DEF 14A of Allegion plc, Apr 19, 2024

DEF 14A of Allegion plc

Filed Apr 19, 2024 · FY20230001579241-24-000020

Open on EDGAR

  1. Pay for Performance

    Pay for Performance Our executive compensation program is market competitive for target total direct compensation, aligned with our peer group median and designed to result in greater variance in actual total compensation based on the Company’s performance. A significant percentage of our executives’ total direct compensation is in the form of performance-based compensation over short- and long-term time horizons, such as annual cash incentives, Performance Stock Units (“PSUs”) and other equity vehicles that vest over three years. The following is a summary of our corporate financial performance in fiscal year 2023 related to the performance metrics for our executive annual and long-term incentive plans: Annual Incentive Plan (“AIP”) Metrics: ▪Adjusted revenue of $3,651 million, achieved 100% of target; ▪Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (“EBITDA”) of $858 million, achieved 103% of target; ▪Adjusted available cash flow of $516 million, achieved 105% of target; Long Term Incentive Plan Metrics for PSUs: ▪Adjusted earnings per share (“EPS”) of $6.94, achieved 140% of the 2021-2023 performance period; and ▪Total Shareholder Return (“TSR”) of 3.6% for the 2021-2023 performance period, which fell into the 21st percentile of the S&P 400 Capital Goods Index and was below the threshold. Based on this performance, for named executive officers (“NEOs”) in corporate functions, we achieved a payout of 141.66% of target under the AIP (subject to region- and individual-specific performance) and a PSU vesting percentage of 70% for the 2021-2023 performance period. These payouts were based on pre-established goals under each plan. Adjusted revenue, Adjusted EBITDA, Adjusted available cash flow and Adjusted EPS are financial measures not calculated in accordance with United States generally accepted accounting principles (“GAAP”). For details and definitions regarding the financial measures and the Compensation and Human Capital Committee actions with respect to our AIP and LTI plan design and payouts, please see “2023 Annual and Long-Term Incentive Plan Designs and Payouts” in the Compensation Discussion and Analysis (“CD&A”) section of this Proxy Statement.

  2. Pay for Performance

    | ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS |

  3. Pay for Performance

    At the AGM, our shareholders will vote, on an advisory basis, on the compensation of our NEOs as disclosed in this Proxy Statement. While the vote is advisory in nature, our Compensation and Human Capital Committee intends to carefully consider the shareholder voting results for this proposal as it evaluates the Company’s compensation plans and compensation philosophy in future years. Before considering this proposal, please read the CD&A and the Executive Compensation sections of this Proxy Statement for a thorough discussion of our executive compensation program and our executive compensation philosophy.

  4. Pay for Performance

    | 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS |

  5. Pay for Performance

    | Deadline for receipt of written notice of shareholder proposals to be considered for inclusion in the proxy statement for the 2025 AGM: | December 20, 2024 | | Deadline for receipt of written notice of proposals and nominations for director to be properly brought before the 2025 AGM (but not included in the proxy statement): | March 8, 2025 |

  6. Pay for Performance

    | 1 | Annual Election of Directors |

  7. Pay for Performance

    The Board, upon recommendation of the Corporate Governance and Nominating Committee, has nominated the following eight individuals to the Board for a one-year term. If elected, each director nominee will hold office until the 2025 AGM and until their successor is elected and qualified.

  8. Pay for Performance

    | •Kirk S. Hachigian (Non-Executive Chair) •Susan L. Main •Steven C. Mizell •Nicole Parent Haughey | •Lauren B. Peters •Ellen Rubin •John H. Stone (President and CEO) •Dev Vardhan |

  9. Pay for Performance

    The Board unanimously recommends a vote FOR each nominee. Each director nominee was elected by the shareholders at the 2023 AGM, except for Ms. Main. Ms. Main was identified by the Corporate Governance and Nominating Committee in September 2023, which subsequently determined she was qualified under the Company’s criteria. All nominees are independent under the NYSE corporate governance rules, except for John H. Stone (our President and CEO). Messrs. Dean Schaffer and Martin Welch III both will retire at the end of their current term in accordance with the Company’s director retirement policy. The Corporate Governance and Nominating Committee and the Board of Directors have determined it is in the best interests of the Company and its shareholders to grant Mr. Kirk Hachigian, our independent non-executive Chair, a one-year extension. They felt it was important to have his continued support and guidance to facilitate board succession planning and given his extensive public company board and public company CEO experience, including for another Irish public limited company, and institutional knowledge, especially with the retirement of two other long-tenured directors. The size of the Board is currently set at ten directors but the Board has determined to reduce it to eight directors effective as of the date of the 2024 AGM in connection with Messrs. Schaffer and Welch’s retirement. Each director nominee has agreed to stand for election and has agreed to serve if elected. We currently have no reason to believe that any of the nominees would be unable or unwilling to serve if elected. However, if before the AGM, any director nominee becomes unable to serve, or chooses not to serve, the Board may nominate another individual as a substitute. If that happens, the persons named as proxies in the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the vacancy. If a director is not re-elected in a director election, the director shall retire at the end of the AGM.

  10. Pay for Performance

    | Vote required: | Affirmative vote of a majority of the votes cast. Abstentions and broker non-votes will have no effect on the outcome of the vote as abstentions and broker non-votes are not counted as a vote cast. |

  11. Pay for Performance

    | BOARD EXPERTISE AND SKILLS |

  12. Pay for Performance

    The Board and the Corporate Governance and Nominating Committee believe that all director nominees should exhibit certain general qualifications such as having the highest professional and personal ethics consistent with Allegion’s Code of Conduct, demonstrating innovative thinking, a commitment to building shareholder value, and sufficient time to effectively carry out the duties as Director. In addition, the Board should possess a varied and balanced mix of skills, business and leadership experience, broad experience and viewpoints that are aligned with the Company’s seamless access strategy as well as current and expected future business needs. The table below summarizes how these qualifications and experiences are linked to our Company’s core business needs and priorities. If any individual director is not listed as having a particular attribute, it does not signify a director’s lack of ability to contribute in that area.

  13. Pay for Performance

    | Knowledge and Skills | Global Business / International | The Company has more than 12,000 global employees in nearly 30 countries and sells its leading solutions in approximately 120 countries. Growing sales and operating in international markets supports the Company’s strategy. | | | Innovation / Technology | Directors with expertise in disruptive technologies and combining software solutions with leading-edge physical products are critical to the Company’s seamless access strategy. | | | Industrial / Manufacturing | The Company is a leading global provider of security products and solutions. Directors with industrial and manufacturing experiences enable a better understanding of the Company’s businesses and production capabilities. | | | Capital Allocation | Success of the Company’s seamless access strategy is tied to its effective deployment of capital. Directors with broad P&L and operational experiences support this. | | | Strategy / M&A | Experience in business development and M&A provides the Board insight into developing and implementing strategies for growing our Company. | | | Human Capital Management | Experience in senior executive development, succession planning and compensation matters helps the Board effectively oversee the Company’s efforts to recruit, retain and develop key talent. | | Experience | Business Leadership / Operations | Experience serving as CEO or a senior executive as well as hands-on leadership experience in core management areas of operations are important qualifications for our directors. | | | Financial Services / Financial Expertise | The Company believes having a deep understanding of finance, financial services and financial reporting is important to help guide the Company in building long-term shareholder value. | | | Boards of Other Public Companies | Service on the boards and committees of other public companies is valuable for director nominees and directors, as these experiences can help them identify trends and best practices around corporate governance, enterprise risk, board-management engagement and innovative thinking. |

  14. Pay for Performance

    | | Kirk Hachigian | Susan Main | Steven Mizell | Nicole Parent Haughey | Lauren Peters | Ellen Rubin | John Stone | Dev Vardhan | | Knowledge and Skills | | | | | | | | | | Global Business / International | • | • | • | | • | | • | • | | Innovation / Technology | • | • | • | • | • | • | • | • | | Industrial / Manufacturing | • | • | • | • | | | • | | | Capital Allocation | • | • | | • | • | • | • | | | Strategy / M&A | • | • | • | • | • | • | • | • | | Human Capital Management | • | • | • | • | • | • | • | | | Experience | | | | | | | | | | Senior Leadership Position (most senior position held) | Chair / CEO / President | CFO | CHRO | Managing Partner /COO | CFO | Founder / CEO | CEO / President | Sr. Partner | | CEO / Business Head | • | | | • | | • | • | | | Business Leadership / Operations | • | • | • | • | • | • | • | • | | Financial Services / Financial Expertise | | ∗ | | • | ∗ | | | • | | Boards of Other Public Companies | • | • | • | • | • | • | • | | | Biographical Data | | | | | | | | | | Independent | • | • | • | • | • | • | | • | | Tenure** | 10.5 | 0.7 | 4.3 | 6.8 | 2.8 | 1.1 | 1.8 | 3.6 | | Age*** | 64 | 65 | 64 | 52 | 62 | 55 | 53 | 64 | | Gender | Male | Female | Male | Female | Female | Female | Male | Male | | Race / Ethnicity | White | White | Black / African American | White | White | White | White | Asian |

  15. Pay for Performance

    | ∗ | Designated as Securities and Exchange Commission (“SEC”) Audit Committee Financial Expert | | ∗ ∗ | Calculated through the 2024 AGM meeting date | | ∗ ∗ ∗ | Age calculated as of April 1, 2024 |

