DEF 14A of Smith A O Corp, Mar 4, 2026

DEF 14A of Smith A O Corp

Filed Mar 4, 2026 · FY20250001193125-26-089938

Open on EDGAR

  1. NOMINEES – CLASS A COMMON STOCK

    NOMINEES – CLASS A COMMON STOCK

  2. NOMINEES – CLASS A COMMON STOCK

    | TODD W. FISTER Chief Financial Officer, Owens Corning | | | | Director since: 2024 Age: 51 Committee: • Audit | Director Biography: Mr. Fister became chief financial officer of Owens Corning, a global manufacturer of building and composite material systems, in September 2023. Since joining Owens Corning in 2014, Mr. Fister has held several executive-level positions, including president of Owens Corning’s insulation segment from 2019 to 2023; vice president of global insulation and strategy, and managing director of Foamglas and European insulation. He also serves as a member of Owens Corning’s Executive Committee. Prior to joining Owens Corning, Mr. Fister spent seven years at MeadWestvaco in roles of increasing responsibility. | Skills and Qualifications: Mr. Fister is a seasoned executive with broad financial, operational and strategic experience at Fortune 500 companies. He brings both a global and customer perspective. Further, with his strong financial background, the Board has determined that Mr. Fister is qualified as an audit committee financial expert under SEC regulations. |

  3. NOMINEES – CLASS A COMMON STOCK

    | VICTORIA M. HOLT Retired Director, President and Chief Executive Officer, Proto Labs, Inc. | | | | Director since: 2021 Age: 68 Committees: • Nominating and Governance (Chair) • Personnel and Compensation | Director Biography: Ms. Holt served as the president and chief executive officer of Proto Labs, Inc., a manufacturer of custom prototypes and on-demand product parts with manufacturing facilities in five countries, from 2014 until her retirement in 2021. Ms. Holt previously served as president and chief executive officer of Spartech Corporation, a leading provider of plastic sheet, compounds and packaging products, from 2010 until its sale to PolyOne in 2013. Prior to Spartech, Ms. Holt was the senior vice president, Glass & Fiberglass at PPG Industries, Inc., a leading coatings and specialty products company, from 2003 to 2010. She also served as a director of Proto Labs, Inc. from 2014 to 2021, when she retired from the company. Ms. Holt serves on the board of Waste Management, Inc., where she is a member of the Audit Committee and Chair of the Nominating and Governance Committee and Piper Sandler Companies, where she is a member of the Audit Committee and Chair of the Compensation Committee. Ms. Holt was an independent director of Watlow Electric Manufacturing Company, a private company, until its sale to Tinicum in January 2021. | Skills and Qualifications: Ms. Holt’s extensive experience as a chief executive officer of a growth-oriented, publicly traded company provides valuable perspective to our Board and management, particularly with respect to strategy and operation of a growth-oriented company as well as cybersecurity experience. Ms. Holt has completed the National Association of Corporate Directors (NACD) Cyber Risk Oversight Program and earned the CERT Certificate in Cybersecurity Oversight. In addition, she has many years of experience serving on public company boards of directors. As an added benefit, Ms. Holt brings gender diversity to our Board. |

  4. NOMINEES – CLASS A COMMON STOCK

    | MICHAEL M. LARSEN Senior Vice President and Chief Financial Officer, Illinois Tool Works, Inc. | | | | Director since: 2021 Age: 57 Committee: • Audit (Chair) | Director Biography: Since 2013, Mr. Larsen has served as senior vice president and chief financial officer of Illinois Tool Works, Inc., a publicly traded, global, multi-industrial manufacturing leader. He previously served as president and chief executive officer of Gardner Denver, Inc. from 2012 to 2013, and its vice president and chief financial officer from 2010 to 2013. Prior to that, Mr. Larsen was chief financial officer at General Electric (“GE”) Water and Process Technologies from 2009 to 2010 and held a number of global finance leadership roles of increasing responsibility at GE from 1995 to 2009. Mr. Larsen was a director of Gardner Denver, Inc. from 2012 until its acquisition by KKR & Co. Inc. in 2013. | Skills and Qualifications: Mr. Larsen has extensive executive, financial and operating experience at companies with worldwide manufacturing operations, like our company. He has a thorough knowledge and understanding of generally accepted accounting principles and auditing standards and how they apply to budgeting and financial reporting systems. He has significant experience with mergers and acquisitions, information technology, including cybersecurity, global sourcing and sustainability. The Board has determined that Mr. Larsen is qualified as an audit committee financial expert under SEC regulations. |

  5. NOMINEES – CLASS A COMMON STOCK

    | STEPHEN M. SHAFER President and Chief Executive Officer, A. O. Smith Corporation | | | | Director since: 2025 Age: 50 | Director Biography: Mr. Shafer became president and chief executive officer of our company on July 1, 2025. Mr. Shafer previously served as president and chief operating officer of our company from 2024 to 2025. Prior to joining the company, Mr. Shafer was president of the Automotive and Aerospace Solutions Division for 3M Company from 2020 to 2024. 3M Company is a manufacturer of building materials, adhesives, medical and home cleaning supplies. He held several positions with increasing levels of responsibility in multiple 3M business units. In 2019 he served as senior vice president and chief strategy officer of 3M Company. From 2016 to 2018, he served as president of Greater China Area and managing director of 3M China. | Skills and Qualifications: Mr. Shafer has extensive manufacturing and international experience, including holding a leadership role in China. As a leader in our company, currently as our chief executive officer, Mr. Shafer brings to the Board an in-depth understanding of our people, products and markets worldwide. Mr. Shafer also has significant experience with mergers and acquisitions and information technology, including cybersecurity. |

  6. NOMINEES – CLASS A COMMON STOCK

    | MARK D. SMITH Retired Business Manager, Strattec Security Corporation | | | | Director since: 2001 Age: 64 Committees: • Nominating and Governance • Personnel and Compensation | Director Biography: Mr. Smith served as a product business manager for Strattec Security Corporation from 1997 until his retirement in 2019. Strattec Security Corporation designs, develops, manufactures and markets automotive access control products, including mechanical locks and keys, electronically enhanced locks and keys, steering column and instrument panel ignition lock housings, latches and related access control products for major automotive manufacturers. In 2019, Mr. Smith was appointed one of three trustees of the Smith Family Voting Trust, which holds a controlling position in the stock of our company. Mr. Smith is also a first cousin of Robert L. Smith and Bruce M. Smith, who are trustees of the Smith Family Voting Trust. | Skills and Qualifications: Mr. Smith is experienced in managing the operations of a manufacturing business, both at Strattec and previously with our company. Further, an important aspect of his position at Strattec was managing key customer relationships, and he brings this orientation to his service on our Board. Based on his long service to our company, both as a director and as an employee early in his career, Mr. Smith is knowledgeable of company history and culture, and understands our long-term strategic and tactical plans. Mr. Smith is also a member of the Smith family, which holds a controlling interest in the stock of our company. |

  7. NOMINEES – CLASS A COMMON STOCK

    | KEVIN J. WHEELER Executive Chairman, A. O. Smith Corporation | | | | Director since: 2017 Age: 66 | Director Biography: Mr. Wheeler became executive chairman of our company in 2025 and served as chairman from 2020 and president and chief executive officer of our company from 2018 to 2025. From 2017 to 2018, he was president and chief operating officer of our company. From 2013 to 2017, Mr. Wheeler held the position of senior vice president of A. O. Smith Corporation and president and general manager of its North America, India, Europe Water Heating and Export business, which was then the company’s largest operating unit. Mr. Wheeler previously served as managing director of our company’s European operations, where he had responsibility for water heater business in Europe and the Middle East, and upon his return to the United States from the Netherlands, served as vice president-international, with responsibility for all European and Asian operations, including China. Mr. Wheeler joined the company in 1994 as a regional sales manager and has held positions of increasing responsibility. Mr. Wheeler also serves on the board of Graco Inc., where he is a member of the Governance Committee and the Management Organization and Compensation Committee. | Skills and Qualifications: Mr. Wheeler has extensive sales, manufacturing and international experience in various executive positions with our company, most recently as our chief executive officer, and brings to the Board a thorough understanding of our people, products and markets worldwide. Mr. Wheeler has cybersecurity experience. Further, Mr. Wheeler has experience as a director of another publicly traded company, which brings a different perspective to our Board. |

  8. NOMINEES – COMMON STOCK

    NOMINEES – COMMON STOCK

  9. NOMINEES – COMMON STOCK

    | DR. ILHAM KADRI Retired Chief Executive Officer and Director, Syensqo S.A. | | | | Director since: 2016 Age: 57 Committees: • Nominating and Governance • Personnel and Compensation | Director Biography: Dr. Kadri served as the chief executive officer of Syensqo S.A. from December 2023 to January 2026. Syensqo is a pure play science company focused on “clean” technology at the service of lightweighting, electrification, connectivity, resource efficiency, circularity and biomaterials. During her appointment as CEO of Solvay, 2019-2023, Dr. Kadri profoundly transformed the company. Under her leadership, Solvay nearly doubled returns, with 18 consecutive quarters of positive free cash flow, double-digit bottom-line growth and strengthened its balance sheet, all while cutting emissions two times more than the Paris Accords requirement. From 2017 to 2018, Dr. Kadri was president and chief executive officer of Diversey, Inc., a global leader in hygiene and cleaning sectors. Dr. Kadri led the spin-off of Diversey, Inc. from Sealed Air Corporation (SEE) and sold it to private equity Bain. Prior to the spin-off, she was vice president of SEE and president of its Diversey division from 2013 to 2017. She also led the digital strategy of SEE and launched the Internet of Clean (IoC) at Diversey, Inc. Prior to joining SEE, Dr. Kadri held positions of increasing responsibility with Dow Chemical Company from 2007 until 2012, including general manager of its Advanced Materials Division in the Middle East, Africa and Europe (MEA), as well as the commercial director for Dow Water & Process Solutions, a global leader in water desalination and purification technologies. Dr. Kadri is also on the board of directors of L’Oréal S.A., where she serves on the Strategy and Sustainability Committee. | Skills and Qualifications: Dr. Kadri has extensive international experience, having held executive leadership roles in Europe, the U.S., Middle East and Africa regions. In addition, as a chemical engineer, with a master’s degree in physics and chemistry, and a doctorate degree in Polymer Physics and Chemistry, Dr. Kadri brings a unique perspective on manufacturing, research and development, with a focus on sustainability and water technology that are directly applicable to our industry. Her extensive experience as a sitting chief executive officer, as well as a board member at L’Oréal brings unique perspectives. She also has extensive digital/e-commerce, cybersecurity, sustainability, merger/acquisition/divestitures/IPO and activism experiences that benefit our company. Dr. Kadri also brings gender and ethnic diversity to our Board. |

