DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of The

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

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Filed by a party other than the Registrant

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Check the appropriate box:

Preliminary Proxy Statement

☐	Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

A. O. Smith Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

February 29, 2024

DEAR FELLOW A. O. SMITH STOCKHOLDER:

We are pleased to invite you to our Annual Meeting of Stockholders, to be held on Tuesday, April 9, 2024, at 8:00 a.m. Eastern Daylight Time. This year’s Annual Meeting will be held at the Carnegie Hotel, 1216 W. State of Franklin Road, Johnson City, Tennessee. The attached Notice of our 2024 Annual Meeting of Stockholders and Proxy Statement will serve as your guide to the business we will address at the meeting. You can also review our 2023 Annual Report, which incorporates our Form 10-K, to learn more about our financial performance.

2024 will mark a milestone for us. We will celebrate 150 years in business; 150 years of growth and innovation, built upon an unwavering commitment to integrity toward our employees, customers and stockholders. We are proud to be an innovative water technology company and our performance this year reflects our commitment to profitable growth through innovation in a sustainable manner. To our employees worldwide, thank you for your hard work during another challenging, but successful year.

Thank you for being a stockholder and for your ongoing support of our company. We hope you will attend the Annual Meeting of Stockholders. Whether or not you choose to attend, your vote is important. We encourage you to sign and return your proxy or vote by telephone or through the Internet as soon as possible so that your shares will be represented and voted at the meeting. Even if you submit a proxy, you can revoke it at any time before the meeting if you choose to attend and vote during the meeting.

Sincerely,

LOGO

Kevin J. Wheeler

Chairman, President

and Chief Executive Officer

February 29, 2024

NOTICE OF 2024 ANNUAL MEETING

OF STOCKHOLDERS

The 2024 Annual Meeting of Stockholders of A. O. Smith Corporation will be held at the Carnegie Hotel, 1216 W. State of Franklin Road, Johnson City, Tennessee, on Tuesday, April 9, 2024, at 8:00 a.m. Eastern Daylight Time (EDT) for the following purposes:

(1)	To elect our Board of Directors;

(2)	To approve, by advisory vote, the compensation of our named executive officers;

(3)	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

(4)	To consider a stockholder proposal, if properly presented at the meeting, requesting a Board report on our hiring practices with respect to formerly incarcerated people; and

(5)	To consider and act upon such other business as may properly come before the Annual Meeting.

Stockholders of record as of February 20, 2024, are entitled to attend and vote at the Annual Meeting. The list of stockholders entitled to vote at the meeting will be available by appointment at our offices at 11270 West Park Place, Milwaukee, Wisconsin, as of March 29, 2024, for examination by stockholders.

All stockholders must pre-register in order to attend the Annual Meeting of Stockholders of A. O. Smith Corporation. To pre-register, please contact us by email at jstern@aosmith.com or by telephone at 414-359-4000 and provide your name, address, telephone number and indicate that you plan to attend the Annual Meeting. We will respond to all pre-registration requests and will maintain a list of verified stockholders at the Annual Meeting. In addition to ownership confirmation, you must also present a government-issued photo identification showing your name, address and signature for admission. Annual Meeting pre-registration requests must be received by the end of business on Friday, April 5, 2024.

By Order of the Board of Directors,

LOGO

James F. Stern

Executive Vice President,

General Counsel and Secretary

A. O. Smith Corporation

11270 West Park Place

Milwaukee, WI 53224



Meeting Information

		Date: Tuesday, April 9, 2024

		Time: 8:00 a.m. (EDT)

		Place: Carnegie Hotel 1216 W. State of Franklin Road Johnson City, Tennessee

Whether or not you plan to attend the meeting, we encourage you to vote your shares. You may vote your shares over the Internet, as we describe in the accompanying materials and the Important Notice Regarding the Availability of Proxy Materials. As an alternative, if you received a paper copy of the Proxy Card by mail, you may sign, date and mail the Proxy Card in the envelope provided or use the toll-free telephone number on the Proxy Card. No postage is necessary if mailed in the United States. Voting over the Internet, voting via the toll-free telephone number or mailing a Proxy Card will not limit your right to attend and vote at the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS’ MEETING TO BE HELD ON APRIL 9, 2024:

The Notice of 2024 Annual Meeting of Stockholders, this Proxy Statement and our 2023 Annual Report are also available at www.proxydocs.com/aos.

PROXY STATEMENT FOR 2024 ANNUAL MEETING

TABLE OF CONTENTS


GENERAL INFORMATION			1

PRINCIPAL STOCKHOLDERS			4

ELECTION OF DIRECTORS			5

GOVERNANCE OF OUR COMPANY			12

The Board of Directors			12

Director Independence and Financial Literacy			12

Board Composition			13

Board Information and Stockholder Communications			14

Procedure for Review of Related Party Transactions			14

Potential Director Candidates			15

Board Committees			16

Audit Committee			16

Personnel and Compensation Committee			17

Nominating and Governance Committee			18

Our Leadership Structure			18

Consideration of Risk			19

Cybersecurity Risk Assessment and Oversight			20

Our Commitment to Corporate Responsibility and Sustainability			21

Public Policy and Regulatory Advocacy			22

DIRECTOR COMPENSATION			23

STOCK OWNERSHIP			25

Security Ownership of Directors and Management			25

EXECUTIVE COMPENSATION			26

Compensation Discussion and Analysis			26


Summary Compensation Table			39

Components of 2023 All Other Compensation			40

Grants of Plan-Based Awards			41

Outstanding Equity Awards at December 31, 2023			42

Option Exercises and Stock Vested			43

Pension Benefits			43

Non-qualified Deferred Compensation			44

Termination of Employment and Change in Control Arrangements			45

REPORT OF THE PERSONNEL AND COMPENSATION COMMITTEE			49

PAY VERSUS PERFORMANCE DISCLOSURE			50

PAY RATIO DISCLOSURE			55

ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			56

REPORT OF THE AUDIT COMMITTEE			57

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			59

REPORT OF THE NOMINATING AND GOVERNANCE COMMITTEE			60

DATES FOR STOCKHOLDER PROPOSALS			61

STOCKHOLDER PROPOSAL REQUESTING A BOARD REPORT ON OUR HIRING PRACTICES WITH RESPECT TO FORMERLY INCARCERATED PEOPLE			62

PROXY STATEMENT

2023 ANNUAL MEETING

GENERAL INFORMATION

This Proxy Statement is furnished to stockholders of A. O. Smith Corporation in connection with the solicitation by its Board of Directors of proxies for use at the Annual Meeting of Stockholders of our company to be held on April 9, 2024, at 8:00 a.m. (EDT). The Annual Meeting will be at the Carnegie Hotel, 1216 W. State of Franklin Road, Johnson City, Tennessee.

Under rules of the Securities and Exchange Commission, or “SEC”, we are furnishing proxy materials, which include our Proxy Statement and Annual Report, to our stockholders over the Internet and providing an Important Notice Regarding the Availability of Proxy Materials (the “Notice”) by mail. You will not receive a printed copy of the proxy materials unless you request to receive these materials in hard copy by following the instructions provided in the Notice. Instead, the Notice will instruct you how you may access and review all of the important information contained in the proxy materials. The Notice also instructs you how you may submit your proxy via the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.

The company is mailing the Notice on or about February 29, 2024, to each stockholder at the holder’s address of record.

Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to be held on April 9, 2024: The Notice of 2024 Annual Meeting of Stockholders, this Proxy Statement and our 2023 Annual Report are also available at www.proxydocs.com/aos.

Record Date

The record date for stockholders entitled to notice of and to vote at the meeting is the close of business on February 20, 2024 (the “Record Date”). As of the Record Date, we had issued 26,017,732 shares of Class A Common Stock, par value $5 per share, 25,887,352 shares of which were outstanding and entitled to one (1) vote each for Class A Common Stock directors and other matters. As of the Record Date, we had issued 164,689,862 shares of Common Stock, par value $1 per share, 121,175,713 shares of which were outstanding and entitled to one (1) vote each for Common Stock directors and one-tenth (1/10^th) vote each for other matters.

Class Voting for Directors

Under our Restated Certificate of Incorporation, as long as the number of outstanding shares of our Common Stock is at least 10% of the aggregate number of outstanding shares of our Class A Common Stock and Common Stock, the holders of the Class A Common Stock and holders of the Common Stock vote as separate classes in the election of directors. The holders of our Common Stock are entitled to elect, as a class, 33 1/3% of our entire Board of Directors, rounded up to the next whole director, and the holders of our Class A Common Stock are entitled to elect the remainder of the Board. The holders of our Class A Common Stock have the right to elect the remainder of the directors of the Board pursuant to the preceding sentence as long as the number of outstanding shares of our Class A Common Stock is 12.5% or more of the aggregate number of outstanding shares of our Class A Common Stock and Common Stock. Stockholders are entitled to one (1) vote per share in the election of directors for their class of stock. As a result of these provisions and the shares of the two classes of our stock that are outstanding, holders of Common Stock will elect four directors at the Annual Meeting and holders of Class A Common Stock will elect six directors.

