Victoria Holt

About Victoria Holt

Independent Class A director since 2021 (age 67); retired President & CEO of Proto Labs (2014–2021) with prior CEO role at Spartech (2010–2013) and senior leadership at PPG (2003–2010). She chairs AOS’s Nominating & Governance Committee and serves on the Personnel & Compensation Committee; the Board has determined she meets NYSE independence requirements. Holt has cybersecurity oversight credentials (NACD Cyber Risk Oversight Program and CERT Certificate).

Past Roles

Organization	Role	Tenure	Committees/Impact
Proto Labs, Inc.	President & Chief Executive Officer; Director	2014–2021	Served on company board; led growth-oriented public company; cybersecurity experience noted
Spartech Corporation	President & Chief Executive Officer	2010–2013	Led company until sale to PolyOne in 2013
PPG Industries, Inc.	Senior Vice President, Glass & Fiberglass	2003–2010	Senior leadership in coatings/specialty products

External Roles

Company	Role	Tenure	Committees
Waste Management, Inc.	Director	Current	Audit; Nominating & Governance
Piper Sandler Companies	Director	Current	Audit; Compensation
Watlow Electric Manufacturing Company	Independent Director	Until Jan 2021	— (directorship ended upon sale to Tinicum)

Board Governance

Committee assignments: Chair, Nominating & Governance; Member, Personnel & Compensation (proposed 2025 membership unchanged in structure) .
Independence and interlocks: Board evaluated Holt’s role at Waste Management (AOS purchases services at arm’s-length); determined the relationship is not material and does not affect independence .
Attendance and engagement: In 2024, Board held 5 regular meetings; standing committees held 18 (including 2 special). All directors attended all Board/Committee meetings; one director had an unavoidable conflict with part of one meeting. Executive sessions of nonmanagement directors occurred five times in 2024 .
Presiding Independent Director: Role rotates among committee chairs every two years; Ronald D. Brown serving April 2024–April 2026 .

Committee Activity (2024)

Committee	Holt’s Role	2024 Meetings	Notes
Nominating & Governance	Chair	5 (incl. 2 special)	Oversees director independence, board composition, ESG oversight, director pay recommendations
Personnel & Compensation	Member	4	Oversees executive pay, plan design, succession, clawback policy

Fixed Compensation

Metric	2024 Amount ($)	Notes
Fees Earned or Paid in Cash	118,500	Board cash retainer $103,500 + NGC chair retainer $15,000 (2024 schedule)
Stock Awards (grant-date fair value)	140,064	1,626 shares @ $86.14 on Apr 9, 2024; paid as common stock, may be deferred
Option Awards	—	No director option awards
Total	258,564	Sum of cash + stock award
Perquisites	None ≥$10,000 (company disclosure)	Directors reimbursed for actual meeting expenses

Performance Compensation

Structure: Nonemployee directors receive fixed cash retainers and equity retainers; no annual bonus, no PSUs/options for directors, and no performance metrics tied to director pay .
2025 changes (effective Apr 8, 2025): Equity retainer increased; chair retainers increased.

Pay Element	2024 Amount	2025 Amount
Board Cash Retainer	$103,500	$103,500
Board Equity Retainer	$140,000	$150,000
Audit Chair Retainer	$20,000	$25,000
Personnel & Compensation Chair Retainer	$15,000	$20,000
Nominating & Governance Chair Retainer	$15,000	$20,000
Presiding Independent Director Retainer	$30,000	$30,000

Other Directorships & Interlocks

External Company	Relationship to AOS	Independence Conclusion
Waste Management, Inc.	AOS purchases services/supplies in arm’s-length transactions	Not material; does not affect Holt’s independence
Piper Sandler Companies	No AOS transaction disclosed	No related party transactions above SEC threshold; independence maintained

Expertise & Qualifications

Former CEO with manufacturing/operations expertise; experience leading growth-oriented public companies .
Cybersecurity oversight credentials (NACD Cyber Risk Oversight; CERT Certificate) support risk governance competence .
Board-level ESG oversight: as NGC Chair, oversees progress/milestones of AOS’s ESG program .

Equity Ownership

Metric (as of Dec 31, 2024)	Amount
Class A Common Stock	0
Common Stock	10
Restricted Stock Units (director stock deferred)	8,296
Options exercisable within 60 days	0
Percent of Common Stock outstanding	<1% (“*” per table)
Deferred stock (cumulative)	Holt has deferred receipt of 8,296 shares until separation from service
Director stock ownership guideline	5× cash retainer; all directors have met requirement
Hedging/pledging	Prohibited for directors, officers, employees

Governance Assessment

Committee leadership: Holt chairs NGC and sits on PCC—positions central to board refreshment, independence oversight, director pay setting, and ESG governance; signals strong influence on governance quality .
Independence and conflicts: WM interlock reviewed; transactions deemed immaterial and not impacting independence; no other related-party transactions above SEC threshold—low conflict risk .
Engagement: 2024 Board/committee cadence (5 board; 18 committee) with near-universal director attendance and five executive sessions supports board effectiveness; no indication Holt was the exception .
Alignment: Director equity retainer and Holt’s deferral of shares, coupled with 5× retainer ownership guideline met by all directors, reinforce skin-in-the-game; 2025 equity retainer increase further aligns director incentives with shareholders .
Controlled company context: Despite dual-class control by Smith Family Voting Trust, AOS does not use NYSE “controlled company” exemptions; committees are fully independent—a positive governance signal .
Pay governance rigor: PCC uses independent consultant WTW; NGC evaluates consultant independence; fees disclosed—process reduces consultant conflicts .
Investor feedback: Say-on-pay approval ~97% at 2024 meeting indicates strong investor support for compensation practices (context for PCC where Holt serves) .
Red flags: None identified specific to Holt—no perquisites ≥$10k; hedging/pledging prohibited; no material related-party transactions—ongoing monitoring via NGC procedures .