A. O. Smith Corporation Summary of Non-Employee Directors’ Compensation Effective July 11, 2016

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Summary

A. O. Smith Corporation outlines the compensation structure for its non-employee directors, effective July 11, 2016. Non-employee directors receive an annual cash retainer of $50,000 (paid quarterly) and $125,000 in company stock. Additional fees are paid for attending meetings, serving on committees, and holding leadership roles. The document also notes recent increases in the cash and stock retainers. This summary sets forth the payment terms and conditions for directors who are not employees of the company.

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EX-10.1 2 d191834dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

SUMMARY OF DIRECTORS’ COMPENSATION

Effective July 11, 2016, compensation paid to non-employee directors of A. O. Smith Corporation is as follows:

 

  •   An annual cash retainer of $50,000, payable quarterly in advance, and $125,000 paid in A. O. Smith Corporation Common Stock.

 

  •   A fee of $2,500 for each board, committee and annual shareholder meeting attended.

 

  •   A fee of $1,000 for each telephonic board and committee meeting.

 

  •   A new director orientation meeting fee of $2,500.

 

  •   An annual retainer of $5,000 for Audit Committee members and $3,000 for the members of the Investment Policy Committee, Nominating and Governance Committee and Personnel and Compensation Committee.

 

  •   An annual retainer of $15,000 for the chairperson of the Audit Committee and $10,000 for the chairpersons of each of the Investment Policy Committee, Nominating and Governance Committee and Personnel and Compensation Committee.

 

  •   An annual retainer of $20,000 for the presiding director.

The foregoing reflects the following change to previously disclosed compensation for non-employee directors effective July 11, 2016: A. O. Smith Corporation’s Board of Directors, upon recommendation of the Nominating and Governance Committee, increased the amount of annual cash retainer from $47,500 to $50,000, payable quarterly in advance and increased the amount of the retainer payable in stock from $120,000 to $125,000.