Quorum

A majority of the outstanding shares entitled to vote must be represented in person or by proxy at the meeting in order to constitute a quorum for purposes of holding the Annual Meeting. The voting by stockholders at the

2024 Proxy Statement 1

Proxy Statement 2024 Annual Meeting

meeting is conducted by the inspectors of election. Abstentions and broker non-votes, if any, are counted as present in determining whether the quorum requirement is met.

Required Vote

Directors are elected by a plurality of the votes cast, by proxy (whether by Internet, telephone or mail) or in person, with the holders voting as separate classes. This means that the nominees who receive the greatest number of votes cast are elected as directors. Consequently, any shares that are not voted, whether by abstention, broker non-votes or otherwise, will have no effect on the election of directors.

For all other matters considered at the meeting, both classes of stock vote together as a single class, with the Class A Common Stock entitled to one (1) vote per share and the Common Stock entitled to one-tenth (1/10^th) vote per share. The proposal to approve the compensation of our named executive officers by advisory vote, the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm and the stockholder proposal, if properly presented at the meeting, requesting a Board report on our hiring practices with respect to formerly incarcerated people will be approved if a majority of the votes present or represented at the meeting and entitled to vote on the matter are cast in favor of the matter. 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.

Cost of Soliciting Proxies

The cost of soliciting proxies, including preparing, assembling and mailing the Proxy Statement, form of proxy and other soliciting materials, as well as the cost of forwarding such material to the beneficial owners of stock, will be paid by us, except for some costs associated with individual stockholders’ use of the Internet or telephone. In addition to solicitation by mail, directors, officers, regular employees and others may also, but without compensation other than their regular compensation, solicit proxies personally or by telephone or other means of electronic communication. We may reimburse brokers and others holding stock in their names or in the names of nominees for their reasonable out-of-pocket expenses in sending proxy materials to principals and beneficial owners.

How to Vote

LOGO Via the Internet – Stockholders of record can simplify their voting by voting their shares via the Internet as instructed in the Important Notice Regarding the Availability of Proxy Materials. The Internet procedures are designed to authenticate a stockholder’s identity to allow stockholders to vote their shares and confirm that their instructions have been properly recorded. Internet voting for stockholders of record is available 24 hours a day and will close at 11:59 p.m. (CDT) on April 8, 2024.

LOGO By Telephone – Stockholders of record who received a paper Proxy Card can vote their shares by a toll-free telephone number on the Proxy Card or in the voting instruction form sent by their broker, bank or other agent. Telephone voting for stockholders of record is available 24 hours a day and will close at 11:59 p.m. (CDT) on April 8, 2024.

LOGO By Mail – Stockholders of record who have received a paper Proxy Card may vote by completing, signing and dating their Proxy Card and mailing it in the pre-addressed envelope. Proxy Cards submitted by mail must be received by April 8, 2024, for your shares to be voted. Stockholders who hold shares beneficially in street name and received a voting instruction form from their broker, bank or other agent may vote by completing, signing and dating the instruction form provided by the broker, bank or other agent and mailing it in the pre-addressed envelope provided.

If you vote via the Internet, by telephone or by mailing a Proxy Card, we will vote your shares as you direct. For the election of directors, you can specify whether your shares should be voted “for” all or some of the nominees for

2 A. O. Smith Corporation

Proxy Statement 2024 Annual Meeting

director listed or you may “withhold” your vote from all or some of the nominees for director. With respect to the proposal to approve the compensation of our named executive officers by advisory vote, the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm and the stockholder proposal, if properly presented at the meeting, requesting a Board report on our hiring practices with respect to formerly incarcerated people, you may vote “for” or “against” any proposal or you may “abstain” from voting on any proposal.

If you submit a proxy via the Internet, by telephone or by mailing a Proxy Card without indicating your instructions, we will vote your shares consistent with the recommendations of our Board of Directors as stated in this Proxy Statement. Specifically, we will vote in favor of our nominees for directors, in favor of approving the compensation of our named executive officers, in favor of the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm, and against the stockholder proposal, if properly presented at the meeting, requesting a Board report on our hiring practices with respect to formerly incarcerated people. If any other matters are properly presented at the Annual Meeting for consideration, then our officers named on your proxy will have discretion to vote for you on those matters. As of the date of the Notice of 2024 Annual Meeting of Stockholders, we knew of no other matters to be presented at the Annual Meeting.

At the Annual Meeting – Shares held in your name as the stockholder of record may be voted by you at the Annual Meeting. Shares held beneficially in street name may be voted by you at the Annual Meeting only if you obtain a legal proxy from the broker or other agent that holds your shares giving you the right to vote the shares. Whether you hold stock in your name or as a beneficial owner, you will need to register in advance to vote at the Annual Meeting as described below under “Attendance at Annual Meeting.”

Revocation of Proxies

You may revoke your proxy at any time before the Annual Meeting by delivering written notice of revocation or a duly executed proxy bearing a later date to the Corporate Secretary of our company or by registering in advance to vote at the Annual Meeting as described below under “Attendance at Annual Meeting” and voting at that time.

Stockholders Sharing the Same Address

SEC rules permit us to deliver only one copy of a single set of proxy materials to multiple stockholders sharing the same address. Upon written or oral request, we will promptly deliver a separate copy of our Annual Report and/or this Proxy Statement to any stockholder at a shared address to which a single copy of each document was delivered. Stockholders may notify our company of their requests by calling or writing Helen E. Gurholt, Vice President – Investor Relations and Financial Planning & Analysis, A. O. Smith Corporation, P.O. Box 245008, Milwaukee, Wisconsin 53224-9508; 414-359-4000.

Attendance at Annual Meeting

All stockholders as of the Record Date, or their duly appointed proxies, may attend the Annual Meeting. You must pre-register in order to attend. To pre-register, please contact us by email at jstern@aosmith.com or by telephone at 414-359-4000 and provide your name, address, telephone number, and indicate that you plan to attend the Annual Meeting.

We will respond to all pre-registration requests and will maintain a list of verified stockholders at the Annual Meeting. To gain admission at the meeting, you must present a government-issued photo identification showing your name, address and signature for admission.

Annual Meeting pre-registration requests must be received by the end of business on Friday, April 5, 2024.

2024 Proxy Statement 3

PRINCIPAL STOCKHOLDERS

The following table shows persons who may be deemed to be beneficial owners (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of more than 5% of any class of our stock. Unless otherwise noted, the table reflects beneficial ownership as of December 31, 2023.


Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class

Class A Common Stock	Smith Family Voting Trust 11270 West Park Place Milwaukee, WI 53224	25,077,373¹	96.90%

Common Stock	The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	14,253,913²	11.60%

Common Stock	BlackRock, Inc. 55 East 52^nd Street New York, NY 10055	10,074,034³	8.20%

Common Stock	State Street Corporation State Street Financial Center One Lincoln Street Boston, MA 02111	7,415,770⁴	6.04%

The Smith Family Voting Trust (the “Voting Trust”) owned 25,077,373 shares of Class A Common Stock and 1,134,353 shares of Common Stock as of December 31, 2023. Pursuant to our Amended and Restated Certificate of Incorporation, Class A Common Stock is convertible at any time at the option of the holder into Common Stock on a share-for-share basis. As a result, a holder of shares of Class A Common Stock is deemed to beneficially own an equal number of shares of Common Stock. However, to avoid overstatement of the aggregate beneficial ownership of both classes of our outstanding capital stock, the shares of Class A Common Stock listed in the table do not include shares of Common Stock that may be acquired upon the conversion of outstanding shares of Class A Common Stock. The trustees of the Voting Trust are Bruce M. Smith, Mark D. Smith and Robert L. Smith. Bruce M. Smith and Robert L. Smith are brothers, and Mark D. Smith is their cousin. The trustees do not have beneficial ownership of shares of Class A Common Stock or Common Stock owned by the Voting Trust. The Voting Trust has sole voting power, exercised by a majority of the three trustees, with respect to shares in the Voting Trust. Whenever beneficiaries of the Voting Trust possessing trust interests representing in the aggregate at least 75% of all the votes represented in the Voting Trust direct the sale of shares in the Voting Trust, the trustees must make the sale. If the trustees unanimously authorize a sale of shares in the Voting Trust, with the written consent of beneficiaries of the Voting Trust possessing trust interests representing in the aggregate a majority of all of the votes represented in the Voting Trust, the trustees may make the sale. The Voting Trust will exist until April 23, 2039, and thereafter for additional 30-year renewal periods unless earlier terminated by a vote of beneficiaries holding 75% or more of the votes in the Voting Trust or by applicable law.

2	Based on the Schedule 13G/A The Vanguard Group filed with the SEC on February 13, 2024. The Vanguard Group has sole voting power over 0 shares, shared voting power over 140,642 shares, sole dispositive power over 13,840,445 shares and shared dispositive power over 413,468 shares.

3	Based on the Schedule 13G/A BlackRock Inc. filed with the SEC on January 25, 2024. BlackRock Inc. has sole voting power over 8,940,984 and sole dispositive power over 10,074,034 shares.

4	Based on the Schedule 13G State Street Corporation filed with the SEC on January 29, 2024. State Street Corporation, together with its subsidiaries, has shared voting power over 5,376,522 and shared dispositive power over 7,406,573 shares.

