DEF 14A of Lennox International Inc, Apr 3, 2024

DEF 14A of Lennox International Inc

Filed Apr 3, 2024 · FY20230001193125-24-085732

Open on EDGAR

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    | Meeting Information | | DATE AND TIME Thursday, May 16, 2024 | 10:30 a.m., Central Daylight Time | | LOCATION Virtual Meeting. You must register in advance at www.proxydocs.com/LII to attend. After registering, you will receive further instructions by email, including a unique link to access the 2024 Annual Meeting. |

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    | Agenda | Board Recommendation | | Proposal 1 To elect three Class II directors for a three-year term expiring at the 2027 Annual Meeting of Stockholders | FOR each director nominee | | Proposal 2 To conduct an advisory vote to approve the compensation of our named executive officers as disclosed in this Proxy Statement | FOR | | Proposal 3 To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2024 fiscal year | FOR | | Transact any other business that may properly come before the 2024 Annual Meeting in accordance with the terms of our Bylaws | |

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    | Voting Methods Available to You | | | | INTERNET Visit the website on your Proxy Card | BY MAIL Mark, sign, date, and return your Proxy Card in the postage-paid envelope | Your vote is important. Please submit your proxy or voting instructions as soon as possible | | TELEPHONE Call the number on your Proxy Card | DURING THE MEETING You must register in advance at www.proxydocs.com/LII to virtually attend and vote during the 2024 Annual Meeting | Who May Vote Our stockholders of record at the close of business on March 25, 2024 are entitled to notice of, and to vote at, the 2024 Annual Meeting | | Important Notice Regarding the Availability of Proxy Materials for the for the Stockholder Meeting to be Held on May 16, 2024: The Proxy Statement, Proxy Card, and Annual Report on Form 10-K for the fiscal year ended December 31, 2023 accompany this Notice and are available at www.lennox.com and www.proxydocs.com/LII. | | By Order of the Board of Directors, John D. Torres Corporate Secretary |

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    | | Page | | GENERAL INFORMATION REGARDING THE 2024 ANNUAL MEETING OF STOCKHOLDERS | 1 | | EXECUTIVE SUMMARY | 3 | | PROPOSALS REQUIRING YOUR VOTE | 9 | | PROPOSAL 1 ELECTION OF DIRECTORS | 9 | | PROPOSAL 2 ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 18 | | PROPOSAL 3 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2024 FISCAL YEAR | 20 | | AUDIT COMMITTEE REPORT | 21 | | CORPORATE GOVERNANCE | 22 | | DIRECTOR COMPENSATION | 27 | | EXECUTIVE COMPENSATION | 29 | | COMPENSATION DISCUSSION AND ANALYSIS | 29 | | COMPENSATION COMMITTEE REPORT | 46 | | 2023 SUMMARY COMPENSATION TABLE | 47 | | 2023 GRANTS OF PLAN-BASED AWARDS | 49 | | OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END | 50 | | 2023 OPTION/SAR EXERCISES AND STOCK VESTED | 52 | | RETIREMENT PLANS | 52 | | 2023 PENSION BENEFITS | 54 | | 2023 NONQUALIFIED DEFERRED COMPENSATION | 55 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 55 | | CEO PAY RATIO | 62 | | PAY VERSUS PERFORMANCE DISCLOSURE | 63 | | EQUITY COMPENSATION PLAN INFORMATION | 66 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 67 | | BENEFICIAL OWNERSHIP OF COMMON STOCK | 68 | | OTHER INFORMATION | 70 | | ATTENDING AND VOTING AT THE ANNUAL MEETING OF SHAREHOLDERS | 70 | | PROXY MATERIALS AND SOLICITATION | 71 | | STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS | 72 | | CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS | 73 | | APPENDIX A—GAAP RECONCILIATION | A-1 |

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    -i-

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    | Virtual Annual Meeting Date and Time |

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    | | The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Lennox International Inc. (NYSE: LII) (the “Company,” “Lennox,” “LII,” “us,” “we,” or “our”) will be held on Thursday, May 16, 2024 at 10:30 a.m., Central Daylight Time (“CDT”), in a virtual-only meeting format, using live webcast, which provides stockholders the ability to participate in the annual meeting, vote their shares, and ask questions. You will not be able to attend the Annual Meeting in person. | | | We began mailing or making available this Proxy Statement and the accompanying Notice of 2024 Annual Meeting of Stockholders, Proxy Card, and Annual Report on Form 10-K to our stockholders on or about April 3, 2024 for the purpose of soliciting proxies on behalf of our Board of Directors (the “Board”). |

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    | Benefits of a Virtual Annual Meeting |

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    | | The virtual-only meeting format enhances stockholder access to the Annual Meeting by enabling stockholder attendance and participation from anywhere in the world, without cost. We believe that the virtual-only meeting format gives stockholders the opportunity to exercise the same rights as if they had attended an in-person meeting and encourages communication with our Board and management. |

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    | Attendance at the Virtual Annual Meeting |

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    Only stockholders of record and beneficial owners of shares of our common stock as of the close of business on March 25, 2024, the record date, may attend and participate in the Annual Meeting, including voting and submitting questions to be answered at the Annual Meeting. At the close of business on the record date, there were 35,622,124 shares of our common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote. To attend the Annual Meeting, you must register in advance at www.proxydocs.com/LII using the control number located on your Proxy Card, Notice of Internet Availability of Proxy Materials, or voting instruction form. Upon completing your registration, you will receive further instructions by email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions to be answered at the Annual Meeting. If you are a beneficial owner of shares registered in the name of a broker, bank, or other nominee, as part of the registration process, you will also need to provide the registered name on your account and the name of your broker, bank, or other nominee. The Annual Meeting will start promptly at 10:30 a.m, CDT. Stockholders may begin to log in to the Annual Meeting 15 minutes prior to the start time. If you encounter any difficulties accessing the virtual Annual Meeting platform, including any difficulties voting, you may call the technical support number that will be included in your instructional email.

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    | Questions at the Virtual Annual Meeting |

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    | | Our Annual Meeting allows stockholders to submit questions before and during the Annual Meeting. After the votes are tabulated for each of the proposals, there will be a designated question and answer period where we will respond to questions submitted by stockholders. We will answer as many questions as time permits, and any questions that we are unable to address during the Annual Meeting will be answered following the Annual Meeting. |

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    If we receive substantially similar questions, to avoid repetition we will group those questions together and provide a single response. Questions regarding personal matters or matters not relevant to the Annual Meeting will not be answered. We will also post questions submitted by stockholders and our answers on our website for a period of 60 days following the Annual Meeting.

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    | Matters to be Voted On |

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    At the Annual Meeting, you will be asked to vote on three proposals. Our Board recommends you vote “for” each of the director nominees in Proposal 1 and “for” Proposals 2 and 3. The proposals to be voted on at the Annual Meeting are:

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    | Record Versus Beneficial Ownership of Shares |

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    If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are the “stockholder of record” with respect to those shares. If you are a stockholder of record, we sent our proxy materials directly to you. If your shares are held in a stock brokerage account or by a bank, you are considered the “beneficial owner” of shares held in street name. In that case, our proxy materials will be forwarded to you by your broker or bank, which is considered the stockholder of record with respect to those shares. Your broker or bank will also send you instructions on how to vote. If you have not heard from your broker or bank, please contact them as soon as possible.

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    | About Lennox |

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    Lennox (NYSE: LII) is a leader in energy-efficient climate-control solutions. Dedicated to sustainability and creating comfortable and healthier environments for our residential and commercial customers while reducing their carbon footprint, we lead the field in innovation with our cooling, heating, indoor air quality, and refrigeration systems.

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    | 2023 Financial Highlights |

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    | Key Markets |

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    | | | | With high-efficiency ratings and the latest innovative, mobile technology, our home heating and cooling equipment for the residential replacement and new construction markets in the United States and Canada provide the ultimate in comfort and climate control. Our product lines include air conditioners, furnaces, heat pumps, comfort controls, and indoor air quality equipment. | We provide indoor comfort solutions and services plus refrigeration systems for office buildings, schools, supermarkets restaurants, retail establishments, and other light commercial applications in North America. Products include packaged rooftop units, curb adaptors, split systems, chillers, commercial controls, indoor air quality systems, coolers, condensing units, packaged systems, and related equipment. | | | |

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    | Differentiations |

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    *See appendix for reconciliation to GAAP performance.

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    | Our Core Values |

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    | Recognition |

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    | Sustainability |

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    Across Lennox, we are dedicated to progressing our commitment to sustainability for the benefit of our stakeholders. We are proud of the continuous advancements we make in efficient climate-control solutions for our customers. We also champion diversity and inclusion not only across our business, but in the communities where we live and work. The steps we take today towards bettering our planet, communities and all other stakeholders will positively impact the long-term sustainability of our business.

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    | More Information @ www.lennox.com |

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    | SASB Reporting aligned with Sustainability Accounting Standards Board | TCFD Reporting aligned with Task Force on Climate-related Financial Disclosures | EEO-1 Report demographic breakdown of workforce by race & gender |

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    The information on our website is not, and will not be deemed to be, a part of this Proxy Statement or incorporated into any of our other filings with the SEC.

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    | Governance Highlights |

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    Our management team and the Board are focused on serving the long-term interests of Lennox’s stockholders. The Board’s primary responsibility is the oversight of the Company’s management team, and the Board has a number of measures in place to continually enhance Board composition, efficiency, and effectiveness, demonstrated through the following:

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    | Independent Board Chair | Mandatory Board Retirement age: 75 | | Majority Voting (with carve-out in case of contested elections) | Key Committees 100% independent (Audit, Compensation, and Governance (nominating) Committees) | | No Directors Attended Less than 75% of Meetings | Anti-Hedging and Pledging Policies | | Board is 88.9% independent (8 out of 9 directors) | No Material Related-Party Transactions | | Board is 33.3% female (3 out of 9 directors) | 3 Independent Board Members added in the last 5 yrs | | Regularly Scheduled Executive Sessions of non-management directors | Succession Planning annually for key executives; CEO Succession Plan overseen by Compensation Committee | | Women hold key Board leadership positions (Governance (nominating) Committee & Public Policy Committee chairs) | Robust Stock Ownership Guidelines (5x retainer for Directors; 6x annual base salary for CEO; and 3x annual base salary for executive vice presidents) | | No Poison Pill | One Class of Voting Stock | | Annual Self-Evaluation by the Board and its committees and individual evaluation for nominees | No Overboarding (directors not permitted to serve on more than four other public company boards) |

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    | Directors |

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    | Name | Age | Start Date | Background | Indep. | Committee Memberships | | | | Other Public Company Boards | | | | | | | AC | BGC | CHRC | PPC | | | Class II | | | | | | | | | | | Sherry L. Buck | 60 | 2019 | CFO, W.L. Gore & Associates | | F | | | | | | Gregory T. Swienton | 74 | 2010 | Former Chairman and CEO, Ryder System, Inc. | | C,F | | | | | | Todd J. Teske | 59 | 2011 | Chairman of the Board Former Interim CEO, Lennox International Inc. Former Chair, President and CEO, Briggs & Stratton Corporation | | F | | | | | | Class III | | | | | | | | | | | Janet K. Cooper | 70 | 1999 | Former SVP and Treasurer, Qwest Communications International Inc. | | F | C | | | | | Alok Maskara | 53 | 2022 | Chief Executive Officer, Lennox International Inc. | CEO | | | | | Franklin Electric Co., Inc. | | Sivasankaran Somasundaram | 58 | 2024 | President and CEO, ChampionX | | | | | | ChampionX | | Class I | | | | | | | | | | | John W. Norris, III | 66 | 2001 | Co-Founder, Maine Network Partners | | | | | | | | Karen H. Quintos | 60 | 2014 | Former EVP and Chief Customer Officer, Dell Technologies Inc. | | | | | C | Cummins Inc. | | Shane D. Wall | 59 | 2020 | Former Chief Technology Officer and Global Head HP Labs of HP Inc. | | | | C | | |

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    AC – Audit Committee; BGC – Board Governance Committee; CHRC – Compensation & Human Resources Committee; PPC – Public Policy Committee; C – Chair; F – Financial expert

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    | Board Composition |

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    Our directors bring a well-rounded variety of experience and skills and represent a mix of deep knowledge of the Company and fresh perspectives. The experience and skills that the Board considers in evaluating its membership, and which inform Board succession planning and our director nomination processes, are highlighted in the following table. The table also identifies which directors have particularly strong experience and skills in the areas described below. Further information about each individual director is set forth in the director biographies in this Proxy Statement.

