DEF 14A of Lennox International Inc, Apr 8, 2026

DEF 14A of Lennox International Inc

Filed Apr 8, 2026 · FY20250001069202-26-000046

Open on EDGAR

  1. TABLE OF CONTENTS

    | Independent Board Chair | Mandatory Board Retirement age: 75 | | Majority Voting (with carve-out in case of contested elections) | Key Committees 100% independent (Audit, Compensation, and Governance (nominating) Committees) | | No Directors Attended Less than 75% of Meetings | Anti-Hedging and Pledging Policies | | Board is 89% independent (8 out of 9 directors) | No Material Related-Party Transactions | | Regularly Scheduled Executive Sessions of non-management directors | 3 Independent Board Members added in the last 2 yrs | | Women hold Board leadership positions (Governance (nominating) Committee & Audit Committee chairs) | Succession Planning annually for key executives; CEO Succession Plan | | No Overboarding (directors not permitted to serve on more than four other public company boards) | Stock Ownership Guidelines (5x retainer for Directors; 6x annual base salary for CEO; and 3x annual base salary for EVPs) | | Annual Self-Evaluation by the Board and its committees | One Class of Voting Stock | | Individual evaluation for director nominees | No Poison Pill |

  2. TABLE OF CONTENTS

    | John W. Norris, III Class I Independent Director Age 68 Director since 2001 Committees Board Governance Compensation and Human Resources Skills Manufacturing/Distribution Sustainability Enterprise Risk Management Human Capital Management Strategic Planning/Oversight | Experience •Founding Chairman of two philanthropic collaboratives, the Environmental Funders Network and Climate Change Funders Forum, both focused on strategically aligning resources to address climate adaptation and mitigation strategies in Maine (2005 – present) •Co-founder of Maine Network Partners, an organization supporting grassroots leaders and non-profit organizations in developing collaborative solutions to achieve greater impact (2007 – 2021) •Program Officer - Rural Tourism Development, Northern Forest Center (2006 – 2007) •Associate Director of Philanthropy, Maine Chapter of The Nature Conservancy (2001 – 2005) •Co-Founder and President of Borealis, Inc., an outdoor products manufacturer (1988 – 2000) •Peace Corps in Jamaica, small business development (1985 – 1987) •Graduate School Intern, Lennox Industries Inc. (a subsidiary of the Company) (1983) •Senior Credit Analyst, Fort Worth National Bank (1980 – 1982) Other Professional Experience and Community Involvement •Director (2019 – present) and Chair (2020 – present), Camp Chippewa for Boys •Trustee (2008 – 2018) and Chair (2016 – 2018), Maine Chapter of the Nature Conservancy •Director, Northern Forest Canoe Trail (2013 – 2016) •Director, Maine Philanthropy Center (2005 – 2011) •Director, Maine Wilderness Guides Organization (2005 – 2011) •Director, Cape Elizabeth Education Foundation (2006 – 2009) •Director, Center for Cultural Exchange (2004 – 2005) •Completed Economist course on Climate Change and Business: Sustainability, Risk and the Push for Net Zero (2022) Education •B.B.A. in Finance and Economics, Texas Christian University •M.B.A. in Organizational Behavior and Strategy, University of Michigan Key Qualifications Mr. Norris contributes substantial experience and knowledge on climate risk and environmental issues, benefitting the Company in its sustainability journey. Mr. Norris also provides organizational development insights from founding both non-profit and for-profit companies. |

  3. TABLE OF CONTENTS

    | Karen H. Quintos Class I Independent Director Age 62 Director since 2014 Committees Board Governance (Chair) Executive Skills Executive Leadership Manufacturing/Distribution Sustainability ERM Marketing/Sales Strategic Planning/Oversight | Experience •Retired; Executive Vice President and Chief Customer Officer, including responsibility for ESG and Diversity (2016 – 2020); Senior Vice President and Chief Marketing Officer (2010 – 2016); Vice President of Public Sector Marketing and North America Commercial (2008 – 2010); and other executive roles in services, support, and supply chain management (2000 – 2008), Dell Technologies Inc., a technology leader that provides essential infrastructure for organizations to build their digital future, transform IT, and protect their most important information •Vice President, Operations & Technology, Citigroup North America Inc., a financial services corporation (1997 – 2000) •Director of Packaging (1996 – 1997) and Director of Global Supply Chain Management (1993 – 1996), Merck & Co., a pharmaceutical company Other Public Company Boards •Cummins Inc., a global power technology leader that designs, engineers, manufactures, distributes, and services engines and related technologies Other Professional Experience and Community Involvement •Board of Trustees, Pennsylvania State University •Chair of the Board of Visitors of Pennsylvania State University Smeal’s College of Business, where she was a 2014 recipient of the Smeal College of Business’ highest honor, the Distinguished Alumni Award •Director, the National Center for Missing and Exploited Children •Director, TGEN (Translational Genomics Research Institute) Education •B.S. in Supply Chain Management, Pennsylvania State University •M.B.A. in Marketing and International Business, New York University Key Qualifications Ms. Quintos’ supervisory experience in the areas of marketing, branding, communications, sustainability, operations, and supply chain management brings broad knowledge of these issues to the Board. |

  4. TABLE OF CONTENTS

    | Shane D. Wall Class I Independent Director Age 61 Director since 2020 Committees Compensation and Human Resources (Chair) Executive Skills Executive Leadership Manufacturing/Distribution ERM Marketing/Sales Cybersecurity Innovation/Technology Strategic Planning/Oversight | Experience •Retired; Special Advisor to Chief Executive Officer (2020 – 2023); Chief Technology Officer and Global Head (2015 – 2020), HP Labs of HP Inc., a global information technology company •Chief Technology Officer and Senior Vice President of Printing and Personal Systems, Hewlett-Packard Company, a predecessor of HP Inc. (2012 – 2015) •Vice President, Strategy & Product Management, Mobile Platform Group (2007 – 2012); Vice President & General Manager, Channel Products Group (2004 – 2007); Vice President & General Manager, Corporate Technology Group (2000 – 2004); and Director, New Business Development (1998 – 2000), Intel Corporation, a technology company •Co-Founder and Chief Technology Officer of PrintPaks, a spin-out of Hewlett-Packard Company (1995 – 1998) •Various engineering and management roles, Hewlett-Packard Company (1986 – 1995) Other Professional Experience and Community Involvement •Partner, Fusion Fund, an early stage venture capital firm focused on industrial, enterprise, and healthcare technologies •Senior Advisor and Board Member, Arsenal Capital Partners, a specialized private equity firm focused on specialty industrials and healthcare Education •B.S. in Computer Engineering, Oregon State University Key Qualifications An experienced former Chief Technology Officer, Mr. Wall contributes extensive technology, AI, and cybersecurity experience, as well as meaningful experience in executive leadership and diverse business development within large global companies. |

  5. THE BOARD RECOMMENDS A VOTE “FOR”

    THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE ABOVE NOMINEES. The following Class II directors’ terms will continue until the 2027 Annual Meeting of Stockholders:

  6. THE BOARD RECOMMENDS A VOTE “FOR”

    | Sherry L. Buck Class II Independent Director Age 62 Director since 2019 Committees Audit – Financial Expert & Chair Executive Skills Financial Accounting Executive Leadership Manufacturing/Distribution ERM Human Capital Management Strategic Planning/Oversight | Experience •Retired; Chief Financial Officer, W.L. Gore & Associates Inc., a multinational advanced materials company providing solutions for medical device, fabric laminates, aerospace, pharmaceuticals, mobile electronics, and other applications across diverse industries (2021 – 2025) •Senior Vice President and Chief Financial Officer, Waters Corporation, a specialty measurement company serving the life, materials, and food sciences industries (2017 – 2020) •Vice President, Chief Financial Officer, Libbey Inc., a global manufacturer and marketer of glass tableware products (2012 – 2016) •Senior finance and operating leadership roles, Whirlpool Corporation, a leading global appliance manufacturer (1993 – 2012) •Director, Overseas Accounting and Internal Audit Manager, TransWorld Airlines, a major airline (1988 – 1992) •Senior Auditor, Price Waterhouse, a public accounting firm (1985 – 1988) Education •B.S. in Accounting, University of Missouri Key Qualifications Ms. Buck contributes extensive financial and leadership experience gained from her long tenure as a CFO. She adds industry expertise through her positions in large global manufacturing companies. |

  7. THE BOARD RECOMMENDS A VOTE “FOR”

    | Todd J. Teske Class II Independent Chair Age 61 Director since 2011 Committees Audit – Financial Expert Executive (Chair) Skills Financial/Accounting Executive Leadership Manufacturing/Distribution Sustainability ERM Human Capital Management Marketing/Sales Cybersecurity Innovation/Technology Strategic Planning/Oversight | Experience •Independent Board Chair (2022 – present) •Interim CEO (March 23, 2022 – May 9, 2022) •Lead Independent Director (2015 – 2022) •Chair, President, and Chief Executive Officer (2010 – 2020); President and Chief Operating Officer (2008 – 2009); Executive Vice President and Chief Operating Officer (2005 – 2008); and other senior-level positions including President of its power products business, head of corporate development and Controller (1999 – 2005), Briggs & Stratton Corporation, a manufacturer of gasoline engines for outdoor power equipment, portable generators, and lawn and garden powered equipment and related accessories •Briggs & Stratton filed a voluntary petition for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code in July 2020. In September 2020, Briggs & Stratton was acquired and exited bankruptcy Other Professional Experience and Community Involvement •Director, Badger Meter, Inc., a publicly traded leading innovator, manufacturer and marketer of flow measurement and control products (2009 – 2020) •Licensed CPA (inactive) Education •B.S. in Accounting, University of Wisconsin Oshkosh •Masters of Management, Northwestern University Kellogg School of Management Key Qualifications Mr. Teske brings extensive executive leadership, corporate governance, and industry experience as a former manufacturing-company CEO to his service as Chair of the Board. As well, as a former corporate controller, Mr. Teske contributes knowledge in the areas of finance and accounting. |

