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We are implementing a virtual-only meeting format in order to leverage technology to enhance stockholder access to the Annual Meeting by enabling stockholder attendance and participation from anywhere in the world, without cost. In addition, the virtual-only meeting format enables us to protect the health and safety of all attendees, particularly in light of the COVID-19 pandemic. We believe that the virtual-only meeting format gives stockholders the opportunity to exercise the same rights as if they had attended an in-person meeting and believe that this format increases stockholder access and encourages participation and communication with our Board of Directors and management.

Lennox has elected to deliver our proxy materials to the majority of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need while conserving natural resources and lowering the cost of delivery. On or about April 8, 2021, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our Proxy Statement for our 2021 Annual Meeting of Stockholders and fiscal 2020 Annual Report to stockholders. The Notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the 2021 Annual Meeting of Stockholders, we urge you to vote and submit your proxy by Internet, telephone or mail, pursuant to the instructions on your Notice or your Proxy Card. We encourage you to vote by Internet or telephone as those methods offer the most convenience and save the Company postage and other costs. Please use the website or telephone number shown on your Notice or your Proxy Card to vote by Internet or telephone. If you attend the virtual Annual Meeting you will have the right to revoke the proxy and vote your shares online during the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 20, 2021. This Proxy Statement and the Annual Report to Stockholders are available on our website at www.lennoxinternational.com and also at the website appearing on your Notice or your Proxy Card. This Proxy Statement, Proxy Card, and Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, accompany this Notice.

Most stockholders have a choice of voting on the Internet, by telephone or by mail. Please refer to your Notice, Proxy Card or other voting instructions included with these proxy materials for information on the voting method(s) available to you. If you vote by Internet or telephone, you do not need to return your Proxy Card. If your shares are held in the name of a brokerage firm, bank or other nominee of record, follow the voting instructions you receive from such holder of record to vote your shares.

The 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Lennox International Inc. (also referred to in this Proxy Statement as the “Company,” “us,” “we,” or “our”) will be held on Thursday, May 20, 2021 at 10:30 a.m., Central Daylight Savings Time (“CDT”), in a virtual-only meeting format, using live webcast which provides stockholders the ability to participate in the Annual Meeting, vote their shares and ask questions. YOU WILL NOT BE ABLE TO ATTEND THE ANNUAL MEETING IN PERSON.

In order to attend the virtual Annual Meeting, you must register at www.proxydocs.com/LII. Upon completing your registration, you will receive further instructions by email, including a unique link that will allow you access to the virtual Annual Meeting and to vote and submit questions to be answered at the virtual Annual Meeting. As part of the registration process, you must enter the control number located on your proxy card, voting instruction form, or Notice of Internet Availability. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, as part of the registration process you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process.

On the day of the virtual Annual Meeting, May 20, 2021, stockholders may begin to log in to the virtual Annual Meeting 15 minutes prior to the start time. The virtual Annual Meeting will begin promptly at 10:30 a.m. CDT. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting. If you encounter any difficulties accessing the virtual Annual Meeting platform, including any difficulties voting, you may call the technical support number that will be included in your instructional email.

Our virtual Annual Meeting allows stockholders to submit questions before the virtual Annual Meeting date. During a designated question and answer period at the virtual Annual Meeting, we will respond to questions submitted by stockholders related to the purpose of the virtual Annual Meeting and our business. We will answer as many stockholder-submitted questions as time permits, and any questions that we are unable to address during the virtual Annual Meeting will be answered following the meeting. If we receive substantially similar questions, to avoid repetition we will group those questions together and provide a single response. We will also post questions submitted by stockholders and our answers on our website for a period of 60 days following the meeting.

If your shares are held in a stock brokerage account or by a bank, you are considered the “beneficial owner” of shares held in street name. In that case, our proxy materials have been forwarded to you by your broker or bank, which is considered the stockholder of record with respect to those shares. Your broker or bank will also send you instructions on how to vote. If you have not heard from your broker or bank, please contact them as soon as possible.

If a broker or bank holds shares in “street name” (that is, in the name of a bank, broker, nominee or other holder of record) and the beneficial owner does not provide the broker or bank with specific voting instructions, the broker or bank only has discretion to vote on routine matters, and does not have discretion to vote on non-routine matters. If a broker or bank has not received voting instructions on the non-routine matters and therefore does not have discretion to vote on those non-routine matters, those uninstructed non-votes are referred to as “broker non-votes”.

Pursuant to New York Stock Exchange (“NYSE”) rules, Proposal 1 (election of directors) and Proposal 2 (advisory vote on the compensation of our NEOs) are non-routine matters for which your broker or bank cannot exercise voting discretion if it does not receive voting instructions from you. Proposal 3 (ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2021 fiscal year) is a routine

If a quorum is present, our Bylaws require, for purposes of Proposal 1, that a director nominee receive a majority of the votes cast with respect to his or her election in an uncontested election (that is, the number of shares voted “for” a director nominee must exceed the number of “withheld” votes cast for that nominee) to be elected. Each of our director nominees is currently serving on the Board. If a nominee who is currently serving as a director is not re-elected, Delaware law provides that the director would continue to serve on the Board as a “holdover director.” Under our Bylaws and Corporate Governance Guidelines, each director submits an advance, contingent resignation that the Board may accept if stockholders do not re-elect the director. In that situation, our Board Governance Committee would make a recommendation to the Board about whether to accept or reject the resignation, or whether to take other action. The Board would act on the Board Governance Committee’s recommendation, and publicly disclose its decision and the rationale behind it within 90 days from the date that the election results were certified.

Registered holders may vote online during the virtual Annual Meeting, by the Internet, by telephone, or, if they received a printed copy of these proxy materials, by mail. If your shares are held in street name, you will receive instructions from a bank, broker, nominee or other holder of record that you must follow in order for your shares to be voted. If you have not received voting instructions from your bank, broker, nominee or other holder of record, please contact them as soon as possible. We urge you to vote in advance of the virtual Annual Meeting to ensure there is a quorum and your votes are counted.

We are not aware of any other business to be acted upon at the virtual Annual Meeting. However, if you have voted by proxy and other matters are properly presented at the virtual Annual Meeting for consideration in accordance with our Bylaws, the persons named in the accompanying Proxy Card will have discretion to act on those matters according to their best judgment or the Board’s recommendation. In the absence of a quorum, the Chairman or stockholders representing a majority of the votes present in person or by proxy at the meeting may adjourn the meeting.

Upon the recommendation of the Board Governance Committee, the Board has nominated three Class II directors for re-election to our Board to hold office for a three-year term expiring at the 2024 Annual Meeting of Stockholders. All Class I and III directors will continue in office until the expiration of their terms at the 2023 and 2022 Annual Meeting of Stockholders, respectively. The process followed by the Board in nominating directors and the criteria considered for director nominees is described in the “Corporate Governance” section of this Proxy Statement.

Below we provide biographical information for each Class II director nominee and for each other director. For each director and director nominee, the information presented includes the positions held, principal occupation, and business experience as of April 1, 2021. The biographical description below for each director and director nominee also includes the specific experience, expertise, attributes and skills that led to the Board’s conclusion that such person should serve as a director of the Company at this time, in light of our business and structure.


						Sherry L. Buck, 57, has served as a director since July 2019. She is a member of the Audit Committee and the Public Policy Committee. Ms. Buck is Chief Financial Officer of W.L. Gore & Associates Inc., a private multinational manufacturing company specializing in products derived from fluoropolymers used in medical implants, fabric laminates, cable, venting and other applications across diverse industries. Prior to joining W.L. Gore in January of 2021 Ms. Buck was the Senior Vice President and Chief Financial Officer of Waters Corporation, a New York Stock Exchange listed specialty measurement company serving the life, materials and food sciences industries. Prior to joining Waters in January 2017, Ms. Buck served as the Vice President, Chief Financial Officer of Libbey Inc., a global manufacturer and marketer of glass tableware products. Prior to this role, Ms. Buck spent nearly twenty years at Whirlpool Corporation, a leading global appliance manufacturer, in senior finance and operating leadership roles. She began her career at Price Waterhouse in Kansas City. Ms. Buck holds a bachelor’s degree in accounting from the University of Missouri. Ms. Buck contributes extensive financial expertise and leadership experience gained from positions in large global manufacturing companies.


