DEF 14A of Stanley Black & Decker, Inc., Mar 7, 2025

DEF 14A of Stanley Black & Decker, Inc.

Filed Mar 7, 2025 · FY20240001140361-25-007512

Open on EDGAR

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    Secretary March 7, 2025

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    | Meeting Information DATE: Friday, April 25, 2025 | | TIME: 9:30 a.m. EDT | | PLACE: Live webcast at: www.virtualshareholdermeeting.com /SWK2025 | | RECORD DATE: Close of Business on February 28, 2025 |

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    Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on April 25, 2025: This Proxy Statement, together with the Proxy Card and our Annual Report, are available at www.proxyvote.com.

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    | ii | GENERAL INFORMATION | | iii | 2025 PROXY SUMMARY | | iv | OUR 2024 HIGHLIGHTS | | 1 | ITEM 1—ELECTION OF DIRECTORS | | 1 | Information Concerning Nominees for Election as Directors | | 9 | BOARD OF DIRECTORS | | 9 | Nomination Process | | 9 | Shareholder Nominations and Recommendations of Candidates | | 9 | Proxy Access | | 9 | Qualifications of Directors and Nominees | | 11 | Director Nominee Tenure and Age and Board Refreshment | | 12 | CORPORATE GOVERNANCE | | 12 | Board Leadership Structure | | 12 | Stock Ownership Guidelines for Non-Employee Directors | | 12 | Meetings | | 12 | Director Independence | | 13 | Board Committees | | 15 | Executive Sessions of the Board | | 15 | Communicating with the Board | | 16 | Code of Business Ethics | | 16 | Talent Development and Succession Planning | | 16 | Board and Committee Self-Evaluation | | 16 | Retirement Policy | | 16 | Service on Other Public Company Boards | | 16 | Director Continuing Education | | 16 | RISK OVERSIGHT | | 17 | Sustainability Risk Oversight | | 17 | Cybersecurity Risk Oversight | | 17 | RELATED PERSON TRANSACTIONS | | 18 | HUMAN CAPITAL MANAGEMENT | | 18 | DIRECTOR COMPENSATION |

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    | 20 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | | 21 | SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS | | 22 | DELINQUENT SECTION 16(a) REPORTS | | 22 | AUDIT COMMITTEE REPORT | | 22 | COMPENSATION AND TALENT DEVELOPMENT COMMITTEE REPORT | | 23 | COMPENSATION DISCUSSION & ANALYSIS | | 24 | EXECUTIVE SUMMARY | | 29 | COMPENSATION DESIGN | | 34 | 2024 EXECUTIVE COMPENSATION PROGRAM | | 41 | COMPENSATION GOVERNANCE | | 44 | 2024 EXECUTIVE COMPENSATION | | 44 | SUMMARY COMPENSATION TABLE | | 46 | GRANTS OF PLAN-BASED AWARDS TABLE | | 48 | OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END | | 50 | OPTION EXERCISES AND STOCK VESTED DURING 2024 FISCAL YEAR | | 51 | NON-QUALIFIED DEFERRED COMPENSATION PLANS IN FISCAL YEAR 2024 | | 52 | EXECUTIVE OFFICER AGREEMENTS | | 53 | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | | 59 | CEO PAY RATIO | | 60 | PAY VERSUS PERFORMANCE | | 66 | ITEM 2—ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS | | 67 | ITEM 3—APPROVAL OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM | | 68 | VOTING INFORMATION | | 73 | APPENDIX A—INFORMATION CONCERNING AND RECONCILIATION OF GAAP TO NON-GAAP MEASURES USED IN THIS PROXY STATEMENT |

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    | | 2025 PROXY STATEMENT i |

  7. OUR 2024 HIGHLIGHTS

    OUR 2024 HIGHLIGHTS WHO WE ARE AND HOW WE OPERATE Stanley Black & Decker, Inc., an S&P 500 company, was founded in 1843 by Frederick T. Stanley and incorporated in Connecticut in 1852. In March 2010, the Company completed a merger with The Black & Decker Corporation, a company founded by S. Duncan Black and Alonzo G. Decker and incorporated in Maryland in 1910. At that time, the Company changed its name from The Stanley Works to Stanley Black & Decker, Inc. The Company is a global provider of hand tools, power tools, outdoor products and related accessories, as well as a leading provider of engineered fastening solutions. Stanley Black & Decker was successful across its key focus areas in 2024 with continued gross margin expansion, strong free cash flow* generation supporting balance sheet strength as well as making new investments aimed at driving organic growth* and market share gains. In 2024, the Company delivered revenue growth and share gain momentum in DEWALT and within portions of Engineered Fastening. The Company leveraged its supply chain transformation to deliver on key financial milestones, including gross margin rate of 29.4% and 30.0% adjusted gross margin*, $1.1 billion cash from operating activities, $753 million of free cash flow* and $1.1 billion of total debt reduction. The Global Cost Reduction Program, which is expected to conclude at the end of 2025 and deliver $2 billion of pre-tax run-rate savings, aims to optimize the cost base to fund investments designed to accelerate organic growth*. Stanley Black & Decker is built on the strength of its people, iconic brands and a powerful innovation engine. By accelerating its growth culture with operational excellence at its core, the Company believes it is positioned to deliver improved organic growth*, margins and cash flow to support strong long-term shareholder returns. The Company’s primary areas of multi-year strategic focus remain unchanged:

  8. OUR 2024 HIGHLIGHTS

    | | Advancing innovation, electrification and global market penetration to achieve mid-single digit organic revenue growth* (2 to 3 times the market); |

  9. OUR 2024 HIGHLIGHTS

    | | Streamlining and simplifying the organization, and investing in initiatives that more directly impact the Company’s customers and end users; |

  10. OUR 2024 HIGHLIGHTS

    | | Returning adjusted gross margins* to historical 35%+ levels by accelerating our operations and supply chain transformation to improve fill rates and better match inventory with customer demand; and |

  11. OUR 2024 HIGHLIGHTS

    | | Prioritizing cash flow generation and inventory optimization. |

  12. OUR 2024 HIGHLIGHTS

    | * Non-GAAP financial measure. See Appendix A for an explanation and/or reconciliation of GAAP to Non-GAAP measures used in this Proxy Statement. |

  13. OUR 2024 HIGHLIGHTS

    | ** Non-GAAP financial measure. See Appendix A for an explanation and/or reconciliation of GAAP to Non-GAAP measures used in this Proxy Statement. CFROI referenced in this context is computed as cash from operations plus after-tax interest expense, divided by the 2-point average of debt and equity (i.e. beginning and end of year). CFROI used as a metric in the Company's long-term incentive award program is adjusted. Refer to “Incentive Measure Definitions for Long-Term Incentive Award Program” on page 37 for further information. |

  14. OUR 2024 HIGHLIGHTS

    | The Company’s business transformation is intended to drive strong financial performance over the long term (beyond 2027): Mid-Single Digit Organic Revenue Growth* (2 to 3 times the market); >35% to 37% Adjusted Gross Margins*; Adjusted EBITDA* at Mid to High Teens % of Sales; Free Cash Flow* equal to, or exceeding, net income; Cash Flow Return On Investment (“CFROI”)**≥Mid-Teens; and Solid Investment Grade Credit Rating | | In terms of capital allocation, the Company remains committed, over time, to returning excess capital to shareholders through a strong and growing dividend as well as a preference toward opportunistic share repurchases. In the near term, the Company intends to direct any capital in excess of the quarterly dividend on its common stock toward debt reduction and internal growth investments. |

  15. OUR 2024 HIGHLIGHTS

    | iv 2025 PROXY STATEMENT | |

  16. OUR 2024 HIGHLIGHTS

    KEY BUSINESS PERFORMANCE HIGHLIGHTS For additional information, refer to the Annual Report that accompanies this Proxy Statement. During 2024, the Company continued to make significant progress against its strategic priorities and delivered the following results:

  17. OUR 2024 HIGHLIGHTS

    | | Recorded total revenue of $15.4 billion, down 3% versus prior year as flat organic revenue,* led by growth in DEWALT as well as aerospace fasteners, was more than offset by Infrastructure divestiture (-2%) and currency (-1%). |

  18. OUR 2024 HIGHLIGHTS

    | | The Company continued executing a series of initiatives that are expected to generate $2 billion of pre-tax run-rate cost savings by the end of 2025. During 2024, and since the inception of the Global Cost Reduction Program in mid-2022, the Company has generated approximately $0.5 billion and $1.5 billion, respectively, of pre-tax run-rate cost savings driven by the supply chain transformation, lower headcount and indirect spend reductions. This resulted in the full year gross margin rate of 29.4% and adjusted gross margin rate* of 30.0% and the fourth quarter gross margin rate of 30.8% and adjusted gross margin rate* of 31.2%. |

  19. OUR 2024 HIGHLIGHTS

    | | GAAP earnings (loss) per share from continuing operations was $1.89 in 2024 compared to $(1.88) in 2023. Excluding certain gains and charges, adjusted EPS** from continuing operations was $4.36 in 2024 compared to $1.45 in 2023. |

  20. OUR 2024 HIGHLIGHTS

    | | Net earnings from continuing operations was $286.3 million, or 1.9% of sales, versus a net loss from continuing operations of (1.8%) of sales in the prior year. 2024 EBITDA* was approximately $1.2 billion, or 7.5% of sales, versus approximately $0.6 billion, or 3.9% of sales, in the prior year. 2024 Adjusted EBITDA* was approximately $1.6 billion, or 10.1% of sales, versus approximately $1.1 billion, or 7.2% of sales, in the prior year. |

  21. OUR 2024 HIGHLIGHTS

    | | The Company generated cash from operating activities in 2024 of $1.1 billion compared to $1.2 billion in 2023 and Free Cash Flow* of $753 million in 2024 compared to $853 million in 2023 as higher earnings were more than offset by lower cash flows from working capital due to the significant inventory reduction in 2023. |

  22. OUR 2024 HIGHLIGHTS

    | | The Company completed the divestiture of STANLEY Infrastructure for net proceeds of $728.5 million, which furthers the simplification of the Company’s portfolio, as well as the Company’s commitment to maximizing shareholder value through active portfolio management. |

  23. OUR 2024 HIGHLIGHTS

    | | This strong cash flow advanced the Company’s capital allocation priorities and supported approximately $1.1 billion of debt reduction in 2024, as well as a modest increase to the dividend to $0.82 per share in July 2024. |

  24. OUR 2024 HIGHLIGHTS

    | * Non-GAAP financial measure. See Appendix A for an explanation and/or reconciliation of GAAP to Non-GAAP measures used in this Proxy Statement. |

  25. OUR 2024 HIGHLIGHTS

    | ** Non-GAAP financial measure. See Appendix A for an explanation and/or reconciliation of GAAP to Non-GAAP measures used in this Proxy Statement. Adjusted EPS referenced in this context is defined as diluted GAAP EPS, excluding certain gains and charges. Adjusted EPS used as a metric in the Company's long-term incentive award program is adjusted. Refer to Appendix A for further information. |

  26. OUR 2024 HIGHLIGHTS

    | $15.4B FY24 TOTAL REVENUE | | | 29.4% FY24 GROSS MARGIN RATE +450 BASIS POINTS VPY | 30.0% FY24 ADJUSTED GROSS MARGIN* +400 BASIS POINTS VPY | | $1.5B PRE-TAX RUN-RATE SAVINGS SINCE THE INCEPTION OF THE GLOBAL COST REDUCTION PROGRAM IN MID-2022 | | | $1.1B FY24 CASH FROM OPERATING ACTIVITIES | $753M FY24 Free Cash Flow* | | $1.1B TOTAL DEBT REDUCTION IN 2024 | | | $286.3M | 1.9% NET EARNINGS AND % OF SALES IN 2024 +370 BASIS POINTS VPY | $1.6B | 10.1% Adjusted EBITDA* $ and % of Sales In 2024 +290 BASIS POINTS VPY |

  27. OUR 2024 HIGHLIGHTS

    | | 2025 PROXY STATEMENT v |

  28. OUR 2024 HIGHLIGHTS

    BOARD SKILLS AND QUALIFICATIONS In evaluating candidates, including existing Board members, the Corporate Governance Committee aims to create a Board comprised of members who are positioned to best serve the needs of the Company and its shareholders. The following reflects certain information with respect to our director nominees named in this Proxy Statement. In addition, each candidate is evaluated by the Corporate Governance Committee based on the criteria set forth under “Board of Directors” on page 9.