Information on beneficial ownership is based upon Schedules 13D or 13G filed with the SEC and any additional information that any beneficial owners may have provided to us.

The Smith family has a special interest in the long-term success of our company and their interest provides stability in the face of short-term market pressures and outside influences. As we celebrate 150 years of our company’s existence, the Smith family has remained steadfastly committed to our company’s long-term success. The Smith family and other Class A Common stockholders have shepherded our company from its beginnings as an auto frame supplier, to a diversified manufacturer, and then to a leading global water technology company. We believe the long history of Smith family involvement and ownership in the company is one of our company’s greatest strengths, allowing us to thrive for 150 years. At the same time, the role of the Smith family is limited to guidance and support. For more than 40 years, the company’s chief executive officer has not been a Smith family member. In addition, the company’s Board committees are comprised of independent directors and the company has not sought to utilize the “controlled company exemption” under the New York Stock Exchange (“NYSE”) rules in any respect.

4 A. O. Smith Corporation

ELECTION OF DIRECTORS

The Board of Directors reflects the company’s unique history and structure. In addition to a member of the Smith family (who is independent), our Board is carefully balanced with a majority of independent directors who reflect the global strength and diversity of our business, including two new directors in 2021, one new director in 2023, and an additional two new directors in 2024, if elected at the Annual Meeting, all of whom bring fresh perspectives to the Board. Earl E. Exum also joined our Board as a new director in 2022, but died on October 1, 2023. Further, with the retirement of current director Idelle K. Wolf¹, Ajita G. Rajendra has agreed to remain on our Board beyond the normal retirement date, assuming he is re-elected at the Annual Meeting, so as to provide balance and the perspective of a seasoned Board member. Finally, the Board is rounded out with our current Chief Executive Officer, who ensures consistency in the oversight of the business and complements the perspectives of our independent directors.

Nominee Name and Occupation

Age

Director

Since

Director

Category

Independent

Audit

Personnel and
Compensation

Nominating

and

Governance

Ronald D. Brown

Retired Chairman and Chief Executive Officer

Milacron, Inc.

2001

Class A

✓

Presiding²

Chair

Todd W. Fister

Chief Financial Officer

Owens Corning

2024

Class A

✓

·²

Victoria M. Holt

Retired President and Chief Executive Officer

Proto Labs, Inc.

2021

Common

✓

Chair

Dr. Ilham Kadri

Chief Executive Officer and Director

Syensqo S.A.

2016

Common

✓

Michael M. Larsen

Senior Vice President and Chief Financial Officer

Illinois Tool Works, Inc.

2021

Common

✓

Chair

Lois Martin

Chief Financial Officer

M.A. Mortenson Companies, Inc.

2024

Class A

✓

·²

Christopher L. Mapes

Executive Chairman

Lincoln Electric Holdings, Inc.

2023

Common

✓

Ajita G. Rajendra

Retired Executive Chairman of the Board

A. O. Smith Corporation

2011

Class A

✓

Mark D. Smith

Retired Business Manager

Strattec Security Corporation

2001

Class A

✓

Kevin J. Wheeler

Chairman, President and Chief Executive Officer

A. O. Smith Corporation

2017

Class A

1	Presiding Director for the period from April 2022 to April 2024

2	Starting after the Annual Meeting assuming elected at the Annual Meeting.

2024 Proxy Statement 5

Election of Directors

The Board of Directors currently consists of nine directors. At the 2024 Annual Meeting, ten directors are to be elected to serve until the next succeeding Annual Meeting of Stockholders and thereafter until their respective successors are duly elected and qualified. Owners of Common Stock are entitled to elect four directors, and owners of Class A Common Stock are entitled to elect the six remaining directors.

It is intended that proxies we are soliciting will be voted for the election of the nominees named below. Proxies will not be voted for a greater number of persons than the ten nominees named below. All nominees have consented to being named in this Proxy Statement and to serve if elected. If any nominee for election as a director shall become unavailable to serve as a director, then proxies will be voted for such substitute nominee as the Board of Directors may nominate.

The Board of Directors has nominated Mr. Todd W. Fister and Ms. Lois Martin, neither of whom has previously served as a director on our Board, for election at the Annual Meeting as Class A Common Stock directors. Ms. Wolf, who is currently a director, has reached the mandatory director retirement age under our Corporate Governance Guidelines and, therefore, will not be nominated for re-election at the Annual Meeting and is retiring as a result. Our company and the Board would like to thank Ms. Wolf for her many contributions, including her insight, direction, steady guidance and unwavering commitment to accounting compliance at our company. During her 19 years on our Board, our company has transformed itself into a global water technology company while meeting the challenge of fundamental accounting and regulatory changes. Her impact on our company is long-lasting.

Set forth below is information regarding the business experience of each nominee for director that has been furnished to us by the respective nominee. Each nominee has been principally engaged in the employment indicated for the last five years unless otherwise stated. Also set forth below for each nominee is a discussion of the experience, qualifications, attributes or skills that led to the conclusion that the nominee should serve as a director.

6 A. O. Smith Corporation

Election of Directors

NOMINEES – CLASS A COMMON STOCK



RONALD D. BROWN Retired Chairman and Chief Executive Officer, Milacron, Inc.
Director since: 2001 Age: 70 Committees: • Personnel and Compensation (Chair) • Nominating and Governance	Director Biography: Mr. Brown served as interim president and chief executive officer of Cincinnati Incorporated, a privately held U.S.-based machine tool manufacturer, from July 2020 to December 2020 and interim chief executive officer of LSI Industries Inc., a U.S.-based manufacturer of lighting and graphics, from April 2018 to October 2018. Mr. Brown served from March 2017 to April 2018 as vice chairman of The Armor Group, Inc., which he joined in 2013 as chief operating officer. The Armor Group, Inc. is a certified woman-owned corporation that manufactures equipment and products for a variety of industrial markets. Mr. Brown was chairman and chief executive officer of Milacron Inc. from 2001 to 2008. Milacron Inc. is a supplier of plastic processing and metalworking fluid technologies. Mr. Brown serves on the board of LSI Industries, Inc., where he is chair of the Compensation Committee and a member of its Executive Committee. Mr. Brown served on the board of Zep Inc., where he was chairman of the Compensation Committee and a member of the Nominating and Corporate Governance Committee, from 2010 until it was acquired by New Mountain Capital in 2015. In addition, Mr. Brown was appointed by then Governor Kasich to the University of Cincinnati Board of Trustees in 2013 and was its chairman from 2019 to 2021.	Skills and Qualifications: Mr. Brown’s broad executive-level financial and operating experience with several publicly traded companies provides valuable insight for us as to the issues and opportunities facing our company. He has experience as a chief executive officer, chief financial officer and a corporate attorney. Further, he has international and manufacturing experience with LSI Industries, The Armor Group and Milacron. In addition, his experience as a director of other publicly traded companies brings a different perspective to our Board.



TODD W. FISTER Chief Financial Officer, Owens Corning
Director Nominee Age: 49 Committee: • Audit (starting after the Annual Meeting)	Director Biography: Mr. Fister became chief financial officer of Owens Corning, a global manufacturer of building and composite material systems, in September 2023. Since joining Owens Corning in 2014, Mr. Fister has held several executive-level positions, including president of Owens Corning’s insulation segment from 2019 to 2023; vice president of global insulation and strategy, and managing director of Foamglas and European insulation. He also serves as a member of Owens Corning’s Executive Committee. Prior to joining Owens Corning, Mr. Fister spent seven years at Mead/Westuaco (now known as WestRock) in roles of increasing responsibility. A third-party search firm recommended Mr. Fister to the Nominating and Governance Committee, which considered Mr. Fister and recommended to the Board that Mr. Fister be nominated as a director.	Skills and Qualifications: Mr. Fister is a seasoned executive with broad financial, operational and strategic experience at Fortune 500 companies. He brings both a global and customer perspective. Further, with his strong financial background, Mr. Fister is qualified as an audit committee financial expert under SEC regulations.

2024 Proxy Statement 7

Election of Directors



LOIS MARTIN Chief Financial Officer, M.A. Mortenson Companies, Inc.
Director Nominee Age: 61 Committee: • Audit (starting after the Annual Meeting)	Director Biography: Since 2017, Ms. Martin has been the chief financial officer of M.A. Mortenson Companies, a privately held general contractor engaged in major construction projects nationwide. Ms. Martin has more than 30 years of financial experience. Prior to M.A. Mortenson Companies, she was executive vice president and chief financial officer at Ceridian Corporation from 2012 to 2017; chief financial officer at Capella University from 2004 to 2008; executive vice president and chief financial officer at World Data Products from 2002 to 2004; and senior vice president and chief financial officer at Deluxe Corporation from 2000 to 2001. Ms. Martin joined Deluxe in 1993 and served as chief financial officer from 1993 to 2001, along with various executive positions. Ms. Martin has been a director of Donnelley Financial Solutions, Inc. since 2016 and serves as chair of its Audit Committee. She previously served as a director of Raven Industries, Inc. from 2018 to 2021, ADC Telecommunications from 2004 to 2010 and MTS Systems from 2006 to 2010. Ms. Martin began her career in public accounting as an auditor at PricewaterhouseCoopers LLP. A third-party search firm recommended Ms. Martin to the Nominating and Governance Committee, which considered Ms. Martin and recommended to the Board that Ms. Martin be nominated as a director.	Skills and Qualifications: Ms. Martin brings extensive executive-level financial experience to our company. With her extensive financial experience, including at publicly traded companies, she qualifies as an audit committee financial expert under SEC regulations. In addition, Ms. Martin brings gender diversity to our board.



