A. O. Smith Corporation Non-Employee Directors’ Compensation Summary (Effective April 7, 2014)
A. O. Smith Corporation outlines the compensation structure for its non-employee directors, effective April 7, 2014. Non-employee directors receive an annual cash retainer, an annual stock retainer, and additional fees for attending meetings and serving on committees. Specific annual retainers are provided for committee members, committee chairpersons, and the presiding director. The stock retainer was increased from $94,000 to $110,000 as of the effective date. This summary details the payment amounts and conditions for director compensation.
Exhibit 10.1
SUMMARY OF DIRECTORS’ COMPENSATION
Effective April 7, 2014, compensation paid to non-employee directors of A. O. Smith Corporation is as follows:
| • | An annual cash retainer of $47,500, payable quarterly in advance, and $110,000 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 April 7, 2014: A. O. Smith Corporation’s Board of Directors, upon recommendation of the Nominating and Governance Committee, increased the stock retainer from $94,000 to $110,000.