  29. OUR 2024 HIGHLIGHTS

    | vi 2025 PROXY STATEMENT | |

  30. OUR 2024 HIGHLIGHTS

    CORPORATE GOVERNANCE HIGHLIGHTS The Corporate Governance Committee and the Board are committed to managing the Company with integrity and strong corporate governance to generate long-term value for all of our stakeholders. In line with this commitment, our Corporate Governance Guidelines, Restated Certificate of Incorporation, as amended, and Bylaws are regularly reviewed and updated to incorporate robust governance practices and regulatory updates, including the following practices:

  31. OUR 2024 HIGHLIGHTS

    | 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 five of the independent director nominees first appointed in the last four years and a mixture of short, medium and long-tenured directors. • 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 sustainability 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 sustainability policies, objectives and practices, except to the extent specifically allocated to another committee of the Board | | 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 | • 2024 equity plan contains 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 compensation, both time- and performance-based, of all Section 16 Officers, including in compliance with Rule 10D-1 and related NYSE listing standards |

  32. OUR 2024 HIGHLIGHTS

    | | 2025 PROXY STATEMENT vii |

  33. OUR 2024 HIGHLIGHTS

    SHAREHOLDER ENGAGEMENT EFFORTS We are committed to regular, year-round proactive engagement with our shareholders to better understand their perspectives about our Company and the market generally. In 2024, the Company invited shareholders representing approximately 60% of its shares outstanding to participate in discussions and continues to maintain an open dialogue with its shareholders. Shareholders representing greater than 40% of outstanding shares either accepted the Company's invitation to have a formal discussion or replied indicating they were satisfied with recent engagement and an additional meeting was not required. During the engagements, we discussed the Company’s strategy, Board composition and skill set, human capital management, risk management, sustainability strategy and executive compensation among other topics. We maintain an active and open dialogue with our shareholders and communicate key feedback and questions to the Board and relevant committees, which informs their discussions and decisions. The Board and Company are proud of the Company’s track record of being responsive to shareholder feedback as outlined in the table below:

  34. OUR 2024 HIGHLIGHTS

    | 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 | | Evaluate regular Board refreshment and appropriate composition, skills and expertise | • Five of the independent director nominees were first appointed in the last four years • Recently added board members bring perspectives critical to the Company’s business and industry in areas such as finance and risk management, operations and supply chain, sales and marketing, analytics and digitization, technology and innovation, transformation experience and capital allocation | | EXECUTIVE COMPENSATION | | | Increase percentage of performance-based compensation pay elements 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 • Added a transformation modifier to the 2023 MICP, based upon achievement against goals under our Global Cost Reduction Program, which was replaced by the adjusted gross margin modifier for the 2024 MICP • Eliminated the use of Adjusted EPS as a metric in the 2023–2025 LTIP PSUs and future cycles and replaced it with Relative Organic Sales Growth versus Market for the 2023–2025 and 2024–2026 LTIP PSUs • Adopted a Free Cash Flow metric (calculated as operating cash flow less capital and software expenditures) in place of the historical cash flow multiple of net earnings metric | | SUSTAINABILITY | | | Incorporate sustainability strategy within the business model | • Refined sustainability goals to reflect current business portfolio and to align with the business strategy of a more focused company |

  35. OUR 2024 HIGHLIGHTS

    | viii 2025 PROXY STATEMENT | |

  36. OUR 2024 HIGHLIGHTS

    Board Nominees The following table provides summary information about each of the Company’s director nominees (please see “Item 1—Election of Directors” for more information).

  37. OUR 2024 HIGHLIGHTS

    | | | | Committee Memberships | | | | | | Name | Age | Director Since | Executive | Audit | Corporate Governance | Finance & Pension | Comp. & Talent Dev. | | Donald Allan, Jr. President & Chief Executive Officer, Stanley Black & Decker, Inc. | 60 | 2022 | ■ | | | | | | Andrea J. Ayers, Chair of the Board, Retired President and Chief Executive Officer, Convergys Corporation | 61 | 2014 | | | ■ | | ■ | | Susan K. Carter Retired Senior Vice President and Chief Financial Officer, Ingersoll Rand plc (now Trane Technologies plc) | 66 | 2023 | ■ | ■ | | | | | Debra A. Crew Chief Executive, Diageo plc | 54 | 2013 | ■ | | | ■ | | | John L. Garrison, Jr. Former Chairman, President and Chief Executive Officer, Terex Corporation | 64 | 2024 | | | ■ | | ■ | | Michael D. Hankin Co-President and Co-Chief Executive Officer, Brown Advisory Incorporated | 67 | 2016 | ■ | ■ | | | | | Robert J. Manning Retired Chairman and Chief Executive Officer, MFS Investment Management | 61 | 2022 | ■ | | ■ | | ■ | | Adrian V. Mitchell Chief Operating Officer and Chief Financial Officer, Macy’s, Inc. | 51 | 2022 | | ■ | | ■ | | | Jane M. Palmieri President, Industrial Intermediates & Infrastructure, Dow Inc. | 55 | 2021 | | | ■ | ■ | |

  38. OUR 2024 HIGHLIGHTS

    Committee composition and Committee Chair designations are as of the date of this Proxy Statement. Committee Chairs are indicated by a “C” and highlighted in yellow. As of the date of this Proxy Statement, Mojdeh Poul serves on the Audit Committee and Compensation and Talent Development Committee (the “Compensation Committee”) but will not be standing for re-election at the Annual Meeting. All current directors, other than Mr. Allan, are independent.

  39. OUR 2024 HIGHLIGHTS

    | | 2025 PROXY STATEMENT ix |

  40. OUR 2024 HIGHLIGHTS

    Executive Compensation Advisory Vote The Board recommends shareholders vote to approve, on an advisory basis, the compensation paid to the Company’s named executive officers as described in this Proxy Statement for the reasons discussed in this Proxy Statement, including our commitment to our pay for performance philosophy:

  41. OUR 2024 HIGHLIGHTS

    | | Our executive compensation philosophy is to provide performance-based and competitive compensation that rewards executives for actions that create long-term shareholder value and allows us to attract, motivate and retain high-caliber executives. |

  42. OUR 2024 HIGHLIGHTS

    | | Our pay for performance alignment is strong, with pay opportunities generally targeted at the market median. A majority of annual and long-term compensation is performance-based, being directly linked to both absolute and relative Company performance against preset goals. |

  43. OUR 2024 HIGHLIGHTS

    | | Our 2024 compensation program reflects this philosophy, as performance results under the Company’s 2024 MICP were above target resulting in bonus payouts ranging from 156.1% to 173.6% of target for named executive officers and our performance results under the 2022–2024 LTIP PSUs resulted in a zero payout as a result of below threshold performance for all metrics in 2022, 2023 and 2024. The Compensation Committee applied no discretion in determining performance and payouts under the 2024 MICP for our named executive officers. |

  44. OUR 2024 HIGHLIGHTS

    | | In each of the last three years, we received strong shareholder support for our named executive officer compensation with the three-year average of approximately 90.9% of Say on Pay votes cast in support of our executive compensation. |

  45. OUR 2024 HIGHLIGHTS

    | | Our compensation programs follow best practices, including: no tax gross-ups in severance arrangements and change in control agreements, no tax gross-ups on perquisites (other than relocation benefits), double trigger vesting provisions requiring a change in control and qualifying termination of employment, comprehensive recoupment (“clawback”) policies relating to equity and cash compensation for all Section 16 officers, robust stock ownership guidelines for directors and executive officers and a policy against hedging or pledging of Company stock. |

  46. OUR 2024 HIGHLIGHTS

    Please see “Item 2—Advisory Vote to Approve Compensation of Named Executive Officers” for more information. Auditors The Board recommends that the shareholders approve the selection of Ernst & Young as our registered independent public accounting firm for fiscal year 2025. Please see “Item 3—Approval of Registered Independent Public Accounting Firm” for more information, including the amount of fees for services provided by Ernst & Young in 2023 and 2024.

  47. OUR 2024 HIGHLIGHTS

    | x 2025 PROXY STATEMENT | |

  48. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board, based on the recommendation of the Corporate Governance Committee, has nominated the nine nominees set forth below to the Board of Directors, each of whom will hold office until the next Annual Meeting of Shareholders or until his or her successor shall have been elected and qualified. Mojdeh Poul will be completing her tenure as a member of the Board effective as of the Annual Meeting, at which time the size of the Board will be reduced to nine directors. Ms. Poul and each of the nominees is currently a director of the Company and was most recently elected at the 2024 Annual Meeting to hold office until the 2025 Annual Meeting or until his or her successor has been elected and qualified, except for John L. Garrison, Jr. Mr. Garrison was elected as a director by the Board effective October 21, 2024, and was recommended to the Corporate Governance Committee by an independent third-party search firm. The primary functions served by the search firm included identifying potential candidates who meet the key attributes, experiences and skills described under “Board of Directors—Qualifications of Directors and Nominees,” as well as compiling information regarding each candidate’s attributes, experience, skills and independence and conveying the information to the Corporate Governance Committee. Each nominee has consented to serving as a nominee, being named in this Proxy Statement, and serving on the Board until the 2026 Annual Meeting if elected. The Board expects that the nine nominees will be available to serve as directors. However, if, for any reason, any nominee becomes unwilling or unable to serve as a director at the time of the Annual Meeting, the proxies may be voted, at the discretion of those named as proxies, for a substitute nominee or the Board may reduce its size.

  49. ELECTION OF DIRECTORS

    | Board of Directors Recommendation The Board recommends that you vote FOR each director nominee |

  50. ELECTION OF DIRECTORS

    Information Concerning Nominees for Election as Directors

  51. ELECTION OF DIRECTORS

    | Director Since 2022 Age 60 Independent No Committees Served Executive Other Public Company Directorships Current • Logitech International S.A. (2024 to present) Past (Last 5 Years) • None | DONALD ALLAN, JR. President & Chief Executive Officer of the Company Business Experience Stanley Black & Decker • President & Chief Executive Officer (July 2022 to present) • President & Chief Financial Officer (February 2021 to July 2022) • Executive Vice President & Chief Financial Officer (2016 to February 2021) • Senior Vice President & Chief Financial Officer (2010 to 2016) • Vice President & Chief Financial Officer (2009 to 2010) • Vice President & Corporate Controller (2002 to 2009) • Corporate Controller (2000 to 2002) • Assistant Controller (1999 to 2000) Loctite Corporation • Mr. Allan held financial management positions of increasing responsibility Ernst & Young • Mr. Allan held financial management positions of increasing responsibility Expertise | | | | | Public Company CEO Experience | Finance/Accounting/ Capital Allocation | Manufacturing/ Logistics/Supply Chain/ Global Operations | | | Risk Management | Strategic Transformation | | | | As CEO of the Company, Mr. Allan provides the Board with essential experience and expertise gained from his service in several executive roles over his 20+ year tenure at the Company, including intimate knowledge of the daily workings of the business. This expertise is critical to the Board when overseeing the execution of the Company’s strategy. | | |

  52. ELECTION OF DIRECTORS

    | | 2025 PROXY STATEMENT 1 |

  53. ELECTION OF DIRECTORS

    | Director Since 2014 (elected Chair in 2022) Age 61 Independent Yes Committees Served • Compensation and Talent Development • Corporate Governance • Executive (Chair) Other Public Company Directorships Current • United States Steel Corporation (2023 to present) Past (Last 5 Years) • Endurance International Group Holdings, Inc. (2019 to 2021) | ANDREA J. AYERS Retired President and Chief Executive Officer of Convergys Corporation Business Experience Convergys Corporation, a customer outsourcing services company • President and Chief Executive Officer (November 2012 to October 2018) • Chief Operating Officer of Convergys Customer Management Group Inc. (2010 to 2012) • President of Convergys Customer Management Group Inc. (2008 to 2012) Expertise | | | | | | Public Company CEO Experience | Digital | Innovation/ Technology | Strategic Transformation | | | Ms. Ayers’ experience transforming Convergys Corporation from a company with three business lines to a customer management solutions company with approximately 125,000 employees worldwide provides critical insight as the Board navigates important strategic decisions related to the Company’s transformation and its global operations. Her expertise in customer management analytics, technology and human capital management provides an important and unique perspective to the Board. | | | |

