Companies Smith A O Corp
Smith A O (AOS): executive pay, fiscal 2025
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CEO pay, last three years
- $5,586,236FY2024
- $4,960,450FY2025
CEO total pay was $4,960,450 in fiscal 2025, down from $5,586,236 in fiscal 2024.
FY2025: salary $965,750 · bonus $0 · stock awards $2,678,044 · option awards $0
Executives and directors
Frequently asked questions
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Kevin Wheeler | $1,079,500 | $0 | $3,682,036 | $0 | $3,396,000 | $0 | $338,293 | $8,495,829 |
| Executive Chairman | ||||||||
| Stephen Shafer | 965,750 | 0 | 2,678,044 | 0 | 1,068,000 | 0 | 248,656 | 4,960,450 |
| President and Chief Executive Officer | ||||||||
| James Stern | 668,600 | 0 | 698,611 | 0 | 855,000 | 523,471 | 119,179 | 2,864,861 |
| Executive Vice President, Corporate Development, Strategy, and Secretary | ||||||||
| Charles Lauber | 673,800 | 0 | 942,617 | 0 | 1,073,000 | 0 | 137,924 | 2,827,341 |
| Executive Vice President and Chief Financial Officer | ||||||||
| Ming Cheng | 230,307 | 100,000 | 1,762,511 | 0 | 136,000 | 0 | 255,773 | 2,484,591 |
| Senior Vice President and Chief Technology Officer | ||||||||
| Christopher Howe | 109,754 | 0 | 1,587,287 | 0 | 65,000 | 0 | 11,499 | 1,773,540 |
| Senior Vice President and Chief Digital Information Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Kevin Wheeler | $8,495,829 | $7,666,172 | $8,756,656 | ↑ +829,657 |
| Stephen Shafer | 4,960,450 | 5,586,236 | — | ↓ −625,786 |
| James Stern | 2,864,861 | 2,243,398 | 2,985,116 | ↑ +621,463 |
| Charles Lauber | 2,827,341 | 2,510,606 | 2,937,239 | ↑ +316,735 |
| Ming Cheng | 2,484,591 | — | — | — |
| Christopher Howe | 1,773,540 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
We believe that effective executive compensation programs are critical to our long-term success. We have developed compensation programs with the following objectives: attracting and retaining world-class executives through a total compensation opportunity that is competitive within the various markets in which we compete for talent; encouraging a pay-for-performance mentality by directly relating variable compensation elements to the achievement of financial and strategic objectives without encouraging undue risk-taking; and promoting a direct relationship between executive compensation and our stockholder interests.
| CEO STI target (% of salary) | 125% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Willis Towers Watson (WTW) |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | True |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2025
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| James Stern | PSU | 2025-02-10 | 0 | 2,460 | — | 3,690 | $161,142 |
| Charles Lauber | RSU | 2025-02-10 | — | — | 11,070 | — | 725,140 |
| James Stern | RSU | 2025-02-10 | — | — | 8,205 | — | 537,469 |
| Ming Cheng | RSU | 2025-07-07 | — | — | 25,375 | — | 1,725,119 |
| Charles Lauber | PSU | 2025-02-10 | 0 | 3,320 | — | 4,980 | 217,477 |
| Christopher Howe | PSU | 2025-10-08 | 0 | 285 | — | 428 | 20,268 |
| Kevin Wheeler | PSU | 2025-02-10 | 0 | 12,970 | — | 19,455 | 849,600 |
| Stephen Shafer | RSU | 2025-07-01 | — | — | 7,450 | — | 500,007 |
| Stephen Shafer | PSU | 2025-02-10 | 0 | 7,145 | — | 10,718 | 468,033 |
| Ming Cheng | PSU | 2025-07-07 | 0 | 550 | — | 825 | 37,392 |
| Kevin Wheeler | RSU | 2025-02-10 | — | — | 43,240 | — | 2,832,436 |
| Stephen Shafer | PSU | 2025-07-01 | 0 | 2,235 | — | 3,353 | 150,002 |
| Stephen Shafer | RSU | 2025-02-10 | — | — | 23,815 | — | 1,560,002 |
| Christopher Howe | RSU | 2025-10-08 | — | — | 22,035 | — | 1,567,019 |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| James Stern | $537,469 | $161,142 | $0 | 23.1% |
| Charles Lauber | 725,140 | 217,477 | 0 | 23.1% |
| Ming Cheng | 1,725,119 | 37,392 | 0 | 2.1% |
| Christopher Howe | 1,567,019 | 20,268 | 0 | 1.3% |
| Kevin Wheeler | 2,832,436 | 849,600 | 0 | 23.1% |
| Stephen Shafer | 2,060,009 | 618,035 | 0 | 23.1% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Christopher Howe | PSU | 285 | — | $19,061 |
| Ming Cheng | PSU | 550 | — | 36,784 |
| James Stern | PSU | 1,890 | — | 126,403 |
| James Stern | PSU | 2,055 | — | 137,438 |
