ITEM 1—ELECTION OF DIRECTORS

At the 2022 Annual Meeting, the shareholders will be asked to elect all of the nominees set forth below to the Board of Directors, and each nominee has consented to be named as such in this Proxy Statement. Each director, if elected, has consented to serve until the 2023 Annual Meeting and until the particular director’s successor has been elected and qualified.

The Board of Directors recommends a vote FOR the nominees. If, for any reason, any nominee should not be a candidate for election at the time of the 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.

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Information Concerning Nominees for Election as Directors

		ANDREA J. AYERS, retired President and Chief Executive Officer of Convergys Corporation, has been a director of the Company since December 2014 and will become Chair of the Board effective April 2022 at the Annual Meeting, if validly elected. Ms. Ayers served as President and Chief Executive Officer of Convergys Corporation from November 2012 through October 2018, and a director of Convergys from October 2012 through October 2018. From 2008 to 2012, Ms. Ayers served as President of Convergys Customer Management Group Inc., and from 2010 to 2012, Ms. Ayers also served as Chief Operating Officer of Convergys Customer Management Group Inc. Ms. Ayers is currently a director of Endurance International Group Holdings, Inc. Ms. Ayers is 58 years old and in addition to becoming Chair of the Board effective April 22, 2022, if validly elected she will also serve as Chair of the Executive Committee and is a member of the Compensation and Talent Development Committee and the Finance and Pension Committee. Ms. Ayers had a significant role in the transformation of Convergys from a company with three business lines to a customer management solutions company with approximately 125,000 employees worldwide. She has expertise in multi-channel customer experience, customer management analytics and technology. Ms. Ayers’ experience and expertise provide a valuable resource to the Board and management.
		PATRICK D. CAMPBELL, retired Senior Vice President and Chief Financial Officer of 3M Company, has been a director of the Company since October 2008. Mr. Campbell served as Senior Vice President and Chief Financial Officer of 3M Company from 2002 to 2011. Prior to his tenure with 3M, Mr. Campbell had been Vice President of International and Europe for General Motors Corporation where he served in various finance-related positions during his 25-year career with that company. Mr. Campbell is currently Chairman of the Board of Directors of Newell Brands Inc., Chairman of the Board of Directors of Herc Holdings, Inc. and a director of SPX Flow, Inc.; within the past five years, he has served as a director of SPX Corporation. Mr. Campbell is 69 years old and is Chair of the Audit Committee, as well as a member of the Compensation and Talent Development Committee and the Executive Committee. As the former Senior Vice President and Chief Financial Officer of 3M Company, Mr. Campbell has expert knowledge in finance. Before he joined 3M Company, Mr. Campbell worked at General Motors in various capacities, including the role of Chief Financial Officer and Vice President of General Motors International Operations, based in Switzerland, for five years. This experience gives Mr. Campbell a perspective that he is able to use to help the Board understand the issues management confronts on a daily basis and to serve as a valuable resource for the Board and management.

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		CARLOS M. CARDOSO, Principal, CMPC Advisors LLC, has been a director of the Company since October 2007. Mr. Cardoso joined CMPC Advisors LLC in January 2015. Prior to that, he served as Chairman of Kennametal, Inc. from January 2008 until December 2014 and as President and Chief Executive Officer of Kennametal from January 2006 until December 2014. Mr. Cardoso joined Kennametal in 2003 and served as Vice President, Metalworking Solutions and Services Group and then as Executive Vice President and Chief Operating Officer before he became President and Chief Executive Officer. Prior to his tenure with Kennametal, Mr. Cardoso was President of the Pump Division of Flowserve Corporation from 2001 to 2003. Mr. Cardoso is a director of Hubbell Incorporated. Within the past five years, Mr. Cardoso has served on the board of Garrett Motion Inc. Mr. Cardoso is 64 years old and is Chair of the Corporate Governance Committee and a member of the Finance and Pension Committee and the Executive Committee. As Chairman of the Board, President and Chief Executive Officer of Kennametal, Inc., Mr. Cardoso faced the challenge of managing a complex company on a daily basis. This experience, combined with the skills Mr. Cardoso acquired in his leadership roles at Kennametal, Inc. and Flowserve Corporation, make him a valuable resource for the Board and management.
		ROBERT B. COUTTS, retired Executive Vice President, Electronic Systems of Lockheed Martin Corporation, has been a director of the Company since July 2007. Mr. Coutts served as an Executive Vice President of Lockheed Martin Corporation from 1999 through 2008, first as Executive Vice President, Systems Integration from 1999 to 2003, and then as Executive Vice President, Electronic Systems from 2003 to 2008. While at Lockheed Martin, Mr. Coutts also served as Chairman of Sandia National Laboratories. Prior to his tenure with Lockheed Martin, Mr. Coutts held senior management positions over a 20-year period with the General Electric Company. In addition, he is a director of Hovnanian Enterprises, Inc. Mr. Coutts is 72 years old and is a member of the Compensation and Talent Development Committee and the Corporate Governance Committee. Mr. Coutts’ long experience in senior management of Lockheed Martin and General Electric Company has led him to develop expertise in manufacturing, program management, supply chain management, technology and government contracting that is of value to the Board as the Company continues to improve its global manufacturing operations and sourcing. He also has cyber technology experience through many of the contracts he managed for and with the United States Government, which makes him a valuable resource for the Board and management.