  54. ELECTION OF DIRECTORS

    | 2 2025 PROXY STATEMENT | |

  55. ELECTION OF DIRECTORS

    | Director Since 2023 Age 66 Independent Yes Committees Served • Audit • Corporate Governance (Chair) • Executive Other Public Company Directorships Current • Amcor plc (2021 to present) • ON Semiconductor Corporation (2020 to present; Chair of Audit Committee) Past (Last 5 Years) • Air Products and Chemicals, Inc. (2011 to 2021) | SUSAN K. CARTER Retired Senior Vice President and Chief Financial Officer of Ingersoll Rand plc (now Trane Technologies plc) Business Experience Ingersoll Rand plc (now Trane Technologies plc), a diversified, global industrial manufacturer of sustainable and efficient climate solutions for buildings, homes and transportation • Senior Vice President & Chief Financial Officer (2013 to 2020) KBR, Inc. • Executive Vice President & Chief Financial Officer (2009 to 2013) Lennox International Inc. • Executive Vice President & Chief Financial Officer (2004 to 2009) Cummins Inc. • Vice President & Chief Accounting Officer (2002 to 2004) Expertise | | | | | Finance/Accounting/ Capital Allocation | Manufacturing/Logistics/ Supply Chain/ Global Operations | Risk Management | | | Cybersecurity | Sustainability and Climate-Related Risk | | | | Ms. Carter brings more than 30 years of financial and leadership experience to the Board. Ms. Carter has helped multiple public companies, including Ingersoll Rand plc (now Trane Technologies plc), deliver long-term shareholder value by driving execution and optimizing business and financial performance. Ms. Carter’s extensive experience in financial reporting, information technology, accounting, capital management and global operations significantly enhances our Board’s oversight of these matters. | | |

  56. ELECTION OF DIRECTORS

    | | 2025 PROXY STATEMENT 3 |

  57. ELECTION OF DIRECTORS

    | Director Since 2013 Age 54 Independent Yes Committees Served • Compensation and Talent Development (Chair) • Executive • Finance and Pension Other Public Company Directorships Current • Diageo plc (2023 to present) Past (Last 5 Years) • Mondelēz International, Inc. (2018 to 2021) • Newell Brands Inc. (2018 to 2020) • Diageo plc (2019 to 2020) | DEBRA A. CREW Chief Executive of Diageo plc Business Experience Diageo plc, a global alcoholic beverage company • Chief Executive (June 2023 to present) • Interim Chief Executive (June 2023) • Chief Operating Officer (October 2022 to June 2023) • President, North America & Global Supply (July 2020 to September 2022) Reynolds American, Inc. • President & Chief Executive Officer (January 2017 to December 2017) R.J. Reynolds Tobacco Co. • President & Chief Operating Officer (October 2015 to December 2016) • President & Chief Commercial Officer (October 2014 to October 2015) PepsiCo, Inc. • Ms. Crew held roles of increasing responsibility including, President, North America Nutrition; President, PepsiCo Americas Beverages; and President, Western Europe Kraft Foods, Nestlé S.A. and Mars, Inc. • Ms. Crew held roles of increasing responsibility (1997 to 2010) United States Army • Captain (1993 to 1997) Expertise | | | | | Public Company CEO Experience | Legal/Regulatory/ Government Affairs | Sales/Marketing/ Brand Management | | | Product Development | Innovation/ Technology | | | | Ms. Crew brings a breadth of marketing, operations and strategy experience to the Board, underscored by her executive roles at Diageo plc, Reynolds American, Inc. and PepsiCo, Inc. Ms. Crew’s global perspective and exposure to world class innovation planning processes, combined with proven commercial excellence at leading consumer products companies, provides the Board with critical insights. | | |

  58. ELECTION OF DIRECTORS

    | 4 2025 PROXY STATEMENT | |

  59. ELECTION OF DIRECTORS

    | Director Since 2024 Age 64 Independent Yes Committees Served • Compensation and Talent Development • Corporate Governance Other Public Company Directorships Current • Flowserve Corp. (2018 to present; Chair of Organization and Compensation Committee) Past (Last 5 Years) • Terex Corporation (2018 to 2024) | JOHN L. GARRISON, JR. Former Chairman, President and Chief Executive Officer of Terex Corporation Business Experience Terex Corporation, a global manufacturer of materials processing machinery and aerial work platforms • President and Chief Executive Officer (November 2015 to January 2024) Bell Helicopter, a Textron, Inc. company • President and Chief Executive Officer (2009 to 2015) United States Army • Airborne Ranger qualified Artillery Officer (1982 to 1992) Expertise | | | | | Public Company CEO Experience | Legal/Regulatory/ Government Affairs | Manufacturing/Logistics/ Supply Chain/ Global Operations | | | Product Development | Strategic Transformation | | | | Mr. Garrison’s track record of developing and implementing financial and human capital strategies and transforming processes to drive business outcomes and operational excellence makes him a valuable resource to the Board as the Company intensifies its focus on accelerating organic growth with margin expansion to drive long-term shareholder returns. | | |

  60. ELECTION OF DIRECTORS

    | Director Since 2016 Age 67 Independent Yes Committees Served • Audit • Executive • Finance and Pension (Chair) Other Public Company Directorships Current • None Past (Last 5 Years) • None | MICHAEL D. HANKIN Co-President and Co-Chief Executive Officer of Brown Advisory Incorporated Business Experience Brown Advisory Incorporated, an investment management and strategic advisory firm • Co-President & Co-Chief Executive Officer (2025 to present) • President & Chief Executive Officer (1998 to 2025) Alex Brown Investment Advisory & Trust Company • Executive Vice President & Chief Operating Officer (1993 to 1998) Piper & Marbury (now DLA Piper) • Partner, business and tax law Expertise | | | | | Current Executive | Finance/Accounting/ Capital Allocation | Legal/Regulatory/ Government Affairs | | | Risk Management | Cybersecurity | Sustainability and Climate-Related Risk | | | Mr. Hankin’s experience building and running a complex global financial company, evidenced by successfully growing Brown Advisory Incorporated from approximately $1.5 billion assets under management to over $170 billion during his tenure, gives the Board a unique perspective on finance, capital allocation, global operations and corporate strategy. His familiarity with financial and investment planning and analysis, his understanding of capital structure and valuation issues and his experience with cybersecurity make him a valuable resource for the Board and management. | | |

  61. ELECTION OF DIRECTORS

    | | 2025 PROXY STATEMENT 5 |

  62. ELECTION OF DIRECTORS

    | Director Since 2022 Age 61 Independent Yes Committees Served • Audit (Chair) • Executive • Compensation and Talent Development • Corporate Governance Other Public Company Directorships Current • None Past (Last 5 Years) • None | ROBERT J. MANNING Retired Chairman and Chief Executive Officer of MFS Investment Management Business Experience MFS Investment Management, a global investment manager (“MFS”) • Chairman (2010 to 2022) — Non-Executive Chairman (2021 to 2022) — Executive Chairman (2017 to 2021) • Chief Executive Officer and Chief Investment Officer (2004 to 2017) — Co-Chief Executive Officer (2015 to 2017) • Mr. Manning joined MFS in 1984 as a Fixed Income Research Analyst and held several positions with increasing responsibility within the firm’s Investment division, including Fixed Income Portfolio Manager, Fixed Income Strategist and Director of Fixed Income Research Expertise | | | | | Finance/Accounting/ Capital Allocation | Risk Management | Cybersecurity | | | Sustainability and Climate-Related Risk | Product Development | | | | Mr. Manning’s more than three decades of financial services, investment stewardship and leadership experience enables him to provide vital insights to the Board and management related to risk management, capital allocation, financial planning and sustainability. The wealth of experience Mr. Manning has gained throughout his financial career provides the Board with a more thorough understanding of investors’ perspectives and how to incorporate those perspectives into their oversight of the Company’s long-term strategic plan. | | |

  63. ELECTION OF DIRECTORS

    | 6 2025 PROXY STATEMENT | |

  64. ELECTION OF DIRECTORS

    | Director Since 2022 Age 51 Independent Yes Committees Served • Audit • Finance and Pension Other Public Company Directorships Current • None Past (Last 5 Years) • None | ADRIAN V. MITCHELL Chief Operating Officer and Chief Financial Officer of Macy’s, Inc. Business Experience Macy’s, Inc., an omni-channel fashion retailer • Chief Operating Officer and Chief Financial Officer (March 2023 to present) • Executive Vice President and Chief Financial Officer (November 2020 to March 2023) Digital BCG and Consumer Practices of Boston Consulting Group, a global consulting firm • Managing Director and Partner (July 2017 to October 2020) Arhaus LLC • Chief Executive Officer (2016 to 2017) Crate and Barrel • Chief Financial Officer (2010 to 2015) • Chief Operating Officer (2011 to 2015) • Interim Chief Executive Officer (2014 to 2015) Target Corporation • Mr. Mitchell held management positions at Target Corporation, including director of strategy and interactive design for target.com and director of innovation and productivity (2007 to 2010) McKinsey & Company • Mr. Mitchell spent approximately 10 years at McKinsey & Company where he co-founded the North American Lean Operations Retail Practice Expertise | | | | | Current Executive | Finance/Accounting/ Capital Allocation | Risk Management | | | Digital | Innovation/Technology | | | | Mr. Mitchell’s extensive background in corporate strategy and finance, coupled with his operations experience and expertise in technology, digital, data and advanced analytics make him a critical resource for the Board and management team. Having served in multiple leadership positions at consumer product companies, including Macy’s, Arhaus, and Crate and Barrel, Mr. Mitchell provides a unique industry-specific perspective to the Board. | | |

  65. ELECTION OF DIRECTORS

    | | 2025 PROXY STATEMENT 7 |

  66. ELECTION OF DIRECTORS

    | Director Since 2021 Age 55 Independent Yes Committees Served • Corporate Governance • Finance and Pension Other Public Company Directorships Current • None Past (Last 5 Years) • None | JANE M. PALMIERI President, Industrial Intermediates & Infrastructure of Dow Inc. Business Experience Dow Inc., a materials science corporation • President, Industrial Intermediates & Infrastructure; Asia Pacific oversight (2017 to present) • Business President, Dow Building & Construction (2013 to 2017) • Ms. Palmieri has also held a variety of business roles throughout her career, spanning marketing, sales, new business development and business operations in several Dow businesses, including Dow Automotive, Dow Specialty Chemicals, Dow Coating Solutions, and Dow Solar Expertise | | | | | Current Executive | Manufacturing/Logistics/ Supply Chain/Global Operations | Sales/Marketing/ Brand Management | | | Sustainability and Climate-Related Risk | Product Development | | | | Ms. Palmieri’s demonstrated record leading global industrial operating segments, in addition to her experience in sales, digital marketing innovation, mergers and acquisitions, and operations, helps the Board oversee the broad array of challenges the Company faces. Ms. Palmieri’s engineering background and expertise in product design, with a focus on sustainability and energy efficiency, makes her an important resource for the Board and management team. | | |

  67. ELECTION OF DIRECTORS

    | 8 2025 PROXY STATEMENT | |

  68. ELECTION OF DIRECTORS

    Board of Directors Nomination Process. All candidates for Board membership are evaluated by the Corporate Governance Committee. In evaluating candidates, including existing Board members, the Corporate Governance Committee considers an individual candidate’s personal, educational and professional responsibilities and experiences, the composition of the Board, including diversity with respect to background and skills, and the challenges and needs of the Company so that the Board is comprised of members who are positioned to best serve the needs of the Company and its shareholders. In addition to recommendations from directors, management and shareholders, the Corporate Governance Committee may also consider recommendations from third-party search firms retained to assist in identifying qualified candidates. In general, and in giving due consideration to the composition of the Board at the time a candidate is being considered, the Corporate Governance Committee considers a potential nominee’s or director’s:

  69. ELECTION OF DIRECTORS

    | | integrity and demonstrated high ethical standards; |

  70. ELECTION OF DIRECTORS

    | | experience with business administration processes and principles and risk management; |

  71. ELECTION OF DIRECTORS

    | | ability to express opinions, raise difficult questions and make informed, independent judgments; |

