Form 4: Stanley Black & Decker Director Increases Beneficial Ownership Through Deferred Compensation and RSU Plans

Andrea J. Ayers, a Director at Stanley Black & Decker, Inc., has increased her beneficial ownership of company common stock through the vesting of restricted stock units and participation in deferred compensation plans.

Summary

• Andrea J. Ayers, a Director of Stanley Black & Decker, Inc. (SWK), reported acquisitions of common stock and deferred shares on June 17, 2025.
• She acquired 771 shares of common stock from the settlement of restricted stock units (RSUs) that were 100% vested upon grant, with settlement deferred under the 2020 Restricted Stock Unit Deferral Plan for Non-Employee Directors.
• An additional 238.5976 shares of common stock were acquired through dividend equivalents credited as additional RSUs under the same RSU Deferral Plan, based on a price of $64.85 per share.
• Her total beneficial ownership of non-derivative common stock following these transactions is 35,379.1791 shares.
• She also acquired 481.8812 deferred shares under the Stanley Black & Decker Deferred Compensation Plan for Non-Employee Directors, resulting from the deferral of quarterly director fees, at a price of $64.85 per share.
• An additional 165.5097 deferred shares were acquired through the reinvestment of dividends paid on existing deferred shares under the Deferred Compensation Plan, also at $64.85 per share.
• Each deferred share entitles the holder to receive one share of common stock upon settlement.
• Her total beneficial ownership of derivative deferred shares following these transactions is 13,736.7994 shares.
• Settlement of the deferred RSUs will occur in a lump sum 90 days after cessation of board membership or in 3, 5, or 10 annual installments, based on her election.
• Settlement of the deferred shares will occur in a lump sum on the first business day of the calendar year immediately following the date she ceases to be a member of the Board of Directors.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While not a direct investment, the increase in beneficial ownership by a director through compensation plans generally indicates alignment with the company's long-term prospects. It's a routine filing with no negative implications.

Positives

• The director's beneficial ownership in Stanley Black & Decker has increased, aligning her interests more closely with those of shareholders.
• The acquisitions are part of established compensation plans, indicating a structured approach to director remuneration and equity alignment.

Future Outlook

The acquired restricted stock units and deferred shares will be settled in common stock upon the reporting person's cessation of board membership, either in a lump sum or in installments, depending on prior elections.

Management Comments

• The reporting person has elected to defer settlement of restricted stock units under the Stanley Black & Decker, Inc. 2020 Restricted Stock Unit Deferral Plan for Non-Employee Directors.
• The reporting person has acquired deferred shares pursuant to the Stanley Black & Decker Deferred Compensation Plan for Non-Employee Directors as a result of the deferral of quarterly director fees.

Industry Context

This filing reflects standard compensation practices for non-employee directors in publicly traded companies, often involving equity-based awards and deferred compensation plans to align director interests with long-term shareholder value.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and Deferred Compensation Plans for non-employee directors is a common practice across industries, including the manufacturing and tools sector where Stanley Black & Decker operates.
• These plans are designed to provide long-term incentives and align director interests with company performance, similar to compensation structures at comparable industrial companies like The Home Depot, Lowe's, or other diversified manufacturers.

Corporate Governance

Related Party Transactions

• The reported transactions are related party transactions as they involve a director acquiring equity from the company as part of her compensation, governed by established company plans for non-employee directors.

Stakeholder Impact

• Shareholders: The increase in a director's beneficial ownership through equity compensation generally aligns the director's interests with long-term shareholder value.
• Employees: No direct impact on employees is indicated by this filing.
• Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this filing.

Next Steps

• Settlement of the deferred restricted stock units will occur on the 90th day following the date the reporting person ceases to be a member of the Board of Directors, or in elected annual installments.
• Settlement of the deferred shares will occur on the first business day of the calendar year immediately following the date the reporting person ceases to be a member of the Board of Directors.

Key Dates

Keywords

Stanley Black & Decker, SWK, SEC Form 4, Insider Transaction, Director Compensation, Restricted Stock Units, Deferred Compensation, Equity Ownership, Dividend Reinvestment