Stock Based Compensation | Stock Based Compensation The Company adopted the A. O. Smith Combined Incentive Compensation Plan (the Incentive Plan) effective January 1, 2007, and the Incentive Plan was reapproved by stockholders on April 15, 2020. The Incentive Plan is a continuation of the A. O. Smith Combined Executive Incentive Compensation Plan which was originally approved by stockholders in 2002. The number of shares available for granting of share units at March 31, 2024 was 2,293,586. Upon stock option exercise or share unit vesting, shares are issued from treasury stock. Total stock based compensation expense recognized in the three months ended March 31, 2024 and 2023 was $8.3 million and $7.0 million, respectively. Stock Options Beginning in 2023, the Company no longer grants stock options. Stock options previously granted have a three year pro rata vesting from the date of grant. Stock options were issued at exercise prices equal to the fair value of the Company’s Common Stock on the date of grant. For active employees, all options granted expire ten years after the date of grant. The Company’s stock options are expensed ratably over the three year vesting period. Stock based compensation expense attributable to stock options in the three months ended March 31, 2024 and 2023 was $0.2 million and $0.3 million, respectively. Changes in options, all of which relate to the Company’s Common Stock, were as follows for the three months ended March 31, 2024: Weighted- Number of Average Aggregate Outstanding at January 1, 2024 $ 52.93 1,872,553 Exercised 44.72 (242,687) Forfeited 74.27 (1,167) Outstanding at March 31, 2024 54.14 1,628,699 6 years $ 57.5 Exercisable at March 31, 2024 52.77 1,523,932 6 years $ 55.9 Share Units Participants in the Incentive Plan may be awarded share units. Share units vest three years after the date of grant. The Company granted 189,792 and 165,686 share units under the Incentive Plan in the three months ended March 31, 2024 and 2023, respectively. The share units were valued at $15.6 million and $11.1 million at the date of issuance in 2024 and 2023, respectively, based on the price of the Company’s Common Stock at the date of grant. The share units are recognized as compensation expense ratably over the three-year vesting period; however, included in share unit expense in the three months ended March 31, 2024 and 2023 was expense associated with accelerated vesting of share unit awards for certain employees who are retirement eligible or will become retirement eligible during the vesting period. Stock based compensation expense attributable to share units of $7.8 million and $6.6 million was recognized in the three months ended March 31, 2024 and 2023, respectively. Certain non-U.S.-based employees receive the cash value of the share price at the vesting date in lieu of shares. Unvested cash-settled awards are remeasured at each reporting period. A summary of share unit activity under the Incentive Plan is as follows for the three months ended March 31, 2024: Number of Units Weighted-Average Issued and unvested at January 1, 2024 381,189 $ 63.33 Granted 189,792 82.22 Vested (92,582) 60.78 Forfeited (776) 68.16 Issued and unvested at March 31, 2024 477,623 71.16 Performance Stock Units Beginning in 2023, certain executives may be awarded performance stock units under the Incentive Plan. Performance stock units vest over three years following the date of the grant. Performance stock units vest under a set of measurement criteria which are based upon achievement of certain Environmental, Social, and Governance targets. Potential payouts range from zero to 150% of the target awards and changes from target amounts are reflected as performance adjustments. The Company granted 28,390 and 24,580 performance stock units under the Incentive Plan in the three months ended March 31, 2024 and 2023, respectively. The performance stock units were valued at $2.3 million and $1.7 million at the date of issuance in 2024 and 2023, respectively, based on the price of the Company’s Common Stock at the date of grant. The performance stock units are recognized as compensation expense ratably over the three-year vesting period. Stock based compensation expense attributable to performance stock units of $0.3 million and $0.1 million was recognized in the three months ended March 31, 2024 and 2023, respectively. Certain non-U.S.-based executives receive the cash value of the share price at the vesting date in lieu of shares. Unvested cash-settled awards are remeasured at each reporting period. A summary of performance stock unit activity under the Incentive Plan is as follows for the three months ended March 31, 2024: Number of Units Weighted-Average Issued and unvested at January 1, 2024 34,758 $ 67.14 Granted 28,390 82.04 Performance adjustments 1,550 67.14 Issued and unvested at March 31, 2024 64,698 73.68 |