Todd Fister

About Todd W. Fister

Todd W. Fister, age 50, is an independent director of A. O. Smith (AOS) since 2024 and serves on the Audit Committee; he is designated an “audit committee financial expert” under SEC rules. Fister is the Chief Financial Officer of Owens Corning (appointed September 2023) with prior operating leadership roles, bringing deep financial, operational, and global experience relevant to board oversight .

Past Roles

Organization	Role	Tenure	Committees/Impact
Owens Corning	Chief Financial Officer	Sep 2023–present	Executive Committee member at OC
Owens Corning	President, Insulation segment	2019–2023	Led insulation segment operations globally
Owens Corning	VP Global Insulation & Strategy; Managing Director Foamglas & European Insulation	Approx. 2014–2019 (joined OC in 2014)	Strategy and international leadership
MeadWestvaco	Various roles of increasing responsibility	Seven years prior to 2014	Financial/operational experience

External Roles

Company	Role	Tenure	Committees/Impact
None disclosed (public company boards)	—	—	No external public directorships disclosed in AOS proxy

Board Governance

Category	Detail	Evidence
Independence	Board determined Fister is independent under NYSE rules
Committee Assignments	Audit Committee member (proposed 2025 membership: Fister, Larsen (Chair), Martin, Peace)
Financial Expert	Qualified as Audit Committee Financial Expert (SEC definition)
Board Tenure	Director since 2024
Board Meetings	5 regular Board meetings in 2024; 18 committee meetings
Attendance	Company disclosed all directors attended all Board/committee meetings in 2024, except one director with partial conflict (not named)
Audit Committee Activity	Audit Committee held 9 meetings in 2024
Executive Sessions	Nonmanagement directors met in executive session five times in 2024; Presiding Director (Apr 2024–Apr 2026): Ronald D. Brown
Controlled Company	AOS qualifies as “controlled company” under NYSE due to Smith Family Voting Trust, but does not use exemptions; all key committees comprised of independent directors

Fixed Compensation

Nonemployee director compensation program and Fister’s 2024 actuals:

Pay 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 Retainer – Audit	$20,000	$25,000
Committee Chair Cash Retainer – Compensation	$15,000	$20,000
Committee Chair Cash Retainer – Nominating/Governance	$15,000	$20,000
Presiding Independent Director Cash Retainer	$30,000	$30,000

Director	Fees Earned (Cash)	Stock Awards (Grant-Date Fair Value)	Total
Todd W. Fister	$77,625	$140,064	$217,689

Notes:

2024 equity award paid as Common Stock; grant on April 9, 2024 was 1,626 shares valued at $86.14 per share (adjusted average high/low), rounded to whole shares .
Meeting fees are not paid; cash retainers are paid quarterly .

Performance Compensation

Directors receive annual equity grants (Common Stock) as part of retainer; no performance metrics or vesting schedules apply to director equity (unless deferred by the director). Fister’s 2024 grant details:

Grant Date	Instrument	Shares	Grant-Date Fair Value	Vesting/Deferral
Apr 9, 2024	Common Stock grant	1,626	$140,064	Not listed among deferred elections; award made in stock upon election

Other Directorships & Interlocks

No other public company directorships disclosed for Fister in AOS proxy .
Related party transactions review: Nominating & Governance Committee reported no related party transactions above SEC reporting thresholds; specific independence exceptions assessed did not involve Fister .

Expertise & Qualifications

Audit committee financial expert; seasoned CFO with global financial, operational, and strategic experience at Fortune 500 scale .
Financial literacy across Board; Audit Committee composition entirely independent .
Experience brings customer and global perspective; strengthens audit and ERM oversight .

Equity Ownership

Holder	Common Shares	RSUs (Director)	Options Exercisable	% of Common Stock	Evidence
Todd W. Fister	1,626	0	0	<1%

Additional alignment and policies:

Director stock ownership guideline: 5x last-year cash retainer; company states all directors have met the requirement; new directors must comply within five years .
Hedging and pledging of company securities prohibited for directors/officers/employees .
Insider Trading Compliance Policy in place .

Governance Assessment

Board effectiveness: Fister strengthens Audit oversight as an SEC-designated financial expert; Audit Committee met 9 times in 2024, indicating active financial risk oversight . Overall attendance was strong across the Board with only one partial exception not attributed to Fister .
Independence/conflicts: Fister is independent; the company reports no related party transactions and applies NYSE independence standards without relying on “controlled company” exemptions, despite dual-class voting control by the Smith Family Voting Trust .
Compensation alignment: Director pay is balanced (cash plus equity retainer), with moderate equity exposure; Fister’s 2024 compensation totaled $217,689, including 1,626 shares issued as the annual stock retainer, supporting alignment without performance-based risks for directors .
Shareholder signals: AOS received approximately 97% approval on the 2024 say-on-pay vote, reflecting broad investor support for compensation governance; the PCC uses Willis Towers Watson and documents independence/conflict checks for consultants .
Risk controls: Robust clawback policy exceeding SEC/NYSE (global application; misconduct-based recovery); explicit prohibition on hedging/pledging; structured ERM oversight at Board and committee levels—positives for investor confidence .

Red Flags to monitor:

Dual-class “controlled company” structure (mitigated by not using exemptions and independent committee composition) .
No director-specific performance metrics/ownership shortfall disclosed; company asserts directors meet ownership guideline—continue to track Fister’s progression given his 2024 holdings and the five-year compliance window .