AJITA G. RAJENDRA Retired Executive Chairman of the Board, A. O. Smith Corporation
Director since: 2011 Age: 72	Director Biography: Mr. Rajendra was executive chairman of our company from 2018 until his retirement in 2020. Mr. Rajendra previously served as chairman and chief executive officer from 2017 to 2018; chairman, president and chief executive officer from 2014 to 2017; president and chief executive officer from 2013 to 2014; and president and chief operating officer from 2011 to 2012. Mr. Rajendra joined the company as president of A. O. Smith Water Products Company in 2005 and was named executive vice president of the company in 2006. Prior to joining the company, Mr. Rajendra was senior vice president at Kennametal, Inc., a manufacturer of cutting tools, from 1998 to 2004. Mr. Rajendra also serves on the board of Donaldson Company, Inc., where he is chair of the Human Resources Committee, and on the board of The Timken Company, where he serves on the Audit Committee and chairs the Compensation Committee. In recognition of Mr. Rajendra’s extensive experience and contributions, the Board has waived the normal director retirement age of 72 in our Corporate Governance Guidelines so that Mr. Rajendra may stand for re-election and continue to serve if elected at the Annual Meeting.	Skills and Qualifications: Mr. Rajendra’s extensive manufacturing and international experience and service to our company as our former chairman and chief executive officer, and in various other senior executive positions, brings to the Board knowledge and insight as to our company’s global operations and a thorough understanding of our products and markets. Further, Mr. Rajendra has experience as a director of other publicly traded companies. As an added benefit, Mr. Rajendra brings ethnic diversity to our Board.

8 A. O. Smith Corporation

Election of Directors



MARK D. SMITH Retired Business Manager, Strattec Security Corporation
Director since: 2001 Age: 62 Committees: • Nominating and Governance • Personnel and Compensation	Director Biography: Mr. Smith served as a product business manager for Strattec Security Corporation from 1997 until his retirement in 2019. Strattec Security Corporation designs, develops, manufactures and markets automotive access control products, including mechanical locks and keys, electronically enhanced locks and keys, steering column and instrument panel ignition lock housings, latches and related access control products for major automotive manufacturers. In 2019, Mr. Smith was appointed one of three trustees of the Smith Family Voting Trust, which holds a controlling position in the stock of our company. Mr. Smith is also a first cousin of Robert L. Smith and Bruce M. Smith, who are trustees of the Smith Family Voting Trust.	Skills and Qualifications: Mr. Smith is experienced in managing the operations of a manufacturing business, both at Strattec and previously with our company. Further, an important aspect of his position at Strattec was managing key customer relationships, and he brings this orientation to his service on our Board. Based on his long service to our company, both as a director and as an employee early in his career, Mr. Smith is knowledgeable of company history and culture, and understands our long-term strategic and tactical plans. Mr. Smith is also a member of the Smith family, which holds a controlling interest in the stock of our company.



KEVIN J. WHEELER Chairman, President and Chief Executive Officer, A. O. Smith Corporation
Director since: 2017 Age: 64	Director Biography: Mr. Wheeler became chairman of our company in 2020 and president and chief executive officer of our company in 2018. From 2017 to 2018, he was president and chief operating officer of our company. From 2013 to 2017, Mr. Wheeler held the position of senior vice president of A. O. Smith Corporation and president and general manager of its North America, India, Europe Water Heating and Export business, which was then the company’s largest operating unit. Mr. Wheeler previously served as managing director of our company’s European operations, where he had responsibility for water heater business in Europe and the Middle East, and upon his return to the United States from the Netherlands, served as vice president-international, with responsibility for all European and Asian operations, including China. Mr. Wheeler joined the company in 1994 as a regional sales manager and has held positions of increasing responsibility. Mr. Wheeler also serves on the board of Graco Inc., where he is a member of the Audit Committee and the Management Organization and Compensation Committee.	Skills and Qualifications: Mr. Wheeler has extensive sales, manufacturing and international experience in various executive positions with our company, most recently as our chief executive officer, and brings to the Board a thorough understanding of our people, products and markets worldwide. Mr. Wheeler has cybersecurity experience. Further, Mr. Wheeler has experience as a director of another publicly traded company, which brings a different perspective to our Board.

2024 Proxy Statement 9

Election of Directors

NOMINEES – COMMON STOCK



VICTORIA M. HOLT Retired Director, President and Chief Executive Officer, Proto Labs, Inc.
Director since: 2021 Age: 66 Committees: • Nominating and Governance (Chair) • Personnel and Compensation	Director Biography: Ms. Holt served as the president and chief executive officer of Proto Labs, Inc., a manufacturer of custom prototypes and on-demand product parts with manufacturing facilities in five countries, until her retirement in 2021. Ms. Holt previously served as president and chief executive officer of Spartech Corporation, a leading provider of plastic sheet, compounds and packaging products, from 2010 until its sale to PolyOne in 2013. Prior to Spartech, Ms. Holt was the senior vice president, Glass & Fiberglass at PPG Industries, Inc., a leading coatings and specialty products company, from 2003 to 2010. She also served as a director of Proto Labs, Inc. from 2014 to 2021, when she retired from the company. Ms. Holt serves on the board of Waste Management, Inc., where she is a member of the Audit Committee and the Nominating and Governance Committee. She is also a director of Piper Sandler Companies, where she is a member of the Audit Committee and the Compensation Committee. Ms. Holt was an independent director of Watlow Electric Manufacturing Company, a private company, until its sale to Tinicum in January 2021.	Skills and Qualifications: Ms. Holt’s extensive experience as a chief executive officer of a growth-oriented, publicly traded company provides valuable perspective to our Board and management, particularly with respect to strategy and operation of a growth-oriented company as well as cybersecurity experience. Ms. Holt has completed the National Association of Corporate Director (NACD) Cyber Risk Oversight Program and earned the CERT Certificate in Cybersecurity Oversight. In addition, she has many years of experience serving on public company boards of directors. As an added benefit, Ms. Holt brings gender diversity to our Board.



DR. ILHAM KADRI Chief Executive Officer and Director, Syensqo S.A.
Director since: 2016 Age: 55 Committees: • Nominating and Governance • Personnel and Compensation	Director Biography: Dr. Kadri became the chief executive officer of Syensqo S.A. in December 2023 when Solvay S.A. split into two separate publicly traded entities with worldwide operations: Syensqo S.A. and Solvay S.A., both headquartered in Brussels, Belgium. Dr. Kadri led this transaction and, in addition to being named chief executive officer, she serves on the Syensqo board of directors as well as its Finance and ESG Committees. Syensqo is a pure play science company focused on “clean” technology such as lightweighting, electrification, digitalization, resource efficiency and biomaterials. Prior to this transaction, Dr. Kadri was chief executive officer of Solvay S.A. from 2019 to December 2023 as well as chairman of its Executive Committee, a member of its board of directors and its Finance and ESG Committees. Solvay continues to be an advanced materials and specialty chemical company. From 2017 to 2018, Dr. Kadri was president and chief executive officer of Diversey, Inc., a global leader in hygiene and cleaning sectors. Dr. Kadri led the spin-off of Diversey, Inc. from Sealed Air Corporation. Prior to the spin-off, she was vice president of Sealed Air Corporation and president of its Diversey division from 2013 to 2017. She also led the digital strategy and launched the Internet of Clean (IoC) at Diversey, Inc. Prior to joining Sealed Air Corporation, Dr. Kadri held positions of increasing responsibility with Dow Chemical Company from 2007 until 2012, including general manager of its Advanced Materials Division, a specialty materials provider in the Middle East, Africa, and Europe, and the commercial director for Dow Water & Process Solutions, a global leader in water desalination and purification technology. Dr. Kadri also is on the board of directors of L’Oréal S.A., where she serves on the Audit Committee.	Skills and Qualifications: Dr. Kadri has extensive international experience, having held executive leadership roles in Europe, the U.S., Middle East and Africa regions. In addition, as a chemical engineer, with a master’s degree in physics and chemistry, and a doctorate degree in reactive extrusion, Dr. Kadri brings a unique perspective on manufacturing, research and development, with a focus on sustainability and water technology that are directly applicable to our industry. Her extensive experience as a sitting chief executive officer, as well as a board member at L’Oréal brings unique perspectives. She also has extensive digital/e-commerce, cybersecurity and merger/acquisition experiences that benefit our company. Dr. Kadri also brings gender and ethnic diversity to our Board.