  72. ELECTION OF DIRECTORS

    | | knowledge, experience and skills in one or more specialty areas (such as accounting or finance, legal, regulatory or governmental affairs, human capital management, sustainability and climate-related risks, product development, manufacturing, technology, digitization and cybersecurity, global operations, real estate or corporate strategy, among others); |

  73. ELECTION OF DIRECTORS

    | | ability to devote sufficient time to prepare for and attend all Board and committee meetings and perform all Board and committee responsibilities; |

  74. ELECTION OF DIRECTORS

    | | willingness and ability to work with other members of the Board in an open and constructive manner; |

  75. ELECTION OF DIRECTORS

    | | ability to communicate clearly and persuasively; and |

  76. ELECTION OF DIRECTORS

    | | diversity with respect to other characteristics, which may include background, personal, education and professional experience and skills. |

  77. ELECTION OF DIRECTORS

    Shareholder Recommendations and Nominations of Candidates. Shareholders who wish to recommend individuals to be considered by the Corporate Governance Committee may do so by writing to us at: Stanley Black & Decker, Inc., Attention: Secretary, 1000 Stanley Drive, New Britain, Connecticut 06053. All shareholder recommendations for director candidates are evaluated in the same manner as other director candidates. Shareholders wishing to nominate a director should follow the specific procedures and requirements set forth in the Company’s Bylaws (which incorporate the requirements of Rule 14a-19 of the Exchange Act), as discussed below. Proxy Access. The Company’s Bylaws permit a shareholder, or a group of up to 20 shareholders, owning 3% or more of the outstanding common stock of the Company continuously for at least three years to nominate and include in the Company’s proxy materials director nominees constituting up to two individuals or 20% of the Board (whichever is greater), provided that the shareholder(s) and the nominee(s) satisfy the procedures and requirements specified in the Company’s Bylaws. Qualifications of Directors and Nominees. The Board is committed to maintaining a varied and well-rounded membership, complete with qualifications, skills and experience that support not only the Company’s business needs, but that also provide independent and objective oversight of the Company’s strategy and business model. Over the years, the Board has developed a deep and varied skill set, with a membership that we believe reflects a comprehensive spectrum of both professional and personal experiences. The Board continues to focus its efforts on identifying candidates that add to, or otherwise complement, the skills and qualifications of its existing members. In addition, the Corporate Governance Committee will take reasonable steps to include diverse candidates with respect to background and personal, educational and professional experience and skills in the context of the needs of the Board in the pool of potential candidates under consideration for future directorships, with the ultimate decision on all Board nominations being based on the contribution that the selected nominees will bring to the Board. The Board assesses its effectiveness in this regard as part of its annual board and director evaluation process.

  78. ELECTION OF DIRECTORS

    | | 2025 PROXY STATEMENT 9 |

  79. ELECTION OF DIRECTORS

    The following chart sets forth the primary factors which the Board believes are important to the Company’s business and industry and which the Corporate Governance Committee relied on in connection with identifying and recommending nominees for the Annual Meeting to serve as directors. While marked qualifications, skills and experiences indicate strong expertise or experience in the applicable category or categories, it does not necessarily mean the director is an “expert” in that area, and the absence of a mark does not mean that a particular director does not possess that qualification, skill or experience.

  80. ELECTION OF DIRECTORS

    | Skills and Experience | Donald Allan, Jr. | Andrea J. Ayers | Susan K. Carter | Debra A. Crew | John L. Garrison | Michael D. Hankin | Robert J. Manning | Adrian V. Mitchell | Jane M. Palmieri | | Senior Leadership Experience | | | | | | | | | | | Current Executive (Non-Public Company CEO) Experience provides current insight into the best practices and challenges of leading a complex organization. | | | | | | ■ | | ■ | ■ | | Public Company CEO Experience (Current and Former) Provides insight into effectively leading a complex organization like ours with transparency and integrity. | ■ | ■ | | ■ | ■ | | | | | | Business Operations Experience | | | | | | | | | | | 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. | ■ | | ■ | | | ■ | ■ | ■ | | | Legal/Regulatory/Government Affairs Experience enhances understanding of the impact and risks of legal and regulatory matters and public policy issues. | | | | ■ | ■ | ■ | | | | | 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. | ■ | | ■ | | ■ | | | | ■ | | Sales/Marketing/Brand Management Experience provides insights into the sales and marketing process and increasing the perceived value of our brands in the marketplace. | | | | ■ | | | | | ■ | | Risk & Resilience Management Experience | | | | | | | | | | | Risk Management Experience is important to the identification, oversight and mitigation of significant risks. | ■ | | ■ | | | ■ | ■ | ■ | | | Cybersecurity Experience Provides insight to the Board as it oversees the Company's cyber risk management program in an evolving environment. | | | ■ | | | ■ | ■ | | | | Sustainability and Climate-Related Risk Experience strengthens the Board's oversight of environmental policies, initiatives and reporting. | | | ■ | | | ■ | ■ | | ■ | | Strategic Development Experience | | | | | | | | | | | Product Development Experience provides insight into ideation, research and development, and commercialization of products and services. | | | | ■ | ■ | | ■ | | ■ | | Digital Experience is relevant to understanding and evaluating the Company's efforts in areas such as eCommerce and data and analytics. | | ■ | | | | | | ■ | |

  81. ELECTION OF DIRECTORS

    | 10 2025 PROXY STATEMENT | |

  82. ELECTION OF DIRECTORS

    | Skills and Experience (continued) | Donald Allan, Jr. | Andrea J. Ayers | Susan K. Carter | Debra A. Crew | John L. Garrison | Michael D. Hankin | Robert J. Manning | Adrian V. Mitchell | Jane M. Palmieri | | 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. | | ■ | | ■ | | | | ■ | | | Strategic Transformation Experience is important in helping inform the Board's oversight of the Company's supply chain improvements and streamlining and simplification initiatives. | ■ | ■ | | | ■ | | | | |

  83. ELECTION OF DIRECTORS

    Director Nominee Tenure and Age and Board Refreshment. The tenure of our director nominees ranges from less than a year to more than 10 years, and the Board believes maintaining varying lengths of service provides a balance between new ideas and longstanding Company knowledge and valuable insight. Our director nominees reflect a wide age range, providing a range of experience and expertise. See more information below:

  84. ELECTION OF DIRECTORS

    | | |

  85. ELECTION OF DIRECTORS

    | | 2025 PROXY STATEMENT 11 |

  86. CORPORATE GOVERNANCE

    | | recommends Board committee membership and committee chairs and non-employee director compensation; |

  87. Director Compensation Table

    Director Compensation Table The compensation paid to each of the Company’s non-employee directors during 2024 is as follows:

  88. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | Andrea J. Ayers | 129,875 | 384,879 | — | 514,754 | | Patrick D. Campbell | 44,653 | — | — | 44,653 | | Susan K. Carter | 133,736 | 184,982 | 10,000 | 328,718 | | Debra A. Crew | 145,000 | 184,982 | 10,000 | 339,982 | | John L. Garrison, Jr. | 23,611 | — | — | 23,611 | | Michael D. Hankin | 140,000 | 184,982 | 10,000 | 334,982 | | Robert J. Manning | 145,278 | 184,982 | — | 330,260 | | Adrian V. Mitchell | 125,000 | 184,982 | 4,850 | 314,832 | | Jane M. Palmieri | 125,000 | 184,982 | — | 309,982 | | Mojdeh Poul | 125,000 | 184,982 | — | 309,982 | | Irving Tan | 46,319 | — | — | 46,319 |

  89. EXECUTIVE SUMMARY

    | ** Non-GAAP financial measure. See Appendix A for an explanation and/or reconciliation of GAAP to Non-GAAP measures used in this Proxy Statement. CFROI referenced in this context is computed as cash from operations plus after-tax interest expense, divided by the 2-point average of debt and equity (i.e. beginning and end of year). CFROI used as a metric in the Company's long-term incentive award program is adjusted. Refer to “Incentive Measure Definitions for Long-Term Incentive Award Program” on page 37 for further information. |

  90. EXECUTIVE SUMMARY

    | *** Non-GAAP financial measure. See Appendix A for an explanation and/or reconciliation of GAAP to Non-GAAP measures used in this Proxy Statement. Adjusted EPS referenced in this context is defined as diluted GAAP EPS, excluding certain gains and charges. Adjusted EPS used as a metric in the Company’s long-term incentive award program is adjusted. Refer to the table titled “2022-2024 Performance Period” and corresponding footnotes under “Long-Term Incentive Performance Goals and Performance Period Results” on page 38 for further information. |

  91. EXECUTIVE SUMMARY

    | Compensation Practice | Rationale and Impact | Pay for Performance | Align with Shareholders | Competitive Pay | Balance Risk vs. Reward | | Emphasize performance- based incentives | 90% of CEO and 82% on average of other NEOs’ target pay is variable and tied to performance against preset goals or share price No guaranteed cash bonuses | ■ | ■ | ■ | ■ | | Focus on long-term Company performance | LTIP PSUs comprise at least 50% of long-term incentive compensation for our CEO and other NEOs No dividend equivalents paid out on RSUs unless the underlying award is earned or vests No dividend equivalents paid out on PSUs | ■ | ■ | ■ | ■ | | Provide competitive total compensation opportunity | Executive total target compensation opportunity is generally targeted at the 50th percentile benchmark of our Compensation Peer Group | | ■ | ■ | ■ | | 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 | ■ | ■ | | | | Minimize compensation risk | Compensation program risk assessed annually to ensure that our compensation structure does not incentivize excessive risk-taking Clawback policies covering all time and performance-based incentive compensation | ■ | ■ | | ■ |

  92. EXECUTIVE SUMMARY

    | Compensation Practice | Rationale and Impact | Pay for Performance | Align with Shareholders | Competitive Pay | Balance Risk vs. Reward | | | Anti-hedging and anti-pledging policies | | | | | | 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) | ■ | ■ | | |

  93. Resulting Pay Mix for Our Named Executive Officers

    | | The MICP had an above target payout for 2024. |

  94. Resulting Pay Mix for Our Named Executive Officers

    | | The 2022–2024 LTIP PSUs delivered a zero payout, and the Company anticipates below target payout for the 2023–2025 LTIP PSUs. |

  95. Resulting Pay Mix for Our Named Executive Officers

    | | All outstanding stock options held by the named executive officers, other than some of the more recently granted awards, are generally underwater. The exercise prices of stock options outstanding as of fiscal year end 2024 are set forth in the Outstanding Equity Awards at 2024 Fiscal Year-End table. |

  96. 2025–2027 LTIP PSU

    2025–2027 LTIP PSU We made the following design changes to our 2025-2027 LTIP PSU Program:

  97. 2025–2027 LTIP PSU

    | • | Replaced Relative Organic Sales Growth versus Market metric (previously weighted at 35%) with a new Adjusted EBITDA metric and increased weighting to 45% to align with our key external investor and valuation focus areas; and |

  98. 2025–2027 LTIP PSU

    | • | Reduced the weighting of the Cash Flow Return on Investment (“CFROI”) metric from 40% to 30% in order to place more weighting on Adjusted EBITDA metric. Relative TSR weighting remains the same at 25%. |

  99. 2025–2027 LTIP PSU

    | | 2025 PROXY STATEMENT 27 |

  100. Why You Should Vote FOR the 2025 Advisory Vote on the Approval of Named Executive Officer Compensation

    | ✔ | Our executive compensation program is designed to incentivize and reward executives for taking actions that create sustainable shareholder value. | | | 90% of CEO’s and 82% on average of other NEOs’ 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 bonus payouts ranging from 156.1 to 173.6% of target under the 2024 MICP and zero payout under the 2022–2024 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 and other NEOs are contingent on financial and relative TSR performance over a three-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 target executive pay opportunities are generally aligned with 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. |

  101. COMPENSATION DESIGN

    | 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 31). • 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, criticality of the role to the Company and/or retention risk. | | Alignment with Shareholder Interests | • Interests of executives are aligned with long-term economic 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 and pay governance structure mitigates compensation risk by disincentivizing excessively risky decisions. |

  102. COMPENSATION DESIGN

    | | reviews and recommends adjustments to the total compensation strategy, peer group and pay levels for the Company’s named executive officers; |

  103. COMPENSATION DESIGN

    In addition to the services provided to the Compensation Committee, Pay Governance periodically provides information and advice to the Corporate Governance Committee regarding the compensation of the Company’s non-employee directors. Pay Governance provides no other services to the Company. As described in more detail on page 15, prior to receiving advice from Pay Governance, the Compensation Committee determined that Pay Governance is independent and that there is no conflict of interest between Pay Governance and the Compensation Committee or the Company. Use of Peer Companies and Benchmarking Our Compensation Committee, in consultation with Pay Governance, determines which companies should be included in our peer group for compensation-setting and design purposes (the “Compensation Peer Group”) based on several criteria, including the selection of peers that are both business and labor market competitors, as well as size (primarily revenue size, but secondarily market capitalization and employee headcount). For 2024, the Compensation Committee found that, on average, annual target compensation for our named executive officers was aligned with the intended median positioning level of the Compensation Peer Group. The median 2024 revenue of the 2024 Compensation Peer Group was $17.0 billion, and the median market cap of the 2024 Compensation Peer Group as of the end of the Company's fiscal year 2024 was $50.5 billion, as compared to 2024 revenue for the Company of $15.4 billion, and the market cap for the Company at the end of its fiscal year 2024 of $12.4 billion. As the Compensation Committee determined that this group continued to reflect an appropriate comparison group for the Company, there were no changes made to the Compensation Peer Group for 2024.

