Snap-on Inc
For the period ended Jan 3, 2026. Filed Mar 12, 2026.
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Jan 3, 2026 · Filed Mar 12, 2026
Contents
Table 9: Potential Payments on Change of Control
| Name | SeveranceAmount(1) | PensionEnhancement(2) | Early Vestingof StockOptions & SARs(3) | Early Vesting ofStock Awards(4) | Other(5) | EstimatedTax GrossUp(6) | Total |
|---|---|---|---|---|---|---|---|
| Pinchuk | $4,470,441 | $881,479 | $2,331,127 | $24,300,484 | $51,864 | — | $32,035,395 |
| Pagliari | 2,075,977 | 364,540 | 714,259 | 5,063,396 | 50,293 | — | 8,268,465 |
| Ward | 2,223,172 | 79,133 | 716,903 | 5,063,396 | 52,368 | — | 8,134,972 |
| Arregui | 1,697,032 | — | 543,989 | 3,963,457 | 4,133 | — | 6,208,611 |
| Chambers | 1,531,507 | 278,442 | 543,989 | 3,963,457 | 53,544 | — | 6,370,939 |
(1)This amount represents two times the sum of the executive officer’s base salary immediately prior to the termination of employment and an amount equal to the average of the individual’s bonus or incentive compensation paid or payable for the three full fiscal years prior to the year in which the change of control of the Company occurs, as specified by the change of control agreements. These amounts are based on the base salary in effect on January 3, 2026, and the average annual incentive compensation paid for the last three fiscal years as reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.
(2)This amount represents the present value of an additional two years of service under the Pension Plans and an additional two years of 401(k) Plan matching payments, as specified by the change of control agreements. These amounts are based on the calculation included in the footnotes to the Pension Benefits table.
(3)Accelerated vesting would only occur for outstanding unvested stock options or stock-settled SARs granted under the 2011 Plan if there was a termination of employment following a change of control. The amounts shown represent the value of such unvested stock options or SARs based on the $350.95 per share closing price of our common stock on January 2, 2026, the last trading day of fiscal 2025.
(4)These amounts represent the value of the unvested PSUs and RSUs (as well as related dividend equivalents) held by the executive officer, which would become vested only if there was a termination of employment following a change of control, based on the fiscal year-end closing price.
(5)These amounts include payments for two years of life insurance and medical and dental benefits, as specified by the change of control agreements. Mr. Arregui does not receive Snap-on provided life insurance coverage.
(6)The agreements do not provide a tax gross up; however, they do allow for a reduction in payments in certain circumstances so as to avoid adverse excise tax consequences to the executive officer.
In addition to the agreements discussed in this section, the NEOs, excluding Mr. Arregui, also participate in, and will be entitled to payments under, the various retirement and deferred compensation plans discussed above under “Defined Benefit Plans” and “Non-qualified Deferred Compensation.”
As disclosed above, the Company has an employment agreement with Mr. Arregui, who is a Spanish national, which is consistent with local law and customs. The employment agreement provides for the general terms of Mr. Arregui’s employment. The Company agrees to pay Mr. Arregui salary and benefits in accordance with the Company’s practices and policies. Pursuant to the employment agreement, if Mr. Arregui were to be terminated without cause, he would be entitled to a severance payment equal to three and one half times his base salary, which, had a termination occurred on the last day of fiscal 2025, would have amounted to $1,942,944.
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