						Gregory T. Swienton, 71, has served as a director of our Company since 2010. He is the Chair of the Audit Committee and a member of the Board Governance Committee. Mr. Swienton was an adviser to Ryder System, Inc., a supplier of transportation, logistics and supply chain management solutions from May 2013 until May 2015. He previously was Executive Chairman of Ryder System, Inc., from January 2013 to May 2013, after having been Chairman of Ryder System, Inc. since May 2002 and Chief Executive Officer since November 2000. Mr. Swienton joined Ryder as President and Chief Operating Officer in June 1999. Before joining Ryder, Mr. Swienton was Senior Vice President-Growth Initiatives of Burlington Northern Santa Fe Corporation (BNSF). Prior to that he was BNSF’s Senior Vice President-Coal and Agricultural Commodities Business Unit, and previously had been Senior Vice President of its Industrial and Consumer Units. He joined BNSF in June 1994 as Executive Vice President-Intermodal Business Unit. Prior to joining BNSF, Mr. Swienton was Executive Director-Europe and Africa of DHL Worldwide Express in Brussels, Belgium from 1991 to 1994, and prior to that, he was DHL’s Managing Director-Western and Eastern Europe from 1988 to 1990, also located in Brussels. For the five years prior to these assignments, Mr. Swienton was Regional Vice President of DHL Airways, Inc. in the United States. From 1971 to 1982, Mr. Swienton held various national account, sales and marketing positions with AT&T and Illinois Bell Telephone Company. Mr. Swienton serves on the Board of Directors of CRST/Admiralty Holdings, a privately held transportation and logistics company. Mr. Swienton served on the Board of Directors of Harris Corporation, a supplier of communications and information technology products from 2000 to 2019. Mr. Swienton contributes extensive international business experience, deep expertise in global distribution and supply chain innovations, as well as experience in growth initiatives, in his service as a director.


						Todd J. Teske, 56, has served as a director of our Company since 2011 and as Lead Director since May, 2015. He is the Chair of the Board Governance Committee and a member of the Compensation and Human Resources Committee. Mr. Teske served as the Chairman, President and Chief Executive Officer of Briggs & Stratton Corporation, a world leader in gasoline engines for outdoor power equipment, portable generators, and lawn and garden powered equipment and related accessories from 2010 to 2020. Before becoming CEO of Briggs & Stratton, he served as its President and Chief Operating Officer, President of its power products business, head of corporate development and Controller. Briggs & Stratton filed a voluntary petition for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code in July 2020. In September of 2020 Briggs & Stratton was acquired and exited bankruptcy. Mr. Teske serves as the Chairman of the Board of Briggs & Stratton. Mr. Teske served on the Board of Directors of Briggs & Stratton from 2010 to 2020 and Badger Meter, Inc., a leading innovator, manufacturer and marketer of flow measurement and control products from 2009 to 2020. As a former CEO and corporate controller, Mr. Teske contributes extensive expertise in the areas of management, finance, accounting, manufacturing and corporate governance in his service as a director.


						Janet K. Cooper, 67, has served as a director of our Company since 1999. She is a member of the Audit Committee and the Public Policy Committee. From 2002 to 2008, Ms. Cooper served as Senior Vice President and Treasurer of Qwest Communications International Inc. From 2001 to 2002, she served as Chief Financial Officer and Senior Vice President of McDATA Corporation, a global leader in open storage networking solutions. From 2000 to 2001, she served as Senior Vice President, Finance of Qwest. From 1998 to 2000, she served in various senior level finance positions at US West Inc., a regional Bell operating company, including Vice President, Finance and Controller and Vice President and Treasurer. From 1978 to 1998, Ms. Cooper served in various capacities with the Quaker Oats Company, including Vice President, Treasurer and Tax from 1997 to 1998 and Vice President, Treasurer from 1992 to 1997. Ms. Cooper serves on the Board of Directors of The Toro Company, a manufacturer of equipment for turf and landscape maintenance, snow and ice management, underground utility construction, rental and specialty construction. Ms. Cooper served on the Board of Directors of CPI Aerostructures, Inc. from 2019 to 2020 and Resonant Inc. from 2014 to 2019. Ms. Cooper contributes a substantial financial background and extensive experience in capital markets, tax, accounting matters, and pension plan investments in her service as a director.


						John W. Norris, III, 63, has served as a director of our Company since 2001. He is the Chair of the Public Policy Committee and a member of the Compensation and Human Resources Committee. Mr. Norris is a partner and co-founder of Maine Network Partners and is the founding Chairman of the Environmental Funders Network. From 2000 to 2005, he served as the Associate Director of Philanthropy for the Maine Chapter of The Nature Conservancy and from 2006 to 2007 as Program Officer for the Northern Forest Center. Mr. Norris was Co-Founder and President of Borealis, Inc., an outdoor products manufacturer, from 1988 to 2000 and served as an economic development Peace Corps Volunteer in Jamaica from 1985 to 1987. Before joining the Peace Corps, Mr. Norris completed a graduate school internship at Lennox Industries Inc., a subsidiary of the Company, in 1983. Mr. Norris contributes substantial experience and knowledge on environmental issues, non-governmental organizations, and organizational development in his service as a director.


						Karen H. Quintos, 57, has served as a director of our Company since 2014. She is a member of the Compensation and Human Resources Committee and the Public Policy Committee. Ms. Quintos served as the Executive Vice President and Chief Customer Officer (CCO) of Dell Technologies Inc., a technology leader that provides essential infrastructure for organizations to build their digital future, transform IT and protect their most important information from 2016 to 2020. Ms. Quintos was also responsible for Dell’s strategy and programs for Diversity & Inclusion and Corporate Social Responsibility. Previously at Dell, Ms. Quintos served as Senior Vice President and Chief Marketing Officer from 2010 to 2016 and Vice President of Public Sector Marketing and North America Commercial from 2008 to 2010. She previously also held executive roles in services, support and supply chain management. Ms. Quintos joined Dell from Citigroup, where she was Vice President of Global Operations and Technology. She also held a variety of marketing, operations, planning and supply chain management roles at Merck & Co. Ms. Quintos earned a master’s degree in marketing and international business from New York University, and a Bachelor of Science in supply chain management from Pennsylvania State University. Ms. Quintos is on the board of directors of Cummins Inc., a global power technology leader, that designs, engineers, manufactures, distributes and services engines and related technologies. Ms. Quintos also served on the board of Susan G. Komen for the Cure, CASA of Travis County and serves on The Pennsylvania State University Smeal’s College of Business, where she was a 2014 recipient of the Smeal College of Business’ highest honor, the Distinguished Alumni Award. Ms. Quintos contributes a broad knowledge of marketing, communications, brand strategy, operations and supply chain management in her service as a director.


						Todd M. Bluedorn, 58, became Chief Executive Officer and was elected as a director of our Company in April 2007. He was appointed as Chairman of the Board in May, 2012. Prior to joining the Company, Mr. Bluedorn served in numerous senior management positions for United Technologies Corporation since 1995, including President, Americas — Otis Elevator Company; President, North America — Commercial Heating, Ventilation and Air Conditioning for Carrier Corporation; and President, Hamilton Sundstrand Industrial. He began his professional career with McKinsey & Company in 1992. A graduate of the United States Military Academy at West Point with a bachelor of science in electrical engineering, Mr. Bluedorn is Ranger qualified and served in the U.S. Army as a Combat Engineer officer from 1985 to 1990. He received his M.B.A. from Harvard University School of Business in 1992. Mr. Bluedorn also serves on the Board of Directors of Texas Instruments Incorporated, a global designer and manufacturer of semiconductors and on the Board of Trustees of Washington University in St. Louis. Mr. Bluedorn served on the Board of Directors of Eaton Corporation, a diversified industrial manufacturer from 2010 to 2020. Mr. Bluedorn possesses considerable industry knowledge and executive leadership experience. Mr. Bluedorn’s extensive knowledge of our Company and its business, combined with his drive for excellence and innovation, position him well to serve as CEO and a director of our Company.


						Max H. Mitchell, 57, has served as a director of our Company since 2016. He is a member of the Audit Committee and the Board Governance Committee. Mr. Mitchell is the President, Chief Executive Officer and a Director of Crane Co., a diversified manufacturer of highly engineered industrial products. Before being elected President and Chief Executive Officer of Crane Co. in 2014, he served as the President and Chief Operating Officer of Crane Co. from 2013 to 2014, Executive Vice President and Chief Operating Officer of Crane Co. from 2011 to 2013, and Group President, Fluid Handling segment of Crane Co. from 2005 to 2012. Mr. Mitchell also served as an executive of Pentair Corporation and Danaher Corporation and served in finance and operational roles at Ford Motor Company. Mr. Mitchell has an M.B.A. in finance and strategic planning from the University of Pittsburgh and a B.A. from Tulane University. Mr. Mitchell brings broad global experiences across a diverse set of complex end industries and processes including strategy development as well as significant M&A experience and capital allocation decision making.