  104. COMPENSATION DESIGN

    | 2024 Compensation Peer Group Companies | | | | | Carrier | Emerson Electric Company | Owens Corning | Rockwell Automation, Inc. | | Cummins, Inc. | Illinois Tool Works, Inc. | PACCAR, Inc. | The Sherwin-Williams Company | | Dover Corporation | Johnson Controls International plc | Parker Hannifin Corporation | Textron Inc. | | Eaton Corporation plc | Masco Corporation | PPG Industries | Whirlpool Corporation |

  105. COMPENSATION DESIGN

    The data derived from the Compensation Peer Group and published compensation surveys provides ranges of compensation that the Compensation Committee then considers in setting executive salary levels and incentive opportunities that are consistent with the Company’s overall objectives. The published survey benchmark data reviewed by the Compensation Committee are statistical summaries of the pay practices at these companies and are not representative of the compensation levels at any one organization.

  106. COMPENSATION DESIGN

    | Key Compensation Elements | | Key Features | 2024 Commentary | | ANNUAL CASH COMPENSATION | FIXED | | | | | 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, incumbent contributions and criticality of the role | Base salaries of our named executive officers were generally in line with the market median | | | AT RISK | | | | | ANNUAL INCENTIVE COMPENSATION UNDER MICP Balance complementary short-term goals of profitability and operational stability Encourage executives to maximize profitability, growth and efficiency | 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 | 2024 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%) Adjusted Gross Margin* modifier can increase (but not decrease) the final payout up to an additional 10% (but in no event will the payout exceed 200% of target) Bonus opportunities for the leaders of our different business units also reflect divisional adjusted operating profit*, trade working capital and adjusted gross margin rate* goals See page 34 for a discussion of these calculations * Non-GAAP financial measure. See Appendix A for an explanation and/or reconciliation of GAAP to Non-GAAP measures used in this Proxy Statement | | LONG-TERM EQUITY INCENTIVES | AT RISK | | | | | LTIP PSUs Incentivize executives to achieve sustainable performance results and maximize growth and efficiency Align payouts with financial performance and the creation of long-term shareholder value | PSUs are earned or forfeited based on performance against pre-established goals over a three-year performance period Program design recognizes that stock returns typically take longer to develop than earnings and that TSR, while an important assessment of long-term performance, is less directly influenced by our management team | 2024–2026 LTIP PSU Metrics: CFROI* (weighted at 40%) Relative Organic Sales Growth* versus Market (Market defined as revenue weighted GDP performance. Organic Sales Growth excludes acquisitions, divestitures, and foreign currency impact) (weighted at 35%) Relative TSR (measured based on three-year cumulative return against the S&P 500 Capital Goods Index (“TSR”)) (weighted at 25%) See page 37 for a discussion of these calculations * Non-GAAP financial measure. See Appendix A for an explanation and/or reconciliation of GAAP to Non-GAAP measures used in this Proxy Statement | | | RSUs Align executives’ interests with our shareholders and bolster retention | RSUs generally vest in three installments on each of the first three anniversaries of the grant date, reflecting a shift from the four-year vesting schedule applicable to awards prior to December 2022 | Beginning in February 2023, RSUs are granted in the first quarter at the time of the February Board meeting annually rather than in December | | | STOCK OPTIONS Reward management only if there is share price appreciation | Stock options have an exercise price equal to fair market value at the time of grant and expire 10 years from the grant date Stock options generally vest in three installments on each of the first three anniversaries of the grant date, reflecting a shift from the four-year vesting schedule applicable to awards prior to December 2022 | Beginning in February 2023, stock options are granted in the first quarter at the time of the February Board meeting annually rather than in December |

  107. COMPENSATION DESIGN

    | Compensation Element | Performance Alignment and Payouts | Page Reference | | Annual Incentive Compensation: MICP Awards | Performance results were above target, resulting in bonus payouts for the named executive officers that ranged from 156.1% to 173.6%, which includes performance results against corporate and/or division based goals as applicable. | 35–36 | | Long-Term Incentives: LTIP PSUs | Below threshold performance for all metrics for 2022, 2023 and 2024 resulted in zero payout for the 2022–2024 LTIP PSUs. | 39 |

  108. 2024 EXECUTIVE COMPENSATION PROGRAM

    | (1) Mr. Allan received a salary adjustment in connection with an amendment to his employment agreement that extended the term of his employment. |

  109. 2024 EXECUTIVE COMPENSATION PROGRAM

    Annual Incentive Compensation MICP Target Bonus Opportunities For 2024, the named executive officer target cash bonus opportunities (as a percentage of actual base salary earned for 2024) were as follows:

  110. 2024 EXECUTIVE COMPENSATION PROGRAM

    | Officer | Target Bonus (% of Base Salary) | | Donald Allan, Jr. (1) | 155% | | Patrick D. Hallinan | 100% | | Tamer K. Abuaita(2) | 100% | | Janet M. Link(3) | 85% | | Christopher J. Nelson | 120% |

  111. 2024 EXECUTIVE COMPENSATION PROGRAM

    | (1) Mr. Allan’s target bonus was increased from 150% to 155%, effective January 1, 2024, to align with market in connection with an amendment to his employment agreement that extended the term of his employment. |

  112. 2024 EXECUTIVE COMPENSATION PROGRAM

    | (2) Mr. Abuaita’s target bonus was increased from 85% to 100%, effective July 1, 2024, in connection with his assumption of increased responsibilities. |

  113. 2024 EXECUTIVE COMPENSATION PROGRAM

    | (3) Ms. Link’s target bonus was increased from 75% to 85%, effective January 1, 2024, to align with market. |

  114. 2024 EXECUTIVE COMPENSATION PROGRAM

    Incentive Measure Definitions for Annual Incentive Award Program Under our annual incentive performance award program, 2024 MICP awards are earned or forfeited at the end of the performance year depending on the achievement of pre-established Adjusted EPS*, Free Cash Flow*, and Adjusted Gross Margin Rate* performance goals, subject to an Adjusted Gross Margin* modifier. Bonus opportunities for the leaders of our different business units also reflect divisional goals, which include adjusted division operating profit,* trade working capital and adjusted division gross margin rate*. Adjusted EPS* is defined as diluted GAAP EPS, excluding certain gains and charges. Free Cash Flow* is defined as cash flow from operations less capital and software expenditures. Adjusted Gross Profit* is defined as sales less cost of sales, adjusted for certain gains and charges, primarily supply chain transformation costs. Adjusted Gross Margin Rate* is defined as Adjusted Gross Profit* as a percentage of sales.

  115. 2024 EXECUTIVE COMPENSATION PROGRAM

    MICP Performance Goals and Results The table below sets forth the threshold, target and maximum performance levels for each performance goal under the 2024 MICP, as well as the actual performance for 2024, for the corporate measures. Except with respect to the Adjusted Gross Margin* modifier, threshold performance results in a payout at 50% of target and maximum performance results in a payout at 200% of target, in each case, weighted for the applicable performance goal. The Adjusted Gross Margin* modifier may increase (but not decrease) the final payout by 0% for threshold performance, 5% for target performance and 10% for maximum performance.

  116. 2024 EXECUTIVE COMPENSATION PROGRAM

    In establishing the threshold, target and maximum performance levels described above, the Compensation Committee sought to align the 2024 goals with our 2024 operating plan expectations and to be generally consistent with our shareholder guidance released in February 2024. Adjusted EPS* and Adjusted Gross Margin Rate* goals were set at levels significantly higher than their respective 2023 MICP goals, and the threshold goals for 2024 were set at levels exceeding their respective actual 2023 performance. Actual Adjusted EPS* and Adjusted Gross Margin Rate* performance for 2024 exceeded target and represented an over 200% increase and an over 15% increase compared to actual 2023 performance, respectively. The new Adjusted Gross Margin* modifier threshold goal was also set at a level that exceeded actual 2023 Adjusted Gross Margin Rate* performance and the 2023 maximum; however, actual performance for 2024 was below threshold. Although the 2024 target Free Cash Flow* goal was set lower than the 2023 target goal and actual 2023 performance, it was set at a level that the Compensation Committee determined to be appropriately challenging taking into consideration that the majority of the 2023 Free Cash Flow* performance (approximately $853 million) was driven by a total working capital reduction of approximately $770 million, which was almost entirely driven by a large one-time inventory reduction as part of the Company's Global Cost Reduction Program. In light of the significant impact of this one-time inventory reduction on 2023 Free Cash Flow* performance and that the amount of further inventory reductions in 2024 was expected to be significantly lower, the Compensation Committee determined the 2023 Free Cash Flow* performance was not a repeatable or appropriate goal level for 2024. The Company's 2024 target Free Cash Flow* goal, relative to actual 2023 performance, contemplated improvements in underlying operating earnings offset by lower levels of inventory reductions (approximately $400 million to $500 million less than 2023) and expected increases in capital expenditures to support the Company's transformation efforts. Actual Free Cash Flow* performance for 2024 exceeded maximum as a result of improved earnings and lower capital expenditures resulting from the Company rationalizing and prioritizing spend compared to the Company's 2024 plan. The weighting for each of these measures, the potential bonus payouts and the amounts attained for 2024 performance are set forth in the table below. The amounts reported for Mr. Nelson are based on the corporate goals set forth above and the results of the Tools & Outdoor business, weighted as indicated in the table below. For 2024, the adjusted division operating profit* was achieved below target, the divisional trade working capital performance was above target and the adjusted division gross margin rate* performance was below target. The specific divisional operating profit*, trade working capital, and gross margin rate* goals and results are not disclosed, as the disclosure of such information would result in competitive harm to the Company and would be of limited additional use to investors.

