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A. O. Smith Corp (AOS.N)

AOS.N on New York Stock Exchange

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14 Nov 2018
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Summary

Name Age Since Current Position

Ajita Rajendra

66 2018 Executive Chairman of the Board

Kevin Wheeler

58 2018 President, Chief Executive Officer, Chief Operating Officer, Director

John Kita

62 2011 Chief Financial Officer, Executive Vice President

D. Samuel Karge

2018 President - North Americawater Treatment Business Unit

James Stern

55 2007 Executive Vice President, General Counsel, Secretary

Robert Heideman

51 2013 Senior Vice President, Chief Technology Officer

Peter Martineau

63 2016 Senior Vice President, Chief Information Officer

Mark Petrarca

54 2006 Senior Vice President - Human Resources and Public Affairs

Wilfridus Brouwer

59 2017 Senior Vice President – International, President – A. O. Smith Holdings (Barbados) SRL

Paul Dana

55 2017 Senior Vice President – Global Manufacturing

Wei Ding

55 2017 Senior Vice President, President – A. O. Smith China

Charles Lauber

55 2013 Senior Vice President - Strategy and Corporate development

William Vallett

58 2013 Senior Vice President, Chief Executive Officer – Lochinvar, LLC

David Warren

53 2017 Senior Vice President, President and General Manager North America Water Heating

Gene Wulf

67 2018 Lead Independent Director

Ronald Brown

64 2013 Independent Director

William Greubel

66 2012 Independent Director

Paul Jones

69 2014 Independent Director

Ilham Kadri

49 2016 Independent Director

Bruce Smith

69 2018 Independent Director

Mark Smith

56 2001 Independent Director

Idelle Wolf

65 2005 Independent Director

Patricia Ackerman

Vice President - Investor Relations and Treasurer

Biographies

Name Description

Ajita Rajendra

Mr. Ajita G. Rajendra has been appointed Executive Chairman of the Board of the Company effective Sept. 1. 2018. He has been a director of our company since 2011. He is a member of the Investment Policy Committee of the Board. Mr. Rajendra is chairman and chief executive officer of our company. From 2014 to 2017 he was chairman, president and chief executive officer of our company. Mr. Rajendra previously served as president and chief executive officer from 2013 to 2014, and as 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 a member of the Audit Committee and Human Resources Committee, and on the board of The Timken Company, where he serves on the Audit and Compensation Committees. Further, Mr. Rajendra was a director of Industrial Distribution Group, Inc. from 2007 until its acquisition by Eiger Holdco, LLC in 2008.

Kevin Wheeler

Mr. Kevin J. Wheeler has been appointed President, Chief Executive Officer, Chief Operating Officer, Director of the Company effective Sept. 1, 2018. He has been a director of our company since July 2017. Mr. Wheeler became president and chief operating officer of our company in May 2017. 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 is 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 1993 as a regional sales manager and has held positions of increasing responsibility.

John Kita

Mr. John J. Kita serves as Chief Financial Officer, Executive Vice President of A. O. Smith Corporation. He served as Controller of the Company. He was Vice President, Treasurer and Controller from 1996 to 2006, Treasurer and Controller from 1995 to 1996 and Assistant Treasurer from 1988 to 1994.

D. Samuel Karge

Mr. D. Samuel Karge is President - North Americawater Treatment Business Unit of the Company. Karge joins A. O. Smith after serving as vice president-sales and marketing for Zurn Industries ofMilwaukee, part of the Rexnord Water Management Platform. While at Zurn, he led a number of strategic initiatives including a revamp of the company's marketing function, the development of a National Owners Accounts team focused on large, national customers, and the launch of critical new products in the commercial channel. From 2008 until 2016, Karge worked at Pentair Residential Filtration ofMilwaukee, holding positions in platform management and marketing management. As vice president and platform leader of the Residential Filtration Platform, he was responsible for the business unit's engineering, finance, global sales, marketing, product management and quality functions. Prior to that, he held the positions of vice president-global marketing and director of global marketing and product management. He has also held positions in global marketing and sales, product management, and new product development at GE Water and Process Technologies prior to its entering into a joint venture with Pentair in 2008. He began his career as a marketing manager with Osmonics, Inc., of Milwaukee. GE acquired Osmonics in 2001. Karge is a 1997 graduate of the University of Wisconsin-Madison with a bachelor of science degree in communications and advertising with an emphasis in engineering.