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		DEBRA A. CREW, President, North America and Global Supply, Diageo plc, has been a director of the Company since December 2013. Ms. Crew has served as President, North America and Global Supply, Diageo plc, a global leader in beverage alcohol, since July 2020. From January 2017 to December 2017, she served as President and Chief Executive Officer of Reynolds American Inc. Prior to that, she served as President and Chief Commercial Officer of R.J. Reynolds Tobacco Co. from October 2014 to October 2015 and as President and Chief Operating Officer of the company effective October 2015 to December 2016. Before joining R.J. Reynolds Tobacco, Ms. Crew served as President and General Manager, PepsiCo North America Nutrition from August 2014 to September 2014, as President, PepsiCo Americas Beverages from August 2012 through August 2014 and as President, Western European Region of PepsiCo Europe from April 2010 through August 2012. Prior to her tenure with PepsiCo, Ms. Crew held positions of increasing responsibility at Kraft Foods, Nestlé S.A. and Mars, Inc. from 1997 to 2010. From 1993 to 1997, Ms. Crew served as a captain in the United States Army, in military intelligence. Ms. Crew served as a director of Reynolds American from January 2017 until July 2017, when Reynolds American became an indirect, wholly-owned subsidiary of British American Tobacco p.l.c. Within the past five years, Ms. Crew has served on the boards of Diageo plc, Newell Brands, Inc., and Mondelez International Inc. Ms. Crew is 51 years old and is Chair of the Compensation and Talent Development Committee and a member of the Finance and Pension Committee and the Executive Committee. Ms. Crew brings to the Board an impressive record of success with leading global consumer products companies as well as a broad range of experience in marketing, operations and strategy. Ms. Crew’s global perspective, combined with proven commercial capabilities and exposure to world-class innovation planning processes, make her a valuable resource for the Board and management.
		MICHAEL D. HANKIN, President and Chief Executive Officer, Brown Advisory Incorporated, has been a director of the Company since April 2016. Since 1998, Mr. Hankin has served as Chief Executive Officer of Brown Advisory Incorporated, an independent investment firm that provides investment solutions to individuals, families, nonprofits and institutions globally. From 1993 to 1998, Mr. Hankin served as Executive Vice President and Chief Operating Officer of Alex Brown Investment Advisory & Trust Company, a subsidiary of Alex Brown Incorporated, where he helped create the business that became Brown Advisory. Prior to that, Mr. Hankin was a partner at Piper & Marbury (now DLA Piper) where he specialized in business and tax law. Mr. Hankin is a director of Brown Advisory Incorporated and its affiliated companies, including Brown Advisory Funds. During Mr. Hankin’s tenure as Chief Executive Officer of Brown Advisory Incorporated, the firm has grown from a company with approximately $1.5 billion in client assets to a company with over $130 billion in client assets. The firm is committed to delivering first-class investment performance, thoughtful strategic advice and the highest level of service to and for each client. Using a team-based approach, Brown Advisory relies on a bottom-up, fundamental and sustainable research process to build portfolios and solutions across all asset classes to help clients meet their long-term financial objectives. Mr. Hankin is 64 years old and is Chair of the Finance and Pension Committee, and a member of the Audit Committee and the Executive Committee. Mr. Hankin’s deep understanding of investors’ expectations, concerns and interests—including his expertise around ESG, socially responsible investing (SRI) and impact-related investing, his experience building and running a successful, complex and diverse global investment company, his familiarity with fiduciary, 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.

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		JAMES M. LOREE, Chief Executive Officer of the Company, has been a director of the Company since July 2016. Mr. Loree joined the Company in July 1999 as Vice President, Finance and Chief Financial Officer. He was named Executive Vice President and Chief Financial Officer in September 2002, Executive Vice President and Chief Operating Officer in January 2009, President and Chief Operating Officer in January 2013, and President and Chief Executive Officer of the Company in July 2016. Before he joined the Company, Mr. Loree held positions of increasing responsibility in financial and operating management in industrial businesses, corporate and financial services at General Electric from 1980 to 1999. Mr. Loree served on the board of Harsco Corporation from 2010 to 2016 and as Chair of Harsco’s Audit Committee for three years during that period. Mr. Loree currently serves on the board of Whirlpool Corporation. Mr. Loree is 63 years old and is a member of the Executive Committee. As the Chief Executive Officer of the Company, Mr. Loree provides the Board with knowledge of the daily workings of the Company and also with the essential experience and expertise that can be provided only by a person who is intimately involved in running the Company. Mr. Loree’s service on the Board and as Chief Executive Officer of the Company provides seamless continuity of leadership for the Board and management.
		ADRIAN V. MITCHELL, Executive Vice President and Chief Financial Officer of Macy’s, Inc., has been a director of the Company since February 2022. Mr. Mitchell joined Macy’s, Inc. in November 2020. At Macy’s, Inc. Mr. Mitchell is responsible for leading all finance functions including, accounting, treasury, investor relations, internal audit, real estate, financial/capital planning and analysis, and procurement. From 2017 to 2020, Mr. Mitchell was Managing Director and Partner in the Digital BCG and Consumer Practices of Boston Consulting Group (BCG). From 2016 to 2017, he served as chief executive officer of Arhaus LLC, a home furnishings retailer. Prior to his tenure at Arhaus, Mr. Mitchell held positions of increasing responsibility at Crate and Barrel. He joined Crate and Barrel in 2010 as chief financial officer. In 2011, he took on the additional responsibilities of chief operating officer and from 2014 to 2015, he also concurrently served as interim CEO. He previously held management positions at Target Corporation from 2007 to 2010 including director of strategy and interactive design for target.com and director of innovation and productivity, leading enterprise-wide projects for Target Corporation. Mr. Mitchell began his career and spent approximately 10 years at McKinsey & Company, Inc. where he co-founded the North American Lean Operations Retail Practice. Mr. Mitchell is 48 years old and a member of the Audit Committee and the Corporate Governance Committee. Mr. Mitchell’s expert knowledge in corporate strategy and finance coupled with his operations experience and extensive experience with technology, digital, data and advanced analytics make him a valuable resource for the Board and management.

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		JANE M. PALMIERI, President, Industrial Intermediates & Infrastructure, Dow Inc., has been a director of the Company since February 2021. Ms. Palmieri oversees an industry-leading portfolio of businesses, including Polyurethanes, Chlor-Alkali & Vinyl, Construction Chemicals and Industrial Solutions. In addition, she has executive oversight for Dow business in Asia Pacific. Ms. Palmieri has more than 20 years of experience with Dow. Prior to her current responsibilities, Ms. Palmieri held the role of business president, Dow Building & Construction. She 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. Ms. Palmieri is 53 years old and is a member of the Corporate Governance Committee and the Finance and Pension Committee. Ms. Palmieri brings to the Board a demonstrated record of leading global industrial operating segments as well as a broad range of experience in sales, digital marketing innovation, M&A and operations. In addition, Ms. Palmieri’s background as an engineer and her strengths in product design and engineering with a focus on sustainability and energy efficiency, make her a valuable resource for the Board and management.
		MOJDEH POUL, Executive Vice President, Health Care Business Group, 3M Company, has been a director of the Company since February 2021. Ms. Poul leads 3M’s Health Care Business Group, which serves the global healthcare industry and includes medical solutions, oral care, separation and purification sciences, health information systems, drug delivery systems and food safety. Ms. Poul’s 3M career began in 2011 when she joined the Health Care Business Group as the Global Marketing Leader for the Critical and Chronic Care Solutions Division. In the years following, she held global leadership roles in the Food Safety and Infection Prevention businesses before being named President and General Manager of 3M Canada in 2016, then executive vice president of 3M’s Safety & Graphics Business Group in 2018. Prior to 3M, Ms. Poul held several leadership roles of increasing responsibility with Medtronic and Boston Scientific. She has led teams across different functions, businesses and geographies, including in highly regulated industries and businesses requiring strong market development expertise. Ms. Poul is 59 years old and is a member of the Audit Committee and the Corporate Governance Committee. Ms. Poul’s wide range of experience spanning from product engineering and development, sales and marketing, M&A and corporate strategy to government relations make her a valuable resource for the Board and management.