  10. NOMINEES – COMMON STOCK

    | CHRISTOPHER L. MAPES Retired Executive Chairman, Lincoln Electric Holdings, Inc. | | | | Director since: 2023 Age: 64 Committee: • Audit (Currently) • Nominating and Governance (Starting after the Annual Meeting) • Personnel and Compensation (Starting after the Annual Meeting) | Director Biography: Mr. Mapes served as executive chairman of Lincoln Electric Holdings, Inc., a global manufacturer of welding and joining technologies including automation, from January 2024 until his retirement on December 31, 2024. Previously, Mr. Mapes served as chairman, president and chief executive officer from December 2013 to December 2023 and had been president and chief executive officer from December 2012 to December 2013, after serving as chief operating officer beginning in 2011. From 2004 to 2011, Mr. Mapes served as executive vice president of A. O. Smith Corporation and president of A. O. Smith Electrical Products Company until the divestiture of this division in 2011. Mr. Mapes serves as a director of The Timken Company, where he is a member of the Audit and Nominating and Governance Committees, Nordson Corporation, where he is a member of the Audit Committee and RPM International Inc., where he is a member of the Compensation Committee. | Skills and Qualifications: Mr. Mapes has extensive experience leading manufacturing and distribution companies. He understands the challenges of global growth and the complexity of managing international operations. His broad experience includes cybersecurity. In addition to his management experience, Mr. Mapes has both an MBA and a law degree, as well as public company director experience. |

  11. NOMINEES – COMMON STOCK

    | LOIS M. MARTIN Chief Financial Officer, Mortenson Companies, Inc. | | | | Director since: 2024 Age: 63 Committee: • Audit | Director Biography: Since 2017, Ms. Martin has been the chief financial officer of Mortenson Companies, Inc., an $11 billion privately held conglomerate of development, real estate, corporate private equity and construction entities spanning the renewable energy, technology, commercial and infrastructure industries. Ms. Martin has more than 30 years of financial experience. Prior to Mortenson Companies, she was executive vice president and chief financial officer at Ceridian Corporation from 2012 to 2017; chief financial officer at Capella University from 2004 to 20011; executive vice president and chief financial officer at World Data Products from 2002 to 2004; and held various leadership and executive positions, including senior vice president and chief financial officer at Deluxe Corporation from 1993 to 2001. Ms. Martin has been a director of Donnelley Financial Solutions, Inc. since 2016 and serves as chair of its Audit Committee. She previously served as a director of Raven Industries, Inc. from 2018 to 2021, ADC Telecommunications from 2004 to 2010 and MTS Systems from 2006 to 2010. Ms. Martin began her career in public accounting as an auditor at PricewaterhouseCoopers LLP. | Skills and Qualifications: Ms. Martin brings extensive executive-level financial experience to our company. With her extensive financial experience, including at publicly traded companies, the Board has determined that she qualifies as an audit committee financial expert under SEC regulations. In addition, Ms. Martin brings gender diversity to our Board. |

  12. NOMINEES – COMMON STOCK

    | AARON W. SAAK President and Chief Executive Officer, Crane NXT, Co. | | | | Director since: 2026 Age: 52 Committee: • Audit | Director Biography: Mr. Saak was appointed president and chief executive officer of Crane NXT, Co., which specializes in providing advanced technology solutions for authentication and traceability of products in critical industries, in 2022. Prior to his role at Crane NXT, Mr. Saak served as president and CEO, mobility solutions at Vontier Corporation (a global technology leader serving the retail convenience market) from June 2022 to November 2022 and president of Gilbarco Veeder-Root, a subsidiary of Vontier Corporation, from February 2018 to June 2022. Prior to Gilbarco Veeder-Root, Mr. Saak held senior leadership roles with Tyco International and his career also includes a ten-year tenure at General Electric. Mr. Saak also serves as a director on Crane NXT’s board of directors. A third-party search firm recommended Mr. Saak to the Nominating and Governance Committee, which considered Mr. Saak and recommended to the Board that Mr. Saak be nominated as a director | Skills and Qualifications: Mr. Saak brings broad experience as a chief executive officer of a publicly traded manufacturing company with international operations. He has strong experience in strategy, marketing, sales, manufacturing operations, product development, finance, information technology, including cybersecurity, and complex engineered technology businesses. |

  13. NONEMPLOYEE DIRECTOR COMPENSATION STRUCTURE

    NONEMPLOYEE DIRECTOR COMPENSATION STRUCTURE

  14. NONEMPLOYEE DIRECTOR COMPENSATION STRUCTURE

    | Pay Element | Committee | 2025 Amount | | Board Cash Retainer | | $103,500 | | Board Equity Retainer | | $150,000 | | Committee Chair Cash Retainers | Audit Committee | $25,000 | | | Personnel and Compensation Committee | $20,000 | | | Nominating and Governance Committee | $20,000 | | Presiding Independent Director Cash Retainer | | $30,000 |

  15. Director Compensation

    Director Compensation

  16. Director Compensation

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3)(4) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5) | Total ($) | | Ronald D. Brown | $152,250 | $150,005 | — | — | — | — | $302,255 | | Todd W. Fister | 103,500 | 150,005 | — | — | — | — | 253,505 | | Victoria M. Holt | 122,250 | 150,005 | — | — | — | — | 272,255 | | Dr. Ilham Kadri | 103,500 | 150,005 | — | — | — | — | 253,505 | | Michael M. Larsen | 127,250 | 150,005 | — | — | — | — | 277,255 | | Christopher L. Mapes | 103,500 | 150,005 | — | — | — | — | 253,505 | | Lois M. Martin | 103,500 | 150,005 | — | — | — | — | 253,505 | | Ajita G. Rajendra(6) | 25,875 | — | — | — | — | — | 25,875 | | Mark D. Smith | 103,500 | 150,005 | — | — | — | — | 253,505 |

  17. Director Compensation

    | 1 | Neither Mr. Shafer nor Mr. Wheeler, as employee directors, receives compensation for his service as a director. |

  18. Director Compensation

    | 2 | Includes amounts earned during 2025, even if deferred. |

  19. Director Compensation

    | 3 | Reflects the grant date fair value of stock awards calculated in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 12 to our 2025 Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Directors receive a stock award of Common Stock as part of their annual retainer. On April 8, 2025, each then serving director except for Mr. Shafer and Mr. Wheeler received a stock award worth $150,005, or 2,468 shares valued at $60.78 per share, which was the adjusted average of the high and low prices on the grant date rounded up to the next whole share. Mr. Brown has deferred his receipt of 76,548 shares until his separation from service as a director. Ms. Holt has deferred her receipt of 10,973 shares until her separation from service as a director. Mr. Larsen has deferred his receipt of 10,973 shares until his separation from service as a director. Deferred stock holdings include dividends on deferred stock which are paid in the form of restricted stock units. |

  20. Director Compensation

    | 4 | Each director as of December 31, 2025, owned the following aggregate number of shares or restricted stock units in connection with service as a director: Mr. Brown, 76,548; Mr. Fister, 4,094; Ms. Holt, 10,973; Dr. Kadri, 21,317; Mr. Larsen, 10,973; Mr. Mapes, 6,358; Ms. Martin, 4,142; Mr. Rajendra, 9,771 and Mr. Smith, 116,242. Please see the “Security Ownership of Directors and Management” Table for additional information. |

  21. Director Compensation

    | 5 | None of the directors received perquisites or other personal benefits in an aggregate amount of $10,000 or more. We reimburse directors for transportation, lodging and other expenses actually incurred in attending Board and Committee meetings. |

  22. Director Compensation

    | 6 | Mr. Rajendra did not stand for re-election at the April 2025 Annual Meeting of Stockholders due to his reaching of the company’s mandatory retirement age for directors. Reflects compensation paid to him prior to his retirement. |

  23. Director Compensation

    The Board requires that every new director participate in a detailed orientation, including visits to our key operations. This encompasses a review of business and financial operations, meetings with business executives and others, and an overview of our corporate governance policies and procedures. New directors receive no additional compensation for their participation in orientation matters. The stock ownership requirement for directors is five times the applicable cash retainer received by the director in the last year. Each director is required to acquire beneficial ownership of A. O. Smith Corporation Common Stock having an aggregate value equal to this stock ownership requirement within five years of his or her election as a new director. All directors have met this requirement. Certain directors have elected to defer receipt of Common Stock shares under the A. O. Smith Non-qualified Deferred Compensation Plan (the “Deferred Compensation Plan”). The Deferred Compensation Plan allows directors to defer all or a portion (not less than 25%) of their fees until a later date, but not later than the year in which the director ceases service as a director. Payments can be made in a lump sum or in not more than 10 annual installments. This is handled as a bookkeeping entry, with gains and losses credited to the director’s account each month based on the director’s crediting election. The crediting election is used to designate the investment fund(s) as the basis for calculating the rate of return equivalent for the director’s account. Mr. Brown, Ms. Holt and Mr. Larsen have deferred receipt of their stock awards in 2025, which consequently are treated as restricted stock units. Dividends on stock which have been deferred as restricted stock units are also received in the form of restricted stock units based on the average of the high and low price of our Common Stock on the date of the dividend.