  16. Pay for Performance

    | 2024 DIRECTOR NOMINEES |

  17. Pay for Performance

    | KIRK S. HACHIGIAN Independent Chair, Allegion plc | 64 | | | | Background JELD-WEN Holding, Inc., a global manufacturer of doors and windows. Chair (2014-2019); Interim CEO (2018); President & CEO (2014-2015) Cooper Industries plc, a global manufacturer of electrical components for the industrial, utility and construction markets. Chair, President & CEO (2006-2012) | | Non-Executive Chair since: 2023 (Lead Director, 2013-2021, 2022) Corporate Governance and Nominating Committee chair: 2013-2021; 2022-present Director since: 2013 Other Current Public Company Directorships: L3 Harris Technologies (NYSE: LHX) NextEra Energy, Inc. (NYSE: NEE) Paccar Inc. (NASDAQ: PCAR) Prior Public Company Directorships: JELD-WEN Holding, Inc. (NYSE: JELD) Cooper Industries plc (formerly NYSE: CBD) American Standard (formerly NYSE: ASD) Knowledge, Skills & Experience: Global Business / International Innovation / Technology Industrial / Manufacturing Capital Allocation Strategy / M&A Human Capital Management Business Leadership / Operations Boards of other Public Companies | Key Expertise Supporting Nomination Mr. Hachigian’s experiences as former Chair and CEO of JELD-WEN Holding, Inc. and Cooper Industries plc bring substantial expertise to our operational, strategy and financial matters, including global manufacturing, engineering, marketing, human capital, M&A, labor relations, channel management and investor relations. His prior work and international experiences add value and benefit to our Board and management team, as we pursue future business opportunities globally. In addition, his leadership of another Irish public limited company provides valuable oversight experience to our Irish financial reporting and accounting requirements. He has a successful track record of creating value for shareholders, for instance by completing the $13 billion merger of Cooper Industries with Eaton Corporation in 2012. Mr. Hachigian’s executive leadership positions directly correspond to key elements of Allegion’s growth and operational strategies. |

  18. Pay for Performance

    | SUSAN L. MAIN Retired SVP and Chief Financial Officer, Teledyne Technologies | 65 | | | | Background Teledyne Technologies, Inc. (NYSE: TDY), a global provider of enabling technologies for industrial growth markets. Senior Vice President & CFO (2012-2023); Vice President & Controller (2004-2012) WaterPik Technologies, Inc., a provider of swimming pool electronics and equipment, residential and commercial water heating systems, and personal healthcare products. Vice President & Controller (1999-2004) | | Director since: 2023 Audit Committee Financial Expert Other Current Public Company Directorships: Ashland, Inc. (NYSE: ASH) Prior Public Company Directorships: Garrett Motion Inc. (NASDAQ: GTX) Knowledge, Skills & Experience: Global Business / International Innovation / Technology Industrial / Manufacturing Capital Allocation Strategy / M&A Human Capital Management Business Leadership / Operations Financial Services / Expertise Boards of other Public Companies | Key Expertise Supporting Nomination Ms. Main has extensive experience as a C-Level executive in an organization with operations in multiple continents and more than 10,000 global employees. She served as CFO and a senior leader for a diversified high-tech manufacturing corporation, and in senior leadership roles in aerospace, defense and health care products. She is an audit committee financial expert, with more than 10 years of experience as a public company CFO, who has also previously served as a controller for two public companies. In total, she has four decades of financial responsibility for multiple public companies. Her extensive experience also includes over two decades of M&A transactions, serving as financial lead in more than 50 acquisitions. She additionally oversaw IT / enterprise resource planning integration of acquired companies. Ms. Main’s experiences across business leadership, M&A and operations, financial expertise and capital allocation for global companies and diverse industries drives value for the Allegion Board. |

  19. Pay for Performance

    | STEVEN C. MIZELL Retired Executive Vice President and Chief Human Resources Officer, Merck & Co., Inc. | 64 | | | | Background Merck & Co., Inc. (NYSE: MRK), a global pharmaceutical company. Executive Vice President and Chief Human Resources Officer (2018-2024) The Monsanto Company (NYSE: MON), an agrochemical and agricultural biotechnology company. Executive Vice President and Chief Human Resources Officer (2007-2018) | | Compensation and Human Capital Committee Chair since: 2021 Director since: 2020 Other Current Public Company Directorships: Group 1 Automotive, Inc. (NYSE: GPI) Prior Public Company Directorships: Oshkosh Corporation (NYSE: OSK) Knowledge, Skills & Experience: Global Business / International Innovation / Technology Industrial / Manufacturing Strategy / M&A Human Capital Management Business Leadership / Operations Boards of other Public Companies | Key Expertise Supporting Nomination Mr. Mizell had responsibility for all aspects of human resources for more than 68,000 global employees at Merck & Co., Inc. prior to his retirement in April 2024. He also served as Monsanto’s Executive Vice President and Chief Human Resources Officer, overseeing the company’s approach to talent acquisition and development, employee wellness and diversity, equity and inclusion. He has additionally served in key human resource management roles at industrial and manufacturing companies across beverage, defense, energy, pharmaceutical and technology sectors. Mr. Mizell is an experienced board member, and his broad business experience and global human resources leadership brings great perspective and value to the Allegion Board. |

  20. Pay for Performance

    | NICOLE PARENT HAUGHEY Former Chief Operating Officer, Island Creek Oysters | 52 | | | | Background Island Creek Oysters, a private aquaculture company with a business portfolio spanning B2C and B2B operations as well as a cannery, shellfish farm and several restaurants. Chief Operating Officer (2020-2021) Mimeo.com, a technology company in printed and digital content management and distribution. Chief Operating Officer (2016-2018) United Technologies Company, a global manufacturing company. Vice President, Corporate Strategy and Business Development (2013-2015) Vertical Research Partners, LLC, an equity research and consulting firm. Managing Partner and Co-Founder (2009-2013) Credit Suisse, a global financial services company. Managing Director and Global Sector Head (2005 – 2009) | | Director since: 2017 Prior Public Company Directorships: Altra Industrial Motion Corp. (formerly NASDAQ: AIMC) Knowledge, Skills & Experience: Innovation / Technology Industrial / Manufacturing Capital Allocation Strategy / M&A Human Capital Management Business Leadership / Operations Financial Services / Expertise Boards of other Public Companies | Key Expertise Supporting Nomination Ms. Parent Haughey has wide-ranging operational experience, spanning VP, Corporate Strategy and Business Development, for a Fortune 50 manufacturing company; Chief Operating Officer for a growing, aquaculture business and a technology company; and founder of an equity research and consulting firm. She has robust experience in shaping M&A and driving strategy for a large global manufacturing company and a technology company. Her understanding of strategic planning, capital allocation and acquisitions benefits the Board as it oversees Allegion’s long-term growth strategy. She has significant knowledge regarding the investment community and financial markets, based on nearly two decades as as an equity research analyst in the industrial sector. Given the technological shift from printed documents to digital content, Ms. Parent Haughey’s experience within the content management and distribution space was predicated on finding innovative solutions without sacrificing security or end user experience. Ms. Parent Haughey’s experience as a former COO, VP, Corporate Strategy, and managing partner of an equity research firm in addition to her involvement on non-profit and University boards bring significant leadership expertise to the Allegion Board. |

  21. Pay for Performance

    | LAUREN B. PETERS Retired Executive Vice President and Chief Financial Officer, Foot Locker, Inc. | 62 | | | | Background Foot Locker, Inc. (NYSE: FL), a global sportswear and footwear retailer. Executive Vice President and Chief Financial Officer (2011-2021); Senior Vice President of Strategic Planning (2002-2011); Vice President – Planning (2000-2002) | | Audit and Finance Committee Chair since: 2022 Director since: 2021 Audit Committee Financial Expert Other Current Public Company Directorships: La-Z-Boy, Inc. (NYSE: LZB) Victoria's Secret & Co. (NYSE: VSCO) Knowledge, Skills & Experience: Global Business / International Innovation / Technology Capital Allocation Strategy / M&A Human Capital Management Business Leadership / Operations Financial Services / Expertise Boards of other Public Companies | Key Expertise Supporting Nomination Ms. Peters' experience as former CFO of Foot Locker, Inc., as well as board member of multiple public companies, brings a deep expertise in positioning global, publicly held companies for growth. In addition, she brings insight and best practices from her two other public company boards. She held a nearly 25-year career at Foot Locker, which included building a world-class finance organization and serving as an integral part of the executive leadership team with responsibility for financial planning and analysis, risk management and investor relations. She has a strong track record of expanding profits and implementing innovative solutions and technologies to enhance and streamline processes. She also helped Foot Locker navigate the retail industry transformation and positioning that company through digital technologies and e-commerce to be at the center of youth culture. During her career, she was one of only 64 women serving as CFOs at Fortune 500 companies. She is a Certified Public Accountant. With experience as a public company CFO for 10 years, she brings significant financial and accounting expertise to our Board. |

  22. Pay for Performance

    | ELLEN RUBIN Founder and CEO, Causely, Inc. | 55 | | | | Background Causely, Inc., an IT operations company. Founder and CEO of Causely, Inc. (2022-present) Amazon Web Services (a division of Amazon, NYSE: AMZN), a cloud services company. General Manager of Hybrid Cloud Services (2020-2021) ClearSky Data, Inc., an enterprise hybrid cloud storage company. Founder and CEO (2014-2020) | | Director since: 2023 Prior Public Company Directorships: Chase Corp (formerly NYSE: CCF) Knowledge, Skills & Experience: Innovation / Technology Capital Allocation Strategy / M&A Human Capital Management Business Leadership / Operations Boards of other Public Companies | Key Expertise Supporting Nomination Ms. Rubin brings extensive entrepreneurial and leadership experience in the information technology (IT) industry. She has been recognized as one of the Top 10 Women in Cloud by CloudNow, as a Woman to Watch by Mass High Tech and Rising Star Entrepreneur by the New England Venture Capital Association. She has proven leadership and knowledge within the IT space, combined with unique experience serving as CEO across multiple organizations that have introduced disruptive technologies to enterprise customers, which serves Allegion well as we execute against our seamless access strategy and other pillars of growth. She has founded and led multiple software companies, as well as served as General Manager for the hybrid cloud division of Amazon Web Services. With this, she brings experience managing high-growth businesses as both an entrepreneur and top executive, including helping innovative companies grow through the entire business life cycle. Ms. Rubin is a serial founder and entrepreneur, who has built companies from concept stage through multiple rounds of funding and growth, with successful outcomes via an initial public offering and two acquisitions – offering these very valuable experiences to the Allegion Board. |