  117. 2024 EXECUTIVE COMPENSATION PROGRAM

    | | Weighting of Measures | | | | | | | Potential Bonus Payouts ($) | | | | | | | Corporate | | | Division | | | | | | | Weighted Avg. Payout Earned on All Measures (% of target) | Payout ($) | | | Adjusted EPS* | Free Cash Flow* | Adjusted Gross Margin Rate* | Adjusted Division Operating Profit* | Trade Working Capital | Adjusted Division Gross Margin Rate* | Adjusted Gross Margin* Modifier | Threshold | Target | Maximum | | | | Donald Allan, Jr. | 30% | 40% | 30% | N/A | N/A | N/A | +10% | $1,046,250 | $2,092,500 | $4,185,000 | 173.6% | $3,362,580 | | Patrick D. Hallinan | 30% | 40% | 30% | N/A | N/A | N/A | +10% | $400,000 | $800,000 | $1,600,000 | 173.6% | $1,388,800 | | Tamer K. Abuaita | 30% | 40% | 30% | N/A | N/A | N/A | +10% | $328,813 | $657,625 | $1,315,250 | 173.6% | $1,141,637 | | Janet M. Link | 30% | 40% | 30% | N/A | N/A | N/A | +10% | $311,313 | $622,625 | $1,245,250 | 173.6% | $1,080,877 | | Christopher J. Nelson | 21% | 28% | 21% | 9% | 12% | 9% | +10% | $510,000 | $1,020,000 | $2,040,000 | 156.1% | $1,592,220 |

  118. 2024 EXECUTIVE COMPENSATION PROGRAM

    Long-Term Incentives The following describes the process by which goals are established for our long-term incentive awards. Incentive Measure Definitions for Long-Term Incentive Award Program Our 2024–2026 LTIP PSUs are earned or forfeited following the conclusion of a three-year performance period depending on the achievement of (i) CFROI performance goals for each fiscal year in the performance period, all of which are pre-established at the beginning of the three-year performance period, (ii) a three-year relative cumulative TSR goal, and (iii) a three-year Relative Organic Sales Growth versus Market goal. Beginning with the 2023–2025 LTIP PSU program and continuing for subsequent cycles, the Adjusted EPS metric used in prior years was removed and replaced with a new Relative Organic Sales Growth versus Market goal, thereby eliminating the use of Adjusted EPS in our long-term incentive program and aligning with our long-term strategy to achieve 2 to 3 times market revenue growth. TSR is calculated as an annualized rate of return reflecting share price appreciation and dividends paid during the measurement period with starting and ending prices measured as 20-day averages to account for daily trading volatility. In the event the Company’s TSR is negative for the three-year measurement period there is a cap such that the maximum payout cannot exceed target regardless of how the Company’s stock performs relative to the LTIP Peer Group, the S&P 500 Capital Goods Index. Following the Company’s portfolio transition in 2022, the Company elected to replace the peer group used in prior LTIP PSUs with the S&P 500 Capital Goods Index. The Company believes that the S&P 500 Capital Goods Index is a more appropriate comparison because it represents a broader group of companies across major industrial manufacturing categories that carry similar operational characteristics to the Company. CFROI* is defined as cash from operations plus after-tax interest expense, divided by the two-point average (beginning and end of the year) of debt plus equity. CFROI has been adjusted, consistent with the terms of grant, to exclude the impact of certain gains and charges, and to add back pro-forma impacts, if and as applicable, related to divested businesses, for comparability to the originally established goal. Including this measure helps align performance goals with the Company’s objectives by encouraging participants to give greater weight to the projected cash flow return in relation to the cost of capital when considering investments. Relative Organic Sales Growth* versus Market is defined as (i) Organic Sales Growth, which is the difference between total current and prior year sales less the impact of companies acquired and divested in the past 12 months and any foreign currency impacts, divided by prior year sales, versus (ii) Market, which measures our performance relative to market performance defined as gross domestic product (GDP) weighted by global revenue distribution over the three-year performance period.

  119. 2024 EXECUTIVE COMPENSATION PROGRAM

    How We Determine Target LTI Values The Compensation Committee establishes long-term incentive values for each NEO considering market data and internal peer comparisons. The allocation of the long-term incentive values for all NEOs is 50% LTIP PSUs, 25% stock options and 25% RSUs. The following table shows the 2024 grant date fair value of regular long-term incentive awards for our named executive officers.

  120. 2024 EXECUTIVE COMPENSATION PROGRAM

    | | | LTIP PSUs (50% of Grant) | Stock Options (25% of Grant) | RSUs (25% of Grant) | | | Donald Allan, Jr. | $5,187,495 | $2,593,756 | $2,593,719 | | | Patrick D. Hallinan | $1,912,463 | $956,243 | $956,206 | | | Tamer K. Abuaita | $850,029 | $425,008 | $424,990 | | | Janet M. Link | $1,049,983 | $524,998 | $524,962 | | | Christopher J. Nelson | $1,900,012 | $950,006 | $950,042 |

  121. 2024–2026 Performance Period

    | | CFROI* (weighted 40%) | | | Relative Organic Sales Growth* versus Market (weighted 35%) | | | Relative TSR (weighted 25%) | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | Threshold | Target | Maximum | | 2024(1) | 8% | 9% | 10% | 0.5X | 1.0X | 1.5X | 25th percentile | 50th percentile | 75th percentile | | 2025 | 9% | 10% | 11% | | | | | | | | 2026 | 10% | 11% | 12% | | | | | | |

  122. 2024–2026 Performance Period

    | | Potential LTIP PSUs to Be Earned | | | Target LTIP PSUs | | | | Threshold | Target | Maximum | % of 2024 Base Salary as of Dec. 28, 2024 | | | Donald Allan, Jr. | 32,079 | 64,158 | 128,316 | 384% | $5,187,495 | | Patrick D. Hallinan | 11,827 | 23,653 | 47,306 | 239% | $1,912,463 | | Tamer K. Abuaita | 5,257 | 10,513 | 21,026 | 113% | $850,029 | | Janet M. Link | 6,493 | 12,986 | 25,972 | 142% | $1,049,983 | | Christopher J. Nelson | 11,750 | 23,499 | 46,998 | 224% | $1,900,012 |

  123. 2024–2026 Performance Period

    | | CFROI* (weighted 40%) | | | Relative Organic Sales Growth* versus Market (weighted 35%) | | | Relative TSR (weighted 25%) | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | Threshold | Target | Maximum | | 2023(1) | 8% | 9% | 10% | 0.5X | 1.0X | 1.5X | 25th percentile | 50th percentile | 75th percentile | | 2024(1) | 9% | 10% | 11% | | | | | | | | 2025 | 10% | 11% | 12% | | | | | | |

  124. 2022–2024 Performance Period

    | | CFROI* (weighted 40%) | | | | Adjusted EPS* (weighted 35%) | | | | Relative TSR (weighted 25%) | | | | | | Threshold | Target | Maximum | Achieved | Threshold | Target | Maximum | Achieved | Threshold | Target | Maximum | Achieved | | 2022 | 15% | 16% | 17% | (6.1)% | $11.02 | $12.25 | $13.48 | $4.67 | 25th percentile | 50th percentile | 75th percentile | 0th percentile | | 2023 | 15% | 16% | 17% | 10.1% | $11.87 | $13.19 | $14.51 | $1.43 | | | | | | 2024 | 15% | 16% | 17% | 9.4% | $12.73 | $14.15 | $15.57 | $4.25 | | | | |

  125. 2022–2024 Performance Period

    The following table sets forth the number of 2022–2024 LTIP PSUs earned by each of the named executive officers. Only Messrs. Allan and Abuaita and Ms. Link received 2022–2024 LTIP PSUs, as the other two named executive officers were hired after the February 16, 2022 grant date.

  126. 2022–2024 Performance Period

    | | Potential LTIP PSUs (Number of Shares) | | | Actual Payout (shares) | Weighted Average Payout (% of target) | | | Threshold | Target | Maximum | | | | Donald Allan, Jr.(1) | 14,322 | 28,644 | 57,288 | 0 | 0% | | Tamer K. Abuaita | 1,628 | 3,255 | 6,510 | 0 | 0% | | Janet M. Link | 1,809 | 3,617 | 7,234 | 0 | 0% |

  127. 2022–2024 Performance Period

    | (1) Mr. Allan received two grants of 2022–2024 LTIP PSUs. The first was his annual grant on February 16, 2022, and the second grant was made in connection with his promotion to President and CEO on July 5, 2022. |

  128. COMPENSATION GOVERNANCE

    COMPENSATION GOVERNANCE Managing Compensation Risk We are committed to our pay for performance philosophy and the incentive programs we have implemented to support such alignment. At the same time, we strive to ensure that our compensation policies and practices do not encourage unnecessary or excessive risk-taking by our executives to the detriment of the long-term interests of our shareholders, as demonstrated by the following policies. Executive Officer Stock Ownership Guidelines The Company maintains Stock Ownership Guidelines for Executive Officers to create an ownership culture and to reflect the Compensation Committee’s belief that meaningful investment in the Company by executive officers better aligns their interests with those of the Company’s shareholders. This policy requires our executive officers to reach the minimum levels of stock ownership laid out in the table below within a five-year period commencing on the date of hire or promotion to a senior management position. Shares owned by the executive officer (or an immediate family member living in the same household), shares held in trust for the benefit of the executive officer, vested stock-based equity awards, unvested and vested time-based RSUs and any deferred stock-based equity awards are considered in measuring an executive officer’s stock ownership for purposes of this policy; however, unvested stock options, unexercised stock options and unvested performance-based equity awards are not so considered. A copy of this policy is available on the “Governance Documents” section of the Company’s website at www.stanleyblackanddecker.com (which appears under the “Investors” heading and the “Governance” subheading).

  129. COMPENSATION GOVERNANCE

    three completed fiscal years immediately preceding the “Recoupment Trigger Date” (as defined in the Mandatory Clawback Policy) over the amount of incentive-based compensation that would have been received by the Covered Executive had such compensation been determined based on restated amounts in the Financial Restatement. In February 2025, the Company adopted an additional, discretionary compensation recoupment policy (the “Discretionary Clawback Policy”), pursuant to which the Company may recover any covered compensation in the event a “Covered Executive” (i.e., any current or former Section 16 officer and any other employees designated by the Compensation Committee) engages in misconduct. The covered compensation subject to recoupment under the Discretionary Clawback Policy includes all time-based and performance-based cash and equity incentive compensation that is earned, granted, vested, paid or otherwise received by a Covered Executive on or after the effective date of the Discretionary Clawback Policy. Copies of the Mandatory Clawback Policy and the Discretionary Clawback Policy are available on the “Governance Documents” section of the Company’s website at www.stanleyblackanddecker.com (which appears under the “Investors” heading and the “Governance” subheading). Assessment of Risk Arising from Compensation Policies and Practices The Compensation Committee reviews, on a periodic basis, the operation and structure of the Company’s compensation programs and has considered whether its compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee has concluded that the Company’s compensation practices and policies do not create such risks based on the following considerations. As discussed on pages 35–36, the MICP utilizes a combination of corporate and divisional goals. Divisional goals are established with overall corporate objectives in mind and do not conflict with corporate goals. To further minimize the risk that any employee or group of employees would pursue achievement of divisional goals in a manner that would have an adverse impact on the overall corporate goals, at least 25% of the annual bonus opportunity for all managers is based on achievement of the corporate goals. In addition to divisional goals, managers other than named executive officers may be assigned individual performance goal targets as a component of their MICP award. Any such individual achievement goals account for a relatively small percentage of the total bonus opportunity and, accordingly, disincentivize any individual from pursuing achievement of an individual goal in a manner that would jeopardize performance of his or her division as a whole or the Company as a whole. The RSUs and stock options, which vest over three years, align recipients’ interests with those of the Company’s shareholders in maintaining or increasing share value, making it against the interests of award recipients to pursue behaviors that create a material risk to the Company. LTIP PSU grants generally are earned based on achievement of corporate performance goals over a three-year performance period. For the 2023-2025 and 2024-2026 cycles, a portion of each LTIP PSU grant is contingent on achieving stated levels in Relative Organic Sales Growth versus Market during the performance period, a portion based on targets relating to CFROI, and a portion contingent on achieving TSR relative to a peer group. For the 2025-2027 LTIP PSU cycle, the Relative Organic Sales Growth versus Market was replaced with a new Adjusted EBITDA metric as further described under “2024 & 2025 Compensation Program Design Changes”. The Company believes that using Relative Organic Sales Growth versus Market and CFROI as performance measures provides appropriate incentives for management to optimize the principal financial drivers that generate shareholder return and reinforce the Company’s quest for continued growth. Similarly, the Company believes that including three-year relative TSR as a performance measure encourages management to continuously benchmark Company performance against that of a broadly defined group of comparable companies, further supporting the Company’s quest for growth. In determining whether Relative Organic Sales Growth versus Market and CFROI goals have been met, the Compensation Committee retains the discretion to adjust the manner in which achieved Relative Organic Sales Growth versus Market and CFROI are determined to take into account certain non-recurring events (such as significant acquisitions or divestitures). Providing the Compensation Committee this discretion allows the Compensation Committee to ensure the results are comparable to the originally established goals. It also has the effect of reducing any incentive to take a particular action in order to increase the earned LTIP PSUs that would be distributed at the end of the applicable performance period. Other incentive programs provided to employees are common in companies in durable goods and services businesses, such as commissions on sales for sales representatives. None of these programs accounts for a significant percentage of the relevant business unit’s revenues. In addition, our compensation programs contain many design features that mitigate the likelihood of encouraging excessive or inappropriate risk-taking behavior. These features include robust stock ownership guidelines, a policy against hedging or pledging of Company stock and “recoupment” or “clawback” policies in the event of certain financial restatements as described on pages 41–42.