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Election of Directors



MICHAEL M. LARSEN Senior Vice President and Chief Financial Officer, Illinois Tool Works, Inc.
Director since: 2021 Age: 55 Committee: • Audit	Director Biography: Since 2013, Mr. Larsen has served as senior vice president and chief financial officer of Illinois Tool Works, Inc., a publicly traded, global, multi-industrial manufacturing leader. He previously served as president and chief executive officer of Gardner Denver, Inc. from 2012 to 2013, and its vice president and chief financial officer from 2010 to 2013. Prior to that, Mr. Larsen was chief financial officer at General Electric (“GE”) Water and Process Technologies from 2009 to 2010 and held a number of global finance leadership roles of increasing responsibility at GE from 1995 to 2009. Mr. Larsen was a director of Gardner Denver, Inc. from 2012 until its acquisition by KKR & Co. Inc. in 2013.	Skills and Qualifications: Mr. Larsen has extensive executive, financial and operating experience at companies with worldwide manufacturing operations, like our company. He has a thorough knowledge and understanding of generally accepted accounting principles and auditing standards and how they apply to budgeting and financial reporting systems. He has significant experience with mergers and acquisitions, information technology, including cybersecurity, and ESG. Mr. Larsen is qualified as an audit committee financial expert under SEC regulations.



CHRISTOPHER L. MAPES Executive Chairman, Lincoln Electric Holdings, Inc.
Director since: 2023 Age: 62 Committee: • Audit	Director Biography: Mr. Mapes has been with Lincoln Electric Holdings, Inc., a global manufacturer of welding, cutting and joining products, since 2011. Most recently, he assumed the role of executive chairman in January 2024. Previously, Mr. Mapes served as president and chief executive officer from 2012 to December 2023, after serving as chief operating officer beginning in 2011. From 2004 to 2011, Mr. Mapes served as executive vice president of A. O. Smith Corporation and president of A. O. Smith Electrical Products Company until the divestiture of this division in 2011. Mr. Mapes serves as a director of Lincoln Electric Holdings, Inc. and a director of The Timken Company, where he is on its Audit and Nominating and Governance Committees.	Skills and Qualifications: Mr. Mapes is a seasoned executive with extensive experience leading manufacturing and distribution companies. He understands the challenges of global growth and the complexity of managing international operations. His broad experience includes cybersecurity. In addition to his management experience, Mr. Mapes has both an MBA and a law degree, as well as public company director experience.

2024 Proxy Statement 11

GOVERNANCE OF OUR COMPANY

The Board of Directors

Our business is managed under the direction and oversight of the Board of Directors, who are elected by the stockholders. Directors meet their responsibilities by participating in meetings of the Board of Directors and Board Committees on which they sit, through communication with our chairman and chief executive officer and other officers and employees, by consulting with our independent registered public accounting firm and other third parties, by reviewing materials provided to them and by visiting our offices and plants. During 2023, the Board held eight meetings, five of which were regular Board meetings and three of which were special meetings. The standing Committees of the Board of Directors held a total of 19 meetings, including three special meetings. All directors attended all of the meetings of the Board and Committees on which they served during 2023, with the sole exception of one director who had an unavoidable business conflict with one meeting. Although we have no formal policy on director attendance, all continuing directors attended our 2023 Annual Meeting of Stockholders.

The nonmanagement directors of the Board met in executive session without management present five times in 2023 in conjunction with each of its regular meetings. In 2023, the Nominating and Governance Committee modified its Corporate Governance Guidelines with respect to selection of the Presiding Director who presides at such meetings. To provide continuity, particularly considering the recent addition of several new Board members, the Presiding Director serves for a two-year term and rotates among the chairpersons of the following Committees in the following order: Audit Committee, Personnel and Compensation Committee and Nominating and Governance Committee. The Presiding Director from April 2022 to April 2024 was Idelle K. Wolf, the chairperson of the Audit Committee. Ronald D. Brown, the chairperson of the Personnel and Compensation Committee will serve as the Presiding Director from April 2024 to April 2026. Any party wishing to communicate with the Presiding Director may send correspondence to the Presiding Director, c/o James F. Stern, Corporate Secretary, A. O. Smith Corporation, 11270 West Park Place, P.O. Box 245008, Milwaukee, Wisconsin 53224-9508.

Director Independence and Financial Literacy. The Smith Family Voting Trust has the power to elect a majority of our Class A Directors, who make up a majority of the Board. As of December 31, 2023, the Smith Family Voting Trust directly or beneficially owned 96.9% of Class A Common Stock and therefore 96.9% of voting power with respect to the election of the Class A Directors. Since the Board is currently composed of six Class A Directors and four Common Stock Directors, the Smith Family Voting Trust effectively exercises control over voting power for a majority of the members of our Board of Directors, and therefore, we have qualified as a “controlled company” under the NYSE rules. As a controlled company, under NYSE rules, we may choose to not have a majority of independent directors or compensation or governance committees consisting solely of independent directors. Notwithstanding our status as a controlled company, the Board has not elected to utilize the “controlled company” exemption in any respect because, as described below, we have a Board in which a majority of our members consist of independent directors, and all members of the Audit Committee, Personnel and Compensation Committee, and Nominating and Governance Committee are independent for SEC and NYSE purposes.

As described in the Corporate Governance Guidelines available on our website, www.aosmith.com, we apply the NYSE rules to determine director independence. The Nominating and Governance Committee (“Committee”) annually evaluates the independence of each director and makes recommendations to the Board. As part of this process, the Committee evaluates any related party transactions disclosed by directors in the detailed Directors’ and Officers’ Questionnaires completed annually by each director. There were no transactions above the reporting threshold for related party transactions under SEC rules. In making its recommendations, the Committee also applied the NYSE rules and evaluated any other legal, accounting and family relationships between directors and our company. In particular, the Board and Committee considered that Christopher Mapes is the executive chairman of Lincoln Electric Holdings, Inc. Our company has a longstanding contractual relationship with Lincoln Electric subsidiaries to purchase welding supplies, which was entered into in arms’ length transactions following competitive bidding and commenced before he joined our Board. The Board and Committee determined that this relationship is not material and does not affect his independence. The Committee also considered that two directors, Victoria Holt and Ajita Rajendra, are directors of Waste Management, Inc. and Donaldson Company, Inc.,

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Governance of Our Company

respectively, from which we purchase services and supplies in arm’s length transactions in the ordinary course of business. Since their interests arise solely from their director positions, the Board and the Committee determined that these relationships are not material and do not affect their independence.

The Committee and the Board also considered that Mark Smith is a trustee of the Smith Family Voting Trust and that he and his descendants are also beneficiaries of material economic interests associated with the Class A Common Stock subject to this Trust. The members of the Committee and Board (other than Mr. Smith) concluded that such voting power and interests do not impair the independence of Mr. Smith and that the economic interests in stock of the company of which he and his descendants are beneficiaries align his interests with those of stockholders generally, consistent with NYSE Commentary to Rule 303A.02 (Independence Tests) which states that “the Exchange does not view ownership of even a significant amount of stock, by itself, as a bar to an independence finding.”

The Board has determined that Messrs. Brown, Larsen, Mapes, Rajendra and Smith, Dr. Kadri and Ms. Holt meet the NYSE independence requirements. With respect to Mr. Fister and Ms. Martin, new director nominees, the Board determined that both meet the NYSE independence requirements. Finally, Mr. Wheeler is considered a management director by virtue of his current position as an executive officer of our company.

The Board recognizes that the NYSE rules require financial literacy of Audit Committee members only. Notwithstanding that, as a best practice, the Board has reviewed the qualifications and experience of all of the Board members and determined that each director is financially literate within the meaning of the NYSE rules.

Board Composition. We believe that the makeup of the Board should be tailored to our company’s evolving needs. Our goal is a mix of tenure, diversity, skills and experience on the Board, with a balance of longer-tenured, experienced directors and newer directors with fresh perspectives. Our Nominating and Governance Committee regularly reviews the experience and expertise of our Board and considers the ongoing and evolving needs of the company as well as appropriate changes based on those needs and the requirements of our Corporate Governance Guidelines, including those mandating that, absent a waiver by the Board, directors not stand for election beyond age 72. The addition of Ms. Holt and Mr. Larsen in 2021 and Mr. Mapes in 2023 brought fresh perspectives to our Board, as will Mr. Fister and Ms. Martin, assuming they are elected by our stockholders at our 2024 Annual Meeting. Further, to provide balance, in light of his extensive experience at our company and knowledge of our business, we have asked Mr. Rajendra to stand for re-election this year, and he has agreed to do so.

We believe that we have an appropriate mix of shorter-tenured directors who bring a fresh perspective and longer-tenured directors with experience and institutional knowledge. Our commitment to Board refreshment is reflected in the fact that the average director tenure has been reduced from 14.1 in 2020 to 8.1 this year, presuming our director nominees are elected by our stockholders at our 2024 Annual Meeting. With respect to our longer-tenured directors, we believe their long-term perspective has been an advantage to us as we entered new markets, providing both historical perspective and a better understanding of upcoming challenges. Further, we believe that long-term service does not adversely affect director independence. With their in-depth knowledge of the company, these directors are comfortable speaking up and asking probing questions, which we believe improves the ability of the Board to provide constructive guidance and informed oversight. Further, given the voting power exercised by the Smith Family Voting Trust, representation of Mark Smith on our Board works to align the interests of our largest stockholder with those of the Board, through his exposure to the company’s strategic and operational planning and decision-making, and his active participation in the governance of the company. To balance our three longer-tenured independent directors, we will have six independent directors (assuming Mr. Fister and Ms. Martin, the new director nominees, are elected at the Annual Meeting) who joined our Board within the last seven years. They have brought new skills, fresh perspectives and diversity to our Board. For all these reasons, we believe that our Board has struck the right balance as to director tenure.