						Kim K.W. Rucker, 54, has served as a director of our Company since 2015. She is the Chair of the Compensation and Human Resources Committee and a member of the Board Governance Committee. Ms. Rucker has served as Executive Vice President, General Counsel and Secretary at Andeavor (formerly Tesoro Corporation) and Executive Vice President and General Counsel for Andeavor Logistics LP (formerly Tesoro Logistics GP, LLC) from 2016 to 2018. Previously, she was Executive Vice President, Corporate & Legal Affairs, General Counsel and Corporate Secretary at Kraft Foods Group, Inc., a global manufacturer and distributor of food products and beverages until July 2015. Prior to joining Kraft in 2012, Ms. Rucker served as the Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer at Avon Products, Inc., a global manufacturer of beauty and related products, since 2008. Before joining Avon, Ms. Rucker was Senior Vice President, Corporate Secretary and Chief Governance Officer for Energy Future Holdings, Corp., an energy company, since 2004. She began her legal career at Sidley Austin LLP in its Chicago, Illinois office. Ms. Rucker currently serves on the Boards of Directors of Marathon Petroleum Corporation, a U.S. refining, marketing and midstream oil and gas company, and Celanese Corporation, a global technology leader in the production of differentiated chemistry solutions and specialty materials. Ms. Rucker has a B.B.A. in Economics from the University of Iowa, a J.D. from Harvard Law School and a Master in Public Policy from the John F. Kennedy School of Government at Harvard University. Ms. Rucker contributes a broad knowledge of law, corporate governance, internal and external communications, M&A transactions, community involvement activities and government affairs in her service as a director.


						Shane D. Wall, 55, has served as a director of our Company since July 2020. He is a member of the Compensation and Human Resources Committee and the Board Governance Committee. He started his career at Hewlett-Packard Company in 1986 where he held various engineering and management roles until 1995, when he left to run PrintPaks, a spin-out of Hewlett-Packard Company. In 1998, PrintPaks was acquired by a joint venture backed by Intel Corporation. From 1998 to 2012, Mr. Wall held several senior technology and general management positions at Intel Corporation. In 2012, Mr. Wall rejoined Hewlett-Packard Company as Chief Technology Officer and Senior Vice President of Printing and Personal Systems. In 2015 following Hewlett-Packard’s separation into HP Inc. and Hewlett-Packard Enterprise, Mr. Wall became Chief Technology Officer and Global Head, HP Labs of HP Inc. In January 2020, Mr. Wall retired from his executive position at HP Inc. but continues as a special advisor to the Chief Executive Officer. He previously served as a member of the U.S. President’s Counsel of Advisors on Science and Technology. Mr. Wall holds a bachelor’s degree in electrical and computer engineering from Oregon State University. Mr. Wall contributes extensive technology and cybersecurity expertise and diverse business development and management experiences within large global companies in his services as a director.

Our Corporate Governance Guidelines require that a majority of our directors be “independent,” and that the Compensation & Human Resources, Board Governance and Audit Committees consist exclusively of independent directors as defined under the NYSE listing standards, the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable laws or regulations regarding independence. No director qualifies as “independent” unless the Board affirmatively determines that the director has no material relationship with the Company.

In making its determination as to the independence of our directors, the Board Governance Committee and the Board considered that (a) Ms. Quintos served as Chief Customer Officer of Dell, Inc., which provides computer equipment and related items to the Company in the ordinary course of business, (b) Mr. Major serves as member of the Board of Directors of Littelfuse Inc., which provides circuit protection devices to the Company and (c) Mr. Wall serves as a special advisor to the CEO of HP Inc., which provides computer equipment and related items to the Company in the ordinary course of business.

Our Corporate Governance Guidelines provide for a Lead Director position, and the Board elected Todd J. Teske as Lead Director in 2015. The Board believes the Lead Director position provides helpful guidance to the independent directors in their oversight of management. The Lead Director, among other things, presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors, serves as liaison between the Chairman and the independent directors, assists the Chairman in planning agendas for Board meetings and advises on the quality of the information provided to the Board. The Lead Director also has the authority to call meetings of the independent directors, and, if requested by major stockholders, is available for consultation and direct communication.

The Board met seven times in 2020. All directors attended more than 75% of the total number of all meetings of the Board and committees of the Board on which they served. Our Corporate Governance Guidelines include a policy that Board members are expected to attend the Annual Meeting of Stockholders. All of the individuals serving as directors at the time of our 2020 Annual Meeting of Stockholders attended our 2020 Annual Meeting of Stockholders.

While the Board oversees the Company’s risk management, our management is responsible for the development, implementation, and maintenance of our risk management processes. Management provides periodic reports to the Board and Board committees on its assessment of strategic, operational, legal and compliance, information security, and financial reporting risks to the Company. The Board and Board committees, as appropriate, review and consider the management reports provided on the Company’s enterprise risk and risk management strategy.

The Board reviews the Company’s compensation policies and practices to determine if risks arising from those policies and practices are reasonably likely to have a material adverse effect on the Company. All of the Company’s material incentive compensation plans are reviewed at least annually. Based on these reviews, the Board has not identified any risks arising from the compensation policies and practices that are reasonably likely to have a material adverse effect on the Company. See “Executive Compensation-Compensation Discussion and Analysis” for more information about out the design of our compensation program and risk mitigation compensation practices we have incorporated into our compensation program including stock ownership guidelines and clawback provisions.

On an ongoing basis, the Company analyzes and assesses information security risks associated with our business. That assessment is primarily the responsibility of the Company’s information technology department, with input from our Cybersecurity Steering Committee. The Company seeks to adhere to the NIST Cyber-Security Framework, which provides best practice guidance on how to prevent, detect and respond to cyberattacks. As part of the Company’s information security risk management program, the Company routinely tests our controls and information systems to help ensure we remain compliant with our security policies and procedures and industry standards, and requires that IT infrastructure associated with sensitive customer credit card information be audited and certified by a quality security party. We also provide information security training for our employees and business partners. In addition, the Company maintains information security risk insurance.

At least annually management updates the Board on the Company’s information security policies and procedures, including, training, risk assessment, internal controls, security software, evaluation and testing, insurance, incident response plans, and forward-looking information security strategies. Additionally, our policies require our Board to be notified of breaches to our information systems based on pre-defined severity thresholds.

The standing committees of the Board are as follows: Audit, Board Governance, Compensation and Human Resources, and Public Policy. The Board has adopted charters for each of these committees, copies of which are available on our website at www.lennoxinternational.com by following the links “About Us — Corporate Governance — Committee Charters.” Each of these Board committees is led by a different independent director and all members of our Board committees are independent directors.

Name

Independent

Audit

Board Governance

Compensation and Human
Resources

Public Policy

Todd M. Bluedorn

—

Sherry L. Buck

—

Janet K. Cooper

—

John E. Major**

—

Max H. Mitchell

—

John W. Norris, III

—

Karen H. Quintos

—

Kim K.W. Rucker

—

Gregory T. Swienton

—

Todd J. Teske

—

Shane D. Wall

—

The Audit Committee assists the Board in fulfilling its oversight responsibilities relating to the integrity of our financial statements and related systems of internal controls, our compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications, independence and performance and the performance of our internal audit function. The Audit Committee also has the direct responsibility for the appointment, compensation, retention and oversight of our Independent Accountants.

The Board has determined that each Audit Committee member is independent, as independence is defined for audit committee members by the SEC and the NYSE. The Board has also determined that each Audit Committee member is “financially literate” as defined by the NYSE, has accounting or related financial management expertise, and is an audit committee financial expert as defined by the SEC. The Audit Committee met nine times in 2020.

The Board Governance Committee assists the Board by identifying individuals qualified to become Board members, developing qualification criteria for Board membership, making recommendations to the Board regarding the appropriate size of the Board and appointment of members to the Board’s committees, developing and recommending to the Board any changes to the Corporate Governance Guidelines and Code of Business Conduct applicable to our Company, developing our Company’s director education programs, and overseeing the evaluation of our Board. The Board Governance Committee also conducts an individual peer review for any directors who are scheduled to be re-nominated. The Board has determined that each member of the Board Governance Committee is independent as independence is defined by the NYSE. The Board Governance Committee met three times in 2020.

The Compensation and Human Resources Committee determines the compensation philosophy and oversees the compensation programs for the Company’s executive officers and the non-employee members of the Board. This Committee’s responsibilities include oversight of the short- and long-term incentive plans and the senior management succession plans. The Committee also reviews the funding requirements and investment policies for the defined benefit and defined contribution retirement plans, and the performance of investment funds, investment advisors and investment managers under those plans. The Committee may delegate its responsibilities to a subcommittee comprised of Committee members.

Although the Committee seeks input from the CEO on various elements of executive compensation, the Committee determines and approves the final compensation elements and amounts to be provided to the Company’s NEOs. The independent members of the Board (rather than the Committee) have direct responsibility for approving CEO and Board compensation; however, the Committee reviews and recommends proposed changes to CEO and Board compensation to the independent members of the Board for approval. See “Executive Compensation — Compensation Discussion and Analysis” for information concerning the committee’s philosophy and objectives in overseeing executive compensation. The Board has affirmatively determined that each member of the Committee is independent as defined for compensation committee members by the NYSE. The Board has also determined that each member of the Committee is a “non-employee director” for purposes of Section 16b-3 of the Exchange Act. The Committee met five times in 2020.

