DEF 14A of Allegion plc, Apr 18, 2025

DEF 14A of Allegion plc

Filed Apr 18, 2025 · FY20240001104659-25-036159

Open on EDGAR

  1. OUR DIRECTOR NOMINEES

    OUR DIRECTOR NOMINEES Set forth below is summary information about each director nominee.

  2. OUR DIRECTOR NOMINEES

    | | | | | | Committee Memberships | | | | | | | Nominee | Age* | Director Since | Principal Occupation | Independent | | | | Tenure** | Gender | Race | | Susan L. Main | 66 | 2023 | Former Senior Vice President and Chief Financial Officer of Teledyne Technologies Incorporated | | C | ● | ● | 1.7 | Female | White | | Steven C. Mizell | 65 | 2020 | Retired Executive Vice President and Chief Human Resources Officer of Merck & Co., Inc. | | ● | C | ● | 5.3 | Male | Black / African American | | Nicole Parent Haughey | 53 | 2017 | Former Chief Operating Officer of Island Creek Oysters | | ● | ● | ● | 7.8 | Female | White | | Lauren B. Peters | 63 | 2021 | Former Executive Vice President and Chief Financial Officer of Foot Locker, Inc. | | ● | ● | C | 3.9 | Female | White | | Ellen Rubin | 56 | 2023 | Former CEO of Causely, Inc. | | ● | ● | ● | 2.2 | Female | White | | Gregg C. Sengstack | 66 | 2024 | Executive Chairperson of Franklin Electric Co., Inc. | | ● | ● | ● | 0.5 | Male | White | | John H. Stone | 54 | 2022 | President and Chief Executive Officer of Allegion plc | | | | | 2.9 | Male | White | | Dev Vardhan | 65 | 2020 | Former Senior Partner of McKinsey & Company | | ● | ● | ● | 4.6 | Male | Asian |

  3. OUR DIRECTOR NOMINEES

    | | Audit and Finance Committee | | Compensation and Human Capital Committee | | Corporate Governance and Nominating Committee | C Chair |

  4. OUR DIRECTOR NOMINEES

    * Age calculated as of April 1, 2025

  5. 2025 DIRECTOR NOMINEES

    2025 DIRECTOR NOMINEES

  6. 2025 DIRECTOR NOMINEES

    | SUSAN L. MAIN Retired Senior Vice President and Chief Financial Officer, Teledyne Technologies | 66 | | | Director since: 2023 Audit and Finance Committee Chair since: 2024 Audit Committee Financial Expert Other Current Public Company Directorships: Ashland, Inc. (NYSE: ASH) Prior Public Company Directorships: Garrett Motion Inc. (NASDAQ: GTX) Knowledge, Skills & Experience: Global Business / International Innovation / Technology Industrial / Manufacturing Capital Allocation Strategy / M&A Human Capital Management Business Leadership / Operations Financial Services / Expertise Boards of other Public Companies | Background Teledyne Technologies, Inc. (NYSE: TDY), a global provider of enabling technologies for industrial growth markets. Senior Vice President & Chief Financial Officer (2012-2023); Vice President & Controller (2004-2012) WaterPik Technologies, Inc., a provider of swimming pool electronics and equipment, residential and commercial water heating systems, and personal healthcare products. Vice President & Controller (1999-2004) Key Expertise Supporting Nomination Ms. Main has extensive experience as a C-Level executive in an organization with operations in multiple continents and more than 10,000 global employees. She served as CFO and a senior leader for a diversified high-tech manufacturing corporation, and in senior leadership roles in aerospace, defense and healthcare products. She is an audit committee financial expert, with more than 10 years of experience as a public company CFO, who has also previously served as a controller for two public companies. In total, she has four decades of financial responsibility for multiple public companies. Her extensive experience also includes over two decades of M&A transactions, serving as financial lead in more than 50 acquisitions. She additionally oversaw IT / enterprise resource planning integration of acquired companies. Ms. Main’s experiences across business leadership, M&A and operations, financial expertise and capital allocation for global companies and diverse industries drives value for the Allegion Board. |

  7. 2025 DIRECTOR NOMINEES

    | STEVEN C. MIZELL Retired Executive Vice President and Chief Human Resources Officer, Merck & Co., Inc. | 65 | | | Director since: 2020 Compensation and Human Capital Committee Chair since: 2021 Other Current Public Company Directorships: Group 1 Automotive, Inc. (NYSE: GPI) GRAIL, Inc. (NASDAQ: GRAL) Prior Public Company Directorships: Oshkosh Corporation (NYSE: OSK) Knowledge, Skills & Experience: Global Business / International Innovation / Technology Industrial / Manufacturing Strategy / M&A Human Capital Management Business Leadership / Operations Boards of other Public Companies | Background Merck & Co., Inc. (NYSE: MRK), a global pharmaceutical company. Executive Vice President and Chief Human Resources Officer (2018-2024) The Monsanto Company (NYSE: MON), an agrochemical and agricultural biotechnology company. Executive Vice President and Chief Human Resources Officer (2007-2018) Key Expertise Supporting Nomination Mr. Mizell had responsibility for all aspects of human resources for more than 68,000 global employees at Merck & Co., Inc. prior to his retirement in April 2024. He also served as Monsanto’s Executive Vice President and Chief Human Resources Officer, overseeing the company’s approach to talent acquisition and development, employee wellness and workplace culture. He has additionally served in key human resource management roles at industrial and manufacturing companies across beverage, defense, energy, pharmaceutical and technology sectors. Mr. Mizell is an experienced board member, and his broad business experience and global human resources leadership bring great perspective and value to the Allegion Board. |

  8. 2025 DIRECTOR NOMINEES

    | NICOLE PARENT HAUGHEY Founder and Chief Executive Officer, Halsey Loganberry Growth Advisors, LLC | 53 | | | | Background Halsey Loganberry Growth Advisors, LLC, an advisory firm specializing in growth strategies, business optimization and succession planning. Founder and Chief Executive Officer (2023-present) Island Creek Oysters, a private aquaculture company with a business portfolio spanning B2C and B2B operations as well as a cannery, shellfish farm and several restaurants. Chief Operating Officer (2020-2021) Mimeo.com, a technology company in printed and digital content management and distribution. Chief Operating Officer (2016-2018) United Technologies Company, a global manufacturing company. Vice President, Corporate Strategy and Business Development (2013-2015) Vertical Research Partners, LLC, an equity research and consulting firm. Managing Partner and Co-Founder (2009-2013) Credit Suisse, a global financial services company. Managing Director and Global Sector Head (2005-2009) | | Director since: 2017 Prior Public Company Directorships: Altra Industrial Motion Corp. (formerly NASDAQ: AIMC) Knowledge, Skills & Experience: Innovation / Technology Industrial / Manufacturing Capital Allocation Strategy / M&A Human Capital Management Business Leadership / Operations Financial Services / Expertise Boards of other Public Companies | Key Expertise Supporting Nomination Ms. Parent Haughey has wide-ranging operational experience, spanning VP, Corporate Strategy and Business Development, for a Fortune 50 manufacturing company; Chief Operating Officer for a growing, aquaculture business and a technology company; and founder of an equity research and consulting firm. She has robust experience in shaping M&A and driving strategy for a large global manufacturing company and a technology company. Her understanding of strategic planning, capital allocation and acquisitions benefits the Board as it oversees Allegion’s long-term growth strategy. She has significant knowledge regarding the investment community and financial markets, based on nearly two decades as an equity research analyst in the industrial sector. Given the technological shift from printed documents to digital content, Ms. Parent Haughey’s experience within the content management and distribution space was predicated on finding innovative solutions without sacrificing security or end user experience. Ms. Parent Haughey’s experience as a former COO, VP, Corporate Strategy, and managing partner of an equity research firm in addition to her involvement on non-profit and University boards bring significant leadership expertise to the Allegion Board. |

  9. 2025 DIRECTOR NOMINEES

    | LAUREN B. PETERS Retired Executive Vice President and Chief Financial Officer, Foot Locker, Inc. | 63 | | | Non-Executive Chair since: 2024 Director since: 2021 Audit and Finance Committee Chair: 2022-2024 Corporate Governance and Nominating Committee Chair since: 2024 Audit Committee Financial Expert Other Current Public Company Directorships: La-Z-Boy Incorporated (NYSE: LZB) Victoria’s Secret & Co. (NYSE: VSCO) Knowledge, Skills & Experience: Global Business / International Innovation / Technology Capital Allocation Strategy / M&A Human Capital Management Business Leadership / Operations Financial Services / Expertise Boards of other Public Companies | Background Foot Locker, Inc. (NYSE: FL), a global sportswear and footwear retailer. Executive Vice President and Chief Financial Officer (2011-2021); Senior Vice President of Strategic Planning (2002-2011); Vice President – Planning (2000-2002) Key Expertise Supporting Nomination Ms. Peters’ experience as former CFO of Foot Locker, Inc., as well as board member of multiple public companies, brings a deep expertise in positioning global, publicly held companies for growth. In addition, she brings insight and best practices from her two other public company boards. She held a nearly 25-year career at Foot Locker, which included building a world-class finance organization and serving as an integral part of the executive leadership team with responsibility for financial planning and analysis, risk management and investor relations. She has a strong track record of expanding profits and implementing innovative solutions and technologies to enhance and streamline processes. She also helped Foot Locker navigate the retail industry transformation and positioning that company through digital technologies and e-commerce to be at the center of youth culture. During her career, she was one of only 64 women serving as CFOs at Fortune 500 companies. Ms. Peters is a Certified Public Accountant and, in November 2024, she received a Certificate in Cybersecurity Oversight from Carnegie Mellon University. With experience as a public company CFO for 10 years, she brings significant financial and accounting expertise to the Board. |

  10. 2025 DIRECTOR NOMINEES

    | ELLEN RUBIN Founder and Former Chief Executive Officer, Causely, Inc. | 56 | | | Director since: 2023 Prior Public Company Directorships: Chase Corp (formerly NYSE: CCF) Knowledge, Skills & Experience: Innovation / Technology Capital Allocation Strategy / M&A Human Capital Management Business Leadership / Operations Boards of other Public Companies | Background Glasswing Ventures, a venture capital firm investing in AI and frontier technologies. Operating Partner (November 2024-present) Causely, Inc., an IT operations company. Founder and Chief Executive Officer of Causely, Inc. (2022-September 2024) Amazon Web Services (a division of Amazon, NYSE: AMZN), a cloud services company. General Manager, Hybrid Cloud Services (2020-2021) ClearSky Data, Inc., an enterprise hybrid cloud storage company. Founder and Chief Executive Officer (2014-2020) Key Expertise Supporting Nomination Ms. Rubin brings extensive entrepreneurial and leadership experience in the information technology (IT) industry. She has been recognized as one of the Top 10 Women in Cloud by CloudNow, as a Woman to Watch by Mass High Tech and Rising Star Entrepreneur by the New England Venture Capital Association. She has proven leadership and knowledge within the IT space, combined with unique experience serving as CEO across multiple organizations that have introduced disruptive technologies to enterprise customers, which serves Allegion well as technology fuels our innovation and growth strategies. She has founded and led multiple software companies, as well as served as General Manager, Hybrid Cloud Services for the hybrid cloud services division of Amazon Web Services. With this, she brings experience managing high-growth businesses as both an entrepreneur and top executive, including helping innovative companies grow through the entire business life cycle. Ms. Rubin is a serial founder and entrepreneur, who has built companies from concept stage through multiple rounds of funding and growth, with successful outcomes via an initial public offering and two acquisitions – offering these very valuable experiences to the Allegion Board. |