We also have a former chief executive officer, Mr. Rajendra, serving on our Board, who, in accordance with NYSE rules, is considered an independent director as of May 1, 2023, three years after his retirement from our

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Governance of Our Company

company. We believe Mr. Rajendra’s participation on our Board provides a significant benefit to our company, complementing the perspectives of our executive leadership and the members of our Board who have joined us in the past several years. Mr. Rajendra presided over a period of highly profitable growth for our company and provides an invaluable perspective.

LOGO

Board Information and Stockholder Communications. We are committed to making our corporate governance information accessible to stockholders and other interested parties. Accordingly, on our website, www.aosmith.com, under the “Investors” heading, and then “Governance” subheading, we have published the A. O. Smith Corporation Guiding Principles and the Financial Code of Ethics and provided a link entitled “Stockholder Contacts” to communicate with directors. Likewise, under “Investors,” “Governance,” and then “Board of Directors,” we have provided a list of the members of our Board of Directors. Further, under the “Board Committees and Charters” subheading, we have Committee Assignments, the Charters for the Audit, Nominating and Governance, and Personnel and Compensation Committees, Corporate Governance Guidelines and Criteria for Selecting Board of Director Candidates. Finally, SEC filings, including our Form 10-K, Forms 10-Q, Forms 8-K, Proxy Statement and Section 16 filings, are available for review on this website under the heading “Investors,” and then “SEC Filings” subheading. Stockholders may also request that these documents be mailed by sending their request to the address provided below.

We encourage communication with our directors. Any interested party may communicate with a particular director, all directors, nonmanagement or independent directors as a group or the Presiding Director by mail or courier addressed to him/her or the entire Board in care of the Corporate Secretary at the following address:

c/o James F. Stern, Corporate Secretary

A. O. Smith Corporation

11270 West Park Place

P.O. Box 245008

Milwaukee, WI 53224-9508

The Corporate Secretary will forward this communication unopened to the addressed director.

Procedure for Review of Related Party Transactions. Potential conflicts of interest must be approved in advance, including related party transactions reportable under SEC rules, or related to the Smith family, in accordance with

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Governance of Our Company

our Corporate Governance Guidelines. We have a detailed code of conduct, the A. O. Smith Corporation Guiding Principles, which applies to all employees, officers and directors, and specifically addresses conflicts of interest. There has been no waiver of the code of conduct, requested or granted, for any directors or officers. Further, the Corporate Governance Guidelines provide the procedure for review of related party transactions reportable under SEC rules, with approval by the Nominating and Governance Committee required if any such transaction involves a director, executive officer or his/her immediate family members. Other than the matters identified in “Director Independence and Financial Literacy,” each of which was reviewed by the Nominating and Governance Committee and the Board and determined to not be material, there have been no related party transactions.

Potential Director Candidates. The Nominating and Governance Committee will consider any candidate recommended by stockholders, directors, officers, third-party search firms and other sources for nomination as a director. The Committee considers the needs of the Board and evaluates each director candidate in light of, among other things, the candidate’s qualifications. All candidates’ minimum qualifications are identified in the Corporate Governance Guidelines and the Criteria for Selecting Board of Director Candidates, both of which can be found on our website by clicking on “Investors,” then “Governance,” followed by “Board Committees and Charters.” To summarize, all nonmanagement candidates should be independent and possess substantial and significant experience which would be of value to our company in the performance of the duties of a director. Recommended candidates must be of the highest character and integrity, free of any conflicts of interest, have an inquiring mind and vision, and possess the ability to work collaboratively with others. Further, directors should have diverse backgrounds and expertise, including diversity of gender and race, required for the Board to fulfill its duties. Each candidate must have the time available to devote to Board activities and be of an age that, if elected, the candidate could serve on the Board for at least five years before reaching the mandatory retirement age, which is 72, absent a waiver approved by the Board. Finally, we believe it appropriate for certain key members of our management to participate as members of the Board, while recognizing that a majority of independent directors must be maintained at all times. All candidates will be reviewed in the same manner, regardless of the source of the recommendation. Although not part of any formal policy, our goal is a balanced and diverse Board, with members whose skills, background and experience are complementary and, together, cover the spectrum of areas that impact our business.

A stockholder recommendation of a director candidate must be received no later than the date for submission of stockholder proposals. Please see the section of this Proxy Statement entitled “Dates for Stockholder Proposals.” The recommendation letter should be sent by mail to the Chairperson, Nominating and Governance Committee, c/o James F. Stern, Corporate Secretary, A. O. Smith Corporation, 11270 West Park Place, P.O. Box 245008, Milwaukee, Wisconsin 53224-9508.

The recommendation letter must, at a minimum, provide the stockholder’s name, address, the number and class of shares owned; the candidate’s biographical information, including name, residential and business addresses, telephone number, age, education, accomplishments, employment history (including positions held and current position), and current and former directorships; and the stockholder’s opinion as to whether the stockholder recommended candidate meets the definitions of “independent” and “financially literate” under the NYSE rules. In addition, the recommendation letter must provide the information that would be required to be disclosed in the solicitation of proxies for election of directors under federal securities laws. The stockholder must include the candidate’s statement that he/she meets these requirements and those identified on our website; is willing to promptly complete the Questionnaire required of all officers, directors and candidates for nomination to the Board; will provide such other information as the Committee may reasonably request; and consents to serve on the Board if elected.

A stockholder who desires to nominate a candidate for election as a director must comply with the provisions of our By-laws described under the section of this Proxy Statement entitled “Dates for Stockholder Proposals.”

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Governance of Our Company

Board Committees

The Board of Directors has delegated some of its authority to Committees of the Board. There are three standing Committees: the Audit Committee, the Personnel and Compensation Committee, and the Nominating and Governance Committee. Each standing committee is discussed below. The Board has approved changes in Committee membership and chairpersons assuming the director nominees are elected by stockholders at the Annual Meeting. These anticipated committee assignments are also discussed below.



Audit Committee
Proposed 2024 Membership: • Mr. Fister • Mr. Larsen (Chairperson) • Mr. Mapes • Ms. Martin		The Audit Committee oversees our financial reporting process and the activities of our internal audit function, and appoints the firm that will act as our independent registered public accounting firm. In appointing our independent registered public accounting firm, the Committee reviews its qualifications and its independence. As part of its oversight, the Committee considers the performance of our internal audit function and the independent registered public accounting firm, and reviews our enterprise risk management policies and procedures as well as our process for compliance with legal and regulatory requirements. The Committee is empowered to investigate any matter that comes to its attention and may retain independent legal counsel, advisors, or other experts for advice and assistance as the Committee deems appropriate. As part of its responsibilities, the Committee ensures there is free and open communication among the Committee, our internal audit function, our independent registered public accounting firm and management regarding these matters. The Audit Committee’s duties and responsibilities are set forth in its Charter, which has been approved by the Board and is available on our website. The Audit Committee members are Mr. Larsen, Chairperson, Mr. Mapes and will include Mr. Fister and Ms. Martin, the two director nominees, if elected at the Annual Meeting. Ms. Idelle Wolf, the current Chairperson of the Audit Committee, is retiring from our Board at the Annual Meeting. The Committee consists of at least three directors, all of whom are independent and financially literate under NYSE rules and have been determined to be independent of any conflict with respect to the independent registered public accounting firm. The Board of Directors has determined that Messrs. Fister and Larsen and Mses. Martin and Wolf each qualifies as audit committee financial experts as defined under SEC rules. The Committee held nine meetings during 2023. The Audit Committee Report is included as part of this Proxy Statement.

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Governance of Our Company



Personnel and Compensation Committee
Proposed 2024 Membership: • Mr. Brown (Chairperson) • Ms. Holt • Dr. Kadri • Mr. Smith		The Personnel and Compensation Committee is responsible for establishing and administering our compensation and benefit plans for officers, executives and management employees, including the determination of eligibility for participation in such plans. It determines the compensation to be paid to officers and certain other selected executives and evaluates the performance of the chairman and chief executive officer in light of established goals and objectives. As it deems appropriate, the Committee may retain independent consultants to provide recommendations as to executive compensation. The Committee reviews the recommendation of the Nominating and Governance Committee concerning any conflicts involving such consultants and makes a determination as to their independence prior to their retention. The Committee directs the senior vice president – human resources and public affairs to prepare computations for its consideration and considers recommendations of the chief executive officer as to compensation of executives other than the chief executive officer. The Committee also provides oversight to the company’s management with respect to the company’s pension and savings plans. Further, the Committee provides oversight of our recoupment (“clawback”) policy for incentive compensation. The Personnel and Compensation Committee’s duties and responsibilities are set forth in its Charter, which has been approved by the Board and is available on our website. The Personnel and Compensation Committee members are Mr. Brown, Chairperson, Ms. Holt, Dr. Kadri and Mr. Smith. The Committee consists of four directors, all of whom are independent under SEC and NYSE rules and have been determined to be independent of any conflict with respect to the Committee’s compensation consultant. The Committee held four meetings during 2023. The Personnel and Compensation Committee Report is included as part of this Proxy Statement.