  23. Pay for Performance

    | John H. Stone President and Chief Executive Officer, Allegion plc | 53 | | | | Background Allegion plc. President & CEO (2022-present) Deere & Company (NYSE: DE), a global agricultural machinery and heavy equipment company. President, Worldwide Construction, Forestry and Power Systems (2020-2022); Senior Vice President, Intelligent Solutions Group (2016-2020) | | Director since: 2022 Other Current Public Company Directorships: Cummins Inc. (NYSE: CMI) Knowledge, Skills & Experience: Global Business / International Innovation / Technology Industrial / Manufacturing Capital Allocation Strategy / M&A Human Capital Management Business Leadership / Operations Boards of Other Public Companies | Key Expertise Supporting Nomination Mr. Stone has led Allegion as our President and CEO since July 2022, effectively using his proven ability to formulate and deliver operating and business process excellence. Previously, he served as President of Worldwide Construction, Forestry and Power Systems for Deere & Company, which included leadership of significant global operations. He has a proven track record of driving innovation to adopt smarter, safer and more sustainable agricultural and construction solutions at Deere & Company, including as Senior Vice President, Intelligent Solutions Group, responsible for designing and developing advanced technologies in robotics, machine learning and AI. He additionally has extensive experience in business development and growth strategy. As Allegion CEO, he oversaw the integration of our Stanley Access Technologies business in 2022. At Deere & Company, he led key acquisitions and integrations in China. As VP, Corporate Strategy and Development at Deere & Company, he helped develop and execute on growth strategy. Mr. Stone is a seasoned executive with senior leadership experiences in engineering, international business, manufacturing, M&A, technology and human capital that is valuable to the Allegion Board. |

  24. Pay for Performance

    | DEV VARDHAN Retired Senior Partner, McKinsey & Company | 64 | | | | Background McKinsey & Company, global management consulting firm. Senior Partner (1993-2021) | | Director since: 2020 Knowledge, Skills & Experience: Global Business / International Innovation / Technology Strategy / M&A Business Leadership / Operations Financial Services / Expertise Boards of other Public Companies | Key Expertise Supporting Nomination Mr. Vardhan has more than 25 years of experience advising and helping hundreds of companies, CEOs and other executive leaders design and implement strategic organic and inorganic growth innovations, with a focus on digital and business transformations. His deep functional expertise in digital transformation and his broad background in supporting global organizations in manufacturing, supply-chain design, M&A and innovation have many synergies with Allegion’s seamless access strategy. Mr. Vardhan’s deep understanding of the intersection of global business, innovation and strategy bring great value and insights to the Allegion Board. |

  25. Pay for Performance

    Board Composition and Leadership: The following pie charts show the independence, tenure, diversity and age range of our director nominees.

  26. Pay for Performance

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  27. Pay for Performance

    | ∗ | Calculated through the 2024 AGM meeting date | | ∗ ∗ | Age calculated as of April 1, 2024 |

  28. Pay for Performance

    Upcoming and Recent Changes in Board Composition:

  29. Pay for Performance

    | | Date of Change | Director | Primary Reason for Nomination / Departure | | – | June 2024 | Martin E. Welch III | Director Retirement Policy | | – | June 2024 | Dean I. Schaffer | Director Retirement Policy | | + | September 2023 | Susan L. Main | Depth of experience in M&A, finance and leading diversified high-technology manufacturing companies | | + | April 2023 | Ellen Rubin | Successful track record in building and scaling IT and technology companies, as well as introducing disruptive new technologies to enterprise customers | | + | July 2022 | John H. Stone | Appointed as Allegion CEO, bringing senior leadership experience in engineering, manufacturing, international, acquisitions and human capital |

  30. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  31. Director Compensation

    Director Compensation Our director compensation program is designed to compensate our non-employee directors fairly for work required for a company of our size and scope and align their interests with the long-term interests of our shareholders. The program reflects our desire to attract, retain and use the expertise of highly qualified people serving on the Board. The Corporate Governance and Nominating Committee, in consultation with FW Cook (the independent compensation consultant retained by the Compensation and Human Capital Committee), periodically reviews the compensation level of our non-employee directors and makes recommendations to the Board. Employee directors do not receive any additional compensation for serving as a director. The Company’s 2023 non-employee director compensation program consists of the below elements:

  32. Director Compensation

    | Compensation Element | Compensation Value | | | Annual Cash Retainer | $ | 150,000 | | Chair Annual Cash Retainer | $ | 75,000 | | Audit and Finance Committee Chair Cash Retainer (a) | $ | 15,000 | | Compensation and Human Capital Committee Chair Cash Retainer (a) | $ | 12,000 | | Corporate Governance and Nominating Committee Chair Cash Retainer (unless also serving as the Chair) (a) | $ | 10,000 | | Additional Meetings or Unscheduled Planning Session Fees (b) | $ | 1,500 (per meeting or session) | | Annual Grant of RSUs (vests after one year as long as the director remains on the Board) (c) | $ | 115,000 | | Chair Annual Grant of RSUs (vests after one year as long as the Chair remains on the Board) | $ | 75,000 | | (a) Effective as of the 2024 AGM, the annual grant of RSUs will be increased to $130,000, the cash retainers for the Audit and Finance Committee Chair and the Compensation and Human Capital Committee will be increased to $25,000 and the Corporate Governance and Nominating Committee Chair will be increased to $15,000 unless the Chair is also the Chair of the Board of Directors. These adjustments were made as a result of a recommendation from the independent compensation consultant to the Corporate Governance and Nominating Committee to better align with the market median. (b) The Board has five regularly scheduled meetings each year. Under the Company’s Corporate Governance Guidelines, the Audit and Finance Committee meets at least five times a year, the Compensation and Human Capital Committee meets at least four times a year, and the Corporate Governance and Nominating Committee meets at least three times a year. (c) If a director is appointed to the Board of Directors during the year, the newly appointed Director will receive a pro rata equity grant based on the number of days the director will actually serve before the next AGM. | | |

  33. 2023 Director Compensation

    2023 Director Compensation The compensation paid or credited to our non-employee directors for the fiscal year ended December 31, 2023, is summarized in the table below. As an employee director, Mr. Stone did not received any additional compensation for his service as director.

  34. 2023 Director Compensation

    | Name | Fees earned or paid in cash ($) | Stock Awards ($)(a) | All Other Compensation ($)(b) | Total ($) | | Kirk S. Hachigian | 253,000 | 190,010 | 3,363 | 446,373 | | Susan L. Main(c) | 49,875 | 85,633 | — | 135,508 | | Steven C. Mizell | 165,000 | 147,677 | 3,363 | 316,040 | | Nicole Parent Haughey | 153,000 | 190,056 | 3,363 | 346,419 | | Lauren B. Peters | 168,000 | 217,432 | 3,363 | 388,795 | | Ellen Rubin(c) | 110,555 | 132,456 | — | 243,011 | | Dean I. Schaffer | 153,000 | 115,045 | 3,363 | 271,408 | | Dev Vardhan | 153,000 | 184,252 | 3,513 | 340,765 | | Martin E. Welch III | 153,000 | 115,045 | 3,363 | 271,408 |

  35. 2023 Director Compensation

    (a)The amount represents the aggregate grant date fair value of the RSUs granted to our non-employee directors on June 8, 2023 and certain non-employee directors on December 8, 2023, all computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. In December 8, 2023, the Board approved off-cycle grants for those directors that were appointed to the Board outside of the AGM, and the amounts granted reflect the pro rata amount of days the director served until the AGM where the director was elected. As of December 31, 2023, Mr. Hachigian held 1,683 unvested RSUs in relation to his annual RSU grant awarded in 2023. As of December 31, 2023, Mr. Mizell, Ms. Parent Haughey, Ms. Peters, Mr. Schaffer, Mr. Vardhan, and Mr. Welch held 1,019 unvested RSUs in relation to the annual RSU grant awarded in 2023. As of December 31, 2023, Ms. Rubin held 1,019 unvested RSUs in relation to the annual grant awarded in 2023, as well as 159 unvested RSUs in relation to a one-time off-cycle grant on December 8, 2023. As of December 31, 2023, Ms. Main held 782 unvested RSUs in relation to a one-time off-cycle grant on December 8, 2023. (b)Amounts in this column include: (i) dividend equivalent payments of $1,706.85 to each Mr. Hachigian, Mr. Mizell, Ms. Parent Haughey, Ms. Peters, Mr. Schaffer, Mr. Vardhan, and Mr. Welch upon the vesting of their stock (RSU) awards; (ii) Irish tax preparation fees of $1,655.85 each for Mr. Hachigian, Mr. Mizell, Ms. Parent Haughey, Ms. Peters, Mr. Schaffer, Mr. Vardhan and Mr. Welch; and (iii) director product program reimbursement of $150.00 for Mr. Vardhan. The aggregate amount of perquisites and other personal benefits received by each non-employee director in 2023 was less than $10,000 for each such non-employee director. (c)Ms. Main and Ms. Rubin were appointed on September 9, 2023 and April 13, 2023, respectively, and the amounts above were pro-rated based on their time of service.

  36. 2023 Director Compensation

    | 2 | Advisory Vote to Approve Executive Compensation |

  37. 2023 Director Compensation

    The Company is seeking a non-binding advisory vote to approve the compensation of its Named Executive Officers, as described in the Compensation Discussion and Analysis beginning on page 38 and the Summary Compensation Tables beginning on page 58. The Board of Directors unanimously recommends a vote FOR the advisory vote to approve executive compensation, and for the following resolution: “RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related disclosure contained in the Company’s Proxy Statement.” The primary objectives of our executive compensation program are to: ▪Create and reinforce our pay-for-performance culture; ▪Align the interests of management with our shareholders and other stakeholders; ▪Attract, retain and motivate executive talent by providing competitive levels of salary and targeted total pay; ▪Provide incentive compensation that promotes desired behavior without encouraging unnecessary and excessive risk; and ▪Integrate with our performance management process of goal setting and formal evaluation. By following these objectives, we believe that our compensation program for NEOs is strongly aligned with the long-term interests of our shareholders. At our 2020 AGM, we held an advisory vote seeking how frequently we should submit our “say-on-pay” proposal to shareholders (commonly referred to as a “say-on-frequency” proposal). Based on the results of such advisory vote, the Company will hold “say-on-pay” votes annually. We will re-evaluate this determination after the next shareholder advisory “say-on-frequency” vote (which will be at the Company’s 2026 annual meeting of shareholders unless presented earlier).

