Ilham Kadri

About Ilham Kadri

Dr. Ilham Kadri, age 56, has served on A. O. Smith’s Board since 2016 and is classified as an independent director under NYSE rules . She is CEO and a director of Syensqo S.A., having led the Solvay split in December 2023; previously she was CEO of Solvay (2019–2023), CEO of Diversey (2017–2018), and held senior roles at Sealed Air (2013–2017) and Dow Chemical (2007–2012) . Kadri holds a master’s in physics and chemistry and a doctorate in polymer physics and chemistry, bringing deep technical credentials in manufacturing, R&D, sustainability, and water technology .

Past Roles

Organization	Role	Tenure	Committees/Impact
Solvay S.A.	Chief Executive Officer	2019–2023	“Profoundly transformed” company; nearly doubled returns; 18 consecutive quarters of positive free cash flow; double-digit bottom-line growth; emissions cut beyond Paris Agreement benchmark
Diversey, Inc.	President & CEO	2017–2018	Led spin-off from Sealed Air and sale to Bain; launched Internet of Clean digital strategy
Sealed Air Corporation	VP; President of Diversey division	2013–2017	Led SEE’s digital strategy; division leadership
Dow Chemical Company	General Manager, Advanced Materials (MEA & Europe); Commercial Director, Dow Water & Process Solutions	2007–2012	Leadership across water desalination/purification technologies and regional P&L

External Roles

Organization	Role	Tenure	Committees
Syensqo S.A.	Chief Executive Officer and Director	Dec 2023–present	Board director (company split from Solvay)
L’Oréal S.A.	Director	Ongoing	Audit Committee member

Board Governance

Committee assignments: Personnel and Compensation; Nominating and Governance (not a chair) .
Independence: Board determined Kadri meets NYSE independence requirements .
Attendance: In 2024 the Board held 5 regular meetings and committees held 18; all directors attended all Board and committee meetings with the sole exception of one director who missed part of one meeting due to an unavoidable business conflict (director not named) .
Executive sessions: Nonmanagement directors met in executive session five times in 2024; Presiding Director is Ronald D. Brown (April 2024–April 2026) .
Controlled company context: Despite qualifying as a “controlled company,” AOS does not use the NYSE controlled-company exemptions; all three standing committees are fully independent .

Fixed Compensation

Element	2024 Amount	2025 Amount (effective Apr 8, 2025)
Board Cash Retainer	$103,500	$103,500
Board Equity Retainer (Common Stock)	$140,000	$150,000
Committee Chair Cash Retainers (if chair)	Audit: $20,000; PCC: $15,000; NGC: $15,000	Audit: $25,000; PCC: $20,000; NGC: $20,000

Director	Fees Earned/Paid in Cash ($)	Stock Awards ($)	Total ($)
Ilham Kadri	$103,500	$140,064 (1,626 shares at $86.14 grant-date price)	$243,564

Notes:

No perquisites >$10,000; directors reimbursed for actual meeting expenses .
Some directors defer stock via the Non-qualified Deferred Compensation Plan; Kadri not listed among deferred holders in 2024 .

Performance Compensation

AOS director compensation has no performance-based components; equity is granted as an annual stock retainer without performance conditions .
Executive compensation metrics (context): Company uses EBIT and net sales for annual incentive plans; ROIC, Return on Equity, and ESG targets (water savings/landfill diversion) for long-term incentives—these apply to executives, not directors .

Other Directorships & Interlocks

External Entity	Relationship to AOS	Potential Interlock/Transaction
L’Oréal S.A.	External public board; Audit Committee membership	No related-party transactions disclosed involving Kadri
Syensqo S.A.	CEO and Director	No related-party transactions disclosed involving Kadri

The Nominating & Governance Committee reviews related-party transactions annually; none above SEC thresholds were identified, and independence was affirmed for directors (specific relationships were assessed for other directors; none disclosed for Kadri) .

Expertise & Qualifications

Technical: Chemical engineer; advanced degrees in physics/chemistry and polymer physics/chemistry .
Thematic strengths: Sustainability, water technology, manufacturing, R&D, digital/e-commerce, cybersecurity, and complex global operations .
Board competencies: CEO experience, international leadership across Europe, U.S., Middle East, and Africa; M&A/divestitures/IPO execution .

Equity Ownership

Holder	Class A Common	Common Stock	RSUs	Options Exercisable within 60 days	% of Common Stock
Ilham Kadri	0	18,849	0	0	<1% (“*”)

Director stock ownership guideline: 5x annual cash retainer; all directors meet requirement (including Kadri) .
Hedging/pledging prohibition applies to all directors and officers .

Governance Assessment

Board effectiveness: Kadri contributes relevant domain expertise in water technology, sustainability, and global operations, aligned with AOS’s strategic focus; she participates on both Compensation and Nominating/Governance committees, supporting pay structures, independence review, ESG oversight, and board refreshment .
Independence and conflicts: Board has affirmed Kadri’s independence; annual related-party reviews noted no transactions tied to her roles at Syensqo or L’Oréal; policy framework includes robust conflict review and no controlled-company exemptions utilized for committee independence .
Attendance and engagement: Near-perfect board/committee attendance across directors (one partial absence by another director); five executive sessions underscore active independent oversight; Presiding Director rotates biannually .
Compensation alignment: Director pay mix emphasizes equity retainer, increased for 2025, enhancing ownership alignment; strict ownership guidelines and ban on hedging/pledging reinforce investor alignment .
Compensation committee practices: Independent consultant (WTW) engaged; NGC evaluates consultant independence; detailed fee transparency; clawback policy extends beyond SEC/NYSE minimums—positive governance signals .
Say-on-pay context: 97% approval in 2024 supports broader investor confidence in AOS’s pay practices (executive-focused, not director-specific) .

Risk indicators and red flags:

No disclosed related-party transactions involving Kadri; no hedging/pledging permitted; no attendance issues flagged; committee independence intact .
Multi-board/CEO workload: Kadri serves as CEO at Syensqo and director at L’Oréal and AOS; while not a red flag per se, time commitments warrant ongoing monitoring; current attendance record and independence determination mitigate concerns .