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IRVING TAN, Executive Vice President, Global Operations, Western Digital Corporation has been a director of the Company since February 2020. Mr. Tan has worked for Western Digital Corporation as the Executive Vice President of Global Operations since March 2022. He worked for Cisco from 2009 to February 2022. He served as Chairman, Asia-Pacific Japan & China from 2020 to February 2022. Prior to that, he was Executive Vice President and Chief of Operations where he was responsible for the development and implementation of Cisco’s operating strategy, targeting growth through productivity improvements and innovation across all core business functions. He also led Cisco’s transformation to an end-to-end digital company. Prior to that role, Mr. Tan held positions of increasing responsibility, including serving as the leader of Cisco Asia-Pacific and Japan (APJ), leader of Cisco ASEAN, leader of Cisco Singapore and Brunei, and senior manager in both Enterprise Sales Operations and Managed Services. Before joining Cisco, Mr. Tan was a principal at A.T. Kearney, a management consultancy firm specializing in mergers and acquisitions and merger integration in IT and communications. He also worked at Hewlett-Packard as business-unit leader for the APJ Communications and Media Solutions Group. Mr. Tan is 52 years old and is a member of the Audit Committee and Corporate Governance Committee. The Company is focused on accelerating its innovation efforts to enhance its track record of delivering top-quartile financial performance. Mr. Tan’s expertise in digitization and innovation is of tremendous value to supporting this strategy. Mr. Tan’s global perspective and deep knowledge of Asian markets and his expertise in operating strategy is a valuable resource to the Board and management.

The following director is not standing for reelection:

GEORGE W. BUCKLEY, retired Chairman, President and Chief Executive Officer of 3M Company, was elected Chairman of the Board effective January 1, 2017, and has been a director of the Company since March 2010. Mr. Buckley also served on the Board of The Black & Decker Corporation from 2006 until 2010. From April 2015 through December 2016, he served as Lead Independent Director of the Board. Mr. Buckley served as Chairman, President and Chief Executive Officer of 3M Company from December 2005 until May 2012. From 1993 to 1997, Mr. Buckley served as the Chief Technology Officer for the Motors, Drives, and Appliance Component Division of Emerson Electric Company. Later, he served as President of its U.S. Electric Motors Division. In 1997, he joined the Brunswick Corporation as a Vice President, became Senior Vice President in 1999, and became Executive Vice President in 2000. Mr. Buckley was elected President and Chief Operating Officer of Brunswick in April 2000 and Chairman and Chief Executive Officer in June 2000. As noted above, he was elected Chairman, President and Chief Executive Officer of 3M Company in December 2005. Mr. Buckley serves as Chairman of Smiths Group plc, and a director of Hitachi Ltd. Within the last five years, Mr. Buckley has served on the board of PepsiCo, Inc. Mr. Buckley is 75 years old and is our Chairman of the Board until the Annual Meeting, when he will be retiring from the Board in accordance with our Corporate Governance Guidelines. He has served as Chair of the Executive Committee and as a member of the Audit Committee and the Compensation and Talent Development Committee.

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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 and professional responsibilities and experiences, the composition of the Board, including diversity, and the challenges and needs of the Company in an effort to ensure that the Board is comprised of a diverse group 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 for this purpose, whose function is 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 or director’s:

Shareholder Nominations and Recommendations of Candidates. Shareholders who wish to recommend individuals to be considered by the Corporate Governance Committee may do so by contacting us through the Corporate Secretary, Stanley Black & Decker, Inc., 1000 Stanley Drive, New Britain, CT 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 Article II, Section 3 of the Company’s Bylaws or comply with the proxy access Bylaw, 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 Article II, Section 6, of the Company’s Bylaws.

Qualifications of Directors and Nominees. The Board is committed to maintaining a diverse 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 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.

The Board is committed to diversity and inclusion at the Board level and throughout the Company, and its leadership. Specifically, the Corporate Governance Committee will take reasonable steps to include diverse candidates with respect to gender, ethnicity, race, nationality, age, skills and experience in the context of the needs of the Board in the pool of potential candidates under consideration.

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The Corporate Governance Committee and the Board carefully considered the qualifications, skills and experience of each nominee when concluding that this year’s nominees should serve on the Board. The chart below highlights certain of the diverse sets of skills, knowledge, background and experience that are represented on our Board:

Stanley Black & Decker, Inc.

Board of Directors Experience Matrix

Skills and Experience
Active Executive experience provides current insight into the best practices and challenges of leading a complex organization.					X	X	X	X	X	X	X
CEO experience provides insight into leading a complex organization like ours with transparency and integrity	X		X		X	X	X	X
Public Company/Corporate Governance furthers our goals of transparency, protection of shareholder interests and implementation of best practices in corporate governance.	X	X	X	X	X	X	X	X	X	X	X
ESG/Corporate Social Responsibility experience is important in managing risk and furthering long-term value creation for shareholders by operating in a sustainable and responsible manner.	X	X				X	X		X	X	X
Digital experience is relevant to understanding and evaluating the Company’s efforts in areas such as eCommerce and data and analytics.	X			X			X	X	X	X	X
Finance/Capital Allocation experience enables effective monitoring of the Company’s financial reporting and control environment; assessment of its financial performance; oversight of mergers and acquisitions: and ensuring appropriate shareholder return.	X	X	X	X		X	X	X		X	X
Legal/Regulatory/Government Affairs experience enhances understanding of legal matters and public policy issues					X	X				X	X
Human Capital experience is relevant to effective review of our efforts to recruit, retain and develop top talent	X	X	X	X	X	X	X	X	X	X	X
Product Development experience provides insight into ideation, research and development, and commercialization of products and services.		X	X	X	X		X	X	X	X
Manufacturing/Logistics/Supply Chain experience enhances the Board’s ability to oversee cost-effective, technology-driven manufacturing and logistics processes.		X	X	X	X		X	X	X	X
Global Operations experience facilitates assessment of the Company’s complex, international operations.	X	X	X	X	X	X	X	X	X	X	X
M&A and Corporate Strategy experience provides insight into assessing M&A opportunities for a strategic fit. strong value creation potential and clear execution capacity.	X	X	X	X	X	X	X	X	X	X	X
Risk Management experience is important to the identification and mitigation of significant risks	X	X	X	X	X	X	X	X	X	X
Innovation/Technology/Cybersecurity 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.	X	X	X	X	X	X	X	X		X	X
Sales/Marketing/Brand Management experience provides insights into the sales and marketing process and increasing the perceived value of our brands in the marketplace.		X	X		X		X	X	X	X	X