The Committee’s charter authorizes the Committee to retain third-party compensation consultants and to obtain advice and assistance from internal or external legal, accounting or other advisors. For 2020, the Committee retained Pearl Meyer. Pearl Meyer does not provide any other services to the Company. See “Executive Compensation — Compensation Discussion and Analysis” for further information regarding our executive compensation programs and the scope of services provided by Pearl Meyer. The Committee has concluded that Pearl Meyer’s work does not raise any conflicts of interest that require disclosure under applicable SEC regulations.

The Board is responsible for nominating candidates for Board membership. The Board has delegated the director screening and recruitment process to the Board Governance Committee. In this capacity, the Board Governance Committee develops and periodically reviews the qualification criteria for Board membership, identifies new director candidates, and makes recommendations to the Board regarding the appropriate size of the Board and appointment of members to the Board’s committees. The Board Governance Committee typically retains a third-party search firm to assist in identifying and evaluating potential new director candidates. We strive to maintain a well-rounded Board with a diversity of experience, functional expertise and industry knowledge. Required qualifications for Board membership vary according to the particular areas of expertise, experience and skills being sought complement to the existing Board composition at the time of any vacancy.

•Professional Responsibilities: willingness to commit the time required to fully discharge his or her responsibilities, commitment to attend meetings, ability and willingness to represent the stockholders’ long- and short-term interests, awareness of our responsibilities to our customers, employees, suppliers, regulatory bodies and the communities in which we operate and willingness to advance his or her opinions while supporting the majority Board decision, assuming questions of ethics or propriety are not involved;

Neither the Board nor the Board Governance Committee has a formal diversity policy. However, our Corporate Governance Guidelines provide that, when nominating new members to the Board, the Board will seek the best qualified candidates with consideration for diversity. Further, our Board of Director Qualification Guidelines provide that the Board Governance Committee consider a candidate’s diversity of viewpoints in determining the particular qualifications desired for any new Board member.

Our directors bring a diversity of expertise, experience, and skills, and represent a mix of deep knowledge of the Company and fresh perspectives. The expertise, experience, and skills that the Board considers in evaluating its composition, and which inform Board succession planning and our director nomination processes, are highlighted in the following table. The table also identifies the number of directors who have particularly strong expertise, experience and skill in each area. Further information on each individual director, including some of their specific expertise, experience, and skills is set forth in the director biographies in this proxy statement.

A stockholder wishing to nominate a candidate for election to the Board at a meeting of the stockholders (“Nominating Stockholder”) is required to give written notice to our Corporate Secretary of his or her intention to make a nomination in accordance with the terms of our Bylaws. The Nominating Stockholder must be a holder of record of stock of the Company entitled to vote at the annual meeting of stockholders and must appear at the annual meeting of stockholders to nominate such person. The Nominating Stockholder must include a written consent from its proposed director nominee. The proposed director nominee must also represent and agree that he or she (1) has not and will not give any assurance or commitment not disclosed to the Company on how he or she would vote on any issue or question, (2) has not and will not become party to any agreement not disclosed to the Company regarding direct or indirect compensation (other than from the Company) for his or her service as a director, and (3) if elected, will comply with all applicable policies and guidelines of the Company. We must receive the notice of nomination at least 60 days but no more than 90 days prior to the annual meeting of stockholders. However, if we give less than 70 days’ notice of the date of the annual meeting of stockholders, the notice of nomination must be received within 10 days following the date on which notice of the date of the annual meeting of stockholders was mailed or such public disclosure was made to our stockholders.

Pursuant to our Bylaws, the notice for the proposed director nominee must contain certain information about the nominee, the Nominating Stockholder and any person “acting in concert” with the Nominating Stockholder, including descriptions of any arrangements or understanding related to the nomination, the information that would be required if such person was making a stockholder proposal (as described under “Stockholder Proposals for the 2021 Annual Meeting of Stockholders — Proposals Not for Inclusion in the Proxy Statement to be Offered at the 2021 Annual Meeting”) and other information sufficient to allow the Board Governance Committee to determine if the candidate meets our qualification criteria for Board membership. The Board Governance Committee may require the proposed director nominee to furnish additional information in order to determine that person’s eligibility to serve as a director. A nomination that does not comply with the above procedure will be disregarded. Nominating Stockholders whose nominations comply with the foregoing procedure and who meet the criteria described above under the heading “Director Nomination Process and Nominee Criteria,” and in our Corporate Governance Guidelines, will be evaluated by the Board Governance Committee in the same manner as the Board Governance Committee’s nominees.

The Company has adopted a Code of Business Conduct that applies to all its directors and employees, including its senior financial and principal executive officers. The Code of Business Conduct covers a variety of matters, such as acting with integrity and compliance with laws, including anti-corruption laws. Amendments to and waivers, if any, of the Code of Business Conduct as it pertains to the executive officers will be disclosed on our website. The Code of Business Conduct is available on the Company’s website at www.lennoxinternational.com by following the links “About Us — Our Core Values — Code of Conduct.”

The Audit Committee has established procedures for the handling of complaints regarding accounting, internal accounting controls, or auditing matters, including procedures for confidential and anonymous submission by our employees of concerns regarding such matters. The Company’s Code of Business Conduct prohibits retaliation against employees who report violations or suspected violations of the Code of Business Conduct.

In accordance with Section 14A of the Exchange Act, we are asking our stockholders to vote to approve the compensation of our Company’s NEOs (the “Say-on-Pay vote”), as disclosed in this Proxy Statement. The Say-on-Pay vote is an advisory vote on the resolution below and is not binding. Although the vote is non-binding, the directors value stockholders’ opinions and will consider the voting results of this proposal when making future compensation decisions. Say-on-Pay advisory votes are currently conducted annually. Our next advisory vote on the frequency of Say-on-Pay votes will take place at our annual meeting of stockholders in 2023.

As described more fully in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Company designed its market-competitive NEO compensation program to reward successful execution of its business strategy and achievement of desired business results, with a focus on creating alignment with the interests of our stockholders. The program seeks to achieve these goals on both an annual and long-term basis through an appropriate combination of base pay, annual incentives and long-term incentives.

For our NEOs, the majority of compensation is both stock-based and contingent on performance. The annual incentive payout is based on Company financial performance metrics of core net income and free cash flow, and for NEOs that are business segment leaders, a combination of Company and business segment performance. Our long-term incentives currently include: (1) performance share units, which are designed to link compensation to the Company’s three-year financial performance as measured by return on invested capital and core net income growth; (2) stock appreciation rights, which are designed to incentivize NEOs to grow our business and deliver increased returns to our stockholders and (3) restricted stock units, which are designed to support our retention efforts.

The Company also has several governance policies in place to align executive compensation with stockholder interests and mitigate risk. These policies include: stock ownership guidelines; a prohibition on hedging and pledging of Company stock; a clawback policy; and post-employment non-competition and non-solicitation restrictions. These policies are discussed in detail in the “Compensation Discussion and Analysis” section of this Proxy Statement.

The Company had a strong year, led by our Residential business, in the face of uncertainty and unprecedented challenges created by the COVID-19 pandemic. The Company implemented cost control measures in the second quarter to address the changing environment while focusing on the health and safety of our employees and the needs of our customers. Following the onset of the pandemic in the first half of the year, end markets and company performance began to recover in the second half of the year. Results of our 2020 performance include the following:

•While full year revenue(1) declined over prior year by 3.7% due to the impact of the pandemic on our end markets, through aggressive cost containment actions and margin expansion initiatives adjusted total segment profit(2) declined by only 0.8%. Company performance in the second half of the year showed strong improvement, resulting in record fourth quarter revenue and record fourth quarter total segment profit;

Financial results, including those from prior periods, are described in more detail in our Form 10-K for the fiscal year ended December 31, 2020. For further detail and a reconciliation of Segment Profit to Operating Income, see Note 3 in the Notes to the Consolidated Financial Statements in our Form 10-K for the fiscal year ended December 31, 2020. All total stockholder return calculations assume reinvestment of dividends.

This Compensation Discussion and Analysis (“CD&A”) reviews the philosophy, objectives, and elements of our executive compensation program, and discusses the 2020 compensation earned by our named executive officers (“NEOs”). It also describes the process followed by the Compensation and Human Resource Committee (the “Committee”) for making pay decisions, as well as its rationale for specific pay decisions related to 2020 executive compensation. In 2020, our NEOs consisted of the following individuals:


NEO			Title
Todd M. Bluedorn			Chairman and Chief Executive Officer (“CEO”)
Joseph W. Reitmeier			Executive Vice President and Chief Financial Officer (“CFO”)
Douglas L. Young			Executive Vice President and Chief Operating Officer, Residential Heating & Cooling
Daniel M. Sessa			Executive Vice President and Chief Human Resources Officer
John D. Torres			Executive Vice President, Chief Legal Officer and Corporate Secretary

The Company’s executive compensation program is designed to attract, retain and motivate leadership talent, align with short- and long-term business goals, maintain market competitiveness and drive increased stockholder value by maintaining a strong alignment between pay and performance. Highlights of our 2020 financial performance and a description of the linkage between executive compensation and financial performance are set forth below.