  11. 2025 DIRECTOR NOMINEES

    | GREGG C. SENGSTACK Executive Chairperson of Franklin Electric Co., Inc. | 66 | | | Director since: 2024 Other Current Public Company Directorships: Franklin Electric Co., Inc. (NASDAQ: FELE) Woodward, Inc. (NASDAQ: WWD) Knowledge, Skills & Experience: Global Business / International Innovation / Technology Capital Allocation Strategy / M&A Business Leadership / Operations Financial Services / Expertise Boards of other Public Companies | Background Franklin Electric Co., Inc., a global leader in the production and marketing of systems and components for the movement of water and energy. Executive Chairperson (2015-present); Chief Executive Officer (2014-2024); President and Chief Operating Officer (2011-2014); Senior Vice President and President, International Water & Fueling Group (2005-2011); Senior Vice President and Chief Financial Officer (2001-2005); Vice President and Chief Financial Officer (1999-2001) Key Expertise Supporting Nomination Mr. Sengstack’s professional career spans more than 30 years and includes extensive experience in public company executive leadership, international market development, general management, M&A strategy and execution, P&L leadership and finance. As CEO of Franklin Electric, Gregg led a strategic transformation, which included the rapid expansion of the company’s energy systems business, forward integration into distribution in the U.S., portfolio extensions into the adjacent water treatment market and the introduction of connected solutions across a range of the company’s products. He also led numerous acquisitions in the U.S. and abroad. With experience as CEO of a leading global industrial public company for 10 years, Mr. Sengstack brings significant leadership and strategy expertise to the Board. |

  12. 2025 DIRECTOR NOMINEES

    | JOHN H. STONE President and Chief Executive Officer, Allegion plc | 54 | | | Director since: 2022 Other Current Public Company Directorships: Cummins Inc. (NYSE: CMI) Knowledge, Skills & Experience: Global Business / International Innovation / Technology Industrial / Manufacturing Capital Allocation Strategy / M&A Human Capital Management Business Leadership / Operations Boards of Other Public Companies | Background Allegion plc. President and Chief Executive Officer (2022-present) Deere & Company (NYSE: DE), a global agricultural machinery and heavy equipment company. President, Worldwide Construction, Forestry and Power Systems (2020-2022); Senior Vice President, Intelligent Solutions Group (2016-2020) Key Expertise Supporting Nomination Mr. Stone has led Allegion as our President and CEO since July 2022, effectively using his proven ability to formulate and deliver operating and business process excellence. Previously, he served as President of Worldwide Construction, Forestry and Power Systems for Deere & Company, which included leadership of significant global operations. He has a proven track record of driving innovation to adopt smarter, safer and more sustainable agricultural and construction solutions at Deere & Company, including as Senior Vice President, Intelligent Solutions Group, responsible for designing and developing advanced technologies in robotics, machine learning and AI. He additionally has extensive experience in business development and growth strategy. As Allegion CEO, he oversaw the integration of our Stanley Access Technologies business in 2022. At Deere & Company, he led key acquisitions and integrations in China. As VP, Corporate Strategy and Development at Deere & Company, he helped develop and execute on growth strategy. Mr. Stone is a seasoned executive with senior leadership experiences in engineering, international business, manufacturing, M&A, technology and human capital that is valuable to the Allegion Board. |

  13. 2025 DIRECTOR NOMINEES

    | DEV VARDHAN Retired Senior Partner, McKinsey & Company | 65 | | | Director since: 2020 Knowledge, Skills & Experience: Global Business / International Innovation / Technology Strategy / M&A Business Leadership / Operations Financial Services / Expertise Boards of other Public Companies | Background McKinsey & Company, global management consulting firm. Senior Partner (1993-2021) Key Expertise Supporting Nomination Mr. Vardhan has more than 25 years of experience advising and helping hundreds of companies, CEOs and other executive leaders design and implement strategic organic and inorganic growth innovations, with a focus on digital and business transformations. His deep functional expertise in digital transformation and his broad background in supporting global organizations in manufacturing, supply-chain design, M&A and innovation have many synergies with Allegion’s business strategy. Mr. Vardhan’s deep understanding of the intersection of global business, innovation and strategy bring great value and insights to the Allegion Board. |

  14. 2025 DIRECTOR NOMINEES

    Board Composition and Leadership: The following pie charts show the independence, tenure, diversity and age range of our director nominees. * Calculated through the 2025 AGM meeting date ** Age calculated as of April 1, 2025 Recent Changes in Board Composition:

  15. 2025 DIRECTOR NOMINEES

    | | Date of Change | Director | Primary Reason for Appointment / Departure | | — | June 2025 | Kirk S. Hachigian | Director Retirement Policy | | + | December 2024 | Gregg C. Sengstack | Extensive experience in public company executive leadership, international market development, general management, M&A strategy and execution, P&L leadership and finance |

  16. Board of Directors

    Board of Directors The Board reviews our general risk management strategy and significant risks we face and ensures that appropriate mitigation strategies are implemented by management. Specifically, the Board considers strategic risks and succession planning and receives reports from each committee as to risks delegated within their areas of responsibility. The Board has delegated to its various committees the oversight of risk management practices for categories of risk relevant to their functions as follows: Our General Counsel serves as our chief risk officer and, in that role, in consultation with our Chief Compliance Officer and the risk management team, as appropriate, periodically reports on enterprise risk management, risk management policies and practices to the relevant Board Committee and/or to the full Board so that any decisions can be made as to any required changes in our risk management and mitigation strategies or in the Board’s oversight of these.

  17. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  18. 2024 Director Compensation

    2024 Director Compensation Our director compensation program is designed to compensate our non-employee directors fairly for work required for a company of our size and scope and align their interests with the long-term interests of our shareholders. The program reflects our desire to attract, retain and use the expertise of highly qualified people serving on the Board. The Corporate Governance and Nominating Committee, in consultation with FW Cook (the independent compensation consultant retained by the Compensation and Human Capital Committee), periodically reviews the compensation level of our non-employee directors and makes recommendations to the Board. Employee directors do not receive any additional compensation for serving as a director. The Company’s 2024 non-employee director compensation program consisted of the below elements:

  19. 2024 Director Compensation

    | | Compensation Value | | | Compensation Element | Effective June 6, 2024 | Prior to June 6, 2024 | | Annual Cash Retainer(a) | $150,000 | 150,000 | | Non-Executive Chair Annual Cash Retainer(a) | $75,000 | 75,000 | | Audit and Finance Committee Chair Cash Retainer(a) | $25,000 | 15,000 | | Compensation and Human Capital Committee Chair Cash Retainer(a) | $25,000 | 12,000 | | Corporate Governance and Nominating Committee Chair Cash Retainer (unless also serving as Non-Executive Chair) | $15,000 | 10,000 | | Special Meetings or Previously Unscheduled Planning Session Fees(b) | $1,500 (per meeting or session) | | | Annual Grant of restricted stock units (“RSUs”) (vests after one year as long as the director remains on the Board)(c) | $130,000 | 115,000 | | Non-Executive Chair Annual Grant of RSUs (vests after one year as long as the director remains on the Board) | $75,000 | 75,000 |

  20. 2024 Director Compensation

    (a) Payable quarterly at the end of each quarter. If a director is first appointed to the Board or as Non-Executive Chair or a Committee Chair other than on the date of the AGM, the newly appointed director or Chair is eligible to receive a pro rata portion of the applicable cash retainer for the quarter of appointment based on the number of days that remain in such calendar quarter. (b) The Board has five regularly scheduled meetings each year. Under the Company’s Corporate Governance Guidelines, the Audit and Finance Committee meets at least five times a year, the Compensation and Human Capital Committee meets at least four times a year, and the Corporate Governance and Nominating Committee meets at least three times a year. (c) If a director is appointed to the Board or as Non-Executive Chair other than on the date of the AGM, the newly appointed director is eligible to receive a pro rata equity grant for the year of appointment based on the number of days that remain in the 365-day period beginning on the date of the last AGM.

  21. 2024 Director Compensation

    2024 Director Compensation The compensation paid or credited to our non-employee directors for the fiscal year ended December 31, 2024, is summarized in the table below. As an employee director, Mr. Stone is not eligible to receive any additional compensation for his service as director.

  22. 2024 Director Compensation

    | Name | Fees earned or paid in cash ($) | Stock Awards ($)(a) | All Other Compensation ($)(b) | Total ($) | | Lauren B. Peters | 185,904 | 130,053 | 3,418 | 319,375 | | Kirk S. Hachigian | 177,174 | 205,025 | 4,633 | 386,832 | | Susan L. Main | 157,609 | 130,053 | 4,656 | 292,318 | | Steven C. Mizell | 169,393 | 130,053 | 3,418 | 302,864 | | Nicole Parent Haughey | 150,000 | 130,053 | 3,418 | 283,471 | | Ellen Rubin | 150,000 | 130,053 | 3,566 | 283,619 | | Dean I. Schaffer | 65,110 | — | 3,418 | 68,528 | | Gregg Sengstack | 11,413 | — | — | 11,413 | | Dev Vardhan | 150,000 | 130,053 | 3,418 | 283,471 | | Martin E. Welch III | 65,110 | — | 3,418 | 68,528 |

  23. 2024 Director Compensation

    (a) The amount represents the aggregate grant date fair value of the RSUs granted to each of our non-employee directors (other than Mr. Sengstack, who had not yet been appointed to the Board) on June 6, 2024, all computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. As of December 31, 2024, Mr. Hachigian held 1,742 unvested RSUs, and each of Ms. Main, Mr. Mizell, Ms. Parent Haughey, Ms. Peters, Ms. Rubin and Mr. Vardhan held 1,105 unvested RSUs. Amounts in this column include: (i) dividend equivalent payments of (A) $1,865 to each of Mr. Mizell, Ms. Parent Haughey, Ms. Peters, Mr. Schaffer, Mr. Vardhan and Mr. Welch, (B) $3,080 to Mr. Hachigian, (C) $1,103 to Ms. Main and (D) $2,013 to Ms. Rubin upon the vesting of their RSU awards; (ii) Irish tax preparation fees of $1,553 for each of Ms. Peters, Mr. Hachigian, Ms. Main, Mr. Mizell, Ms. Parent Haughey, Ms. Rubin, Mr. Schaffer, Mr. Vardhan and Mr. Welch; and (iii) Director Product Program reimbursements of $2,000 to Ms. Main.

