Companies Smith A O Corp

Smith A O (AOS): executive pay, fiscal 2025

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CEO total pay$4,960,450CEO Stephen Shafer · source

Say-on-pay support96.95%Latest vote · source

CEO pay ratio115:1To the median employee · source

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

Who was the highest-paid executive at Smith A O Corp in fiscal 2025?

As disclosed, Kevin Wheeler (Executive Chairman) was the highest-paid executive at Smith A O Corp in fiscal 2025, with total compensation of $8,495,829.

What is Smith A O Corp's CEO-to-median employee pay ratio?

As disclosed, Smith A O Corp's CEO-to-median employee pay ratio was 115:1.

How did shareholders vote on Smith A O Corp's executive compensation?

As disclosed, 96.95% of shareholders supported Smith A O Corp's executive compensation in the latest say-on-pay vote.

How much does Smith A O Corp spend in total on board compensation for fiscal 2025?

As disclosed, Smith A O Corp reported total board compensation of $2,145,165 for fiscal 2025.

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

ACUITY INC. (DE)AYIFY2025
Allegion plcALLEFY2025
Alliance Laundry Holdings Inc.ALHFY2025
Atkore Inc.ATKRFY2025
Atmus Filtration Technologies Inc.ATMUFY2025
BELDEN INC.BDCFY2025
BOISE CASCADE CoBCCFY2025
DONALDSON Co INCDCIFY2026
Fortune Brands Innovations, Inc.FBINFY2025
GENERAC HOLDINGS INC.GNRCFY2025
GMS Inc.GMSFY2024
GRACO INCGGGFY2025
HNI CORPHNIFY2025
James Hardie Industries plcJHXFY2026
JELD-WEN Holding, Inc.JELDFY2025
LCI INDUSTRIESLCIIFY2025
LEGGETT & PLATT INCLEGFY2025
LENNOX INTERNATIONAL INCLIIFY2025
LOUISIANA-PACIFIC CORPLPXFY2025
MODINE MANUFACTURING COMODFY2026
PENTAIR plcPNRFY2025
RESIDEO TECHNOLOGIES, INC.REZIFY2025
Simpson Manufacturing Co., Inc.SSDFY2025
TREX CO INCTREXFY2025
WABASH NATIONAL CorpWNCFY2025
WATTS WATER TECHNOLOGIES INCWTSFY2025
WORTHINGTON ENTERPRISES, INC.WORFY2026
Zurn Elkay Water Solutions CorpZWSFY2025

Each company listed discloses AOS in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named AOS in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

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 ↗