Lois Martin

About Lois Martin

Independent director at A. O. Smith (AOS) since 2024; age 62. Currently Chief Financial Officer of Mortenson Companies, Inc. (a ~$6B privately held conglomerate) with 30+ years of financial leadership across public and private companies. Determined independent by the Board and designated an SEC “audit committee financial expert.”

Past Roles

Organization	Role	Tenure	Committees/Impact
Mortenson Companies, Inc.	Chief Financial Officer	2017–present	CFO of diversified development/real estate/private equity/construction businesses (~$6B)
Ceridian Corporation	EVP & CFO	2012–2017	Led finance at HCM/software provider
Capella University	CFO	2004–2008	Higher-education finance leadership
World Data Products	EVP & CFO	2002–2004	Technology hardware/services finance
Deluxe Corporation	SVP & CFO (also executive roles since 1993)	2000–2001 (at Deluxe since 1993)	Public company finance; multiple executive positions
PricewaterhouseCoopers LLP	Auditor	Early career	Public accounting foundation

External Roles

Company	Role	Tenure	Committees
Donnelley Financial Solutions, Inc.	Director	2016–present	Audit Committee Chair
Raven Industries, Inc.	Director	2018–2021	Board service
ADC Telecommunications	Director	2004–2010	Board service
MTS Systems	Director	2006–2010	Board service

Board Governance

Committee assignments: Member, Audit Committee; Board determined she qualifies as an audit committee financial expert .
Independence: Board determined Lois Martin meets NYSE independence requirements .
Attendance: In 2024 the Board held 5 regular meetings and committees held 18; all directors attended all Board/committee meetings except one director who had an unavoidable conflict with part of one meeting .
Executive sessions: Nonmanagement directors met in executive session 5 times in 2024; presided by the rotating Presiding Director (Ronald D. Brown, April 2024–April 2026) .
Governance posture: AOS is a NYSE “controlled company” due to the Smith Family Voting Trust but does not use controlled-company exemptions; all key committees are fully independent .

Fixed Compensation

Element	FY2024 Value	Notes
Cash retainer	$77,625	Pro-rated fees earned in 2024; standard annual board cash retainer is $103,500
Equity retainer (Common Stock)	$140,064	1,626 shares granted on April 9, 2024 at $86.14 per share (grant-date value)
Total FY2024	$217,689	Sum of cash + equity; no options, meeting fees not listed in program
FY2025 structural changes	Equity retainer ↑ to $150,000; Chair retainers ↑ (Audit $25k, PCC/Nominating $20k); Cash retainer unchanged at $103,500 (effective April 8, 2025)

Performance Compensation

Director compensation consists of cash and time-based equity; no performance-linked director pay metrics are disclosed for nonemployee directors .

Performance Metric	Weight	Target	Payout Curve
Not applicable for directors	N/A	N/A	N/A

Other Directorships & Interlocks

Current public boards: Donnelley Financial Solutions (Audit Chair) .
No related-party transactions involving Lois Martin disclosed; Nominating & Governance Committee found no material relationships affecting independence beyond specified directors (Holt, Peace) .
Hedging/pledging prohibited for all directors (policy-level control) .

Expertise & Qualifications

Deep public-company CFO experience across HCM/software, education, technology hardware, and manufacturing; early-career audit background (PwC) .
Designated audit committee financial expert by AOS Board; financial literacy affirmed for all directors .

Equity Ownership

Holder	Common Shares	Restricted Stock Units	Options Exercisable (60 days)	% of Common
Lois M. Martin	1,626	0	0	<1%

Ownership guidelines: Directors must hold AOS common stock valued at 5x prior-year cash retainer within 5 years of election; proxy states all directors have met this requirement .
Pledging/hedging: Prohibited by policy .

Governance Assessment

Positive signals: Independent director; Audit Committee membership and “audit committee financial expert” designation; strong attendance culture; executive sessions conducted regularly; independent committees despite controlled company status .
Alignment: Equity retainer awarded annually in common stock; stock ownership guideline (5x cash retainer within 5 years) in place; proxy indicates compliance across directors .
Compensation structure: Simple and market-benchmarked director program; FY2025 increases to equity and chair retainers reflect benchmarking via WTW; no options issued to directors .
Conflicts/related-party: No related-party transactions involving Martin disclosed; Board reviewed potential relationships and found none material for independence (reviews focused on other directors) .
Say-on-pay context (signals on pay governance): NEO compensation received ~97% approval in 2024 and ~95% in 2023 advisory votes, indicating strong shareholder support .

RED FLAGS: None specific to Lois Martin disclosed. Structural consideration: AOS is a controlled company via the Smith Family Voting Trust (dual class), though the Board does not use NYSE controlled-company exemptions and maintains fully independent committees .