Christopher Mapes

About Christopher L. Mapes

Retired executive with 40+ years in industrial manufacturing; age 63; joined A. O. Smith’s Board in 2023. Former Executive Chairman (2024), and previously Chairman, President & CEO (2013–2023) at Lincoln Electric; earlier served as A. O. Smith EVP and President of Electrical Products (2004–2011). Holds both an MBA and a JD, bringing operational, legal, and governance expertise. The Board has determined Mapes is independent under NYSE rules.

Past Roles

Organization	Role	Tenure	Committees/Impact
Lincoln Electric Holdings, Inc.	Executive Chairman	Jan 2024 – Dec 31, 2024	Oversaw global welding/cutting operations; retired Dec 31, 2024.
Lincoln Electric Holdings, Inc.	Chairman, President & CEO	Dec 2013 – Dec 2023	Led decade-long transformation and global expansion.
Lincoln Electric Holdings, Inc.	President & CEO	Dec 2012 – Dec 2013	CEO transition period.
Lincoln Electric Holdings, Inc.	Chief Operating Officer	2011	Operational leadership.
A. O. Smith Corporation	EVP; President, Electrical Products	2004 – 2011	Led AOS Electrical Products until divestiture.

External Roles

Organization	Role	Committees	Notes
The Timken Company	Director	Audit; Nominating & Governance	Current public company directorship.
Nordson Corporation	Director	Audit	Current public company directorship.
RPM International Inc.	Director	Compensation	Current public company directorship.

Board Governance

Independence: The Board determined Mapes meets NYSE independence requirements; AOS is a “controlled company” by ownership but has not used the NYSE controlled company exemptions—its committees are fully independent.
Committee assignments (AOS): Audit (current); Nominating & Governance (current); Personnel & Compensation (effective after the April 8, 2025 Annual Meeting). Not a chair.
Board/committee activity and engagement:
- Board meetings: 5 regular meetings in 2024; executive sessions of nonmanagement directors at each regular meeting (5 total).
- Attendance: All directors attended all Board and assigned committee meetings in 2024, except one director with an unavoidable conflict for part of one meeting.
- Committee meeting frequency (2024): Audit (9), Personnel & Compensation (4), Nominating & Governance (5).
Leadership structure: Combined Chair/CEO with independent Presiding Director rotating among committee chairs; current Presiding Director is Ronald D. Brown (Apr 2024–Apr 2026).

Fixed Compensation

Element	2024 Amount	2025 Amount	Notes
Board Cash Retainer (nonemployee director)	$103,500	$103,500	Paid quarterly; applies to Mapes.
Board Equity Retainer (granted as Common Stock)	$140,000	$150,000	Increased effective Apr 8, 2025.
Committee Chair Cash Retainer – Audit	$20,000	$25,000	Mapes is not a chair; reference for structure.
Committee Chair Cash Retainer – P&C	$15,000	$20,000	Mapes is not a chair; reference for structure.
Committee Chair Cash Retainer – N&G	$15,000	$20,000	Mapes is not a chair; reference for structure.
Presiding Independent Director Cash Retainer	$30,000	$30,000	Not applicable to Mapes.

Director	Fees Earned (Cash)	Stock Awards (Fair Value)	Total
Christopher L. Mapes	$103,500	$140,064	$243,564

2024 grant detail: On April 9, 2024, each then-serving nonemployee director received 1,626 shares valued at $86.14 per share ($140,064), rounded to the next whole share.

Performance Compensation

Not applicable for directors: AOS does not use performance-based cash/stock metrics for director pay; annual equity retainers are time-based Common Stock awards without director-specific performance criteria.

Other Directorships & Interlocks

AOS independence review disclosed ordinary-course relationships for other directors (Waste Management; Modine; Essentra) as non-material; no related-party transactions or interlocks disclosed involving Mapes’ boards (Timken, Nordson, RPM).

Expertise & Qualifications

Executive leadership across global manufacturing and distribution; cybersecurity exposure; legal and business credentials (MBA and JD).
Brings experience managing international operations and complexity of global growth.

Equity Ownership

Holder	Common Shares	Restricted Stock Units	Options (Exercisable)	Notes
Christopher L. Mapes	13,959	0	0	Includes 10,150 shares in spousal lifetime access trust; 3,809 directly.
Director Stock Ownership Guideline	5x cash retainer	—	—	Directors required to reach within 5 years; all directors have met.
Hedging/Pledging	Prohibited	—	—	Company policy prohibits hedging or pledging by directors, officers, employees.

Governance Assessment

Board effectiveness: Mapes adds seasoned CEO-caliber manufacturing leadership, legal training, and committee breadth (Audit, N&G; joining P&C), supporting financial oversight and governance rigor.
Independence and conflicts: The Board affirmed Mapes’ independence; no related party transactions reported involving him; overall process includes annual questionnaires and NYSE-based independence testing.
Attendance and engagement: 2024 attendance across Board/committees was essentially full, with only one partial exception among all directors—supports strong engagement norms.
Pay alignment: Mapes’ pay is standard for AOS nonemployee directors, with equity in Common Stock and a firm ownership guideline (5x cash retainer), promoting alignment; no perquisites reported for directors ≥$10,000; reimbursements limited to expenses.
Compensation committee oversight and consultant independence: Willis Towers Watson engaged; committee independence verified; detailed fee disclosures and separation of advisory personnel—reduces risk of consultant conflicts; Mapes joins P&C post-annual meeting.
Shareholder signals: Say-on-pay support ~97% in 2024 indicates broad investor confidence in AOS pay practices and oversight.
RED FLAGS: None disclosed specific to Mapes—no related-party transactions, no hedging/pledging, no attendance issues, and committee independence affirmed. Broader governance consideration: dual-class structure with Smith Family Voting Trust control; Board requests investors consider historical benefits and notes non-use of controlled company exemptions.