Blog: STANLEY BLACK & DECKER, INC. : Change in Directors or … –

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain


On January 23, 2023, Stanley Black & Decker, Inc. (the “Company”) announced the
appointment by the Board of Directors of Patrick D. Hallinan, 55, as the
Company’s Executive Vice President, Chief Financial Officer, to be effective on
or about April 6, 2023 (the “Effective Date”). On the Effective Date,
Mr. Hallinan will succeed Corbin B. Walburger, the Company’s current Interim
Chief Financial Officer, who shall continue in his role as the Company’s Vice
President of Business Development following the Effective Date.

Mr. Hallinan most recently served as Executive Vice President and Chief
Financial Officer of Fortune Brands Innovations, Inc. (formerly Fortune Brands
Home & Security, Inc.) (NYSE: FBIN) (“Fortune Brands”), a manufacturer of home
and security products, since July 2017. Prior to this position, he served in
various executive roles of different Fortune Brands divisions since 2005. He
also spent over seven years with Booz Allen Hamilton, Inc., a global management
consulting firm, departing as a principal in the firm’s automotive, aerospace
and industrial goods practice. Mr. Hallinan has served on the board of directors
of HNI Corporation (NYSE: HNI), a leading provider of workplace furnishings,
since September 2022. He received a bachelor’s degree in economics from
Northwestern University, and a master’s degree in business administration
specializing in finance and accounting, with honors, from the University of

The selection of Mr. Hallinan to serve as Chief Financial Officer was not
pursuant to any arrangement or understanding with respect to any other person.
There are no family relationships between Mr. Hallinan and any director or
executive officer of the Company, and there are no transactions between
Mr. Hallinan and the Company that would be required to be reported under Item
404(a) of Regulation S-K.

In connection with his appointment as Chief Financial Officer, the Board of
Directors approved the following compensation and benefit arrangements for
Mr. Hallinan:

  •   an annual base salary of $800,000;

     •    a one-time sign-on bonus of $350,000, subject to reimbursement if
          Mr. Hallinan's employment is terminated by him voluntarily or by the
          Company due to violations of Company rules or misconduct within two years
          of the Effective Date;

     •    a one-time restricted stock unit grant to be granted within seven days of
          the Effective Date with an aggregate grant date value of $2,650,000,
          which will vest 1/3 on each anniversary of the grant date;

     •    an annual cash bonus under the Company's Management Incentive
          Compensation Plan or a successor thereto ("MICP"), with a target bonus
          opportunity for the Company's 2023 fiscal year equal to 100% of his base
          salary, and a target amount for subsequent fiscal years as determined by
          the Board (or a committee thereof);

     •    annual grants of equity awards in forms and amounts to be determined
          annually by the Board (or a committee thereof), except that the annual
          equity awards to be granted in each of fiscal years 2023 and 2024 will
          have an aggregate grant date value of $3.65 million and are expected to
          be comprised of a mix of 50% of performance share units, 25% of stock
          options and 25% of restricted stock units, with Mr. Hallinan's initial
          annual equity grants for fiscal year 2023 to be made within seven days of
          the Effective Date under the Company's 2022 Omnibus Award Plan; and

     •    employee benefits and perquisites provided to other senior executives of
          the Company pursuant to the Company's compensation and benefit plans and
          arrangements, which may be amended from time to time.

Mr. Hallinan is expected to enter into the Company’s standard form of Change in
Control agreement with the Company under which he will be eligible to receive
cash severance of 2.5 times the total amount of his base salary plus his average
three-year bonus upon a qualifying termination of employment and a change in
control of the Company.


Item 7.01 Regulation FD Disclosure.

On January 23, 2023, the Company issued a press release announcing the above
changes to its management team. A copy of the press release is being furnished
as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”), and shall not be incorporated or deemed to be incorporated by reference
into any filing by the Company under the Securities Act of 1933 (the “Securities
Act”), or the Exchange Act, except as expressly set forth by specific reference
in such filing.

Cautionary Statements Regarding Forward-Looking Statements

This current report on Form 8-K contains “forward-looking statements” within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. All statements other than statements of historical fact are
“forward-looking statements” for purposes of federal and state securities laws,
including any projections or guidance of earnings and revenue or other financial
items; any statements of the plans, strategies and objectives of management for
future operations; any statements concerning proposed new products, services or
developments; any statements regarding future economic conditions or
performance; any statements of belief; and any statements of assumptions
underlying any of the foregoing. Forward-looking statements may include, among
other, the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,”
“expect,” “anticipate” or any other similar words.

Although the Company believes that the expectations reflected in any of its
forward-looking statements are reasonable, actual results could differ
materially from those projected or assumed in any of its forward-looking
statements. The Company’s future financial condition and results of operations,
as well as any forward-looking statements, are subject to change and to inherent
risks and uncertainties, such as those disclosed or incorporated by reference in
the Company’s filings with the Securities and Exchange Commission, including the
Company’s 2021 Annual Report on Form 10-K and its subsequently filed Quarterly
Report on Form 10-Q, including under the headings “Risk Factors,” “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and in
the Consolidated Financial Statements and the related Notes.

Forward-looking statements in this Form 8-K speak only as of the date hereof.
The Company does not undertake any obligation to update or release any revisions
to any forward-looking statement or to report any events or circumstances after
the date hereof or to reflect the occurrence of unanticipated events, except as
required by law.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits:

  No.        Description

99.1           Press Release dated January 23, 2023, issued by Stanley Black &
             Decker, Inc.

104          Cover Page Interactive Data File (embedded within the Inline XBRL


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