  8. THE BOARD RECOMMENDS A VOTE “FOR”

    | Jon Vander Ark Class II Independent Director Age 50 Director since 2024 Committees Audit – Financial Expert Compensation and Human Resources Skills Financial/Accounting Executive Leadership Manufacturing/Distribution Sustainability ERM Human Capital Management Marketing/Sales Cybersecurity Innovation/Technology Strategic Planning/Oversight | Experience •President and Director (2019 – present) and Chief Executive Officer (2021 – present); Executive Vice President, Chief Operating Officer (2018 – 2019); Executive Vice President, Operations (2016 – 2017); and Executive Vice President, Chief Marketing Officer (2013 – 2016), Republic Services, Inc., an environmental services company •McKinsey & Company, a global management consulting firm (2000 – 2012) Other Professional Experience and Community Involvement •Director, Board of Chances for Children, a non-profit supporting children in Haiti Education •B.A. in Philosophy and Political Science, Calvin University •J.D., Harvard Law School Key Qualifications Mr. Vander Ark contributes to our Board extensive strategic growth experience, operational skills, and accomplishments implementing sustainability initiatives from his executive leadership at a large publicly traded company. Prior to joining Republic, Mr. Vander Ark’s role in consulting exposed him to a wide range of industries including automotive, logistics, and consumer durables. He developed deep expertise in marketing and sales serving leading global companies. |

  9. THE BOARD RECOMMENDS A VOTE “FOR”

    The following Class III directors’ terms will continue until the 2028 Annual Meeting of Stockholders:

  10. THE BOARD RECOMMENDS A VOTE “FOR”

    | Tracy A. Embree Class III Independent Director Age 52 Director since 2025 Committees Board Governance Compensation and Human Resources Skills Executive Leadership Manufacturing/Distribution Sustainability ERM Human Capital Management Marketing/Sales Strategic Planning/Oversight | Experience •Retired; President, Otis Americas, a division of Otis Worldwide Corporation, the world’s leading elevator and escalator manufacturing, installation, and service company (2023 – 2025) •Vice President and President, Distribution Business (2019 – 2023); Vice President and President, Components Business (2015 – 2019); Vice President and President, Turbo Technologies Business (2011 – 2015); and other leadership and strategy roles (2000 – 2002), Cummins Inc., a global power technology leader that designs, engineers, manufactures, distributes, and services engines and related technologies •Various engineering roles at Colgate-Palmolive, an American multinational consumer products company (1995 – 1998) Other Public Company Boards •KLA Corporation, a supplier of industry-leading equipment and services that enable innovation throughout the electronics industry (November 2025 – present) •Kirby Corporation, the nation’s largest domestic tank barge operator (February 2026 – present) Other Professional Experience and Community Involvement •Director, Louisiana-Pacific Corporation, a publicly traded provider of high-performance building solutions for builders, remodelers, and homeowners worldwide (2016 – 2025) •Founding member, Extraordinary Women on Boards (EWOB) Education •B.S. in Chemical Engineering, Massachusetts Institute of Technology •M.B.A., Harvard Business School Key Qualifications The Board selected Ms. Embree to serve as a director based upon her past leadership in complex manufacturing environments and proven track record of driving strategic growth, which aligns with our strategy at Lennox. |

  11. THE BOARD RECOMMENDS A VOTE “FOR”

    | Alok Maskara Class III Director Age 55 Director since 2022 Committees Executive Skills Executive Leadership Manufacturing/Distribution ERM Human Capital Management Marketing/Sales Cybersecurity Innovation/Technology Strategic Planning/Oversight | Experience •President and Chief Executive Officer (2022 – present) •Chief Executive Officer and Director, Luxfer Holdings PLC, a publicly traded international industrial company focused on advanced materials (2017 – 2022). He spearheaded the company’s transformation, led value-enhancing acquisitions and partnerships, and drove growth in profitability •President, Global Business Units, Pentair PLC, a leading provider of water treatment and sustainable applications, including its former Technical Solutions segment with over $2 billion in revenue (2008 – 2017) •General Manager, Residential & Commercial Water, General Electric, a high-tech industrial company (2004 – 2008), which included significant experience in Lean Manufacturing •Engagement Manager, McKinsey & Company, a global management consulting firm (2000 – 2004), advising businesses on industrial turnarounds and driving growth through customer insights and segmentation Other Public Company Boards •Franklin Electric Co., Inc., a publicly traded global leader in the production and marketing of systems and components for the movement of water and automotive fuels (2021 – present) Education •B.Tech in Chemical Engineering, Indian Institute of Technology •M.S. in Chemical Engineering, University of New Mexico •M.B.A., Northwestern University Kellogg School of Management Key Qualifications Mr. Maskara has extensive experience in the areas of management, finance, accounting, manufacturing, and corporate governance. As CEO, he has a deep understanding of Lennox’s core businesses and end market dynamics. He also led Lennox through a complex regulatory transition while positioning the company for its next phase of growth and expansion. During 2025, Lennox delivered record margin results despite a challenging operating environment. Under Mr. Maskara’s leadership, Lennox has reinforced a culture of accountability and customer focus that supports durable performance and long-term value creation. |

  12. THE BOARD RECOMMENDS A VOTE “FOR”

    | Sivasankaran Somasundaram Class III Independent Director Age 60 Director since 2024 Committees Audit Board Governance Skills Executive Leadership Manufacturing/Distribution Sustainability ERM Human Capital Management Innovation/Technology Strategic Planning/Oversight | Experience •Retired; Director, President & Chief Executive Officer, ChampionX (previously Apegy Corporation), a publicly traded global leader in chemistry solutions, artificial lift systems, and highly engineered equipment and technologies, and a spin-off of Dover Corporation (2018 – 2025) •President and Chief Executive Officer, Energy Segment (2013 – 2018); Executive Vice President, Energy Segment (2012 – 2013); Executive Vice President, Dover Fluid Management (2010 – 2011); President, Fluid Solutions Platform (2008 – 2010); and other executive leadership roles (2004 - 2008), Dover Corporation, an American conglomerate manufacturer of industrial products •Various global leadership roles at GL&V Inc., a global mining, industrial, pulp and paper technology solutions supplier (2002 – 2004) •Various global leadership roles at Baker Hughes Inc., an energy products & technology company (1996 – 2002) Other Public Company Boards •Solstice Advanced Materials Inc., a publicly traded global specialty chemicals and advanced materials company with positions in refrigerants, semiconductor materials, protective fibers, and healthcare packaging (October 2025 – present) Other Professional Experience and Community Involvement •2024 ALLY Energy GRIT Lifetime Achievement Award recipient •Member, National Petroleum Council, a federally chartered advisory committee (2023 – 2024) •Director, Magellan Midstream Partners, L.P. a publicly traded energy pipeline operator (2022 – 2023) •Named a “2022 Most Admired CEO” by the Houston Business Journal •2022 recipient, Energy Workforce & Technology Council DEI Champion Award Education •B.S., Mechanical Engineering, Anna University •M.S., Industrial Engineering, University of Oklahoma Key Qualifications Mr. Somasundaram brings a depth of business, executive leadership, transformative growth strategies, operational, talent development, mergers & acquisitions, and strategic development experience to the Board, including his service as President and Chief Executive Officer of Apegy Corporation starting in 2018 and through its transformational merger in 2020 when the company changed its name to ChampionX Corporation and four years as President and Chief Executive Officer of Dover Energy, a segment of Dover Corporation, a public company. With his strong executive leadership and his technical experience and degrees in both Industrial and Mechanical Engineering, he is uniquely positioned to assist the Board in assessing and managing the types of risks and opportunities faced by the Company. Mr. Somasundaram’s international experience also adds a valuable global perspective to the Board, having lived and worked in India, Germany, Singapore, and Australia. |

  13. THE BOARD RECOMMENDS A VOTE “FOR”

    | Proposal 2 Advisory Vote to Approve the Compensation of Our Named Executive Officers |

  14. THE BOARD RECOMMENDS A VOTE “FOR”

    In accordance with Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), we are asking our stockholders to vote to approve the compensation of our Company’s NEOs (the “Say-on-Pay vote”), as disclosed in this Proxy Statement. The Say-on-Pay vote is an advisory vote on the resolution below and is not binding. Although the vote is non-binding, the directors value stockholders’ opinions and will consider the voting results of this proposal when making future compensation decisions. Say-on-Pay advisory votes are currently conducted annually, and our next Say-on-Pay vote is expected to occur at our annual meeting of stockholders in 2027. Our next advisory vote on the frequency of Say-on-Pay votes is expected to take place at our annual meeting of stockholders in 2029. As described more fully in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Company designed its market-competitive NEO compensation program to reward successful execution of its business strategy and achievement of desired business results, with a focus on creating alignment with the interests of our stockholders. The program seeks to achieve these goals on both an annual and long-term basis through an appropriate combination of base pay, annual incentives, and long-term incentives. For our NEOs, the majority of compensation in a typical year is both stock-based and contingent on performance. The annual incentive payout is based on Company financial performance metrics of core net income, free cash flow, and revenue, and for NEOs who are business segment leaders, a combination of Company and business segment performance. Our long-term incentives generally include: (1) performance share units, which are designed to link compensation to the Company’s three-year financial performance as measured by return on invested capital and core net income growth; (2) stock appreciation rights, which are designed to incentivize NEOs to grow our business and deliver increased returns to our stockholders; and (3) restricted stock units, which are designed to support our retention efforts. The Company also has several governance policies in place to align executive compensation with stockholder interests and mitigate risk. These policies include stock ownership guidelines; a prohibition on hedging and pledging of Company stock; clawback policies; and post-employment restrictive covenants. These policies are discussed in detail in the “Compensation Discussion and Analysis” section of this Proxy Statement. In 2025, the Company strengthened its market position with enhanced product offerings and availability. Despite softer end markets and macroeconomic headwinds, Lennox delivered solid results. Most notably, the Company achieved full-year margins above 20% for the first time in its history. This meaningful milestone reflects the structural improvements made in the Company’s production capacity and operational efficiency. Highlights of our 2025 performance include the following: •GAAP diluted earnings per share up 0.6% to $22.79, while adjusted diluted earnings per share was up 2% to $23.16; •Segment profit up 2% to $1.1 billion and segment profit margin up 90 basis points to 20.4%; •Three-year total stockholder return (“TSR”) of 109% and five-year TSR of 88%; and •Quarterly dividends resulted in approximately $173 million paid to stockholders, and the Company used an additional $482 million to repurchase shares under our stock repurchase program. Financial results, including those from prior periods, are described in more detail in our Form 10-K for the fiscal year ended December 31, 2025, which was filed with the Securities and Exchange Commission (“SEC”) on February 17, 2026 (the “Form 10-K”). For non-GAAP results, see reconciliation in Appendix A. All TSR calculations assume reinvestment of dividends. We are asking stockholders to approve the following advisory resolution at the Annual Meeting: RESOLVED, that the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion is hereby APPROVED. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF THE NEOS AS DISCLOSED IN THIS PROXY STATEMENT.