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Director Tenure and Age and Board Refreshment. The tenure of our Board members ranges from 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 Board members reflect a wide age range, providing a range of experience and expertise. See more information below:

	BOARD REFRESHMENT AND TENURE FOR DIRECTOR NOMINEES
	AVERAGE TENURE OF 7 YEARS			BOARD AGE DIVERSITY	Average age of 59 years
	4	New non-management directors in the last 3 years

Overboarding. Our Corporate Governance Guidelines provide that directors should not serve on more than four other public company boards and a director that is a named executive officer at another public company should not serve on any other public company board except that public company. The Corporate Governance Committee annually reviews and evaluates director time commitments, outside board service and leadership roles on other boards, including when making Board leadership role recommendations. The Corporate Governance Committee affirms that all directors are in compliance with the limitations on outside board service at this time.

Corporate Governance

Board Leadership Structure. George W. Buckley, who served as independent Chair of the Board since 2017, when the Board eliminated the position of Lead Independent Director, will be retiring from our Board effective as of the Annual Meeting. The Board elected Andrea J. Ayers, a current director, to begin serving as independent Chair of the Board upon Mr. Buckley’s retirement, if validly elected. Under the terms of the Company’s Bylaws and Corporate Governance Guidelines, the Chair presides at all meetings of the Board and, jointly with the Chief Executive Officer, establishes a schedule of agenda subjects to be discussed during the year at the beginning of each year and the agenda for each Board meeting. If the Chair is not present, the directors present will designate a person to preside.

The Board believes this is currently the best leadership structure for the Company because it gives our Board a strong leadership and corporate governance structure with well-defined governance duties that best serves the needs of the Company and its shareholders.

Stock Ownership Policy for Non-Employee Directors and Executive Officers. The Company’s Bylaws require directors to be shareholders. The Board maintains a policy, Stock Ownership Guidelines for Non-Employee Directors, a copy of which can be found on the “Governance Documents” section of the Company’s website at www.stanleyblackanddecker.com (which appears under the “Investors” heading and the “Governance” subheading). The information on the Company’s website, including as may be referenced in this Proxy Statement, is not, and is not intended to be, part of this Proxy Statement and is not incorporated into this Proxy Statement by reference. Pursuant to that policy, non-employee directors are required to acquire shares having a value equal to 500% of the annual cash retainer within five years of becoming a director and are expected to maintain such ownership level during their tenure in accordance with the policy. Directors generally elect to defer their fees in the form of Company common stock until they have met this requirement and may opt to continue to defer their fees even after they have acquired the minimum share value. For more information about the stock ownership policy for executive officers, please see the “Executive Officer Stock Ownership Policy” section of this Proxy Statement beginning on page 46.

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Meetings. The Board of Directors met 9 times during 2021. The Board’s standing committees met the number of times shown below:

The members of the Board serve on the committees as described in their biographical material on pages 2–7 (see also the summary chart on page ix). In 2021, no incumbent director then serving on the Board attended fewer than 88% of the aggregate of the total number of Board of Director meetings and committees on which the incumbent director served. Although the Company has no formal policy regarding attendance by members of the Board of Directors at the Company’s Annual Meetings, all of the members then serving attended the 2021 Annual Meeting.

Director Independence. The Board of Directors has adopted Director Independence Guidelines which are available free of charge on the “Governance Documents” section of the Company’s website (which appears under the “Investors” heading and the “Governance” subheading) at www.stanleyblackanddecker.com. The Board of Directors has made the determination that all Director nominees standing for election, except Mr. Loree, are independent according to the Director Independence Standards, the applicable rules and regulations of the Securities and Exchange Commission, and the New York Stock Exchange listing standards. It is the policy of the Board of Directors that every member of the Audit, Corporate Governance, Compensation and Talent Development and Finance and Pension Committees should be an independent director. The charters of each of these committees and the Board of Directors Corporate Governance Guidelines are available free of charge on the “Governance Documents” section of the Company’s website at www.stanleyblackanddecker.com (which appears under the “Investors” heading and the “Governance” subheading) or upon written request to Stanley Black & Decker, Inc., 1000 Stanley Drive, New Britain, Connecticut 06053, Attention: Investor Relations. Changes to any committee charter, the Director Independence Standards or the Corporate Governance Guidelines will be reflected on the Company’s website.

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Our Board administers its strategic planning and risk oversight function as a whole and through its Board committees. The following describes the role of our Board committees:

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Executive Sessions of the Board. Pursuant to the Corporate Governance Guidelines, the non-management directors meet in executive session at each Board meeting. The Chair presides over these meetings.

Communicating with the Board. Shareholders or others wishing to communicate with the Chair, the Board generally, or any specific member of the Board of Directors may do so by mail addressed to Stanley Black & Decker, Inc., c/o Corporate Secretary, 1000 Stanley Drive, New Britain, Connecticut 06053.

Code of Business Ethics. The Company has adopted a Code of Business Ethics applicable to all of its directors, officers and employees worldwide and a Supplemental Code of Ethics for the Chief Executive Officer and senior financial officers. Copies of these documents are available free of charge on the “Governance Documents” section of the Company’s website at www.stanleyblackanddecker.com (which appears under the “Investors” heading and the “Governance” subheading). Copies are also available upon written request addressed to Stanley Black & Decker, Inc., 1000 Stanley Drive, New Britain, Connecticut 06053, Attention: Investor Relations.

Talent Development and Succession Planning. Pursuant to its charter, the Compensation Committee provides strategic oversight of talent strategy and direction to ensure the Company seeks, develops and retains the right talent for the Company’s needs. The Compensation Committee works with senior management on developing and cultivating succession planning. In addition, the full Board is responsible for succession planning, including nominating and evaluating senior management successors. The CEO is also involved in the succession planning process, including through making recommendations and reviewing development plans of individuals.