  24. 2024 Allegion Performance

    The foregoing metrics reflect adjustments by the Compensation and Human Capital Committee, as described in more detail below. Overall, 2024 was marked by consistent, strong execution, solid margin expansion and balanced capital deployment. Our company grew revenue and profitability while making responsible investments to drive future growth. During the year, those investments included the acquisition of five companies – Boss Door Controls and Dorcas in Allegion International, as well as Krieger Specialty Products, SOSS Door Hardware and Unicel Architectural in Allegion Americas. These acquisitions leverage core Allegion strengths while also increasing our deep customer relationships and continuing to build out our portfolio to meet customer and end-user needs. These investments additionally underscore our commitment to driving innovation that supports our vision of creating a safer and more accessible world. Our commitment to environmental, social and governance excellence supports this vision, too. We have short-term and long-term goals that guide steady progress in sustainability and pride ourselves on having one of the safest, most engaged workforces in our industry. Through employee engagement and creating an inclusive culture with opportunities for all, as well as giving back to our communities, we’re creating a better workplace and a better world. In 2024, we were named a “Gallup Exceptional Workplace Award” winner, further recognizing our workplace culture of strengths and engagement as one of the best in the world. Our engagement journey is dynamic, and our passion for excellence propels us to create a high-performing and inclusive culture, where we can elevate the people in our industry and our communities. Despite our record financial results, performance fell short of our stretch target for the year, which led to a 92.06% financial performance score under the AIP for 2024 (subject to region- and individual-specific performance adjustments). Our PSU payout for the 2022 – 2024 performance period was 117%, which was a result of adjusted EPS achievement of $7.47 (174% payout for this component) and relative total shareholder return (“TSR”) at the 30th percentile of our performance peer group (resulting in a payout of 60% for this component). As described under “Long-Term Incentive Plan,” PSUs represented 50% of the NEOs’ target long-term incentive grant value for 2024.

  25. 2024 NEO Compensation Actions

    | NEO | Annual Base Salary ($) | Annual Incentive Target Value ($) | Long-term Incentive Target Value ($) | Target Total Direct Compensation ($) | | John H. Stone | 1,040,000 | 1,300,000 | 5,500,000 | 7,840,000 | | Michael J. Wagnes | 605,000 | 514,250 | 1,500,000 | 2,619,250 | | Timothy P. Eckersley | 570,000 | 427,500 | 900,000 | 1,897,500 | | David S. Ilardi | 550,000 | 412,500 | 875,000 | 1,837,500 | | Jeffrey N. Braun | 505,000 | 303,000 | 850,000 | 1,658,000 |

  26. Maintaining Best Practices Regarding Executive Compensation

    | Practices we DO have | Practices we DON’T have | | Incentive award metrics that align pay to strategic business performance measures Directors and executives must comply with robust share ownership requirements, with all directors and executives in compliance, or on track to achieve compliance, with these obligations Maintain enhanced incentive compensation clawback / recoupment policies for both time and performance-based awards Severance benefits triggered only upon a qualifying termination following a change-in-control Significant percentage of executive compensation target opportunity is contingent on performance measured against pre-established performance goals Conduct competitive benchmarking to ensure executive pay is aligned to market Independent compensation consultant is retained by and reports to the Compensation and Human Capital Committee Annual Say-on-Pay vote by shareholders | Repricing of options without shareholder approval Hedging or pledging transactions, speculative transactions or short sales by executive officers or directors Automatic single-trigger equity vesting upon a change in control Excessive perquisites Excessive severance benefits or other non-performance-based compensation Employment agreements with defined term lengths Uncapped incentive compensation opportunities Tax gross-ups under change-in-control agreements |

  27. Use of Comparator Groups for Pay and Performance

    Use of Comparator Groups for Pay and Performance The Compensation and Human Capital Committee uses two comparator groups as part of its executive compensation process. The “Compensation Benchmarking Peer Group” is used to assess the market competitiveness of our NEOs’ target total direct compensation opportunities, and the Performance Peer Group is used to evaluate our relative TSR performance, one of the performance measures utilized in our long-term incentive program.

  28. Compensation Benchmarking Peer Group

    Compensation Benchmarking Peer Group The Compensation and Human Capital Committee considers relevant market pay practices, among other factors, when setting executive compensation to enhance our ability to recruit and retain high-performing talent. In assessing market competitiveness, the compensation of our NEOs is reviewed against the Compensation Benchmarking Peer Group, which consists of companies that generally: Are similar to us in terms of certain factors, including one or more of the following: size (i.e., revenue, market capitalization and growth characteristics), industry, lifecycle stage and global presence; and Have NEOs whose scope of responsibilities are comparable in terms of breadth and complexity.

  29. Peer Group Decisions for 2024

    Peer Group Decisions for 2024 The Compensation and Human Capital Committee reviews the Compensation Benchmarking Peer Group on an annual basis and determines, with input from its independent compensation consultant, whether any changes are appropriate. This annual review ensures that the peer group companies remain appropriate from a business and talent perspective. In September 2023, the Compensation and Human Capital Committee reviewed the Compensation Benchmarking Peer Group with the assistance of its independent compensation consultant. The Committee removed four then-existing peers (ADT, Diebold, Roper Technologies and Vivint Smart Home) and added seven new companies, in each case, to better position the Company near the median for revenue and market capitalization and create a more robust peer group for compensation comparisons. This peer group is outlined below.

  30. Peer Group Decisions for 2024

    | Acuity Brands | Graco* | Masonite International | Sensata Technologies* | | A.O. Smith | Hubbell | National Instruments Corp | SPX Technologies* | | Belden | Keysight Technologies | nVent Electric* | Trimble Inc. | | Carlisle Companies | Lennox International | Owens Corning | Watts Water Technologies* | | Fortive Corporation | Littelfuse* | Resideo Technologies* | Zebra Technologies Corp | | Fortune Brands Home & Security | Masco Corp | Rockwell Automation | |

  31. Peer Group Decisions for 2024

    * New peer for 2024

  32. Performance Peer Group

    Performance Peer Group Historically, the Compensation and Human Capital Committee utilized a performance peer group consisting of the companies in the S&P 400 Capital Goods Index (the “Performance Peer Group”). Beginning with the PSUs granted in 2024, the Performance Peer Group was expanded to also include the S&P 500 Capital Goods Index. We believe the Performance Peer Group provides an appropriate measure of our relative TSR performance because it contains companies that operate in similar industries and are subject to similar macro-economic factors.

  33. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation and Human Capital Committee has the authority to obtain advice and assistance from independent advisors and to determine their fees and terms of engagement. The Compensation and Human Capital Committee engaged FW Cook as its independent compensation consultant following a robust process. Each year, the Compensation and Human Capital Committee evaluates the independence and quality of the services provided by its independent compensation consultant. In reviewing FW Cook’s engagement for 2024, the Compensation and Human Capital Committee considered the factors set forth in the applicable SEC rules and determined that FW Cook was independent and that there were no conflicts of interest with respect to FW Cook’s work for the committee.

  34. Primary Compensation Elements

    | | Salary | AIP | PSUs | Options | RSUs | | Who Receives | All NEOs | | | | | | Reason Granted | Attraction & Retention of Quality Talent | Drives annual performance and achievement to AOP | Motivate and reward on achievement to strategic business objectives and alignment with shareholders | Motivate to create shareholder value through participation in share price appreciation | Facilitate Retention | | When Granted / Received | Reviewed annually | Annually for prior year performance | First quarter annually | | | | Form of Delivery | Cash | | Equity | | | | Type of Performance | Short-term emphasis | | Long-term emphasis | | | | Performance / Service period | Ongoing | 1 year | 3 years | | | | How Payout is Determined | Compensation and Human Capital Committee approves | Formulaic; Compensation and Human Capital Committee approves | Formulaic; Compensation and Human Capital Committee approves | Stock price on exercise/vest date | | | Most Recent Performance Measure | n/a | Mix of financial and individual goals | Adjusted EPS & relative TSR | Stock price appreciation | |

  35. 2024 COMPENSATION DECISIONS

    2024 COMPENSATION DECISIONS The Compensation and Human Capital Committee annually reviews each element of target total direct compensation for our NEOs to determine whether these programs competitively reward our NEOs for their services based on a comparison to executives in the Compensation Benchmarking Peer Group and a review of other competitive market information and to ensure alignment with our compensation philosophy noted previously.

  36. Annual and Long-Term Incentives

    Annual and Long-Term Incentives The following table shows year-over-year changes in the 2024 annual and long-term target incentive opportunities for certain of the NEOs. The Compensation and Human Capital Committee increased the 2024 long-term target incentive opportunities for Messrs. Eckersley and Ilardi to maintain alignment with our compensation philosophy and design principles and to align with Compensation Benchmarking Peer Group median.

  37. Annual and Long-Term Incentives

    | NEO | 2023 Target AIP (% of Base Salary) | 2024 Target AIP (% of Base Salary) | Target AIP Increase (%) | 2023 Target LTI ($) | 2024 Target LTI ($) | Target LTI Increase ($) | | John H. Stone | 125 | 125 | — | 5,500,000 | 5,500,000 | — | | Michael J. Wagnes | 85 | 85 | — | 1,500,000 | 1,500,000 | — | | Timothy P. Eckersley | 75 | 75 | — | 830,000 | 900,000 | 70,000 | | David S. Ilardi | 75 | 75 | — | 745,000 | 875,000 | 130,000 | | Jeffrey N. Braun(1) | — | 60 | N/A | — | 850,000 | N/A |

  38. Annual and Long-Term Incentives

    Prior year amounts are not shown for Mr. Braun as he was not an NEO for the fiscal year ended December 31, 2023.

  39. 2024 ANNUAL AND LONG-TERM INCENTIVE PLAN DESIGNS AND PAYOUTS

    2024 ANNUAL AND LONG-TERM INCENTIVE PLAN DESIGNS AND PAYOUTS

  40. Annual Incentive Plan

    Annual Incentive Plan

  41. Annual Incentive Plan Design

    Annual Incentive Plan Design The AIP provides NEOs an opportunity to earn a cash incentive tied to both our financial performance, including profitable revenue growth and the delivery of strong cash flow, and the NEOs’ respective individual contributions over a one-year performance period. Individual AIP payouts are calculated as the product of (i) base salary; (ii) target percentage of base salary; (iii) the financial performance score; and (iv) the individual performance score (including application of the People, Environment and Safety Scorecard modifier). The AIP requires that we achieve defined and objective financial performance goals before participants become eligible for an award and in no case will a NEO’s AIP award exceed 200% of the target percentage. The individual performance score multiplier can range from 0 to 150%, subject to the 200% overall cap on the AIP award. In addition, the Compensation and Human Capital Committee has established an aggregate cap on the individual performance component equal to 10% of the aggregate earned financial performance payment for all active Company executive officers, including NEOs (the Individual Performance Pool Cap). The individual performance component for all NEOs can be modified downward by up to 3% based on the Company’s performance against the People, Environment and Safety Scorecard adopted by the Compensation and Human Capital Committee at the beginning of the year. The People, Environment and Safety Scorecard modifier does not increase the Performance Pool Cap.