  15. THE BOARD RECOMMENDS A VOTE “FOR”

    | Proposal 3 Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the 2026 Fiscal Year |

  16. THE BOARD RECOMMENDS A VOTE “FOR”

    The Audit Committee has appointed Ernst & Young LLP (“EY”) to continue as our independent registered public accounting firm for the 2026 fiscal year. EY was selected as Lennox’s independent registered accounting firm in 2025, following a comprehensive, competitive Request for Proposal process. We are asking our stockholders to ratify the appointment of EY as our independent registered public accounting firm. If our stockholders do not ratify this appointment, the Audit Committee will consider the reasons for the rejection and whether it should select a different firm; however, it is not required to do so. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that a change would be in the best interests of the Company and our stockholders. A representative of EY will be present at the Annual Meeting and will be available to respond to appropriate questions. The representative will also have an opportunity to make a statement at the Annual Meeting if he or she desires to do so.

  17. Whistleblower Procedures

    | Director Compensation |

  18. 2025 Director Compensation Table

    2025 Director Compensation Table The following table provides information regarding compensation earned in 2025 by each non-employee director who served as a non-employee director during 2025.

  19. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Sherry L. Buck | 123,750 | 155,142 | 278,892 | | Janet K. Cooper | 57,500 | 230,597 | 288,097 | | Tracy A. Embree | 78,750 | — | 78,750 | | John W. Norris, III | 105,000 | 155,142 | 260,142 | | Karen H. Quintos | 120,000 | 155,142 | 275,142 | | Sivasankaran Somasundaram | 105,000 | 155,142 | 260,142 | | Gregory T. Swienton | 58,750 | 230,597 | 289,347 | | Todd J. Teske | 255,000 | 155,142 | 410,142 | | Jon Vander Ark | 105,000 | 155,142 | 260,142 | | Shane D. Wall | 125,000 | 155,142 | 280,142 |

  20. 2025 Director Compensation Table

    (1)In 2025, Mr. Somasundaram received $78,114 of his fees in stock (141 shares) and $26,886 in cash. All other non-employee directors elected to receive their retainer in cash. (2)For Ms. Cooper and Mr. Swienton, the amount represents the incremental fair value associated with the vesting of outstanding RSUs upon their separation from the Board on May 22, 2025. For the other non-employee directors, the amounts shown represent the grant date fair value for common stock granted under the 2019 Equity and Incentive Compensation Plan, in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718, as follows:

  21. 2025 Director Compensation Table

    | | Grant Date | Common Stock Granted in 2025 (#) | Grant Date Fair Value Per Share ($)(a) | Grant Date Fair Value ($) | | Each Non-Employee Director (other than Ms. Cooper and Mr. Swienton) | May 22, 2025 | 270 | 574.60 | 155,142 |

  22. 2025 Director Compensation Table

    (a) $574.60 is the closing NYSE trading price of our common stock on the date of grant. None of the non-employee directors have unvested RSUs or Stock Appreciation Rights (“SARs”) outstanding at fiscal year end.

  23. 2025 Director Compensation Table

    | Executive Officers |

  24. 2025 Director Compensation Table

    Our current executive officers, their present positions, and their ages are as follows as of April 8, 2026:

  25. 2025 Director Compensation Table

    | Alok Maskara | 55 | Chief Executive Officer | | •Chief Executive Officer (2022 - present) •Chief Executive Officer, Luxfer Holdings PLC (2017 - 2022) •Director, Franklin Electric Co., Inc. (2021 - present) | | |

  26. 2025 Director Compensation Table

    | Michael P. Quenzer | 48 | Executive Vice President, Chief Financial Officer | | •Executive Vice President and Chief Financial Officer (2024 - present) •Vice President, Financial Planning & Analysis and Investor Relations (2023) •Chief Financial Officer, Commercial segment (2016 - 2022) | | |

  27. 2025 Director Compensation Table

    | Prakash Bedapudi | 59 | Executive Vice President, Chief Technology Officer | | •Executive Vice President, Chief Technology Officer (2008 - present) | | |

  28. 2025 Director Compensation Table

    | Monica M. Brown | 53 | Executive Vice President, Chief Legal Officer and Secretary | | •Executive Vice President, Chief Legal Officer and Secretary (January 2025 - present) •Vice President, Deputy General Counsel, and Assistant Secretary (2023 - 2024) •Assistant General Counsel, Securities and Assistant Secretary (2021 - 2023) •Assistant General Counsel, Worldwide Refrigeration (2016 - 2021) | | |

  29. 2025 Director Compensation Table

    | Chris A. Kosel | 59 | Vice President, Chief Accounting Officer and Controller | | •Vice President, Chief Accounting Officer and Controller (2017 - present) | | |

  30. 2025 Director Compensation Table

    | Sarah R. Martin | 52 | Executive Vice President & President, Home Comfort Solutions | | •Executive Vice President & President, Home Comfort Solutions (April 2025 - present) •President, Honeywell Sensing & Safety Technologies (2022 - 2025) •President, Honeywell Advanced Sensing Technologies (2018 - 2022) | | |

  31. 2025 Director Compensation Table

    | Joseph S. Nassab | 59 | Executive Vice President & President, Building Climate Solutions | | •Executive Vice President & President, Building Climate Solutions (2022 - present) •Vice President and General Manager, Allied Air (2010 - 2022) | | |

  32. 2025 Director Compensation Table

    | Daniel M. Sessa | 61 | Executive Vice President, Chief Human Resources Officer | | •Executive Vice President, Chief Human Resources Officer (2007 - present) | | |

  33. 2025 Director Compensation Table

    | Executive Compensation |

  34. Leadership Transitions

    Leadership Transitions Gary Bedard, Executive Vice President and President of Home Comfort Solutions, retired from the Company on April 30, 2025, after 26 years of dedicated service. On April 28, 2025, Sarah Martin was appointed as Executive Vice President and President of Home Comfort Solutions. Ms. Martin previously served in senior leadership roles with Honeywell International Inc. The Company provided Ms. Martin with a one-time sign-on award intended to generally replicate the amount and timing of the annual and long-term incentive compensation forfeited from her prior employer. This award consisted of: •RSUs with a grant date value of $875,000, with one-half of the RSUs vesting 18 months after Ms. Martin’s commencement of employment and the remaining one-half of the RSUs vesting 36 months after Ms. Martin’s commencement of employment. Pursuant to the Company’s stock ownership guidelines, Ms. Martin must hold these shares when distributed at least until she has met the stock ownership requirement of three times base salary; •Performance share units (“PSUs”) with a grant date value of $375,000, which will vest on December 31, 2027, based on performance against the core net income growth and return on invested capital performance goals; and •A cash payment of $500,000, subject to a three-year clawback for voluntary departure or termination for cause. The Committee determined that this make-whole award was reasonable and necessary to attract an executive of Ms. Martin’s caliber.

  35. Pay-for-Performance

    Pay-for-Performance We maintain a pay-for-performance philosophy designed to reward successful execution of our business strategy and achievement of desired business results, with a focus on aligning compensation with stockholders’ interests. When our financial results exceed performance goals, monetary rewards to our NEOs generally pay out at higher levels. When our financial results fall below performance goals, monetary awards to our NEOs generally pay out at lower levels or not at all. Recent payouts under our STI and LTI Programs demonstrate the alignment between Company performance and payments made to our NEOs. In 2025, the Company’s achievement at target for the core net income goals and falling below target for cash flow and revenue resulted in below target level payouts under our annual STI Program for all NEOs. Under our LTI Program, weighted average return on invested capital of 47.0% for the 2023-2025 performance period exceeded the maximum payout goal for that metric, while the Company core net income compound annual growth rate of 17.2% for that same period fell just below the maximum payout goal for that metric. As a result, our NEOs received a PSU payout of approximately 196% for the 2023-2025 performance period under our LTI Program, consistent with our pay-for-performance approach and results-oriented compensation. The three-year TSR over this time frame was 109%. The two charts below illustrate that three-year Lennox CEO target total direct compensation (“TDC”) was below median of the peer group and Lennox substantially outperformed the peer group on three-year TSR and certain other relevant financial measures.

