Item 3. Legal Proceedings
ITEM 3 – LEGAL PROCEEDINGS
We are involved in various unresolved legal actions, administrative proceedings and claims in the ordinary course of our business involving product liability, property damage, insurance coverage, exposure to asbestos and other substances, patents and environmental matters, including the disposal of hazardous waste. Although it is not possible to predict with certainty the outcome of these unresolved legal actions or the range of possible loss or recovery, we believe, based on past experience, adequate reserves and insurance availability, that these unresolved legal actions will not have a material effect on our financial position or results of operations. A more detailed discussion of certain of these matters appears in Note 15, “Commitments and Contingencies” of Notes to the Consolidated Financial Statements.
ITEM 4 – MINE SAFETY DISCLOSURES
Not applicable.
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EXECUTIVE OFFICERS OF THE COMPANY
Pursuant to General Instruction of G(3) of Form 10-K, the following is a list of our executive officers which is included as an unnumbered Item in Part I of this report in lieu of being included in our Proxy Statement for our 2026 Annual Meeting of Stockholders.
Name (Age)
Positions Held Period Position Was Held
Samuel M. Carver (56) Senior Vice President – Global Operations 2021 to Present
Vice President – North America Manufacturing 2011 to 2021
Various A. O. Smith Management Positions 2006 to 2011
Ming Cheng (52) Senior Vice President – Chief Technology Officer 2025 to Present
Senior Vice President of Research and Development, Transportation & Electronics Business Group – 3M Company (manufacturer of building materials, adhesives, medical and home cleaning supplies) 2019 to 2025
Christopher T. Howe (55) Senior Vice President, Chief Digital Information Officer 2025 to Present
Chief Executive Officer — Rise and Shift (consulting firm focused on cloud transformation, digital product development, and AI/ML solutions) 2023 to 2025
Senior Vice President - Business Transformation – 3M Company (manufacturer of building materials, adhesives, medical and home cleaning supplies) 2018 to 2023
Vice President of Global IT Applications — 3M Company 2015 to 2018
Paul J. Jones (55) Senior Vice President, General Counsel and Chief Compliance Officer 2025 to Present
Vice President, Corporate Development and Strategy 2023 to 2025
General Counsel & Vice President of University Relations – Marquette University (Jesuit research university in Milwaukee, Wisconsin) 2020 to 2023
Vice President and Chief Legal Officer – Harley-Davidson Inc. (manufacturer of motorcycles) 2010 to 2019
D. Samuel Karge (51) Senior Vice President 2018 to Present
President – North America Water Treatment 2018 to Present
Vice President, Sales and Marketing – Zurn Industries (water solutions manufacturer) 2016 to 2018
Parag Kulkarni (58) Senior Vice President, International 2022 to Present
President - A. O. Smith India Water Products Private Limited 2022 to Present
Managing Director - A. O. Smith India Water Products Private Limited 2015 to 2022
Charles T. Lauber (63) Executive Vice President and Chief Financial Officer 2019 to Present
Senior Vice President, Strategy and Corporate Development 2013 to 2019
Senior Vice President – Chief Financial Officer – A. O. Smith Water Products Company 2006 to 2012
Various A. O. Smith Management Positions 1999 to 2006
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Name (Age)
Positions Held Period Position Was Held
Stephen D. O'Brien (57) Senior Vice President 2024 to Present
President and General Manager - North America Water Heating 2024 to Present
Senior Vice President; President - Lochinvar, LLC 2022 to 2024
Chief Operating Officer – Lochinvar, LLC 2021 to 2022
Senior Vice President - Mitsubishi Electric Trane US (manufacturer of heating and air-conditioning systems) 2017 to 2021
Jack Qiu (53) Senior Vice President 2020 to Present
President - A. O. Smith China 2020 to Present
Vice President - A. O. Smith China 2012 to 2020
Various A. O. Smith Management Positions 2003 to 2012
Darrell W. Schuh (57) Senior Vice President 2024 to Present
President - Lochinvar, LLC 2024 to Present
Vice President and General Manager - APCOM and Water Systems 2017 to 2024
Vice President - Product Engineering 2012 to 2017
Curtis E. Selby (57) Senior Vice President - Human Resources and Public Affairs 2024 to Present
Chief Operating Officer - Board & Brush Creative Studio (painting workshops) 2015 to 2024
Chief Human Resource Officer - Gardner Denver (manufacturer of compressors, blowers and vacuum pumps) 2014 to 2015
Vice President of International Human Resources - Regal Beloit (manufacturer of electric motors) 2011 to 2014
Vice President of Global Human Resources - A. O. Smith Electrical Products Company 2005 to 2011
Director of Human Resources - A. O. Smith Electrical Products Company 2001 to 2005
Stephen M. Shafer (50) President and Chief Executive Officer 2025 to Present
President and Chief Operating Officer 2024 to 2025
President - Automotive and Aerospace Solutions Division of 3M Company (manufacturer of specialized materials and products used in the manufacturing, maintenance and repair of vehicles and aircraft) 2020 to 2024
Senior Vice President and Chief Strategy Officer - 3M Company (manufacturer of building materials, adhesives, medical and home cleaning supplies) 2019 to 2020
James F. Stern (63) Executive Vice President, Corporate Development, Strategy and Secretary 2025 to Present
Executive Vice President, General Counsel and Secretary 2007 to 2025
Partner – Foley & Lardner LLP (law firm) 1997 to 2007
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Name (Age)
Positions Held Period Position Was Held
Kevin J. Wheeler (66) Executive Chairman 2025 to Present
Chairman 2020 to 2025
Chief Executive Officer 2018 to 2025
President 2017 to 2024
President and Chief Operating Officer 2017 to 2018
Senior Vice President, President and General Manager – North America, India and Europe Water Heating 2013 to 2017
Various A. O. Smith Management Positions 1999 to 2013
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PART II