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    | | | | | | | | | | | | Director Skills and Experience | | | | | | | | | | | Financial/Accounting Finance & financial accounting expertise, including experience as a financial officer, accounting officer, controller, accountant, or auditor | | | | | | | | | | | Executive Leadership Experience as a C-Suite executive of a public company | | | | | | | | | | | Manufacturing/Distribution Experience managing large scale manufacturing or distribution operations | | | | | | | | | | | Environmental Sustainability/Climate-Related Risks Experience in environmental sustainability/ climate-related risks | | | | | | | | | | | ERM Experience in enterprise risk management, including identifying, assessing & managing significant risks | | | | | | | | | | | Human Capital Management Experience establishing and leading compensation and benefit programs, career development programs & diversity & inclusion efforts | | | | | | | | | | | Marketing/Sales Experience growing market share and revenue through a variety of go-to-market channels | | | | | | | | | | | Cybersecurity Work experience or a certification in cybersecurity or experience in security architecture | | | | | | | | | | | Innovation/Technology Experience in engineering, design & technology innovation | | | | | | | | | | | Strategic Planning/Oversight Experience in strategic planning, developing business strategies & mergers & acquisitions in large organizations operating in multiple geographies | | | | | | | | | | | Other Board Demographics | | | | | | | | | | | Person of Color | | | | | | | | | | | White/Caucasian | | | | | | | | | | | Gender Identification (Male/Female/Other) | F | F | M | M | F | M | M | M | M |

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    | Board Oversight |

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    The Board and its Committees have oversight of important topics, as shown below, and are highly engaged in working through issues and discussing plans in both formal and informal meetings.

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    | Area of Board Oversight | Full Board | Public Policy | Audit | Board Governance | Comp & HR | | Shareholder Rights | | | | | | | Executive Compensation | | | | | | | Accounting & Tax Transparency | | | | | | | Board Composition & Diversity | | | | | | | Risk Management | | | | | | | Business Ethics & Compliance | | | | | | | Public Policy | | | | | | | Cybersecurity & Data Privacy | | | | | | | Product Efficiency & Innovation | | | | | | | Energy Management | | | | | | | Waste Management | | | | | | | Refrigerant Management | | | | | | | Climate Change | | | | | | | Water Stewardship | | | | | | | Product Lifecycle Management & Materials Sourcing | | | | | | | Culture & Values | | | | | | | Employee Health & Safety | | | | | | | Employee Diversity, Inclusion & Engagement | | | | | | | Pay Equity | | | | | | | Employee Training & Development | | | | | | | Benefits & Pension | | | | | | | Product Safety | | | | | | | Supply Chain | | | | | | | Community Involvement & Charitable Giving | | | | | | | Strategy | | | | | | | Anti-Corruption | | | | | |

  46. Proposals Requiring Your Vote

    Proposals Requiring Your Vote

  47. Proposal 1

    Proposal 1

  48. Election of Directors

    Election of Directors Our Bylaws provide that our Board may be composed of no less than three and no more than 15 members. The size of our Board is currently fixed at nine members, divided into three classes, with each class serving a three-year term. Upon the recommendation of the Board Governance Committee, the Board has nominated three Class II directors for re-election of a three-year term expiring at the 2027 Annual Meeting of Stockholders. The Board has nominated the directors using the process and criteria described in the “Corporate Governance—Board of Directors— Director Nomination Process and Nominee Criteria” section of this Proxy Statement. For each director and director nominee, we have included a biographical description below that includes the specific experience, attributes, and skills that led to the Board’s conclusion that such person should serve as a director of the Company at this time in light of our business and structure. If you do not wish to vote your shares for any particular nominee, you may withhold your vote. If any director nominee becomes unavailable to serve, the persons named in the accompanying Proxy Card may vote for any alternate designated by the incumbent Board, or the number of directors constituting the Board may be reduced. The Board has nominated the following directors for re-election as Class II directors for three-year terms expiring at the 2027 Annual Meeting of Stockholders:

  49. Election of Directors

    | Sherry L. Buck Class II Independent Director Age 60 Director since 2019 Committees Audit – Financial Expert Public Policy Skills Financial Accounting Executive Leadership Manufacturing/Distribution ERM Human Capital Management Strategic Planning/Oversight | Experience • Chief Financial Officer, W.L. Gore & Associates Inc., a multinational advanced materials company providing solutions for medical device, fabric laminates, aerospace, pharmaceuticals, mobile electronics, and other applications across diverse industries (2021 – present). • Senior Vice President and Chief Financial Officer, Waters Corporation, a specialty measurement company serving the life, materials, and food sciences industries (2017 – 2020). • Vice President, Chief Financial Officer, Libbey Inc., a global manufacturer and marketer of glass tableware products (2012 – 2016). • Senior finance and operating leadership roles, Whirlpool Corporation, a leading global appliance manufacturer (1993 – 2012). • Director, Overseas Accounting and Internal Audit Manager, TransWorld Airlines, a major airline (1988 – 1992). • Senior Auditor, Price Waterhouse, a public accounting firm (1985 – 1988). Education • B.S. in Accounting, University of Missouri Key Qualifications Ms. Buck contributes extensive financial and leadership experience gained from her long tenure as a CFO. She adds industry expertise through her positions in large global manufacturing companies. |

  50. Election of Directors

    | Gregory T. Swienton Class II Independent Director Age 74 Director since 2010 Committees Audit – Financial Expert & Chair Compensation and Human Resources Skills Financial/Accounting Executive Leadership Manufacturing/Distribution Sustainability ERM Human Capital Management Marketing/Sales Cybersecurity Innovation/Technology Strategic Planning/Oversight | Experience • Retired; Adviser (2013 – 2015); Executive Chairman (2013); Chairman (2002 – 2013); Chief Executive Officer (2000 – 2013); and President and Chief Operating Officer (1999 – 2000), Ryder System, Inc., a supplier of transportation, logistics and supply chain management solutions. • Senior Vice President for various business units, Burlington Northern Santa Fe Corporation (BNSF), a freight transportation company (1995 – 1999). • Executive Vice President-Intermodal Business Unit, Burlington Northern Railroad Company, a predecessor of BNSF (1994 – 1995). • Executive Director-Europe and Africa (1991 – 1994) and Managing Director—Western and Eastern Europe (1988 – 1990), DHL Worldwide Express, a global logistics and international shipping company. • Regional Vice President, DHL Airways, Inc., a division of DHL (1982 – 1988). • Various national account, sales, and marketing positions, AT&T and Illinois Bell Telephone Company, related telecommunications companies (1971 – 1982). Other Professional Experience and Community Involvement • Director, CRST/Hillcrest Holding, a privately-held transportation and logistics company. • Director, L3 Harris Technologies, Inc., a publicly-traded supplier of communications and information technology products (2000 – 2019). • Chairman of the Board of Trustees, St. Thomas University, a private university in Miami, Florida (2001 – 2013). • Past recipient of National Safety Council’s highest honor, the Green Cross for Safety medal, in recognition of career-long commitment to workplace safety. Education • B.B.A., Loyola University of Chicago • M.B.A., University of Chicago Key Qualifications Mr. Swienton contributes extensive international business experience, deep expertise in global distribution, experience in growth initiatives, and supply chain innovations from his executive leadership at transportation companies. |

  51. Election of Directors

    | Todd J. Teske Class II Independent Chair Age 59 Director since 2011 Committees Audit – Financial Expert Public Policy Skills Financial/Accounting Executive Leadership Manufacturing/Distribution Sustainability ERM Human Capital Management Marketing/Sales Cybersecurity Innovation/Technology Strategic Planning/Oversight | Experience • Independent Board Chair (2022 – present). • Interim CEO (March 23, 2022 – May 9, 2022). • Lead Independent Director (2015 – 2022). • Chair, President, and Chief Executive Officer (2010 – 2020); President and Chief Operating Officer (2008 – 2009); Executive Vice President and Chief Operating Officer (2005 – 2008); and other senior-level positions including President of its power products business, head of corporate development and Controller (1999 – 2005), Briggs & Stratton Corporation, a manufacturer of gasoline engines for outdoor power equipment, portable generators, and lawn and garden powered equipment and related accessories. • Briggs & Stratton filed a voluntary petition for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code in July 2020. In September 2020, Briggs & Stratton was acquired and exited bankruptcy. Other Professional Experience and Community Involvement • Director, Badger Meter, Inc., a publicly-traded leading innovator, manufacturer and marketer of flow measurement and control products (2009 – 2020). • Licensed CPA. Education • B.S. in Accounting, University of Wisconsin Oshkosh • Masters of Management, Northwestern University Kellogg School of Management Key Qualifications Mr. Teske brings extensive executive leadership, corporate governance, and industry experience as a former manufacturing-company CEO to his service as Chair of the Board. As well, as a former corporate controller, Mr. Teske contributes knowledge in the areas of finance and accounting. |

  52. THE BOARD RECOMMENDS A VOTE “FOR”

    THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE ABOVE NOMINEES. The following Class III directors’ terms will continue until the 2025 Annual Meeting of Stockholders:

  53. THE BOARD RECOMMENDS A VOTE “FOR”

    | Janet K. Cooper Class III Independent Director Age 70 Director since 1999 Committees Audit – Financial Expert Board Governance (Chair) Skills Financial/Accounting Executive Leadership Sustainability ERM Cybersecurity Innovation/Technology Strategic Planning/Oversight | Experience • Retired; Senior Vice President and Treasurer, Qwest Communications International Inc. (“Qwest”), a telecommunications carrier (2002 – 2008). • Chief Financial Officer and Senior Vice President, McDATA Corporation, a global leader in open storage networking solutions (2001 – 2002). • Senior Vice President, Finance, Qwest (2000 – 2001). • Various senior level finance positions, including Vice President, Finance and Controller, and Vice President and Treasurer, US West Inc., a regional Bell operating company and predecessor of Qwest (1998 – 2000). • Various capacities, including Vice President, Treasurer and Tax and Vice President, Treasurer, the Quaker Oats Company, an American food conglomerate (1978 – 1998). Other Professional Experience and Community Involvement • Director, The Toro Company, a manufacturer of equipment for turf and landscape maintenance, snow and ice management, underground utility construction, rental, and specialty construction (1994 – 2024). • Trustee, Rose-Hulman Institute of Technology, an engineering and technology college (2015 – present). • Director, CPI Aerostructures, Inc., a publicly-traded aircraft component manufacturer (2019 – 2020). • Director, Resonant Inc., a publicly-traded software, intellectual property, and services platform for filter designs for radio frequency front ends (2014 – 2019). • National Association of Corporate Directors (NACD) Leadership Fellowship. • Diligent Climate Leadership Certificate program. Education • B.S. in Math/Computer Science & Economics, University of Illinois Urbana-Champaign • M.S. in Applied Math, University of Illinois Urbana-Champaign • M.B.A., University of Chicago Booth School of Business Key Qualifications Ms. Cooper contributes a substantial financial background and extensive experience in capital markets, tax, accounting matters, and pension plan investments in her service as a director. Her leadership roles on boards and management teams of U.S. public companies allow her to provide valuable insight as Chair of our Board Governance Committee. |