  38. 2023 Director Compensation

    | Vote required: | Affirmative vote of a majority of the votes cast. Abstentions and broker non-votes will have no effect on the outcome of the vote as abstentions and broker non-votes are not counted as a vote cast. |

  39. 2023 Allegion Performance

    (1) Adjusted EBITDA is a non-GAAP measure and is defined on page 48. It may be subject to formulaic adjustment by the Compensation and Human Capital Committee based on pre-approved categories. (2) Available Cash is a non-GAAP measure and is defined on page 48. It may be subject to formulaic adjustment by the Compensation and Human Capital Committee based on pre-approved categories. (3) EPS is calculated in accordance with GAAP, subject to formulaic adjustment by the Compensation and Human Capital Committee based on pre-approved categories. Our record financial results led to a 141.66% of target financial performance score under the AIP for 2023 (subject to region- and individual-specific performance adjustments). While we achieved record EPS performance in 2023 (resulting in a 140% payout for this component of the PSU program) our three-year TSR performance was at the 21st percentile of our performance peer group (resulting in no payout for this component of the PSU program).

  40. 2023 NEO Compensation Actions

    | NEO | Base Salary ($) | Annual Incentive Target Value ($) | Long-term Incentive Target Value ($) | Total Direct Compensation ($) | | John H. Stone (1) | 1,040,000 | 1,300,000 | 5,500,000 | 7,840,000 | | Michael J. Wagnes (1) | 585,000 | 497,250 | 1,500,000 | 2,582,250 | | Timothy P. Eckersley (2) | 551,200 | 413,400 | 830,000 | 1,794,600 | | David S. Ilardi (1) | 495,000 | 371,250 | 745,000 | 1,611,250 | | Robert C. Martens (3) | 460,000 | 276,000 | 550,000 | 1,286,000 |

  41. Maintaining Best Practices Regarding Executive Compensation

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

  42. Use of Comparator Groups for Pay and Performance

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

  43. Use of Comparator Groups for Pay and Performance

    | Compensation Benchmarking Peer Group |

  44. Use of Comparator Groups for Pay and Performance

    The Compensation and Human Capital Committee considers relevant market pay practices, among other factors, when setting executive compensation to enhance our ability to recruit and retain high performing talent. In assessing market competitiveness, the compensation of our NEOs is reviewed against the Compensation Benchmarking Peer Group, which consists of companies that generally: ▪Are similar to us in terms of certain factors, including one or more of the following: size (i.e., revenue, market capitalization and growth characteristics), industry, lifecycle stage, and global presence; and ▪Have NEOs whose scope of responsibilities are comparable in terms of breadth and complexity. The Compensation and Human Capital Committee reviews the Compensation Benchmarking Peer Group on an annual basis and determines, with input from its independent compensation consultant, whether any changes are appropriate. This annual review ensures that the peer group companies remain appropriate from a business and talent perspective. The Compensation Benchmarking Peer Group for 2023 compensation decision making is comprised of the following 20 companies, which is unchanged from 2022:

  45. Use of Comparator Groups for Pay and Performance

    | Acuity Brands | Diebold | Lennox International | Rockwell Automation | | ADT Inc. | Fortive Corporation | Masco Corp | Roper Technologies | | A.O. Smith | Fortune Brands Home & Security | Masonite International | Trimble Inc. | | Belden | Hubbell | National Instruments Corp | Vivint Smart Home, Inc. | | Carlisle Companies | Keysight Technologies | Owens Corning | Zebra Technologies Corp |

  46. Changes to the Peer Group for 2024

    Changes to the Peer Group for 2024 In September 2023, the Compensation and Human Capital Committee reviewed the peer group with the assistance of its independent compensation consultant. The Committee removed four existing peers (ADT, Diebold, Roper Technologies, and Vivint Smart Home) and added seven new companies, in each case, to better position the Company near the median for revenue and market capitalization and create a more robust peer group for compensation comparisons. This peer group is outlined below.

  47. Changes to the Peer Group for 2024

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

  48. Changes to the Peer Group for 2024

    * New peer for 2024

  49. Changes to the Peer Group for 2024

    | Performance Peer Group |

  50. Changes to the Peer Group for 2024

    The Compensation and Human Capital Committee utilizes a performance peer group consisting of the companies in the S&P 400 Capital Goods Index (the “Performance Peer Group”). We believe the Performance Peer Group provides an appropriate measure of our relative TSR performance because it contains companies that operate in similar industries and are subject to similar macro-economic factors.

  51. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation and Human Capital Committee has the authority to obtain advice and assistance from independent advisors and to determine their fees and terms of engagement. The Compensation and Human Capital Committee engaged WTW as our independent compensation consultant for the first half of the year. In August 2023, the Committee engaged FW Cook as its independent compensation consultant following a robust process. Each year, the Compensation and Human Capital Committee evaluates the independence and quality of the services provided by its independent compensation consultant. In reviewing WTW and FW Cook’s engagement for 2023, the Compensation and Human Capital Committee considered the factors set forth in the applicable SEC rules and determined that WTW and FW Cook were independent and that there were no conflicts of interest with respect to WTW and FW Cook’s work for the committee. In 2023, WTW provided approximately $141,000 and FW Cook provided approximately $216,000 in services to the Compensation and Human Capital Committee and the Corporate Governance and Nominating Committee. WTW also provides certain benefits-related services to the Company, including retirement consulting, actuarial and outsourced pension administration. For these services, WTW received approximately $3.9 million. The Compensation and Human Capital Committee was aware of these other services provided by WTW and took these into account when making its independence determination for WTW.

  52. Role of the Independent Compensation Consultant

    | COMPENSATION ELEMENTS |

  53. Primary Compensation Elements

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

  54. Primary Compensation Elements

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

  55. Annual and Long-Term Incentives

    Annual and Long-Term Incentives The following table shows year-over-year changes in the 2023 annual and long-term target incentive opportunities for certain of the NEOs. The Compensation and Human Capital Committee increased 2023 target incentive opportunities for Messrs. Stone, Wagnes, Eckersley and Ilardi to maintain alignment with our compensation philosophy and design principles and to align with market median.

  56. Annual and Long-Term Incentives

    | NEO | 2022 Target AIP (% of Base Salary) | 2023 Target AIP (% of Base Salary) | Target AIP Increase (%) | 2022 Target LTI ($) | 2023 Target LTI ($) | Target LTI Increase ($) | | John H. Stone | 125 | 125 | — | 4,500,000 | 5,500,000 | 1,000,000 | | Michael J. Wagnes | 75 | 85 | 13.3 | 1,000,000 | 1,500,000 | 500,000 | | Timothy P. Eckersley | 70 | 75 | 7.1 | 825,000 | 830,000 | 5,000 | | David S. Ilardi | 65 | 75 | 15.4 | 600,000 | 745,000 | 145,000 | | Robert C. Martens (1) | — | 60 | — | — | 550,000 | — |

  57. Annual and Long-Term Incentives

    (1)Prior year amounts are not shown for Mr. Martens as he was not a NEO in the fiscal year ended December 31, 2022.

  58. Annual and Long-Term Incentives

    | 2023 ANNUAL AND LONG-TERM INCENTIVE PLAN DESIGNS AND PAYOUTS |

  59. Annual Incentive Plan

    Annual Incentive Plan

  60. Annual Incentive Plan

    | Annual Incentive Plan Design |

  61. Annual Incentive Plan

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

  62. Annual Incentive Plan

    | Base SalaryX | Target PercentageX | Financial Performance ScoreX | Individual Performance Score (including ESG Scorecard modifier) | = | AIP Award |

  63. Annual Incentive Plan

    | Financial Performance |

  64. Annual Incentive Plan

    The financial performance score is based on achievement of financial metrics established annually by the Compensation and Human Capital Committee during the first quarter of the fiscal year. The financial metrics align with key elements of the Board-approved AOP. Executives serving in a corporate role are measured based on the corporate financial metrics. Regional business leaders (i.e., SVP - Americas and President - International) are measured based on a combination of corporate (45%) and regional (55%) financial metrics. We believe this combination focuses regional business leaders on achieving the pre-established objectives for their business unit as well as aligning their interests with corporate goals to help create sustainable shareholder value. The financial performance score is calculated as follows for 2023:

  65. Annual Incentive Plan

    | Corporate | | | | | | | | Adjusted Revenue | + | Adjusted EBITDA | + | Available Cash Flow (ACF) | = | Financial Performance Score | | (1/3 Weight) | | (1/3 Weight) | | (1/3 Weight) | | | | Regions | | | | | | | | Adjusted Revenue | + | Adjusted Operating Income (OI) | + | Operating Cash Flow (OCF) | = | Financial Performance Score | | (1/3 Weight) | | (1/3 Weight) | | (1/3 Weight) | | |

  66. Annual Incentive Plan

    Our 2023 AIP metrics and goals along with adjusted performance for our NEOs are reflected below:

  67. Annual Incentive Plan

    | | Corporate | | | | | | Pre-established Financial Targets (in millions) | | | Payout as a % of Target | | | Adjusted Revenue(1) ($) | Adjusted EBITDA(2) ($) | ACF(2) ($) | | | Threshold | 3,462 | 747 | 417 | 50% | | Target | 3,644 | 830 | 490 | 100% | | Maximum | 3,826 | 872 | 539 | 200% | | Adjusted Actual Performance | 3,651 | 858 | 516 | | | Weighted Financial Achievement | 34.57% | 55.76% | 51.32% | 141.66% |

