusted EPS as a metric in both MICP (annual bonus program) and LTIP ● Increase focus on absolute amount of Free Cash Flow and balance sheet health	● 90% of CEO target pay was variable and tied to performance against preset goals or share price ● The Compensation and Talent Development Committee (the “Compensation Committee”) continues to evaluate ESG-related metrics that drive long-term value creation and their potential integration within our incentive compensation program ● Added a transformation modifier to the MICP, based upon achievement against goals under our Global Cost Reduction Program ● Eliminated the use of Adjusted EPS as a metric in the 2023–2025 LTIP PSUs and replaced it with Relative Organic Sales Growth versus Market ● Adopted a Free Cash Flow metric (calculated as operating cash flow less capital expenditures) in place of the historical cash flow multiple of net earnings metric
ESG	● Enhance workforce-related metric disclosures ● Incorporate ESG strategy within the business model	● Enhanced disclosures relative to disaggregated employee diversity data and published our EEO-1 Report ● Refined ESG goals to reflect current business portfolio and to align with the business strategy of a more focused company

	Very truly yours,

	Donald Allan, Jr. President & Chief Executive Officer

	Time and Date:		9:30 a.m. EDT, April 26, 2024

	Place:		John F. Lundgren Center for Learning and Development 1000 Stanley Drive New Britain, Connecticut 06053

	Record Date:		February 26, 2024

	Voting:		Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on. Voting in advance of the meeting • Over the internet at www.proxyvote.com; • By telephone at 1-800-690-6903; or • By mail—sign, date and return the proxy card or voting instruction form mailed to you.

Proposal No.	Matter	Board Vote Recommendation	Page Reference (for more detail)
1	Election of ten director nominees	FOR EACH NOMINEE	1
2	Approve, on an advisory basis, the compensation of the Company’s named executive officers	FOR	74
3	Approve the Company’s 2024 Omnibus Award Plan	FOR	75
4	Approve the selection of Ernst & Young as the Company’s registered independent public accounting firm for the 2024 fiscal year	FOR	82


Skills and Experience
Current Executive (non-CEO) Experience provides current insight into the best practices and challenges of leading a complex organization.							ü	ü		ü
CEO experience (current and former) Provides insight into effectively leading a complex organization like ours with transparency and integrity.	ü	ü		ü	ü	ü
Corporate Social Responsibility Experience is important in managing risk and furthering long-term value creation for shareholders by operating in a sustainable and responsible manner.		ü	ü		ü	ü		ü	ü	ü
Digital Experience is relevant to understanding and evaluating the Company's efforts in areas such as eCommerce and data and analytics.		ü				ü	ü	ü	ü	ü
Finance/Accounting/Capital Allocation Experience enables effective monitoring of the Company's financial reporting and control environment; assessment of its financial performance; and supporting appropriate shareholder returns.	ü	ü	ü		ü	ü	ü		ü	ü
Legal/Regulatory/Government Affairs Experience enhances understanding of the impact and risks of legal and regulatory matters and public policy issues.			ü	ü	ü	ü			ü	ü
Product Development Experience provides insight into ideation, research and development, and commercialization of products and services.				ü		ü		ü	ü
Manufacturing/ Logistics/Supply Chain/Global Operations Experience enhances the Board's ability to oversee cost-effective, technology-driven manufacturing and logistics processes and facilitates assessment of the Company's complex, international operations.	ü	ü	ü	ü	ü	ü	ü	ü	ü	ü
Risk Management Experience is important to the identification, oversight and mitigation of significant risks.		ü	ü	ü	ü	ü	ü	ü	ü	ü
Innovation/Technology Experience enhances the Board's ability to appraise our progress in executing the strategy of becoming known as one of the world's leading innovators.		ü	ü	ü	ü	ü	ü		ü	ü
Cybersecurity Experience Provides insight to the Board as it oversees the Company's cyber risk management program in an evolving environment.			ü		ü	ü	ü			ü
Sales/Marketing/Brand Management Experience provides insights into the sales and marketing process and increasing the perceived value of our brands in the marketplace.				ü	ü	ü	ü	ü	ü	ü
Sustainability and Climate-Related Risk Experience strengthens the Board's oversight of environmental policies, initiatives and reporting.			ü		ü	ü		ü		ü

Committee		Number of Meetings
Executive⁽¹⁾		0
Audit		4
Corporate Governance		4
Finance and Pension		4
Compensation and Talent Development		5