  42. Corporate

    | | Pre-established Financial Targets (in millions) | | | | | | Adjusted Revenue(1) ($) | Adjusted OI(2) ($) | Adjusted ACF(2) ($) | Payout as a % of Target | | Threshold | 3,651 | 793 | 516 | 50% | | Target | 3,794 | 857 | 570 | 100% | | Maximum | 3,984 | 943 | 656 | 200% | | Actual Performance | 3,734 | 842 | 578 | | | Weighted Financial Achievement | 26.32% | 29.45% | 36.29% | 92.06% |

  43. Americas

    | | Pre-established Financial Targets (in millions) | | | | | | Adjusted Revenue(1) ($) | Adjusted OI(2) ($) | OCF(3) ($) | Payout as a % of Target | | Threshold | 2,914 | 803 | 766 | 50% | | Target | 3,018 | 864 | 864 | 100% | | Maximum | 3,169 | 951 | 994 | 200% | | Actual Performance | 2,984 | 852 | 833 | | | Weighted Financial Achievement | 27.90% | 29.87% | 27.97% | 85.74% |

  44. International

    | | Pre-established Financial Targets (in millions) | | | | | | Adjusted Revenue(1) ($) | Adjusted OI(2) ($) | OCF(3) ($) | Payout as a % of Target | | Threshold | 737 | 97 | 89 | 50% | | Target | 776 | 107 | 105 | 100% | | Maximum | 815 | 118 | 120 | 200% | | Actual Performance | 750 | 97 | 113 | | | Weighted Financial Achievement | 22.08% | 17.96% | 50.82% | 90.86% |

  45. 2024 AIP Awards

    2024 AIP Awards The Compensation and Human Capital Committee approved the following AIP awards for our NEOs:

  46. 2024 AIP Awards

    | NEO | 2024 AIP Target (A)($) | Financial Performance Score (B) | AIP Earned from Financial Performance (C)=(A)x(B) ($) | Individual Performance Score (including People, Environment and Safety Scorecard modifier) (D) | 2024 AIP Award (E)=(C)x(D) ($) | | John H. Stone | 1,300,000 | 92.06% | 1,196,780 | 100% | 1,196,780 | | Michael J. Wagnes | 514,250 | 92.06% | 473,419 | 100% | 473,419 | | Timothy P. Eckersley | 427,500 | 91.40% | 390,735 | 100% | 390,735 | | David S. Ilardi | 412,500 | 88.58% | 365,393 | 100% | 365,393 | | Jeffrey N. Braun | 303,000 | 92.06% | 278,942 | 100% | 278,942 |

  47. Long-Term Incentive Plan

    Long-Term Incentive Plan

  48. Long-Term Incentive Plan Design

    Long-Term Incentive Plan Design The long-term incentive plan provides NEOs an opportunity to earn an equity incentive tied to our financial performance over a three-year performance period and is comprised of PSUs, stock options, and RSUs. We grant executives a mix of equity awards in order to provide an effective balance between incentivizing and rewarding long-term financial performance and retention. Long-term incentive targets are expressed in dollar amounts which are converted to a number of shares based on the fair value of the award on the grant date.

  49. Long-Term Incentive Plan Design

    | Award Type | Portion of Grant | Alignment with Shareholders | | PSUs | 50% | Designed to motivate and reward executives for achievement of a financial goal based on our strategic business objectives and align NEOs with shareholder interest by rewarding value creation over the long term by positioning 50% of the opportunity to adjusted EPS performance and the other 50% to relative TSR | | Options | 25% | Designed to motivate NEOs to create shareholder value by allowing NEOs to participate in share price appreciation over the long term | | RSUs | 25% | Designed to facilitate NEO retention |

  50. Long-Term Incentive Plan Design

    Performance Stock Units (PSUs): Vesting of the PSUs is tied 50% to an adjusted EPS goal and 50% to relative TSR as compared to the Performance Peer Group companies over a three-year performance period. PSUs vest at the end of the three-year performance period and the NEO will earn a number of shares based upon achievement of the performance levels shown below. If TSR is not positive over the performance period, payout cannot exceed the target level for the TSR portion of the award. Such TSR review will occur after the conclusion of the final year of the performance period.

  51. Long-Term Incentive Plan Design

    | Adjusted EPS Performance(1) | % of Target PSUs Earned(2) | | Below Threshold | No award earned | | Threshold | 50% | | Target | 100% | | Maximum | 200% |

  52. Long-Term Incentive Plan Design

    | TSR Performance Relative to S&P 400 Capital Goods Index(3) | % of Target PSUs Earned(2) | | < 25th Percentile | No award earned | | 25th Percentile | 50% | | 50th Percentile | 100% | | >= 75th Percentile | 200% |

  53. Long-Term Incentive Plan Design

    Adjusted EPS is defined as adjusted EPS, as publicly reported, subject to formulaic adjustment by the Compensation and Human Capital Committee based on pre-approved categories. (2) Results are interpolated between percentiles achieved. The Compensation and Human Capital Committee retains the authority and discretion to make downward adjustments to the calculated PSU award payouts regardless of actual performance. (3) Beginning with the PSUs granted in 2024, the Performance Peer Group was expanded to also include companies in the S&P 500 Capital Goods Index. Dividend equivalents are accrued on outstanding PSU awards at the same time and at the same rate as dividends paid to shareholders. Dividend equivalents are not earned until the PSUs vest and are payable in cash at the time of vesting. The actual dividend equivalents paid are determined by the actual number of PSUs earned at the end of the performance period. Stock Options and Restricted Stock Units: Stock options and RSUs are considered by the Compensation and Human Capital Committee to be “at-risk” performance-based compensation and aligned with our shareholders’ interests over the long term. Stock options are considered “at-risk” because there is no value unless the stock price appreciates during the term of the option. RSUs are considered at-risk because the ultimate value of the shares underlying the award will fluctuate based on our stock price performance. RSUs provide strong retentive value, while still providing alignment with shareholder value creation. Both stock options and RSUs granted annually to our NEOs vest ratably in three equal annual increments over a three-year period beginning on the first anniversary of the grant date. Stock options expire on the tenth anniversary of the grant date. Dividend equivalents are accrued on outstanding RSU awards at the same time and at the same rate as dividends are paid to shareholders. Dividend equivalents on RSUs are only payable if the underlying RSU award vests. At the time of vesting, one ordinary share is issued for each RSU and any accrued dividend equivalents are paid in cash. No dividend equivalents are payable on stock options.

  54. 2024 Annual Equity Awards

    2024 Annual Equity Awards In the first quarter of 2024, the Compensation and Human Capital Committee approved the grant date value for each NEO as shown in the following table. The actual value of the 2024-2026 awards will depend upon our performance relative to pre-established performance goals and price of our ordinary shares at the time the awards are settled.

  55. 2024 Annual Equity Awards

    | NEO | PSU (at Target) ($) | PSU (at Target) (#) | Stock Option Award ($) | Stock Option Award (#) | RSU Award ($) | RSU Award (#) | | John H. Stone | 3,287,520 | 21,107 | 1,375,035 | 33,603 | 1,375,081 | 10,554 | | Michael J. Wagnes | 896,681 | 5,757 | 375,032 | 9,165 | 375,105 | 2,879 | | Timothy P. Eckersley | 537,978 | 3,454 | 225,019 | 5,499 | 225,011 | 1,727 | | David S. Ilardi | 523,025 | 3,358 | 218,758 | 5,346 | 218,757 | 1,679 | | Jeffrey N. Braun | 508,073 | 3,262 | 212,538 | 5,194 | 212,503 | 1,631 |

  56. Performance-Based Equity Award for Mr. Eckersley

    Performance-Based Equity Award for Mr. Eckersley In the first quarter of 2023, the Compensation and Human Capital Committee approved an additional performance-based equity award for Mr. Eckersley in the amount of $1,500,017 (14,701 shares) due to his expanded responsibilities for the oversight of the Global Software Solutions business in addition to his responsibilities as SVP, Allegion International. This award is tied to specific goals around (i) building a global commercial software and solutions business; (ii) accelerating investment and growth in the global software solutions business; and (iii) establishing the focus, direction and operational governance model necessary for the businesses’ success. Payouts under the program can range from 0% to 150% of target with 1/2 of the payout tied to performance as of February 2024, 1/3 of the payout tied to performance as of February 2025, and 1/6 of the payout tied to the performance as of February 2026. Based on the performance outlined below, the Committee elected to pay the February 2025 component at 91% of target.

  57. Performance-Based Equity Award for Mr. Eckersley

    | Weighting | Performance Metric | Achievement Score | | 10% Organization Development | Evolution and leadership of the Global Software Solution business | 100% | | 30% International Business Objectives | Addition of an accretive acquisition advancing software solutions business | 90% | | 30% Americas Business Objectives | Software financial performance meeting or exceeding pre-determined targets | 90% | | 30% Global Platform Objectives | Global platform meeting or exceeding pre-determined targets | 90% |

  58. PSU Payouts for 2022 – 2024 Performance Period

    PSU Payouts for 2022 – 2024 Performance Period The PSUs earned for the 2022-2024 performance period were based on the Company’s (i) adjusted EPS performance against pre-established goals for the last year of the performance period and (ii) TSR performance over the three-year performance period relative to the Peer Performance Group companies, with each of these performance metrics weighted at 50%. For the last year of the 2022-2024 performance period (i.e., our fiscal year ended December 31, 2024), our adjusted EPS was $7.47, resulting in a payout of 174% for that metric, and our TSR performance was ranked in the 30th percentile, resulting in a payout of 60% for that metric. The performance metrics, when weighted and combined, resulted in an overall payout of 117% of target.

  59. PSU Payouts for 2022 – 2024 Performance Period

    | Performance Metric | Threshold | Target | Maximum | Actual | % Earned of Performance Metric | Final Payout % | | Adjusted EPS(1) (50%) | $6.02 | $6.74 | $7.72 | $7.47 | 174 | 117 | | TSR (50%) | 25th percentile | Median | >= 75th percentile | 30th percentile (10.1% TSR) | 60 | |

  60. PSU Payouts for 2022 – 2024 Performance Period

    Adjusted EPS represents adjusted EPS, as publicly reported for the fiscal year ended December 31, 2024, as further adjusted by the Compensation and Human Capital Committee to reflect pre-approved adjustments for restructuring and integration expenses. Adjusted EPS performance goals were adjusted by the Compensation and Human Capital Committee to exclude the impacts from the Company’s change in accounting for amortization in June 2023. As a result of the foregoing performance, the PSUs vested at 117% of target, with our NEOs earning the following shares with respect to the PSUs previously granted to them for the 2022-2024 performance period.

  61. PSU Payouts for 2022 – 2024 Performance Period

    | NEO | Target PSUs Awarded (#) | PSUs Earned (#) | | John H. Stone(1) | — | — | | Michael J. Wagnes | 4,336 | 5,074 | | Timothy P. Eckersley | 3,577 | 4,186 | | David S. Ilardi | 2,602 | 3,045 | | Jeffrey N. Braun | 3,577 | 4,186 |

  62. PSU Payouts for 2022 – 2024 Performance Period

    (1) Amounts are not shown for Mr. Stone as he was not awarded a 2022-2024 PSU award (Mr. Stone became our President and CEO in July 2022, after the grant date of the 2022-2024 PSU awards).

  63. 2025 TARGET TOTAL DIRECT COMPENSATION

    | NEO(1) | 2025 Base Salary ($) | 2025 AIP (as a % of Base Salary) | 2025 Long-term Incentive Target Value ($) | 2025 Total Direct Compensation ($) | | John H. Stone | 1,075,000 | 125 | 5,800,000 | 8,218,750 | | Michael J. Wagnes | 625,000 | 85 | 1,550,000 | 2,706,250 | | Timothy P. Eckersley | 600,000 | 75 | 925,000 | 1,975,000 | | David S. Ilardi | 575,000 | 75 | 925,000 | 1,931,250 |

  64. 2025 TARGET TOTAL DIRECT COMPENSATION

    Mr. Braun’s 2025 compensation is discussed below under “Potential Payments Upon Termination or Change-in-Control at 2024 Year End – Employment Arrangements and Severance.” Accordingly, he is not included in this table.