  68. Annual Incentive Plan

    | | Americas | | | | | | Pre-established Financial Targets (in millions) | | | Payout as a % of Target | | | Adjusted Revenue(1) ($) | Adjusted OI(2) ($) | OCF(3) ($) | | | Threshold | 2,746 | 679 | 595 | 50% | | Target | 2,891 | 754 | 744 | 100% | | Maximum | 3,035 | 792 | 781 | 200% | | Adjusted Actual Performance | 2,914 | 803 | 766 | | | Weighted Financial Achievement | 38.63% | 66.67% | 53.31% | 158.60% |

  69. Annual Incentive Plan

    | | International | | | | | | Pre-established Financial Targets (in millions) | | | Payout as a % of Target | | | Adjusted Revenue(1) ($) | Adjusted OI(2) ($) | OCF(3) ($) | | | Threshold | 704 | 92 | 86 | 50% | | Target | 766 | 102 | 107 | 100% | | Maximum | 804 | 107 | 112 | 200% | | Adjusted Actual Performance | 737 | 97 | 117 | | | Weighted Financial Achievement | 25.61% | 24.17% | 66.67% | 116.45% |

  70. Annual Incentive Plan

    (1) Adjusted revenue is the revenue of the Company or business unit, as applicable, calculated in accordance with U.S. GAAP, subject to formulaic adjustment by the Compensation and Human Capital Committee based on pre-approved categories as further described below. (2) We report our financial results in our annual report on Form 10-K and our quarterly reports on Form 10-Q in accordance with U.S. GAAP. Within the earnings press releases filed on Form 8-K accompanying our annual and quarterly reports, we also present operating income (“OI”) on both a U.S. GAAP basis and on an adjusted (non-GAAP) basis, adjusted EBITDA (a non-GAAP measure) and available cash flow (“ACF”, a non-GAAP measure). Our pre-established financial targets described above for Adjusted OI, Adjusted EBITDA and ACF may be further adjusted subject to formulaic adjustment by the Compensation and Human Capital Committee based on pre-approved categories as further described below. (3) Operating cash flow is Adjusted OI for the regional business unit as defined in (2), adjusted for non-cash expenses and changes in net working capital, less capital expenditures subject to formulaic adjustment by the Compensation and Human Capital Committee based on pre-approved categories as further described below. The Compensation and Human Capital Committee reviews the financial performance following the end of the fiscal year and determines the financial performance score. The Compensation and Human Capital Committee has adopted pre-established categories of potential formulaic adjustments for items causing significant differences from the assumptions contained in the AOP, including, but not limited to, the financial performance of any business acquired during the performance period, costs associated with Board-approved acquisitions or divestitures, unusual or non-recurring gains or losses, changes in applicable accounting principles, and Board-approved business restructurings or material interruptions (including facility closures, severance, professional fees or work stoppage). These potential adjustments to reported financial results are intended to better reflect executives’ line of sight and ability to affect performance results, align award payments with decisions that support the AOP, avoid artificial inflation or deflation of awards due to unusual or non-recurring items in the applicable period and emphasize long-term and sustainable growth. As a result of these permissible adjustments, amounts shown above may differ as compared to our 2023 Form 10-K and other filings. These pre-established financial targets (and results) are relevant only to our executive compensation program and should not be used or applied in other contexts.

  71. Annual Incentive Plan

    | Individual Performance and ESG Scorecard |

  72. Annual Incentive Plan

    Individual objectives are established annually for the NEOs and include strategic initiatives with both financial and non-financial metrics. Participants are evaluated based upon their achievements relative to pre-established non-financial metrics including core competencies and key corporate values. The Compensation and Human Capital Committee believes that this design, combining objective and measurable financial goals and adjusting for individual performance, reinforces a culture that recognizes team achievement and individual contributions. At the end of each year, the CEO evaluates performance against the pre-established individual objectives for officers other than himself and submits a recommendation to the Compensation and Human Capital Committee. The Compensation and Human Capital Committee evaluates the CEO’s performance against his pre-established individual objectives. Based on the Compensation and Human Capital Committee’s evaluation of the CEO and the CEO’s recommendations, the Compensation and Human Capital Committee determines and approves the individual performance score for each officer. In addition, at the beginning of the year, the Compensation and Human Capital Committee established an ESG Scorecard that measures the Company’s performance against certain internal environmental, people and safety goals integral to the Company’s corporate sustainability strategy. Depending on the Company’s performance against the metrics contained within the ESG Scorecard, the individual performance scorecards will be adjusted upwards or downwards by as much as 3%. In 2023, the Company’s ESG Scorecard metrics focused on: •People: Tied to the Company’s employee engagement targets, •Environment: Tied to carbon reduction targets, and •Safety: Tied to employee health and safety targets. All goals / metrics used by the Company in the ESG Scorecard are quantitative metrics validated using existing internal audit processes used by the Company in establishing and reporting on its ESG strategy and framework goals, which can be found on the Company’s website at www.allegion.com/ESG.

  73. Annual Incentive Plan

    | Results of Individual Performance Evaluations and ESG Scorecard Modifier |

  74. Annual Incentive Plan

    In determining the individual performance score for each NEO’s AIP award, the Compensation and Human Capital Committee considers pre-established individual performance objectives, and then evaluates actual performance relative to these objectives to determine an overall performance score. No specific weighting of individual objectives was used, although particular emphasis is given to meeting key financial goals such as business profitability, growth and efficient capital allocation. Based on the Company’s achievement against the ESG Scorecard in 2023, the Compensation and Human Capital Committee assessed performance at target and therefore there was no upward or downward adjustment applied to the NEO’s individual performance scores.

  75. Annual Incentive Plan

    | 2023 AIP Awards |

  76. Annual Incentive Plan

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

  77. Annual Incentive Plan

    | NEO | 2023 AIP Target (A)($) | Financial Performance Score (B) | AIP Earned from Financial Performance (C)=(A)x(B) ($) | Individual Performance Score (including ESG Scorecard modifier) (D) | 2023 AIP Award (E)=(C)x(D) ($) | | John H. Stone | 1,300,000 | 141.66% | 1,841,580 | 110% | 2,025,738 | | Michael J. Wagnes | 497,250 | 141.66% | 704,404 | 100% | 704,404 | | Timothy P. Eckersley | 413,400 | 127.79% | 528,284 | 120% | 633,941 | | David S. Ilardi | 371,250 | 150.98% | 560,513 | 115% | 644,590 | | Robert C. Martens | 276,000 | 141.66% | 390,982 | 100% | 390,982 |

  78. Annual Incentive Plan

    Messrs. Stone, Eckersley and Ilardi received individual performance factors in excess of target. Mr. Stone’s assessment recognizes the Company’s record financial performance and leadership in evolving the business strategy and creating a high-performing culture. Mr. Eckersley established and advanced the Global Software Solutions business and drove meaningful productivity improvements amidst challenging markets in the international business. Mr. Ilardi led the achievement of exceptional financial performance, exceeding pre-determined goals, along with strategic realignment of our operations and supply chain functions being embedded into the Americas.

  79. Long-Term Incentive Plan

    Long-Term Incentive Plan

  80. Long-Term Incentive Plan

    | Long-Term Incentive Plan Design |

  81. Long-Term Incentive Plan

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

  82. Long-Term Incentive Plan

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

  83. Long-Term Incentive Plan

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

  84. Long-Term Incentive Plan

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

  85. Long-Term Incentive Plan

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

  86. Long-Term Incentive Plan

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

  87. Long-Term Incentive Plan

    | 2023 Annual Equity Awards |

  88. Long-Term Incentive Plan

    In the first quarter of 2023, the Compensation and Human Capital Committee approved the target annual LTI award values for each NEO as shown in the following table. The actual value of the 2023-2025 awards will depend upon our performance relative to pre-established performance goals and price of our ordinary shares at the time the awards are settled.

  89. Long-Term Incentive Plan

    | NEO | PSU (at Target) ($) | PSU (at Target) (#) | Stock Option Award ($) | Stock Option Award (#) | RSU Award ($) | RSU Award (#) | | John H. Stone | 3,054,835 | 24,425 | 1,375,011 | 40,850 | 1,375,061 | 12,213 | | Michael J. Wagnes | 833,216 | 6,662 | 375,006 | 11,141 | 375,038 | 3,331 | | Timothy P. Eckersley (1) | 461,008 | 3,686 | 207,514 | 6,165 | 207,503 | 1,843 | | David S. Ilardi | 413,857 | 3,309 | 186,274 | 5,534 | 186,336 | 1,655 | | Robert C. Martens (2) | 305,546 | 2,443 | 137,501 | 4,085 | 137,585 | 1,222 |

  90. Long-Term Incentive Plan

    _____________ (1)Mr. Eckersley also received an off-cycle performance-based equity award on April 12, 2023. See “2023 Additional Equity Award Considerations” below. (2)Mr. Martens also received two off-cycle RSU awards on February 24, 2023 for achievement of goals related to a retention agreement executed prior to becoming an NEO. See “2023 Additional Equity Award Considerations” below.

  91. Long-Term Incentive Plan

    | 2023 Additional Equity Award Considerations |

  92. Performance-Based Equity Award for Mr. Eckersley

    Performance-Based Equity Award for Mr. Eckersley In the first quarter of 2023, the Compensation and Human Capital Committee approved an additional performance-based equity award for Mr. Eckersley in the amount of $1,500,017 (14,701 shares) due to his expanded responsibilities for the oversight of the Global Software Solutions business in addition to his responsibilities as SVP, Allegion International. This award is tied to specific goals around 1) building a global commercial software and solutions business; 2) accelerating investment and growth in the global software solutions business; and 3) establishing the focus, direction and operational governance model necessary for the businesses’ success. Payouts under the program can range from 0% to 150% of target with 1/2 of the payout tied to performance as of February 2024, 1/3 of the payout tied to performance as of February 2025, and 1/6 of the payout tied to the performance as of February 2026. Based on the performance outlined below, the Committee elected to pay the February 2024 component at 100.5% of target.