  54. THE BOARD RECOMMENDS A VOTE “FOR”

    | Alok Maskara Class III Director Age 53 Director since 2022 Skills Executive Leadership Manufacturing/Distribution ERM Human Capital Management Marketing/Sales Cybersecurity Innovation/Technology Strategic Planning/Oversight | Experience • President and Chief Executive Officer (2022 – present). • Chief Executive Officer and Director, Luxfer Holdings PLC, a publicly-traded international industrial company focused on advanced materials (2017 – 2022). He spearheaded the company’s transformation, led value-enhancing acquisitions and partnerships, and drove growth in profitability. • President, Global Business Units, Pentair PLC, a leading provider of water treatment and sustainable applications, including its former Technical Solutions segment with over $2 billion in revenue (2008 – 2017). • General Manager, Residential & Commercial Water, General Electric, a high-tech industrial company (2004 – 2008), which included significant experience in Lean Manufacturing. • Engagement Manager, McKinsey and Company, a global management consulting firm (2000 – 2004), advising businesses on industrial turnarounds and driving growth through customer insights and segmentation. Other Public Company Boards • Franklin Electric Co., Inc., a publicly-traded global leader in the production and marketing of systems and components for the movement of water and automotive fuels. Education • B.Tech in Chemical Engineering, Indian Institute of Technology • M.S. in Chemical Engineering, University of New Mexico • M.B.A., Northwestern University Kellogg School of Management Key Qualifications Mr. Maskara has extensive experience in the areas of management, finance, accounting, manufacturing, and corporate governance. As CEO, he has a deep understanding of Lennox’s core businesses and end market dynamics. He successfully guided the company through the “Recover and Invest” phase of our Self-Help Transformation Plan and set the foundation for growth and expansion in the next phases. With his guidance, the team executed the turnaround of the commercial segment, increased margins through strategic pricing initiatives, and refreshed the company’s culture with a focus on accountability. |

  55. THE BOARD RECOMMENDS A VOTE “FOR”

    | Sivasankaran (“Soma”) Somasundaram Class III Independent Director Age 58 Director since 2024 Committees Board Governance Compensation and Human Resources Skills Executive Leadership Manufacturing/Distribution Sustainability ERM Human Capital Management Innovation/Technology Strategic Planning/Oversight | Experience • Director, President & Chief Executive Officer, Champion X, a publicly-traded global leader in chemistry solutions, artificial lift systems, and highly engineered equipment and technologies, and a spin-off of Dover Corporation (2018 – present). • President and Chief Executive Officer, Energy Segment (2013 – 2018); Executive Vice President, Energy Segment (2012 – 2013); Executive Vice President, Dover Fluid Management (2010 – 2011); President, Fluid Solutions Platform (2008 – 2010); and other executive leadership roles (2004 - 2008), Dover Corporation, an American conglomerate manufacturer of industrial products. • Various global leadership roles at GL&V Inc., a global mining, industrial, pulp and paper technology solutions supplier (2002 – 2004). • Various global leadership roles at Baker Hughes Inc., an Energy products & technology company (1996 – 2002). Other Professional Experience and Community Involvement • Director, Magellan Midstream Partners, L.P. a publicly-traded energy pipeline operator (2022 – 2023). • Member, National Petroleum Council, a federally chartered advisory committee. • Named a “2022 Most Admired CEO” by the Houston Business Journal. • 2022 recipient, Energy Workforce & Technology Council DEI Champion Award. Education • B.S., Mechanical Engineering, Anna University • M.S., Industrial Engineering, University of Oklahoma Key Qualifications Mr. Somasundaram brings a depth of business, executive leadership, transformative growth strategies, operational, talent development, mergers & acquisitions, and strategic development experience to the Board, including his service as President and Chief Executive Officer of ChampionX Corporation since 2018 and before that, four years as President and Chief Executive Officer of Dover Energy, a segment of Dover Corporation, a public company. With his strong executive leadership and his technical experience and degrees in both Industrial and Mechanical Engineering, he is uniquely positioned to assist the Board in assessing and managing the types of risks and opportunities faced by the Company. Mr. Somasundaram’s international experience also adds a valuable global perspective to the Board, having lived and worked in India, Germany, Singapore, and Australia. |

  56. THE BOARD RECOMMENDS A VOTE “FOR”

    The following Class I directors’ terms will continue until the 2026 Annual Meeting of Stockholders:

  57. THE BOARD RECOMMENDS A VOTE “FOR”

    | John W. Norris, III Class I Independent Director Age 66 Director since 2001 Committees Compensation and Human Resources Public Policy Skills Sustainability Strategic Planning/Oversight | Experience • Founding Chairman of two philanthropic collaboratives, the Environmental Funders Network and Climate Change Funders Forum, both focused on strategically aligning resources to address climate adaptation and mitigation strategies in Maine (2005 – present). • Co-founder of Maine Network Partners, an organization supporting grassroots leaders and non-profit organizations in developing collaborative solutions to achieve greater impact (2007 – 2021). • Program Officer - Rural Tourism Development, Northern Forest Center (2006 – 2007). • Associate Director of Philanthropy, Maine Chapter of The Nature Conservancy (2001 – 2005). • Co-Founder and President of Borealis, Inc., an outdoor products manufacturer (1988 – 2000). • Peace Corps in Jamaica, small business development (1985 – 1987). • Graduate School Intern, Lennox Industries Inc. (a subsidiary of the Company) (1983). • Senior Credit Analyst, Fort Worth National Bank (1980 – 1982). Other Professional Experience and Community Involvement • Director (2019 – present) and Chair (2020 – present), Camp Chippewa for Boys. • Trustee (2008 – 2018) and Chair (2016 – 2018), Maine Chapter of the Nature Conservancy. • Director, Northern Forest Canoe Trail (2013 – 2016). • Director, Maine Philanthropy Center (2005 – 2011). • Director, Maine Wilderness Guides Organization (2005 – 2011). • Director, Cape Elizabeth Education Foundation (2006 – 2009). • Director, Center for Cultural Exchange (2004 – 2005). • Completed Economist course on Climate Change and Business: Sustainability, Risk and the Push for Net Zero (2022). Education • B.B.A. in Finance and Economics, Texas Christian University • M.B.A. in Organizational Behavior and Strategy, University of Michigan Key Qualifications Mr. Norris contributes substantial experience and knowledge on climate risk and environmental issues, benefitting the Company in its sustainability journey. Mr. Norris also provides organizational development insights from founding both non-profit and for-profit companies. |

  58. THE BOARD RECOMMENDS A VOTE “FOR”

    | Karen H. Quintos Class I Independent Director Age 60 Director since 2014 Committees Board Governance Public Policy (Chair) Skills Executive Leadership Manufacturing/Distribution Sustainability ERM Marketing/Sales Strategic Planning/Oversight | Experience • Retired; Executive Vice President and Chief Customer Officer, including responsibility for ESG and Diversity (2016 – 2020); Senior Vice President and Chief Marketing Officer (2010 – 2016); Vice President of Public Sector Marketing and North America Commercial (2008 – 2010); and other executive roles in services, support, and supply chain management (2000 – 2008), Dell Technologies Inc., a technology leader that provides essential infrastructure for organizations to build their digital future, transform IT, and protect their most important information. • Vice President, Operations & Technology, Citigroup North America Inc., a financial services corporation (1997 – 2000). • Director of Packaging (1996 – 1997) and Director of Global Supply Chain Management (1993 – 1996), Merck & Co., a pharmaceutical company. Other Public Company Boards • Cummins Inc., a global power technology leader that designs, engineers, manufactures, distributes, and services engines and related technologies. Other Professional Experience and Community Involvement • Board of Trustees, Pennsylvania State University. • Chair of the Board of Visitors of Pennsylvania State University Smeal’s College of Business, where she was a 2014 recipient of the Smeal College of Business’ highest honor, the Distinguished Alumni Award. • Director, the National Center for Missing and Exploited Children. • Director, TGEN (Translational Genomics Research Institute). Education • B.S. in Supply Chain Management, Pennsylvania State University • M.B.A. in Marketing and International Business, New York University Key Qualifications Ms. Quintos’ supervisory experience in the areas of marketing, branding, communications, sustainability, operations, and supply chain management brings broad knowledge of these issues to the Board. |

  59. THE BOARD RECOMMENDS A VOTE “FOR”

    | Shane D. Wall Class I Independent Director Age 59 Director since 2020 Committees Board Governance Compensation and Human Resources (Chair) Skills Executive Leadership Manufacturing/Distribution ERM Marketing/Sales Cybersecurity Innovation/Technology Strategic Planning/Oversight | Experience • Retired; Special Advisor to Chief Executive Officer (2020 – 2023); Chief Technology Officer and Global Head (2015 – 2020), HP Labs of HP Inc., a global information technology company. • Chief Technology Officer and Senior Vice President of Printing and Personal Systems, Hewlett-Packard Company, a predecessor of HP Inc. (2012 – 2015). • Several senior technology and general management positions, Intel Corporation, a technology company (1998 – 2012). • Co-Founder and Chief Technology Officer of PrintPaks, a spin-out of Hewlett-Packard Company (1995 – 1998). • Various engineering and management roles, Hewlett-Packard Company (1986 – 1995). Other Professional Experience and Community Involvement • Partner, Fusion Fund, an early stage venture capital firm focused on industrial, enterprise, and healthcare technologies. • Senior Advisor and Board Member, Arsenal Capital Partners, a specialized private equity firm focused on specialty industrials and healthcare. Education • B.S. in Computer Engineering, Oregon State University Key Qualifications An experienced former Chief Technology Officer, Mr. Wall contributes extensive technology and cybersecurity experience, as well as meaningful experience in executive leadership and diverse business development within large global companies. |

  60. THE BOARD RECOMMENDS A VOTE “FOR”

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

  61. THE BOARD RECOMMENDS A VOTE “FOR”

    In accordance with Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), we are asking our stockholders to vote to approve the compensation of our Company’s NEOs (the “Say-on-Pay vote”), as disclosed in this Proxy Statement. The Say-on-Pay vote is an advisory vote on the resolution below and is not binding. Although the vote is non-binding, the directors value stockholders’ opinions and will consider the voting results of this proposal when making future compensation decisions. Say-on-Pay advisory votes are currently conducted annually. Our next advisory vote on the frequency of Say-on-Pay votes is expected to take place at our annual meeting of stockholders in 2029. As described more fully in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Company designed its market-competitive NEO compensation program to reward successful execution of its business strategy and achievement of desired business results, with a focus on creating alignment with the interests of our stockholders. The program seeks to achieve these goals on both an annual and long-term basis through an appropriate combination of base pay, annual incentives, and long-term incentives. For our NEOs, the majority of compensation in a typical year is both stock-based and contingent on performance. The annual incentive payout is based on Company financial performance metrics of core net income, free cash flow, and revenue, and for NEOs who are business segment leaders, a combination of Company and business segment performance. Our long-term incentives generally include: (1) performance share units, which are designed to link compensation to the Company’s three-year financial performance as measured by return on invested capital and core net income growth; (2) stock appreciation rights, which are designed to incentivize NEOs to grow our business and deliver increased returns to our stockholders; and (3) restricted stock units, which are designed to support our retention efforts. As discussed in the “Compensation Discussion and Analysis” section of this Proxy Statement, in 2023 the Compensation and Human Resources Committee made the decision to move our annual long-term incentive program grant date from December of each year to three trading days after our fourth quarter earnings release, so no equity awards were granted to the NEOs in the 2023 fiscal year. The Company also has several governance policies in place to align executive compensation with stockholder interests and mitigate risk. These policies include stock ownership guidelines; a prohibition on hedging and pledging of Company stock; clawback policies; and post-employment restrictive covenants. These policies are discussed in detail in the “Compensation Discussion and Analysis” section of this Proxy Statement. In 2023, the Company posted record highs for revenue and earnings per share, while navigating challenging residential end-markets. Highlights of our 2023 performance include the following:

  62. THE BOARD RECOMMENDS A VOTE “FOR”

    | • | Revenue up 6% to approximately $5.0 billion; |

  63. THE BOARD RECOMMENDS A VOTE “FOR”

    | • | Operating profit margin up 195 basis points to 15.9%, while adjusted segment profit margin was up 300 basis points to 17.9%; |

  64. THE BOARD RECOMMENDS A VOTE “FOR”

    | • | Net income up 19% to 590 million and adjusted net income up 26% to $641 million; |

  65. THE BOARD RECOMMENDS A VOTE “FOR”

    | • | GAAP diluted earnings per share up 19% to $16.54, while adjusted diluted earnings per share was up 27% to $17.96; |

  66. THE BOARD RECOMMENDS A VOTE “FOR”

    | • | Operating cash flow up 144% to $736 million; |

  67. THE BOARD RECOMMENDS A VOTE “FOR”

    | • | One-year total stockholder return of 90%, three-year total stockholder return of 70%, and five-year total stockholder return of 118%; and |

  68. THE BOARD RECOMMENDS A VOTE “FOR”

    | • | Quarterly dividends resulted in approximately $153 million cash paid to stockholders. |

  69. THE BOARD RECOMMENDS A VOTE “FOR”

    Financial results, including those from prior periods, are described in more detail in our Form 10-K for the fiscal year ended December 31, 2023. For non-GAAP results, see reconciliation in Appendix A. All total stockholder return calculations assume reinvestment of dividends. We are asking stockholders to approve the following advisory resolution at the Annual Meeting: RESOLVED, that the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion is hereby APPROVED.