  65. Retirement Programs and Other Benefits

    Retirement Programs and Other Benefits A qualified defined contribution 401(k) plan called the Employee Savings Plan (“ESP”) is available for the U.S. salaried and hourly non-union workforce. The ESP provides a dollar-for-dollar match on the first 6% of the employee’s eligible contributions to the ESP. The ESP has a number of investment options and is a retirement savings program. We also maintain qualified and nonqualified defined benefit pension plans intended to provide fixed benefits upon retirement based on the individual’s age and number of years of service, however, these plans are closed to new participants. Refer to the 2024 Pension Benefits table on page 61 for additional details on these plans and those NEOs that are eligible to participate. Employees who were actively employed prior to July 1, 2012, were given a one-time choice between continuing to participate in the defined benefit plan until December 31, 2022, or moving to an enhanced version of the ESP effective January 1, 2013, under which they would receive an employer core contribution of 2% of eligible pay in addition to the matching contribution and no longer accrue benefits under the defined benefit plan after December 31, 2012. Employees hired on or after July 1, 2012, were automatically covered under the enhanced version of the ESP and do not participate in the defined benefit plan. Employees hired after December 1, 2013, are not eligible for the 2% employer core contribution. Effective as of December 31, 2022, accruals in the qualified defined benefit plan ceased for all employees, except to the extent of any collective bargaining agreements. Employees whose accruals ceased in the qualified defined benefit plan effective December 31, 2022, began receiving an employer core contribution of 2% of eligible pay under the ESP effective January 1, 2023. The Company also offers a U.S. nonqualified, defined contribution plan called the Supplemental Employee Savings Plan (the “Supplemental ESP”). Please refer to the section “Nonqualified Deferred Compensation” on page 61 for a description of the Supplemental ESP. Through 2018, our nonqualified EDCP allowed eligible employees to defer receipt of a part of their annual salary, AIP award and PSU award. Cash deferrals were invested in select mutual fund investments and PSU award deferrals were required to be invested in our ordinary shares. As of January 1, 2019, this plan was frozen to new participants and deferrals. Please refer to the 2024 Nonqualified Deferred Compensation table for additional details on the EDCP.

  66. Severance Arrangements

    Severance Arrangements We have not adopted a formal severance policy that is specific to our NEOs and other executives. In connection with recruiting certain officers, we may enter into arrangements that provide for severance payments upon certain termination events, other than in the event of a change in control (which are addressed in the CIC Plan as described under the section “Change-In-Control Plan” below).

  67. Change in Control Plan

    Change in Control Plan All NEOs participate in our Change in Control Severance Plan (“CIC Plan”). The CIC Plan was adopted to mitigate the concern that those involved in considering a potential change in control transaction might otherwise be motivated to act in their own interests rather than the best interests of our shareholders, and to assure continuity of management in circumstances that reduce or eliminate job security and might otherwise lead to accelerated departures. The CIC Plan provides cash severance benefits if a change in control (as defined therein) (“CIC”) occurs and an officer’s employment is terminated in connection with such CIC or within two years thereafter by the employer without Cause or by the officer with Good Reason (each as defined therein). Cash severance benefits in the event of such a qualifying termination will be based on an individually defined multiple ranging from 1.5 for executive officers to 3.0 for the CEO (the “Severance Multiple”). Individual cash severance benefits under the CIC Plan include: (i) the product of the individual’s base salary in effect at termination multiplied by the Severance Multiple; (ii) the product of the individual’s then-current cash target incentive award multiplied by the Severance Multiple; and (iii) a target cash incentive award for the year of termination pro-rated for the portion of the performance cycle completed through the date of termination. Cash severance benefits under the CIC Plan will be reduced by severance-related benefits provided through any other Allegion severance program. In addition, participants in the CIC Plan will, in the event of a qualifying termination, receive continued health benefits for a term of years equal to the Severance Multiple and outplacement benefits of up to $25,000. The CIC Plan does not provide for payment of, or reimbursement for, any tax payments or other tax gross ups related to the severance benefits. However, the CIC Plan does provide for cash severance benefits to be adjusted so participants will receive the better after-tax benefit treatment (“Best of Net” approach) between (i) cash severance payments paid in full, with the executive responsible for all taxes incurred, or (ii) cash severance payments reduced to avoid triggering excise taxes. Under the 2013 Incentive Stock Plan (the “2013 Stock Plan”) and 2023 Incentive Stock Plan (the “2023 Stock Plan”), in the event of a CIC, outstanding unvested stock options and RSUs will immediately vest and become exercisable or payable, as applicable, unless a substantially equivalent alternate award is provided by the surviving entity following the CIC. PSU awards will be deemed vested on a pro-rata basis, based on the target award opportunity and total number of months worked in the applicable performance period.

  68. Senior Executive Performance Plan

    Senior Executive Performance Plan The Senior Executive Performance Plan (“SEPP”) is a shareholder approved plan that funds the annual cash incentive awards that may be granted to each of the NEOs under the AIP. Under the SEPP, the maximum amount of annual cash incentive that can be paid to the CEO is 1.5% of Consolidated OI from Continuing Operations, as defined in the SEPP, and the maximum amount of annual cash incentive that can be paid to any other covered executive is 0.6% of Consolidated OI from Continuing Operations. The Compensation and Human Capital Committee may exercise its discretion to pay less than the maximum amount to the NEOs, after considering the factors described in the AIP.

  69. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards In 2024, we granted annual equity awards to all of our NEOs following our earnings release for the fourth quarter and full-year results for 2024. We intend to continue to regularly follow this practice. In response to Item 402(x)(1) of Regulation S-K, the Compensation and Human Capital Committee does not grant or determine the terms of equity awards in anticipation of the release of material nonpublic information. Similarly, we do not time the release of material nonpublic information based on equity award grant dates.

  70. 2024 SUMMARY COMPENSATION TABLE

    2024 SUMMARY COMPENSATION TABLE

  71. 2024 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(b) | Option Awards ($)(c) | Non- Equity Incentive Plan Compensation ($)(d) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(e) | All Other Compensation ($)(f) | Total ($) | | John H. Stone President and CEO | 2024 | 1,040,000 | — | 4,662,601 | 1,375,035 | 1,196,780 | — | 183,944 | 8,458,360 | | | 2023 | 1,030,000 | — | 4,429,896 | 1,375,011 | 2,025,738 | — | 136,800 | 8,997,445 | | | 2022 | 480,769 | 1,250,000 | 5,500,100 | 2,000,016 | — | — | 94,593 | 9,325,478 | | Michael J. Wagnes Senior Vice President and CFO | 2024 | 600,000 | — | 1,271,786 | 375,032 | 473,419 | — | 117,743 | 2,837,980 | | | 2023 | 563,750 | — | 1,208,254 | 375,006 | 704,404 | 6,888 | 84,632 | 2,942,934 | | | 2022 | 473,941 | — | 784,458 | 250,020 | 324,712 | — | 66,732 | 1,899,863 | | Timothy P. Eckersley Senior Vice President, Allegion International | 2024 | 565,300 | — | 762,989 | 225,019 | 390,735 | 565,734 | 110,022 | 2,619,799 | | | 2023 | 545,900 | — | 2,168,528 | 207,514 | 633,941 | — | 75,501 | 3,631,384 | | | 2022 | 522,615 | — | 647,200 | 206,277 | 202,694 | — | 83,112 | 1,661,898 | | David S. Ilardi Senior Vice President, Allegion Americas | 2024 | 536,250 | — | 741,782 | 218,758 | 365,393 | — | 82,203 | 1,944,386 | | | 2023 | 483,750 | — | 600,193 | 186,274 | 644,590 | 3,812 | 73,618 | 1,992,237 | | | 2022 | 416,497 | — | 470,747 | 150,012 | 295,507 | — | 64,534 | 1,397,297 | | Jeffrey N. Braun Senior Vice President, General Counsel | 2024 | 500,925 | — | 720,576 | 212,538 | 278,942 | — | 77,839 | 1,790,820 | | | 2023 | 484,000 | — | 664,521 | 206,268 | 477,682 | — | 75,617 | 1,908,088 | | | 2022 | 463,869 | — | 647,200 | 206,277 | 291,581 | — | 75,820 | 1,684,747 | | Stacy Cozad Former Senior Vice President, General Counsel and Corporate Secretary(a) | 2024 | 158,654 | 250,000 | 1,079,199 | 325,028 | 107,162 | — | 1,928,604 | 3,848,647 |

  72. 2024 SUMMARY COMPENSATION TABLE

    (a) Ms. Cozad was not an NEO in the fiscal years ended December 31, 2023, or 2022. Ms. Cozad served as Senior Vice President, General Counsel and Corporate Secretary from August 2024 to November 2024. She succeeded Mr. Braun who, prior to Ms. Cozad’s appointment, served as our General Counsel for more than 10 years and was an NEO in the fiscal year ended December 31, 2022, but not 2023. Mr. Braun was reappointed as Senior Vice President, General Counsel and Corporate Secretary following Ms. Cozad’s departure in November 2024. (b) Reflects the aggregate grant date fair value of PSU awards and any RSU awards granted during the respective fiscal year calculated in accordance with ASC Topic 718 and do not reflect amounts paid to or realized by the NEOs in respect of those awards. In determining the aggregate grant date fair value of the PSU awards, the awards are valued assuming target level performance achievement. If the maximum level performance achievement is assumed, the aggregate grant date fair value of the PSU awards granted in 2024 would be $6,575,040, $1,793,362, $1,075,956, $1,046,050 and $1,016,146 for Messrs. Stone, Wagnes, Eckersley, Ilardi and Braun, respectively and $1,508,168 for Ms. Cozad. For a discussion of the assumptions made in determining the ASC 718 values, see Note 15, “Share-Based Compensation,” to our consolidated financial statements contained in the Company’s 2024 Form 10-K. Ms. Cozad forfeited her stock awards upon her departure in November 2024. Please see the 2024 Grants of Plan-Based Awards table for additional details of the 2024 grants included in this column. (c) Reflects the aggregate grant date fair value of stock options granted during the respective fiscal year calculated in accordance with ASC 718 and do not reflect amounts paid to or realized by the NEOs in respect of those awards. For a discussion of the assumptions made in determining the ASC 718 values, see Note 15, “Share-Based Compensation,” to our consolidated financial statements contained in the 2024 Form 10-K. Ms. Cozad forfeited her option award upon her departure in November 2024. Reflects the amounts earned for the respective fiscal year under our AIP program. AIP awards are paid in cash. For more information about our AIP program, please see the section entitled “2024 AIP Awards” within the CD&A. Amounts reported in this column reflect the aggregate change in the actuarial present value of the accumulated benefits under our Qualified Pension Plan, Supplemental Pension Plan, Key Management Supplemental Plan and EDCP, as applicable. The change in pension benefits value is attributable to the additional year of service and age, the annual AIP award and any annual salary increase and any changes in the interest rates used to value the benefits. For Mr. Wagnes, the Supplemental Pension Plan decreased by $107 and the Qualified Pension Plan decreased by $3,604. Since the aggregate change was negative, it was limited to $0 for 2024. For Mr. Ilardi, the Qualified Pension Plan decreased by $2,917. Since the change was negative, it was limited to $0 for 2024. For additional information, see the 2024 Pension Benefits table. The plans do not permit above-market or preferential earnings on any nonqualified deferred compensation. (f) The following table summarizes the components of the amounts reported for each NEO in this column for 2024:

  73. 2024 SUMMARY COMPENSATION TABLE

    | Name | Company Matching Contributions ($)(1) | Relocation ($)(2) | Tax Assistance ($)(2) | Post Termination Compensation ($)(3) | Other Benefits ($)(4) | Total ($) | | John H. Stone | 183,944 | — | — | — | — | 183,944 | | Michael J. Wagnes | 104,353 | — | — | — | 13,390 | 117,743 | | Timothy P. Eckersley | 95,940 | — | — | — | 14,082 | 110,022 | | David S. Ilardi | 68,463 | — | — | — | 13,740 | 82,203 | | Jeffrey N. Braun | 64,304 | — | — | — | 13,535 | 77,839 | | Stacy Cozad | 8,885 | 87,211 | 28,636 | 1,797,167 | 6,705 | 1,928,604 |

  74. 2024 SUMMARY COMPENSATION TABLE

    (1) Represents matching contributions under our ESP and Supplemental ESP plans, as applicable. (2) Represents payments made towards relocation to Indianapolis upon job acceptance and the related tax assistance. (3) Represents the severance payments payable to Ms. Cozad in connection with her departure pursuant to her separation agreement, described in further detail below under “Potential Payments Upon Termination or Change-in-Control at 2024 Year End.” Includes: (a) financial counseling services; (b) officer physical reimbursement program; and (c) product rebate program reimbursements.