  36. Key Strategic Objectives

    | Executive Compensation Elements | Attract Top Talent | Retain & Motivate Top Talent | Achieve Short- Term Goals | Achieve Long- Term Goals | Maintain Market Competitiveness | Pay for Performance | | Base Salary | ü | ü | | | ü | | | Short-Term Incentive Program | ü | ü | ü | | ü | ü | | Long-Term Incentive Program: | | | | | | | | Performance Share Units | ü | ü | | ü | ü | ü | | Restricted Stock Units | ü | ü | | | ü | | | Stock Appreciation Rights | ü | ü | ü | ü | ü | ü | | Perquisites | ü | | | | ü | | | Benefit Programs | ü | ü | | | ü | |

  37. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant In 2025, the Committee engaged Meridian Compensation Partners (“Meridian”) to provide analysis, advice, and recommendations on executive compensation to the Committee. At the Committee’s request, Meridian performed the following services in 2025: •provided and analyzed data for all elements of CEO compensation; •reviewed and opined on compensation for newly hired and promoted senior executives; •reviewed and opined on our executive compensation philosophy; •reviewed and opined on our Compensation Peer Group; •provided and analyzed data for various elements of executive compensation; •reviewed and opined on our executive and Board compensation programs, including NEO and Board target compensation; •presented executive compensation trends and regulatory updates to the Committee; and •provided input and perspective on various technical matters pertaining to executive compensation. The Committee conducted an independence assessment of Meridian in accordance with SEC rules. Based on this review, we are not aware of any conflict of interest raised by the work performed by the consultant that would prevent Meridian from serving as independent consultants to the Committee. Meridian reported directly to the Committee and did not provide any additional services to the Company or its management.

  38. Market Competitive Compensation

    Market Competitive Compensation To maintain a market-competitive program, the Committee uses benchmarking data when establishing executive compensation. Benchmarking against a representative peer group assists the Committee in assessing the competitiveness of our executive compensation program. For the purposes of setting 2025 compensation, our Company’s compensation peer group, as reviewed and approved by the Committee, included the following 15 companies (the “Compensation Peer Group”):

  39. Market Competitive Compensation

    | •A. O. Smith Corporation (AOS) | •Hubbell Incorporated (HUBB) | •Regal Rexnord Corporation (RRX) | | •Acuity Inc. (AYI) | •IDEX Corporation (IEX) | •Rockwell Automation, Inc. (ROK) | | •Dover Corporation (DOV) | •Masco Corporation (MAS) | •Snap-On Incorporated (SNA) | | •Flowserve Corporation (FLS) | •Owens Corning (OC) | •The Timken Company (TKR) | | •Fortune Brands Innovations, Inc. (FBIN) | •Pentair plc (PNR) | •Xylem Inc. (XYL) |

  40. Market Competitive Compensation

    The Committee selected the Compensation Peer Group using the following criteria: •industry – building products, electrical components/equipment, and industrial machinery; •revenues of approximately 0.5 to 2.0 times our revenues; •business and product mix similar to ours; and •similar geographic presence and operations. In 2025, the Committee analyzed the Compensation Peer Group on the criteria above and made no adjustments. Lennox revenues are at the 50th percentile of the peer group and market capitalization is at the 64th percentile, as of December 31, 2025. In addition to comparing our NEO compensation to the compensation of our Compensation Peer Group, the Committee also references published compensation data and other studies of compensation trends and market practices (these data and practices, including our Compensation Peer Group, are collectively referred to as the “Market”). Beyond traditional Market analysis, the Committee also utilizes various other compensation analyses to assist with its decision-making process. Below are examples of information the Committee reviews and considers, as appropriate, when making compensation decisions: •“all in” compensation summaries and pay histories for the CEO and other executive officers; •CEO realized pay analysis; •CEO pay versus performance analysis; •dilution and share utilization analysis, projections, and benchmarking; •equity compensation expense analysis; •short-term and long-term incentive design, metrics, and award type; and •short-term and long-term incentive plan performance results.

  41. Short-Term Incentive Program

    Short-Term Incentive Program Our STI Program, as established under the Lennox International Inc. 2019 Equity and Incentive Compensation Plan, is an annual cash-based program for our NEOs designed to reward the successful performance of our Company, our business segments, and each individual NEO. In February 2025, the Committee approved financial metrics and performance goals required to be achieved for any payouts to be made under our STI Program. Under the STI Program, once the calculated STI amount is determined based on performance against the pre-approved goals, 25% of that amount may be modified up or down from 0% to 225% based on each NEO’s individual performance. However, the individual performance modifier may not increase the STI payout above 225% of the NEO’s STI target. The chart below illustrates how STI payouts are calculated for our NEOs:

  42. Short-Term Incentive Program

    | Base Salary $ | r | STI Target %x | Achieved Financial Performance Factor (0% - 225%) | = | STI Calculated Amount $ | | | | NEO STI Target $ Amount | | | | | | | | | | | | 75% of STI Calculated Amount | + | 25% of STI Calculated Amount subject to Individual Performance Modifier (0% - 225%) | = | STI Payout $ |

  43. Short-Term Incentive Program

    Financial Performance. The following table summarizes the 2025 STI Program performance goals and payout opportunities, along with Company and business segment performance for each metric as approved by the Committee.

  44. 2025 Short-Term Incentive Program Summary – Financial Performance

    2025 Short-Term Incentive Program Summary – Financial Performance

  45. ($ in thousands)

    | Company NEOs(1): Alok Maskara, Michael P. Quenzer, Daniel M. Sessa | | Payout Opportunity as a % of Target | | | | | | | | 50% | 100% | 225% | | | | Metric | Weight (%) | Threshold ($) | Target ($) | Maximum ($) | Performance ($) | Weighted Payout % | | Company Core Net Income(2) | 50 | 655,100 | 818,900 | 982,700 | 818,947 | 50.0 | | Company Free Cash Flow(3) | 30 | 490,000 | 700,000 | 910,000 | 640,249 | 25.7 | | Company Adjusted Revenue(4) | 20 | 4,950,000 | 5,500,000 | 6,050,000 | 5,207,144 | 14.7 | | Segment NEO: Sarah R. Martin(1) | | Payout Opportunity as a % of Target | | | | | | | | 50% | 100% | 225% | | | | Metric | Weight (%) | Threshold ($) | Target ($) | Maximum ($) | Performance ($) | Weighted Payout % | | HCS Segment Profit(5) | 50 | 624,200 | 780,300 | 936,400 | 730,019 | 42.0 | | HCS Segment Controllable Cash Flow(6) | 30 | 507,400 | 724,900 | 942,400 | 527,955 | 16.4 | | HCS Segment Revenue(7) | 20 | 3,326,900 | 3,696,500 | 4,066,200 | 3,390,224 | 11.7 | | Segment NEO: Joseph F. Nassab(1) | | Payout Opportunity as a % of Target | | | | | | | | 50% | 100% | 225% | | | | Metric | Weight (%) | Threshold ($) | Target ($) | Maximum ($) | Performance ($) | Weighted Payout % | | BCS Segment Profit(5) | 50 | 353,800 | 442,300 | 530,800 | 435,841 | 48.2 | | BCS Segment Controllable Cash Flow(6) | 30 | 281,800 | 402,600 | 523,400 | 349,524 | 23.4 | | BCS Segment Revenue(7) | 20 | 1,704,900 | 1,894,300 | 2,083,700 | 1,823,036 | 16.2 |

  46. 2025 Short-Term Incentive Targets and Payouts

    2025 Short-Term Incentive Targets and Payouts

  47. 2025 Short-Term Incentive Targets and Payouts

    | | 2025 STI Target | | 2025 STI Payout | | | Name | % of Base Salary | $ | % of Target | $ | | Alok Maskara | 125 | 1,470,313 | 90 | 1,329,604 | | Michael P. Quenzer | 75 | 468,750 | 90 | 423,891 | | Sarah R. Martin(1) | 75 | 305,114 | 80 | 244,884 | | Joseph F. Nassab | 75 | 444,375 | 89 | 396,071 | | Daniel M. Sessa | 75 | 456,563 | 90 | 412,869 |

  48. 2025 Short-Term Incentive Targets and Payouts

    (1)STI payout for Ms. Martin was prorated based on her start date of April 28, 2025. The short-term incentive payments made to the NEOs for 2025, which were approved by the Committee on February 25, 2026, and paid on March 13, 2026, are included in the 2025 Summary Compensation Table under “Non-Equity Incentive Plan Compensation.”

  49. Long-Term Incentive Program

    Long-Term Incentive Program The LTI Program is designed to incentivize those employees who have principal responsibility for our long-term profitability. We believe participation in our LTI Program aligns the interests of our NEOs with the interests of our stockholders. We use a mix of PSUs, RSUs, and SARs in our LTI Program. PSUs and SARs reward performance, as measured by achievement of specified financial objectives for PSUs and stock price growth for SARs. RSUs help us retain key members of management through time-based vesting. The Committee allocated the mix of elements in our LTI Program in a manner designed to drive Company performance, retain key talent, and provide competitive compensation. The annual Lennox long-term incentive award allocations for our NEOs are as follows: The Committee determines the grant date for all long-term incentive awards, which is three trading days following the fourth quarter earnings release. The Committee sets the exercise price of our SARs at 100% of fair market value, which is defined as the average of the high and low NYSE trading prices of our common stock on the date of grant. The target award values under our LTI Program are based on Market data for similar positions using the 50th percentile as a guideline. The number of shares available for grant under the 2019 Equity and Incentive Compensation Plan is also considered. The Committee established the target award values at or near the 50th percentile of the Market for all NEOs. When determining the award for each NEO, the Committee, and, with respect to the CEO, the independent Board members, considered the NEO’s time in position, individual performance and potential, impact on the financial performance of the Company, and internal equity. Once the Committee, or independent Board members with respect to the CEO, determined the target long-term incentive award values for each NEO for the grants, 50% of the value was provided as PSUs, 30% as RSUs, and 20% as SARs. The following table summarizes the target award values and number of awards granted for each NEO:

  50. Long-Term Incentive Program

    | | Target Award Value for February 2025 Awards | | | | Number of Awards Granted in February 2025 | | | | | Name | PSUs ($) | RSUs ($) | SARs ($) | Total ($) | PSUs at Target(1) (#) | RSUs(1) (#) | SARs(2) (#) | Total (#) | | Alok Maskara | 3,250,000 | 1,950,000 | 1,300,000 | 6,500,000 | 5,018 | 3,011 | 7,120 | 15,149 | | Michael P. Quenzer | 675,000 | 405,000 | 270,000 | 1,350,000 | 1,042 | 625 | 1,479 | 3,146 | | Sarah R. Martin(3) | — | — | — | — | — | — | — | — | | Joseph F. Nassab | 650,000 | 390,000 | 260,000 | 1,300,000 | 1,004 | 602 | 1,424 | 3,030 | | Daniel M. Sessa | 625,000 | 375,000 | 250,000 | 1,250,000 | 965 | 579 | 1,369 | 2,913 |

  51. Long-Term Incentive Program

    (1)The number of PSUs and RSUs was determined by dividing the corresponding target award value by the closing price of our common stock on the NYSE averaged over the 15 calendar days ending on January 30, 2025 ($647.623). (2)The number of SARs granted was determined by dividing the corresponding target award value by the Black-Scholes value of our common stock based on the 15 calendar day average closing price of our common stock as of January 30, 2025 ($182.590). (3)Ms. Martin joined the Company on April 28, 2025 and did not receive an LTI grant in February but did receive a make-whole grant for equity forfeited from her prior employer, as discussed in “Leadership Transitions” above. PSUs. To maintain our strong focus on long-term Company performance, 50% of the February 2025 long-term incentive award was granted in the form of PSUs. PSUs generally vest at the end of a three-year performance period. If at least the threshold performance level has been achieved at the end of the performance period, the PSUs are distributed in the form of Company common stock based on the performance achieved. If threshold performance is not achieved, the entire award is forfeited. Dividends are not earned or paid on PSU awards during the three-year performance period. The Committee determines the three-year measurement criteria annually, selecting financial metrics and setting performance goals designed to enhance stockholder value. The Committee certifies the financial performance levels following the end of the performance period and the Company distributes any earned shares. The key attributes of the PSUs granted in February 2025 are summarized in the following table. The Committee established the Return on Invested Capital (“ROIC”) performance goals based on its assessment of desired returns relative to the cost of capital as well as historical and projected ROIC outcomes. Similarly, the Committee set Company core net income growth performance goals based on historical results, projected outcomes of that measure, and expected market conditions. While specific forward-looking performance goals are not included in the table below in light of competitive sensitivities, the following chart broadly describes the performance required to achieve a target payout.

  52. February 2025 PSU Grant

    February 2025 PSU Grant

  53. (for the January 1, 2025 – December 31, 2027 Performance Period)

    (1)Net operating profit after tax, a component of ROIC and a non-GAAP financial measure used for incentive compensation purposes, is net income, adjusted for restructuring charges, gain (loss) on previous dispositions, acquisition costs, and certain other items. (2)Company core net income, a non-GAAP financial measure, is GAAP net income, adjusted for after-tax impacts of gain (loss) on sale of previous dispositions, restructuring charges, acquisition costs, and certain other items. The PSUs granted in 2025 are included in the 2025 Grants of Plan Based Awards table in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns. December 2022 PSU Grant. The key attributes of the PSUs granted in December 2022, which vested on December 31, 2025, are summarized in the following table along with the financial performance goals and payout opportunities versus performance. In 2025, NEOs earned a payout of approximately 196% of target for the PSUs granted in December 2022. The payout value is reflected in the 2025 Option/SAR Exercises and Stock Vested Table in the “Stock Awards - Value Realized on Vesting” column.

  54. December 2022 PSU Grant

    December 2022 PSU Grant

  55. (for the January 1, 2023 – December 31, 2025 Performance Period)

    (1)Net operating profit after tax, a component of ROIC and a non-GAAP financial measure used for incentive compensation purposes, is income from continuing operations, adjusted for restructuring charges, impairments on assets held for sale, gain (loss) on previous dispositions, non-core business results, certain legal charges and contingency adjustments, pension settlement charges, and certain other items. (2)Company core net income, a non-GAAP financial measure, is GAAP net income from continuing operations, adjusted for after-tax impacts of restructuring charges, certain legal charges and contingency adjustments, impairments on assets held for sale, gain (loss) on previous dispositions, non-core business results, and certain other items. RSUs. To support our leadership retention objectives, 30% of the February 2025 LTI award was granted in the form of RSUs. RSUs generally vest and are distributed in shares of Company common stock three years following the date of grant if the recipient remains an employee of the Company and all other conditions of the award are met. Dividends are not earned or paid on RSUs during the three-year vesting period. The number of shares granted to our NEOs in 2025 is included in the 2025 Grants of Plan-Based Awards Table in the “All Other Stock Awards: Number of Shares of Stock or Units” column. SARs. To incentivize NEOs to grow our business and deliver increased returns to our stockholders, 20% of the February 2025 LTI award was granted in the form of SARs. SARs vest in one-third increments on each anniversary of the date of grant. Upon the exercise of vested SARs, the increase between the fair market value of our common stock on the date of grant and the fair market value on the date of the SAR exercise is paid in Company common stock. The grant date fair value and the SAR exercise price are determined on the date of grant. SARs granted in February 2025 expire seven years from the date of grant. The number of SARs granted to our NEOs in 2025 is included in the 2025 Grants of Plan-Based Awards Table in the “All Other Option Awards: Number of Securities Underlying Options” column.

  56. Employment Agreements

    Employment Agreements We have employment agreements with each NEO as reviewed and approved by the Committee. We believe employment agreements are helpful in attracting and retaining top executive talent and for financial and business planning purposes. Our employment agreements and the potential payments and benefits to which each NEO would be entitled in the event of termination of employment are discussed in the “Potential Payments Upon Termination or Change in Control” section.

  57. Change in Control Severance Plan

    Change in Control Severance Plan We believe change in control (“CIC”) benefits are necessary to (1) retain key executives during periods of uncertainty; (2) enable executives to objectively evaluate, negotiate, and execute a CIC transaction; (3) encourage executives to remain focused on running the business rather than seeking other employment in the event of a possible CIC; (4) preserve stockholder value by providing continuity of management during a transition period; and (5) provide benefit to the Company in the form of restrictive covenants, such as non-compete and non-solicitation provisions. In December 2022, the Company and its NEOs terminated each NEO’s existing CIC agreement and the Company adopted a CIC Severance Plan (as summarized below), which included the following changes to better align with market practices: •Replaced single-trigger equity vesting with double-trigger equity vesting; •Eliminated excise tax gross-ups; •Reduced cash severance for NEOs (other than the CEO) from three times base pay and target bonus to two times base pay and target bonus; •Eliminated 15% of base salary payment in lieu of outplacement services, and replaced it with actual outplacement services; •Eliminated 45% of base salary payment in lieu of perquisites; •Eliminated incremental age and years of service benefit under Supplemental Retirement Plan; and •Reduced NEO (other than the CEO) health care coverage from 36 months to 24 months. Our CIC Severance Plan and the potential payments and benefits to which each NEO would be entitled in the event of a CIC are discussed in the “Potential Payments Upon Termination or Change in Control” section.

  58. Equity Grant Practices

    Equity Grant Practices The Committee, or the Board with respect to the CEO’s equity award, approves the monetary value of the equity compensation to be awarded to executive officers annually at their regularly-scheduled December meetings. The equity grant occurs on the third trading day after the Company issues its fourth quarter earnings release in January. The values approved in December are converted into units, using the average daily closing price over fifteen calendar days prior to grant, with the fifteenth day being the first trading day after the Company’s fourth quarter earnings release. The SAR exercise price is equal to the average of the high and low NYSE trading prices of the common shares on the date of grant. The Committee does not take material nonpublic information into account when determining the timing and terms of LTI equity awards. Instead, the timing of grants is in accordance with the yearly compensation cycle, with awards granted at the start of the new fiscal year to incentivize the executives to deliver on the Company’s strategic objectives for the new fiscal year. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation. The Company did not grant any SARs to NEOs of the Company in the last completed fiscal year during the period from four business days before to one business day after the filing of any of the Company’s Quarterly Reports on Form 10-Q, Annual Report on Form 10-K, or the filing or furnishing of any Current Report on Form 8-K that discloses material nonpublic information.

  59. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation In addition to the closed non-qualified defined benefit Supplemental Retirement Plan, the Company also maintains a frozen non-qualified defined contribution Profit Sharing Restoration Plan.

  60. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table provides information regarding the total compensation of each of the Company’s NEOs for the years ended December 31, 2025, 2024, and 2023, as applicable.