Annual Cash Retainer	$	125,000
Annual RSU Grant (Fully Vested)	$	185,000
Quarterly RSU Grants (Fully Vested) for Chair of the Board	$	50,000
Committee Chair Cash Retainers:
Audit Committee Chair	$	25,000
Compensation Committee Chair	$	20,000
Corporate Governance Committee Chair*	$	20,000
Finance and Pension Committee Chair	$	15,000

	Fees Earned or Paid in Cash	Stock Awards	All Other Compensation	Total
Name	($)	($)	($)	($)
Andrea J. Ayers	125,000	385,018	—	510,018
Patrick D. Campbell	150,000	185,008	1,055	336,063
Carlos M. Cardoso	38,099	—	1,902	40,001
Susan K. Carter	23,695	—	—	23,695
Robert B. Coutts	38,099	—	4,953	43,052
Debra A. Crew	145,000	185,008	1,039	331,047
Michael D. Hankin	140,000	185,008	4,130	329,138
Robert J. Manning	130,137	185,008	—	315,145
Adrian V. Mitchell	125,000	185,008	—	310,008
Jane M. Palmieri	125,000	185,008	—	310,008
Mojdeh Poul	125,000	185,008	—	310,008
Irving Tan	143,750	185,008	—	328,758

Name	Outstanding RSUs (#)	Accrued Dividend Equivalents on Outstanding RSUs ($)
Andrea J. Ayers	9,566	285
Patrick D. Campbell	5,631	191
Carlos M. Cardoso	—	66
Susan K. Carter	—	—
Robert Coutts	2,980	122
Debra A. Crew	5,631	191
Michael D. Hankin	5,631	191
Robert J. Manning	—	—
Adrian V. Mitchell	3,440	105
Jane M. Palmieri	4,206	135
Mojdeh Poul	4,206	135
Irving Tan	5,631	191

Name and address of beneficial owner		Amount and nature of beneficial ownership	Percent of class
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	18,706,025	(0 sole voting power; 190,292 shared voting power; 18,034,048 sole dispositive power; 671,977 shared dispositive power)	12.2%

T. Rowe Price Associates, Inc. 100 E. Pratt Street Baltimore, MD 21202	17,159,156	(8,213,306 sole voting power; 0 shared voting power; 17,159,156 sole dispositive power; 0 shared dispositive power)	11.2%

BlackRock, Inc. 50 Hudson Yards New York, NY 10001	10,686,285	(9,689,880 sole voting power; 0 shared voting power; 10,686,285 sole dispositive power; 0 shared dispositive power)	6.9%

State Street Corporation 1 Congress Street, Suite 1 Boston, MA 02114-2016	8,595,369	(0 sole voting power; 5,961,909 shared voting power; 0 sole dispositive power; 8,584,877 shared dispositive power)	5.6%

Name	Shares of Common Stock Owned		Percent of Class Owned
Donald Allan, Jr.	578,586	(1)(2)(4)	*
Andrea J. Ayers	26,206	(3)(6)	*
Tamer K. Abuaita	22,026	(1)	*
Patrick D. Campbell	23,491	(3)	*
Susan K. Carter	281	(3)(8)	*
Debra A. Crew	12,486	(3)	*
Patrick D. Hallinan	29,018	(1)	*
Michael D. Hankin	11,039	(3)(7)	*
Janet M. Link	81,550	(1)	*
John T. Lucas	3,216	(1)	*
Robert J. Manning	32,320	(5)	*
Adrian V. Mitchell	2,645	(3)	*
Christopher J. Nelson	0	(1)	*
Jane M. Palmieri	1,939	(3)	*
Mojdeh Poul	3,372	(3)	*
Graham N. Robinson	44,403	(1)	*
Irving Tan	4,268	(3)	*
Corbin B. Walburger	49,607	(1)(9)	*
Directors, nominees and current executive officers as a group (17 persons)		(1)–(8)	*

	STANLEY BLACK & DECKER, INC.

