Board reshuffle at Stanley Black & Decker (NYSE: SWK) sets up new non-executive chair

Rhea-AI Filing Summary

Stanley Black & Decker announced several board and leadership changes. Director Andrea Ayers plans to retire from the board and will not stand for re-election at the 2026 annual meeting, though she will continue serving until that meeting. The company stated that her decision did not involve any disagreements over its operations, policies or practices.

On the same date, the board elected Shane O’Kelly as a director, and he will serve on the Compensation and Talent Development Committee and the Corporate Governance Committee under the existing non-employee director compensation program. The board also elected Debra Crew as Lead Independent Director, effective immediately, and determined that she will become non-executive Chair of the Board upon the planned retirement of Donald Allan, Jr. on October 1, 2026, subject to her continued board service. These changes align with the company’s previously disclosed intention to return to a non-executive chair structure.

Insights

Corporate governance analyst

Planned board succession and leadership changes appear orderly and aligned with prior intentions.

The company outlines a structured transition in its board and leadership roles. Andrea Ayers will retire from the board at the 2026 annual meeting, and the company explicitly notes that her departure does not stem from disagreements about operations, policies, or practices, which reduces the likelihood of hidden governance disputes based on this disclosure.

Shane O’Kelly’s election to the board, with committee assignments on Compensation and Talent Development and Corporate Governance, shows those key oversight bodies will maintain membership continuity despite Ayers’ departure. His compensation will follow the standard non-employee director program described in the company’s proxy, suggesting no special arrangements.

Debra Crew’s immediate appointment as Lead Independent Director and her planned move to non-executive Chair upon Donald Allan Jr.’s retirement on October 1, 2026 fit the previously disclosed plan to return to a non-executive chair structure. This points to a deliberate succession process rather than an abrupt leadership change, though the real impact will depend on how the board and management work together after Allan’s retirement.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 23, 2026

Stanley Black & Decker, Inc.

(Exact Name of Registrant as Specified in its Charter)

Connecticut		001-05224		06-0548860
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
1000 Stanley Drive, New Britain, Connecticut				06053
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (860) 225-5111

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock - $2.50 Par Value per Share		SWK		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 23, 2026, Andrea Ayers informed the board of directors (the “Board”) of Stanley Black & Decker, Inc. (the “Company”) of her decision to retire from the Board and not to stand for re-election as a director of the Company at the Company’s 2026 annual meeting of shareholders (the “2026 Annual Meeting”). Ms. Ayers will continue to serve on the Board until the time of the 2026 Annual Meeting. Ms. Ayers’ decision to depart from the Board as of the 2026 Annual Meeting did not involve any disagreements with the Company regarding any matter related to its operations, policies or practices.

On January 23, 2026, the Board elected Shane O’Kelly as a director of the Company, effective immediately. Mr. O’Kelly will serve as a member of the Board’s Compensation and Talent Development Committee and the Corporate Governance Committee. Mr. O’Kelly will participate in the compensation program for non-employee directors as described under the heading “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 7, 2025.

There was no arrangement or understanding between Mr. O’Kelly and any other person pursuant to which Mr. O’Kelly was elected as a director of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Also on January 23, 2026, the Board elected Debra Crew to serve as Lead Independent Director of the Company, effective immediately. In addition, effective upon the retirement of Donald Allan, Jr. on October 1, 2026, the Board elected Ms. Crew to serve as non-executive Chair of the Board, subject to Ms. Crew’s continued service on the Board on that date. The election of Ms. Crew to become the Chair of the Board upon Mr. Allan’s retirement is consistent with the Company’s previously disclosed intention to return to a non-executive Chair at the completion of Mr. Allan’s tenure.

A copy of the Company’s press release announcing the election of Mr. O’Kelly to the Board and the appointment of Ms. Crew as Lead Independent Director and Chair is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
99.1		Press Release dated January 26, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				STANLEY BLACK & DECKER, INC.
Date: January 26, 2026
				By:		/s/ Donald J. Riccitelli
				Name:		Donald J. Riccitelli
				Title:		Interim Senior Vice President, General Counsel and Secretary

FAQ

What board changes did Stanley Black & Decker (SWK) announce in this 8-K?

The company disclosed that Andrea Ayers will retire from the board at the 2026 annual meeting, Shane O’Kelly has been elected as a director, and Debra Crew has been appointed Lead Independent Director and designated future non-executive Chair of the Board.

Why is director Andrea Ayers leaving the Stanley Black & Decker (SWK) board?

Andrea Ayers informed the board that she will retire and not stand for re-election at the 2026 annual meeting. The company states that her decision did not involve any disagreements regarding its operations, policies, or practices.

Who is the new director appointed to Stanley Black & Decker’s board?

Shane O’Kelly was elected as a director of Stanley Black & Decker, effective immediately on January 23, 2026. He will serve on the Compensation and Talent Development Committee and the Corporate Governance Committee under the company’s standard non-employee director compensation program.

What new roles will Debra Crew hold at Stanley Black & Decker (SWK)?

Debra Crew has been elected as Lead Independent Director, effective immediately. The board also elected her to become non-executive Chair of the Board, effective upon the retirement of Donald Allan, Jr. on October 1, 2026, subject to her continued service on the board.

How does this filing describe Stanley Black & Decker’s plan for board leadership structure?

The filing states that naming Debra Crew as future non-executive Chair upon Donald Allan Jr.’s retirement is consistent with the company’s previously disclosed intention to return to a non-executive Chair structure at the completion of his tenure.

Is there any special arrangement behind Shane O’Kelly’s election to the Stanley Black & Decker board?

The company notes there was no arrangement or understanding with any person under which Shane O’Kelly was elected as a director, and that he has no material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.

Did Stanley Black & Decker issue any press release about these board changes?

Yes. A press release announcing Shane O’Kelly’s election to the board and Debra Crew’s appointment as Lead Independent Director and future Chair is attached as Exhibit 99.1 and incorporated by reference.