  130. COMPENSATION GOVERNANCE

    Timing of Equity Grants The Compensation Committee determined that, beginning in 2023, annual equity grants, including LTIP PSUs, stock options and RSUs, to executive officers would be made in the first quarter of each year to facilitate cohesive award communication to participants and better align with prevalent market practice. The exercise price for all stock option grants is set no lower than the average of the high and low price of a share as quoted on the New York Stock Exchange Composite Tape on the date of grant. The Compensation Committee may occasionally make off-cycle grants during the year. Such off-cycle grants typically relate to promotions, hiring, acquisitions, or other significant business events that have a meaningful impact on our ability to recruit or retain management talent. The Compensation Committee has also delegated authority to the Company’s CEO to make annual grants and occasional off-cycle grants to employees who are not Section 16 officers of the Company and to cancel, modify, waive rights with respect to, alter, discontinue, suspend or terminate such awards. The grant date for any grants made by the Company’s CEO is either the date the grant authorization is signed by the CEO, or a later date specified in the grant authorization. Under the Company’s employee stock purchase plan, eligible employees, including the named executive officers, may purchase shares at a discount, with purchase dates generally on the last business day of each month using payroll deductions that occurred during that month. We neither backdate equity awards, nor grant spring-loaded equity awards (i.e., we do not make equity grants shortly before announcing market-moving information with better-than-expected results or the disclosure of a significant transaction). The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity grants, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2024, no stock options were granted to named executive officers during the period beginning four business days before and ending one business day after the filing of any periodic or current report that discloses material nonpublic information.

  131. 2024 EXECUTIVE COMPENSATION

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Donald Allan, Jr., President and CEO | 2024 | 1,350,000 | — | 7,781,214 | 2,593,756 | 3,632,580 | 642,731 | 16,000,281 | | | 2023 | 1,250,000 | — | 6,937,461 | 2,312,491 | 3,071,250 | 306,442 | 13,877,644 | | | 2022 | 1,060,000 | — | 5,078,138 | 1,671,738 | — | 283,380 | 8,093,256 | | Patrick D. Hallinan Executive Vice President, Chief Financial Officer | 2024 | 800,000 | — | 2,868,669 | 956,243 | 1,388,800 | 439,246 | 6,452,958 | | | 2023 | 585,641 | 350,000 | 5,387,467 | 912,506 | 1,310,400 | 161,156 | 8,707,170 | | Tamer K. Abuaita Global Chief Supply Chain Officer and President, Industrial | 2024 | 695,000 | — | 1,275,019 | 425,008 | 1,141,637 | 108,720 | 3,645,384 | | | 2023 | 602,500 | — | 2,071,058 | 456,011 | 856,265 | 76,245 | 4,062,079 | | Janet M. Link Senior Vice President, General Counsel and Secretary | 2024 | 732,500 | — | 1,574,945 | 524,998 | 1,080,877 | 157,332 | 4,070,652 | | | 2023 | 701,667 | — | 1,350,014 | 450,011 | 872,235 | 97,299 | 3,471,226 | | | 2022 | 655,000 | — | 2,051,823 | 455,994 | — | 122,685 | 3,285,502 | | Christopher J. Nelson Chief Operating Officer, Executive Vice President and President, Tools & Outdoor | 2024 | 850,000 | — | 2,850,054 | 950,006 | 1,592,220 | 471,623 | 6,713,903 | | | 2023 | 467,500 | — | 8,199,989 | 900,009 | 1,351,500 | 84,820 | 11,003,818 |

  132. Non-Qualified Deferred Compensation Plans

    Non-Qualified Deferred Compensation Plans The Company maintains the Supplemental RAP, the Deferred Compensation Plan (MIP), and the Deferred RSU Plan. Certain employees, including each of the named executive officers, may defer bonuses and other compensation pursuant to the Supplemental RAP. Supplemental RAP The Supplemental RAP provides executive officers and certain other employees, including the named executive officers, with benefits that cannot be provided under the RAP due to Internal Revenue Code limitations but is otherwise designed to provide benefits similar to the RAP. An eligible employee can defer up to 50% of base salary and up to 100% of the cash portion of his or her management incentive bonus each year under the Supplemental RAP. The Company, at its discretion, determines whether matching contributions will be made for a particular year and whether it will make Core contributions for a particular year. During 2024, the Company made matching and core allocations for Mr. Allan and Ms. Link and made core allocations for Messrs. Abuaita, Hallinan and Nelson. Matching contributions are vested upon completion of one year of service or, if earlier, upon an active employee reaching age 55, becoming disabled, or death. Core contributions are vested after three years of service or if earlier, upon a participant’s reaching age 55, becoming disabled, or death, while employed by the Company. Accounts under the Supplemental RAP are credited with notional investment earnings or losses, depending upon the investment options selected by the participants, which may be changed on a daily basis by the participants. A participant receives a lump sum distribution, or two- or five-year annual installment payments, based on his or her distribution election of the vested supplemental account balances following termination of employment unless he or she has elected a later distribution date. Upon death, prior to commencing his or her distribution, the vested account balances are payable in a lump sum or installments, based on the participant’s distribution election, to the designated beneficiary of the participant. Deferred Compensation Plan (MIP) The Deferred Compensation Plan (MIP) allowed for employees to defer bonuses earned under the MICP. The Company did not make any contributions to this plan. Interest is credited quarterly equal to the rate of one percentage point greater than the yield of the 10-year Treasury Note. Distributions to participants are made upon a participant’s death, retirement or termination of employment. Although the Company maintains the Deferred Compensation Plan (MIP), it has been closed to new deferrals since 2010, and Mr. Allan is the only named executive officer with a balance in this plan.

  133. Non-Qualified Deferred Compensation Plans

    | | 2025 PROXY STATEMENT 51 |

  134. Non-Qualified Deferred Compensation Plans

    Deferred RSU Plan Mr. Allan was awarded 4,000 RSUs on February 28, 2001, with a distribution date of October 13, 2003. Mr. Allan entered into an agreement electing to defer the issuance of shares under these RSUs until the termination of his employment with the Company (by death, retirement, or otherwise). Such RSUs remain deferred as of December 28, 2024. Dividend equivalent units earned on such RSUs are paid out in cash to Mr. Allan quarterly.

  135. Equity Award Agreements

    Equity Award Agreements The outstanding stock option and RSU awards provide for accelerated vesting in the event of the named executive officer’s retirement (other than retention RSU awards), death or disability. Under the outstanding LTIP PSUs, in the event of the named executive officer’s retirement, death or disability, the LTIP PSUs will remain outstanding and eligible to become earned based on actual performance; however, if such termination occurs during the first year of the performance period, the number of LTIP PSUs that will remain eligible to become earned will be prorated. Retirement for purposes of the award agreements is defined as (i) age 55 and 10 years of service for awards granted before February 14, 2023, and (ii) the earlier of age 55 and 10 years of service or age 65 and one year of service for awards granted thereafter. Mr. Allan met the age 55 and 10 years of service requirements at December 28, 2024, whereas the other named executive officers did not meet retirement eligibility requirements.

  136. CEO PAY RATIO

    CEO PAY RATIO Our Company seeks to establish fair and competitive employee compensation programs in each local market within our global operations to effectively attract, retain and motivate our talented workforce. As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and in accordance with SEC regulations, we are providing the following information to explain the relationship between the annual total compensation of our estimated median employee and the annual total compensation of our CEO. Identification of Median Employee Based on our internal review procedures this year, we do not believe that there have been any changes in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio calculation. As a result, under applicable SEC rules, we have used the same median employee identified in 2023 in order to calculate this year’s pay ratio. We selected October 1, 2023, as our determination date and used this date to identify the population of employees to be included in our calculations. On October 1, 2023, the Company and its consolidated subsidiaries employed approximately 50,630 individuals, 63% of whom were located outside of the U.S. Under the pay ratio rules, we are permitted to exclude up to 5% of our total employee population, and accordingly we excluded employees from Taiwan (1,551 employees) and Vietnam (773 employees) (approximately 5.0% of our total workforce of 50,630). We use base pay as of our October 1, 2023, determination date as the most appropriate measure of compensation for identifying our median employee and applied this measure consistently across our employee population. For our hourly population, we used the hourly rate of pay multiplied by the number of hours regularly scheduled exclusive of overtime, bonuses or other earnings, translated to U.S. dollars. Annual Total Compensation of Median Employee We calculated the median employee’s annual total compensation for 2024 in accordance with the requirements of Item 402(c)(2) of Regulation S-K (consistent with the “Summary Compensation Table” for 2024). We then added the estimated value of health and welfare benefits provided to the median employee during 2024 to more accurately represent our overall compensation programs. Based on this, our median employee’s total annual compensation, inclusive of benefits, was an estimated $76,984. Annual Total Compensation of CEO With respect to the annual total compensation of our CEO, we used the total compensation reported for Mr. Allan in the “Summary Compensation Table” for 2024, and then added the $30,468 estimated value of health and welfare benefits provided to the CEO during 2024 to maintain consistency between the annual total compensation of our CEO and our median employee. Using this calculation, our CEO’s annual total compensation was $16,030,749. Pay Ratio Based on our CEO’s annualized total compensation compared to the compensation for the estimated median employee, our estimated pay ratio as calculated pursuant to applicable SEC regulations is 208:1. Our estimated pay ratio is influenced by a number of factors, including the geographic distribution of our employees, the mix of hourly versus salaried employees included in our employee population, and compensation trends within our specific industry. As a result of these and other variables, we do not believe comparisons to the pay ratios of other companies, including our competitors, are likely to be meaningful.

  137. CEO PAY RATIO

    | | 2025 PROXY STATEMENT 59 |

  138. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth the compensation for our principal executive officers (the “PEOs”) and the average compensation for our other named executive officers (“NEOs”), both as reported in the Summary Compensation Table on page 44 of this Proxy Statement and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under the SEC’s pay versus performance disclosure rules, for each of 2024, 2023, 2022, 2021 and 2020. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, net income and CFROI. Pay Versus Performance

  139. PAY VERSUS PERFORMANCE

    | | James M. Loree | | Donald Allan, Jr. | | Value of Initial Fixed $100 Investment Based On: | | | | | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income (GAAP) in millions | CFROI | | 2024 | n/a | n/a | $16,000,281 | $7,767,041 | $5,220,724 | $2,548,571 | $56 | $186 | $294.3 | 9.4% | | 2023 | n/a | n/a | $13,877,644 | $14,893,456 | $5,924,460 | $6,500,142 | $65 | $150 | $(310.5) | 10.8% | | 2022 | $13,625,418 | $(10,577,275) | $8,093,256 | $(3,215,054) | $2,787,366 | $(1,031,574) | $48 | $126 | $1,062.5 | (4.2)% | | 2021 | $13,159,209 | $11,587,123 | n/a | n/a | $3,655,494 | $3,504,244 | $118 | $126 | $1,689.2 | 5.8% | | 2020 | $16,349,446 | $24,617,703 | n/a | n/a | $4,054,082 | $6,887,666 | $110 | $106 | $1,233.8 | 16.0% |

  140. PAY VERSUS PERFORMANCE

    Summary Compensation Table Total for PEO and Average Summary Compensation Table Total for non-PEO NEOs. Reflects amounts reported in the “Summary Compensation Table” for the PEOs set forth below and average amounts reported in the “Summary Compensation Table” for the non-PEO NEOs set forth below:

  141. PAY VERSUS PERFORMANCE

    | Year | PEO | Non-PEO NEOs | | 2024 | Donald Allan, Jr. | Patrick D. Hallinan, Tamer K. Abuaita, Janet M. Link and Christopher J. Nelson | | 2023 | Donald Allan, Jr. | Patrick D. Hallinan, Tamer K. Abuaita, John T. Lucas, Christopher J. Nelson and Corbin B. Walburger | | 2022 | Donald Allan, Jr. and James M. Loree | Corbin B. Walburger, Janet M. Link, Robert H. Raff and John H. Wyatt | | 2021 | James M. Loree | Donald Allan, Jr., Janet M. Link, Jaime A. Ramirez and John H. Wyatt | | 2020 | James M. Loree | Donald Allan, Jr., Jeffrey D. Ansell, Jaime A. Ramirez and Graham N. Robinson |

  142. PAY VERSUS PERFORMANCE

    Compensation Actually Paid to PEO and Average Compensation Actually Paid to non-PEO NEOs. Compensation actually paid for the PEO and average compensation actually paid for our non-PEOs in 2024, 2023, 2022, 2021 and 2020 reflect the respective amounts set forth in these columns, adjusted as follows in accordance with the SEC’s pay versus performance disclosure rules. These dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEOs and our other NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee with respect to the PEO’s and our other NEOs’ compensation for fiscal year 2024, see Compensation Discussion & Analysis beginning on page 23 of this Proxy Statement.

