Michael Wagnes

About Michael Wagnes

Michael J. Wagnes (age 51) is Allegion’s Senior Vice President and Chief Financial Officer, a role he has held since March 2022. He previously led Allegion’s Commercial Americas business (2020–2022) and served as Vice President, Investor Relations & Treasury (2016–2020) . During his CFO tenure, Allegion delivered 2024 net revenues of $3,772.2 million (+3.3% YoY), operating income of $780.7 million (+10.2% YoY), available cash flow of $582.9 million (+12.9% YoY), and GAAP EPS of $6.82 (adjusted EPS $7.53); three-year TSR for the 2022–2024 PSU period was 10.06% (30th percentile vs. S&P Capital Goods), driving a 117% PSU payout .

Past Roles

External Roles

• None disclosed in company filings reviewed .

Fixed Compensation

Target and realized cash compensation for Mr. Wagnes:

Performance Compensation

Annual Incentive Plan (AIP) – Corporate Metrics and Outcomes (CFO measured on corporate score)

CFO AIP calculation for 2024:

• Target: $514,250; Financial score: 92.06%; Individual score: 100%; Final award: $473,419 .

Long-Term Incentive (LTI) Design and Awards

• Mix: 50% PSUs (Adjusted EPS and Relative TSR), 25% Stock Options, 25% RSUs; options/RSUs vest ratably over 3 years; options have 10-year term .
• PSU performance curves: Adjusted EPS 50%/100%/200% at threshold/target/maximum; TSR vs S&P Capital Goods indices: 0% at <25th, 50% at 25th, 100% at 50th, 200% at ≥75th; TSR portion capped at 100% if absolute TSR is negative .

2024 Annual Equity Grants to Mr. Wagnes:

PSU Payout for 2022–2024 Cycle:

Mr. Wagnes’ 2022–2024 PSUs:

Recent equity vesting and exercises:

• 2024: 2,461 shares vested (value realized $320,963); no option exercises .
• 2023: 1,421 shares vested (value realized $167,556) .

Equity Ownership & Alignment

• Beneficial ownership as of 2024 record date: 11,390 ordinary shares; 19,854 shares subject to options exercisable/RSUs vesting within 60 days; 0.04% of outstanding .
• Prior year (2023) as reference: 9,672 shares; 12,558 options/RSUs within 60 days .
• Stock ownership guidelines: CFO must hold 3x base salary; all NEOs in compliance or on track as of April 2024 .
• Anti-hedging/anti-pledging: Hedging and pledging prohibited; no directors or executive officers have pledged shares .
• 10b5-1 trading plan: Entered September 12, 2025 to exercise 3,184 options and sell underlying shares; plan expires August 26, 2026 (subject to early termination) .

Selected outstanding option positions (as of 12/31/2024):

Employment Terms

Severance and Change-in-Control (CIC)

• CIC Plan (double-trigger): CEO multiple 3.0x; other executive officers 1.5x; includes base salary and target bonus multiples plus pro-rated target bonus for year of termination; COBRA/health benefits continuation for the multiple period and up to $25,000 outplacement; “Best of Net” excise tax approach; no tax gross-ups .
• Equity treatment on CIC: Unvested options/RSUs immediately vest if no substantially equivalent alternate award is provided; PSUs vest pro-rata at target based on service in the performance period .
• Estimated payments for Mr. Wagnes (illustrative Dec 31, 2024 scenarios):
  • CIC qualifying termination total: $5,206,123 (severance $2,238,500; earned AIP $473,419; PSU payout $1,471,459; unvested equity $943,624; outplacement $25,000; health benefits $54,121) .
  • Involuntary termination without cause (non-CIC) total: $2,422,973 .
  • Disability or death total: $2,888,502 .

Other Termination Equity Provisions

• Death/Disability: RSUs/options immediately vest; options exercisable for up to 3 years (or earlier original expiration); PSUs vest pro-rata at target .
• Retirement: RSUs/options continue to vest on schedule (options exercisable up to 5 years or earlier original expiration); PSUs granted prior to 2024 pro-rata; PSUs granted in 2024 vest in full based on performance if retirement notice and succession requirements are met .
• Group termination: RSUs/options vest the portion due within 12 months; PSUs pro-rata based on time and performance .
• Job elimination: RSUs/options forfeited; PSUs pro-rata based on time and performance .

Clawback and Policies

• Clawback: NYSE/SEC Rule 10D-1 compliant policy (3-year lookback for restatements) plus enhanced discretionary recoupment for restatements due to fraud/intentional misconduct or termination for cause, covering cash and time-based equity .
• Say-on-Pay support: ~85% approval at 2024 AGM; no material design changes in response .
• Hedging/pledging: Prohibited; none pledged .

Investment Implications

• Pay-for-performance alignment: CFO’s cash bonus and 50% of LTI PSUs are tied to objective corporate financial metrics (Adjusted Revenue, Adjusted OI/ACF) and multi-year Adjusted EPS/relative TSR; 2024 AIP paid at 92% and the 2022–2024 PSU cycle paid at 117%, consistent with company performance and below-median TSR outcome .
• Retention/overhang: Meaningful unvested equity across PSUs/RSUs/options with vesting through 2027, and double-trigger CIC treatment, support retention while limiting single-trigger acceleration risk .
• Insider selling pressure: A Rule 10b5-1 plan adopted in September 2025 contemplates exercising 3,184 options and selling underlying shares through August 2026, implying incremental, programmatic supply but within governance best practices .
• Alignment and risk controls: 3x-salary ownership guideline for CFO (compliant/on track), anti-hedging/anti-pledging, and robust clawback policies reduce misalignment and agency risks; no tax gross-ups under CIC further reflects shareholder-friendly design .