  70. Board of Directors

    Board of Directors

  71. Whistleblower Procedures

    | Director Compensation |

  72. 2023 Director Compensation Table

    2023 Director Compensation Table The following table provides information regarding compensation earned in 2023 by each non-employee director who served as a non-employee director during 2023.

  73. 2023 Director Compensation Table

    | Name | Fees Earned ($)(1) | Stock Awards ($) | Total ($) | | Sherry L. Buck | 105,000 | — | 105,000 | | Janet K. Cooper | 120,000 | — | 120,000 | | John W. Norris, III | 105,000 | — | 105,000 | | Karen H. Quintos | 115,000 | — | 115,000 | | Kim K.W. Rucker | 120,000 | — | 120,000 | | Gregory T. Swienton | 125,000 | — | 125,000 | | Todd J. Teske | 255,000 | — | 255,000 | | Shane D. Wall | 105,000 | — | 105,000 |

  74. 2023 Director Compensation Table

    | (1) In 2023, all of the non-employee directors elected to receive their retainer in cash. |

  75. 2023 Director Compensation Table

    The following table provides information regarding the aggregate number of outstanding RSUs held by each non-employee director as of December 31, 2023. RSUs generally vest on the third anniversary of the date of grant.

  76. 2023 Director Compensation Table

    | Name | Aggregate RSUs Outstanding as of December 31, 2023 (# of shares) | | Sherry L. Buck | 998 | | Janet K. Cooper | 998 | | John W. Norris, III | 998 | | Karen H. Quintos | 998 | | Kim K.W. Rucker | 998 | | Gregory T. Swienton | 998 | | Todd J. Teske | 998 | | Shane D. Wall | 998 |

  77. 2023 Director Compensation Table

    | Executive Compensation |

  78. 2023 CD&A At-A-Glance

    | Concerns we heard: | | Actions taken: | | Retention equity granted in 2021, including lack of performance criteria and shorter vesting provisions. | | Amidst the Company’s leadership transition in 2021, the Company granted one-time, first-ever retention awards to NEOs. The Company has no plans of granting similar awards in the future. | | Single-trigger equity vesting in change-in-control (CIC) agreements. Legacy excise tax gross-ups in CIC agreements. | | In 2022, the Company terminated existing CIC agreements with NEOs and adopted a CIC severance plan, which includes double-trigger equity vesting and eliminates excise tax gross-ups for all employees. The plan also reduces cash severance payable to the CEO & NEOs and eliminates enhanced pension benefits. | | Similar metrics for short-term and long-term incentive plans. | | The Company added a revenue metric to the 2023 short-term incentive plan. | | Lack of formal stock holding requirements. | | Effective 2022, the Company revised its executive stock ownership requirements to require NEOs to retain net shares (after tax withholdings) until they have met the ownership requirement. The Company also increased the minimum stock ownership requirement for the CEO to six times annual base salary. |

  79. Compensation Highlights

    | • | STI Program: STI amounts are determined by Company performance against the earnings, cash flow, and revenue goals, as approved by the Committee. Once the Company’s performance against goals is determined, 25% of that amount may be modified from 0% to 225% based on each NEO’s individual performance, with total payout capped at 225%. When determining whether to modify an NEO’s calculated STI amount, the Committee considered each NEO’s performance against specific financial, operational, and strategic objectives, as well as each NEO’s contribution to our sustainability commitment for the benefit of our stakeholders. The Company’s sustainability goals relate to the environmental impact of our products and operations, reducing the number of safety incidents in our operations, and enhancing the inclusiveness of our workforce. For more information on the Company’s sustainability performance, see www.lennox.com/sustainability. |

  80. Compensation Highlights

    | For 2023, Company performance against the STI earnings, cash flow, and revenue goals substantially exceeded target, resulting in an STI payout of approximately 214% of target, up from a below target payout of |

  81. Compensation Highlights

    | 59% in 2022. NEOs with STI goals tied to their business segment performance had both higher and lower payouts as compared to the overall Company payout. Performance goals were not adjusted, and no individual performance modifiers or discretionary payments were made to NEOs. |

  82. Compensation Highlights

    | • | LTI Program: NEOs receive 50% of their annual LTI grant in the form of performance-based restricted stock units, which vest after three years. In 2023 the NEOs earned approximately 189% of their target PSUs based on net income and ROIC performance over the 2021-2023 three-year period. |

  83. Compensation Program Changes – Timing of Annual LTI Grant

    Compensation Program Changes – Timing of Annual LTI Grant In 2023, the Committee and management made the decision to move the annual LTI Program grant date by approximately two months from December of each year to three trading days after the fourth quarter earnings release in the following year. This change is intended to generally align all of the Lennox compensation discussions with its executives to the beginning of each year and further maximize our pay for performance philosophy. The Committee also believes that granting awards following the earnings release is a more prevalent approach and best practice. As a result of this change, the Company made no equity grants to NEOs during 2023. The LTI values were approved in December 2023, with the actual grants to be made in (and number of shares to be valued as of) February 2024. While the 2023 Summary Compensation Table will not include LTI grants for 2023, the February 2024 grants are included in this CD&A when describing pay mix and assessing pay versus performance. More information can be found in the LTI Program section along with a pro-forma summary compensation table that includes the February 2024 LTI awards as if they were granted in December 2023, consistent with our historical practice.

  84. Key Strategic Objectives

    | ● | align compensation with the achievement of short-term and long-term business goals; |

  85. Key Strategic Objectives

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

  86. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant In 2023, the Committee engaged Pearl Meyer to provide analysis, advice, and recommendations on executive compensation to the Committee. At the Committee’s request, Pearl Meyer performed the following services in 2023:

  87. Role of the Independent Compensation Consultant

    | ● | provided and analyzed data for all elements of CEO compensation; |

  88. Role of the Independent Compensation Consultant

    | ● | reviewed and opined on our executive compensation philosophy; |

  89. Role of the Independent Compensation Consultant

    | ● | reviewed and opined on our Compensation Peer Group; |

  90. Role of the Independent Compensation Consultant

    | ● | provided and analyzed data for various elements of executive compensation; |

  91. Role of the Independent Compensation Consultant

    | ● | reviewed and opined on our executive and Board compensation programs, including NEO and Board target compensation; |

  92. Role of the Independent Compensation Consultant

    | ● | presented executive compensation trends and regulatory updates to the Committee; and |

  93. Role of the Independent Compensation Consultant

    | ● | provided input and perspective on various technical matters pertaining to executive compensation. |

  94. Role of the Independent Compensation Consultant

    The Committee analyzed and considered the information provided by management and its consultants to determine the program design and the level and mix of each compensation element for the NEOs. The Committee conducted an independence assessment of Pearl Meyer in accordance with SEC rules. Based on this review, we are not aware of any conflict of interest raised by the work performed by the consultant that would prevent Pearl Meyer from serving as independent consultants to the Committee. Pearl Meyer reported directly to the Committee and did not provide any additional services to the Company or its management.

  95. Market Competitive Compensation

    Market Competitive Compensation To maintain a market-competitive program, the Committee uses benchmarking data when establishing executive compensation. Benchmarking against a representative peer group assists the Committee in assessing the competitiveness of our executive compensation program. For the purposes of setting 2023 compensation, our Company’s compensation peer group, as reviewed and approved by the Committee, included the following 15 companies (the “Compensation Peer Group”):

  96. Market Competitive Compensation

    | ● A. O. Smith Corporation | ● Hubbell Inc. | ● Regal Rexnord Corporation | | ● Acuity Brands, Inc. | ● IDEX Corporation | ● Rockwell Automation, Inc. | | ● Dover Corporation | ● Masco Corporation | ● Snap-On Incorporated | | ● Flowserve Corporation | ● Owens Corning | ● The Timken Company | | ● Fortune Brands Home & Security, Inc. | ● Pentair, Inc. | ● Xylem Inc. |

  97. Market Competitive Compensation

    The Committee selected the Compensation Peer Group using the following criteria:

  98. Market Competitive Compensation

    | ● | industry – building products, electrical components/equipment, and industrial machinery; |

  99. Market Competitive Compensation

    | ● | revenues of approximately 0.5 to 2.0 times our revenues; |

  100. Market Competitive Compensation

    | ● | business and product mix similar to ours; and |

  101. Market Competitive Compensation

    | ● | international presence and operations. |

  102. Market Competitive Compensation

    In 2023, the Committee analyzed the Compensation Peer Group on the criteria above and made no adjustments. Lennox revenues are at the 50th percentile of the peer group and market capitalization is at the 66th percentile. In addition to comparing our NEO compensation to the compensation of our Compensation Peer Group, the Committee also references published compensation data and other studies of compensation trends and market practices (these data and practices, including our Compensation Peer Group, are collectively referred to as the “Market”). Beyond traditional Market analysis, the Committee also utilizes various other compensation analyses to assist with its decision-making process. Below are examples of information the Committee reviews and considers, as appropriate, when making compensation decisions:

  103. Market Competitive Compensation

    | ● | “all in” compensation summaries and pay histories for the CEO and other executive officers; |

  104. Market Competitive Compensation

    | ● | CEO realized pay analysis; |

  105. Market Competitive Compensation

    | ● | CEO pay versus performance analysis; |

  106. Market Competitive Compensation

    | ● | dilution and share utilization analysis, projections, and benchmarking; |

  107. Market Competitive Compensation

    | ● | equity compensation expense analysis; |

  108. Market Competitive Compensation

    | ● | short-term and long-term incentive design, metrics, and award type; and |

  109. Market Competitive Compensation

    | ● | short-term and long-term incentive plan performance results. |

  110. Short-Term Incentive Program

    Short-Term Incentive Program Our STI Program, as established under the Lennox International Inc. 2019 Equity and Incentive Compensation Plan, is an annual cash-based program for our NEOs designed to reward the successful performance of our Company, our business segments, and each individual NEO. In February 2023, the Committee approved financial metrics and performance goals required to be achieved for any payouts to be made under our STI Program. Under the STI Program, once the calculated STI amount is determined based on performance against the pre-approved goals, 25% of that amount may be modified up or down from 0% to 225% based on each NEO’s individual performance. However, the individual performance modifier may not increase the STI payout above 225% of the NEO’s STI target. The chart below illustrates how STI payouts are calculated for our NEOs: Financial Performance. The following table summarizes the 2023 STI Program performance goals and payout opportunities, along with Company and business segment performance for each metric as approved by the Committee.