Board and Committee Self-Evaluation. To ensure each of our Board members are contributing to a highly-engaged and inclusive Board of Directors, annually, each Committee and the Board undertake a rigorous self-evaluation process. This process uses various methodologies that include written questionnaires and interviews, as appropriate. Topics addressed in the self-evaluation process include strategic oversight, board structure and operation, performance of all committees on which the director served during the fiscal year, performance of the Board as a whole, areas for improvement, interactions with and accessibility of management, time allocation, and quality of materials. Directors also provide us with input on key focus areas for the Board in the upcoming fiscal year. The Corporate Governance Committee reviews the feedback received and annually provides the Board and its Committees with an assessment of their performance. Based on the feedback received in the evaluation process, the Board and each of the Committees develop areas of focus which they believe would benefit from additional attention and potential changes. In addition, the Board continually considers feedback from evaluations as part of the Board refreshment process.

Retirement Policy. Under the terms of the Company’s Corporate Governance Guidelines, unless otherwise authorized by the Board, the retirement of a director should ordinarily occur at the end of the term in which he or she becomes 75 years old.

Service on Other Public Company Boards. Under the terms of the Company’s Corporate Governance Guidelines, directors should advise the Chair of the Board and the Chairperson of the Corporate Governance Committee in advance of accepting an invitation to serve on another public company board. Unless approved by the Board, a director should not serve on more than four other public company boards. If the director is a named executive officer at another public company, the director should not serve on any other public company boards except that other public company and the Company. The Chief Executive Officer should not serve on more than one other board of a public company in addition to the Corporation’s Board. All of the Company’s directors are currently in compliance with this policy.

Director Continuing Education. Pursuant to the Corporate Governance Guidelines, the Company regularly provides directors with continuing education on a variety of topics by outside speakers and management. In 2021, subjects covered with Board members included, among other topics, corporate governance, cybersecurity, and ESG. In addition, the Company provides all directors with a subscription to Agenda, a weekly corporate publication that focuses on governance issues of interest to directors of public companies. The Corporate Governance Committee encourages directors to periodically attend outside workshops and seminars regarding corporate governance and other topics.

Risk Oversight

As required by our Corporate Governance Guidelines, during the orientation process for new directors, each director receives a presentation from the Company’s senior management that describes the Company’s risk management policies and procedures. Our Audit Committee routinely discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including cybersecurity risk (and receives regular updates regarding cybersecurity risks), the Company’s risk assessment and compliance policies. The Audit Committee regularly reviews compliance and disclosure control procedures, including related to cybersecurity policies, procedures and disclosure. Our Finance and Pension Committee reviews our enterprise risk management process. Our Compensation Committee oversees the operation of the Company’s compensation programs to ensure that the compensation programs do not encourage unnecessary or excessive risk-taking. In

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addition, the full Board reviews the Company’s risk management program and its efforts to mitigate risks to the Company from extraordinary liabilities or losses on at least an annual basis. The Board is committed to having individuals experienced in risk management on the Audit Committee and the Finance and Pension Committee, as well as on the full Board.

ESG Risk Oversight. Our responsibility and business strategies are interdependent. Both support our progress on ESG and are an area of significant Board focus. For example, the Corporate Governance Committee oversees the Company’s policies, objectives and practices regarding the Company’s ESG strategy, reporting and public communications, and the full Board reviews the incorporation of ESG goals and metrics into our long-term corporate strategy. The full Board also regularly reviews our human capital management strategy, focusing on areas such as culture, diversity, equity and inclusion, and talent acquisition, retention and development. The Board’s oversight of ESG risks is discussed in more detail in the section “Environmental, Social and Governance (ESG) Commitments.”

Related Person Transactions

Pursuant to the Company’s Code of Business Ethics, employees, officers and directors are required to bring any potential conflict of interest to the attention of the General Counsel. The Board has also approved a written Related Party Transactions Policy under which any proposed related party transaction involving directors, officers, nominees for directors or a 5% shareholder of the Company, or an otherwise “related person” as that term is defined in Item 404(a) of Regulation S-K (“Related Person”), shall be brought to the attention of the Company and reviewed by the General Counsel. The General Counsel obtains the facts to determine whether a conflict or potential conflict exists and determines whether the transaction or relationship constitutes a Related Party Transaction or should otherwise be reviewed by the Audit Committee. The Audit Committee is responsible for the review, approval or ratification of Related Party Transactions and may, in its discretion, approve, ratify or take other action with respect to a transaction.

The Company maintains a business relationship with Replacement Parts, Inc. (“RPI”), which purchased approximately $165,000 in products and services from one of the Company’s subsidiaries in 2021. In April 2018, Mr. Robert Raff, Head of Outdoor Integration, became an executive officer of the Company. In November 2018, jointly with his siblings, Mr. Raff inherited interests in a trust holding equity of RPI. These interests, together with Mr. Raff’s direct ownership in RPI, constitute an ownership interest of approximately 5.9% of the equity of RPI. Mr. Raff is also an independent director of RPI.

The Company’s relationship with RPI began in the ordinary course of business prior to Mr. Raff’s becoming an executive officer of the Company and is, and will continue to be, conducted on arm’s-length terms and conditions.

Environmental, Social and Governance (ESG) Commitments

At Stanley Black & Decker, ESG is rooted in our purpose, For Those Who Make the World,™ and manifests itself in our commitment to stakeholder capitalism. We believe that if we help people and the planet flourish, so too will our business. This is why we have demonstrated a long-standing commitment to sustainable operations and purpose-driven innovation, while also empowering makers and innovators to create a more sustainable and equitable world beyond our walls. In so doing, we believe our ESG strategies both generate societal value as well as profitable growth–growth with purpose. This philosophy has guided us throughout the COVID-19 pandemic as we operate with a focus on the health of our employees, ensuring business continuity in partnership with our customers, and doing our part to help mitigate the spread of the virus.

With the integration of ESG into our business being an area of significant Board focus, we seek to: 1) advance a bold sustainability, products with purpose, and social impact strategy that addresses climate change and our Company’s role in society; 2) implement a strong human capital management strategy with an emphasis on creating a diverse, equitable and inclusive Company culture; and 3) foster an environment of strong governance that includes a commitment to maintain a diverse and inclusive Board.

We formalized the foundation of our ESG strategy in 2018 with a set of 2030 objectives that are purposefully aligned with the UN Sustainable Development Goals (SDGs) and intrinsically tie to our purpose:

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2030 ESG Strategy

Inspiring Makers & Innovators To Create A More Sustainable World

Social

Environment

	Enable 10 Million Creators And Makers To Thrive In A Changing World		Innovate Our Products To Enhance The Lives Of 500 Million People And Improve Environmental Impacts		Positively Impact The Environment Through Our Operations

Our aspirations for progress across many dimensions of ESG are tied to specific, time-bound goals, such as science-based targets for carbon reduction. We remain focused on our 2030 goals for climate, water, waste, sustainable products, our people and our supply chain. You can find more details about our goals and recent accomplishments in our upcoming 2021 ESG Report, which will be made available on the Stanley Black & Decker website.