  93. Performance-Based Equity Award for Mr. Eckersley

    | Weighting | Performance Metric | Achievement Score | | 10% Organization Development | Establish organization, communication vision, and lead change management across new team and supporting functions | 150% | | 30% International Business Objectives | Successfully integrate new acquisition and exceed 2023 AOP revenue | 100% | | 30% Americas Business Objectives | Software ARR exceeding pre-determined targets | 95% | | 30% Global Platform Objectives | Progress made in establishing global platform exceeding pre-determined targets | 90% |

  94. Performance-Based RSU Award for Mr. Martens

    Performance-Based RSU Award for Mr. Martens Mr. Martens received a retention award in 2019 to incentivize achievement of strategic goals related to the Allegion Venture Fund and growth in electronics. As such there were two pillars: Return On Investment Capital (“ROIC”) performance at the end of 4 years (2019-2022 with February 2023 grant date):

  95. Performance-Based RSU Award for Mr. Martens

    | Threshold 10% ROIC: | 50% of target ($100,000) | | Target 15% ROIC: | 100% of target ($200,000) | | Maximum 20% ROIC: | 200% of target ($400,000) |

  96. Performance-Based RSU Award for Mr. Martens

    Based on achievement of 124% ROIC for the Allegion Venture Fund, Mr. Martens was awarded $400,000 in RSUs, which vested on February 24, 2024. The second component of the award focused on Allegion’s growth in electronics, new ecosystems / business models, and strategic partnerships. Based on the Compensation and Human Capital Committee’s assessment that Mr. Martens achieved or exceeded key objectives tied to these areas, the Committee issued an RSU award of $100,000 in February 2023, which vested on February 24, 2024.

  97. Performance-Based RSU Award for Mr. Martens

    | PSU Payouts for 2021 - 2023 Performance Period |

  98. Performance-Based RSU Award for Mr. Martens

    The PSUs earned for the 2021-2023 performance period were based on the Company’s (i) EPS performance against pre-established goals and (ii) TSR performance relative to the Peer Performance Group companies, with each of these performance metrics weighted at 50%. For the 2021-2023 performance period, our EPS attainment was 107%, resulting in a payout of 140% and our TSR performance was below the threshold goal resulting in no payout. The performance metrics, when combined, resulted in an overall payout of 70% of target.

  99. Performance-Based RSU Award for Mr. Martens

    | Performance Metric | Threshold | Target | Maximum | Actual | % Earned of Performance Metric | Final Payout % | | EPS(1) (50%) | $6.12 | $6.48 | $7.64 | $6.94 | 140 | 70 | | TSR (50%) | 25th percentile | Median | >= 75th percentile | 21st percentile (3.6% TSR) | — | |

  100. Performance-Based RSU Award for Mr. Martens

    (1) EPS is calculated in accordance with GAAP, and was adjusted according to the pre-established adjustments noted previously and addressed: (i) restructuring charges and acquisition and integration expenses, including non-cash charges for certain purchase accounting adjustments; (ii) amortization of acquired intangible assets; and (iii) non-cash impairment charges for finite-lived intangible assets. In addition, consistent with prior year, the Compensation and Human Capital Committee made an adjustment to exclude the non-cash fair value remeasurement losses related to Allegion Ventures investments. As a result of the foregoing performance, the PSUs vested at 70% of target, with our NEOs earning the following shares with respect to the PSUs previously granted to them for the 2021-2023 performance period.

  101. Performance-Based RSU Award for Mr. Martens

    | NEO | Target PSUs Awarded (#) | PSUs Earned (#) | | John H. Stone (1) | — | — | | Michael J. Wagnes | 459 | 322 | | Timothy P. Eckersley | 2,749 | 1,925 | | David S. Ilardi | 207 | 145 | | Robert C. Martens | 2,177 | 1,524 |

  102. Performance-Based RSU Award for Mr. Martens

    (1) Mr. Stone was hired in 2022 and not awarded PSUs for the 2021-2023 performance period.

  103. Performance-Based RSU Award for Mr. Martens

    | 2024 TOTAL DIRECT COMPENSATION AT TARGET |

  104. Performance-Based RSU Award for Mr. Martens

    The Compensation and Human Capital Committee annually reviews the total direct compensation at target for each NEO. Based on recommendations from our CEO and in accordance with our compensation philosophy, the Compensation and Human Capital Committee approved the 2024 total direct compensation at target for all continuing NEOs, as shown in the table below. The increases ranged from 0% to 14% (5% on average) based on our assessment of individual performance and each executive’s positioning relative to the market data.

  105. Performance-Based RSU Award for Mr. Martens

    | NEO | 2024 Base Salary ($) | 2024 AIP (as a % of Base Salary) | 2024 Long-term Incentive Target Value ($) | 2024 Total Direct Compensation ($) | | John H. Stone | 1,040,000 | 125 | 5,500,000 | 7,840,000 | | Michael J. Wagnes | 605,000 | 85 | 1,500,000 | 2,619,250 | | Timothy P. Eckersley | 570,000 | 75 | 900,000 | 1,897,500 | | David S. Ilardi | 550,000 | 75 | 875,000 | 1,837,500 | | Robert C. Martens | 475,000 | 60 | 575,000 | 1,335,000 |

  106. Performance-Based RSU Award for Mr. Martens

    | ADDITIONAL INFORMATION REGARDING EXECUTIVE COMPENSATION PROGRAMS |

  107. Retirement Programs and Other Benefits

    Retirement Programs and Other Benefits A qualified defined contribution 401(k) plan called the Employee Savings Plan (“ESP”) is available for the U.S. salaried and hourly non-union workforce. The ESP provides a dollar-for-dollar match on the first 6% of the employee’s eligible contributions to the ESP. The ESP has a number of investment options and is a retirement savings program. We also maintain qualified and nonqualified defined benefit pension plans intended to provide fixed benefits upon retirement based on the individual’s age and number of years of service, however, these plans are closed to new participants. Refer to the Pension Benefits table on page 63 for additional details on these plans and those NEOs that are eligible to participate. Employees who were actively employed prior to July 1, 2012 were given a one-time choice between continuing to participate in the defined benefit plan until December 31, 2022 or moving to an enhanced version of the ESP effective January 1, 2013 under which they would receive an employer core contribution of 2% of eligible pay in addition to the matching contribution and no longer accrue benefits under the defined benefit plan after December 31, 2012. Employees hired on or after July 1, 2012 were automatically covered under the enhanced version of the ESP and do not participate in the defined benefit plan. Employees hired after December 1, 2013 are not eligible for the 2% employer core contribution. Effective as of December 31, 2022, accruals in the qualified defined benefit plan ceased for all employees, except to the extent of any collective bargaining agreements. Employees whose accruals ceased in the qualified defined benefit plan effective December 31, 2022, began receiving an employer core contribution of 2% of eligible pay effective January 1, 2023. The Company also offers a U.S. nonqualified, defined contribution plan called the Supplemental Employee Savings Plan (the “Supplemental ESP”). Please refer to the Executive Compensation section under the heading “Nonqualified Deferred Compensation” on page 64 for a description of the Supplemental ESP. Through 2018, our nonqualified Executive Deferred Compensation Plan (“EDCP”) allowed eligible employees to defer receipt of a part of their annual salary, AIP award and PSU award. Cash deferrals were invested in select mutual fund investments and PSU award deferrals were required to be invested in our ordinary shares. As of January 1, 2019, this plan was frozen to new participants and deferrals. Please refer to the Nonqualified Deferred Compensation table for additional details on the deferred compensation plans.

  108. Severance Arrangements

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

  109. Change in Control Plan

    Change in Control Plan All NEOs participate in the change in control plan (“CIC Plan”). The CIC Plan was adopted to mitigate the concern those involved in considering the transaction might otherwise be motivated to act in their own interests rather than the best interests of our shareholders and to assure continuity of management in circumstances that reduce or eliminate job security and might otherwise lead to accelerated departures. The CIC Plan provides cash severance benefits if a CIC occurs and an officer is terminated within two years for reasons other than cause. Cash severance benefits in the event of a qualifying termination will be based on an individually defined multiple ranging from 1.5 for executive officers to 3.0 for the CEO (the “Severance Multiple”). Individual cash severance benefits will include: (i) base salary in effect at termination times the Severance Multiple; (ii) current cash target incentive award times the Severance Multiple; and (iii) a target incentive award in the year of termination pro-rated for the portion of the performance cycle completed through the date of termination. Cash severance benefits under the CIC Plan will be reduced by severance-related benefits provided through any other Allegion severance program. In addition, participants in the CIC Plan will, in the event of a qualifying termination, receive continued health benefits for a term of years equal to the Severance Multiple and outplacement benefits of up to $25,000. The CIC Plan does not provide for payment of, or reimbursement for, any tax payments or other tax gross ups related to the severance benefits. However, the CIC Plan does provide for cash severance benefits to be adjusted so participants will receive the better after tax benefit treatment (“Best of Net” approach) between (i) cash severance payments paid in full, with the executive responsible for all taxes incurred, or (ii) cash severance payments reduced to avoid triggering excise taxes. Under the 2013 Incentive Stock Plan (the “2013 Stock Plan”) and 2023 Incentive Stock Plan (the “2023 Stock Plan”), outstanding unvested stock options and RSUs will not immediately vest and become exercisable or payable, as applicable, following a CIC if an alternate award is provided by the acquiring company. Such awards will immediately vest and become exercisable or payable, as applicable, if an alternate award is not provided. PSUs will be deemed to have earned a pro-rata award based on the target award opportunity and total number of months worked in the applicable performance period.

  110. Timing of Awards

    Timing of Awards In 2023, we granted annual equity awards following our earnings release for the fourth quarter and full year results for 2022. We intend to continue to regularly follow this practice. The equity grant date is never selected or changed to increase the value of equity awards for executives.