  24. Compensation Philosophy

    Our long-term incentive opportunities link a significant portion of executive compensation to our performance through restricted stock units, performance cash, and performance stock awards. Executive officers also are expected to comply with established stock ownership guidelines which require acquisition and retention of specific levels of our Common Stock. Our view is that this stock ownership aligns the interests of our management team with our stockholders and encourages executive performance but discourages executives from taking undue risk. We believe executive total compensation opportunity should increase commensurate with responsibility and capacity to influence our results. Additionally, as responsibility and accountability increase, so should the portion of compensation which is at risk. Therefore, not only do base salaries increase with position and responsibility, but short-term and long-term incentive opportunities as a percentage of total compensation increase as well. Our executive compensation package is designed to strike a balance between short-term cash compensation in the form of fixed salaries and variable annual incentive plans and long-term compensation in the form of cash-based performance units and equity awards with three-year vesting periods. For the chief executive officer, approximately 15% of 2025 total target compensation was comprised of base salary, with the remaining 85% being variable compensation dependent on our company performance. The variable compensation was divided so that approximately 18% of total target compensation was attributable to annual incentive bonus and approximately 68% was long-term incentive compensation. For the other named executive officers, approximately 14-38% of total target compensation was comprised of base salary, with the remaining 62-86% being based on our company performance. The variable compensation is structured so that approximately 17-22% of total target compensation represents annual incentive bonus, with roughly 40-69% attributable to long-term incentive compensation.

  25. EXECUTIVE COMPENSATION MIX

    | Compensation Component | CEO | Other NEOs | | Salary | 15% | 14-38% | | Annual Incentives & Bonus | 18% | 17-22% | | Long-Term Incentives | 68% | 40-69% |

  26. EXECUTIVE COMPENSATION MIX

    The Personnel and Compensation Committee (“PCC”) approved a long-term incentive plan for 2025 which targeted 65% of the chief executive officer’s long-term incentives, or approximately 44% of total compensation, as equity-based awards. The PCC targeted 65% of the long-term incentives, or approximately 26-45% of total target compensation, as equity-based awards for the other named executive officers.

  27. EXECUTIVE CASH / EQUITY MIX

    EXECUTIVE CASH / EQUITY MIX

  28. EXECUTIVE CASH / EQUITY MIX

    | Compensation Component | CEO | Other NEOs | | Cash-Based Compensation | 56% | 55 - 74% | | Equity-Based Compensation | 44% | 26 - 45% |

  29. EXECUTIVE CASH / EQUITY MIX

    We believe this combination results in a competitive compensation package that provides an incentive for our executives to lead with a focus on short-term results, while positioning us for long-term sustained performance. With approximately 26-45% of their total compensation tied to equity awards, we believe the decisions of named executive officers are aligned with the best interests of our stockholders. We believe this combination of base pay and short-term and long-term incentives supports our objectives of pay-for-performance, while mitigating the potential for undue risk-taking because it ties a significant portion of the executive officer’s compensation to sustained, long-term performance.

  30. Outside Consultants

    | Service | Fees | | Management Compensation Surveys and Benchmarking | $21,440 | | Benefits Consulting Services | $360,049 in U.S. and Canadian health and welfare plan consulting paid through credits against commissions earned as broker for life and disability group insurance plans | | Health Plan program fees | $115,000 for participation in Rx Collaborative, WTW’s pharmacy purchasing coalition and $94,087 for the Custom Care Management Unit, which provides personalized care for families with a member having a serious health condition. |

  31. Benchmarking

    Benchmarking We endeavor to benchmark our executive compensation against similarly situated executives in comparably sized organizations. We believe we compete for executive resources with other nonfinancial institutions across multiple industrial segments. With that in mind, our consultants utilize broad-based, general industry salary surveys and regress their data to organizations with revenues similar to A. O. Smith. We believe market median is an appropriate target for our total compensation program. We attempt to design both short-term and long-term incentives to produce rewards in excess of median market levels when company performance is better than target. The PCC authorized WTW to perform a detailed analysis of our executive compensation levels in 2025, as we do each year. As we describe below, the PCC asked WTW to provide input on marketplace trends in executive compensation, and overall compensation and components of compensation for 13 executive positions. We utilize WTW because we believe its survey resources ensure consistent and statistically valid data that is representative of the market in which we compete for executive talent. Its database includes a broad array of over 800 companies. We did not rely on a specific subgroup of peer companies within that database. In working with WTW, we played no role in selecting the companies for which the data was obtained. For 2025 compensation, WTW performed a regression analysis to reflect base pay levels of an organization with $3.85 billion in revenue and reported its findings to the PCC in October 2024. Its comparison focused on overall compensation, as well as base salary, annual incentive bonus, equity awards and each of the other compensation elements discussed below. We believe its methodology provides appropriate comparisons by utilizing industrial companies of comparable size and referencing databases with comparable executive officer positions. For 2025, the PCC generally targeted our overall compensation and benefits programs and each element of compensation at the median level of the surveyed companies. Since a number of variables can influence the relationship of an individual executive’s pay components to the survey median data, the PCC considers a range of 80% to 120% of median generally to be appropriate when reviewing total compensation. Although the PCC generally attempts to have each component of compensation in this target range, the PCC puts greater emphasis on achieving the target at the total compensation level. Variables considered include, but are not limited to, education, position tenure, previous experience, level of performance, additional responsibilities and, as appropriate, recruitment considerations, and as described further below in the discussion of individual compensation elements, the PCC will set compensation outside of its typical target range in special circumstances to the extent it believes such an action is appropriate based on these variables and the expected future contributions of an individual executive to our company. For 2026, we compared ourselves to the market median of other companies with revenues of $3.8 billion, which represents our reported revenues in 2024.

  32. Compensation Elements

    | • | Short-Term – annual incentive bonus |

  33. Compensation Elements

    | • | Long-Term – restricted stock units, performance cash and performance stock |

  34. Base Salary

    Base Salary Base salary provides the executive with a consistent, market competitive stream of income on a semimonthly basis. Absent unusual circumstances, we review base salary levels annually, with adjustments effective January 1. The chief executive officer considers each senior executive individually for base salary actions and recommends appropriate adjustments. The PCC annually evaluates the appropriate base salary for the chief executive officer and reviews and approves the chief executive officer’s recommendations for the other named executive officers. When considering base salary increases, consideration is given to experience, individual performance, level of contribution, pay levels relative to market pay practices, as well as our overall financial condition. While the chief executive officer recommends compensation adjustments for the other named executive officers, his recommendations must be approved and authorized by the PCC. The chief executive officer and the PCC rely upon competitive survey data from WTW and their own diverse experiences with executive compensation when making compensation decisions. In reviewing and approving individual base salary adjustments for the named executive officers for 2025, the PCC relied upon salary data for comparable positions from the 2024 WTW Executive Compensation Database, which was aged 3.5% to reflect anticipated market movement from the 2024 survey through year-end 2025. Effective January 1, 2025, the PCC authorized increases of 3.5% to Messrs. Shafer, Wheeler, Lauber, and Stern. When we hired Mr. Shafer as president and chief operating officer in March 2024, we set his base salary at a higher level than our typical target range of 80% to 120% of the market median based on his unique skills and expected future contributions to our organization. Messrs. Cheng and Howe joined the company on July 7, 2025 and October 8, 2025, respectively, and the salaries shown for 2025 reflect their compensation upon hire. As of July 1, 2025, the PCC adjusted base salaries for Messrs. Shafer and Wheeler related to changes in their respective responsibilities. Mr. Shafer was appointed president and chief executive officer, and Mr. Wheeler transitioned to the role of executive chairman. Accordingly, effective July 1, 2025, the PCC increased Mr. Shafer’s base salary an additional 7.4%, placing him at 90% of the market median for his new role. The PCC also adjusted Mr. Shafer’s annual incentive target, as we describe below in the section entitled, “Annual Incentive Compensation and Discretionary Bonuses.” Mr. Wheeler’s base salary was reduced by 13.7% due to the realignment of responsibilities at that time. As of October 1, 2025 Mr. Stern transitioned out of the role of executive vice president, general counsel and secretary to executive vice president, corporate development, strategy and secretary. The committee did not change Mr. Stern’s compensation as part of this transition. In reviewing 2026 base salaries at its December 2025 meeting, the PCC approved increases of 3% for Messrs. Lauber and Stern. Mr. Shafer received a 5% increase to recognize continued advancement in his new role. Mr. Cheng, who joined the company in July 2025, received a 2% increase, reflecting the market level of his salary. The PCC did not change Mr. Wheeler’s or Mr. Howe’s salary for 2026. Mr. Howe, who joined the company in October 2025, did not receive an increase as he was hired close to the end of the year and his salary at joining was set at a market competitive rate for 2026. Based upon input from WTW, we believe that the 2026 base salaries for our named executive officers are in the aggregate approximately 106% of the projected market median, excluding Mr. Stern whose new position does not have a suitable benchmark match. Further, we anticipate the market increase for base salaries to average 3.5% in 2026, which we took into account in determining 2026 salaries.