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Governance of Our Company



Nominating and Governance Committee
Proposed 2024 Membership: • Ms. Holt (Chairperson) • Mr. Brown • Dr. Kadri • Mr. Smith		The Nominating and Governance Committee oversees our governance processes and procedures, assists the Board in identifying qualified candidates for election as Board members, and establishes and periodically reviews criteria for selection of directors. This Committee reviews our company’s and the Board Committees’ structures to ensure appropriate oversight of risk. Further, the Committee provides direction to the Board as to the independence, financial literacy and financial expertise of directors, and the composition of the Board and its Committees. As part of its responsibilities, the Committee reviews the independence of consultants to the Personnel and Compensation Committee and makes recommendations to the Personnel and Compensation Committee as to their independence. The Committee also is responsible for reviewing and making recommendations to the Board as to director compensation. In addition, the Committee provides oversight to the Board with respect to our ongoing Environmental, Social and Governance program to ensure program milestones are met. The responsibilities and duties of the Nominating and Governance Committee are set forth in its Charter, which has been approved by the Board and is available on our website. The Nominating and Governance Committee members are Ms. Holt, Chairperson, Mr. Brown, Dr. Kadri and Mr. Smith. The Committee consists of four directors, all of whom are independent under the NYSE rules. The Nominating and Governance Committee met six times during 2023, including three special meetings. The Report of the Nominating and Governance Committee is included as part of this Proxy Statement.

Our Leadership Structure

Kevin J. Wheeler holds the combined position of chairman and chief executive officer. He assumed the role of chairman in 2020 in addition to president and chief executive officer, which he became in 2018. This structure completed a long planned and orderly succession process of our company leadership, as a result of which we have a single strong leader who represents our company. We have traditionally used this leadership structure, which we believe benefits our stockholders, customers and other key stakeholders by having a single well-recognized and regarded leader.

While we realize that the chairman position is held by an executive officer, we believe the independent members of our Board and the three standing Board Committees provide appropriate oversight. In this regard, the Audit Committee oversees the accounting and financial reporting processes, as well as legal and compliance matters. The Personnel and Compensation Committee oversees the annual performance of our chairman and chief executive officer, as well as our executive compensation program, and oversees our retirement and savings plans. The Nominating and Governance Committee evaluates independence issues and monitors matters such as the composition and performance of the Board and its Committees, as well as the company’s Environmental, Social and Governance program. Each Committee is led by an independent chairperson other than the chairman and chief executive officer and, as discussed in more detail in this Proxy Statement, the entire Board of Directors is actively involved in overseeing our risk management. Altogether, we believe this framework strikes a sound balance with appropriate oversight.

Further, we have a Presiding Director who is an independent director and chairs meetings of all nonmanagement directors in executive session, and consults with the chairman on Board agendas, materials and topics, as well as provides feedback from the meeting of the independent directors. In 2023, each regular Board meeting included a

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Governance of Our Company

nonmanagement directors’ session. This allows directors to speak candidly on any matter of interest, without the chairman and chief executive officer or other management present. In accordance with our Corporate Governance Guidelines, the role of Presiding Director rotates among committee chairs every two years, to provide continuity in director oversight. We believe this structure provides consistent and effective oversight of our management and our company.

Our directors bring a broad range of leadership experience to the boardroom and regularly contribute to the thoughtful discussion involved in overseeing the affairs of our company. We believe all Board members are well-engaged in their responsibilities, and all Board members express their views and are open to the opinions expressed by other directors. We conduct a robust evaluation of our Board annually to help ensure that the Board is open and well-functioning and to identify and address any director concerns. We do not believe that appointing an independent board chairman, or a permanent Presiding Director, would improve the performance of the Board.

Consideration of Risk

Our Board is actively involved in overseeing our risk management. In 2023, areas of particular focus for the Board included oversight of the company’s assessment of the risk of doing business in China, including marketplace, operational and geopolitical considerations, as well as oversight of the company’s Environmental, Social and Governance program, global privacy program and cybersecurity matters.

We seek to identify and address significant and material risks through our Enterprise Risk Management (“ERM”) process. Our ERM process assesses, manages and monitors risks consistent with the integrated risk framework in the Enterprise Risk Management – Integrated Framework (2017) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). We believe that risk-taking is an inherent aspect of the pursuit of our strategy. Our goal is to avoid risks and, if not, to prudently manage such risks.

Senior management prioritizes identified risks and assigns an executive to address each major identified risk area and lead action plans to manage risks. Senior management presents on these risks to the Board at a majority of meetings each year. Our Board of Directors provides oversight of the ERM process and reviews and actively engages in discussion of significant identified risks to the company.

In addition, each of our Board Committees considers risk within its area of responsibility. For instance, our Audit Committee asks management to address a specific critical accounting issue at most of its meetings and considers the overall impact that the issue has on our financial position and risk profile. In addition, they discuss legal and compliance matters and assess the adequacy of our risk-related internal controls. The Audit Committee oversees the frequency and creation of surveys by management of ERM matters and reviews with the Board and management the company’s ERM program, including specific risk topics that are addressed in presentations to the Board, including information security risk and privacy compliance. Likewise, the Nominating and Governance Committee annually reviews governance practices with respect to risk and oversight. The Nominating and Governance Committee also provides oversight for risks related to environmental, social and governance matters. Additionally, on an annual basis, the Nominating and Governance Committee reviews our company’s and Board Committees’ structures to ensure appropriate oversight of risk. The Personnel and Compensation Committee considers risk and structures our executive compensation programs with an eye to providing incentives to appropriately reward executives for profitable revenue growth without undue risk-taking. Each year, the Personnel and Compensation Committee also performs a risk assessment with respect to all of our incentive compensation programs globally and reviews the executive succession process. The Personnel and Compensation Committee also provides oversight on the risk and return of our investments for retirement plans and our recoupment (“clawback”) policy for incentive compensation.

Further, our approach to compensation practices and policies applicable to employees throughout our organization is consistent with that followed for executives. In this regard, the Personnel and Compensation Committee analyzed our compensation and, among other things, concluded that no individual business segment carries a

2024 Proxy Statement 19

Governance of Our Company

significant portion of our risk profile; has significantly different compensation structure from the others; pays compensation expenses as a significant percentage of its revenue; or varies significantly from the overall risk and reward structure of our company. Accordingly, we believe that risks arising from our operating environment and our incentive programs are not reasonably likely to have a material adverse effect on our company.

We typically benchmark our compensation and benefits packages at all levels of the organization every year. Base pay, bonus targets and long-term incentives are targeted to market median for each position. Most exempt salaried positions are eligible for participation in a bonus program. For employees in a corporate function, 2023 annual incentive programs were based upon attainment of the same net sales and earnings before interest and taxes (“EBIT”) targets as our executives. Annual incentive programs at our business segments are based upon attainment of business unit net sales and earnings before interest and taxes (“PEBIT”), financial and strategic objectives established and approved annually. A limited number of key managers below the executive level are eligible to participate in a long-term incentive program that awards restricted stock units in varying amounts based upon position and market comparisons. However, awards normally are subject to at least a three-year cliff vesting or pro rata vesting period. We feel this combination of base salary, bonus plans tied to critical financial measurements and long-term incentives with three-year vesting periods is balanced and serves to motivate our employees to accomplish our company objectives and retain key employees while avoiding unreasonable risk-taking.

Cybersecurity Risk Assessment and Oversight

Our company analyzes and assesses information security risks associated with our business on an ongoing basis. As part of our program, our company routinely tests our controls and information systems. We also provide information security training for our salaried employees annually, conduct monthly phishing simulations, and provide periodic cybersecurity communications to all salaried employees.

Our Board recognizes the importance of maintaining the trust and confidence of our customers, employees, and suppliers with respect to our information security and, as a part of its oversight, devotes considerable time and attention to cybersecurity. The Board received one comprehensive briefing on information systems and cybersecurity in 2023, including outside legal experts in the field. In addition, at every meeting, the Audit Committee meets with management to review and oversee risk exposures related to information security, cybersecurity and data protection, and the steps management has taken to monitor and control such exposures. This includes Committee review of training, risk assessment, internal controls, security software, incident response plans and forward-looking information security strategies. The company also performs periodic cybersecurity assessments against nationally recognized industry standards. Additionally, our procedures require our Board to be notified of any material breach of our information systems. While the company has experienced information security incidents and attacks, and may in the future, the company has not experienced any material information security incidents or breaches.

20 A. O. Smith Corporation

Governance of Our Company

Our Commitment to Corporate Responsibility and Sustainability

We are committed to growing our business in a sustainable and socially responsible manner consistent with our Guiding Principles. This commitment has driven us to design, engineer and manufacture highly innovative and efficient products in an environmentally responsible manner that helps reduce energy consumption, conserve water and improve drinking water quality and public health. Consistent with this commitment, we issue our sustainability report biennially detailing our company’s historical and current efforts. We issued our third report, the 2022 Environmental, Social and Governance (“ESG”) Report in December 2022, documenting our ESG activities over the two years prior to the report, and plan to issue our fourth report later in 2024. These reports detail the positive impact of our highly efficient products, highlight our company’s commitment to employees and the communities in which we operate, and report on our progress toward our goals. In 2024, we will continue to report on our greenhouse gas emissions reduction goal of 10% by 2025 and will also discuss our water stewardship goal. Our scorecard reflecting our progress is available on our website.