•While full year revenue declined over the prior year due to the impact of the pandemic on our end markets, through aggressive cost containment actions and margin expansion initiatives adjusted total segment profit remained relatively flat. Company performance in the second half of the year showed strong improvement, resulting in record fourth quarter revenue and record fourth quarter total segment profit.

Financial results, including those from prior periods, are described in more detail in our Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on February 16, 2021 (“Form 10-K”). For further detail and a reconciliation of segment profit to operating income, see Note 3 in the Notes to the Consolidated Financial Statements in our Form 10-K. All total stockholder return calculations assume reinvestment of dividends.

The Committee believes that the design of the Company’s executive compensation program provides a direct link between Company performance and the compensation to our NEOs. Our executive compensation program has three primary elements: base salary, short-term incentives (as part of our Short-Term Incentive (“STI”) Program), and long-term equity incentives (as part of our Long-Term Incentive (“LTI”) Program). Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive executive compensation program. Short-term incentives reward the achievement of annual goals, while long-term incentives drive our NEOs to focus on stockholder value creation.

•STI Program: STI amounts are determined by Company performance against the earnings and cash flow goals, as approved by the Committee. Once this achievement is determined, 25% of that amount may be modified from 0% to 225% based on each NEO’s individual performance. When determining whether to modify an NEO’s calculated STI amount the Committee considered each NEO’s performance against specific financial, operational, and strategic objectives, as well as each NEO’s contribution to our environmental, social, and governance (“ESG”) goals. The Company’s ESG goals include reducing the environmental impact of our products and operations, reducing the number of safety incidents in our operations, and enhancing the diversity and inclusiveness of our workforce. For more information on the Company’s ESG performance, view our ESG Report at www.lennoxinternational.com.

•LTI Program: NEOs receive 50% of their annual LTI grant in the form of performance-based restricted stock units (“PSUs”), which vest after three years. In 2020 the NEOs earned 100% of their target PSUs for the December 2017 PSU grant. Payouts under our PSU program averaged 130% of target over the last three completed performance cycles (the 2016-2018, 2017-2019 and 2018-2020 PSU grants), while total stockholder return over that same five-year period was 133%.

The Committee considers input from stockholders, including the result of the annual Say-on-Pay vote, in determining compensation policies and decisions. At our 2020 Annual Meeting, the advisory vote on the compensation of the Company’s NEOs received the approval of over 97% of the stockholders voting for or against this proposal. In an effort to maintain this strong support from stockholders, management has continued to review investor and proxy advisor concerns regarding executive compensation and governance and has engaged in dialogues with stockholders. The Say-on-Pay vote result was one of many factors the Committee considered in deciding to not implement any major changes to the executive compensation program in 2020.


	What We Do		What We Don’t Do
þ	Median compensation philosophy	ý	No tax gross-ups included in any CIC agreements after 2009
þ	Pay-for-performance linkage	ý	No hedging of Company stock
þ	Long-term balance in compensation structure	ý	No pledging of Company stock
þ	Use of independent compensation consultant	ý	No dividends on equity awards in annual grant
þ	Annual risk assessment	ý	No repricing of stock appreciation rights or options
þ	Rigorous stock ownership guidelines	ý	No cash buyouts of underwater stock appreciation rights or options
þ	Clawback provisions	ý	No significant perquisites
þ	Non-Competition / Non-Solicitation restrictions
þ	Annual reviews of share utilization
þ	Regular market assessment of our peer group

We maintain a pay-for-performance philosophy designed to reward successful execution of our business strategy and achievement of desired business results, with a focus on aligning compensation with stockholders’ interests. When our financial results exceed performance goals, monetary rewards to our NEOs generally pay out at higher levels. When our financial results fall below performance goals, monetary awards to our NEOs generally pay out at lower levels and may not pay out at all.

Recent payouts under our STI and LTI Programs demonstrate the strong link between Company performance and payments made to our NEOs. In 2020, the Company’s profitability performance and record free cash flow resulted in above target level payouts under our annual STI program. Under our LTI Program, record weighted average return on invested capital of 35.9% exceeded the maximum payout goal for that metric, while the core net income compound annual growth rate fell below threshold achievement. As a result, our NEOs received a target performance share unit payout under our LTI plan, consistent with our pay-for-performance approach and results-oriented compensation.

Executive Compensation Elements

Attract
Top
Talent

Retain &
Motivate
Top
Talent

Achieve
Short-
Term
Goals

Achieve
Long-
Term
Goals

Maintain
Market
Competitiveness

Pay for
Performance

Base Salary

Short-Term Incentive Program

Long-Term Incentive Program:

Performance Share Units

Restricted Stock Units

Stock Appreciation Rights

Perquisites

Benefit Programs

The Committee establishes and administers our executive compensation program, practices and policies. The Committee receives input from management and its independent compensation consultant, and considers competitive practices, our business objectives, stockholder interests, regulatory requirements and other relevant factors to develop our executive compensation program in an effort to most effectively drive the achievement of the Company’s business objectives.

The Committee obtains input from management and the Committee’s independent consultant when making NEO compensation decisions. The CEO makes recommendations to the Committee with respect to all elements of compensation for each NEO, excluding himself. The CEO’s recommendations on NEO pay are developed in consultation with the Chief Human Resources Officer and the Committee’s independent compensation consultant, and are considered with market data. The Committee determines and approves the final compensation elements and amounts to be provided to the NEOs.

The Committee analyzed and considered the information provided by management and its consultants to determine the program design and the level and mix of each compensation element for the NEOs. The Committee conducted an independence assessment of Pearl Meyer in accordance with SEC rules. Based on this review, we are not aware of any conflict of interest raised by the work performed by the consultant that would prevent them from serving as independent consultants to the Committee. Pearl Meyer reported directly to the Committee and did not provide any additional services to management.

In establishing each NEO’s annual base salary, the Committee considered market data, each individual’s experience and responsibilities, our annual merit budget for all employees, achievement of performance objectives, internal equity and recommendations provided by the CEO for his direct reports. For 2020, annual merit increases that were to be effective April 1, 2020 were canceled due to the COVID-19 pandemic. Because business conditions improved, the Company repaid this base salary amount in 2021 in the form of a one-time lump-sum at a flat 3% rate.

Our STI program as established under the Lennox International Inc. 2019 Equity and Incentive Compensation Plan, is an annual cash-based program for our NEOs designed to reward the successful performance of our Company, our business segments and each individual NEO. In February 2020, the Committee approved financial metrics and performance goals required to be achieved for any payouts to be made under our STI Program. Notwithstanding the challenges of the COVID-19 pandemic, the Company did not adjust any of the STI Program’s financial metrics or performance goals. Under the STI Program, once the calculated STI amount is determined based on performance against the pre-approved goals, 25% of that amount may be modified up or down from 0% to 225% based on each NEO’s individual performance. However, the individual performance modifier may not increase the STI payout above 225% of the NEO’s STI target.


Name(1)	Metric	Weight	Threshold		Target		Maximum		Performance
All	Company Core Net Income(2)	60%	$	352,975	$	441,219	$	507,402	$	399,300
	Company Free Cash Flow(3)	40%	287,000		410,000		533,000		534,900
Payout Opportunity as a % of Target			50%		100%		225%
Douglas L. Young	Segment Profit(4)	70%	$	389,703	$	464,602	$	520,777	$	450,900
	Segment Controllable Cash Flow(5)	30%	318,498		410,700		502,902		499,200
Payout Opportunity as a % of Target			50%		100%		225%

(1)All NEOs except Mr. Young were measured 100% on overall Company financial performance, which resulted in a calculated award of 136% of target. As the President of our Residential Heating and Cooling segment, Mr. Young’s award was measured 50% on Residential Heating and Cooling’s financial performance and 50% on overall Company financial performance. Residential Heating and Cooling’s financial performance resulted in a calculated award of 130% of target, which when blended with the Company’s calculated award of 136% of target, resulted in an aggregate calculated award of 133% of target for Mr. Young.

(2)Company core net income, a non-GAAP financial measure, is income from continuing operations, adjusted for 2020 restructuring charges, certain product quality adjustments, certain legal charges and contingency adjustments, unrealized gains and losses on unsettled futures contracts, and certain other items. For STI purposes, results were adjusted for lost profits due to a natural disaster at a large manufacturing facility in 2020 and certain COVID-19 related expenses.

