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 recently 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 September 30, 2023 was 2,475,242. 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 September 30, 2023 and 2022 was $1.5 million and $1.4 million, respectively. Total stock based compensation expense recognized in the nine months ended September 30, 2023 and 2022 was $10.1 million and $10.4 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; however, included in the stock option expense for the nine months ended September 30, 2022 was expense associated with the accelerated vesting of stock option awards for certain employees who either are retirement eligible or become retirement eligible during the vesting period. Stock based compensation expense attributable to stock options in the three months ended September 30, 2023 and 2022 was $0.3 million and $0.5 million, respectively. Stock based compensation expense attributable to stock options in the nine months ended September 30, 2023 and 2022 was $0.9 million and $5.0 million, respectively. Changes in options, all of which relate to the Company’s Common Stock, were as follows for the nine months ended September 30, 2023: Weighted- Number of Average Aggregate Outstanding at January 1, 2023 $ 51.22 2,481,606 Exercised 43.12 (356,007) Forfeited 65.03 (6,471) Outstanding at September 30, 2023 52.54 2,119,128 7 years $ 31.3 Exercisable at September 30, 2023 49.52 1,795,586 6 years $ 30.7 The weighted-average fair value per option at the date of grant during the nine months ended September 30, 2022 using the Black-Scholes option-pricing model was $17.57. Assumptions were as follows: Nine Months Ended September 30, 2022 Expected life (years) 5.7 Risk-free interest rate 1.9 % Dividend yield 1.5 % Expected volatility 26.8 % The expected lives of options for purposes of these models are based on historical exercise behavior. The risk-free interest rates for purposes of these models are based on the U.S. Treasury yield in effect on the date of grant for the respective expected lives of the option. The expected dividend yields for purposes of these models are based on the dividends paid in the preceding four quarters divided by the grant date market value of the Common Stock. The expected volatility for purposes of these models is based on the historical volatility of the Common Stock. Share Units Participants in the Incentive Plan may also be awarded share units. Share units vest three years after the date of grant. The Company granted 168,688 and 94,604 share units under the Incentive Plan in the nine months ended September 30, 2023 and 2022, respectively. The share units were valued at $11.3 million and $6.9 million at the date of issuance in 2023 and 2022, 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 and nine months ended September 30, 2023 and 2022 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 $1.1 million and $1.0 million was recognized in the three months ended September 30, 2023 and 2022, respectively. Stock based compensation expense attributable to share units of $8.7 million and $5.5 million was recognized in the nine months ended September 30, 2023 and 2022, 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 nine months ended September 30, 2023: Number of Units Weighted-Average Issued and unvested at January 1, 2023 379,919 $ 52.92 Granted 168,688 67.18 Vested (159,028) 49.41 Forfeited (5,684) 66.26 Issued and unvested at September 30, 2023 383,895 63.29 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 24,580 performance stock units under the Incentive Plan in the nine months ended September 30, 2023. The performance stock units were valued at $1.7 million at the date of issuance in 2023, based on the price of the Company’s Common Stock at the date of grant of $67.14. 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 $0.2 million and $0.5 million was recognized in the three and nine months ended September 30, 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 stock unit activity under the Incentive Plan is as follows for the nine months ended September 30, 2023: Number of Units Weighted-Average Issued and unvested at January 1, 2023 — $ — Granted 24,580 67.14 Forfeited (557) 67.14 Performance adjustments 12,285 67.14 Issued and unvested at September 30, 2023 36,308 67.14 |