To hold ourselves accountable, we have established ESG oversight at the Board and management levels. In 2018, we formed an ESG Council comprised of a cross-section of leaders from operations; product engineering; environment, health and safety; legal affairs; investor relations; human resources and supply chain. In 2023, we assessed and expanded where appropriate Council membership. The Council makes recommendations about ESG priorities and goals, key performance indicators and potential reporting enhancements, while also identifying improvement areas regarding our ESG activities. Our director of ESG manages the Council and reports directly to our executive vice president and chief financial officer, who chairs the ESG Council. Our ESG Council is accountable to our chief executive officer and our Board. The Board provides oversight of the company’s ESG efforts, receives annual sustainability updates, and reviews the company’s ESG efforts including its periodic ESG reports. In 2023, the Board received one comprehensive briefing on ESG reporting and initiatives.

In 2023, the Board added an element to the executive long-term incentive compensation program to reward our executives for performance against critical strategic issues facing our company. For 2023, that measure was the greenhouse gas emission reduction goal established in our 2020 ESG report.

Our ESG reports are available on our website, www.aosmith.com, the contents of which are not incorporated by reference into this Proxy Statement.

2024 Proxy Statement 21

Governance of Our Company

Public Policy and Regulatory Advocacy

As a leading, global water technology manufacturing company, we believe we have a responsibility as a good corporate citizen to participate in the public policy and regulatory process. Accordingly, we engage and advocate on public policy and regulatory issues that are core to our businesses through ongoing, constructive, and transparent interactions with government officials, policymakers, industry and trade associations and other stakeholder groups. These engagements are grounded in and guided by our commitment to strong corporate governance, compliance with our Guiding Principles, and respect and adherence to applicable laws in the jurisdictions in which we operate globally.

We believe that involvement in industry and trade associations is beneficial to our business, and, therefore, we participate as a member in a number of these organizations. Our participation in an organization may be, in whole or in part, to advance collaborative and constructive approaches to industry engagement with policymakers and other stakeholders to help advance the company’s business goals. We pay membership dues to a number of trade associations and industry groups that may use these funds at their discretion to fund political activities. However, our membership in an organization does not imply our endorsement of all of the policy positions of that particular group. We review these memberships annually to assess their business value and alignment with the company’s overall public policy agenda.

We also maintain and administer the A. O. Smith Political Action Committee (“AOSPAC”). The AOSPAC was created to allow our eligible employees and directors to act together in supporting candidates who seek to advance public policies that are supportive of our employees, products and the communities in which we live and work. Governed by a board of directors and a set of bylaws, the AOSPAC complies with applicable laws, including with respect to registration and the filing of required information with the Federal Election Commission.

22 A. O. Smith Corporation

DIRECTOR COMPENSATION

Overview

The Nominating and Governance Committee of the Board of Directors is responsible for reviewing and making recommendations to the Board as to director compensation, which is reviewed annually. Nonemployee directors are compensated in the form of cash and shares of Common Stock. Management directors receive no compensation for their service on our Board.

For 2023, the Board approved the Committee’s recommendation to make no changes in its director compensation program. Current director compensation is set forth below. All cash retainers are paid quarterly. The equity retainer is paid in the form of shares of our Common Stock upon a director’s election to the Board after each annual meeting of stockholders.

NONEMPLOYEE DIRECTOR COMPENSATION STRUCTURE



Pay Element	Committee	Amount

Board Cash Retainer		$103,500

Board Equity Retainer		$140,000

Committee Chair Cash Retainers	Audit Committee	$ 20,000
	Personnel and Compensation Committee	$ 15,000
	Nominating and Governance Committee	$ 15,000

Presiding Independent Director Cash Retainer		$ 30,000

Director Compensation



Name¹	Fees Earned or Paid in Cash ($)²		Stock Awards ($)^3,4		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)		All Other Compensation ($)⁵		Total ($)

Ronald D. Brown	$	118,500	$	140,018		—		—		—		—	$	258,518

Earl E. Exum⁶		103,500		140,018		—		—		—		—		243,518

Victoria M. Holt		118,500		140,018		—		—		—		—		258,518

Dr. Ilham Kadri		103,500		140,018		—		—		—		—		243,518

Michael M. Larsen		103,500		140,018		—		—		—		—		243,518

Christopher Mapes		77,625		140,018		—		—		—		—		217,643

Ajita G. Rajendra		103,500		140,018		—		—		—		—		243,518

Mark D. Smith		103,500		140,018		—		—		—		—		243,518

Idelle K. Wolf		153,500		140,018		—		—		—		—		293,518

Gene C. Wulf⁷		25,875		—		—		—		—		—		25,875

1	Mr. Wheeler, as an employee director, receives no compensation for his service as a director.

2	Includes amounts earned during 2023, even if deferred. Mr. Exum deferred 100% of his cash retainer fees in 2023.

2024 Proxy Statement 23

Director Compensation

Reflects the grant date fair value of stock awards calculated in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 12 to our 2023 Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Directors receive a stock award of Common Stock as part of their annual retainer. On April 11, 2023, each then serving director except for Mr. Wheeler received a stock award worth $140,018, or 2,126 shares valued at $65.86 per share, which was the adjusted average of the high and low prices on the grant date rounded up to the next whole share. Mr. Brown has deferred his receipt of 69,762 shares until his separation from service as a director. Ms. Holt has deferred her receipt of 6,542 shares until her separation from service as a director. Mr. Larsen has deferred his receipt of 6,542 shares until his separation from service as a director. Ms. Wolf has deferred her receipt of 9,981 shares until her separation from service as a director, which will be April 9, 2024. Deferred stock holdings include dividends on deferred stock which are paid in the form of restricted stock units.

Each director as of December 31, 2023, owned the following aggregate number of shares or restricted stock units in connection with service as a director: Mr. Brown, 74,493; Ms. Holt, 6,542; Dr. Kadri, 17,223; Mr. Larsen, 17,967; Mr. Mapes, 12,134; Mr. Rajendra, 8,145; Mr. Smith, 114,548; and Ms. Wolf, 56,935. Please see the “Security Ownership of Directors and Management” Table for additional information.

5	None of the directors received perquisites or other personal benefits in an aggregate amount of $10,000 or more. We reimburse directors for transportation, lodging and other expenses actually incurred in attending Board and Committee meetings.

6	Mr. Exum died on October 1, 2023. Reflects compensation paid prior to his death.

7	Mr. Wulf did not stand for re-election at the April 2023 Annual Meeting of Stockholders. Reflects compensation paid to him prior to his retirement.

The Board requires that every new director participate in a detailed orientation, including visits to our key operations. This encompasses a review of business and financial operations, meetings with business executives and others, and an overview of our corporate governance policies and procedures. New directors receive no additional compensation for their participation in orientation matters.

The stock ownership requirement for directors is five times the applicable cash retainer received by the director in the last year. Each director is required to acquire beneficial ownership of A. O. Smith Corporation Common Stock having an aggregate value equal to this stock ownership requirement within five years of his or her election as a new director. All directors have met this requirement, except Ms. Holt, who joined our Board three years ago and Mr. Mapes, who joined last year. Both are on track to meet this requirement.

Certain directors have elected to defer the payment of their fees and receipt of Common Stock shares under the A. O. Smith Non-qualified Deferred Compensation Plan (the “Deferred Compensation Plan”). The Deferred Compensation Plan allows directors to defer all or a portion (not less than 25%) of their fees until a later date, but not later than the year in which the director ceases service as a director. Payments can be made in a lump sum or in not more than 10 annual installments. This is handled as a bookkeeping entry, with gains and losses credited to the director’s account each month based on the director’s crediting election. The crediting election is used to designate the investment fund(s) as the basis for calculating the rate of return equivalent for the director’s account. Mr. Exum elected to defer payment of his director fees during 2023. Mr. Brown, Ms. Holt and Mr. Larsen have deferred receipt of their stock awards in 2023, which consequently are treated as restricted stock units. Dividends on stock which have been deferred as restricted stock units are also received in the form of restricted stock units based on the average of the high and low price of our Common Stock on the date of the dividend.

24 A. O. Smith Corporation

STOCK OWNERSHIP

Security Ownership of Directors and Management

The following table shows, as of December 31, 2023, the Class A Common Stock and Common Stock of our company beneficially owned by each director, each nominee for director, each named executive officer in the “Summary Compensation Table” and by all directors and executive officers as a group.



Name	Class A Common Stock^1,2		Percent of Class A Common Stock		Common Stock^1,2		Restricted Stock Units		Options Exercisable Within 60 Days		Percent of Common Stock

Ronald D. Brown		0		0		4,731		69,762		0		*

Todd W. Fister		0		0		0		0		0		*

SEC Form DEF 14A filed by A.O. Smith Corporation