  35. Base Salary

    | 1 | The executive chairman position that Mr. Wheeler stepped into on July 1, 2025 was not benchmarked in 2025. |

  36. Annual Incentive Compensation

    Annual Incentive Compensation Each year, the PCC reviews and approves our financial objectives for both the company and its business units. The executive annual incentive bonus is tied to achieving those objectives. The better we perform relative to these objectives, the higher the incentive bonus payment. The annual target incentive bonus typically is calculated as a percent of annual base pay for the performance year. The target percent for incentive compensation, like base salary, is determined through periodic benchmarking and review of the median level survey data provided by WTW. Annual incentive compensation represents an “at risk” component of the executive compensation package. Actual incentive bonus amounts are dependent upon performance against specific measurements and may vary from 0% to 200% of targeted amounts. As a general principle, the portion of an executive’s compensation tied to incentive compensation increases with the executive’s level of responsibility. Thus, the chief executive officer’s annual incentive opportunity is greater than that of the other named executive officers. We targeted an annual incentive opportunity for the chief executive officer at 125% of base pay in 2025 based upon WTW survey data for comparably situated executives. As a result of his appointment as president and chief executive officer effective July 1, 2025, the PCC increased Mr. Shafer’s annual incentive target to 125%. The relationship of our incentive targets to market median comparisons as of year end is illustrated in the following table. No other changes were made to executive annual incentive targets during 2025.

  37. Annual Incentive Compensation

    | Name | 2025 Target % of Base Salary | Target Incentive % to Market Median | | Stephen M. Shafer | 125% | 96% | | Kevin J. Wheeler(1) | 125% | not benchmarked | | Charles T. Lauber | 80% | 100% | | James F. Stern | 70% | no match for position | | Ming Cheng | 60% | 109% | | Christopher T. Howe | 60% | 109% |

  38. Annual Incentive Compensation

    | 1 | The executive chairman position that Mr. Wheeler stepped into on July 1, 2025 was not benchmarked in 2025. |

  39. Annual Incentive Compensation

    For 2025, the PCC again aligned our incentives with our focus on improving growth of stockholder value through profitable revenue growth. Our 2025 annual incentive plan for corporate executives was based on achieving a combination of two financial measures, corporate EBIT of $725.2 million and corporate net sales of $3,884.3 billion. The goal of the plan was to keep our management focused on providing value to stockholders by incorporating both a profitability measure and a growth measure. Eighty percent (80%) of the incentive opportunity was based on EBIT and twenty percent (20%) on net sales. EBIT is calculated by subtracting our cost of goods sold and operating expenses from revenue before interest and taxes. Net sales is calculated by subtracting returns, allowances and discounts from gross sales. The PCC took into account market practice in the choice and number of measures, and we believe that limiting the net sales measure to twenty percent (20%) of the total incentive opportunity mitigates the risk of executives focusing on growth at the expense of profitability. We expect to use these financial measures for 2026. We achieved 99.6% of the corporate EBIT incentive bonus target and 93.0% of the corporate net sales incentive bonus target, for an overall corporate bonus achievement of 98.3%. Accordingly, the named executive officers were awarded incentive compensation bonuses set forth in the table below.

  40. 2025 Annual Incentive Awards

    2025 Annual Incentive Awards

  41. 2025 Annual Incentive Awards

    | Name | Amount | | Stephen M. Shafer(1) | $1,068,000 | | Kevin J. Wheeler | 1,327,000 | | Charles T. Lauber | 530,000 | | James F. Stern | 461,000 | | Ming Cheng(2) | 136,000 | | Christopher T. Howe(3) | 65,000 |

  42. 2025 Annual Incentive Awards

    | 1 | Mr. Shafer was promoted to president and chief executive officer on July 1, 2025; his annual incentive was prorated for the base salary and bonus target changes associated with his promotion. |

  43. 2025 Annual Incentive Awards

    | 2 | Mr. Cheng joined the company on July 7, 2025; his annual incentive was prorated for the portion of the year he worked for A. O. Smith. |

  44. 2025 Annual Incentive Awards

    | 3 | Mr. Howe joined the company on October 8, 2025; his annual incentive was prorated for the portion of the year he worked for A. O. Smith. |

  45. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-term incentive compensation consists of restricted stock units, performance cash and performance stock, all of which are focused on ensuring sustained performance or achievement of strategic goals over a multi-year period. We believe strongly that equity-based long-term incentives effectively link the interests of senior management to the interests of our stockholders. The allocation of total value between each of the long-term incentive components may vary from year-to-year based on our focus, as determined by the PCC. The long-term incentive portion of an executive’s compensation is “at risk” and is dependent upon corporate performance and growth in stock value. The stated purpose of the Combined Incentive Compensation Plan, which is the vehicle for awarding long-term incentives, is to provide compensation as an incentive to induce key employees to remain in our employ and to encourage them to secure or increase their stock ownership in our company or to otherwise align their interests with our stockholders. The Combined Incentive Compensation Plan motivates behavior through growth-related incentives to achieve long-range revenue and profitability goals. The total target value of all long-term incentive components is compared to comparable positions in the marketplace. Again, the PCC utilizes WTW to assist in benchmarking against the median level of surveyed companies to determine market competitive long-term incentive targets for executive positions. Based upon the analysis that WTW provided in October 2024 the long-term incentive grants to our named executive officers were valued in the aggregate at 109% of market median. Mr. Shafer received two grants in 2025: the first, valued at $3,120,000 during our regular grant cycle in February 2025, and a second grant valued at $1,000,000 on July 1, 2025 in recognition of his new role as president and chief executive officer. The 85% market value shown for Mr. Shafer reflects the market position of the combined 2025 grants with respect to his new role. The following table shows long-term incentive grants to named executive officers in 2025, and compares such grants to market median.

  46. Long-Term Incentive Compensation

    | Name | 2025 Long-Term Incentives Target Value | Target Long-term Incentive to Market Median | | Stephen M. Shafer | $4,120,000 | 85% | | Kevin J. Wheeler | 5,665,000 | 118% | | Charles T. Lauber | 1,450,000 | 109% | | James F. Stern | 1,075,000 | 117% | | Ming Cheng(1) | 250,000 | 106% | | Christopher T. Howe(2) | 134,000 | 103% |

  47. Long-Term Incentive Compensation

    | 1 | In addition to the annual grant amount shown in the table, Mr. Cheng also received a special one-time grant of $1,600,000 in restricted stock units to account for equity awards he forfeited to join the company in July 2025. The restricted stock units will vest on July 7, 2028. The target value of the annual grant shown in the table is prorated for the period of the year in which Mr. Cheng was employed by us. The full value of the benchmarked annual grant would be $500,000. |

  48. Long-Term Incentive Compensation

    | 2 | In addition to the annual grant amount shown in the table, Mr. Howe also received a special one-time grant of $1,500,000 in restricted stock units to account for equity awards he forfeited to join the company in October 2025. The restricted stock units will vest on October 8, 2028. The target value of the annual grant shown in the table is prorated for the period of the year in which Mr. Howe was employed by us. The full value of the benchmarked annual grant would be $575,000, |

  49. Emphasis on Performance-Based Awards

    Emphasis on Performance-Based Awards Our approach is to structure our awards so that restricted stock units represent 50% of our long-term incentive awards, performance cash 35% and performance stock 15%. All three components have a financial or strategic performance metric associated with them. Restricted stock units entitle the executive to receive a share of Common Stock for each unit when the restricted stock unit vests. Restricted stock units are time-based but have a minimum performance threshold based on average Return on Equity that must be achieved in order to vest. The average Return on Equity is calculated by dividing net income by stockholder equity, adjusted to exclude certain extraordinary and nonrecurring items, averaged over the three-year vesting period. We use average Return on Equity because we believe it represents a sound measure of our performance that is easily recognized and readily used by investors and that links executive performance to stockholder interest over the three-year performance period of the award. The value to the executive of restricted stock units is dependent upon the value of our Common Stock at the time of vesting. Restricted stock units are used to provide a combination of retention value and incremental performance incentives. For 2025, the minimum average Return on Equity for restricted stock unit payouts was 5%. Performance cash is valued at $100 per unit at the time of grant. The value to the executive is dependent upon return on invested capital (or ROIC) performance over a three-year vesting period. We calculate ROIC by taking net operating profit after taxes and dividing it by total capital. The 2025 performance cash award uses ROIC to measure how effectively executives manage capital. The goal for achieving 100% of target was based on an average of the company’s last five years of ROIC achievement. The threshold and maximum performance levels were based on a market reference point: the five-year average of median ROIC for the S&P 500 Industrials Index. The threshold for achieving any payout is 125% of this reference point, and the maximum payout is achieved at 225% of the reference point. Target value payouts will be earned at 31.5% performance over the course of the measurement period and a maximum payout of 200% of target will be earned should we return 34% ROIC as a percent of the Cost of Capital between January 1, 2025, and December 31, 2027. As with annual incentive compensation objectives, the PCC sets targets at levels that are difficult to achieve, but with the expectation they are attainable.