(4)Segment profit, a non-GAAP financial measure, is earnings from continuing operations for the applicable segment before interest expense, other expenses, and income taxes, adjusted for 2020 restructuring charges, certain product quality adjustments, certain legal charges and contingency adjustments, unrealized gains and losses on unsettled futures contracts and certain other items. For STI purposes, results were adjusted for lost profits due to a natural disaster at a large manufacturing facility in 2020, certain COVID-19 related expenses and certain other items.

(5)Segment controllable cash flow, a non-GAAP financial measure is segment profit, defined above, less purchases of property, plant, and equipment plus proceeds from disposal of property, plant and equipment, plus or minus changes in accounts receivable, inventory and accounts payable. For STI purposes, results were adjusted for lost profits due to a natural disaster at a large manufacturing facility in 2020, certain COVID-19 related expenses and certain other items.

Individual Performance. Once the calculated STI amount is determined based on performance against the pre-approved earnings and cash flow goals, 25% of that amount may be modified up or down from 0% to 225% based on each NEO’s individual performance. When determining whether to modify an NEO’s calculated STI amount the Committee considered each NEO’s performance against specific financial, operational, and strategic objectives, as well as each NEO’s contribution to our environmental, social, and governance (ESG) goals. The Company’s ESG goals include reducing the environmental impact of our products and operations, reducing the number of safety incidents in our operations, and enhancing the diversity and inclusiveness of our workforce. The CEO reviewed with the Committee the individual performance of each NEO (other than the CEO).

Based on strong leadership from the NEOs in the face of the pandemic and their respective individual performance, the Committee approved increases to the STI payouts for Mr. Reitmeier, Mr. Sessa and Mr. Torres from 136% to 145%, and for Mr. Young from 133% to 150%. Based on Mr. Bluedorn’s leadership in the face of the pandemic and the Company’s overall operational and financial performance, the independent members of the Board approved an increase to Mr. Bluedorn’s STI payout from 136% to 145%.

We use a mix of performance share units (“PSUs”), restricted stock units (“RSUs”) and stock appreciation rights (“SARs”) in our LTI Program. PSUs and SARs reward performance, as measured by achievement of specified financial objectives for PSUs and stock price growth for SARs. RSUs help us retain key members of management through time-based vesting. The Committee allocated the mix of elements in our LTI Program in a manner designed to drive Company performance, retain key talent, and provide competitive compensation.

The Committee determines the grant date for all long-term incentive awards, and has a long-standing practice of granting all awards at its regularly scheduled December meeting. Although awards may also be granted in special circumstances or upon hire or promotion for certain executives, no out-of-cycle grants were made to any NEO in 2020. The Committee sets the exercise price of our SARs at 100% of fair market value, which is defined as the average of the high and low New York Stock Exchange (“NYSE”) trading prices of our common stock on the date of grant.

The target award values under our LTI are based on market data for similar positions using the 50th percentile as a guideline. The number of shares available for grant under the 2019 Equity and Incentive Compensation Plan is also considered. In December 2020, the Committee established the target award values at or near the 50th percentile of the market for all NEOs. When determining the award sizes for each NEO, the


	December 2020 Award Value								Number of Awards Granted
Name	PSUs		RSUs		SARs		Total		PSUs(1)	RSUs(1)	SARs(2)	Total
Todd M. Bluedorn	$	2,800,000	$	1,680,000	$	1,120,000	$	5,600,000	9,504	5,702	17,781	32,987
Joseph W. Reitmeier	525,000		315,000		210,000		1,050,000		1,782	1,069	3,334	6,185
Douglas L. Young	625,000		375,000		250,000		1,250,000		2,121	1,273	3,969	7,363
Daniel M. Sessa	525,000		315,000		210,000		1,050,000		1,782	1,069	3,334	6,185
John D. Torres	525,000		315,000		210,000		1,050,000		1,782	1,069	3,334	6,185

PSUs. To maintain our strong focus on long-term Company performance, we granted 50% of the December 2020 long-term incentive award in the form of PSUs. PSUs generally vest at the end of a three-year performance period. If at least the threshold performance level has been achieved at the end of the performance period, the PSUs are distributed in the form of Company common stock based on the performance achieved. Dividends are not earned or paid on PSU awards during the three-year performance period. The Committee determines the measurement criteria annually, selecting financial metrics and setting performance goals that will enhance stockholder value. The Committee certifies the financial performance levels following the end of the performance period and the Company distributes any earned shares.

December 2020 PSU Grant. The key attributes of the PSUs granted in December 2020 are summarized in the following table. The Committee established the Return on Invested Capital (“ROIC”) performance goals based on its assessment of desired return relative to the cost of capital as well as historical and projected ROIC outcomes. Similarly, the Committee set Company core net income growth performance goals based on historical results, projected outcomes of that measure, and expected market conditions. While specific forward-looking performance goals are not included in the table below in light of competitive sensitivities, the following chart broadly describes the performance required to achieve a target payout.

Metric

Weight

Rationale for
Selection

Measurement Period

Threshold

Target

Maximum

ROIC

50%

Measures efficient use of capital; higher ROIC correlates to greater cash flow

3-year weighted average (20% lowest year, 40% other two years)

No payout occurs unless ROIC exceeds the Company’s estimated cost of capital; Target payout occurs at roughly three times the Company’s estimated cost of capital

Company Core Net Income Growth

50%

Measures profitability; higher Company core net income correlates with higher earnings per share

3-year compound annual growth rate

Target payout requires low double digit core net income compound annual growth rate

Payout as a % of Target Award

50%

100%

200%

December 2017 PSU Grant. The key attributes of the PSUs granted in December 2017, which vested on December 31, 2020, are summarized in the following table along with the financial performance goals and payout opportunities versus performance. In 2020, NEOs earned a payout of 100.0% of target for the PSUs granted in December 2017. The Company did not adjust any long-term incentive goals due to the COVID-19 pandemic. The payout value is reflected in the 2020 Option/SAR Exercises and Stock Vested Table in the “Stock Awards - Value Realized on Vesting” column.

(1) Net operating profit after tax, a component of ROIC and a non-GAAP financial measure used for incentive compensation purposes, is income from continuing operations, adjusted for 2020 restructuring charges, certain product quality adjustments, certain legal charges and contingency adjustments, unrealized gains and losses on unsettled futures contracts, pension settlement charges and certain other items.

RSUs. To support our leadership retention objectives, the Committee granted the NEOs 30% of the December 2020 long-term incentive award in the form of RSUs. RSUs generally vest and are distributed in shares of Company common stock three years following the date of grant if the recipient remains an employee of the Company and all other conditions of the award are met. Dividends are not earned or paid on RSUs during the three-year vesting period. The number of shares underlying RSUs granted to our NEOs in 2020 is included in the 2020 Grants of Plan-Based Awards Table in the “All Other Stock Awards: Number of Shares of Stock or Units” column.

SARs. To incentivize NEOs to grow our business and deliver increased returns to our stockholders, the Committee granted the NEOs 20% of the December 2020 LTI award in the form of SARs. SARs vest in one-third increments on each anniversary of the date of grant. Upon the exercise of vested SARs, the increase between the fair market value of our common stock on the date of grant and the fair market value on the date of the SAR exercise is paid in Company common stock. The grant date fair value and the SAR exercise price is determined on the date of grant. SARs granted in 2020 expire seven years from the date of grant. The number of SARs granted to our NEOs in 2020 is included in the 2020 Grants of Plan-Based Awards Table in the “All Other Option Awards: Number of Securities Underlying Options” column.

The following chart sets forth, as of December 31, 2020, for each NEO, the stock ownership requirements as a multiple of base salary, the total number of shares and unvested RSUs counted toward the stock ownership requirements, and the value of the shares and unvested RSUs as a multiple of base salary. All of our NEOs met our stock ownership guidelines as of December 31, 2020. NEOs are given five years from the date of appointment as an NEO to meet the guidelines.

Our Company has an incentive compensation clawback policy for the CEO and the other NEOs. Under this policy, in the event of any fraud or misconduct that results in a restatement of our Company’s financial results within three years of the filing of the original financial results, the Committee can recoup and cancel cash and equity-based incentive compensation of each person involved in such fraud or misconduct.

The Company’s Insider Trading Policy prohibits directors, NEOs, all other employees, and each of their designees from trading in any interest, security or position relating to the future price of Company securities, such as a put, call, swap, short sale, hedge or any other type of derivative security. It also prohibits directors, NEOs and all other employees from pledging Company securities as collateral for a loan, which would include purchases of Company securities on margin.

Plan

Type

Purpose

Supplemental Retirement Plan

Non-Qualified Defined Benefit

Provide market-competitive retirement benefit by providing higher accruals and by permitting accruals that otherwise could not occur because of limitations on compensation under federal tax rules.

Life Insurance Plan

Company-Sponsored Life Insurance

Provide market-competitive life insurance benefits; $3 million in coverage for our CEO and minimum of $1 million for other NEOs.