  111. 2023 Short-Term Incentive Program Summary – Financial Performance

    2023 Short-Term Incentive Program Summary – Financial Performance

  112. ($ in thousands)

    | Company NEOs(1) : Alok Maskara, Joseph W. Reitmeier, Daniel M. Sessa, John D. Torres | | | | | | | | | Payout Opportunity as a % of Target | | | | | | | 50% | 100% | 225% | | | Metric | Weight | Threshold | Target | Maximum | Performance | | Company Core Net Income(2) | 50% | $414,412 | $518,015 | $595,717 | $641,812 | | Company Free Cash Flow(3) | 30% | 210,000 | 300,000 | 400,000 | 488,243 | | Company Core Revenue(4) | 20% | 4,145,528 | 4,606,142 | 4,836,449 | 4,732,013 | | Building Climate Solutions Segment NEO(1) : Joseph F. Nassab | | | | | | | | | Payout Opportunity as a % of Target | | | | | | | 50% | 100% | 225% | | | Metric | Weight | Threshold | Target | Maximum | Performance | | Segment Profit(5) | 50% | $150,708 | $179,359 | $200,618 | $340,174 | | Segment Controllable Cash Flow(6) | 30% | 42,600 | 60,857 | 79,114 | 226,058 | | Segment Revenue | 20% | 1,227,636 | 1,364,040 | 1,432,242 | 1,510,792 | | Residential Segment NEO(1) : Douglas L. Young | | | | | | | | | Payout Opportunity as a % of Target | | | | | | | 50% | 100% | 225% | | | Metric | Weight | Threshold | Target | Maximum | Performance | | Segment Profit(5) | 50% | $509,368 | $606,206 | $678,058 | $622,419 | | Segment Controllable Cash Flow(6) | 30% | 364,000 | 520,000 | 726,000 | 537,288 | | Segment Revenue | 20% | 2,968,200 | 3,298,000 | 3,462,900 | 3,294,673 |

  113. 2023 Short-Term Incentive Targets and Payouts

    2023 Short-Term Incentive Targets and Payouts

  114. 2023 Short-Term Incentive Targets and Payouts

    | | 2023 STI Target | | 2023 STI Payout | | | Name | % of Base Salary | $ | % of Target | $ | | Alok Maskara | 120% | $1,277,700 | 214% | $2,729,934 | | Joseph W. Reitmeier | 75% | 455,625 | 214% | 973,488 | | Joseph F. Nassab | 75% | 398,438 | 219% | 873,893 | | Daniel M. Sessa | 75% | 424,688 | 214% | 907,387 | | John D. Torres | 75% | 410,625 | 214% | 877,341 | | Douglas L. Young(1) | 75% | 243,750 | 165% | 403,163 |

  115. 2023 Short-Term Incentive Targets and Payouts

    | (1) Mr. Young retired from Lennox on June 30, 2023, but remained eligible to receive a 2023 STI Program payout based on the amount of base salary earned in 2023. |

  116. 2023 Short-Term Incentive Targets and Payouts

    We include the short-term incentive payments made to the NEOs for 2023, which were approved by the Committee on February 26, 2024, and paid on March 15, 2024, in the 2023 Summary Compensation Table under “Non-Equity Incentive Plan Compensation.”

  117. Long-Term Incentive Program

    Long-Term Incentive Program We have a LTI Program designed to incentivize those employees who have principal responsibility for our long-term profitability. We believe participation in our LTI Program aligns the interests of our NEOs with the interests of our stockholders. We use a mix of performance share units (“PSUs”), restricted stock units (“RSUs”) and stock appreciation rights (“SARs”) in our LTI Program. PSUs and SARs reward performance, as measured by achievement of specified financial objectives for PSUs and stock price growth for SARs. RSUs help us retain key members of management through time-based vesting. The Committee allocated the mix of elements in our LTI Program in a manner designed to drive Company performance, retain key talent, and provide competitive compensation.

  118. Long-Term Incentive Program – Grant Timing Change

    Long-Term Incentive Program – Grant Timing Change In 2023, the Company made the decision to move the annual LTI Program grant date by approximately two months from December of each year to three trading days after the fourth quarter earnings release in the following year. This change is intended to align all of the Lennox compensation discussions with its executives to the beginning of each year, and further maximize our pay for performance philosophy. The Committee also believes that granting awards following the earnings release is a more prevalent approach and best practice. As a result of this change, there were no equity awards granted to NEOs during 2023. The table below shows compensation for 2023 as displayed in the 2023 Summary Compensation Table, as well as a pro-forma section that shows compensation for 2023 as if the February 2024 LTI grant was made in December 2023, consistent with our historical practice.

  119. Long-Term Incentive Program – Grant Timing Change

    | | 2023 Summary Compensation Table Values | | | | | 2023 “Normalized” Compensation | | | Name | Salary | Short-term Incentive | 2023 Long-Term Incentive | Total Compensation (1) | | February 2024 Long-Term Incentive | Total Compensation (1) | | Alok Maskara | $1,064,750 | $2,729,934 | $0 | $4,983,663 | | $5,700,000 | $10,683,663 | | Joseph W. Reitmeier(2) | 607,500 | 973,488 | 0 | 2,189,181 | | 0 | 2,189,181 | | Joseph F. Nassab | 531,250 | 873,893 | 0 | 1,590,137 | | 1,200,000 | 2,790,137 | | Daniel M. Sessa | 566,250 | 907,387 | 0 | 1,776,583 | | 1,200,000 | 2,976,583 | | John D. Torres | 547,500 | 877,341 | 0 | 1,748,157 | | 1,200,000 | 2,948,157 | | Douglas L. Young(3) | 325,000 | 403,163 | 0 | 3,262,963 | | 0 | 3,262,963 |

  120. Long-Term Incentive Program – Grant Timing Change

    | (1) Total Compensation includes “All Other Compensation” for NEOs, change in pension value for Messrs. Reitmeier, Sessa, and Torres, as well as “Bonus” compensation for Mr. Young. See Summary Compensation Table for full details on actual 2023 compensation. |

  121. Long-Term Incentive Program – Grant Timing Change

    | (2) Mr. Reitmeier retired from Lennox on February 29, 2024 and therefore did not receive a grant under the 2024 LTI Program. |

  122. Long-Term Incentive Program – Grant Timing Change

    | (3) Mr. Young retired from Lennox on June 30, 2023, and was not eligible to participate in the 2024 LTI Program. |

  123. Long-Term Incentive Program – Grant Timing Change

    The annual Lennox long-term incentive award allocations for our NEOs are as follows: The Committee determines the grant date for all long-term incentive awards and as noted above, has moved away from the long-standing practice of granting annual awards at its regularly scheduled December meeting to now granting awards three trading days following the fourth quarter earnings release. The Committee sets the exercise price of our SARs at 100% of fair market value, which is defined as the average of the high and low New York Stock Exchange (“NYSE”) trading prices of our common stock on the date of grant. The target award values under our LTI Program are based on market data for similar positions using the 50th percentile as a guideline. The number of shares available for grant under the 2019 Equity and Incentive Compensation Plan is also considered. The Committee established the target award values at or near the 50th percentile of the market for all NEOs. When determining the award for each NEO, the Committee and independent Board members considered the NEO’s time in position, individual performance and potential, the NEO’s impact on the financial performance of the Company and internal equity. Once the Committee determined the target long-term incentive award values for each NEO for the grants, 50% of the value was provided as PSUs, 30% as RSUs and 20% as SARs. With the equity grant date moving from December to February, the number of awards granted to each NEO will be included in the 2025 proxy statement equity tables, and are included below for reference. The following table summarizes the target award values and number of awards granted for each NEO:

  124. Long-Term Incentive Program – Grant Timing Change

    | | Award Value Granted in February 2024 | | | | Number of Awards Granted in February 2024 | | | | | Name | PSUs | RSUs | SARs | Total | PSUs (1) | RSUs (1) | SARs (2) | Total | | Alok Maskara | $2,850,000 | $1,710,000 | $1,140,000 | $5,700,000 | 6,482 | 3,889 | 8,360 | 18,731 | | Joseph W. Reitmeier(3) | — | — | — | — | — | — | — | — | | Joseph F. Nassab | 600,000 | 360,000 | 240,000 | 1,200,000 | 1,365 | 819 | 1,760 | 3,944 | | Daniel M. Sessa | 600,000 | 360,000 | 240,000 | 1,200,000 | 1,365 | 819 | 1,760 | 3,944 | | John D. Torres | 600,000 | 360,000 | 240,000 | 1,200,000 | 1,365 | 819 | 1,760 | 3,944 | | Douglas L. Young(4) | — | — | — | — | — | — | — | — |

  125. Long-Term Incentive Program – Grant Timing Change

    | (1) The number of PSUs and RSUs was determined by dividing the corresponding target award value by the closing price of our common stock on the NYSE averaged over the 15 calendar days ending on February 1, 2024 ($439.649). |

  126. Long-Term Incentive Program – Grant Timing Change

    | (2) The number of SARs granted was determined by dividing the corresponding target award value by the Black-Scholes value of our common stock based on the 15 calendar day average closing price of our common stock as of February 1, 2024 ($136.370). |

  127. Long-Term Incentive Program – Grant Timing Change

    | (3) Mr. Reitmeier retired February 29, 2024, and therefore did not receive a grant under the 2024 LTI Program. |

  128. Long-Term Incentive Program – Grant Timing Change

    | (4) Mr. Young retired June 30, 2023, and was not eligible to participate in the 2024 LTI Program. |

  129. Long-Term Incentive Program – Grant Timing Change

    February 2024 PSU Grant. To maintain our strong focus on long-term Company performance, 50% of the February 2024 long-term incentive award was granted in the form of PSUs. PSUs generally vest at the end of a three-year performance period. If at least the threshold performance level has been achieved at the end of the performance period, the PSUs are distributed in the form of Company common stock based on the performance achieved. If threshold performance is not achieved, the entire award is forfeited. Dividends are not earned or paid on PSU awards during the three-year performance period. The Committee determines the three-year measurement criteria annually, selecting financial metrics and setting performance goals designed to enhance stockholder value. The Committee certifies the financial performance levels following the end of the performance period and the Company distributes any earned shares. The key attributes of the PSUs granted in February 2024 are summarized in the following table. The Committee established the Return on Invested Capital (“ROIC”) performance goals based on its assessment of desired return relative to the cost of capital as well as historical and projected ROIC outcomes. Similarly, the Committee set Company core net income growth performance goals based on historical results, projected outcomes of that measure, and expected market conditions. While specific forward-looking performance goals are not included in the table below in light of competitive sensitivities, the following chart broadly describes the performance required to achieve a target payout.

  130. February 2024 PSU Grant

    February 2024 PSU Grant

  131. (for the January 1, 2024 — December 31, 2026 Performance Period)

    Due to the grant date moving from December 2023 to February 2024, the PSUs granted to our NEOs for the January 1, 2024 – December 31, 2026 performance period will be disclosed in the 2025 proxy statement in the 2024 Grants of Plan Based Awards table in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns. December 2020 PSU Grant. The key attributes of the PSUs granted in December 2020, which vested on December 31, 2023, are summarized in the following table along with the financial performance goals and payout opportunities versus performance. In 2023, NEOs earned a payout of approximately 189% of target for the PSUs granted in December 2020. The payout value is reflected in the 2023 Option Exercises and Stock Vested Table in the “Stock Awards - Value Realized on Vesting” column.