James Stern

Mr. James F. Stern serves as Executive Vice President, General Counsel and Secretary of A. O. Smith Corporation. Mr. Stern was Partner - Foley & Lardner LLP, 1997 to 2006.

Robert Heideman

Mr. Robert J. Heideman serves as Senior Vice President, Chief Technology Officer of A. O. Smith Corporation. He was Senior Vice President - Corporate Technology from 2010 to 2011, Vice President - Corporate Technology from 2007 to 2010, Director - Materials from 2005 to 2007 and Section Manager from 2002 to 2005. He has also been Engineering Supervisor - Kohler Company in 2001.

Peter Martineau

Mr. Peter R. Martineau serves as Senior Vice President, Chief Information Officer of the Company. He was Vice President – Business Transformation 2013 to 2015; Vice President – Customer Satisfaction 2010 to 2012

Mark Petrarca

Mr. Mark A. Petrarca is Senior Vice President - Human Resources and Public Affairs of A. O. Smith Corporation. He was the Vice President - Human Resources and Public Affairs from 2005 to 2006, Vice President of Human Resources of A. O. Smith Water Products Company 1999 to 2004.

Wilfridus Brouwer

Dr. Wilfridus Maria Brouwer, Ph.D., is Senior Vice President – International, President – A. O. Smith Holdings (Barbados) SRL of the Company. He was Senior Vice President – Asia Corporate Development, President – A. O. Smith Holdings (Barbados) SRL of A. O. Smith Corporation . He was Executive Project Leader of Akzo Nobel since 2007 to 2008, Vice President Decorative Coatings; President Asia Operations of Akzo Nobel since 2005 to 2007 and Global Sub Business Unit Manager - Akzo Nobel since 2004 to 2005. He earned a bachelor’s degree and master’s degree in chemistry from Utrecht University in the Netherlands. He received a Ph.D in chemistry from Eindhoven University of Technology in the Netherlands in 1984. In 1995, he received an MBA degree from Pace University, New York, N.Y.

Paul Dana

Mr. Paul R. Dana serves as Senior Vice President – Global Manufacturing of the Company. He was Vice President – Global Manufacturing, President – APCOM, a Division of State Industries, Inc., a subsidiary of the Company 2011 to Present of A. O. Smith Corporation. He was Vice President – Product Engineering 2006 to 2010, Plant Manager – Productos de Agua, S. de R.L. de C.V. 1998 to 2005.

Wei Ding

Mr. Wei Ding serves as Senior Vice President, President – A. O. Smith China of the Company. He was Senior Vice President; President and General Manager – A. O. Smith (China) Water Heater Co., Ltd., of A. O. Smith Corporation. He served as Senior Vice President – A. O. Smith Water Products Company since 2011 to 2012; Vice President – China – A. O. Smith Water Products Company from 2006 to 2011.

Charles Lauber

Mr. Charles T. Lauber serves as Senior Vice President - Strategy and Corporate Development of A. O. Smith Corporation. He served as Senior Vice President – Group Chief Financial Officer – A. O. Smith Water Products Company from 2011 to 2012; Senior Vice President – Chief Financial Officer – A. O. Smith Water Products Company from 2006 to 2011; Vice President – Global Finance – A. O. Smith Electrical Products Company from 2004 to 2006; Vice President and Controller – A. O. Smith Electrical Products Company from 2001 to 2004 and Director of Audit and Tax from 1999 to 2001.

William Vallett

Mr. William L. Vallett, Jr., is Senior Vice President, Chief Executive Officer – Lochinvar, LLC of A. O. Smith Corporation. He is Senior Vice President since 2013; Chief Executive Officer – Lochinvar Corporation from 1992 to 2012; Vice President Operations – Lochinvar Corporation from 1987 to 1992.

David Warren

Mr. David R. Warren serves as Senior Vice President, President and General Manager North America Water Heating of the Company. Warren has served as vice president of the India, Europe, and export businesses, overseeing the company's international water heater operations in Europe, and water heater and water treatment operations in Turkey and India. He also was responsible for the company's export water heater activities. Warren joinedA. O. Smithin 1989 as a wholesale sales coordinator and was promoted to district manager of the South Texas District. In 1999, he was named a regional sales manager for the South Central Region. In 2002, he became director of Reliance retail water heater sales. In 2004, Warren was named managing director of the company's Veldhoven operation with responsibility for the European and Middle Eastern markets and export water heater sales. Warren is a graduate of the University of Minnesota with a bachelor's degree in sales and marketing and has taken courses in international business from Franklin University-Switzerland in Lugano, Switzerland.