We believe providing reasonable perquisites is a market-competitive practice to attract and retain top executive talent. Rather than offering individual perquisites, however, we provide a monthly cash stipend to each of our NEOs to allow more flexibility and choice. Our NEOs have full discretion on how the cash stipend is spent and it is not tracked by the Company after the money is paid. In addition, we offer the installation of Company products and equipment at each NEO’s home to promote our brand to business and personal guests. The value of the Company products and equipment is included as taxable income to each NEO.

We have employment agreements and change in control (“CIC”) agreements with each NEO as reviewed and approved by the Committee. We believe employment agreements are helpful in attracting and retaining top executive talent and for financial and business planning purposes. We believe CIC agreements are necessary to (1) retain key executives during periods of uncertainty; (2) enable executives to objectively evaluate, negotiate and execute a CIC transaction; (3) encourage executives to remain focused on running the business rather than seeking other employment in the event of a possible CIC; (4) preserve stockholder value by providing continuity of management during a transition period; and (5) provide benefit to the Company in the form of restrictive covenants, such as non-compete and non-solicitation provisions. We do not provide tax gross-ups for any CIC agreements entered into after 2009.

Effective for taxable years beginning after December 31, 2017, The Tax Cuts and Jobs Act changed certain aspects of federal income taxation of executive compensation, including elimination of the "performance-based" compensation exemption to Section 162(m) which allowed a company to deduct “performance-based” compensation in excess of $1 million to NEOs. The Committee will continue to consider the income tax consequences to our Company when analyzing our executive compensation program. If granting awards or providing other executive compensation is consistent with Market data, our compensation philosophy or our strategic business goals, the Committee may provide executive compensation that is not fully deductible.


Name and Principal Position	Year	Salary ($) (1)	Stock Awards ($)(2)	Option Awards ($)(3)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)	All Other Compensation ($)(5)	Total ($)
Todd M. Bluedorn	2020	1,230,850	4,044,188	981,689	2,165,000	6,006,324	47,297	14,475,348
Chairman and Chief Executive	2019	1,186,250	4,037,854	986,891	1,357,811	5,602,978	46,999	13,218,783
Officer	2018	1,151,250	3,971,244	951,960	1,420,343	—	46,500	7,541,297
Joseph W. Reitmeier	2020	561,350	758,252	184,070	553,000	1,239,612	47,155	3,343,439
Executive Vice President and	2019	540,000	815,315	199,285	346,135	918,976	46,854	2,866,565
Chief Financial Officer	2018	518,750	801,780	192,220	358,215	235,914	46,500	2,153,379
Douglas L. Young	2020	618,000	902,668	219,128	630,000	1,235,828	55,943	3,661,567
Executive Vice President and	2019	595,000	970,683	237,227	409,378	1,471,415	49,754	3,733,457
Chief Operating Officer, Residential H&C	2018	575,000	954,646	228,822	397,146	—	47,000	2,202,614
Daniel M. Sessa	2020	540,750	758,252	184,070	532,000	1,717,220	162,998	3,895,290
Executive Vice President and Chief	2019	521,250	815,315	199,285	349,116	1,566,837	46,866	3,498,669
Human Resources Officer	2018	506,250	801,780	192,220	350,065	—	46,780	1,897,095
John D. Torres	2020	525,300	758,252	184,070	517,000	1,209,187	49,783	3,243,592
Executive Vice President, Chief	2019	506,250	815,315	199,285	424,501	1,278,273	49,065	3,272,689
Legal Officer and Corporate Secretary	2018	491,250	801,780	192,220	340,285	142,653	46,500	2,014,688

(2)The amounts shown represent the grant date fair value of the aggregate amount of all stock awards (prior to any assumed forfeitures related to service-based vesting conditions, where applicable) for each year, in accordance with FASB ASC Topic 718, in connection with RSUs and PSUs granted under the LII 2010 Incentive Plan and the 2019 Equity and Incentive Compensation Plan. Assumptions used in calculating these amounts are described in Note 16 of the Consolidated Financial Statements for the fiscal year ended December 31, 2020, included in our Form 10-K. Amounts for 2020 PSUs reflect the most probable outcome for the awards on December 31, 2020 valued at the date of grant in accordance with FASB ASC Topic 718. If the PSUs were valued at maximum performance levels, the total PSU value at grant date would equal:

(3)The amounts shown represent the grant date fair value of the aggregate amount of all SAR awards (prior to any assumed forfeitures related to service-based vesting conditions, where applicable) for each year, in accordance with FASB ASC Topic 718, in connection with SARs granted under the LII 2010 Incentive Plan and the 2019 Equity and Incentive Compensation Plan. Assumptions used in calculating these amounts are included in Note 16 of the Consolidated Financial Statements for the fiscal year ended December 31, 2020, included in our Form 10-K.

(4)The amounts shown represent the aggregate change in the actuarial present value of accumulated pension benefits that accrued during the applicable year under our Supplemental Retirement Plan and frozen Consolidated Pension Plan, each as discussed under “Retirement Plans,” as a result of changes in the valuation discount rate, changes in compensation, and an additional one year of service. No above-market interest on nonqualified deferred compensation was earned.


		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or Units (#)(3)	All Other Option Awards: Number of Securities Underlying Options (#)(4)	Exercise or Base Price of Option Awards ($/Sh)(5)	Closing Market Price on Date of Grant ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(6)
Name	Grant Date	Threshold ($)	Target ($)	Max. ($)	Threshold (#)	Target (#)	Max. (#)
Todd M. Bluedorn	—	746,875	1,493,750	3,360,938
	12/11/2020				4,752	9,504	19,008					2,527,684
	12/11/2020							5,702				1,516,504
	12/11/2020								17,781	278.00	280.42	981,689
Joseph W. Reitmeier	—	190,750	381,500	858,375
	12/11/2020				891	1,782	3,564					473,941
	12/11/2020							1,069				284,311
	12/11/2020								3,334	278.00	280.42	184,070
Douglas L. Young	—	210,000	420,000	945,000
	12/11/2020				1,061	2,121	4,242					564,101
	12/11/2020							1,273				338,567
	12/11/2020								3,969	278.00	280.42	219,128
Daniel M. Sessa	—	183,750	367,500	826,875
	12/11/2020				891	1,782	3,564					473,941
	12/11/2020							1,069				284,311
	12/11/2020								3,334	278.00	280.42	184,070
John D. Torres	—	178,500	357,000	803,250
	12/11/2020				891	1,782	3,564					473,941
	12/11/2020							1,069				284,311
	12/11/2020								3,334	278.00	280.42	184,070

(6)The amounts shown represent the grant date fair values of PSUs, RSUs and SARs, calculated in accordance with FASB ASC Topic 718. The grant date fair value for SARs was determined using the Black-Scholes valuation model. The grant date fair value for the PSU and RSU awards equals the dividend-discounted value of our common stock on the date of grant. The assumptions used to calculate the grant date fair values of such awards are set forth below.


	Options/SAR Awards(1)				Stock Awards
Name	Number of Securities Underlying Unexercised Options/ SARs (#) Exercisable(1)	Number of Securities Underlying Unexercised Options/ SARs (#) Unexercisable(1)	Option/ SAR Exercise Price ($/Sh)(2)	Option/ SAR Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)(3)	Market Value of Shares or Units of Stock That Have Not Vested ($)(4)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4)
Todd M. Bluedorn	41,649	0	156.940	12/9/2023	19,158	5,248,717	31,931	8,748,136
	31,299	0	205.530	12/8/2024
	17,842	8,921	214.630	12/7/2025
	8,349	16,699	257.080	12/13/2026
	0	17,781	278.000	12/11/2027
Joseph W. Reitmeier	9,785	0	92.640	12/12/2021	3,786	1,037,250	6,310	1,728,751
	7,959	0	131.940	12/11/2022
	8,677	0	156.940	12/9/2023
	6,573	0	205.530	12/8/2024
	3,602	1,802	214.630	12/7/2025
	1,686	3,372	257.080	12/13/2026
	0	3,334	278.000	12/11/2027
Douglas L. Young	9,550	0	131.940	12/11/2022	4,507	1,234,783	7,513	2,058,337
	10,412	0	156.940	12/9/2023
	7,825	0	205.530	12/8/2024
	4,288	2,145	214.630	12/7/2025
	2,007	4,014	257.080	12/13/2026
	0	3,969	278.000	12/11/2027
Daniel M. Sessa	9,785	0	92.640	12/12/2021	3,786	1,037,250	6,310	1,728,751
	7,959	0	131.940	12/11/2022
	8,677	0	156.940	12/9/2023
	6,573	0	205.530	12/8/2024
	3,602	1,802	214.630	12/7/2025
	1,686	3,372	257.080	12/13/2026
	0	3,334	278.000	12/11/2027
John D. Torres	2,893	0	156.940	12/9/2023	3,786	1,037,250	6,310	1,728,751
	6,573	0	205.530	12/8/2024
	3,602	1,802	214.630	12/7/2025
	1,686	3,372	257.080	12/13/2026
	0	3,334	278.000	12/11/2027