  75. 2024 GRANTS OF PLAN-BASED AWARDS

    2024 GRANTS OF PLAN-BASED AWARDS The following table provides certain information regarding plan-based awards granted to the NEOs during fiscal year ended December 31, 2024.

  76. 2024 GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | John H. Stone | | | | | | | | | | | | | AIP | 2/7/2024 | 650,000 | 1,300,000 | 2,600,000 | — | — | — | — | — | — | — | | RSUs | 2/22/2024 | — | — | — | — | — | — | 10,554 | — | — | 1,375,081 | | PSUs (2024-2026) | 2/22/2024 | — | — | — | 10,554 | 21,107 | 42,214 | — | — | — | 3,287,520 | | Options | 2/22/2024 | — | — | — | — | — | — | — | 33,603 | 130.290 | 1,375,035 | | Michael J. Wagnes | | | | | | | | | | | | | AIP | 2/7/2024 | 257,125 | 514,250 | 1,028,500 | — | — | — | — | — | — | — | | RSUs | 2/22/2024 | — | — | — | — | — | — | 2,879 | — | — | 375,105 | | PSUs (2024-2026) | 2/22/2024 | — | — | — | 2,879 | 5,757 | 11,514 | — | — | — | 896,681 | | Options | 2/22/2024 | — | — | — | — | — | — | — | 9,165 | 130.290 | 375,032 | | Timothy P. Eckersley | | | | | | | | | | | | | AIP | 2/7/2024 | 213,750 | 427,500 | 855,000 | — | — | — | — | — | — | — | | RSUs | 2/22/2024 | — | — | — | — | — | — | 1,727 | — | — | 225,011 | | PSUs (2024-2026) | 2/22/2024 | — | — | — | 1,727 | 3,454 | 6,908 | — | — | — | 537,978 | | Options | 2/22/2024 | — | — | — | — | — | — | — | 5,499 | 130.290 | 225,019 | | David S. Ilardi | | | | | | | | | | | | | AIP | 2/7/2024 | 206,250 | 412,500 | 825,000 | — | — | — | — | — | — | — | | RSUs | 2/22/2024 | — | — | — | — | — | — | 1,679 | — | — | 218,757 | | PSUs (2024-2026) | 2/22/2024 | — | — | — | 1,679 | 3,358 | 6,716 | — | — | — | 523,025 | | Options | 2/22/2024 | — | — | — | — | — | — | — | 5,346 | 130.290 | 218,758 | | Jeffrey N. Braun | | | | | | | | | | | | | AIP | 2/7/2024 | 151,500 | 303,000 | 606,000 | — | — | — | — | — | — | — | | RSUs | 2/22/2024 | — | — | — | — | — | — | 1,631 | — | — | 212,503 | | PSUs (2024-2026) | 2/22/2024 | — | — | — | 1,631 | 3,262 | 6,524 | — | — | — | 508,073 | | Options | 2/22/2024 | — | — | — | — | — | — | — | 5,194 | 130.290 | 212,538 | | Stacy Cozad(a) | | | | | | | | | | | | | AIP | 8/5/2024 | 206,250 | 412,500 | 825,000 | — | — | — | — | — | — | — | | RSUs | 9/4/2024 | — | — | — | — | — | — | 2,368 | — | — | 325,115 | | PSUs (2024-2026) | 9/4/2024 | — | — | — | 2,368 | 4,735 | 9,470 | — | — | — | 754,084 | | Options | 9/4/2024 | — | — | — | — | — | — | — | 7,943 | 137.295 | 325,028 |

  77. 2024 GRANTS OF PLAN-BASED AWARDS

    In connection with her departure in November 2024, Ms. Cozad received a pro-rated amount of the AIP award based on time served and forfeited all of her plan-based equity awards. For more information, see “Potential Payments Upon Termination or Change-in-Control at 2024 Year End” below.

  78. OUTSTANDING EQUITY AWARDS AT 2024 YEAR END

    OUTSTANDING EQUITY AWARDS AT 2024 YEAR END The following table shows, for each of the NEOs, all equity awards that were outstanding as of December 31, 2024.

  79. OUTSTANDING EQUITY AWARDS AT 2024 YEAR END

    | | | | Option Awards | | | Stock Awards | | | | | Name(a) | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(b) | Number of Securities Underlying Unexercised Options (#) Unexercisable(b) | Option Exercise Price ($) | Option Expiration Date(c) | Number of Shares or Units of Stock that have Not Vested (#)(d) | Market Value of Shares or Units of Stock that have Not Vested ($)(e) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have Not Vested (#)(f) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have Not Vested ($)(e) | | John H. Stone | 2/22/2024 | — | 33,603 | 130.290 | 2/22/2034 | 10,554 | 1,379,197 | 21,107 | 2,758,263 | | | 2/24/2023 | 13,617 | 27,233 | 112.590 | 2/24/2033 | 8,142 | 1,063,997 | 24,425 | 3,191,859 | | | 8/1/2022 | 48,450 | 24,225 | 105.700 | 8/1/2032 | 39,027 | 5,100,048 | — | — | | Michael J. Wagnes | 2/22/2024 | — | 9,165 | 130.290 | 2/22/2034 | 2,879 | 376,228 | 5,757 | 752,325 | | | 2/24/2023 | 3,714 | 7,427 | 112.590 | 2/24/2033 | 2,221 | 290,240 | 6,662 | 870,590 | | | 2/17/2022 | 5,829 | 2,916 | 115.335 | 2/17/2032 | 723 | 94,482 | 5,074 | 663,070 | | | 2/18/2021 | 2,001 | — | 109.140 | 2/18/2031 | — | — | — | — | | | 2/20/2020 | 1,952 | — | 129.325 | 2/20/2030 | — | — | — | — | | | 2/21/2019 | 1,597 | — | 88.080 | 2/21/2029 | — | — | — | — | | | 2/22/2018 | 1,468 | — | 86.930 | 2/22/2028 | — | — | — | — | | | 2/13/2017 | 1,716 | — | 71.8350 | 2/13/2027 | — | — | — | — | | | 2/16/2016 | 1,577 | — | 57.850 | 2/16/2026 | — | — | — | — | | Timothy P. Eckersley | 2/22/2024 | — | 5,499 | 130.290 | 2/22/2034 | 1,727 | 225,684 | 3,454 | 451,369 | | | 4/12/2023 | — | — | — | | — | — | 6,910 | 902,999 | | | 2/24/2023 | 2,055 | 4,110 | 112.590 | 2/24/2033 | 1,229 | 160,606 | 3,686 | 481,686 | | | 2/17/2022 | 4,809 | 2,406 | 115.335 | 2/17/2032 | 597 | 78,016 | 4,186 | 547,026 | | | 2/18/2021 | 6,003 | — | 109.140 | 2/18/2031 | — | — | — | — | | | 2/20/2020 | 5,855 | — | 129.325 | 2/20/2030 | — | — | — | — | | David S. Ilardi | 2/22/2024 | — | 5,346 | 130.290 | 2/22/2034 | 1,679 | 219,412 | 3,358 | 438,823 | | | 2/24/2023 | 1,845 | 3,689 | 112.590 | 2/24/2033 | 1,103 | 144,140 | 3,309 | 432,420 | | | 2/17/2022 | 3,497 | 1,750 | 115.335 | 2/17/2032 | 434 | 56,715 | 3,045 | 397,921 | | | 2/18/2021 | 901 | — | 109.140 | 2/18/2031 | — | — | — | — | | | 2/20/2020 | 830 | — | 129.325 | 2/20/2030 | — | — | — | — | | | 2/21/2019 | 728 | — | 88.080 | 2/21/2029 | — | — | — | — | | | 2/22/2018 | 631 | — | 86.930 | 2/22/2028 | — | — | — | — | | | 2/13/2017 | 549 | — | 71.835 | 2/13/2027 | — | — | — | — | | | 2/16/2016 | 789 | — | 57.850 | 2/16/2026 | — | — | — | — | | Jeffrey N. Braun | 2/22/2024 | — | 5,194 | 130.290 | 2/22/2034 | 1,631 | 213,139 | 3,262 | 426,278 | | | 2/24/2023 | 2,043 | 4,085 | 112.590 | 2/24/2033 | 1,221 | 159,560 | 3,664 | 478,812 | | | 2/17/2022 | 4,809 | 2,406 | 115.335 | 2/17/2032 | 597 | 78,016 | 4,186 | 547,026 | | | 2/18/2021 | 7,253 | — | 109.140 | 2/18/2031 | — | — | — | — | | | 2/20/2020 | 6,099 | — | 129.325 | 2/20/2030 | — | — | — | — | | | 2/21/2019 | 7,342 | — | 88.080 | 2/21/2029 | — | — | — | — | | | 2/22/2018 | 2,055 | — | 86.930 | 2/22/2028 | — | — | — | — |

  80. OUTSTANDING EQUITY AWARDS AT 2024 YEAR END

    (a) In connection with her departure in November 2024, Ms. Cozad forfeited all of her outstanding equity awards. Stock option awards become exercisable in three equal installments beginning on the first anniversary of the grant date, subject to continued employment or retirement. Stock option awards expire on the tenth anniversary of the grant date. (d) Represents unvested RSUs that vest in three equal installments beginning on the first anniversary after the date of grant, except in the case of the August 2022 RSUs granted to Mr. Stone, subject to continued employment or retirement. Mr. Stone’s August 2022 RSUs vest 25% on each of the second and third anniversaries of the grant date, with the remaining 50% vesting on the fourth anniversary of the grant date, subject to continued employment or retirement. (e) The market value was computed based on $130.68 per share, the closing market price of our ordinary shares on December 31, 2024, as reported on the NYSE. (f) Except as noted below, the PSUs generally vest upon the completion of a three-year performance period and the NEO’s continued employment. The number of shares received is based on achievement of performance goals as certified by the Compensation and Human Capital Committee. The amounts reported in this column represent the number of unvested and unearned PSUs based on the target performance level. In February 2025, the Compensation and Human Capital Committee certified the level of performance achievement with respect to the PSUs granted to certain NEOs in February 2022 relating to the performance period ended December 31, 2024. Accordingly, such PSUs are also included in this column, with the number of shares reported in this column representing 117% of the target number of shares underlying the PSU awards. The PSUs granted to Mr. Eckersley in April 2023 vest as described on page 49. The Compensation and Human Capital Committee certified the level of achievement at 91% with respect to the PSUs that were due to vest in 2025. There is one payout remaining for 2026 subject to achievement.