Gene Wulf

Mr. Gene C. Wulf is re-designated as Lead Independent Director of the Company effective April 2018. He is currently Independent Director of A. O. Smith Corporation. He has served as a director of our company since 2003. He is the chairperson of the Audit Committee of the Board. Until his retirement in 2011, Mr. Wulf served as executive vice president of Bemis Company, Inc., where he was responsible for integration of acquisitions, as well as global corporate strategy and information technology. He previously was senior vice president and chief financial officer of Bemis Company, Inc. from 2005 to 2010; was vice president, chief financial officer and treasurer of Bemis Company, Inc., from 2002 through 2005; and was vice president and controller from 1998 to 2002. He also served as a director of Bemis Company, Inc. from 2006 until his retirement in 2011. Bemis Company, Inc. is one of the largest flexible packaging companies in the Americas.

Ronald Brown

Mr. Ronald D. Brown is an Independent Director of A. O. Smith Corporation. He has been a director of our company since 2001. He is the chairperson of the Personnel and Compensation Committee and a member of the Nominating and Governance Committee of the Board. Mr. Brown joined The Armor Group, Inc. in 2013 as chief operating officer and became vice chairman in March 2017. The Armor Group, Inc. is a certified woman-owned corporation that manufactures equipment and products and provides related services to a variety of industrial markets, including beverage and food service, medical, power generation, automobile and military. From 2009 until 2014, Mr. Brown was managing director of Taft Business Consulting, LLC, a consulting group affiliated with the law firm of Taft Stettinius & Hollister LLP, which provides advisory services on a range of business issues. From 2010 to 2013, Mr. Brown served as chief financial officer of Makino, Inc., a privately held global metalworking technologies company. Prior to that, Mr. Brown was chairman and chief executive officer of Milacron Inc. from 2001 to 2008 and president and chief operating officer of Milacron Inc. from 1999 through 2001. He joined Milacron Inc. in 1980. Milacron is a supplier of plastic processing and metalworking fluid technologies; the company filed for bankruptcy in 2009. Mr. Brown also 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, until it was acquired by New Mountain Capital in 2015. He also joined the James Advantage Funds in 2014 as an independent trustee, where he serves on its Audit Committee, and joined Clippard Instrument Laboratory, Inc. as a director in April 2017.

William Greubel

Mr. William P. Greubel is an Independent Director of A. O. Smith Corporation. He has been a director of our company since 2006. He is the chairperson of the Nominating and Governance Committee and a member of the Personnel and Compensation Committee of the Board. Mr. Greubel was the chief executive officer of Wabash National from 2002 to 2007 and held various director positions with Wabash National, including chairman and executive director, until his retirement as a director in 2009. Wabash National is one of the leading manufacturers of semi-truck trailers in North America, specializing in the design and production of dry freight vans, refrigerated vans, flatbed trailers, drop deck trailers, dry and wet trailers and intermodal equipment. Mr. Greubel previously was chief executive officer of Accuride Corporation from 1998 until 2002 and president from 1994 until 1998. Mr. Greubel served as a director of Wabash National from 2002 to 2009 and of privately held Utilimaster Corp. from 2002 to 2009.

Paul Jones

Mr. Paul W. Jones serves as Independent Director of A. O. Smith Corporation. He has been a director of our company since 2004. He is a member of the Nominating and Governance Committee and the Personnel and Compensation Committee of the Board. He was executive chairman of the board of our company from 2013 until his retirement in 2014. Mr. Jones served as chairman of the board and chief executive officer of our company from 2011 to 2012; chairman of the board, president and chief executive officer from 2006 to 2011; and president and chief operating officer from 2004 to 2005. Prior to joining A. O. Smith, he was chairman and chief executive officer of U.S. Can Company, Inc. from 1998 to 2002. He previously was president and chief executive officer of Greenfield Industries, Inc. from 1993 to 1998 and president from 1989 to 1992. Mr. Jones has been a director of Federal Signal Corporation since 1998, where he chairs the Nominating and Governance Committee and is a member of the Compensation and Benefits Committee; and a director of Rexnord Corporation since 2014, where he is a member of the Compensation Committee, chairs the Executive Committee and was elected non-executive chairman in 2015. He was a director of Integrys Energy Group, Inc., where he chaired the Financial Committee and was a member of the Audit Committee from 2011 until its merger into Wisconsin Energy Corporation in 2015 and continued as a director and Audit Committee member of the newly formed entity, WEC Energy Group, Inc. until his resignation in December 2017. He also was a director of Bucyrus International, Inc. from 2006 until its acquisition by Caterpillar, Inc. in 2011 and chaired its Compensation Committee. In addition, he was the co-founder and is currently co-chair of The Water Council, a non-profit organization dedicated to the development of the global water industry.

