A. O. Smith Corporation Summary of Directors' Compensation Effective July 9, 2012
This document outlines the compensation structure for non-employee directors of A. O. Smith Corporation, effective July 9, 2012. Directors receive an annual cash retainer, stock compensation, and fees for attending meetings. Additional annual retainers are provided for committee members, committee chairpersons, and the presiding director. The summary also details recent increases in retainers and meeting fees, as well as a decrease in one committee meeting fee. The compensation is paid quarterly or annually, depending on the type.
Exhibit 10.1
SUMMARY OF DIRECTORS’ COMPENSATION
Effective July 9, 2012, 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 $94,000 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 changes to previously disclosed compensation for non-employee directors effective July 9, 2012: A. O. Smith Corporation’s Board of Directors, upon recommendation of the Nominating and Governance Committee, increased the annual cash retainer from $42,500 to $47,500; the stock retainer from $90,000 to $94,000; the board, audit committee, nominating and governance committee, personnel and compensation committee and annual shareholder meeting fees from $1,500 to $2,500; the telephonic board and committee meeting fees from $500 to $1,000; and the new director orientation meeting fee from $1,500 to $2,500; and decreased the investment policy committee meeting fee from $3,000 to $2,500.