ENVIRONMENT

We continue to drive carbon dioxide equivalent (CO₂e) reduction across our operations through targeted, sustainable investments. As part of our 2030 goals, we are endeavoring to help create a more sustainable world by going beyond carbon neutral for the Company’s Scope 1 and 2 emissions, eliminating landfilling at our manufacturing and distribution centers, and addressing our water impacts. We are also improving our product impacts through circular design and reducing supply chain emissions to support reductions in Scope 3 CO₂e emissions aligned to the Company’s Science-Based Target Initiative-approved target. Our holistic approach considers all lifecycle stages of our products, including material procurement from supply chain partners, product design, manufacturing, distribution and transportation, product use, product service and end-of-life.

In 2021, numerous energy efficiency projects were centrally funded resulting in significant annualized CO₂e savings. Along with purchasing energy attribute certificates, we also signed a virtual power purchase agreement to develop new wind power in Texas. These actions keep us working towards our 2030 science-based target of becoming carbon neutral across our operations.

After achieving our ECOSMART™ five-year goals in 2020 to reduce our energy consumption, carbon emissions, waste generation and water consumption by 20% against our 2015 baseline, we quickly set and launched new interim 2023 targets. Those goals are: 60% of operations to achieve zero-waste-to-landfill status; maintaining an 8% year-over-year absolute Scope 1 and 2 carbon reduction against our 2015 baseline; reaching 90% recycled waste across our operations; and reducing our operational water and energy intensity by 5% against a 2020 baseline. We believe these interim goals will enable us to meet our targets by or before 2030, and we plan to continue to report our progress as we accelerate our strategy.

In addition to operationally focused projects, we also launched new products that deliver an improvement in environmental impact. The LENOX 360™ System provides access to key insights, measurements, and the control of valuable sawing operations data and is designed to improve decision-making and maximize efficiency by capturing data in real time. The data generated will allow for better utilization of equipment, reducing the need for more saws and the accompanying additional building space. It will also allow for better optimization of blade life, as well as reducing scrap from materials that are improperly cut due to dull blades and blade breakage in the material, and will allow for better energy use planning.

SOCIAL

At Stanley Black & Decker, we see fostering an internal culture of inclusion, innovation and well-being as a foundational element of our ESG strategy, making us capable of transforming lives both for our people and in the world around us, reflecting our purpose, For Those Who Make the World.™ In 2021, we focused on our workforce development efforts, purpose-driven innovation and COVID-19 response, as well as our progress on Diversity, Equity & Inclusion, on which more detail can be found in the Human Capital Management section of this Proxy Statement.

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Workforce Development: Empowering Makers

We are working to empower 10 million makers and creators by 2030 to adapt to a changing world and workforce through STEAM education, vocational and trade skills, Makerspaces and promoting employee career mobility. In 2021, progress towards that goal included the empowerment of several hundred thousand makers throughout the year as a result of internal and external programming around upskilling and retraining. This programming occurred within the Company by giving employees access to learning platforms as well as externally through collaborations with organizations such as Discovery Education.

Innovation with Purpose

In line with our goal to deliver purpose-inspired innovation, we aim to contribute to the advancement of sustainability in the power tools industry with a new product line, BLACK+DECKER reviva, developed in partnership with Eastman (NYSE: EMN). This is the Company’s first sustainability-led power tool offering. Additionally, our Stanley Engineered Fastening business worked closely with a leading diagnostics device manufacturer to launch an innovative medical cartridge technology to enable diagnostic COVID-19 testing in rural areas. Launched in India in 2020, the product was further deployed in over a dozen countries on three continents in 2021.

COVID-19 Response

From the onset of the COVID-19 pandemic, one of our top priorities has been keeping our employees healthy and safe, and we have cared for their families and contributed to community relief efforts in myriad ways. In 2020, we hired our first Chief Medical Officer, with a mission that includes optimizing the well-being of our employees as we build out our health and wellness infrastructure, because we believe a healthy workforce is how the Company thrives. In 2021, with Executive Safety Committee support, we created a global Vaccine Task Force, which focused on vaccine education and access in particularly challenged geographies. As the pandemic surged, we also focused our response to help employees’ extended families. We distributed pandemic preparedness kits to our employees, including personal protective equipment (PPE) for their families, disinfectant cleaner and reminders of the protective safety measures to keep in practice. Also during 2021, we expanded our Employee Assistance Program globally. Our Wellness Toolkit, Healthy for Life program and other initiatives further help employees take care of their physical, financial, mental and social well-being.

ESG-RELATED GOVERNANCE

ESG is well integrated into Stanley Black & Decker’s operations and management, across all functions and businesses, at every level from the C-suite to the factory floor.

The Corporate Governance Committee of the Board oversees the Company’s policies, objectives and practices regarding environmental, social and governance strategy, and regularly reviews progress in quarterly Board meetings. The full Board reviews our long-term ESG strategies and goals as a component of the annual strategic plan review process.

The full Board also regularly reviews our human capital management strategy, focusing on areas such as culture; diversity, equity and inclusion; and talent acquisition, retention and development. Directors engage in employee listening sessions, particularly with our employee resource groups. We have organized additional management governing bodies to guide, review, implement and track our progress against our ESG objectives.

ESG Steering Committees

In 2021, we formed an ESG Executive Steering Committee led by the CEO, which meets biannually to provide overarching strategic support and internal governance on matters related to ESG. Additionally, the business units participate quarterly in an ESG Business Steering Committee that provides a forum for ESG strategy alignment and feedback, review of progress and collaboration on opportunities.

ESG External Advisory Board

We formed an external ESG advisory board to inform our sustainability and social impact strategies and performance, offer key perspectives on emerging issues and to make recommendations for how our strategy can remain current and relevant in relation to evolving circumstances and stakeholder expectations. The ESG Advisory Board meets quarterly.

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RATINGS & RECOGNITION

Last year, the Company continued to accrue reputational gains for industry leadership in ESG. The Company has been recognized for its sustainability progress through its inclusion in the Dow Jones Sustainability North America Index for eleven consecutive years and, in 2021, for the fourth time, was included in the Dow Jones World Index. The Company has been designated as a global leader by CDP, an environmental impact nonprofit, for nine consecutive years in the leadership Index for Climate, and six consecutive years in the leadership Index for Water. For the past four consecutive years, we have also been named to the CDP “A list” for both climate and water.