  61. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Alok Maskara | 2025 | 1,176,250 | — | 4,500,496 | 1,149,880 | 1,329,604 | — | 277,925 | 8,434,155 | | President and Chief Executive Officer | 2024 | 1,131,250 | — | 4,429,662 | 1,125,423 | 2,948,762 | — | 272,814 | 9,907,911 | | | 2023 | 1,064,750 | — | — | — | 2,729,934 | — | 1,188,979 | 4,983,663 | | Michael P. Quenzer | 2025 | 625,000 | — | 934,403 | 238,859 | 423,891 | — | 123,916 | 2,346,069 | | Executive Vice President, Chief Financial Officer | 2024 | 550,000 | — | 776,931 | 197,488 | 896,033 | — | 83,876 | 2,504,328 | | Sarah R. Martin | 2025 | 406,818 | 500,000 | 1,213,184 | — | 244,884 | — | 24,040 | 2,388,926 | | Executive Vice President and President, Home Comfort Solutions | | | | | | | | | | | Joseph F. Nassab | 2025 | 592,500 | — | 900,211 | 229,976 | 396,071 | — | 118,679 | 2,237,437 | | Executive Vice President and President, Building Climate Solutions | 2024 | 561,250 | — | 932,830 | 236,931 | 855,766 | — | 116,191 | 2,702,968 | | | 2023 | 531,250 | — | — | — | 873,893 | — | 184,994 | 1,590,137 | | Daniel M. Sessa | 2025 | 608,750 | — | 865,458 | 221,094 | 412,869 | 1,480,469 | 51,023 | 3,639,663 | | Executive Vice President, Chief Human Resources Officer | 2024 | 585,000 | — | 932,830 | 236,931 | 953,053 | 867,150 | 50,768 | 3,625,732 | | | 2023 | 566,250 | — | — | — | 907,387 | 253,146 | 49,800 | 1,776,583 |

  62. 2025 Summary Compensation Table

    (1)The amounts shown represent the grant date fair value of the aggregate amount of all stock awards for each year, in accordance with FASB ASC Topic 718, in connection with RSUs and PSUs granted under the 2019 Equity and Incentive Compensation Plan. Assumptions used in calculating these amounts are described in Note 15 of the Consolidated Financial Statements for the fiscal year ended December 31, 2025, included in our Form 10-K. Amounts for 2025 PSUs reflect the probable outcome for the awards on the grant date, valued at the date of grant in accordance with FASB ASC Topic 718. If the PSUs were valued at maximum performance levels, the total PSU value at grant would be as follows:

  63. 2025 Summary Compensation Table

    | | PSU Value at Maximum Performance Levels ($) | | | | Name | 2023 | 2024 | 2025 | | Alok Maskara | n/a | 5,537,184 | 5,625,479 | | Michael P. Quenzer | n/a | 971,271 | 1,168,145 | | Sarah R. Martin | n/a | n/a | 728,013 | | Joseph F. Nassab | n/a | 1,166,038 | 1,125,544 | | Daniel M. Sessa | n/a | 1,166,038 | 1,081,823 |

  64. 2025 Summary Compensation Table

    (2)The amounts shown represent the grant date fair value of the aggregate amount of all SAR awards for each year, in accordance with FASB ASC Topic 718, in connection with SARs granted under the 2019 Equity and Incentive Compensation Plan. Assumptions used in calculating these amounts are included in Note 15 of the Consolidated Financial Statements for the fiscal year ended December 31, 2025, included in our Form 10-K. (3)The amounts shown represent the aggregate change in the actuarial present value of accumulated pension benefits that accrued during the applicable year under our closed defined benefit Supplemental Retirement Plan and frozen Consolidated Pension Plan, each as discussed under “Retirement Plans,” as a result of changes in the valuation discount rate, changes in compensation, and an additional one year of service, as applicable. Mr. Maskara, Mr. Quenzer, Ms. Martin, and Mr. Nassab do not participate in the Supplemental Retirement Plan or Consolidated Pension Plan. No above-market interest on nonqualified deferred compensation was earned. (4)The amounts shown include perquisites and other compensation. The following table identifies the amounts attributable to each category of perquisites and other compensation in 2025 for each NEO.

  65. 2025 Summary Compensation Table

    | | Perquisites | | | | Other Compensation | | | | Name | Cash Stipend ($) | Company Equipment and Installation ($) | Matching Charitable Contributions ($) | Other ($) | Term Life Insurance Premium ($) | Retirement Contributions ($) | Total ($) | | Alok Maskara | 30,000 | — | 110 | — | 314 | 247,501 | 277,925 | | Michael P. Quenzer | 30,000 | 2,556 | — | — | 98 | 91,262 | 123,916 | | Sarah R. Martin | 20,341 | — | 60 | — | 230 | 3,409 | 24,040 | | Joseph F. Nassab | 30,000 | — | 1,760 | — | 23 | 86,896 | 118,679 | | Daniel M. Sessa | 30,000 | — | — | — | 23 | 21,000 | 51,023 |

  66. 2025 Summary Compensation Table

    The values attributable to each item listed above are calculated as follows: •Cash Stipend — Cash paid to each NEO in lieu of individual perquisites. •Company Equipment and Installation — Company equipment is based on the purchase price of the equipment, adjusted in accordance with our employee rebate program. Installation of this equipment is based on the cost for installation paid by the Company in 2025. •Matching Charitable Contributions — Represents matching contributions to qualified 501(c)(3) charities paid by the LII Lennox Foundation, a private corporate foundation, in 2025. The LII Lennox Foundation matches charitable contributions for full-time employees on a one-for-one basis up to an annual cap ($10,000 in 2025). This also includes volunteer rewards, in which the LII Lennox Foundation provides $50 per hour volunteered to donate back to a qualified non-profit of the employee’s choice. •Term Life Insurance Premiums — The amounts shown are based on the incremental cost paid in 2025 on behalf of each NEO for Basic Life and Basic Accidental Death and Dismemberment over and above the premiums we would otherwise pay under our life insurance program for other employees. •Retirement Contributions — Mr. Maskara received $226,501, Mr. Quenzer received $70,262, Ms. Martin received $3,409, and Mr. Nassab received $65,896 in Company contributions made under our nonqualified defined contribution Supplemental Restoration Plan. This nonqualified plan provides market-competitive retirement benefits by providing contributions that could not otherwise occur due to compensation limits under the Code for qualified 401(k) plans. All NEOs other than Ms. Martin received $21,000 in Company contributions made under our qualified 401(k) Plan.

  67. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table provides information regarding short-term incentive awards and long-term incentive awards (PSUs, RSUs, and SARs) granted under the 2019 Equity and Incentive Compensation Plan to our NEOs in 2025.

  68. 2025 Grants of Plan-Based Awards

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh)(5) | Closing Market Price on Date of Grant ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | | | Board Approval Date | | | | | | | | | | | | | Name | Grant Date | | Threshold ($) | Target ($) | Max. ($) | Threshold (#) | Target (#) | Max. (#) | | | | | | | Alok Maskara | — | — | 735,157 | 1,470,313 | 3,308,204 | | | | | | | | | | | 2/3/2025 | 12/6/2024 | | | | 2,509 | 5,018 | 10,036 | | | | | 2,812,740 | | | 2/3/2025 | 12/6/2024 | | | | | | | 3,011 | | | | 1,687,756 | | | 2/3/2025 | 12/6/2024 | | | | | | | | 7,120 | 576.28 | 582.93 | 1,149,880 | | Michael P. Quenzer | — | — | 234,375 | 468,750 | 1,054,688 | | | | | | | | | | | 2/3/2025 | 12/5/2024 | | | | 521 | 1,042 | 2,084 | | | | | 584,072 | | | 2/3/2025 | 12/5/2024 | | | | | | | 625 | | | | 350,331 | | | 2/3/2025 | 12/5/2024 | | | | | | | | 1,479 | 576.28 | 582.93 | 238,859 | | Sarah R. Martin | — | — | 152,557 | 305,114 | 686,507 | | | | | | | | | | | 4/28/2025 | 2/28/2025 | | | | 353 | 706 | 1,412 | | | | | 364,007 | | | 4/28/2025 | 2/28/2025 | | | | | | | 1,647 | | | | 849,177 | | Joseph F. Nassab | — | — | 222,188 | 444,375 | 999,844 | | | | | | | | | | | 2/3/2025 | 12/5/2024 | | | | 502 | 1,004 | 2,008 | | | | | 562,772 | | | 2/3/2025 | 12/5/2024 | | | | | | | 602 | | | | 337,439 | | | 2/3/2025 | 12/5/2024 | | | | | | | | 1,424 | 576.28 | 582.93 | 229,976 | | Daniel M. Sessa | — | — | 228,282 | 456,563 | 1,027,267 | | | | | | | | | | | 2/3/2025 | 12/5/2024 | | | | 483 | 965 | 1,930 | | | | | 540,911 | | | 2/3/2025 | 12/5/2024 | | | | | | | 579 | | | | 324,547 | | | 2/3/2025 | 12/5/2024 | | | | | | | | 1,369 | 576.28 | 582.93 | 221,094 |

  69. 2025 Grants of Plan-Based Awards

    (1)The amounts shown represent award opportunities under our STI Program for 2025. The awards were paid March 13, 2026, in the amounts included in the 2025 Summary Compensation Table. (2)The amounts shown represent the PSUs granted, which to the extent earned, will vest and be distributed in shares of our common stock at the end of the three-year performance period ending December 31, 2027. (3)The amounts shown represent the RSUs granted, which generally vest and will be distributed in shares of our common stock on the third anniversary of the date of grant, except for the one-time sign-on award granted to Ms. Martin to replicate the amount and timing of the long-term incentive compensation forfeited from her prior employer, 50% of which vests on the date that is 18 months following the date of grant and the remaining 50% of which vests on the date that is 36 months following the date of grant. (4)The amounts shown represent the SARs granted, which generally vest in one-third increments on each of the first three anniversaries of the date of grant and expire seven years from the date of grant. (5)The amounts shown reflect the exercise price of SARs granted, based on the average of the high and low NYSE trading prices of our common stock on the date of grant. (6)The amounts shown represent the grant date fair values of PSUs, RSUs and SARs, calculated in accordance with FASB ASC Topic 718. The grant date fair value for SARs was determined using the Black-Scholes valuation model. The grant date fair value for the PSU and RSU awards equals the dividend-discounted value of our common stock on the date of grant. The assumptions used to calculate the grant date fair values of such awards are set forth below.

  70. 2025 Grants of Plan-Based Awards

    | | | Assumptions | | | | | | | Grant Date | Award | Volatility (%) | Expected Life (Years) | Dividend Yield (%) | Risk Free Interest Rate (%) | FMV Based on Average High/ Low NYSE Trading Prices on Date of Grant ($) | Grant Date Fair Value Per Share ($) | | 2/3/2025 | PSU | — | — | 0.92 | — | 576.28 | 560.53 | | 4/28/2025 | PSU | | | 0.92 | | 531.34 | 515.59 | | 2/3/2025 | RSU | — | — | 0.92 | — | 576.28 | 560.53 | | 4/28/2025 | RSU 1.5-year vest | | | 0.92 | | 531.34 | 515.59 | | 4/28/2025 | RSU 3-year vest | | | 0.92 | | 531.34 | 515.59 | | 2/3/2025 | SAR | 29.95 | 4.09 | 0.97 | 4.28 | 576.28 | 161.50 |

  71. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information regarding all outstanding equity awards held by our NEOs as of December 31, 2025.