Ilham Kadri

Dr. Ilham Kadri is an Independent Director of the Company. Dr. Kadri has been a director of our company since 2016. She is a member of the Audit Committee of the Board. Dr. Kadri is president and chief executive officer of Diversey, Inc. Diversey, Inc. is a leading provider of cleaning and hygiene products to the hospitality, healthcare, food and beverage, food service, retail and facility management sectors, with customers worldwide. Diversey, Inc. was spun off from Sealed Air Corporation in 2017, where Dr. Kadri was vice president and president of the Diversey Care division from 2013 to 2017. Prior to joining Sealed Air Corporation, Dr. Kadri was with Dow Chemical Company from 2007 until 2012, where she was the general manager of the Dow 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 sustainable separation and purification technology, following its acquisition of Rohm and Haas, where she served as a marketing director for the construction, coatings and industrial division. Dr. Kadri started her career with Royal Dutch Shell PLC in the Netherlands and has held positions of increasing financial and global responsibility with public and private companies.

Bruce Smith

Mr. Bruce M. Smith is re-designated as Independent Director of the Company effective April 2018. He Retired Chairman of the Board of Managers and Former Chief Executive Officer, Smith Investment Company LLC; Former Chairman of the Board, President and Chief Executive Officer, Smith Investment Company. Mr. Smith has been a director of our company since 1995. He is the chairperson of the Investment Policy Committee and a member of the Personnel and Compensation Committee and the Nominating and Governance Committee of the Board. He was elected president of Smith Investment Company Inc. (“SICO”) in 1993 and served as chairman and chief executive officer of SICO from 1999 until its merger with our company in 2009. Shares of our Class A Common Stock and Common Stock were SICO’s principal asset and represented a controlling position in our company until the merger. Mr. Smith was a director of SICO from 1983 to 1988 and from 1991 to 2009. From 2009 until his retirement in 2012, Mr. Smith also was chief executive officer of Smith Investment Company LLC, an entity that holds all of the assets and liabilities of SICO (other than our Class A Common Stock and Common Stock owned by SICO until the merger). From 2009 to 2016, Mr. Smith was chairman of the board of managers of Smith Investment Company LLC. He was also chief executive officer of Berlin Industries LLC, which was engaged in multicolor printing and related services, from 1996 until its sale in 2011. Further, Mr. Smith is one of three trustees of the Smith Family Voting Trust, which holds a controlling position in the stock of our company. Mr. Smith is a first cousin of Mark D. Smith, also a director of our company. Roger S. Smith, brother of director Bruce M. Smith, was a long-standing employee of our company until his retirement in January 2018. Until his retirement, Roger Smith split his time between his non-executive position as director-community affairs and at the A. O. Smith Foundation, a charitable organization.

Mark Smith

Mr. Mark D. Smith serves as Independent Director of A. O. Smith Corporation. He has been a director of our company since 2001. He is a member of the Audit Committee of the Board. He has served as a product business manager for Strattec Security Corporation since 1997. Strattec Security Corporation designs, develops, manufactures and markets 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.

Idelle Wolf

Ms. Idelle K. Wolf is an Independent Director of A. O. Smith Corporation. She has been a director of our company since 2005. She is a member of the Audit Committee of the Board. Ms. Wolf was president of Barnes Distribution from 2006 to 2007 and vice president of Barnes Group Inc. from 2000 to 2007. She previously was president of Barnes Distribution North America from 2004 through 2005. She joined Barnes Group Inc. as vice president and as chief operating officer of Barnes Distribution in 2000. Barnes Distribution is a leading distributor of maintenance, repair, operating and production supplies with distribution centers in North America, Europe and Asia.

Patricia Ackerman

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