  81. 2024 OPTION EXERCISES AND STOCK VESTED

    2024 OPTION EXERCISES AND STOCK VESTED The following table provides certain information regarding the exercise of stock options and the vesting of stock awards for each of the NEOs, as applicable, during the fiscal year ended December 31, 2024.

  82. 2024 OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name(a) | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(b) | | John H. Stone | — | — | 17,079 | 2,287,351 | | Michael J. Wagnes | — | — | 2,461 | 320,963 | | Timothy P. Eckersley | 19,754 | 1,097,537 | 19,662 | 2,551,691 | | David S. Ilardi | — | — | 1,575 | 206,564 | | Jeffrey N. Braun | — | — | 4,087 | 527,063 |

  83. 2024 OPTION EXERCISES AND STOCK VESTED

    (a) Ms. Cozad did not vest in any equity awards in 2024. The value realized on vesting is calculated by multiplying the number of shares of stock by the market value of the underlying shares on the vesting date.

  84. 2024 PENSION BENEFITS

    2024 PENSION BENEFITS Each of the NEOs (other than Messrs. Stone and Braun) participate in one or more of the following defined benefit plans: • the Qualified Pension Plan; • the Schlage Lock Company LLC Supplemental Pension Plan (the “Supplemental Pension Plan”); and • the Schlage Lock Company LLC Key Management Supplemental Plan (the “KMP”). The Qualified Pension Plan is a funded, tax-qualified, non-contributory defined benefit plan that covers eligible U.S. employees hired prior to July 1, 2012. The Qualified Pension Plan provides for normal retirement at age 65. A participant becomes vested in the benefit: (i) after five years of service, or (ii) if, while employed, the participant (a) attains age 65, (b) dies or (c) becomes disabled. The formula to determine the lump sum benefit under the Qualified Pension Plan is 5% of final average pay (the five highest consecutive years out of the last ten years of eligible compensation) for each year of credited service. A choice for distribution between various annuity options and a lump sum option is available. The Qualified Pension Plan was closed to new participants on July 1, 2012, and no further benefits accrue to any Qualified Pension Plan participant for service performed after December 31, 2022. Certain participants made an election in 2012 to forego accruing further benefits for service performed after December 31, 2012, and, in lieu, receive a non-elective employer contribution equal to 2% of eligible compensation in the ESP. Messrs. Wagnes and Ilardi made this election. NEOs hired on July 1, 2012, through and including December 1, 2013, and eligible to participate in the ESP received the non-elective employer contribution. Employees whose accruals ceased effective December 31, 2022, in the Qualified Pension Plan, began receiving an employer core contribution of 2% of eligible pay in the ESP effective January 1, 2023. The Supplemental Pension Plan is an unfunded, nonqualified, non-contributory defined benefit restoration plan. Since the IRS limits the annual compensation recognized when calculating benefits under the Qualified Pension Plan, the Supplemental Pension Plan restores what is lost in the Qualified Pension Plan due to these limits. The Supplemental Pension Plan covers all our employees who participate in the Qualified Pension Plan and who are impacted by the IRS’ compensation limits. A participant must meet the vesting requirements of the Qualified Pension Plan to vest for benefits under the Supplemental Pension Plan. Benefits under the Supplemental Pension Plan are available only as a lump-sum distribution after termination and paid in accordance with Section 409A of the Code. As a result of the 2012 changes to the Qualified Pension Plan, the Supplemental Pension Plan was closed to employees hired on or after July 1, 2012, and no further benefits will accrue to any Supplemental Pension Plan participant for service performed after December 31, 2022, or after December 31, 2012, to the extent the participant made an election to forgo accruing further benefits as previously described. The KMP, which is closed to new participants, is an unfunded, nonqualified, non-contributory defined benefit plan designed to replace a percentage of an employee’s final average pay based on the employee’s age and years of service at the time of retirement. Mr. Eckersley is vested in the KMP. Final average pay is defined as the sum of the employee’s current annual salary plus the average of the employee’s three highest annual incentive awards during the most recent six years. No other elements of compensation (other than salary and AIP awards) are included in final average pay. The KMP provides a benefit pursuant to a formula in which 1.7% of an employee’s final average pay is multiplied by years of service (up to a maximum of 30 years) and then reduced by the value of other retirement benefits the employee will receive that are provided by us under certain qualified and nonqualified retirement plans as well as Social Security. Vesting occurs at the earlier of the attainment of age 55 and the completion of 5 years of service or age 65. Benefits are only available as a lump sum after termination and paid in accordance with Section 409A of the Code.

  85. 2024 Pension Benefits

    2024 Pension Benefits The table below represents the estimated present value of defined benefits for the plans in which each NEO participates.

  86. 2024 Pension Benefits

    | Name(a) | Plan Name | Number of Years Credited Service (#)(b) | Present Value of Accumulated Benefit ($)(c) | Payments During Last Fiscal Year ($) | | John H. Stone | — | — | — | — | | Michael J. Wagnes | Qualified Pension Plan | 6.75 | 46,166 | — | | | Supplemental Pension Plan | 6.75 | 3,369 | — | | Timothy P. Eckersley | Qualified Pension Plan | 15.17 | 236,911 | — | | | Supplemental Pension Plan | 15.17 | 521,964 | — | | | KMP | 17.17 | 2,941,574 | — | | David S. Ilardi | Qualified Pension Plan | 10.50 | 26,466 | — | | Jeffrey N. Braun | — | — | — | — | | Stacy Cozad | — | — | — | — |

  87. 2024 Pension Benefits

    (a) Neither Mr. Stone nor Mr. Braun participates in any Company defined benefit plan. Ms. Cozad did not participate in any Company defined benefit plan in 2024. (b) For officers or managers first covered under the KMP prior to May 19, 2009, by Ingersoll Rand, a full year of service is credited for any year in which they work at least one day, otherwise, the number of years of credited service under the KMP is based on elapsed time (i.e., credit is given for each month in which a participant works at least one day). The number of years of credit service in the Qualified Pension Plan and Supplemental Pension Plan are based on elapsed time. No additional credited service is earned under the Qualified Pension Plan and Supplemental Pension Plan effective December 31, 2022. (c) The amounts in this column reflect the estimated present value of each NEO’s accumulated benefit under the plans indicated. The calculations reflect the value of the benefits assuming that each NEO was fully vested under each plan. The benefits were computed as of December 31, 2024, consistent with the assumptions described in Note 12, “Defined Benefit Plans,” to our consolidated financial statements contained in the 2024 Form 10-K.

  88. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION The EDCP is a nonqualified plan that permitted certain employees, including certain NEOs, to defer receipt of up to 50% of their annual salary and up to 100% of their AIP awards and PSU awards received upon commencement of employment. Elections to defer were made prior to the beginning of the performance period. Amounts deferred under the EDCP are unsecured contractual obligations that are paid from our general assets and are available to creditors in the event of the Company’s insolvency. Participants are offered a range of investment options that best suit the participants’ goals, time horizon and risk tolerance. As of January 1, 2019, the EDCP was frozen to new participants and deferrals. Existing balances remain in place and are subject to the elections on file. Participants have the ability to make distribution changes or investment elections for current deferred assets. Participants are 100% vested in all amounts deferred and bear the risk of any earnings and losses on such deferred amounts. Generally, deferred amounts may be distributed following termination of employment or at the time of a scheduled in-service distribution date chosen by the participant. If a participant has completed five or more years of service at the time of termination, or is terminated due to long-term disability, death or retirement, the distribution is paid in accordance with the participant’s election. If a participant terminates without meeting these requirements, the account balance for all plan years will be paid in a lump sum in the year following the year of termination. A participant can elect to receive distributions at termination over a period of 5, 10 or 15 annual installments, or in a single lump sum. A participant can elect to receive scheduled in-service distributions in future years that are at least two years after the end of the plan year for which they are deferring. In-service distributions can be received in two to five annual installments, or if no election is made, in a lump sum. For those participants who have investments in Company ordinary shares, the distribution of these assets will be in the form of ordinary shares, not cash. Additionally, we offer a U.S. nonqualified, defined contribution plan called the Supplemental Employee Savings Plan (the “Supplemental ESP”). The Supplemental ESP is an unfunded plan that makes up matching and core contributions that cannot be made to the ESP due to Internal Revenue Service (“IRS”) or plan limitations. The Supplemental ESP is deemed invested in funds selected by participants and includes the same funds available in the ESP except for a self-directed brokerage account, which is not available in the Supplemental ESP.

  89. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation The following table provides information regarding contributions, distributions, earnings and balances for each NEO under our nonqualified deferred compensation plans:

  90. 2024 Nonqualified Deferred Compensation

    | Name | Executive Contributions in 2024 Fiscal Year ($) | Registrant Contributions in 2024 Fiscal Year ($)(a) | Aggregate Earnings in 2024 Fiscal Year ($)(b) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at 2024 Fiscal Year End ($)(c) | | John H. Stone | | | | | | | Supplemental ESP | — | 163,244 | 27,719 | — | 332,944 | | Michael J. Wagnes | | | | | | | Supplemental ESP | — | 76,753 | 41,416 | — | 405,600 | | Timothy P. Eckersley | | | | | | | EDCP | — | — | 117,343 | (311,615) | 953,676 | | Supplemental ESP | — | 68,340 | 44,503 | — | 940,724 | | David S. Ilardi | | | | | | | Supplemental ESP | — | 42,038 | 11,624 | — | 125,331 | | Jeffrey N. Braun | | | | | | | Supplemental ESP | — | 36,704 | 41,166 | — | 492,035 | | Stacy Cozad(d) | — | — | — | — | — |

  91. 2024 Nonqualified Deferred Compensation

    (a) The amounts in this column are included in the “All Other Compensation” column of the 2024 Summary Compensation Table. (b) This column represents gains and losses on investments, as well as dividends on ordinary shares or ordinary share equivalents. The earnings or losses reported in this column are not included in the 2024 Summary Compensation Table. (c) This column includes the amounts reflected in the table below which are also reported in the 2024 Summary Compensation Table for 2024 and, other than for Ms. Cozad (who was not an NEO in previous fiscal years), have been reported in the 2024 Summary Compensation Table for previous fiscal years.

  92. 2024 Nonqualified Deferred Compensation

    | Name | EDCP ($) | Supplemental ESP ($) | | John H. Stone | — | 290,790 | | Michael J. Wagnes | — | 153,423 | | Timothy P. Eckersley | 1,122,594 | 472,956 | | David S. Ilardi | — | 96,587 | | Jeffrey N. Braun | — | 36,704 |

  93. 2024 Nonqualified Deferred Compensation

    Ms. Cozad was not eligible to participate in the EDCP or the Supplemental ESP in 2024.