  132. December 2020 PSU Grant

    December 2020 PSU Grant

  133. (for the January 1, 2021 — December 31, 2023 Performance Period)

    February 2024 RSU Grant. To support our leadership retention objectives, 30% of the February 2024 LTI award was granted in the form of RSUs. RSUs generally vest and are distributed in shares of Company common stock three years following the date of grant if the recipient remains an employee of the Company and all other conditions of the award are met. Dividends are not earned or paid on RSUs during the three-year vesting period. Due to the grant date move from December 2023 to February 2024, the number of RSUs granted to our NEOs in 2023 was zero and the February 2024 grant will be disclosed in the 2025 proxy statement in the 2024 Grants of Plan-Based Awards Table in the “All Other Stock Awards: Number of Shares of Stock or Units” column. February 2024 SAR Grant. To incentivize NEOs to grow our business and deliver increased returns to our stockholders, 20% of the February 2024 LTI award was granted in the form of SARs. SARs vest in one-third increments on each anniversary of the date of grant. Upon the exercise of vested SARs, the increase between the fair market value of our common stock on the date of grant and the fair market value on the date of the SAR exercise is paid in Company common stock. The grant date fair value and the SAR exercise price are determined on the date of grant. SARs granted in February 2024 expire seven years from the date of grant. Due to the grant date move from December 2023 to February 2024, the number of SARs granted to our NEOs in 2023 was zero and the February 2024 grant will be disclosed in the 2025 proxy statement in the 2024 Grants of Plan-Based Awards Table in the “All Other Option Awards: Number of Securities Underlying Options” column.

  134. Employment Agreements

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

  135. Change in Control Severance Plan

    Change in Control Severance Plan We believe CIC benefits are necessary to (1) retain key executives during periods of uncertainty; (2) enable executives to objectively evaluate, negotiate and execute a CIC transaction; (3) encourage executives to remain focused on running the business rather than seeking other employment in the event of a possible CIC; (4) preserve stockholder value by providing continuity of management during a transition period; and (5) provide benefit to the Company in the form of restrictive covenants, such as non-compete and non-solicitation provisions. In December 2022, the Company and its NEOs terminated each NEO’s existing CIC agreement and the Company adopted a CIC severance plan, which included the following changes to better align with market practices:

  136. Change in Control Severance Plan

    | • | Replaced single-trigger equity vesting with double-trigger equity vesting; |

  137. Change in Control Severance Plan

    | • | Eliminated excise tax gross-ups; |

  138. Change in Control Severance Plan

    | • | Reduced cash severance for NEOs (other than the CEO) from 3 times base pay and target bonus to 2 times base pay and target bonus; |

  139. Change in Control Severance Plan

    | • | Eliminated 15% of base salary payment in lieu of outplacement services, and replaced it with actual outplacement services; |

  140. Change in Control Severance Plan

    | • | Eliminated 45% of base salary payment in lieu of perquisites; |

  141. Change in Control Severance Plan

    | • | Eliminated incremental age and years of service benefit under Supplemental Retirement Plan; and |

  142. Change in Control Severance Plan

    | • | Reduced NEO (other than the CEO) health care coverage from 36 months to 24 months. |

  143. Change in Control Severance Plan

    Our CIC severance plan and the potential payments and benefits to which each NEO would be entitled in the event of CIC are discussed in the “Potential Payments Upon Termination or Change-in-Control” section in the Summary Compensation Table.

  144. Non-Qualified Deferred Compensation

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

  145. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table provides information regarding the total compensation of each of the Company’s NEOs for the years ended December 31, 2023, 2022, and 2021, as applicable.

  146. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(2) | All Other Compensation ($)(3) | Total ($) | | Alok Maskara | 2023 | 1,064,750 | — | — | — | 2,729,934 | — | 1,188,979 | 4,983,663 | | President and Chief Executive Officer | 2022 | 667,792 | 1,000,000 | 6,708,818 | 971,133 | 472,476 | — | 277,560 | 10,097,779 | | Joseph W. Reitmeier | 2023 | 607,500 | — | — | — | 973,488 | 558,393 | 49,800 | 2,189,181 | | Executive Vice President and | 2022 | 580,000 | — | 1,150,071 | 291,334 | 248,141 | — | 48,319 | 2,317,865 | | Chief Financial Officer | 2021 | 560,000 | — | 1,394,261 | 215,660 | 816,614 | 644,276 | 47,476 | 3,678,287 | | Joseph F. Nassab | 2023 | 531,250 | — | — | — | 873,893 | — | 184,994 | 1,590,137 | | Executive Vice President and | 2022 | 471,319 | — | 1,206,134 | 184,520 | 321,419 | — | 166,492 | 2,349,884 | | President, Building Climate Solutions | | | | | | | | | | | Daniel M. Sessa | 2023 | 566,250 | — | — | — | 907,387 | 253,146 | 49,800 | 1,776,583 | | Executive Vice President and | 2022 | 551,250 | — | 881,746 | 223,373 | 304,703 | — | 48,324 | 2,009,396 | | Chief Human Resources Officer | 2021 | 536,250 | — | 1,394,261 | 215,660 | 781,981 | 338,549 | 62,967 | 3,329,668 | | John D. Torres | 2023 | 547,500 | — | — | — | 877,341 | 273,516 | 49,800 | 1,748,157 | | Executive Vice President, Chief Legal | 2022 | 536,250 | — | 843,238 | 213,627 | 237,130 | — | 48,418 | 1,878,663 | | Officer and Corporate Secretary | 2021 | 521,250 | — | 1,394,261 | 215,660 | 760,108 | 384,065 | 47,443 | 3,322,787 | | Douglas L. Young | 2023 | 325,000 | 2,500,000 | — | — | 403,163 | — | 34,800 | 3,262,963 | | Former Executive Vice President and | 2022 | 635,000 | — | 996,777 | 252,480 | 403,622 | — | 48,300 | 2,336,179 | | President, Residential Heating & Cooling | 2021 | 615,000 | — | 1,044,005 | 254,858 | 958,000 | — | 54,769 | 2,926,632 |

  147. 2023 Summary Compensation Table

    | (1) The amount shown for Mr. Young in 2023 represents the payout of a one-time retention cash award granted in 2021 during the Company’s CEO leadership transition, contingent upon Mr. Young’s continued employment for a period of two years. At the time of grant, the Company believed it was substantially likely Mr. Young would terminate his employment without a retention award, and that the termination of a long-tenured NEO who was leading our largest business segment would have been detrimental to the Company. The Company successfully retained Mr. Young through the two-year retention period, and the award was paid in accordance with its terms in 2023. As previously disclosed, the Company has no plans of granting similar awards in the future. |

  148. 2023 Summary Compensation Table

    | (2) The amounts shown represent the aggregate change in the actuarial present value of accumulated pension benefits that accrued during the applicable year under our Supplemental Retirement Plan and frozen Consolidated Pension Plan, each as discussed under “Retirement Plans,” as a result of changes in the valuation discount rate, changes in compensation, and an additional one year of service, as applicable. For Mr. Reitmeier in 2023, the actuarial present value of pension benefits decreased by $4,659 for the Consolidated Pension Plan, and increased by $563,052 for the Supplemental Retirement Plan, resulting in a net increase of $558,393. For Mr. Young in 2023, the actuarial present value of pension benefits remained unchanged for the Consolidated Pension Plan and decreased for the Supplemental Retirement Plan by $293,375. Since the net change in actuarial present value of pension benefits was negative in 2023 for Mr. Young, in accordance with SEC rules and related guidance, $0 is shown in the table. Mr. Maskara and Mr. Nassab do not participate in the Supplemental Retirement Plan or Consolidated Pension Plan. No above-market interest on nonqualified deferred compensation was earned. |

  149. 2023 Summary Compensation Table

    | (3) The amounts shown include perquisites and other compensation. The following table identifies the amounts attributable to each category of perquisites and other compensation in 2023 for each NEO. |

  150. 2023 Summary Compensation Table

    | | Perquisites | | | Other Compensation | | | | Name | Cash Stipend | Company Equipment and Installation | Relocation Assistance | Term Life Insurance Premiums | Retirement Contributions | Total | | Alok Maskara | $30,000 | $— | $1,065,721 | $1,024 | $92,234 | $1,188,979 | | Joseph W. Reitmeier | 30,000 | — | — | — | 19,800 | 49,800 | | Joseph F. Nassab | 30,000 | 103,734 | — | 100 | 51,160 | 184,994 | | Daniel M. Sessa | 30,000 | — | — | — | 19,800 | 49,800 | | John D. Torres | 30,000 | — | — | — | 19,800 | 49,800 | | Douglas L. Young | 15,000 | — | — | — | 19,800 | 34,800 |

  151. 2023 Summary Compensation Table

    The values attributable to each item listed above are calculated as follows:

  152. 2023 Summary Compensation Table

    | • | Cash Stipend — Cash paid to each NEO in lieu of individual perquisites. |

  153. 2023 Summary Compensation Table

    | • | Company Equipment and Installation — Company equipment is based on the purchase price of the equipment, adjusted in accordance with our employee rebate program. Installation of this equipment is based on the cost for installation paid by the Company in 2023. |

  154. 2023 Summary Compensation Table

    | • | Relocation Assistance — The Company maintains a standard relocation policy for senior executives pursuant to which it provides them with certain relocation assistance. The policy includes a clawback provision that requires the employee to reimburse the Company for relocation expenses if the employee terminates employment voluntarily or the employee’s employment is terminated for cause within two years of the relocation date. In 2023, the Company incurred costs under this relocation policy as a result of its sale of Mr. Maskara’s home in Wisconsin, which it purchased from him in 2022 in connection with his relocation to Texas to become the Company’s CEO. The value of the relocation assistance included above is based on the incremental cost paid or incurred by the Company in connection with the relocation in 2023, including loss on home sale, carrying costs, closing costs, property taxes, and other indirect costs. |

  155. 2023 Summary Compensation Table

    | • | Term Life Insurance Premiums — The amounts shown are based on the incremental cost paid in 2023 on behalf of each NEO for Basic Life and Basic Accidental Death and Dismemberment over and above the premiums we would otherwise pay under our life insurance program for other employees. |

  156. 2023 Summary Compensation Table

    | • | Retirement Contributions — Mr. Maskara received $72,434 and Mr. Nassab received $31,360 in company contributions made under our nonqualified defined contribution Supplemental Restoration Plan. This nonqualified plan provides market-competitive retirement benefits by providing contributions that could not otherwise occur due to compensation limits under the Code. All NEOs received $19,800 in Company contributions made under our qualified 401(k) Plan. |

  157. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table provides information regarding short-term incentive awards and long-term incentive awards (PSUs, RSUs and SARs) granted under the 2019 Equity and Incentive Compensation Plan to our NEOs in 2023. As described in the CD&A, the Company moved the annual LTI Program grant date from December of each year to three trading days after the fourth quarter earnings release in the following year. As a result, no LTI compensation was granted to our NEOs in 2023.

  158. 2023 Grants of Plan-Based Awards

    | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | | Name | Threshold ($) | Target ($) | Max. ($) | | Alok Maskara | 638,850 | 1,277,700 | 2,874,825 | | Joseph W. Reitmeier | 227,813 | 455,625 | 1,025,156 | | Joseph F. Nassab | 199,219 | 398,438 | 896,486 | | Daniel M. Sessa | 212,344 | 424,688 | 955,548 | | John D. Torres | 205,313 | 410,625 | 923,906 | | Douglas L. Young | 121,875 | 243,750 | 548,438 |

  159. 2023 Grants of Plan-Based Awards

    | 1) | The amounts shown represent award opportunities under our STI Program for 2023. The awards were paid March 15, 2024 in the amounts included in the Summary Compensation Table. |

  160. Outstanding Equity Awards at 2023 Year-End

    Outstanding Equity Awards at 2023 Year-End The following table provides information regarding all outstanding equity awards held by our NEOs as of December 31, 2023.