  143. PAY VERSUS PERFORMANCE

    | 60 2025 PROXY STATEMENT | |

  144. PAY VERSUS PERFORMANCE

    | | PEO (Allan) | Average of Non-PEOs | | Total Reported in Summary Compensation Table for 2024 | $16,000,281 | $5,220,724 | | Less, value of equity awards reported in the Summary Compensation Table | $(10,374,970) | $(2,856,236) | | Add, year-end value of equity awards granted in 2024 that are unvested and outstanding | $6,553,478 | $1,803,326 | | Add, change in fair value (from prior year-end to year-end) of prior year equity awards that are unvested and outstanding | $(3,851,227) | $(1,360,359) | | Add, year-end fair market value of equity awards granted in 2024 and that vested in 2024 | $0 | $0 | | Add, change in fair value (from prior year-end to vesting date) of prior year equity awards that vested in 2024 | $(560,521) | (258,884) | | Less, prior year-end fair value of prior year equity awards that failed to vest in 2024 | $0 | $0 | | Add, dividends and dividend equivalent payments paid during 2024 on unvested equity awards | $0 | $0 | | Less, change in present value of accumulated pension plan benefits reported in the Summary Compensation Table | $0 | $0 | | Add, service cost for defined benefit and pension plans | $0 | $0 | | Add, prior service cost for defined benefit and pension plans | $0 | $0 | | Compensation Actually Paid for Fiscal Year 2024 | $7,767,041 | $2,548,571 |

  145. PAY VERSUS PERFORMANCE

    The assumptions used to calculate the fair values set forth in the table above are computed in accordance with ASC 718 and did not differ materially from those used to calculate the grant date fair value for each award. Value of Initial Fixed $100 Investment Based On Total Shareholder Return and Peer Group Total Shareholder Return. TSR is cumulative for the measurement periods beginning on December 27, 2019, and ending on December 28, 2024, December 30, 2023, December 31, 2022, January 1, 2022 and January 2, 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. TSR as reported in the Company's Proxy Statements for the 2024 Annual Meeting of Shareholders and the 2023 Annual Meeting of Shareholders previously used measurement periods beginning on December 31, 2019 ending on December 31 of each of 2024, 2023, 2022, 2021 and 2020, respectively. The S&P 500 Capital Goods Index peer group for purposes of this table reflects the Company’s industry sector and is the same as our peer group disclosed in the Stock Performance Graph in Item 5 of Part II of the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024. Net Income (GAAP). Reflects “Net Income” as reported under the caption “Net Earnings (Loss) Attributable to Stanley Black & Decker, Inc.” in the Company’s Consolidated Statements of Operations included in the Company’s Annual Reports on Form 10-K for the years ended December 28, 2024, December 30, 2023, December 31, 2022, January 1, 2022, and January 2, 2021. Net Income is inclusive of the results of discontinued operations. The 2022, 2023 and 2024 Net Income reflects an $884.9 million after-tax gain, $(28.8) million after-tax loss and an $8.0 million after-tax gain on sale of the Security business, respectively. CFROI. CFROI is used as a metric in the Company's long-term incentive award program and represented the highest weighted metric for those awards at 40% (although beginning with the 2025–2027 LTIP PSU cycle, CFROI was reduced from a 40% to 30% weighting as described in “2024 & 2025 Compensation Program Design Changes” on page 27). CFROI is calculated as cash from operations plus after-tax interest expense, divided by the two-point average (beginning and end of the year) of debt plus equity. CFROI has been adjusted, consistent with the terms of grant, to exclude the impact of certain gains and charges, and to add back pro-forma impacts, if and as applicable, related to divested businesses for comparability to originally established goals. The CFROI results reported for 2024 and 2023 represent the CFROI results achieved under the 2022–2024 and 2021–2023 LTIP PSU cycles, respectively. The CFROI results reported for 2022, 2021 and 2020 represent the CFROI results achieved under the 2020-2022 LTIP PSU cycle, as reported in the Company's Proxy Statement for the 2023 Annual Meeting of Shareholders. The CFROI results presented above may differ from the CFROI results reported for the corresponding year under different LTIP cycles due to differing assumptions based on expected Non-GAAP adjustments at the time of the establishment of the respective CFROI goals at the beginning of each applicable LTIP cycle. See “Long-Term Incentive Performance Goals and Performance Period Results” on page 38 for additional information. See Appendix A for a calculation of CFROI and reconciliation to respective GAAP measures.

  146. PAY VERSUS PERFORMANCE

    | | 2025 PROXY STATEMENT 61 |

  147. PAY VERSUS PERFORMANCE

    Most Important Financial Performance Measures

  148. PAY VERSUS PERFORMANCE

    | Performance Measures | | CFROI* Adjusted EPS* Adjusted Gross Margin Rate* Free Cash Flow Dollars* |

  149. PAY VERSUS PERFORMANCE

    | * Non-GAAP financial measure. See Appendix A for an explanation and/or reconciliation of GAAP to Non-GAAP measures used in this Proxy Statement. |

  150. PAY VERSUS PERFORMANCE

    | 62 2025 PROXY STATEMENT | |

  151. PAY VERSUS PERFORMANCE

    The Adjusted EPS measure was used in both the MICP, our annual incentive plan, and the LTIP PSUs in 2022 and in prior years but was removed from the LTIP PSUs for the 2023–2025 and future cycles. The Adjusted Gross Margin Rate measure is used in the MICP. The MICP in 2022 and prior years had a Cash Flow Multiple measure, defined as operating cash flow less capital expenditures (known as “free cash flow”), divided by net earnings. The Free Cash Flow metric used for the 2023 MICP and the 2024 MICP is the numerator of the Cash Flow Multiple measure and has replaced the previously used Cash Flow Multiple measure. Relationships Between Compensation Actually Paid and Financial Performance Measures

  152. Compensation Actually Paid, Company TSR and Peer Group TSR

    Compensation Actually Paid, Company TSR and Peer Group TSR The chart below describes the relationship between the Company’s TSR and the compensation actually paid to the PEOs (which for 2022 is the sum of the compensation actually paid to Mr. Allan and Mr. Loree) and the average amount of compensation paid to non-PEO NEOs, as well as between the Company’s TSR and the TSR of the Company’s peer group, the S&P 500 Capital Goods Index. Compensation actually paid generally aligns with the Company’s TSR over the five years presented in the table because a significant portion of the compensation actually paid to our NEOs is comprised of equity awards whose value is directly tied to the value of the Company’s common stock performance.

  153. Compensation Actually Paid, Company TSR and Peer Group TSR

    | | 2025 PROXY STATEMENT 63 |

  154. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The chart below describes the relationship between net income and the compensation actually paid to the PEOs (which for 2022 is the sum of the compensation actually paid to Mr. Allan and Mr. Loree) and the average amount of compensation paid to non-PEO NEOs. As demonstrated by the following table, the amount of compensation actually paid to our CEO and the average compensation paid to our Non-PEO NEOs was generally aligned to our net income in 2020, 2021 and 2024. In 2022, net income included a non-recurring $884.9 million after-tax gain on the Security divestiture reported in discontinued operations and the compensation actually paid, as reported, was negative primarily due to the 2022 decline in the company stock price. In 2023, the divergence in net income versus compensation actually paid primarily pertained to appreciation in the company stock price in 2023, as well as $566.2 million of Non-GAAP adjustments, principally related to asset impairment charges and supply chain transformation costs included in net income but excluded from the incentive compensation program payouts, along with the strategic choice to prioritize inventory reductions which impacted gross margin and net income despite improved gross margin performance relative to 2022. While the Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is somewhat correlated with the Adjusted EPS measure, which is used in the MICP and LTIP PSUs for the 2022–2024 and prior cycle. However, the Adjusted EPS measure utilized in the incentive programs excludes Non-GAAP adjustments, and therefore excludes the after-tax gain and loss on the Security business divestiture reported in discontinued operations in 2022 and 2023, respectively, which are included in net income.

  155. Compensation Actually Paid and Net Income

    | 64 2025 PROXY STATEMENT | |

  156. Compensation Actually Paid and CFROI

    Compensation Actually Paid and CFROI The chart below describes the relationship between the Company-selected performance measure of CFROI and compensation actually paid to the PEOs (which for 2022 is the sum of the compensation actually paid to Mr. Allan and Mr. Loree) and the average amount of compensation paid to non-PEO NEOs, showing alignment over the five years presented in the table.

  157. Compensation Actually Paid and CFROI

    | | 2025 PROXY STATEMENT 65 |

  158. Pay Versus Performance CFROI Reconciliations

    Pay Versus Performance CFROI Reconciliations

  159. Pay Versus Performance CFROI Reconciliations

    | | GAAP | Non-GAAP Adjustments, Other | Non-GAAP – PVP(4) | | Cash Flow From Operations | $1,106.9 | $143.3 | $1,250.2 | | Interest Expense (After-Tax) | 252.4 | — | 252.4 | | | $1,359.3 | $143.3 | $1,502.6 | | Long-Term Debt* | $5,851.8 | $— | $5,851.8 | | Short-Term Borrowings* | 537.4 | 365.0 | 902.4 | | Current Portion Of Long-Term Debt* | 250.7 | — | 250.7 | | Equity* | 8,888.0 | 95.1 | 8,983.1 | | Average Capital | $15,527.9 | $460.1 | $15,988.0 | | CFROI(3) | 8.8% | | 9.4% |

  160. Pay Versus Performance CFROI Reconciliations

    | | 2025 PROXY STATEMENT 79 |

  161. Pay Versus Performance CFROI Reconciliations

    | | GAAP | Non-GAAP Adjustments, Other | Non-GAAP – PVP(4) | | Cash Flow From Operations | $1,191.3 | $346.8 | $1,538.1 | | Interest Expense (After-Tax) | 294.3 | — | 294.3 | | | $1,485.6 | $346.8 | $1,832.4 | | Long-Term Debt* | $5,727.0 | $— | $5,727.0 | | Short-Term Borrowings* | 1,588.9 | — | 1,588.9 | | Current Portion Of Long-Term Debt* | 1.2 | — | 1.2 | | Equity* | 9,385.2 | 207.5 | 9,592.7 | | Average Capital | $16,702.3 | $207.5 | $16,909.8 | | CFROI(3) | 8.9% | | 10.8% |

  162. Pay Versus Performance CFROI Reconciliations

    | | GAAP | Non-GAAP Adjustments, Other | Non-GAAP – PVP(4) | | Cash Flow From Operations | $(1,459.5) | $490.6 | $(968.9) | | Interest Expense (After-Tax) | 224.2 | — | 224.2 | | | $(1,235.3) | $490.6 | $(744.7) | | Long-Term Debt* | $4,853.3 | $— | $4,853.3 | | Short-Term Borrowings* | 2,172.0 | — | 2,172.0 | | Current Portion Of Long-Term Debt* | 1.2 | — | 1.2 | | Equity* | 10,653.3 | 58.4 | 10,711.7 | | Average Capital | $17,679.8 | $58.4 | $17,738.2 | | CFROI(3) | (7.0)% | | (4.2)% |

  163. Pay Versus Performance CFROI Reconciliations

    | 80 2025 PROXY STATEMENT | |

  164. Pay Versus Performance CFROI Reconciliations

    | | GAAP | Non-GAAP Adjustments, Other | Non-GAAP – PVP(4) | | Cash Flow From Operations | $663.1 | $173.9 | $836.9 | | Interest Expense (After-Tax) | 138.8 | — | 138.8 | | | $801.9 | $173.9 | $975.7 | | Long-Term Debt* | $4,299.5 | $— | $4,299.5 | | Short-Term Borrowings* | 1,121.3 | — | 1,121.3 | | Current Portion Of Long-Term Debt* | 0.6 | — | 0.6 | | Equity* | 11,329.4 | 143.8 | 11,473.2 | | Average Capital | $16,750.8 | $143.8 | $16,894.6 | | CFROI(3) | 4.8% | | 5.8% |