Mark Smith

About Mark D. Smith

Independent Class A director since 2001; age 63. Retired product business manager at Strattec Security Corporation (1997–2019). Appointed a trustee of the Smith Family Voting Trust in 2019, which holds a controlling position in A. O. Smith; the Board has determined his trustee role does not impair independence under NYSE rules .

Past Roles

Organization	Role	Tenure	Committees/Impact
Strattec Security Corporation	Product Business Manager	1997–2019	Managed manufacturing operations and key customer relationships; relevant to AOS board oversight

External Roles

Organization	Role	Tenure	Notes
Smith Family Voting Trust	Trustee	Appointed 2019	Trust controls Class A voting; Board reaffirmed independence despite trustee/beneficiary status

No other public-company directorships disclosed for Mark D. Smith .

Board Governance

Committee assignments: Personnel and Compensation (member); Nominating and Governance (member) .
Committee chairs: Not a chair; PCC chaired by Ronald D. Brown; NGC chaired by Victoria M. Holt .
Independence: Board determined Mark D. Smith is independent under NYSE rules despite Voting Trust trustee/beneficiary status .
Attendance: In 2024 the Board held 5 regular meetings and committee meetings totaled 18; all directors attended all Board and committee meetings, with one director having a partial conflict at one meeting; all continuing directors attended the 2024 Annual Meeting .
Executive sessions: Nonmanagement directors met in executive session at each regular meeting (five times in 2024); Presiding Director role held by PCC chair (Ronald D. Brown) for 2024–2026 .
Controlled company status: AOS qualifies as a “controlled company” under NYSE rules given Smith Family Voting Trust’s voting power, but the Board does not use controlled company exemptions; committees comprised solely of independent directors .

Fixed Compensation

Element	Amount	Period/Effective Date	Notes
Board Cash Retainer	$103,500	2024	Nonemployee director cash retainer
Committee Chair Retainers	N/A	2024	Not a chair; Audit $20,000, PCC $15,000, NGC $15,000 for 2024
Presiding Independent Director Retainer	N/A	2024	Role held by Ronald D. Brown, not Mark D. Smith
Board Equity Retainer	$140,000	2024	Paid in Common Stock upon election to Board
Total 2024 Director Compensation (Mark D. Smith)	$243,564 (cash $103,500; stock $140,064)	2024	Stock award reflects grant-date fair value

Element	2024 Amount	2025 Amount (effective Apr 8, 2025)
Board Cash Retainer	$103,500	$103,500
Board Equity Retainer	$140,000	$150,000
Audit Chair Retainer	$20,000	$25,000
PCC Chair Retainer	$15,000	$20,000
NGC Chair Retainer	$15,000	$20,000
Presiding Independent Director Retainer	$30,000	$30,000

Structure: Nonemployee directors receive cash and shares of Common Stock; management directors receive no board pay .
Meeting fees and perquisites: No meeting fees disclosed; directors reimbursed for expenses; no perquisites >$10,000 .

Performance Compensation

Grant Type	Grant Date	Shares/Units	Price/Fair Value	Vesting/Terms
Annual Stock Award (Common Stock)	Apr 9, 2024	1,626 shares	$86.14 per share; $140,064 grant-date FV	Paid as shares upon election; deferral optional via Deferred Compensation Plan

Directors do not receive options or performance stock awards; equity compensation is retainer stock issued in Common Stock; no director option grants in 2024 .

Other Directorships & Interlocks

Company	Role	Committees	Interlock/Exposure
None disclosed	—	—	—

Related-party/Interlocks: Voting Trust trustee status reviewed; Board concluded independence is not impaired; no related-party transactions above SEC thresholds; procedure requires NGC approval for any such transactions .

Expertise & Qualifications

Manufacturing operations leadership and customer relationship management experience from Strattec; familiarity with AOS history and culture; long-term strategic/tactical understanding .
Financial literacy: Board reviewed and determined all directors are financially literate under NYSE rules .

Equity Ownership

Holder	Class A Shares	% of Class A	Common Shares	RSUs	Options (exercisable within 60 days)	% of Common
Mark D. Smith	274,452	1.06%	131,903	0	0	<1%

Common stock breakdown: Includes 8,956 shares held by spouse; 6,773 shares via revocable family trust; 116,174 shares held directly by Mark D. Smith .
Director ownership guideline: 5× cash retainer; all directors have met the requirement .
Hedging and pledging: Company prohibits directors, officers, employees from hedging or pledging AOS securities .

Say‑on‑Pay & Shareholder Feedback

Proposal	For	Against	Abstain	Broker Non‑Votes
Advisory vote on NEO compensation (2025 AGM)	33,247,046	1,993,686	14,909	682,742

Director elections (Class A slate): Mark D. Smith received 25,322,445 “For” votes; zero withholds or broker non‑votes (Class A) .

Compensation Committee Analysis

PCC composition: Independent directors only; includes Mark D. Smith (member) .
Consultant independence: Willis Towers Watson (WTW) advises PCC; NGC reviewed independence and PCC concluded no conflicts; fees for executive/director comp advisory disclosed; consultant separation maintained within WTW .
Clawback policy: Company-wide recoupment policy compliant with SEC/NYSE, applies broadly to incentive awards (primarily executive-focused) .

Governance Assessment

Strengths: Independent committee membership; high board/committee attendance; formal related‑party review; prohibition on hedging/pledging; robust executive sessions; strong say‑on‑pay support in 2025 AGM .
Alignment: Significant family ownership via Voting Trust; Board explicitly does not use controlled company exemptions, maintaining independent committees; representation of Mark D. Smith aligns largest stockholder with Board oversight .
Potential RED FLAGS:
- Dual‑class structure and controlled company status may concern some investors even though exemptions are not utilized .
- Trustee/beneficiary role in Voting Trust could present perceived conflicts; Board’s independence reaffirmation mitigates risk .
Signals for investors: Director compensation mix is standard (cash + stock retainer) with modest equity retainer increase in 2025; no director options or performance equity that could misalign risk; director stock ownership guidelines enforced and met, supporting alignment .

Overall, Mark D. Smith’s board role emphasizes alignment with long‑term family shareholders, balanced by committee independence and strong attendance. Watch the dual‑class dynamic and any future related‑party disclosures; current filings show no material related‑party transactions and independence affirmed .