  161. Outstanding Equity Awards at 2023 Year-End

    | | Options/SAR Awards(1) | | | | | Stock Awards | | | | | Name | Grant Date for Options/ SARs | Number of Securities Underlying Unexercised Options/ SARs (#) Exercisable(1) | Number of Securities Underlying Unexercised Options/ SARs (#) Unexercisable(1) | Option/ SAR Exercise Price ($/Sh)(2) | Option/ SAR Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Alok Maskara | 12/9/2022 | 5,015 | 10,032 | 259.560 | 12/9/2029 | 8,196 | 3,667,874 | 38,212 | 17,100,634 | | Joseph W. Reitmeier | 12/11/2020 | 3,334 | — | 278.000 | 12/11/2027 | 2,812 | 1,258,426 | 9,376 | 4,195,948 | | | 12/10/2021 | 2,039 | 1,020 | 328.650 | 12/10/2028 | | | | | | | 12/9/2022 | 1,504 | 3,010 | 259.560 | 12/9/2029 | | | | | | Joseph F. Nassab | 12/8/2017 | 1,972 | — | 205.530 | 12/8/2024 | 3,761 | 1,683,123 | 4,830 | 2,161,522 | | | 12/7/2018 | 1,621 | — | 214.630 | 12/7/2025 | | | | | | | 12/13/2019 | 1,517 | — | 257.080 | 12/13/2026 | | | | | | | 12/11/2020 | 1,000 | — | 278.000 | 12/11/2027 | | | | | | | 12/10/2021 | 648 | 325 | 328.650 | 12/10/2028 | | | | | | | 12/9/2022 | 953 | 1,906 | 259.560 | 12/9/2029 | | | | | | Daniel M. Sessa | 12/8/2017 | 6,573 | — | 205.530 | 12/8/2024 | 2,402 | 1,074,943 | 8,008 | 3,583,740 | | | 12/7/2018 | 5,404 | — | 214.630 | 12/7/2025 | | | | | | | 12/13/2019 | 5,058 | — | 257.080 | 12/13/2026 | | | | | | | 12/11/2020 | 3,334 | — | 278.000 | 12/11/2027 | | | | | | | 12/10/2021 | 2,039 | 1,020 | 328.650 | 12/10/2028 | | | | | | | 12/9/2022 | 1,153 | 2,308 | 259.560 | 12/9/2029 | | | | | | John D. Torres | 12/11/2020 | 3,334 | — | 278.000 | 12/11/2027 | 2,343 | 1,048,539 | 7,812 | 3,496,026 | | | 12/10/2021 | 2,039 | 1,020 | 328.650 | 12/10/2028 | | | | | | | 12/9/2022 | 1,103 | 2,207 | 259.560 | 12/9/2029 | | | | | | Douglas L. Young | 12/11/2020 | 2,646 | — | 278.000 | 12/11/2027 | 926(6) | 414,404 | 2,906 | 1,300,493 | | | 12/10/2021 | 1,205 | — | 328.650 | 12/10/2028 | | | | |

  162. Outstanding Equity Awards at 2023 Year-End

    | 1) | Outstanding unvested SARs vest in one-third increments on each anniversary of the date of grant, with the first anniversary date occurring one year after the date of grant. |

  163. Outstanding Equity Awards at 2023 Year-End

    | 2) | Pursuant to the LII 2010 Incentive Plan and the 2019 Equity and Incentive Compensation Plan, the exercise price for all outstanding SARs is based on the grant date fair market value, which is the average of the high and low NYSE trading prices of our common stock on the date of grant. |

  164. Outstanding Equity Awards at 2023 Year-End

    | 3) | The amounts shown represent all outstanding RSUs held by the NEOs. Refer to column (a) of the table below for the vesting dates of such awards. |

  165. Outstanding Equity Awards at 2023 Year-End

    | 4) | The amounts shown are based on the NYSE closing price of our common stock on December 29, 2023 ($447.52). |

  166. Outstanding Equity Awards at 2023 Year-End

    | 5) | The amounts shown represent outstanding PSUs held by the NEOs. Refer to column (b) of the table below for the vesting dates of such awards and the performance assumptions used to calculate the number of unvested PSUs. |

  167. Outstanding Equity Awards at 2023 Year-End

    | | (a) Shares or Units of Stock That Have Not Vested | | (b) Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights That Have Not Vested | | | | Name | Number of Awards | Vesting Date | Number of Awards | Vesting Date | Performance Assumption | | Alok Maskara | 2,335 | 5/9/2024 | 18,676 | 12/31/2024 | Max | | | 5,861 | 12/9/2025 | 19,536 | 12/31/2025 | Max | | Total | 8,196 | | 38,212 | | | | Joseph W. Reitmeier | 1,054 | 12/10/2024 | 3,514 | 12/31/2024 | Max | | | 1,758 | 12/9/2025 | 5,862 | 12/31/2025 | Max | | Total | 2,812 | | 9,376 | | | | Joseph F. Nassab | 335 | 12/10/2024 | 1,118 | 12/31/2024 | Max | | | 2,312 | 5/4/2025 | 3,712 | 12/31/2025 | Max | | | 1,114 | 12/9/2025 | | | | | Total | 3,761 | | 4,830 | | | | Daniel M. Sessa | 1,054 | 12/10/2024 | 3,514 | 12/31/2024 | Max | | | 1,348 | 12/9/2025 | 4,494 | 12/31/2025 | Max | | Total | 2,402 | | 8,008 | | | | John D. Torres | 1,054 | 12/10/2024 | 3,514 | 12/31/2024 | Max | | | 1,289 | 12/9/2025 | 4,298 | 12/31/2025 | Max | | Total | 2,343 | | 7,812 | | | | | | Settlement Date | | Settlement Date | | | Douglas L. Young | 644 | 12/10/2024(6) | 2,068 | 12/31/2024 | Max | | | 282 | 12/9/2025(6) | 838 | 12/31/2025 | Max | | Total | 926 | | 2,906 | | |

  168. Outstanding Equity Awards at 2023 Year-End

    | (6) The RSUs shown vested upon Mr. Young’s retirement, but will not be settled until the original vesting date. |

  169. 2023 Option/SAR Exercises and Stock Vested

    2023 Option/SAR Exercises and Stock Vested The following table provides information regarding the exercise of SARs by our NEOs and each vesting of RSUs and PSUs held by our NEOs in 2023.

  170. 2023 Option/SAR Exercises and Stock Vested

    | | Options/SAR Awards | | Stock Awards | | | | Name | Number of SARs Exercised (#) | Value Realized on Exercise ($) | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Alok Maskara | — | — | RSU | 2,334 | 658,748 | | | | | PSU | — | — | | Joseph W. Reitmeier | 25,712 | 4,797,711 | RSU | 2,666 | 1,130,670 | | | | | PSU | 3,363 | 1,580,307 | | Joseph F. Nassab | 2,560 | 604,966 | RSU | 321 | 137,794 | | | | | PSU | 1,010 | 474,609 | | Daniel M. Sessa | 8,677 | 1,139,811 | RSU | 2,666 | 1,130,670 | | | | | PSU | 3,363 | 1,580,307 | | John D. Torres | 10,462 | 1,311,783 | RSU | 2,666 | 1,130,670 | | | | | PSU | 3,363 | 1,580,307 | | Douglas L. Young(2) | 30,691 | 5,286,606 | RSU | 1,082 | 464,465 | | | | | PSU | 3,329 | 1,564,330 |

  171. 2023 Option/SAR Exercises and Stock Vested

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

  172. 2023 Option/SAR Exercises and Stock Vested

    | 2) | Includes equity awards vested and distributed on a pro rata basis upon Mr. Young’s retirement pursuant to award terms; does not include vested and undistributed awards listed above in the Outstanding Equity Awards at 2023 Year-End table. |

  173. 2023 Pension Benefits

    2023 Pension Benefits The following table provides information regarding the number of years of service credited to each NEO, the present value of accumulated benefits payable to each NEO under our frozen Consolidated Pension Plan and our Supplemental Retirement Plan as of December 31, 2023, and payments made to each NEO in 2023 under such plans.

  174. 2023 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Alok Maskara(2) | Consolidated Pension Plan (Frozen) | N/A | N/A | — | | | Supplemental Retirement Plan | N/A | N/A | — | | Joseph W. Reitmeier | Consolidated Pension Plan (Frozen) | 3.3 | 40,677 | — | | | Supplemental Retirement Plan | 11.6 | 3,870,900 | — | | Joseph F. Nassab(2) | Consolidated Pension Plan (Frozen) | N/A | N/A | — | | | Supplemental Retirement Plan | N/A | N/A | — | | Daniel. M. Sessa | Consolidated Pension Plan (Frozen) | 1.7 | 35,620 | — | | | Supplemental Retirement Plan | 15.0 | 4,865,192 | — | | John D. Torres(2) | Consolidated Pension Plan (Frozen) | N/A | N/A | — | | | Supplemental Retirement Plan | 15.0 | 5,025,186 | — | | Douglas L. Young | Consolidated Pension Plan (Frozen) | 9.6 | — | — | | | Supplemental Retirement Plan | 15.0 | 4,715,604 | 616,353 |

  175. 2023 Pension Benefits

    | 1) | The actuarial present value of the lump-sum accumulated benefit payable at December 31, 2023 is equal to the annualized present value factor, multiplied by the monthly benefit. The amounts shown are calculated in accordance with FASB ASC Topic 715, using a 5.07% interest (discount) rate for the Supplemental Retirement Plan and 5.27% for the Consolidated Pension Plan as of December 31, 2023 and the Pri-2012 healthy retiree mortality rates, with a white collar adjustment, with generational projections of mortality improvement using scale MP-2021. The calculations assume payments are deferred until age 65 for all participants under our frozen Consolidated Pension Plan and until the earliest unreduced retirement age for each participant under our Supplemental Retirement Plan. Additional assumptions are included in Note 10 of the Consolidated Financial Statements for the fiscal year ended December 31, 2023, included in our Form 10-K. |

  176. 2023 Pension Benefits

    | 2) | Messrs. Maskara and Nassab are not eligible to participate in the frozen Consolidated Pension Plan or the Supplemental Retirement Plan. Mr. Torres was not eligible to participate in the Consolidated Pension Plan prior to the plan being frozen. |

  177. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation The following table provides information regarding contributions, earnings, withdrawals, and distributions under our frozen Profit Sharing Restoration Plan and our Defined Contribution Supplemental Restoration Plan in 2023 for each NEO, as well as each NEO’s aggregate balance in such plan at December 31, 2023.