	Audit Committee

	Patrick D. Campbell (Chair) Susan K. Carter Michael D. Hankin Adrian V. Mitchell Mojdeh Poul Irving Tan

	Compensation and Talent Development Committee

	Debra A. Crew (Chair) Andrea J. Ayers Patrick D. Campbell Robert J. Manning Mojdeh Poul

Our Current Named Executive Officers

Donald Allan, Jr.	Patrick D. Hallinan⁽¹⁾	Tamer K. Abuaita	John T. Lucas⁽²⁾	Christopher J. Nelson⁽³⁾	Corbin B. Walburger⁽⁴⁾
President & Chief Executive Officer (“CEO”)	Executive Vice President, Chief Financial Officer (“CFO”)	Senior Vice President, Chief Supply Chain Officer	Senior Vice President, Chief Human Resources Officer	Chief Operating Officer (“COO”), Executive Vice President and President, Tools & Outdoor	Vice President, Business Development

Executive	Christopher J. Nelson	Patrick D. Hallinan	John T. Lucas
Role	Chief Operating Officer, Executive Vice President and President, Tools & Outdoor Effective June 14, 2023	Executive Vice President, Chief Financial Officer Effective April 6, 2023	Senior Vice President, Chief Human Resources Officer Effective January 30, 2023
Annual Base Salary	$850,000	$800,000	$650,000
2023 Target MICP Bonus	120% of 2023 base salary	100% of 2023 base salary	100% of 2023 base salary
2023 Long-Term Incentive (“LTI”) Equity Mix	50% long-term incentive plan (“LTIP”) performance stock Units (“PSUs”) 25% stock options 25% time-based RSUs	50% LTIP PSUs 25% stock options 25% time-based RSUs	50% LTIP PSUs 50% time-based RSUs
2023 LTI Aggregate Grant Value	$3.6 million	$3.65 million	$1.1 million
One-Time Sign-On/ Make-Whole Awards	RSU grant with aggregate grant value of $5.5 million, which was primarily intended to compensate Mr. Nelson for compensation forfeited in connection with his departure from his prior employer as well as to provide for immediate alignment with shareholder interests	Sign-on cash bonus of $350,000. 100% of this cash bonus must be repaid if Mr. Hallinan voluntarily terminates his employment or the Company terminates his employment for violation of company rules or misconduct within the first two years of his employment RSU grant with aggregate grant date fair value of $2.65 million, which provides for immediate alignment with shareholder interests The combined value of the cash bonus and RSU grant were intended to compensate Mr. Hallinan for compensation forfeited upon his departure from his prior employer	Sign-on cash bonus of $600,000. 100% of this cash bonus must be repaid if Mr. Lucas voluntarily terminates his employment or the Company terminates his employment for violation of company rules or misconduct in the first year of his employment. If such a termination occurs in his second year of employment, 50% of this cash bonus must be repaid RSU grant with aggregate grant date fair value of $600,000, which was intended to provide for immediate alignment with shareholder interests

Compensation Practice	Rationale and Impact	Pay for Performance	Align with Shareholders	Competitive Pay	Balance Risk vs. Reward
Emphasize performance- based incentives	● 90% of CEO target pay is variable and tied to performance against preset goals or share price ● No guaranteed cash bonuses	ü	ü	ü	ü
Focus on long-term Company performance	● LTIP PSUs comprise at least 50% of long-term incentive compensation for our CEO ● No dividend equivalents paid out unless the underlying award is earned or vests	ü	ü	ü	ü
Provide competitive total compensation opportunity	● Executive total compensation opportunity is generally targeted at the 50th percentile benchmark of our Compensation Peer Group		ü	ü	ü
Require executives to be shareholders	● A majority of each executive’s total target compensation is in the form of equity-based awards ● Robust stock ownership guidelines further align executives’ interests with those of our shareholders	ü	ü
Minimize compensation risk	● Compensation program risk assessed annually to ensure that structure does not incentivize excessive risk-taking ● Clawback policies ● Anti-hedging and anti-pledging policies	ü	ü		ü
Protect shareholder interests	● No repricing or cash buyouts of options without shareholder approval ● Double-trigger vesting for severance and equity awards in the event of a change in control ● No excise tax gross-ups under change in control agreements and no tax gross-ups on perquisites (other than relocation benefits)	ü	ü

ü	Our executive compensation program is designed to incentivize and reward executives for taking actions that create sustainable shareholder value.
	90% of CEO target compensation is variable and tied to performance against preset goals or share price performance.
	Our executive compensation is aligned with short- and long-term Company performance, as evidenced by the 132.5–163.8% payouts under the 2023 MICP and payout at 20.4% of target under the 2021–2023 LTIP PSUs.
	Our annual incentive compensation plan, the MICP, is based 100% on short-term Company performance against objective preset goals.
	50% of long-term incentives for our CEO are contingent on financial and relative TSR performance over a 3-year performance period, and 25% are stock options which generate value only if our stock price has appreciated from the exercise price at the time of exercise.
	Total executive pay opportunities are generally targeted at the 50th percentile benchmark of our Compensation Peer Group.
	Robust policies minimize compensation risk and strengthen the alignment of executives’ interests with those of our shareholders.
	Regular engagement enables shareholder feedback to serve as a key input to Board and committee discussions and decisions.