  72. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Options/SAR Awards(1) | | | | | Stock Awards | | | | | Name | Grant Date for Options/ SARs | Number of Securities Underlying Unexercised Options/ SARs (#) Exercisable(1) | Number of Securities Underlying Unexercised Options/ SARs (#) Unexercisable(1) | Option/ SAR Exercise Price ($/Sh)(2) | Option/ SAR Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Alok Maskara | 12/9/2022 | 15,047 | — | 259.56 | 12/9/2029 | 6,900 | 3,350,502 | 23,000 | 11,168,340 | | | 2/5/2024 | 2,786 | 5,574 | 418.69 | 2/5/2031 | | | | | | | 2/3/2025 | — | 7,120 | 576.28 | 2/3/2032 | | | | | | Michael P. Quenzer | 12/11/2020 | 635 | — | 278.00 | 12/11/2027 | 1,307 | 634,653 | 4,358 | 2,116,158 | | | 12/10/2021 | 556 | — | 328.65 | 12/10/2028 | | | | | | | 12/9/2022 | 632 | — | 259.56 | 12/9/2029 | | | | | | | 2/5/2024 | 489 | 978 | 418.69 | 2/5/2031 | | | | | | | 2/3/2025 | — | 1,479 | 576.28 | 2/3/2032 | | | | | | Sarah R. Martin | — | — | — | — | — | 1,647 | 799,750 | 1,412 | 685,639 | | Joseph F. Nassab | 12/13/2019 | 1,517 | — | 257.08 | 12/13/2026 | 1,421 | 690,009 | 4,738 | 2,300,678 | | | 12/11/2020 | 1,000 | — | 278.00 | 12/11/2027 | | | | | | | 12/10/2021 | 973 | — | 328.65 | 12/10/2028 | | | | | | | 12/9/2022 | 2,859 | — | 259.56 | 12/9/2029 | | | | | | | 2/5/2024 | 586 | 1,174 | 418.69 | 2/5/2031 | | | | | | | 2/3/2025 | — | 1,424 | 576.28 | 2/3/2032 | | | | | | Daniel M. Sessa | 12/13/2019 | 5,058 | — | 257.08 | 12/13/2026 | 1,398 | 678,841 | 4,660 | 2,262,803 | | | 12/11/2020 | 3,334 | — | 278.00 | 12/11/2027 | | | | | | | 12/10/2021 | 3,059 | — | 328.65 | 12/10/2028 | | | | | | | 12/9/2022 | 3,461 | — | 259.56 | 12/9/2029 | | | | | | | 2/5/2024 | 586 | 1,174 | 418.69 | 2/5/2031 | | | | | | | 2/3/2025 | — | 1,369 | 576.28 | 2/3/2032 | | | | |

  73. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1)Outstanding unvested SARs vest in one-third increments on each of the first three anniversaries of the date of grant, with the first anniversary date occurring one year after the date of grant. (2)Pursuant to the 2019 Equity and Incentive Compensation Plan, the exercise price for all outstanding SARs is based on the grant date fair market value, which is the average of the high and low NYSE trading prices of our common stock on the date of grant. (3)The amounts shown represent all outstanding RSUs held by the NEOs. Refer to column (a) of the table in footnote 5 below for the vesting dates of such awards. (4)The amounts shown are based on the NYSE closing price of our common stock on December 31, 2025 ($485.58). (5)The amounts shown represent outstanding PSUs held by the NEOs. Refer to column (b) of the table below for the vesting dates of such awards and the performance assumptions used to calculate the number of unvested PSUs.

  74. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | (a) Shares or Units of Stock That Have Not Vested | | (b) Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights That Have Not Vested | | | | Name | Number of Awards | Vesting Date | Number of Awards | Vesting Date | Performance Assumption | | Alok Maskara | 3,889 | 2/5/2027 | 12,964 | 12/31/2026 | Max | | | 3,011 | 2/3/2028 | 10,036 | 12/31/2027 | Max | | Total | 6,900 | | 23,000 | | | | Michael P. Quenzer | 682 | 2/5/2027 | 2,274 | 12/31/2026 | Max | | | 625 | 2/3/2028 | 2,084 | 12/31/2027 | Max | | Total | 1,307 | | 4,358 | | | | Sarah R. Martin | 823 | 10/28/2026 | 1,412 | 12/31/2027 | Max | | | 824 | 4/28/2028 | 1,412 | | | | Total | 1,647 | | | | | | Joseph F. Nassab | 819 | 2/5/2027 | 2,730 | 12/31/2026 | Max | | | 602 | 2/3/2028 | 2,008 | 12/31/2027 | Max | | Total | 1,421 | | 4,738 | | | | Daniel M. Sessa | 819 | 2/5/2027 | 2,730 | 12/31/2026 | Max | | | 579 | 2/3/2028 | 1,930 | 12/31/2027 | Max | | Total | 1,398 | | 4,660 | | |

  75. 2025 Option/SAR Exercises and Stock Vested

    2025 Option/SAR Exercises and Stock Vested The following table provides information regarding the exercise of SARs by our NEOs and the vesting of RSUs and PSUs held by our NEOs for 2025.

  76. 2025 Option/SAR Exercises and Stock Vested

    | | Options/SAR Awards | | Stock Awards | | | | Name | Number of SARs Exercised (#) | Value Realized on Exercise ($) | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Alok Maskara | — | — | RSU | 5,861 | 2,931,233 | | | | | PSU | 19,184 | 9,217,480 | | Michael P. Quenzer | — | — | RSU | 246 | 123,031 | | | | | PSU | 805 | 386,784 | | Sarah R. Martin | — | — | RSU | — | — | | | | | PSU | — | — | | Joseph F. Nassab | — | — | RSU | 2,312 | 1,306,500 | | | | | RSU | 1,114 | 557,139 | | | | | PSU | 3,645 | 1,751,340 | | Daniel M. Sessa | — | — | RSU | 1,348 | 674,169 | | | | | PSU | 4,413 | 2,120,347 |

  77. 2025 Option/SAR Exercises and Stock Vested

    (1)The dollar amounts shown for RSUs and PSUs are based on the average of the high and low NYSE trading prices of our common stock on the day of distribution.

  78. 2025 Pension Benefits

    2025 Pension Benefits The following table provides information regarding the number of years of service credited to each NEO, the present value of accumulated benefits payable to each NEO under our frozen Consolidated Pension Plan and our Supplemental Retirement Plan as of December 31, 2025, and payments made to each NEO in 2025 under such plans.

  79. 2025 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Alok Maskara(2) | Consolidated Pension Plan (Frozen) | N/A | N/A | — | | | Supplemental Retirement Plan (Closed) | N/A | N/A | — | | Michael P. Quenzer(2) | Consolidated Pension Plan (Frozen) | N/A | N/A | — | | | Supplemental Retirement Plan (Closed) | N/A | N/A | — | | Sarah R. Martin(2) | Consolidated Pension Plan (Frozen) | N/A | N/A | — | | | Supplemental Retirement Plan (Closed) | N/A | N/A | — | | Joseph F. Nassab(2) | Consolidated Pension Plan (Frozen) | N/A | N/A | — | | | Supplemental Retirement Plan (Closed) | N/A | N/A | — | | Daniel M. Sessa | Consolidated Pension Plan (Frozen) | 1.7 | 37,229 | — | | | Supplemental Retirement Plan (Closed) | 15.0 | 7,211,202 | — |

  80. 2025 Pension Benefits

    (1)The actuarial present value of the lump-sum accumulated benefit payable at December 31, 2025, is equal to the annualized present value factor, multiplied by the monthly benefit. The amounts shown are calculated in accordance with FASB ASC Topic 715, using a 4.59% interest (discount) rate for the Supplemental Retirement Plan and 5.60% for the Consolidated Pension Plan as of December 31, 2025, and the Pri-2012 healthy retiree mortality rates, with a white collar adjustment, with generational projections of mortality improvement using scale MP-2021. The calculations assume payments are deferred until age 65 for all participants under our frozen Consolidated Pension Plan and until the earliest unreduced retirement age for each participant under our Supplemental Retirement Plan. Additional assumptions are included in Note 10 of the Consolidated Financial Statements for the fiscal year ended December 31, 2025, included in our Form 10-K. (2)Mr. Maskara, Mr. Quenzer, Ms. Martin, and Mr. Nassab are not eligible to participate in the frozen Consolidated Pension Plan or the closed Supplemental Retirement Plan.

  81. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation The following table provides information regarding contributions, earnings, withdrawals, and distributions under our frozen Profit Sharing Restoration Plan and our Defined Contribution Supplemental Restoration Plan in 2025 for each NEO, as well as each NEO’s aggregate balance in such plan at December 31, 2025.