  50. Emphasis on Performance-Based Awards

    | ROIC Achieved | 2025 Plan Payout | | 18.9% | 0% – Minimum | | 31.5% | 100% – Target | | 34.0% | 200% – Maximum |

  51. Emphasis on Performance-Based Awards

    | Waste Reduction — thousands of pounds reduced | 2025 Plan Payout | | 0 | 0% | | 262.5 | 50% – Target | | 525.0 | 100% – Target | | 787.5 | 150% – Maximum |

  52. Emphasis on Performance-Based Awards

    Through November 2025, the latest available period of data, the performance stock we granted in 2025 had an estimated value of approximately 129.8% of shares granted. Through November 2025, the latest available period of data, the performance stock we granted in 2024, based on a water savings goal, had an estimated value of approximately 150% of shares granted. At target, the combined value of the three components of executive long-term incentives (restricted stock units, performance cash and performance stock) should represent long-term incentive awards levels within a range around market median consistent with the WTW survey, subject to limited exceptions for special circumstances. Based upon the PCC’s October 2025 analysis, target long-term incentives for our named executive officers compared to market median are reflected on the table in the Long-Term Incentive Compensation discussion above.

  53. 2026 Long-Term Incentive Award

    2026 Long-Term Incentive Award In 2026, the PCC will follow the same structure for the long-term incentive award as in 2025. The restricted stock unit and performance cash components of the 2026 long-term incentive award will comprise 50% and 35% of the award, respectively, however the performance criteria setting process for the performance cash award differs from the 2025 award. While the 2026 performance cash award will use a target based on ROIC, the ROIC target will be based on an annual target set during the 2026 financial planning process rather than using the prior five-year look back method. This annual target setting will consider current year performance, the plan for the upcoming year, and known strategic decisions. This new approach reflects the company’s focus on its new strategic priorities. The PCC is also changing the approach for setting the threshold and maximum levels. Based on market information provided by WTW regarding plans using ROIC targets, the PCC set the performance threshold at six percentage points below the target for a 50% payout and the maximum at three percentage points above target for a 200% payout. The 2026 performance stock will again have a three-year performance period based on a strategic sustainability goal and will constitute 15% of the total long-term incentive. The goal for the 2026 award will be a sustainability through innovation goal based on a new product vitality index (NVPI). We define NVPI as new product revenue divided by total company revenue, and the goal will be to achieve a NVPI of 12% in the third year of the performance period compared with the baseline period of 2025. At the threshold NVPI of 9%, participants will receive 50% of the target shares. Achieving the target NVPI of 12% provides 100% of the target shares, and an NVPI of 15% will provide the maximum number of shares at 150% of target.

  54. Payout of 2023-2025 Performance Cash and Performance Stock

    Payout of 2023-2025 Performance Cash and Performance Stock Performance cash awarded in February 2023 for the period 2023-2025 was paid in February 2026. This award was based upon ROIC for the three-year period (2023-2025). The cash units originally were valued at $100 per unit. Based upon our performance during the measurement period, our ROIC exceeded the target by 1.15%, which resulted in the performance cash being paid out at 122.1% of the target value. Performance stock awarded in February 2023 for the period 2023-2025 was released in February 2026. This award was based upon the company’s greenhouse gas intensity reduction goal. This goal of a 10% reduction in intensity from the baseline set in 2019 by year-end 2025 was established in the company’s 2020 CRS Report. Based upon our performance by year end 2025, our intensity reduction was 32.77%, surpassing the maximum of 25%, which resulted in 150% of the target performance stock being released.

  55. Consideration of Risk in Executive Compensation Plans

    Consideration of Risk in Executive Compensation Plans We believe our total compensation package mitigates unreasonable risk-taking by our senior executives. In this regard, we strike a balance between short-term and long-term cash and equity awards. A significant portion of our executives’ pay is linked to the achievement of financial goals directly aligned to stockholder interests: EBIT, net sales, ROIC and Return on Equity. The competitive annual incentive plan rewards executives for achieving short-term performance targets, which keeps them focused on day-to-day business fundamentals. On the other hand, our long-term cash and equity awards incent executives to take a long-term view of our company and to assume reasonable risks to develop new products, explore new markets and expand existing businesses. Further, our executives are stockholders with established share ownership guidelines requiring them to acquire and hold A. O. Smith stock. Their stock grants vest over three-year periods so they are incented to build stockholder value over time. Their performance cash awards also are subject to vesting over a three-year period, and their payout is tied to ROIC over the same period of time. Our performance-based pay components are tied to company-wide results. We have implemented caps on our annual cash incentive plan, long-term performance cash and performance stock. Our equity programs limit and define the number of shares, but the value of the award is determined by the stock market at the time they vest or are exercised, which we believe provides a strong connection with stockholder interests. The PCC reviewed the company’s annual and long-term incentive plans at the PCC’s July 2025 meeting and discussed with WTW any changes over the last year that could impact risk. The PCC concluded that no plan changes were implemented in 2025 that would affect the existing risk profile of any of the plans. As a result of its review, the PCC concluded that our program is unlikely to place the company at material risk. In this regard, several of our current practices effectively mitigate risk and promote performance. In addition, we maintain a Recoupment Policy for Incentive Compensation, which complies with the SEC’s and the NYSE’s clawback policy requirements and requires us to recover from executive officers incentive compensation erroneously awarded in the event of a material accounting restatement. We believe this policy, discussed in greater depth in the section of the Compensation Discussion and Analysis entitled, “Clawbacks – Recoupment Policy for Incentive Compensation,” mitigates the risk of a financial restatement by helping to ensure that our executive officers monitor and maintain the accuracy of our reported financial results and adhere to our Guiding Principles.

  56. Severance Plan

    Severance Plan The named executive officers participate in the A. O. Smith Senior Leadership Severance Plan (the “Plan”), which protects executives financially in the event of employment termination in circumstances identified in the Plan, including a change in control of our company. These protections help to ensure that executives will remain focused on managing our company in the event of a pending change in control or other circumstances. Furthermore, this Plan provides a more attractive compensation package when recruiting key talent. Lastly, instead of negotiating individual separation arrangements upon a termination, the PCC can ensure consistent and equitable treatment for all executives. The Plan provides each executive with a cash severance (represented as a multiple of their annual cash compensation), medical benefit continuation and outplacement services. Additionally, vesting of long-term incentive awards is accelerated in certain cases. To be covered by the Plan, an executive must sign a noncompete, non-solicitation, assignment of inventions and confidentiality agreement. To receive these benefits, an executive must sign a release from future claims against our company. The Plan also provides for enhanced cash severance benefits upon a change in control, as discussed below. We do not have any individual employment agreements with named executive officers.

  57. Summary Compensation Table

    Summary Compensation Table The Summary Compensation Table reflects information concerning compensation awarded to, earned by or paid to our chief executive officer, chief financial officer and other named executive officers during fiscal years 2025, 2024 and 2023.

  58. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Stephen M. Shafer(7) President and Chief Executive Officer | 2025 2024 2023 | $965,750 712,500 | $0 0 | $2,678,044 3,950,213 | $0 0 | $1,068,000 491,000 | $0 0 | $248,656 432,523 | $4,960,450 5,586,236 0 | | Kevin J. Wheeler Executive Chairman | 2025 2024 2023 | 1,079,500 1,120,000 1,076,500 | 0 0 0 | 3,682,036 3,477,378 3,146,180 | 0 0 0 | 3,396,000 2,779,000 3,889,000 | 0 0 0 | 338,293 289,794 236,976 | 8,495,829 7,666,172 8,348,656 | | Charles T. Lauber Executive Vice President and Chief Financial Officer | 2025 2024 2023 | 673,800 651,000 626,000 | 0 0 0 | 942,617 893,651 825,486 | 0 0 0 | 1,073,000 833,000 1,263,000 | 0 0 0 | 137,924 132,955 115,753 | 2,827,341 2,510,606 2,830,239 | | James F. Stern Executive Vice President, Corporate Development, Strategy, and Secretary | 2025 2024 2023 | 668,600 646,000 621,000 | 0 0 0 | 698,611 663,149 597,882 | 0 0 0 | 855,000 658,000 979,000 | 523,471 174,388 613,108 | 119,179 101,861 100,126 | 2,864,861 2,243,398 2,911,116 | | Ming Cheng(8) Senior Vice President and Chief Technology Officer | 2025 2024 2023 | 230,307 | 100,000 | 1,762,511 | 0 | 136,000 | 0 | 255,773 | 2,484,591 0 0 | | Christopher T. Howe(9) Senior Vice President and Chief Digital Information Officer | 2025 2024 2023 | 109,754 | 0 | 1,587,287 | 0 | 65,000 | 0 | 11,499 | 1,773,540 |

  59. Summary Compensation Table

    | 1 | Includes amounts earned in 2025, even if deferred. |

  60. Summary Compensation Table

    | 2 | In 2025, Mr. Cheng received a signing bonus of $100,000 to account for bonus compensation he forfeited to join the company in July 2025. |

  61. Summary Compensation Table

    | 3 | The amounts included in the “Stock Awards” column are the aggregate grant date fair value of stock awards granted during a year calculated in accordance with FASB ASC Topic 718. The values reflect the grant date fair value of restricted stock units and the grant date fair value of performance stock at target performance, which, for 2025 respectively, for each named executive officer are as follows: Mr. Shafer, $2,060,009 ($1,560,002 for his annual grant and $500,007, for a special grant upon his promotion to chief executive officer) and $618,035 ($468,033 for his annual grant and $150,002 for a special grant upon his promotion to chief executive officer); Mr. Wheeler, $2,832,436 and $849,600; Mr. Lauber, $725,140 and $217,477; Mr. Stern, $537,469 and $161,142; Mr. Cheng, $1,725,119 ($125,092 for his annual grant and $1,600,027 for a special grant upon joining the company) and $37,392; and Mr. Howe, $1,567,019 ($66,848 for his annual grant and $1,500,171 for a special grant upon joining the company) and $20,268. With respect to the 2025 performance stock grant, the maximum performance level values at the grant date fair value are: Mr. Shafer, $927,053; Mr. Wheeler, $1,274,400; Mr. Lauber, $326,216; Mr. Stern, $241,713; Mr. Cheng, $56,088 and Mr. Howe, $30,402. For a discussion of valuation assumptions, see Note 12 to our 2025 Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. See the Grants of Plan-Based Awards Table for more information on stock awards granted in 2025. |