Pay for Performance	● A majority of annual and long-term compensation is performance-based, directly linked to both absolute and relative Company performance against preset goals. ● Above target compensation should be paid when performance exceeds goals, and below target compensation should be paid when performance falls short.
Competitive Pay	● To attract and retain high caliber executive talent, total target compensation for our named executive officers is generally aligned with the median of our Compensation Peer Group and published surveys (as described on page 37). ● While focusing on the market median, the Compensation Committee retains the flexibility to set individual total compensation opportunities based on its assessment of performance, experience, service in current position, responsibilities, and/or retention risk.
Alignment with Shareholder Interests	● Interests of executives are aligned with long-term interests of shareholders through stock-based compensation, stock ownership requirements and performance metrics that drive share value.
Balance Risk vs. Reward	● Providing a competitive performance-based compensation package that motivates executives to take actions aligned with our strategic objectives. ● Designing an appropriate incentive structure mitigates compensation risk by disincentivizing excessively risky decisions.

2023 Compensation Peer Group Companies
Carrier	Owens Corning
Cummins, Inc.	PACCAR, Inc.
Dover Corporation	Parker Hannifin Corporation
Eaton Corporation plc	PPG Industries
Emerson Electric Company	Rockwell Automation, Inc.
Illinois Tool Works, Inc.	The Sherwin-Williams Company
Johnson Controls International plc	Textron Inc.
Masco Corporation	Whirlpool Corporation

Key Compensation Elements	At Risk?	Key Features	2023 Commentary
*Annual Cash Compensation*
Base Salary Reward the skill and expertise that our executive officers contribute daily		● ●Benchmarked to median market levels ● Individual salaries reflect individual performance, experience, length of service, responsibilities, location, and retention risk	Base salaries of our named executive officers inclusive of new hires (see “2023 Executive Appointments and Compensation” above) were generally in line with the market median.
Annual Incentive Compensation under MICP Balance complementary short-term goals of profitability and operational stability Encourage executives to maximize profitability, growth and efficiency	ü	● Target awards set as a percentage of base salary ● 100% of MICP compensation based on preset performance goals ● Metrics and weightings established by the Compensation Committee at the beginning of the performance period ● Payouts earned between 0% and 200% of target depending on performance against preset goals ● 0% payout for a particular MICP metric if threshold performance is not achieved ● Payouts for executives with responsibility for specific business units are based on both corporate and business unit performance	2023 MICP Metrics: ● Adjusted EPS* (weighted at 30%) ● Free Cash Flow* (operating cash flow less capital expenditures) (weighted at 40%) ● Adjusted Gross Margin Rate* (weighted at 30%) ● Transformation modifier can increase (but not decrease) the final payout up to an additional 20% based on achievement in relation to $1 billion run rate in annualized savings from our Global Cost Reduction Program by year-end 2023 ● Bonus opportunities for the leaders of our different business units also reflect divisional operating margin, working capital and organic sales goals See page 41 for a discussion of these calculations. * See Appendix A for an explanation and/or reconciliation of GAAP to Non-GAAP measures used in this Proxy Statement.

Officer	2023 Base Salary as of Dec. 30, 2023 ($)	2022 Base Salary as of Dec. 31, 2022 ($)	Effective Date
Donald Allan, Jr.	$1,250,000	$1,250,000	7/1/2022
Patrick D. Hallinan⁽¹⁾	$800,000	N/A	4/6/2023
Tamer K. Abuaita⁽²⁾	$615,000	$540,000	2/1/2023
John T. Lucas⁽¹⁾	$650,000	N/A	1/30/2023
Christopher J. Nelson⁽¹⁾	$850,000	N/A	6/14/2023
Corbin B. Walburger⁽³⁾	$420,000	$420,000	12/1/2021

Officer	Target Bonus (% of Base Salary)
Donald Allan, Jr.	150%
Patrick D. Hallinan	100%
Tamer K. Abuaita⁽¹⁾	85%
John T. Lucas	100%
Christopher J. Nelson	120%
Corbin B. Walburger	50%