The Company was named to Fortune’s World’s Most Admired Companies and won an Environment+Energy Leader Award for excellence and innovation in products that provide environmental benefits. For the second time, the Company was recognized by Fast Company on its list of The 100 Best Workplaces for Innovators, was recognized by Forbes as one of America’s Best Employers for Women, and was named to 3BL Media’s list of 100 Best Corporate Citizens. The Company also earned a top score from Corporate Equality Index as a Best Place to Work for LGBTQ Equality.

REPORTING

The Company has provided disclosures that align with standardized sustainability reporting provided by the Global Reporting Initiative (GRI) principles. These disclosures were prepared to support the Company’s transparency and disclosure efforts within its 2030 ESG Strategy and have also been mapped to the Sustainability Accounting Standards Board (SASB) standards for our industry. As a member of the United Nations Global Compact (UNGC) we disclose through our UNGC Index our commitment and actions to advance the Sustainable Development Goals (SDGs) within relevant content in our reports, documents and policies that govern our Company. Stanley Black and Decker annually engages a certified third party to provide assurance of certain ESG data, performance information and claims made within our transparency reports. An assurance statement is provided after the certification process.

As explained in the reports, our goals make a number of assumptions and there are no assurances that those assumptions will be correct.

To learn more about our ESG strategy and sustainability efforts, please visit our website and view our annual ESG reports at www.stanleyblackanddecker.com.

The information on the Company’s website and in the reports are not, and are not intended to be, part of, or incorporated by reference in, this Proxy Statement.

Human Capital Management

At Stanley Black & Decker, human capital management proliferates what the Company considers to be its Purpose (why the organization exists), Values (intrinsically important priorities), Leadership Principles (how the senior leadership thinks about problems and people), and Operating Model (the long-term plan of action and priorities). The Company is aware that the world in which it operates necessitates acceleration of how it prioritizes human capital and the enhanced focus on empathic leadership, health and well-being and the growing needs of a globally diverse workforce.

The Company believes its strategic focus on its people, culture and employer brand differentiates it in this dynamic, competitive landscape. Tenets of its strategic focus include employee experience powered by the intersection of people and technology, hybrid working models, understanding how to maximize talent by leveraging people analytics, and driving leadership behaviors such as agility, inclusion, flexibility, among others in its management teams. The Company continues to focus and invest in talent and people experiences, which it believes is critical to its continued success as a 179-year-old organization.

As of January 1, 2022, the Company had approximately 71,300 employees, inclusive of recently acquired businesses and approximately 8,000 employees included in the aforementioned pending sale of the Security business, in over 60 countries. Approximately 37% of total employees were employed in the U.S. In addition, the Company had approximately 10,400 temporary contractors globally, primarily in operations. The workforce is comprised of approximately 69% hourly-paid employees, principally in manufacturing, distribution centers and security monitoring operations, and 31% salaried employees. There were approximately 1,500 U.S. employees covered by collective bargaining agreements dispersed among 28 different local labor unions, and a majority of European employees are represented by Works Councils. Six U.S. collective bargaining agreements are scheduled for renegotiation in the next 12 months. The Company strives to maintain a positive relationship with all its employees, as well as the unions and works councils representing them, where applicable.

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Talent Attraction, Advancement and Retention

Attraction

In 2021, the Company invested in its employer of choice branding and specialty recruiting. Examples of branding investments include launching a program for new hires to notify their social media networks upon joining the Company, new app-based technology that allows colleagues to share curated news about the Company externally, and a refresh of the Company’s public website. Examples of recruiting investments include dedicated resources to source diverse talent, a new recruiting client resource management platform, and organizing internal recruiting teams to better focus on highly technical roles with skills shortages such as data scientists, software engineers, and battery engineers.

The Company also has an emphasis on university recruiting at historically black colleges and universities and professional associations such as the Society of Hispanic Professional Engineers to expand its reach to identify diverse candidates. Approximately 37% of global new hires in 2021 were female, inclusive of recently acquired businesses, versus 35% in 2020, and in the U.S. approximately 45% of new employees were racially or ethnically diverse, inclusive of recently acquired businesses, versus 47% in 2020.

Development

Talent development is a key enabler of the SBD Operating Model where people and technology sit at the center. Performance feedback is designed to happen in real time throughout the year. Lifelong learning is supported internally through the Stanley Black & Decker University and externally with third-party partners. The Company offers over 30,000 training courses to its colleagues, and employees attended more than 25,000 hours of online voluntary learning in 2021. Additionally, the Company focuses on leadership development anchored around its Leader Principles, Values and newly introduced leader habits and behaviors that highlight the importance of attributes such as empathy, inclusivity and listening. The Company invested in AI-based video technology to help its operations employees learn outside of the classroom and to increase uptake. In 2021, the Company invested in development and talent initiatives for its operations workforce through a dedicated operations-focused Workforce Readiness organization. With a focus on critical skills, upskilling initiatives, and future career opportunities across its operations workforce, the Company is educating and developing the workforce together with advancements in manufacturing capabilities.

Retention

The Company monitors organizational health through a variety of channels including employee opinion surveys, townhalls, roundtables, listening sessions, and an internal communications and social collaboration platform called Workplace. The Company’s People Analytics team has built an interactive cloud-based organizational portal that provides leaders with over 30 metrics related to headcount, hiring, and retention to enhance insight from people data and add new dimensions of forward looking, predictive capability.

Compensation

Compensation and benefits are globally managed and tailored by country to maintain market competitiveness, and effectively attract, retain, and reward employees. The Company’s portfolio of programs is designed in the context of its compensation philosophy underpinned by the tenets of competitive pay, pay for performance, alignment with shareholder interests, and the Company’s intent to provide fair and equitable pay supporting an inclusive culture. In addition to standard compensation and benefits packages, a sizable portion of managers and select individual contributors receive annual incentives contingent on achievement of business objectives, and all employees are generally eligible for special recognition awards.

Diversity, Equity & Inclusion

The Company is committed to building and nurturing an inclusive culture of passion and belonging where employees feel valued, heard, and are positioned to succeed. As of February 16, 2022, the Board is comprised of 36% female and 18% racially or ethnically diverse directors. As of January 1, 2022, the CEO and his direct staff are comprised of 36% female leaders versus 27% in 2020, and 36% racially or ethnically diverse leaders versus 20% in 2020. Females represent approximately 33% of the global workforce versus 31% in 2020. In the U.S., approximately 34% of employees are racially or ethnically diverse versus 33% in 2020. A copy of the Company’s most recently filed Equal Employment Opportunity report to the U.S. government (EEO-1) can be found on the Company’s website.

