Kevin Wheeler

About Kevin Wheeler

Kevin J. Wheeler (65) is an independent director of Graco Inc. and Chairman, President and CEO of A. O. Smith Corporation; he joined A. O. Smith in 1994 and has served as a Graco director since February 2020, bringing extensive sales, manufacturing, and international experience . He is designated independent under NYSE rules, with no material business relationship with Graco beyond his board service and shareholdings .

Past Roles

External Roles

Board Governance

• Independence: The board determined Wheeler is independent; only the CEO is non-independent .
• Committee memberships: Governance Committee member; Management Organization & Compensation Committee (MOCC) member .
• Committee meeting cadence: Governance (3 meetings in FY2024); MOCC (3 meetings in FY2024) .
• Board attendance: Board met five times in 2024; average attendance 97.8% and every director attended ≥75% of meetings; all directors attended the 2024 Annual Meeting .
• Board leadership: Independent Chair (J. Kevin Gilligan) presides over executive sessions; separated Chair and CEO roles .

Fixed Compensation

Director compensation election mechanics:

• Non-employee directors can take retainers in shares or defer them; deferred stock accounts are credited with dividend equivalents in additional deferred shares .

2024 Wheeler Compensation (as reported):

Performance Compensation

Graco uses stock options as the sole equity vehicle for directors; options vest 25% annually over four years, have 10-year terms, and are granted at fair market value (prior day’s closing price per Plan) .

Program design:

• Graco targets director retainers near median and equity options near 75th percentile (no changes proposed for 2025) .

Other Directorships & Interlocks

Expertise & Qualifications

• Global manufacturing and operations leadership; deep P&L experience across regions (Europe, Asia, North America) .
• Public company executive and board leadership, aligning with Graco’s industrial profile .
• Governance expertise via membership on Governance and MOCC committees .

Equity Ownership

• Share ownership guideline: Directors must own ~5× annual retainers; directors have five years from appointment; all directors with ≥5 years of service exceed the guideline (general disclosure) .
• Pledging/hedging: Prohibited; no director or executive hedged or pledged shares in 2024 .

Say-on-Pay & Shareholder Feedback

• Prior outcomes referenced in proxy: 2024 say‑on‑pay support 89.6%; 2023 support 89.7% .

Governance Assessment

• Independence and attendance: Wheeler is independent; board and committees maintained strong attendance in 2024 (average 97.8%) .
• Committee roles: Governance and MOCC memberships position Wheeler in key oversight areas (board composition, director pay, executive comp, succession, clawbacks), enhancing board effectiveness but heightening the need to manage conflicts .
• Compensation alignment: Director pay emphasizes equity via options, linking value to TSR; Wheeler elected to defer retainers, increasing long-term alignment; no hedging/pledging permitted and none occurred in 2024 .
• Ownership: Wheeler’s reported beneficial ownership primarily reflects exercisable options with a meaningful deferred stock balance; guidelines count deferred stock toward ownership, but options do not; general disclosure indicates long-tenured directors meet/exceed guidelines .

RED FLAGS and monitoring items

• Interlock/benchmarking optics: Wheeler is CEO and Chairman of A. O. Smith, which appears in Graco’s compensation peer group; he sits on Graco’s MOCC overseeing executive pay—monitor committee processes, consultant independence, and peer usage to mitigate perceived conflicts .
• Concentration in options: Director equity is solely options (no RSUs/PSUs), which increases leverage to share price but lacks explicit multi-factor performance metrics; ensure exercise/vesting timings are robustly governed to avoid timing concerns (Graco discloses grant timing practices) .

Related Party Transactions

• Policy: Graco maintains a Related Person Transaction Approval Policy; no specific related party transactions involving Wheeler are disclosed in the 2025 proxy .

Committee Structure Notes (MOCC/Compensation Oversight)

• MOCC utilizes an independent compensation consultant (Willis Towers Watson); assessed independence with no conflicts; oversees incentive design, clawbacks, and executive succession planning .
• Clawbacks: SEC/NYSE-compliant incentive compensation recovery policy (restatements) and misconduct recoupment (three-year look-back) .

Director Compensation Program Stability

• 2025 decision: Governance Committee concluded director retainer and equity compensation were approximately at the median; no changes proposed for 2025 .

Board & Share Data Context

• Outstanding shares: 168,136,428 as of Feb 24, 2025 .
• Wheeler’s beneficial position is less than 1% of outstanding shares per proxy format; directors’ percentage is not shown when <1% .

Appendices

Committee Assignments (as of record date)

Director Option Holdings at FY 2024

Deferred Stock Account (Director)