| Stephen Shafer | RSU | 2,235 | — | 149,477 |
| James Stern | PSU | 2,460 | — | 164,525 |
| Charles Lauber | PSU | 2,545 | — | 170,210 |
| Charles Lauber | PSU | 2,835 | — | 189,605 |
| Charles Lauber | PSU | 3,320 | — | 222,042 |
| Stephen Shafer | RSU | 5,200 | — | 347,776 |
| James Stern | RSU | 6,295 | — | 421,010 |
| James Stern | RSU | 6,850 | — | 458,128 |
| Stephen Shafer | RSU | 7,145 | — | 477,858 |
| Stephen Shafer | PSU | 7,450 | — | 498,256 |
| James Stern | RSU | 8,205 | — | 548,750 |
| Charles Lauber | RSU | 8,485 | — | 567,477 |
| Charles Lauber | RSU | 9,460 | — | 632,685 |
| Kevin Wheeler | PSU | 9,905 | — | 662,446 |
| Kevin Wheeler | PSU | 10,815 | — | 723,307 |
| Charles Lauber | RSU | 11,070 | — | 740,362 |
| Kevin Wheeler | PSU | 12,970 | — | 867,434 |
| Christopher Howe | RSU | 22,035 | — | 1,473,701 |
| Stephen Shafer | PSU | 23,815 | — | 1,592,747 |
| Ming Cheng | RSU | 25,375 | — | 1,697,080 |
| Kevin Wheeler | RSU | 33,015 | — | 2,208,043 |
| Kevin Wheeler | RSU | 36,045 | — | 2,410,690 |
| Stephen Shafer | PSU | 40,425 | — | 2,703,624 |
| Kevin Wheeler | RSU | 43,240 | — | 2,891,891 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Ronald D. BrownIndependent · Personnel and Compensation (Chair) · Nominating and Governance · Not standing for re-election | $152,250 | $150,005 | $0 | $0 | $0 | $302,255 |
| Michael M. LarsenIndependent · Audit (Chair) | 127,250 | 150,005 | 0 | 0 | 0 | 277,255 |
| Victoria M. HoltIndependent · Nominating and Governance (Chair) · Personnel and Compensation | 122,250 | 150,005 | 0 | 0 | 0 | 272,255 |
| Dr. Ilham KadriIndependent · Personnel and Compensation · Nominating and Governance | 103,500 | 150,005 | 0 | 0 | 0 | 253,505 |
| Todd W. FisterIndependent · Audit | 103,500 | 150,005 | 0 | 0 | 0 | 253,505 |
| Mark D. SmithIndependent · Personnel and Compensation · Nominating and Governance | 103,500 | 150,005 | 0 | 0 | 0 | 253,505 |
| Christopher L. MapesIndependent · Audit · Personnel and Compensation · Nominating and Governance | 103,500 | 150,005 | 0 | 0 | 0 | 253,505 |
| Lois M. MartinIndependent · Audit | 103,500 | 150,005 | 0 | 0 | 0 | 253,505 |
| Ajita G. RajendraIndependent · Not standing for re-election · Departed during FY | 25,875 | — | 0 | 0 | 0 | 25,875 |
| Aaron W. SaakIndependent · Audit · Newly elected | 0 | 0 | 0 | 0 | 0 | 0 |
| Kevin J. WheelerEmployee director · Board Chair | 0 | 0 | 0 | — | 0 | 0 |
| Stephen M. ShaferEmployee director | 0 | 0 | 0 | — | 0 | 0 |
Board fee structure and ownership guideline
| Annual cash retainer | $103,500 |
|---|---|
| Annual equity retainer | $150,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 25,000 / 20,000 / 20,000 |
| Stock ownership guideline | $5 |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $945,125 |
| Equity awards (grant-date value) | $1,200,040 |
| All other compensation | $0 |
| Total cost of the board | $2,145,165 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names Smith A O as a peer
Companies that benchmark against AOS
29 companies name AOS as a compensation peer
The list of companies that name AOS as a peer is temporarily unavailable — recheck shortly.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Smith A O Corp | 2025 | Stephen Shafer | $965,750 | $2,678,044 | $0 | $1,068,000 | $4,960,450 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-04-13 | 33,953,726 | 814,753 | 251,885 | 96.95% | Passed |
| 2025 | 2025-04-08 | 33,247,046 | 1,993,686 | 14,909 | 94.3% | Passed |
| 2024 | 2024-04-09 | 34,550,676 | 1,202,529 | 16,709 | 96.59% | Passed |
| 2023 | 2023-04-11 | 33,897,467 | 1,944,269 | 16,115 | 94.53% | Passed |
| 2022 | 2022-04-12 | 34,492,886 | 1,535,557 | 12,052 | 95.71% | Passed |
| 2021 | 2021-04-13 | 35,966,040 | 1,129,355 | 93,770 | 96.71% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-04-13 | 96.95%a |
| 2025 | 2025-04-08 | 94.3%b |
| 2024 | 2024-04-09 | 96.59%c |
a. Approved under the standard stated in the filing — “On all such other matters, an abstention will have the same effect as a vote "against" but, because shares held by brokers will not be considered entitled to vote on matters as to which the beneficial owners withhold authority, a broker non-vote will have no effect on the vote.”.