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In early 2021, the Chief Diversity Officer (“CDO”) position was created and added to the CEO’s direct reports. The CDO, with the support of a dedicated team of diversity, equity, and inclusion (“DEI”) professionals, intends to promote a broad approach to DEI with the goal of accelerating Company performance, optimizing organizational culture, enhancing transparency, and strengthening accountability. The Company continues to execute initiatives across the global workforce designed to foster an inclusive workplace and facilitate equitable career development opportunities. The Company provides training and guidance to employees regarding diversity, including inclusive workforce training and DEI training for new hires. An internal knowledge library of DEI resources is available on the Company intranet. Management monitors hiring, retention, promotion and continued progress toward achieving the Company’s diversity goals. DEI quarterly reviews are completed by management with the goal of increasing diverse representation at all levels of the organization by: 1) creating consistent visibility to employee demographic data and trends, 2) highlighting female and racially diverse talent, and 3) increasing leadership accountability for creating a diverse and inclusive workplace. Mentorship programs have been created to grow the next generation of talent at the Company by pairing leadership, women, people of color, and early career talent employee resource groups (“ERGs”) with the Company’s leaders to encourage leadership development and mentor allyship. The Company also prioritizes investing in its communities by supporting individuals and organizations that advance DEI goals across cities and regions in which the Company operates.

The Company has nine ERGs with more than 90 local chapters across the globe, and two regional Inclusion Councils newly formed in 2021. Over 12,000 employees are engaged with the Company’s ERGs and Inclusion Councils. These ERGs are formed around various dimensions of diversity and participation across groups is encouraged. The ERGs include Abilities (including cognitive, social-emotional, and physical abilities), African Ancestry, Asian Heritage, Hispanic/ Latino, Developing Professionals, Pride & Allies (LGBTQ+), Veterans, Women, and Working Parents. Company executives and leaders actively participate, sponsor and engage with the ERGs. The CEO and more than 75% of his direct staff also serve as executive sponsors for one or more ERGs providing executive sponsorship and support, which serve as one of the cornerstones for inclusion and engagement of talent at scale.

The Company launched a racial equity roadmap in 2020 with ten actions to confront racism and social injustice throughout its communities and across the world, which includes specific goals across culture, career, and community focus areas. All ten items were initiated in 2021. Through the RISE (Reach. Inspire. Support. Engage.) Community Program the Company provides Scholar students access to expanded experiential learning beyond their classrooms. The Company’s mission is to help its RISE Scholars discover their passions, expose them to business, technology, potential STEM career opportunities, and help to develop them as leaders.

The Company is a signatory of Paradigm for Parity committing to addressing the gender gap in corporate leadership. The Company also participates in the Business Roundtable Diversity & Inclusion Index, where many of the largest U.S.-based employers are committed to building a more inclusive environment. The Company’s CEO was among the signatories of the CEO Action for Diversity & Inclusion.

Employee Wellness, Health and Safety

The Company is committed to providing competitive benefits to attract and retain talent, that vary by country, including benefits and programs to support the broad wellness of its employees’ healthy lifestyles, mental health, and retirement readiness. The Company also supports its employees and promotes work/life balance through benefits such as paid parental leave, paid time off, flexible work arrangement and virtual/hybrid working model policies.

In 2021, the Company’s continued commitment to ensuring the health and safety of its employees and supply chain partners was demonstrated through its agile and adaptive response to the ongoing COVID-19 pandemic. Under the guidance of the Chief Medical Officer, the Company was able to sustain business operations by implementing safety measures and wellness policies, oversight, and systems, including expansion of the Employee Assistance Program to be available globally. The Company maintained virtual working for its office employees around the globe where feasible, while providing the necessary technical and collaboration support to enable its employees to succeed in a virtual working environment. The Company believes its adopted hybrid work model is likely to outlast the pandemic and will be a key enabler to support the broad needs of its employee whether they perform work on-site to fully virtual. Additional information regarding the Company’s response to COVID-19 is available under the caption “COVID-19 Pandemic” in Item 7 of the Company’s Annual Report on Form 10-K that accompanies this proxy statement.

The Company’s Environmental, Health and Safety (EHS) Management System Plan describes the core elements of health and safety responsibility and accountability, including policies and procedures, designed in alignment with global standards, the Company’s Code of Business Ethics, applicable law and individual facility needs. Health and safety requirements apply to all employees and operating unit locations worldwide, including all manufacturing facilities,

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distribution centers, warehouses, field service centers, retail, office locations and mobile units, as well as to the Company’s subsidiaries and joint ventures (in which the Company exercises decision making control over operations). Legal requirements may vary in different countries in which the Company’s facilities are located. Primary measures of safety performance include Total Recordable Incident Rate (“TRIR”) and the Lost Time Incident Rate (“LTIR”) based upon the number of incidents per 100 employees (or per 200,000 work hours). Through December 2021, the Company reported a TRIR of 0.65, a LTIR of 0.22 and zero work-related fatalities. Reported total workforce numbers include employees and supervised contractors.

Governance and Oversight

The CEO and the management Executive Committee are entrusted with developing and advancing the Company’s human capital strategy which is reviewed annually with periodic updates on progress with the Board. The Chief Human Resources Officer (“CHRO”), who reports directly to the CEO, is charged with the development and stewardship of this strategy on an enterprise-wide basis. This incorporates a broad range of dimensions, including culture, values, labor and employee relations, leadership expectations and capabilities, talent development, performance management and total rewards. Each year, the Company conducts an extensive talent review with its CEO where the leadership team, key talent, succession plans and new investments are reviewed. Afterwards, the CEO, CHRO, and Chief Talent Officers lead a talent review with the Compensation & Talent Development Committee of the Board and the entire membership of the Board, at least annually. In 2021, the CHRO presented a 3-year strategic plan to the Executive Committee and the Board on human capital and talent strategies.

Code of Business Ethics, Workplace Harassment Prevention, and Managing Unconscious Bias training, among others, are provided to employees and the content is regularly reviewed and updated. All employees have access to the INTEGRITY@SBD platform where support, guidance and resources are available. Employees are encouraged to raise any concerns through multiple channels, including through the confidential Integrity Helpline, without fear of retaliation or retribution.

Additional information regarding the Company’s Human Capital programs and initiatives is available in the Company’s Annual Sustainability Report and in the Company’s Environmental, Social and Governance Report located under the Social Responsibility section of the Company’s website.