  178. 2023 Nonqualified Deferred Compensation

    | Name | Plan Name | Executive Contributions in Last Year ($) | Company Contributions in Last Year ($)(1) | Aggregate Earnings in Last Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Year-End ($) | | Alok Maskara(3) | Profit Sharing Restoration Plan | N/A | N/A | N/A | N/A | N/A | | | Supplemental Restoration Retirement Plan | 0 | 72,434 | 10,886 | 0 | 105,438 | | Joseph W. Reitmeier(3)(4) | Profit Sharing Restoration Plan | N/A | N/A | N/A | N/A | N/A | | | Supplemental Restoration Retirement Plan | N/A | N/A | N/A | N/A | N/A | | Joseph F. Nassab(3) | Profit Sharing Restoration Plan | N/A | N/A | N/A | N/A | N/A | | | Supplemental Restoration Retirement Plan | 0 | 31,360 | 8,186 | 0 | 59,909 | | Daniel M. Sessa(4) | Profit Sharing Restoration Plan | 0 | 0 | 3,738 | 0 | 26,261 | | | Supplemental Restoration Retirement Plan | N/A | N/A | N/A | N/A | N/A | | John D. Torres(3)(4) | Profit Sharing Restoration Plan | N/A | N/A | N/A | N/A | N/A | | | Supplemental Restoration Retirement Plan | N/A | N/A | N/A | N/A | N/A | | Douglas L. Young(4) | Profit Sharing Restoration Plan | 0 | 0 | 57,693 | 241,571 | 297,849 | | | Supplemental Restoration Retirement Plan | N/A | N/A | N/A | N/A | N/A |

  179. 2023 Nonqualified Deferred Compensation

    | 1) | Amounts listed in this column were reported as compensation in the last fiscal year in the “All Other Compensation” column of the 2023 Summary Compensation Table. |

  180. 2023 Nonqualified Deferred Compensation

    | 2) | No amounts listed in the Aggregate Earnings column were reported in the 2023 Summary Compensation Table. |

  181. 2023 Nonqualified Deferred Compensation

    | 3) | Messrs. Maskara, Reitmeier, Nassab, and Torres were not eligible to participate in the Profit Sharing Restoration Plan prior to the plan being frozen in 2009. |

  182. 2023 Nonqualified Deferred Compensation

    | 4) | Messrs. Reitmeier, Sessa, Torres, and Young are not eligible to participate in the Defined Contribution Supplemental Restoration Retirement Plan since they became executive officers before January 1, 2019. |

  183. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  184. Payments Made Upon Retirement

    Payments Made Upon Retirement If a NEO retires, he is entitled to receive his base salary through the last day of employment, a payment under our short-term incentive program based on company performance (prorated through the NEO’s last day of employment) and a lump-sum payment equal to unused, accrued vacation days. In addition, with respect to long-term incentive awards:

  185. Payments Made Upon Retirement

    | • | unvested SARs terminate on the NEO’s last day of employment and vested SARs remain exercisable for the remainder of the term of the award; |

  186. Payments Made Upon Retirement

    | • | for RSUs, the NEO receives a prorated portion of shares based on the date of retirement at the end of the applicable vesting period; and |

  187. Payments Made Upon Retirement

    | • | for PSUs, the NEO receives, to the extent earned based on achievement of specific performance measures, a prorated portion of shares based on the date of retirement at the end of the applicable performance period. |

  188. Payments Made Upon Retirement

    NEOs are eligible for retirement treatment for their long-term incentive awards if (i) they are at least age 65; (ii) they are at least age 62 and have 10 years of service; or (iii) if age plus years of service total 80. At December 31, 2023, Mr. Torres was eligible for retirement treatment for his long-term incentive awards.

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

    Tables Illustrating Potential Payments Upon Termination or Change in Control The following tables provide information regarding the benefits to which each NEO would be entitled in the event of termination of such individual’s employment with our Company under specified circumstances, including a CIC. Except as otherwise noted, the amounts shown (1) are estimates only, and (2) assume that (a) termination was effective as of December 29, 2023, (b) the NEO did not take any vacation days in 2023, (c) in the case of disability, the NEO elects to receive “enhanced severance benefits,” (d) in the case of retirement, the NEO is eligible for retirement, (e) in the case of CIC, the NEO terminates for “good reason” or is involuntarily terminated without cause and (f) that financial performance is tracking at target for PSU awards. The amounts shown for Long-Term Equity Accelerated Vesting reflect pro-rata vesting of unvested long-term incentive awards as a result of retirement, death, and disability. These amounts are based on the NYSE closing price of our common stock on December 29, 2023, which was $447.52. The tables do not include pension or deferred compensation benefits described above under 2023 Pension Benefits and 2023 Nonqualified Deferred Compensation. Mr. Young did not receive any enhanced compensation or benefits in connection with his departure from the Company on June 30, 2023. Mr. Young did receive his vested benefits under the retirement plans in which he participated, including as described above under 2023 Pension Benefits and 2023 Nonqualified Deferred Compensation. He also received an STI bonus payment as disclosed in the 2023 Summary Compensation Table and retirement treatment of his equity awards shown outstanding in the Outstanding Equity Awards at 2023 Year-End Table.

  190. CEO Pay Ratio

    CEO Pay Ratio For 2023, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees of the Company other than the CEO was approximately 83 to 1. The 2023 CEO pay ratio was determined using the same median employee used to determine the 2021 and 2022 CEO pay ratio as permitted under SEC rules, because there has been no change in our employee population or employee compensation arrangements that the Company believes would significantly impact the pay ratio disclosure. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions summarized below.

  191. CEO Pay Ratio

    | Date Used to Identify Median Employee | October 31, 2021 | | Employee Pool Used to Identify Median Employee | As permitted under SEC rules, to calculate our 2023 CEO pay ratio we have used the same median employee who was used to calculate the 2021 and 2022 CEO pay ratio. Our employee population consisted of approximately 12,555 individuals on October 31, 2021. In determining the median employee, we excluded employees from certain non-U.S. countries under the de minimis exemption under applicable SEC regulations. The list of excluded countries, together with the number of employees excluded in each country, was as follows: Belgium (7); China (29); Netherlands (45); Poland (48); Portugal (23); and the United Kingdom (10). In total, we excluded 162 employees under the de minimis exemption, representing approximately 1.3% of our total employee population as of October 31, 2021. Our pay ratio includes 12,393 employees. | | Compensation Used to Identify Median Employee | Total gross wages as derived from the Company’s payroll records. | | Median Employee Annual Total Compensation for 2023 | $60,409, which includes the value of the median employee’s health and welfare benefits and retirement benefits. We calculated the median employee’s compensation in the same manner as we calculated total compensation of the CEO in the Summary Compensation Table and then added the value of health and welfare benefits. | | CEO Annual Total Compensation for 2023 | $4,998,664, which is $15,001 more than the amount disclosed in the Summary Compensation Table. The increase reflects the value of health and welfare benefits which are excluded from the Summary Compensation Table under SEC rules. | | Pay Ratio | 83:1 |

  192. CEO Pay Ratio

    As described in the CD&A, the Company moved the annual LTI Program grant date from December of each year to three trading days after the fourth quarter earnings release in the following year. As a result, no LTI compensation was granted to our CEO in 2023. If the February 2024 LTI award of $5,700,000 was made in December 2023 consistent with our historical practice, CEO annual total compensation for 2023 for purposes of this disclosure would have been approximately $10,698,664 and the CEO pay ratio would have been 177:1.

  193. CEO Pay Ratio

    | Pay Versus Performance Disclosure |

  194. Pay Versus Performance Table

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

  195. Pay Versus Performance Table

    | Year (a) | Summary Compensation Table (SCT) Total for PEO 1 (Todd M. Bluedorn) (b)(1) | Compensation Actually Paid (“CAP”) to PEO 1 (Todd M. Bluedorn) (c)(1)(2) | SCT Total for PEO 2 (Todd J. Teske) (b)(1) | CAP to PEO 2 (Todd J. Teske) (c)(1)(2) | SCT Total for PEO 3 (Alok Maskara) (b)(1) | CAP to PEO 3 (Alok Maskara) (c)(1)(2) | Average SCT Total for Non-PEO Named Executive Officers (d) | Average CAP to Non-PEO Named Executive Officers (e)(1)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in $millions) (h) | | | | | | | | | | | | Total Shareholder Return (f)(3) | Peer Group Total Shareholder Return (g)(3) | | Company Core Net Income (in $millions) (i)(4) | | 2023 | — | — | — | — | $4,983,663 | $17,440,536 | $2,113,404 | $4,640,007 | $193.75 | $166.38 | $590.1 | $641.8 | | 2022 | $307,131 | $(14,370,215) | $593,636 | $493,206 | $10,097,779 | $11,097,872 | $2,397,526 | $1,399,029 | $102.22 | $129.46 | $497.1 | $505.3 | | 2021 | $5,027,345 | $14,483,856 | — | — | — | — | $3,314,344 | $4,935,005 | $136.21 | $157.26 | $464.0 | $464.5 | | 2020 | $14,475,348 | $12,279,138 | — | — | — | — | $3,535,972 | $3,015,242 | $113.79 | $117.41 | $356.3 | $399.3 |

  196. Pay Versus Performance Table

    | (1) Todd M. Bluedorn (“PEO 1”) served as our principal executive officer (“PEO”) from January 1, 2022 to March 23, 2022, and for the full year for 2021 and 2020. Todd J. Teske (“PEO 2”) served as of PEO from March 23, 2022 through May 8, 2022. Alok Maskara (“PEO 3”) has served as our PEO from May 9, 2022 to present. For 2023, our non-PEO NEOs were Joseph W. Reitmeier, Joseph F. Nassab, Daniel M. Sessa, John D. Torres, and Douglas L. Young. For 2022, our non-PEO NEOs were Joseph W. Reitmeier, Gary S. Bedard, Douglas L. Young, and Joseph F. Nassab. For 2021 and 2020, our non-PEO NEOs were Joseph W. Reitmeier, Douglas L. Young, Daniel M. Sessa, and John D. Torres. |

  197. Pay Versus Performance Table

    | (2) For 2023, the values included in these columns for the compensation actually paid to our PEOs and the average compensation actually paid to our non-PEO NEOs reflect the following adjustments to the values included in column (b) and column (d), respectively: |

  198. Pay Versus Performance Table

    | | Alok Maskara (PEO 3) | Average for Non- PEO NEOs | | Summary Compensation Table Total Compensation | 4,983,663 | 2,113,404 | | - aggregate change in actuarial present value of pension benefits | — | 217,011 | | + service cost of pension benefits | — | 56,363 | | + prior service cost of pension benefit | — | — | | - SCT “Stock Awards” column value | — | — | | - SCT “Option Awards” column value | — | — | | + year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | — | — | | [+/-] change in fair value (from prior year-end to covered year-end) of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | 12,259,033 | 2,243,275 | | + vesting date fair value of equity awards granted and vested in the covered year | — | — | | [+/-] change in fair value (from prior year-end to vesting date) of equity awards granted in prior years that vested in the covered year | 197,840 | 798,768 | | - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | — | 354,792 | | + dollar value of dividends/earnings paid on equity awards in the covered year | — | — | | Compensation Actually Paid | 17,440,536 | 4,640,007 |

  199. Pay Versus Performance Table

    | The fair values reflected for equity awards are calculated in a manner consistent with the methodology used to account for share-based payments in our financial statements, as described in Note 15 of the Consolidated Financial Statements for the fiscal year ended December 31, 2023, included in our Form 10-K. |

  200. Pay Versus Performance Table

    | (3) For purposes of this pay versus performance disclosure, our peer group consists of the following entities for 2023, which are the same entitles included in the peer group for 2022: A. O. Smith Corporation, Acuity Brands, Inc., Dover Corporation, Flowserve Corporation, Fortune Brands Home & Security, Inc., Hubbell Inc., IDEX Corporation, Masco Corporation, Owens Corning, Pentair, Inc., Regal Rexnord Corporation, Rockwell Automation, Inc., Snap- On Incorporated, The Timken Company, and Xylem Inc. (the “Peer Group”). Total shareholder return for the peer group has been updated based on SEC guidance issued in late 2023. |

  201. Pay Versus Performance Table

    | (4) Company core net income, a non-GAAP financial measure, is income from continuing operations, adjusted for restructuring charges, impairments on assets held for sale, gain on sale of businesses, non-core business results, certain legal charges and contingency adjustments, unrealized gains and losses on unsettled futures contracts, impairments on assets held for sale, gain on sale of businesses, non-core business results, and certain other items. |

  202. Pay Versus Performance Relationship Descriptions

    Pay Versus Performance Relationship Descriptions The following graphical comparisons provide descriptions of the relationships between certain figures included in the Pay Versus Performance table for each of 2023, 2022, 2021, and 2020, including: (a) a comparison between our cumulative total shareholder return and the total shareholder return of the Peer Group; and (b) comparisons between (i) the compensation actually paid to the three PEOs, and the average compensation actually paid to our non-PEO NEOs and (ii) each of the performance measures set forth in columns (f), (h) and (i) of the Pay Versus Performance table.