  62. Summary Compensation Table

    | 4 | The amounts shown for 2025 reflect the annual incentive bonus for 2025 and performance cash for the period 2023 to 2025, which, respectively, for each named executive officer are as follows: Mr. Shafer, $1,068,000 and $0; Mr. Wheeler, $1,327,000 and $2,069,000; Mr. Lauber, $530,000 and $543,000; Mr. Stern, $461,000 and $394,000; Mr. Cheng, $136,000 and $0; and Mr. Howe, $65,000 and $0. Mr. Shafer joined the company in 2024 and was not eligible for a 2023 performance cash award. Messrs. Cheng and Howe joined the company in 2025 and were not eligible for a 2023 performance cash award. |

  63. Summary Compensation Table

    | 5 | The 2025 amounts reflect the net change in the actuarial present value of the pension benefit for Mr. Stern who participates in the Executive Supplemental Pension Plan. Messrs. Shafer, Wheeler, Lauber, Cheng and Howe do not participate in a pension plan. |

  64. Summary Compensation Table

    | 6 | Additional information regarding other compensation as provided in the “Components of 2025 All Other Compensation” Table below. |

  65. Summary Compensation Table

    | 7 | Mr. Shafer joined the company on March 18, 2024. |

  66. Summary Compensation Table

    | 8 | Mr. Cheng joined the company on July 7, 2025. |

  67. Summary Compensation Table

    | 9 | Mr. Howe joined the company on October 8, 2025. |

  68. Components of 2025 All Other Compensation

    | 1 | Amounts shown are company 401(k) plan matching contribution and contribution to the A. O. Smith Non-qualified Deferred Compensation Plan. For 2025, Messrs. Shafer, Wheeler, Lauber and Stern received a $12,250 company 401(k) plan matching contribution; Mr. Cheng received a $2,375 matching contribution; and Mr. Howe received a $3,464 matching contribution. Messrs. Shafer, Wheeler, Lauber and Stern received a $10,500 company 401(k) plan nonmatching contribution and the following Non-qualified Deferred Compensation Plan contributions: Mr. Shafer, $54,754; Mr. Wheeler, $76,398; Mr. Lauber, $27,327; Mr. Stern, $11,151; AND Mr. Cheng received a $6,909 company 401(k) plan nonmatching contribution and did not receive a Non-qualified Deferred Compensation Plan contribution, as his earnings did not exceed the Internal Revenue Code pay limit. Mr. Howe, who joined the company on October 8, did not have enough service hours in 2025 to receive a 401(k) nonmatching contribution or Non-qualified Deferred Compensation Plan contribution. |

  69. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below reflects the plan-based awards made under the Combined Incentive Compensation Plan to each of the named executive officers during 2025.

  70. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Stephen M. Shafer | 2/10/2025(4) | 0 | $1,086,469 | $2,172,938 | | | | | | | | 2/10/2025(5) | 0 | 1,092,000 | 2,184,000 | | | | | | | | 7/1/2025(5) | | 350,000 | 700,000 | | | | | | | | 2/10/2025 | | | | 0 | 7,145 | 10,718 | | $468,033 | | | 7/1/2025 | | | | 0 | 2,235 | 3,353 | | 150,002 | | | 2/10/2025 | | | | | | | 23,815 | 1,560,002 | | | 7/1/2025 | | | | | | | 7,450 | 500,007 | | Kevin J. Wheeler | 2/10/2025(4) | 0 | 1,983,000 | 2,698,750 | | | | | | | | 2/10/2025(5) | 0 | 507,500 | 3,966,000 | | | | | | | | 2/10/2025 | | | | 0 | 12,970 | 19,455 | | 849,600 | | | 2/10/2025 | | | | | | | 43,240 | 2,832,436 | | Charles T. Lauber | 2/10/2025(4) | 0 | 539,040 | 1,078,080 | | | | | | | | 2/10/2025(5) | 0 | 507,500 | 1,015,000 | | | | | | | | 2/10/2025 | | | | 0 | 3,320 | 4,980 | | 217,477 | | | 2/10/2025 | | | | | | | 11,070 | 725,140 | | James F. Stern | 2/10/2025(4) | 0 | 468,020 | 936,040 | | | | | | | | 2/10/2025(5) | 0 | 376,500 | 753,000 | | | | | | | | 2/10/2025 | | | | 0 | 2,460 | 3,690 | | 161,142 | | | 2/10/2025 | | | | | | | 8,205 | 537,469 | | Ming Cheng | 7/7/2025(4) | 0 | 138,184 | 131,704 | | | | | | | | 7/7/2025(5) | 0 | 87,500 | 456,000 | | | | | | | | 7/7/2025 | | | | 0 | 550 | 825 | | 37,392 | | | 7/7/2025 | | | | | | | 25,375 | 1,725,119 | | Christopher T. Howe | 10/8/2025(4) | 0 | 65,852 | 131,704 | | | | | | | | 10/8/2025(5) | 0 | 47,000 | 94,000 | | | | | | | | 10/8/2025 | | | | 0 | 285 | 428 | | 20,268 | | | 10/8/2025 | | | | | | | 22,035 | 1,567,019 |

  71. Grants of Plan-Based Awards

    | 1 | Amounts reflect the threshold, target and maximum number of shares of performance stock that each named executive officer can earn under the Combined Incentive Compensation Plan for the period 2025-27. The grant date fair value of these awards was $65.505 for the February 10, 2025, grant per share of performance stock, based upon the average of the highest and lowest price on the date of grant. Mr. Shafer received an additional award upon his promotion to chief executive officer on July 1, 2025, and the fair market value for his grants on that date was $67.115, based upon the average of the highest and lowest price on the date of the grant. Mr. Cheng joined the company on July 7, 2025, and the fair market value for his grants on that date was $67.985. Mr. Howe joined the company on October 8, 2025, and the fair market value for his grants on that date was $71.115. No dividends are paid on unvested performance stock. The actual number of stock units vesting is dependent upon company performance on a waste reduction goal over the three-year vesting period as more fully explained under “Compensation Discussion and Analysis – Long-Term Incentive Compensation.” |

  72. Grants of Plan-Based Awards

    | 2 | Shows the number of restricted stock units granted to each named executive officer in 2025 under the Combined Incentive Compensation Plan. Restricted stock units vest three years from the grant date, except in the event of dismissal or voluntary resignation prior to vesting, if not retirement eligible. The grant date fair value of these awards was $65.505 for the February 10, 2025, grant per restricted stock unit, based upon the average of the highest and lowest price on the date of grant. Mr. Shafer was issued an additional grant upon his promotion to chief executive officer on July 1, 2025, and the fair market value for his grants on that date was $67.115, based upon the average of the highest and lowest price on the date of the grant. Mr. Cheng joined the company on July 7, 2025. Mr. Cheng’s restricted stock units grant includes 1,840 units representing his regular annual grant and an additional 23,535 units to account for equity awards he forfeited to join A. O. Smith. Mr. Howe joined the company on October 8, 2025. Mr. Howe’s restricted stock units grant includes 940 units representing his regular annual grant and an additional 21,095 units to account for equity awards he forfeited to join A. O. Smith. Dividends on restricted stock units are credited to the named executive officer’s account in the A. O. Smith Non-qualified Deferred Compensation Plan. |

  73. Grants of Plan-Based Awards

    | 3 | The value of the restricted stock units and performance stock are the aggregate grant date fair value of restricted stock units and performance stock granted during a year calculated in accordance with FASB ASC Topic 718. |

  74. Grants of Plan-Based Awards

    | 4 | Amounts reflect the target and maximum awards that each named executive officer could have earned under the Combined Incentive Compensation Plan for annual incentive bonus for 2025. Messrs. Cheng and Howe joined the company on July 7, 2025 and October 8, 2025, respectively; their bonus values are prorated based on the portion of the year that they worked at A. O. Smith. |

  75. Grants of Plan-Based Awards

    | 5 | Amounts reflect the target and maximum awards that each named executive officer can earn under the Combined Incentive Compensation Plan as performance cash units for the period 2025-2027. Performance cash units have a value of $100 per unit at time of grant. The actual value of performance cash units is dependent upon ROIC performance over the three-year vesting period, as more fully explained under “Compensation Discussion and Analysis – Long-Term Incentive Compensation.” |

  76. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The table below reflects all outstanding equity awards made under the Combined Incentive Compensation Plan to each of the named executive officers.