  111. EXECUTIVE COMPENSATION

    | 2023 SUMMARY COMPENSATION TABLE |

  112. EXECUTIVE COMPENSATION

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non- Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | John H. Stone(a) | 2023 | 1,030,000 | — | 4,429,896 | 1,375,011 | 2,025,738 | — | 136,800 | 8,997,445 | | President and CEO | 2022 | 480,769 | 1,250,000 | 5,500,100 | 2,000,016 | — | — | 94,593 | 9,325,478 | | Michael J. Wagnes(a) | 2023 | 563,750 | — | 1,208,254 | 375,006 | 704,404 | 6,888 | 84,632 | 2,942,934 | | Senior Vice President and CFO | 2022 | 473,941 | — | 784,458 | 250,020 | 324,712 | — | 66,732 | 1,899,863 | | Timothy P. Eckersley | 2023 | 545,900 | — | 2,168,528 | 207,514 | 633,941 | — | 75,501 | 3,631,384 | | Senior Vice President - Allegion International | 2022 | 522,615 | — | 647,200 | 206,277 | 202,694 | — | 83,112 | 1,661,898 | | | 2021 | 500,000 | — | 1,962,994 | 150,015 | 572,924 | — | 67,236 | 3,253,169 | | David S. Ilardi(a) | 2023 | 483,750 | — | 600,193 | 186,274 | 644,590 | 3,812 | 73,618 | 1,992,237 | | Senior Vice President - Allegion Americas | 2022 | 416,497 | — | 470,747 | 150,012 | 295,507 | — | 64,534 | 1,397,297 | | Robert C. Martens(a) | 2023 | 446,275 | — | 943,256 | 137,501 | 390,982 | 9,796 | 54,242 | 1,982,052 | | Senior Vice President - Chief Innovation and Design Officer | | | | | | | | | |

  113. EXECUTIVE COMPENSATION

    | 2023 GRANTS OF PLAN-BASED AWARDS |

  114. EXECUTIVE COMPENSATION

    | OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END |

  115. EXECUTIVE COMPENSATION

    | 2023 OPTION EXERCISES AND STOCK VESTED |

  116. EXECUTIVE COMPENSATION

    | 2023 PENSION BENEFITS |

  117. Pension Benefits

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

  118. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#)(a) | Present Value of Accumulated Benefit ($)(b) | Payments During Last Fiscal Year ($) | | John H. Stone (c) | — | — | — | — | | Michael J. Wagnes | Qualified Pension Plan | 6.75 | 49,770 | — | | | Supplemental Pension Plan | 6.75 | 3,476 | — | | Timothy P. Eckersley | Qualified Pension Plan | 15.17 | 239,917 | — | | | Supplemental Pension Plan | 15.17 | 523,958 | — | | | KMP | 16.17 | 2,370,840 | — | | David S. Ilardi | Qualified Pension Plan | 10.50 | 29,383 | — | | Robert C. Martens | Qualified Pension Plan | 12.00 | 91,430 | — |

  119. Pension Benefits

    ____________ (a)For officers or managers first covered under the KMP plans prior to May 19, 2009 by Ingersoll Rand, a full year of service is credited for any year in which they work at least one day, otherwise, the number of years of credited service under the KMP is based on elapsed time (i.e., credit is given for each month in which a participant works at least one day). The number of years of credit service in the Qualified Pension Plan and Supplemental Pension Plan are based on elapsed time. No additional credited service will be earned under the Qualified and Supplemental Pension Plans effective December 31, 2022. (b)The amounts in this column reflect the estimated present value of each NEO’s accumulated benefit under the plans indicated. The calculations reflect the value of the benefits assuming that each NEO was fully vested under each plan. The benefits were computed as of December 31, 2023, consistent with the assumptions described in Note 12, “Defined Benefit Plans,” to our consolidated financial statements contained in the 2023 Form 10-K. (c)Mr. Stone does not participate in any Company defined benefit plan.

  120. Pension Benefits

    | NONQUALIFIED DEFERRED COMPENSATION |

  121. Pension Benefits

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

  122. Nonqualified Deferred Compensation

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

  123. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($)(a) | Aggregate Earnings in Last Fiscal Year ($)(b) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(c) | | John H. Stone | | | | | | | Supplemental ESP | — | 117,000 | 14,479 | — | 141,981 | | Michael J. Wagnes | | | | | | | Supplemental ESP | — | 44,677 | 41,015 | — | 287,432 | | Timothy P. Eckersley | | | | | | | EDCP | — | — | 237,801 | (351,571) | 1,147,948 | | Supplemental ESP | — | 33,488 | 69,840 | — | 827,881 | | David S. Ilardi | | | | | | | Supplemental ESP | — | 33,828 | 8,605 | — | 71,669 | | Robert C. Martens | | | | | | | Supplemental ESP | — | 20,137 | 14,791 | — | 112,778 |

  124. Nonqualified Deferred Compensation

    ____________ (a)The amounts in this column are included in the All Other Compensation column of the Summary Compensation Table. (b)This column represents gains and losses on investments, as well as dividends on ordinary shares or ordinary share equivalents. The earnings or losses reported in this column are not included in the Summary Compensation Table. (c)This column includes the amounts reflected in the table below which are also reported in the Summary Compensation Table this year or have been reported in the Summary Compensation Table for previous years.

  125. Nonqualified Deferred Compensation

    | Name | EDCP ($) | Supplemental ESP ($) | | John H. Stone | — | 127,546 | | Michael J. Wagnes | — | 76,671 | | Timothy P. Eckersley | 1,122,594 | 404,617 | | David S. Ilardi | — | 54,549 | | Robert C. Martens | — | 20,137 |

  126. Nonqualified Deferred Compensation

    | POTENTIAL POST-EMPLOYMENT PAYMENTS |

  127. Nonqualified Deferred Compensation

    The following table describes the payments and other benefits to which each of the NEOs would be entitled in the event of a termination of such executive’s employment on December 31, 2023, including a qualifying termination following a CIC. The potential payments were determined under the terms of our plans and arrangements in effect on December 31, 2023. The table does not include any pension benefits or nonqualified deferred compensation amounts that would be paid to an NEO, which are set forth in the Pension Benefits table and the Nonqualified Deferred Compensation table, except to the extent that the NEO is entitled to an additional benefit as a result of the specified termination scenario. The amounts reported are merely estimates, as we are not able to determine actual amounts unless and until an applicable scenario occurs.

  128. Nonqualified Deferred Compensation

    | | Retirement ($) | Involuntary without Cause ($) | Change in Control ($) | Disability ($) | Death ($) | | John H. Stone | | | | | | | Severance (a) | — | — | 7,020,000 | — | — | | 2023 Earned but Unpaid AIP Award(s) (b) | — | 2,025,738 | 2,025,738 | 2,025,738 | 2,025,738 | | PSU Award Payout (c) | — | 2,197,438 | 2,197,438 | 2,197,438 | 2,197,438 | | Value of Unvested Equity Awards (d) | — | 8,317,030 | 9,732,530 | 9,732,530 | 9,732,530 | | Outplacement (e) | — | — | 25,000 | — | — | | Health Benefits (f) | — | — | 77,682 | — | — | | Total | — | 12,540,206 | 21,078,388 | 13,955,706 | 13,955,706 | | Michael J. Wagnes | | | | | | | Severance (a) | — | — | 2,164,500 | — | — | | 2023 Earned but Unpaid AIP Award(s) (b) | — | 704,404 | 704,404 | 704,404 | 704,404 | | PSU Award Payout (c) | — | 688,349 | 688,349 | 688,349 | 688,349 | | Value of Unvested Equity Awards (d) | — | 368,079 | 643,965 | 643,965 | 643,965 | | Outplacement (e) | — | — | 25,000 | — | — | | Health Benefits (f) | — | — | 53,397 | — | — | | Total | — | 1,760,832 | 4,279,615 | 2,036,718 | 2,036,718 |

  129. Nonqualified Deferred Compensation

    | | Retirement ($) | Involuntary without Cause ($) | Change in Control ($) | Disability ($) | Death ($) | | Timothy P. Eckersley | | | | | | | Severance (a) | — | — | 1,929,200 | — | — | | 2023 Earned but Unpaid AIP Award(s) (b) | 633,941 | 633,941 | 633,941 | 633,941 | 633,941 | | PSU Award Payout (c) | 1,944,776 | 1,944,776 | 1,944,776 | 1,944,776 | 1,944,776 | | Value of Unvested Equity Awards (d) | 654,445 | 654,445 | 1,523,032 | 1,523,032 | 1,523,032 | | Outplacement (e) | — | — | 25,000 | — | — | | Health Benefits (f) | — | — | 38,481 | — | — | | Total | 3,233,162 | 3,233,162 | 6,094,430 | 4,101,749 | 4,101,749 | | David S. Ilardi | | | | | | | Severance (a) | — | — | 1,732,500 | — | — | | 2023 Earned but Unpaid AIP Award(s) (b) | — | 644,590 | 644,590 | 644,590 | 644,590 | | PSU Award Payout (c) | — | 377,874 | 377,874 | 377,874 | 377,874 | | Value of Unvested Equity Awards (d) | — | 232,096 | 498,932 | 498,932 | 498,932 | | Outplacement (e) | — | — | 25,000 | — | — | | Health Benefits (f) | — | — | 52,796 | — | — | | Total | — | 1,254,560 | 3,331,692 | 1,521,396 | 1,521,396 | | Robert C. Martens | | | | | | | Severance (a) | — | — | 1,472,000 | — | — | | 2023 Earned but Unpaid AIP Award(s) (b) | — | 390,982 | 390,982 | 390,982 | 390,982 | | PSU Award Payout (c) | — | 470,231 | 470,231 | 470,231 | 470,231 | | Value of Unvested Equity Awards (d) | — | 691,442 | 923,866 | 923,866 | 923,866 | | Outplacement (e) | — | — | 25,000 | — | — | | Health Benefits (f) | — | — | 52,796 | — | — | | Total | — | 1,552,655 | 3,334,875 | 1,785,079 | 1,785,079 |

