Adrian Peace

About Adrian I. Peace

Adrian I. Peace is an independent director nominee to A. O. Smith Corporation’s Board for election at the April 8, 2025 annual meeting; if elected, he will join the Audit Committee following the meeting . He is President, Performance Technologies at Modine Manufacturing Company (since 2022) and previously held senior roles at AIP LLC (2019–2021), Republic Services (2017–2019), W.W. Grainger (2013–2017), and GE (1990–2013), bringing global manufacturing, sustainability, and M&A expertise; the Board has determined he is independent and financially literate under NYSE rules . Mr. Peace is 57 years old . As of December 31, 2024, he held no A. O. Smith equity, consistent with his status as a new nominee .

Past Roles

Organization	Role	Tenure	Committees/Impact
Modine Manufacturing Company	President, Performance Technologies (oversees powertrain cooling, advanced thermal, stationary power cooling solutions)	2022–present	Leads global manufacturing/commercial operations; sustainability and M&A experience
Modine Manufacturing Company	Vice President, Commercial Industrial Solutions	2021–2022	Leadership of commercial/industrial portfolio
AIP LLC	Strategy Advisor (supporting PE investment theses)	2019–2021	M&A advisory to private equity firms
Republic Services	SVP, Emerging Business Operations; led ESG initiatives	2017–2019	Advanced sustainability agenda and new business operations
W.W. Grainger	Various roles; VP, Specialty Brands, M&A and Brazil operations	2013–2017	International expansion and bolt-on M&A
General Electric	Various roles culminating in President & CEO, Latin America (Consumer & Industrial, 2005), later President, Chemicals & Monitoring Solutions, GE Water (2008–2013)	1990–2013	Led complex international operations; water technology leadership

External Roles

Organization	Role	Tenure	Committees
Essentra plc	Director	2021–present	Nomination, ESG, and Audit & Risk Committees

Board Governance

Committee assignments (AOS): Proposed 2025 Audit Committee member (not chair), effective after the April 8, 2025 annual meeting if elected .
Independence: Board determined Mr. Peace meets NYSE independence requirements and is financially literate; the Board majority and all three standing committees are composed of independent directors despite “controlled company” status, and AOS does not use the NYSE controlled company exemptions .
Attendance and engagement: In 2024 the Board held five regular meetings and standing committees held 18 meetings; all directors attended all meetings of the Board and their committees, with one director missing part of one meeting; nonmanagement directors met in executive session five times .
Interlocks/related-party review: AOS purchases goods/services in arm’s-length ordinary-course transactions from Modine (Mr. Peace’s employer) and Essentra (where he serves as a director); the Nominating & Governance Committee and Board concluded these relationships are not material and do not impair independence .
Presiding Director: Independent presiding director rotates among committee chairs; current presiding director term is April 2024–April 2026 (Ronald D. Brown) .

Fixed Compensation

Nonemployee Director Compensation Structure (AOS)

Pay Element	Committee	2024 Amount	2025 Amount
Board Cash Retainer	—	$103,500	$103,500
Board Equity Retainer (Common Stock, at election)	—	$140,000	$150,000
Committee Chair Cash Retainer	Audit	$20,000	$25,000
Committee Chair Cash Retainer	Personnel & Compensation	$15,000	$20,000
Committee Chair Cash Retainer	Nominating & Governance	$15,000	$20,000
Presiding Independent Director Retainer	—	$30,000	$30,000

Mechanics: Equity retainer is delivered in shares upon election; directors may defer fees/stock into the Non-qualified Deferred Compensation Plan; ownership guideline equals 5x last-year cash retainer to be met within five years .
2024 director pay levels: For context, 2024 nonemployee directors received cash plus stock awards; e.g., cash fees from $77,625 to $141,000 and stock awards of $140,064 (1,626 shares at $86.14) depending on partial-year service; management directors receive no board pay .

Performance Compensation

Nonemployee director compensation at AOS does not include performance-based bonuses or options; the equity retainer is time-based Common Stock, with optional deferral; no perquisites ≥$10,000 are disclosed for directors .

Other Directorships & Interlocks

Type	Entity	Nature of Relationship	Independence/Materiality Assessment
External Public Board	Essentra plc	Director; serves on Nomination, ESG, and Audit & Risk Committees	AOS purchases goods/services from Essentra in arm’s-length ordinary-course transactions; Board deemed not material; independence unaffected
Employer	Modine Manufacturing Company	President, Performance Technologies	AOS purchases goods/services from Modine in arm’s-length ordinary-course transactions; Board deemed not material; independence unaffected

Expertise & Qualifications

Strategic/operational: Extensive leadership of global manufacturing/commercial operations (GE, Grainger, Republic Services, Modine) with deep experience in sustainability and M&A; knowledgeable about complex international operations .
Governance: Service on Essentra’s Nomination, ESG, and Audit & Risk Committees; financially literate (NYSE definition) .
Diversity: Board notes Mr. Peace brings racial diversity to AOS’s Board .

Equity Ownership

Beneficial Ownership as of December 31, 2024

Holder	Class A Common	% of Class A	Common Stock	RSUs	Options Exercisable Within 60 Days	% of Common
Adrian I. Peace	0	0	0	0	0	*

Director ownership guideline: 5x annual cash retainer to be met within five years of election; directors may defer compensation; AOS prohibits all directors/officers/employees from hedging or pledging company securities .

Governance Assessment

Positive signals: Independent and financially literate; slated to join the Audit Committee, which is entirely independent and has three designated “audit committee financial experts” (Fister, Larsen, Martin), enhancing audit oversight depth . The Board voluntarily refrains from using NYSE “controlled company” exemptions and maintains independent committee structures, supporting investor confidence despite dual-class control .
Potential conflicts reviewed: Ordinary-course arm’s-length dealings with Modine and Essentra were preexisting and reviewed under the related-party policy; Board concluded they are not material and do not impair independence—continued monitoring warranted, but current risk assessed as low .
Alignment: Director pay mix emphasizes equity via stock retainer ($150,000 effective 2025 vs. $140,000 in 2024), with a five-year ownership guideline and strict anti-hedging/pledging policy—favorable for alignment .
Board effectiveness: Strong attendance culture (near 100% in 2024), regular executive sessions, and active risk oversight (including cybersecurity and ESG) indicate engaged governance; say-on-pay support ~97% in 2024 suggests shareholder affirmation of compensation oversight .
Watch items/Red flags to monitor: Dual-class control persists (structural governance consideration) ; as a new director with 0 ownership at 12/31/24, tracking progress toward the five-year ownership guideline will be important for alignment .