  94. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL AT 2024 YEAR END

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL AT 2024 YEAR END The following table and discussion describe the potential payments and other benefits to which each of the NEOs (other than Ms. Cozad) would be entitled in the event of a termination of such executive’s employment on December 31, 2024, including a qualifying termination following a CIC. The potential payments were determined under the terms of our plans and arrangements in effect on December 31, 2024. The table does not include any pension benefits or nonqualified deferred compensation amounts that would be paid to an NEO, which are set forth in the 2024 Pension Benefits table and the 2024 Nonqualified Deferred Compensation table, except to the extent that the NEO is entitled to an additional benefit as a result of the specified termination scenario. The amounts reported are merely estimates, as we are not able to determine actual amounts unless and until an applicable scenario occurs.

  95. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL AT 2024 YEAR END

    | | Retirement ($) | Involuntary without Cause ($) | Change in Control ($) | Disability ($) | Death ($) | | John H. Stone | | | | | | | Severance(a) | — | — | 7,020,000 | — | — | | 2024 Earned but Unpaid AIP Award(s)(b) | — | 1,196,780 | 1,196,780 | 1,196,780 | 1,196,780 | | PSU Award Payout(c) | — | 3,047,327 | 3,047,327 | 3,047,327 | 3,047,327 | | Value of Unvested Equity Awards(d) | — | 6,947,610 | 8,654,132 | 8,654,132 | 8,654,132 | | Outplacement(e) | — | — | 25,000 | — | — | | Health Benefits(f) | — | — | 79,993 | — | — | | Total | — | 11,191,717 | 20,023,232 | 12,898,239 | 12,898,239 | | Michael J. Wagnes | | | | | | | Severance(a) | — | — | 2,238,500 | — | — | | 2024 Earned but Unpaid AIP Award(s)(b) | — | 473,419 | 473,419 | 473,419 | 473,419 | | PSU Award Payout(c) | — | 1,471,459 | 1,471,459 | 1,471,459 | 1,471,459 | | Value of Unvested Equity Awards(d) | — | 478,095 | 943,624 | 943,624 | 943,624 | | Outplacement(e) | — | — | 25,000 | — | — | | Health Benefits(f) | — | — | 54,121 | — | — | | Total | — | 2,422,973 | 5,206,123 | 2,888,502 | 2,888,502 | | Timothy P. Eckersley | | | | | | | Severance(a) | — | — | 1,995,000 | — | — | | 2024 Earned but Unpaid AIP Award(s)(b) | 390,735 | 390,735 | 390,735 | 390,735 | 390,735 | | PSU Award Payout(c) | 1,941,035 | 1,941,035 | 1,640,122 | 1,640,122 | 1,640,122 | | Value of Unvested Equity Awards(d) | 577,721 | 577,721 | 577,721 | 577,721 | 577,721 | | Outplacement(e) | — | — | 25,000 | — | — | | Health Benefits(f) | — | — | 39,530 | — | — | | Total | 2,909,491 | 2,909,491 | 4,668,108 | 2,608,578 | 2,608,578 | | David S. Ilardi | | | | | | | Severance(a) | — | — | 1,925,000 | — | — | | 2024 Earned but Unpaid AIP Award(s)(b) | — | 365,393 | 365,393 | 365,393 | 365,393 | | PSU Award Payout(c) | — | 818,788 | 818,788 | 818,788 | 818,788 | | Value of Unvested Equity Awards(d) | — | 262,848 | 515,940 | 515,940 | 515,940 | | Outplacement(e) | — | — | 25,000 | — | — | | Health Benefits(f) | — | — | 54,121 | — | — | | Total | — | 1,447,029 | 3,704,242 | 1,700,121 | 1,700,121 |

  96. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL AT 2024 YEAR END

    | | Retirement ($) | Involuntary without Cause ($) | Change in Control ($) | Disability ($) | Death ($) | | Jeffrey N. Braun | | | | | | | Severance(a) | — | — | 1,616,000 | — | — | | 2024 Earned but Unpaid AIP Award(s)(b) | 278,942 | 278,942 | 278,942 | 278,942 | 278,942 | | PSU Award Payout(c) | 1,273,696 | 1,273,696 | 989,510 | 989,510 | 989,510 | | Value of Unvested Equity Awards(d) | 563,559 | 563,559 | 563,559 | 563,559 | 563,559 | | Outplacement(e) | — | — | 25,000 | — | — | | Health Benefits(f) | — | — | 39,846 | — | — | | Total | 2,116,197 | 2,116,197 | 3,512,857 | 1,832,011 | 1,832,011 |

  97. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL AT 2024 YEAR END

    Please refer to the description of how severance is calculated under the heading below titled “Change in Control.” (b) Amounts represent the actual award earned for the 2024 performance period. (c) For “Involuntary Without Cause,” this assumes group termination or job elimination. Amounts are based on the closing market price of our ordinary shares on December 31, 2024, as reported on the NYSE, which was $130.68 per share. For “Involuntary Without Cause” other than for a group termination or job elimination, all PSUs held by the NEO would be forfeited. (d) For “Involuntary Without Cause,” this assumes group termination. The amounts shown represent (i) the value of the NEO’s eligible then-unvested RSUs, which is calculated based on the number of unvested RSUs multiplied by the closing market price of our ordinary shares on December 31, 2024, which was $130.68 per share and (ii) the intrinsic value of the unvested stock options, which is calculated based on the difference between such closing market price on December 31, 2024, and the relevant exercise price. For purposes of a “Change in Control,” we assume that an alternate award is not provided and the vesting of the unvested awards accelerates. For retirement eligible NEOs, the eligible equity awards do not accelerate but continue to vest on the same basis as if they were actively employed. For “Involuntary Without Cause” other than for a group termination, all RSUs and stock options held by the NEO would be forfeited. (e) For the “Change in Control,” the amount represents the maximum expenses we would reimburse the NEO for professional outplacement services. (f) Represents our cost of continued active coverage for 36 months for the CEO and 24 months for the other NEOs.

  98. CEO PAY RATIO

    CEO PAY RATIO Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the median of the annual total compensation of our employees (other than the CEO), the annual total compensation of our CEO at December 31, 2024, Mr. Stone, and the ratio of these two amounts (such ratio, the “CEO Pay Ratio”). In 2024, our CEO’s annual total compensation was $8,458,360 as reflected in the 2024 Summary Compensation Table included in this proxy statement. Our median employee’s annual total compensation for 2024 was $64,714. As a result, the CEO Pay Ratio for 2024 was 131 to 1. We identified our median employee in December 2022, and are using the same median employee to calculate the 2024 CEO Pay Ratio. We reviewed the composition of roles and total number of employees as of December 1, 2024, and determined our employee population was substantially similar to 2022. To identify the “median employee” from our employee population, we defined our employee population, by excluding a total of 549 employees in India, Spain and Thailand, as permitted by the de minimis exemption provided in Item 402(u)(4)(ii) of Regulation S-K. We used base salary as our consistently applied compensation measure. We calculated the median pay and used a pay range of +/- 1% to identify the median employee population. The median employee is located in North America and works in operations.

  99. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation and Human Capital Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  100. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for First PEO ($)(1) | Summary Compensation Table Total for Second PEO ($)(1) | Compensation Actually Paid to First PEO ($)(1)(2)(3) | Compensation Actually Paid to Second PEO ($)(1)(2)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(1)(2)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ Millions) | Adjusted (Non-GAAP) EPS(5) | | | | | | | | | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(4) | | | | 2024 | — | 8,458,360 | — | 8,134,821 | 2,608,327 | 2,308,963 | 112.54 | 218.59 | 597.5 | $7.53 | | 2023 | — | 8,997,445 | — | 11,705,997 | 2,637,152 | 3,214,829 | 107.51 | 189.57 | 540.6 | $6.96 | | 2022 | 7,896,758 | 9,325,478 | 3,240,794 | 9,622,314 | 1,681,129 | 1,025,209 | 87.90 | 137.67 | 458.3 | $5.99 | | 2021 | 7,688,243 | — | 8,958,625 | — | 2,941,196 | 3,071,809 | 108.85 | 153.00 | 483.3 | $5.43 | | 2020 | 8,785,585 | — | 6,646,515 | — | 2,149,045 | 1,423,831 | 94.61 | 119.84 | 314.5 | $5.36 |

  101. PAY VERSUS PERFORMANCE

    (1) Mr. Petratis was our PEO from 2020 through July 2022 (“First PEO”). Mr. Stone has been our PEO since July 2022 (“Second PEO”). The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  102. PAY VERSUS PERFORMANCE

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Patrick S. Shannon | Patrick S. Shannon | Patrick S. Shannon | Michael J. Wagnes | Michael J. Wagnes | | Timothy P. Eckersley | Timothy P. Eckersley | Michael J. Wagnes | Timothy P. Eckersley | Timothy P. Eckersley | | Jeffrey N. Braun | Jeffrey N. Braun | Jeffrey N. Braun | David S. Ilardi | David S. Ilardi | | Lucia Veiga Moretti | Luis V. Orbegoso | Timothy P. Eckersley | Robert C. Martens | Jeffrey N. Braun | | Chris E. Muhlenkamp | | David S. Ilardi | | Stacy Cozad |

  103. PAY VERSUS PERFORMANCE

    (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the Second PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards columns set forth in the Summary Compensation Table.

  104. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total Second PEO ($) | Exclusion of Change in Pension Value for Second PEO ($) | Exclusion of Stock Awards and Option Awards for Second PEO ($) | Inclusion of Pension Service Cost for Second PEO ($) | Inclusion of Equity Values for Second PEO ($) | Compensation Actually Paid to Second PEO ($) | | 2024 | 8,458,360 | — | (6,037,636) | — | 5,714,097 | 8,134,821 |

  105. PAY VERSUS PERFORMANCE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 2,608,327 | (113,147) | (1,186,541) | 43,743 | 956,581 | 2,308,963 |

  106. PAY VERSUS PERFORMANCE

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  107. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Second PEO ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for J Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Second PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Second PEO ($) | Total – Inclusion of Equity Values for Second PEO ($) | | 2024 | 6,093,804 | (513,093) | — | 133,386 | — | 5,714,097 |

  108. PAY VERSUS PERFORMANCE

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total – Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 914,121 | 60,086 | — | (17,626) | — | 956,581 |

  109. PAY VERSUS PERFORMANCE

    (4) The Peer Group TSR set forth in this table utilizes the S&P 400 Capital Goods Index which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P 400 Capital Goods Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. We determined adjusted (Non-GAAP) EPS to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our Second PEO and Non-PEO NEOs in 2024. More information on adjusted (Non-GAAP) EPS can be found in Appendix A, Reconciliations of GAAP and Non-GAAP Financial Measures.

  110. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company and Peer Group Total Shareholder Return (“TSR”)

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company and Peer Group Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years, and the Peer Group TSR over the same period.

  111. Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income

    Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our Net Income during the five most recently completed fiscal years.

  112. Relationship Between PEOs and Other NEO Compensation Actually Paid and Adjusted EPS

    Relationship Between PEOs and Other NEO Compensation Actually Paid and Adjusted EPS The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our adjusted (Non-GAAP) EPS, as reported, during the five most recently completed fiscal years.