b. Approved under the standard stated in the filing — “On all such other matters, an abstention will have the same effect as a vote "against" but, because shares held by brokers will not be considered entitled to vote on matters as to which the beneficial owners withhold authority, a brok ommon Stock.”.
c. Approved under the standard stated in the filing — “On all such other matters, an abstention will have the same effect as a vote "against" but, because shares held by brokers will not be considered entitled to vote on matters as to which the beneficial owners withhold authority, a brok ck.”.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
CEO pay ratio
| Ratio (CEO : median employee) | 115 : 1 |
|---|---|
| CEO total compensation | $5,157,676 |
| Median employee compensation | $44,976 |
Insider trades since the proxy
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Darrell W. Schuh | SVP; President & GM Lochinvar | 2026-03-04 | D | 1,104 | $74 | $82,126 | Common | Form 4 ↗ |
| Aaron W. Saak | Director | 2026-04-13 | A | 2,262 | 66 | 150,016 | Derivative, Class A Common | Form 4 ↗ |
| Todd W. Fister | Director | 2026-04-13 | A | 2,262 | 66 | 150,016 | Common | Form 4 ↗ |
| Dr. Ilham Kadri | Director | 2026-04-13 | A | 2,262 | 66 | 150,016 | Common | Form 4 ↗ |
| Mark D. Smith | Director | 2026-04-13 | A | 2,262 | 66 | 150,016 | Common | Form 4 ↗ |
| Christopher L. Mapes | Director | 2026-04-13 | A | 2,262 | 66 | 150,016 | Common | Form 4 ↗ |
| Victoria M. Holt | Director | 2026-04-13 | A | 2,262 | 66 | 150,016 | Derivative, Class A Common | Form 4 ↗ |
| Michael M. Larsen | Director | 2026-04-13 | A | 2,262 | 66 | 150,016 | Derivative, Class A Common | Form 4 ↗ |
| Lois M. Martin | Director | 2026-04-13 | A | 2,262 | 66 | 150,016 | Common | Form 4 ↗ |
| Aaron W. Saak | Director | 2026-04-23 | A | 2,296 | 65 | 150,021 | Derivative, Class A Common | Form 4 ↗ |
| Carrie L. Anderson | EVP & CFO | 2026-07-01 | A | 32,060 | 62 | 1,999,903 | Derivative, Class A Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
Sources (51 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Kevin Wheeler. DEF 14A, filed 2026-03-04. Section “Summary Compensation Table” · page 45. As printed: 8,495,829. View filing ↗
- Section 01, Stephen Shafer. DEF 14A, filed 2026-03-04. Section “Summary Compensation Table” · page 45. As printed: 4,960,450. View filing ↗
- Section 01, James Stern. DEF 14A, filed 2026-03-04. Section “Summary Compensation Table” · page 45. As printed: 2,864,861. View filing ↗
- Section 01, Charles Lauber. DEF 14A, filed 2026-03-04. Section “Summary Compensation Table” · page 45. As printed: 2,827,341. View filing ↗
- Section 01, Ming Cheng. DEF 14A, filed 2026-03-04. Section “Summary Compensation Table” · page 45. As printed: 2,484,591. View filing ↗
- Section 01, Christopher Howe. DEF 14A, filed 2026-03-04. Section “Summary Compensation Table” · page 45. As printed: 1,773,540. View filing ↗
- Section 03, James Stern PSU. DEF 14A, filed 2026-03-04. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Charles Lauber RSU. DEF 14A, filed 2026-03-04. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, James Stern RSU. DEF 14A, filed 2026-03-04. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Ming Cheng RSU. DEF 14A, filed 2026-03-04. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Charles Lauber PSU. DEF 14A, filed 2026-03-04. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Christopher Howe PSU. DEF 14A, filed 2026-03-04. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Kevin Wheeler PSU. DEF 14A, filed 2026-03-04. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Stephen Shafer RSU. DEF 14A, filed 2026-03-04. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Stephen Shafer PSU. DEF 14A, filed 2026-03-04. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Ming Cheng PSU. DEF 14A, filed 2026-03-04. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Kevin Wheeler RSU. DEF 14A, filed 2026-03-04. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Stephen Shafer PSU. DEF 14A, filed 2026-03-04. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Stephen Shafer RSU. DEF 14A, filed 2026-03-04. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Christopher Howe RSU. DEF 14A, filed 2026-03-04. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. DEF 14A, filed 2026-03-04. Section “CEO Pay Ratio”. As printed: 115 : 1. View filing ↗