  82. 2025 Nonqualified Deferred Compensation

    | Name | Plan Name | Executive Contributions in Last Year ($) | Company Contributions in Last Year ($)(1) | Aggregate Earnings in Last Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Year-End ($)(3) | | Alok Maskara(4) | Profit Sharing Restoration Plan (Frozen) | N/A | N/A | N/A | N/A | N/A | | | Supplemental Restoration Retirement Plan | — | 226,501 | 107,613 | — | 692,237 | | Michael P. Quenzer(4) | Profit Sharing Restoration Plan (Frozen) | N/A | N/A | N/A | N/A | N/A | | | Supplemental Restoration Retirement Plan | — | 70,262 | 17,763 | — | 121,373 | | Sarah R. Martin(4) | Profit Sharing Restoration Plan (Frozen) | N/A | N/A | N/A | N/A | N/A | | | Supplemental Restoration Retirement Plan | — | 3,409 | (3) | — | 3,406 | | Joseph F. Nassab(4) | Profit Sharing Restoration Plan (Frozen) | N/A | N/A | N/A | N/A | N/A | | | Supplemental Restoration Retirement Plan | — | 65,896 | 35,082 | — | 242,572 | | Daniel M. Sessa(5) | Profit Sharing Restoration Plan (Frozen) | — | — | 4,433 | — | 32,416 | | | Supplemental Restoration Retirement Plan | N/A | N/A | N/A | N/A | N/A |

  83. 2025 Nonqualified Deferred Compensation

    (1)Amounts listed in this column were reported as compensation for the last fiscal year in the “All Other Compensation” column of the 2025 Summary Compensation Table. (2)No amounts listed in the Aggregate Earnings column were reported in the 2025 Summary Compensation Table. (3)The aggregate balance reported is the total compensation contributed in any prior period (which amounts were included in the Summary Compensation Table in prior years for any years in which the individual served as an NEO) and any net earnings on such compensation. (4)Mr. Maskara, Mr. Quenzer, Ms. Martin, and Mr. Nassab were not eligible to participate in the Profit Sharing Restoration Plan prior to the plan being frozen in 2009. (5)Mr. Sessa is not eligible to participate in the Defined Contribution Supplemental Restoration Retirement Plan since he became an executive officer before January 1, 2019.

  84. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  85. Payments Made Upon Retirement

    Payments Made Upon Retirement If an NEO retires, he or she is entitled to receive his or her base salary through the last day of employment, a payment under our short-term incentive program based on company performance (prorated through the NEO’s last day of employment) and a lump-sum payment equal to unused, accrued vacation days. In addition, with respect to long-term incentive awards: •unvested SARs terminate on the NEO’s last day of employment and vested SARs remain exercisable for the remainder of the term of the award; •for RSUs, the NEO receives a prorated portion of shares based on the date of retirement at the end of the applicable vesting period; and •for PSUs, the NEO receives, to the extent earned based on achievement of specific performance measures, a prorated portion of shares based on the date of retirement at the end of the applicable performance period. NEOs are eligible for retirement treatment for their long-term incentive awards if (i) they are at least age 65; (ii) they are at least age 62 and have 10 years of service; or (iii) if age plus years of service total 80. At December 31, 2025, no NEO was eligible for retirement treatment for their long-term incentive awards.

  86. Tables Illustrating Potential Payments Upon Termination or Change in Control

    Tables Illustrating Potential Payments Upon Termination or Change in Control The following tables provide information regarding the benefits to which each NEO would be entitled in the event of termination of such individual’s employment with our Company under specified circumstances, including a CIC. Except as otherwise noted, the amounts shown (1) are estimates only, and (2) assume that (a) termination was effective as of December 31, 2025, (b) the NEO did not take any vacation days in 2025, (c) in the case of disability, the NEO elects to receive “enhanced severance benefits,” (d) in the case of CIC, the NEO terminates for “good reason” or is involuntarily terminated without cause, and (e) that financial performance is tracking at target for PSU awards. The amounts shown for Long-Term Equity Accelerated Vesting reflect pro-rata vesting of unvested RSUs and PSUs in the event of retirement, death, and disability and immediate vesting of unvested SARs in the event of death and disability, as described above. These amounts are based on the NYSE closing price of our common stock on December 31, 2025, which was $485.58. The tables do not include pension or deferred compensation benefits described above under 2025 Pension Benefits and 2025 Nonqualified Deferred Compensation.

  87. Daniel M. Sessa

    | CEO Pay Ratio |

  88. Daniel M. Sessa

    | Pay Versus Performance Disclosure |

  89. Pay Versus Performance Table

    Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” or “CAP” and certain financial performance of the Company. You should refer to the “Compensation Discussion and Analysis” in this proxy statement for a more detailed description of how executive compensation relates to Company performance and how the Compensation and Human Resources Committee makes its decisions.

  90. Pay Versus Performance Table

    | Year (a) | Summary Compensation Table (SCT) Total for PEO 1 (Todd M. Bluedorn) (b)(1) ($) | Compensation Actually Paid (“CAP”) to PEO 1 (Todd M. Bluedorn) (c)(1) ($) | SCT Total for PEO 2 (Todd J. Teske) (b)(1) ($) | CAP to PEO 2 (Todd J. Teske) (c)(1) ($) | SCT Total for PEO 3 (Alok Maskara) (b)(1) ($) | CAP to PEO 3 (Alok Maskara) (c)(1)(2) ($) | Average SCT Total for Non-PEO Named Executive Officers (d) ($) | Average CAP to Non-PEO Named Executive Officers (e)(1)(2) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in $millions) (h)(4) ($) | Company Core Net Income (in $millions) (i)(5) ($) | | | | | | | | | | | Total Shareholder Return (f)(3) ($) | Peer Group Total Shareholder Return (g)(3) ($) | | | | 2025 | — | — | — | — | 8,434,155 | 1,717,504 | 2,653,024 | 1,359,278 | 188.04 | 175.89 | 805.8 | 818.9 | | 2024 | — | — | — | — | 9,907,911 | 26,216,189 | 3,164,046 | 5,947,816 | 233.73 | 160.55 | 811.1 | 808.4 | | 2023 | — | — | — | — | 4,983,663 | 17,440,536 | 2,113,404 | 4,640,007 | 170.27 | 141.49 | 591.2 | 641.8 | | 2022 | 307,131 | (14,370,215) | 593,636 | 493,206 | 10,097,779 | 11,097,872 | 2,397,526 | 1,399,029 | 89.83 | 108.97 | 497.1 | 505.3 | | 2021 | 5,027,345 | 14,483,856 | — | — | — | — | 3,314,344 | 4,935,005 | 119.70 | 132.02 | 464.0 | 464.5 |

  91. Pay Versus Performance Table

    (1)Todd M. Bluedorn (“PEO 1”) served as our principal executive officer (“PEO”) from January 1, 2022 to March 23, 2022, and for the full year of 2021. Todd J. Teske (“PEO 2”) served as our PEO from March 23, 2022, through May 8, 2022. Alok Maskara (“PEO 3”) has served as our PEO from May 9, 2022, to present. For 2025, our non-PEO NEOs were Michael P. Quenzer, Sarah R. Martin, Joseph F. Nassab, and Daniel M. Sessa. For 2024, our non-PEO NEOs were Michael P. Quenzer, Gary S. Bedard, Daniel M. Sessa, and John D. Torres. For 2023, our non-PEO NEOs were Joseph W. Reitmeier, Joseph F. Nassab, Daniel M. Sessa, John D. Torres, and Douglas L. Young. For 2022, our non-PEO NEOs were Joseph W. Reitmeier, Gary S. Bedard, Douglas L. Young, and Joseph F. Nassab. For 2021, our non-PEO NEOs were Joseph W. Reitmeier, Douglas L. Young, Daniel M. Sessa, and John D. Torres. (2)For 2025, the values included in these columns for the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs reflect the following adjustments to the values included in column (b) and column (d), respectively:

  92. Pay Versus Performance Table

    | | Alok Maskara (PEO 3) | Average for Non- PEO NEOs | | Summary Compensation Table Total Compensation | 8,434,155 | 2,653,024 | | - aggregate change in actuarial present value of pension benefits | — | 370,117 | | + service cost of pension benefits | — | -11,828 | | + prior service cost of pension benefit | — | — | | - SCT “Stock Awards” column value | 4,500,496 | 978,314 | | - SCT “Option Awards” column value | 1,149,880 | 172,482 | | + year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | 4,966,103 | 1,045,754 | | [+/-] change in fair value (from prior year-end to covered year-end) of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | -2,615,752 | -390,157 | | + vesting date fair value of equity awards granted and vested in the covered year | — | — | | [+/-] change in fair value (from prior year-end to vesting date) of equity awards granted in prior years that vested in the covered year | -3,416,626 | -416,602 | | - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | — | — | | + dollar value of dividends/earnings paid on equity awards in the covered year | — | — | | Compensation Actually Paid | 1,717,504 | 1,359,278 |

  93. Pay Versus Performance Table

    The fair values reflected for equity awards are calculated in a manner consistent with the methodology used to account for share-based payments in our financial statements, as described in Note 15 of the Consolidated Financial Statements for the fiscal year ended December 31, 2025, included in our Form 10-K. (3)For purposes of this pay versus performance disclosure, our peer group consists of the following entities for 2025, which are the same entities included in the peer group for 2024: A. O. Smith Corporation, Acuity Inc., Dover Corporation, Flowserve Corporation, Fortune Brands Innovations, Inc., Hubbell Incorporated, IDEX Corporation, Masco Corporation, Owens Corning, Pentair plc, Regal Rexnord Corporation, Rockwell Automation, Inc., Snap-On Incorporated, The Timken Company, and Xylem Inc. (the “Peer Group”). (4)In 2025, we elected to change our method of accounting for certain inventories, as more fully described in our Form 10-K. Net income for 2023 and 2024 reflects the retrospective application of this change. (5)Company core net income, a non-GAAP financial measure, is income from continuing operations, adjusted for restructuring charges, certain legal charges and contingency adjustments, impairments on assets held for sale, gain (loss) on sale of previous dispositions, non-core business results, and certain other items. Prior years have not been adjusted for the accounting method change described in footnote (4), as compensation was determined based on the prior methodology.

  94. Pay Versus Performance Relationship Descriptions

    Pay Versus Performance Relationship Descriptions The following graphical comparisons provide descriptions of the relationships between certain figures included in the Pay Versus Performance table for each of 2025, 2024, 2023, 2022, and 2021, including: (a) a comparison between our cumulative total shareholder return and the total shareholder return of the Peer Group; and (b) comparisons between (i) the compensation actually paid to the three PEOs, and the average compensation actually paid to our non-PEO NEOs and (ii) each of the performance measures set forth in columns (f), (h) and (i) of the Pay Versus Performance table.