  77. Outstanding Equity Awards at December 31, 2025

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Stephen M. Shafer | 0 0 0 | 0 0 0 | | | | 40,425 23,815 7,450 | $2,703,624 1,592,747 498,256 | 5,200 7,145 2,235 | $347,776 477,858 149,477 | | Kevin J. Wheeler | 14,675 24,435 16,755 79,240 161,985 98,920 86,260 | 0 0 0 0 0 0 0 | | $50.160 61.760 57.465 49.420 42.390 60.820 74.265 | 02/13/27 02/12/28 09/01/28 02/11/29 02/10/30 02/08/31 02/07/32 | 36,045 33,015 43,240 | 2,410,690 2,208,043 2,891,891 | 10,815 9,905 12,970 | 723,307 662,446 867,434 | | Charles T. Lauber | 7,590 7,775 12,190 8,985 36,850 25,910 22,505 | 0 0 0 0 0 0 0 | | 50.160 61.760 49.420 52.680 42.390 60.820 74.265 | 2/13/2027 2/12/2028 2/11/2029 5/1/2029 2/10/2030 2/8/2031 2/7/2032 | 9,460 8,485 11,070 | 632,685 567,477 740,362 | 2,835 2,545 3,320 | 189,605 170,210 222,042 | | James F. Stern | 15,180 15,550 22,400 30,775 17,900 16,410 | 0 0 0 0 0 0 | | 50.160 61.760 49.420 42.390 60.820 74.265 | 02/13/27 02/12/28 02/11/29 02/10/30 02/08/31 02/07/32 | 6,850 6,295 8,205 | 458,128 421,010 548,750 | 2,055 1,890 2,460 | 137,438 126,403 164,525 | | Ming Cheng | 0 | 0 | | | | 25,375 | 1,697,080 | 550 | 36,784 | | Christopher T. Howe | 0 | 0 | | | | 22,035 | 1,473,701 | 285 | 19,061 |

  78. Outstanding Equity Awards at December 31, 2025

    | 1 | All previously granted options are exercisable. No stock options were granted in 2025. |

  79. Outstanding Equity Awards at December 31, 2025

    | 2 | Mr. Shafer will vest in 40,425 restricted stock units on March 18, 2027; 23,815 restricted stock units on February 10, 2028; and 7,450 restricted stock units on July 1, 2028. Mr. Wheeler will vest in 36,045 restricted stock units on February 13, 2026; 33,015 restricted stock units on February 12, 2027; and 43,240 restricted stock units on February 10, 2028. Mr. Lauber will vest in 9,460 restricted stock units on February 13, 2026; 8,485 restricted stock units on February 12, 2027 and 11,070 restricted stock units on February 10. 2028. Mr. Stern will vest in 6,850 restricted stock units on February 13, 2026; 6,295 restricted stock units on February 12, 2027; and 8,205 restricted stock units on February 10, 2028. Mr. Cheng will vest in 23,375 restricted stock units on July 7, 2028. Mr. Howe will vest in 22,035 restricted stock units on October 8, 2028. |

  80. Outstanding Equity Awards at December 31, 2025

    | 3 | Market value determined by the NYSE closing market price of $66.88 on December 31, 2025, the last trading day of the fiscal year. |

  81. Outstanding Equity Awards at December 31, 2025

    | 4 | The number of shares of performance stock shown in this column reflects the maximum performance level for the 2023-2025, 2024-2026 and 2025-2027 awards. At target, the number of units vesting on December 31, 2025 are: Mr. Wheeler, 10,815; Mr. Lauber, 2,835; and Mr. Stern 2,055. The number of units that would vest at target on December 31, 2026 are: Mr. Shafer, 5,200; Mr. Wheeler, 9,905; Mr. Lauber, 2,545; and Mr. Stern, 1,890. The number of units that would vest at target on December 31, 2027 are Mr. Shafer, 9,380; Mr. Wheeler, 12,970; Mr. Lauber, 3,320; Mr. Stern, 2,460; Mr. Cheng, 550; and Mr. Howe, 285. |

  82. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information related to options exercised and stock vested for each of the named executive officers during fiscal year 2025.

  83. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Stephen M. Shafer | 0 | $0 | 0 | $0 | | Kevin J. Wheeler | 22,200 | 878,794 | 20,440 | 1,341,886 | | Charles T. Lauber | 2,933 | 114,739 | 5,330 | 349,915 | | James F. Stern | 0 | 0 | 3,890 | 255,379 | | Ming Cheng | 0 | 0 | 0 | 0 | | Christopher T. Howe | 0 | 0 | 0 | 0 |

  84. Option Exercises and Stock Vested

    | 1 | Based on NYSE closing price of the Common Stock on the vesting date. |

  85. Pension Benefits

    Pension Benefits

  86. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | James F. Stern | Executive Supplemental Pension Plan | 18.59 | $3,781,956 | $0 |

  87. Pension Benefits

    Executive retirement benefits are provided in one of two ways, depending on when the executive became eligible. Executives hired or promoted to a qualifying position after July 2010 participate in the defined contribution component under the A. O. Smith Non-qualified Deferred Compensation Plan that provides an annual contribution of 3% of pay (base salary plus annual bonus) based on compensation above the Internal Revenue Code limit that applies to qualified retirement plans. Messrs. Shafer, Wheeler, Lauber, Cheng and Howe participate in this defined contribution restoration component. Executives hired or promoted into a qualifying executive position prior to July 2010, are covered by the A. O. Smith Corporation Executive Supplemental Pension Plan, a non-qualified supplemental executive retirement plan. This plan was intended to supplement a defined benefit plan that was closed to new entrants in 2010, stopped accruing benefits in 2014, and terminated in 2021. Mr. Stern is the only remaining active participant in the Executive Supplemental Pension Plan. The Executive Supplemental Pension Plan provides a benefit equivalent to 1.65% of the executive’s five-year final average pay times years of credited service up to a 40-year maximum, less the qualified plan benefit as calculated under the closed, and now terminated, A. O. Smith Retirement Plan, and also reduced by the amount of the monthly benefit that would have accrued under the A. O. Smith Retirement Plan had benefits not stopped accruing on December 31, 2014. The termination of the A. O. Smith Retirement Plan does not affect the amount, or timing of payment, of benefits under the A. O. Smith Corporation Executive Supplemental Pension Plan. To be eligible for benefits under the Executive Supplemental Pension Plan, the executive must remain employed until at least age 57 and must have 10 years of service. Mr. Stern is currently eligible for benefits once he retires; he is currently eligible for retirement. If the executive retires before age 65, then the benefit payable is reduced by 6.67% per year between the age at retirement and age 64 (also called the unreduced retirement age). The retirement benefit under the Executive Supplemental Pension Plan is paid as a single lump sum to the executive upon retirement. The lump-sum amount is calculated by determining the amount necessary (on an after-tax basis to the executive) to purchase a commercial annuity that will provide a monthly amount equivalent to the after-tax amount the executive would receive if the monthly pension would be paid directly by us. If an executive retires early, the single lump-sum amount to be paid from the Executive Supplemental Pension Plan is calculated based upon the unreduced benefit commencing at the unreduced retirement age discounted for interest between the unreduced retirement age and the executive’s age at early retirement using the after-tax yield on the Bloomberg Barclays Capital U.S. Corporate Index. To calculate the “Present Value of Accumulated Benefit” for the benefit under the Executive Supplemental Pension Plan, assumptions are made regarding the executive’s tax rate at retirement and post-retirement tax rate and an annuity purchase interest rate (currently 5.1%). As an offset to a portion of the lump-sum payment obligation to the executive, we may transfer life insurance policies to the executive valued at the cash surrender value of the life insurance policies. The “Present Value of Accumulated Benefit” set forth in the table above is based on assumptions and valuation dates that are the same as those used for the valuation of pension liabilities in the company’s most recent annual report. Retirement age under the Executive Supplemental Pension Plan is assumed to be the earliest age that an executive can retire with an unreduced benefit, which is age 64 for Mr. Stern. Post-retirement mortality rates are based on the Pri-2012 Retiree Mortality Table (white collar variant), including generational improvements using scale MP2021. The assumption is made that there is no probability of preretirement death or termination by any other cause. We do not have a policy to grant extra years of service. No current executive officer has additional service granted under a retirement plan.

  88. Non-qualified Deferred Compensation

    Non-qualified Deferred Compensation

  89. Non-qualified Deferred Compensation

    | Name | Executive Contributions in 2025 ($) | Registrant Contributions in 2025 ($)(1) | Aggregate Earnings in 2025 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2025 ($) | | Stephen M. Shafer | $0 | $156,694 | $1,615 | $0 | $176,372 | | Kevin J. Wheeler | 0 | 265,702 | 434,692 | 0 | 4,437,281 | | Charles T. Lauber | 134,760 | 76,293 | 91,583 | 0 | 1,018,205 | | James F. Stern | 0 | 47,149 | 842,538 | 0 | 6,304,247 | | Ming Cheng | 0 | 8,035 | 1 | 0 | 8,036 | | Christopher T. Howe | 0 | 18,148 | 2 | 0 | 18,149 |

  90. Non-qualified Deferred Compensation

    | 1 | All registrant contributions under the A. O. Smith Non-qualified Deferred Compensation Plan in 2025 are also reported in the “Summary Compensation Table.” |

  91. Non-qualified Deferred Compensation

    Each executive has an account in the A. O. Smith Non-qualified Deferred Compensation Plan, which each year is credited with supplemental company contributions and notional dividend equivalents on restricted stock and restricted stock units. The executive’s account is a bookkeeping entry only. Amounts credited to the executive’s account are credited with gains and losses each month based on the executive’s crediting election. The crediting election is used to designate the investment fund(s) as the basis for calculating the rate of return equivalent for the executive’s account. The investment funds available under the Non-qualified Deferred Compensation Plan are similar to those available under our 401(k) plan. There are no above-market or preferential earnings under the Deferred Compensation Plan in 2025. The Non-qualified Deferred Compensation Plan also allows executives to defer payment of all or a part of their base salary, annual incentive bonus or restricted stock units to a future date. Deferred amounts are credited to the executive’s account in the Non-qualified Deferred Compensation Plan, and gains and losses on the deferred amounts are credited in the same manner as described above for supplemental company contributions and notional dividend equivalents, except that deferrals of restricted stock units are deemed invested in shares of our Common Stock for purposes of determining gains and losses, and dividend equivalents on such restricted stock units are credited in the form of additional restricted stock units. Executives are eligible to receive payment of amounts in their accounts under the Non-qualified Deferred Compensation Plan beginning upon termination of employment (six months after termination in the case of the amounts credited to accounts on or after January 1, 2005). They may also elect in-service distributions scheduled for a specific date or series of dates.