  130. Nonqualified Deferred Compensation

    ___________ (a)Please refer to the description of how severance is calculated under the heading below titled Change in Control. (b)Amounts represent the actual award earned for the 2023 performance period. (c)For “Involuntary Without Cause,” this assumes group termination or job elimination. For the “Change in Control,” “Death” and “Disability,” these amounts represent a pro-rata portion of the outstanding PSUs. Amounts are based on $126.69 per share, the closing market price of our shares on December 29, 2023 as reported on the NYSE. (d) The amounts shown represent (i) the value of eligible unvested RSUs, which is calculated based on the number of unvested RSUs multiplied by the closing market price of our shares on December 29, 2023, which was $126.69 per share and (ii) the intrinsic value of the unvested stock options, which is calculated based on the difference between the closing market price on December 29, 2023, and the relevant exercise price. For purposes of a CIC, we assume that an alternate award is not provided and the vesting of the unvested awards accelerate. For retirement eligible employees, the eligible equity awards do not accelerate but continue to vest on the same basis as active employees. (e) For the CIC column, the amount represents the maximum expenses we would reimburse the NEO for professional outplacement services. (f) Represents our cost of continued active coverage for thirty-six months for the CEO and twenty-four months for the other NEOs. The following discussion describes the payments and other benefits to which each NEO would be entitled in the event of termination of such executive’s employment, including a qualifying termination following a CIC. Employment Arrangements and Severance. All of the NEOs are entitled to certain severance benefits upon a qualifying termination of their employment following a CIC as provided under the CIC Plan. Further, our equity award agreements generally provide that upon termination for: ▪Death or disability - RSUs and stock options shall immediately vest and the stock options remain exercisable for a period of three years or the original expiration date, whichever is earlier; ▪Retirement - RSUs and stock options shall continue to vest in accordance with their original vesting schedule and the stock options remain exercisable for a period of five years or the original expiration date, whichever is earlier; ▪Group termination - RSUs and stock options immediately vest in the portion of the awards that would have vested within twelve months of termination and all vested stock options remain exercisable for a period of three years following termination or the original expiration date, whichever is earlier; ▪Retirement - Group Termination or Job Elimination, PSUs vest pro-rata based on the time worked during the performance period and the achievement of performance goals through the end of the performance period; and ▪Death or disability - PSUs vest pro-rata based on target level performance during the performance period. Change in Control. Our CIC Plan covers certain officers, including the NEOs. The CIC Plan provides for certain payments if a NEO’s employment is terminated by the Company without “cause” (as defined in the CIC Plan) or by the NEO for “good reason” (as defined in the CIC Plan), in each case, within two years following a CIC of the Company. The CIC Plan does not provide for a payment to cover the impact to the executive of certain incremental taxes incurred in connection with the payments made following a CIC. Any amounts payable under the CIC Plan will be reduced to avoid the payment of any excise taxes. If a NEO’s employment is terminated by the Company “without cause” or by the NEO for “good reason” following a CIC, the NEO is entitled to the following: ▪any accrued but unpaid base salary; ▪an amount equal to the NEO’s target annual bonus for the year in which the termination occurred, pro-rated for the months of service and based on the Company’s actual performance for the year; and ▪a lump sum severance payment equal to three times (CEO) or two times (other NEOs) the sum of: ▪the NEO’s annual salary in effect on the termination date, or, if higher, the annual salary in effect immediately prior to the event that constitutes “good reason;” and ▪the NEO’s target annual incentive award for the year of termination. In addition to the foregoing, the NEOs would be eligible to receive welfare employee health benefits for the severance period (three years for the CEO) and (two years for the other NEOs). Specifically, the Company will pay the COBRA premium for the first eighteen months and any remaining coverage would be on a reimbursement basis for coverage elected outside of the Company. The Company would also provide each NEO with up to $25,000 of outplacement services. With respect to awards granted under the 2013 and 2023 Stock Plans, outstanding unvested stock options and RSUs will not immediately vest and become exercisable or payable, as applicable, following a CIC if an alternate award is provided by the acquiring company. Such awards will immediately vest and become exercisable or payable, as applicable, if an alternate award is not provided. PSUs will be deemed to have earned a pro-rata award based on the target award opportunity and total number of months worked in the applicable performance period. A “change in control” is defined as the occurrence of any of the following events: (i) any person unrelated to the Company becomes the beneficial owner of 30% or more of the combined voting power of the Company’s voting stock; (ii) the directors serving at the time the CIC plan was adopted (or the directors subsequently elected by the shareholders of the Company whose election or nomination was duly approved by at least two-thirds of the then serving directors) fail to constitute a majority of the Board; (iii) consummation of any transaction or series of transactions under which the Company is merged or consolidated with any other company which is not an affiliate; (iv) any sale or transfer of all or substantially all of the Company’s assets, other than a sale or transfer with a corporation where the Company owns at least 80% of the combined voting power of such corporation or its parent after such transfer; or (v) any other event that the continuing directors determine to be a CIC; provided however, with respect to (i), (iii) and (v) above, there shall be no CIC if shareholders of the Company own more than 50% of the combined voting power of the voting securities of the Company or the surviving entity or any parent immediately following such transaction in substantially the same proportion to each other as prior to such transaction.

  131. Nonqualified Deferred Compensation

    | CEO PAY RATIO |

  132. Nonqualified Deferred Compensation

    Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the median of the annual total compensation of our employees, the annual total compensation of our CEO at December 31, 2023, Mr. Stone, and the ratio of these two amounts (such ratio, the “CEO Pay Ratio”). In 2023, our CEO’s annual total compensation was $8,997,445 as reflected in the Summary Compensation Table included in this Proxy Statement. Our median employee’s annual total compensation for 2023 was $64,092. As a result, the CEO Pay Ratio for 2023 was 140 to 1. We identified our median employee in December 2022, and are using the same median employee to calculate the 2023 CEO Pay Ratio. We reviewed the composition of roles and total number of employees as of December 1, 2023 and determined our employee population was substantially similar to 2022. To identify the “median employee” from our employee population, we defined our employee population, by excluding a total of 549 employees in India, Spain and Thailand, as permitted by the de minimis exclusion. We used base salary as our consistently applied compensation measure. We calculated the median pay and used a pay range of +/- 1% to identify the median employee population. The median employee is located in North America and works in operations.

  133. Nonqualified Deferred Compensation

    | PAY VERSUS PERFORMANCE |

  134. Nonqualified Deferred Compensation

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

  135. Nonqualified Deferred Compensation

    | Year | Summary Compensation Table Total for David D. Petratis(1) ($) | Summary Compensation Table Total for John H. Stone (1) ($) | Compensation Actually Paid to David D. Petratis(1)(2)(3) ($) | Compensation Actually Paid to John H. Stone (1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs (1)(2)(3) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ Millions) | Adjusted (Non-GAAP) EPS (5) | | | | | | | | | TSR (4) ($) | Peer Group TSR (4) ($) | | | | 2023 | — | 8,997,445 | — | 11,705,997 | 2,637,152 | 3,214,829 | 107.51 | 189.57 | 540.6 | $6.96 | | 2022 | 7,896,758 | 9,325,478 | 3,240,794 | 9,622,314 | 1,681,129 | 1,025,209 | 87.90 | 137.67 | 458.3 | $5.99 | | 2021 | 7,688,243 | — | 8,958,625 | — | 2,941,196 | 3,071,809 | 108.85 | 153.00 | 483.3 | $5.43 | | 2020 | 8,785,585 | — | 6,646,515 | — | 2,149,045 | 1,423,831 | 94.61 | 119.84 | 314.5 | $5.36 |

  136. Nonqualified Deferred Compensation

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

  137. Nonqualified Deferred Compensation

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

  138. Nonqualified Deferred Compensation

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

  139. Nonqualified Deferred Compensation

    | Year | Summary Compensation Table Total for John H. Stone ($) | Exclusion of Change in Pension Value for John H. Stone ($) | Exclusion of Stock Awards and Option Awards for John H. Stone ($) | Inclusion of Pension Service Cost for John H. Stone ($) | Inclusion of Equity Values for John H. Stone ($) | Compensation Actually Paid to John H. Stone ($) | | 2023 | 8,997,445 | — | (5,804,907) | — | 8,513,459 | 11,705,997 |

  140. Nonqualified Deferred Compensation

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 2,637,152 | (5,124) | (1,456,631) | 54,823 | 1,984,609 | 3,214,829 |

  141. Nonqualified Deferred Compensation

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

  142. Nonqualified Deferred Compensation

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for John H. Stone ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for John H. Stone ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for John H. Stone ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for John H. Stone ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for John H. Stone ($) | Total - Inclusion of Equity Values for John H. Stone ($) | | 2023 | 6,676,962 | 1,754,039 | — | 82,458 | — | 8,513,459 |

  143. Nonqualified Deferred Compensation

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 1,713,570 | 216,093 | — | 54,947 | — | 1,984,609 |

  144. Nonqualified Deferred Compensation

    (4)The Peer Group TSR set forth in this table utilizes the Performance Peer Group, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year on the same cumulative basis as used in Item 201(e) off Regulation S-K. Historical stock performance is not necessarily indicative of future stock performance. (5)We determined Adjusted (Non-GAAP) EPS to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2023. This performance measure may not have been the most important financial performance measure for years 2022, 2021, and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. In 2023, the Company modified Adjusted (Non-GAAP) EPS to exclude amortization of acquired intangible assets. The results for 2020-2022 have been adjusted to exclude amortization of acquired intangible assets.

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

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

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

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

  147. Relationship Between PEOs and Other NEO Compensation Actually Paid and Non-GAAP EPS

    Relationship Between PEOs and Other NEO Compensation Actually Paid and Non-GAAP EPS The following chart sets forth the relationship between compensation actually paid to our PEOs, the average of compensation actually paid to our other NEOs, and our Adjusted (Non-GAAP) EPS during the three most recently completed fiscal years. Adjusted Non-GAAP EPS was derived from Reported EPS, and the adjustments include items such as goodwill, indefinite-lived trade name and other asset impairment charges, restructuring charges, acquisition and integration costs, amortization of acquired intangible assets, debt financing costs, gains or losses related to the divestiture of businesses or equity method investments, non-operating investment gains or losses and the income tax impact of the preceding items.