- Section 08, Ronald D. Brown. DEF 14A, filed 2026-03-04. Section “Director Compensation”. As printed: 302,255. View filing ↗
- Section 08, Michael M. Larsen. DEF 14A, filed 2026-03-04. Section “Director Compensation”. As printed: 277,255. View filing ↗
- Section 08, Victoria M. Holt. DEF 14A, filed 2026-03-04. Section “Director Compensation”. As printed: 272,255. View filing ↗
- Section 08, Dr. Ilham Kadri. DEF 14A, filed 2026-03-04. Section “Director Compensation”. As printed: 253,505. View filing ↗
- Section 08, Todd W. Fister. DEF 14A, filed 2026-03-04. Section “Director Compensation”. As printed: 253,505. View filing ↗
- Section 08, Mark D. Smith. DEF 14A, filed 2026-03-04. Section “Director Compensation”. As printed: 253,505. View filing ↗
- Section 08, Christopher L. Mapes. DEF 14A, filed 2026-03-04. Section “Director Compensation”. As printed: 253,505. View filing ↗
- Section 08, Lois M. Martin. DEF 14A, filed 2026-03-04. Section “Director Compensation”. As printed: 253,505. View filing ↗
- Section 08, Ajita G. Rajendra. DEF 14A, filed 2026-03-04. Section “Director Compensation”. As printed: 25,875. View filing ↗
- Section 08, Aaron W. Saak. DEF 14A, filed 2026-03-04. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Kevin J. Wheeler. DEF 14A, filed 2026-03-04. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Stephen M. Shafer. DEF 14A, filed 2026-03-04. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 02, Darrell W. Schuh 2026-03-04. Form 4, filed 2026-03-04. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Aaron W. Saak 2026-04-13. Form 4, filed 2026-04-15. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Todd W. Fister 2026-04-13. Form 4, filed 2026-04-15. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Dr. Ilham Kadri 2026-04-13. Form 4, filed 2026-04-15. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Mark D. Smith 2026-04-13. Form 4, filed 2026-04-15. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Christopher L. Mapes 2026-04-13. Form 4, filed 2026-04-15. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Victoria M. Holt 2026-04-13. Form 4, filed 2026-04-15. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Michael M. Larsen 2026-04-13. Form 4, filed 2026-04-15. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Lois M. Martin 2026-04-13. Form 4, filed 2026-04-15. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Aaron W. Saak 2026-04-23. Form 4, filed 2026-05-01. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Carrie L. Anderson 2026-07-01. Form 4, filed 2026-07-02. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-04-17. Item 5.07 · say-on-pay result. As reported: 96.95% (votes for as printed: 33,953,726). View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-04-14. Item 5.07 · say-on-pay result. As reported: 94.3% (votes for as printed: 33,247,046). View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-04-15. Item 5.07 · say-on-pay result. As reported: 96.59% (votes for as printed: 34,550,676). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
- Section 09b board cost (computed). Computed. Cash 945,125 + equity 1,200,040 + all other 0 = 2,145,165, summed across the director compensation table rows.
- Smith A O Corp (subject), Section 10b CEO total. DEF 14A, filed 2026-03-04. CEO total compensation as printed in Smith A O Corp's own proxy. As printed: 4,960,450. View filing ↗