	Threshold	Target	Maximum	2023 Actual Result
Adjusted EPS*	$0.00	$1.00	$2.00	$1.45
Free Cash Flow*	$500M	$700M	$1,000M	$852.6M
Adjusted Gross Margin Rate*	23.8%	24.8%	25.8%	26.0%
Transformation Modifier**	$800M	$900M	$1,000M	$1,035M

	Weighting of Measures							Potential Bonus Payouts ($)			Weighted Avg. Payout Earned on All Measures (% of target)**
	*Corporate*			*Division*
	Adjusted EPS*	Free Cash Flow*	Adjusted Gross Margin Rate*	Operating Margin	Trade Working Capital	Organic Sales	Transformation Modifier	Threshold	Target	Maximum		Payout ($)
Donald Allan, Jr.	30%	40%	30%	N/A	N/A	N/A	+20%	$937,500	$1,875,000	$3,750,000	163.8%	$3,071,250
Patrick D. Hallinan	30%	40%	30%	N/A	N/A	N/A	+20%	$400,000	$800,000	$1,600,000	163.8%	$1,310,400
Tamer K. Abuaita	30%	40%	30%	N/A	N/A	N/A	+20%	$261,375	$522,750	$1,045,500	163.8%	$856,265
John T. Lucas	30%	40%	30%	N/A	N/A	N/A	+20%	$325,000	$650,000	$1,300,000	163.8%	$1,064,700
Christopher J. Nelson	20.3%	27.0%	20.3%	10.0%	12.5%	10.0%	+20%	$510,000	$1,020,000	$2,040,000	132.5%	$1,351,500
Corbin B. Walburger	30%	40%	30%	N/A	N/A	N/A	+20%	$105,000	$210,000	$420,000	163.8%	$343,980

	LTIP PSUs	Stock Options	RSUs
Donald Allan, Jr.	50%	25%	25%
Patrick D. Hallinan	50%	25%	25%
Tamer K. Abuaita	40%	30%	30%
John T. Lucas	50%	0%	50%
Christopher J. Nelson	50%	25%	25%
Corbin B. Walburger	26%	37%	37%

	Potential LTIP PSUs to Be Earned			Target LTIP PSUs
	Threshold	Target	Maximum	% of Salary	$
Donald Allan, Jr.	26,238	52,476	104,952	370%	$4,624,999
Patrick D. Hallinan	12,481	24,961	49,922	228%	$1,824,961
Tamer K. Abuaita	3,489	6,978	13,956	100%	$615,010
John T. Lucas	3,120	6,240	12,480	85%	$549,966
Christopher J. Nelson	9,711	19,421	38,842	212%	$1,800,006
Corbin B. Walburger	1,192	2,383	4,766	50%	$210,027

	CFROI* (weighted 40%)			Adjusted EPS* (weighted 35%)			Relative TSR (weighted 25%)
	Threshold	Target	Maximum	Threshold	Target	Maximum	Threshold	Target	Maximum
2022⁽¹⁾	15%	16%	17%	$11.02	$12.25	$13.48	25th percentile	50th percentile	75th percentile
2023⁽¹⁾	15%	16%	17%	$11.87	$13.19	$14.51
2024	15%	16%	17%	$12.73	$14.15	$15.57

	Adjusted EPS*				CFROI*				Relative TSR
	Threshold	Target	Maximum	Achieved	Threshold	Target	Maximum	Achieved	Threshold	Target	Maximum	Achieved
2021	$9.23	$10.25	$11.28	$11.02	13.0%	14.0%	15.0%	5.7%	25th percentile	50th percentile	75th percentile	0% percentile
2022	$9.92	$11.02	$12.12	$5.32	13.0%	14.0%	15.0%	(4.3)%
2023	$10.80	$12.00	$13.20	$2.20	13.0%	14.0%	15.0%	10.8%

	Potential LTIP PSUs (Number of Shares)					Actual Payout (shares)		Weighted Average Payout (% of target)
	Threshold		Target	Maximum		Actual Payout (shares)		Weighted Average Payout (% of target)
Donald Allan, Jr.		4,575	9,149		18,298		1,866	20.4%
Corbin B. Walburger		584	1,167		2,334		238*	20.4%

Age		Allocation Amount (% of Pay)
Less than 40		2%
40–54		4%
55 and older		6%

	Minimum Ownership
CEO	6x of base salary
CFO and COO	5x of base salary
Other Executive Officers	3x of base salary