  92. Pay versus Performance Disclosure Table

    Pay versus Performance Disclosure Table

  93. Pay versus Performance Disclosure Table

    | | Summary Compensation Table Total for CEO ($) 1 | | Compensation Actually Paid to CEO ($) 2 | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | CEO | Prior CEO | CEO | Prior CEO | Average Summary Compensation Table Total for Non-CEO NEOs 3 | Average Compensation Actually Paid to Non-CEO NEOs ($) 4 | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) 5 | Net Income (millions) ($) | Earnings before Interest and Taxes (millions)($) 6 | | 2025 | $4,960,450 | $8,495,829 | $4,935,917 | $8,329,274 | $2,487,583 | $2,355,013 | $133 | $190 | $546 | $725 | | 2024 | | 7,666,172 | | 6,403,781 | 2,721,631 | 2,337,627 | 157 | 176 | 534 | 708 | | 2023 | | 8,348,656 | | 12,789,490 | 2,541,754 | 3,125,876 | 186 | 150 | 557 | 746 | | 2022 | | 6,640,047 | | 180,882 | 1,691,156 | 577,901 | 127 | 127 | 236 | 233 | | 2021 | | 6,897,982 | | 14,651,874 | 2,094,815 | 3,447,584 | 187 | 135 | 487 | 630 |

  94. Pay versus Performance Disclosure Table

    | 1 | The dollar amounts reported in this column are the amounts of total compensation reported for our current chief executive officer, Mr. Shafer, who was promoted to president and chief executive officer on July 1, 2025 (the “CEO”), and Mr. Wheeler, our prior chief executive officer (the “Prior CEO”) for each corresponding year in the “Total” column of the Summary Compensation Table. The dollar amount for 2023 reflects the correction described in footnote 3 to the Summary Compensation Table. |

  95. Pay versus Performance Disclosure Table

    | 2 | The dollar amounts reported in this column represent the amount of “Compensation Actually Paid” to the CEO and Prior CEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Messrs. Shafer and Wheeler during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Messrs. Shafer’s and Wheeler’s total compensation for 2025 to determine the compensation actually paid: |

  96. Pay versus Performance Disclosure Table

    | Adjustments to Determine Compensation Actually Paid for CEO—2025 | CEO | Prior CEO | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” Column of the SCT | — | — | | Increase for “Service Cost” for Pension Plans | — | — | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | (2,678,044) | (3,682,036) | | Deduction for Amounts Reported under the “Option Awards” Column in the SCT | — | — | | Increase for Fair Value of Awards Granted during Year that Remain Unvested as of Year End | 2,717,962 | 3,758,806 | | Increase/Deduction for Change in Fair Value from prior Year End to current Year End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year End | (64,451) | (127,790) | | Increase/Deduction for Change in Fair Value from Prior Year End to Vesting Date of Awards Granted Prior to Year that Vested during Year | — | (115,535) | | Total Adjustments | $(24,533) | $(166,555) |

  97. Pay versus Performance Disclosure Table

    | 3 | The dollar amounts reported in this column represent the average of the amounts reported for the company’s named executive officers as a group (excluding the current CEO in 2025 and Prior CEO in 2021-2025) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the named executive officers (excluding Messrs. Shafer (in 2025) and Wheeler (in 2021-2025)) |

  98. Pay versus Performance Disclosure Table

    | included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Messrs. Lauber, Stern, Cheng and Howe; (ii) for 2024, Messrs. Lauber, Shafer, Stern, O’Brien and Petrarca; (iii) for 2023, Messrs. Lauber, Stern, Petrarca and Warren; (iv) for 2022, Messrs. Lauber, Stern, Petrarca and Warren; and (v) for 2021, Messrs. Lauber, Stern, Petrarca and Warren. In addition, the dollar amounts for 2023 reflect the correction described in footnote 3 to the Summary Compensation Table. |

  99. Pay versus Performance Disclosure Table

    | 4 | The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding Messrs. Shafer (for 2025) and Wheeler (for 2021-2025)), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Messrs. Shafer (in 2025) and Wheeler (in 2021-2025)) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Messrs. Shafer and Wheeler) for 2025 to determine the compensation actually paid, using the same methodology described above in Note 2: |

  100. Pay versus Performance Disclosure Table

    | Adjustments to Determine Compensation Actually Paid for Non-CEO NEOs | 2025 | | Deduction for Average Change in the Actuarial Present Values reported under the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” Column of the SCT | (130,868) | | Increase for Average “Service Cost” for Pension Plans | 47,952 | | Deduction for Average Amounts Reported under the “Stock Awards” Column of the SCT | (1,247,757) | | Deduction for Average Amounts Reported under the “Option Awards” Column of the SCT | — | | Increase for Average Fair Value of Awards Granted during Year that Remain Unvested as of Year End | 1,225,510 | | Increase/Deduction for Average Change in Fair Value from prior Year End to current Year End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year End | (14,378) | | Increase/Deduction for Average Change in Fair Value from Prior Year End to Vesting Date of Awards Granted Prior to Year that Vested during Year | (13,029) | | Total Adjustments | $(132,570) |

  101. Pay versus Performance Disclosure Table

    | 5 | The peer group used for this purpose is the S&P Select Industrials Index. |

  102. Pay versus Performance Disclosure Table

    | 6 | We have determined that EBIT is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to our named executive officers, for the most recently completed fiscal year, to company performance. EBIT is calculated by subtracting our cost of goods sold and operating expenses from revenue before interest and taxes. The EBIT amount for 2023 has been corrected from a miscalculated amount reflected in the corresponding disclosure in the Definitive Proxy Statement on Schedule 14A filed on February 29, 2024. |

  103. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE Our philosophy is to pay our employees competitively with similar positions in the applicable labor market. We follow this approach worldwide, whether it be an executive level position or hourly job at a foreign plant. As such, we typically benchmark by position to the applicable labor market every year, and adjust compensation to match the applicable market. By doing so, we believe we maintain a high-quality, more stable workforce. The compensation we paid to the median employee identified below was benchmarked in accordance with this process to verify competitive compensation. As a result of rules the SEC adopted under the Dodd-Frank Act, we are providing the following disclosure about the ratio of the annual total compensation of our chief executive officer to the median annual total compensation of our employees. For the year ended December 31, 2025:

  104. PAY RATIO DISCLOSURE

    | • | the median of the annual total compensation of all employees of our company was reasonably estimated to be $44,976; |

  105. PAY RATIO DISCLOSURE

    | • | the annual total compensation of our chief executive officer was $5,157,676; and |

  106. PAY RATIO DISCLOSURE

    | • | based on this information, the ratio of the annual total compensation is estimated to be 115:1. |

  107. PAY RATIO DISCLOSURE

    For this disclosure, Mr. Shafer’s compensation was annualized as shown below:

  108. PAY RATIO DISCLOSURE

    | Pay element from 2025 Summary Compensation Table | Actual value from Summary Compensation Table | Values for CEO Pay Ratio Calculation | Rationale | | Salary | $965,750 | $1,000,000 | Value for the CEO Pay Ratio reflects Mr. Shafer’s annualized base salary as of July when he was appointed president and chief executive officer | | Stock Awards | 2,678,044 | 2,678,044 | Values represent restricted stock units and performance stock units, including the additional grant Mr. Shafer received in connection with his promotion. | | Option Awards | Not applicable | Not applicable | | | Non-equity Incentive Plan Compensation | 1,068,000 | 1,228,750 | Value for the CEO Pay Ratio reflects Mr. Shafer’s annual incentive bonus calculated using his annualized base salary and bonus target as of July when he was appointed president and chief executive officer, and the performance multiplier: $1,000,000 base salary x 125% bonus target x 98.3% performance multiplier | | Change in Pension Value and Non-Qualified Deferred Compensation Earnings | 0 | 0 | Mr. Shafer does not have a pension benefit | | All Other Compensation | 248,656 | 250,882 | Value for CEO Pay Ratio reflects contribution to deferred compensation for 401k matching and non-matching contributions for annualized CEO salary above the IRS earnings limit. | | Total | 4,960,450 | 5,157,676 | |

  109. PAY RATIO DISCLOSURE

    We identified our median employee using a multi-step process that is permitted under the SEC rules. We first examined the annual cash compensation paid during 2025 to each individual who was employed by us or our subsidiaries on December 8, 2025, which we gathered from payroll data. Then, we excluded approximately 556 Pay Ratio Disclosure employees in India as allowed under the de minimis exception to the SEC rules. The total number of U.S. employees and non-U.S. employees were 4,899 and 6,562, respectively, before taking into account such exclusions and for purposes of calculating such exclusions. We annualized the total cash compensation paid to those employees who commenced work with us during 2025 and, therefore, did not work for us the entire calendar year. Using this annual cash compensation data, we identified 10 employees whose total cash compensation was closest to the median annual cash compensation, as we believed that our median employee was likely within such group since cash compensation reasonably reflects the total compensation for most of our employee population. We then examined the total compensation of each of the employees within such group, calculated the same way as we calculate total compensation for our named executive officers in the “Summary Compensation Table,” to select our median employee whose total compensation is disclosed above. The median employee is a Machine Operator II at our McBee, South Carolina, plant who in 2025 earned $44,976, which is competitive pay for this position.