(a)
Shares or Units of Stock
That Have Not Vested

(b)
Equity Incentive Plan Awards: Unearned
Shares, Units or Other Rights That Have Not Vested

Name

Number of
Awards

Vesting Date

Number of
Awards

Vesting
Date

Performance
Assumption

Todd M. Bluedorn

7,277

12/7/2021

12,129

12/31/2021

Target

6,179

12/13/2022

10,298

12/31/2022

Target

5,702

12/11/2023

9,504

12/31/2023

Target

Total

19,158

31,931

Joseph W. Reitmeier

1,469

12/7/2021

2,449

12/31/2021

Target

1,248

12/13/2022

2,079

12/31/2022

Target

1,069

12/11/2023

1,782

12/31/2023

Target

Total

3,786

6,310

Douglas L. Young

1,749

12/7/2021

2,916

12/31/2021

Target

1,485

12/13/2022

2,476

12/31/2022

Target

1,273

12/11/2023

2,121

12/31/2023

Target

Total

4,507

7,513

Daniel M. Sessa

1,469

12/7/2021

2,449

12/31/2021

Target

1,248

12/13/2022

2,079

12/31/2022

Target

1,069

12/11/2023

1,782

12/31/2023

Target

Total

3,786

6,310

John D. Torres

1,469

12/7/2021

2,449

12/31/2021

Target

1,248

12/13/2022

2,079

12/31/2022

Target

1,069

12/11/2023

1,782

12/31/2023

Target

Total

3,786

6,310


	Options/SAR Awards		Stock Awards
Name	Number of SARs Exercised (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(1)
Todd M. Bluedorn	36,610	5,241,271	RSU	7,758	2,173,093
			PSU	12,929	3,888,914
Joseph W. Reitmeier	9,549	1,903,259	RSU	1,629	456,299
			PSU	2,715	816,645
Douglas L. Young	22,923	4,569,486	RSU	1,939	543,133
			PSU	3,232	972,153
Daniel M. Sessa	10,610	2,005,449	RSU	1,629	456,299
			PSU	2,715	816,645
John D. Torres	—	—	RSU	1,629	456,299
			PSU	2,715	816,645

The monthly target benefit under the frozen Pension Plan is based on 1.0% of final average annual pay, plus 0.6% of final average annual pay above Social Security covered compensation, multiplied by the number of years of credited service (not to exceed 30 years). The target benefit is reduced by the value of the participant’s defined contribution profit sharing account under the frozen Profit Sharing Plan, with the difference, if any, provided by the frozen Pension Plan. Participants vested in their frozen Pension Plan accrued benefits after five years of service and may commence unreduced benefits at age 65 (normal retirement age) or actuarially reduced benefits at younger ages if age and service requirements are met (generally the attainment of age 62 and 10 years of service or if age plus years of service total 80). Benefits are generally paid in the form of an annuity. We do not grant extra years of service under the Consolidated Pension Plan. Participants in the frozen Profit Sharing Plan are fully vested after six years of service and the Company directs the investment funds. Distributions may occur at separation from service and are eligible for roll-over into another qualified retirement plan.

The purpose of our Supplemental Retirement Plan is to provide market-competitive executive level retirement benefit opportunities. It permits income above Code limitations to be considered in determining final average annual pay, doubles the rate of benefit accrual available under the frozen Pension Plan (2.0% of final average annual pay, plus 1.2% of final average annual pay above Social Security covered compensation), limits credited service to 15 years, generally permits early retirement on more favorable terms than the frozen Pension Plan (for example, unreduced benefits at age 62 with 10 years of service or unreduced benefits at age 60 if age plus years of service total 80), and pays benefits in the form of a lump-sum. Any benefits provided under the Supplemental Retirement Plan are reduced by the benefits payable under our Company’s frozen Pension Plan (as if such plan had not been frozen), frozen Profit Sharing Plan, and frozen Profit Sharing Restoration Plan. Participants become vested in their Supplemental Retirement Plan benefit after five years of service. Extra years of credited service are not provided to participants except for up to an additional three years of service and age (subject to the 15 year service limit) in the case of a change in control. The incremental effects of additional years of service are reflected in the tables included in “Potential Payments Upon Termination or Change in Control.”


Name	Plan Name	Number of Years Credited Service (#)	Present Value of Accumulated Benefit ($)(1)	Payments During Last Year ($)
Todd M. Bluedorn	Consolidated Pension Plan (Frozen)	1.9	66,945	0
	Supplemental Retirement Plan	13.9	23,748,260	0
Joseph W. Reitmeier	Consolidated Pension Plan (Frozen)	3.3	88,809	0
	Supplemental Retirement Plan	8.6	3,661,370	0
Douglas L. Young	Consolidated Pension Plan (Frozen)	9.6	99,305	0
	Supplemental Retirement Plan	15.0	7,959,310	0
Daniel M. Sessa	Consolidated Pension Plan (Frozen)	1.7	56,406	0
	Supplemental Retirement Plan	13.7	6,535,339	0
John D. Torres(2)	Consolidated Pension Plan (Frozen)	N/A	N/A	0
	Supplemental Retirement Plan	12.0	5,728,970	0

(1)The actuarial present value of the lump-sum accumulated benefit payable at December 31, 2020 is equal to the annualized present value factor, multiplied by the monthly benefit. The amounts shown are calculated in accordance with FASB ASC Topic 715, using a 1.39% interest (discount) rate for the Supplemental Retirement Plan and 2.82% for the Consolidated Pension Plan as of December 31, 2020 and the Pri-2012 healthy retiree mortality rates, with a white collar adjustment, with generational projections of mortality improvement using scale MP-2020. The calculations assume payments are deferred until age 65 for all participants under our frozen Consolidated Pension Plan and until the earliest unreduced retirement age for each participant under our Supplemental Retirement Plan. Additional assumptions are included in Note 11 of the Consolidated Financial Statements for the fiscal year ended December 31, 2020, included in our Form 10-K.

The employment agreements with our NEOs establish the basis of compensation and responsibilities for each NEO and contain post-employment covenants, including confidentiality, prohibition against the diversion of employees, vendors and contractors and prohibition against the solicitation of customers, for a period of 24 months following termination of employment. On January 1 of each year, the agreements automatically renew for an additional year, unless either party notifies the other in writing at least 30 days prior to such date of its decision not to renew the agreement. Except as otherwise provided below, the terms and conditions of our employment agreement with each NEO are substantially similar.

Our CIC agreements with our NEOs, the terms and conditions of which are substantially similar except as noted below, provide for benefits under specified circumstances if a NEO’s employment is terminated in connection with a CIC transaction. The agreements require the NEO to maintain the confidentiality of our information and not to induce our employees to terminate their employment with our Company, for a period of 24 months following termination of employment.

If a NEO voluntarily terminates his employment with our Company or we terminate a NEO for cause, he will be entitled to receive base salary through the last day of employment and a lump-sum payment equal to unused, accrued vacation days. Unvested SARs, RSUs and PSUs terminate on the NEO’s last day of employment. Vested SARs will be exercisable for 90 days after the last day of employment if the NEO voluntarily terminates his employment.

Normal Severance Compensation. If the NEO elects to receive “normal severance compensation,” he will receive monthly payments equal to the greater of (1) his monthly base salary for the remainder of the employment agreement’s term, or (2) three months of his monthly base salary in addition to any other compensation or benefits applicable to an employee at the NEO’s level, including a lump-sum payment equal to unused, accrued vacation days.

Component

Less than Three Years of Service

Three or More Years of Service

Base Salary

One year of base salary

Two years of base salary

Short-Term Incentive

Lump-sum payment equal to all payments under our STI programs received by the NEO in the previous 12 months

Lump-sum payment equal to all payments under our STI programs received by the NEO in the previous 24 months

Payment in Lieu of Outplacement Services

Lump-sum payment equal to 10% of base salary

Same

Payment in Lieu of Perquisites

Lump-sum payment equal to 10% of base salary

Same

Post-Employment Health Care Coverage

Payment of COBRA premiums for up to 18 months while the NEO is unemployed and not eligible for other group health coverage and payment of the equivalent of such premium for up to an additional six months, should the NEO remain unemployed

Same

Death Benefit

If the NEO dies during the enhanced severance period, a lump-sum death benefit equal to six months of the NEO’s base salary will be paid to the NEO’s beneficiary

Same

Accrued Vacation

A lump-sum payment equal to unused, accrued vacation days

Same

Generally, if a NEO dies during the term of his employment agreement, the NEO’s beneficiary is entitled to receive “normal severance compensation,” as described above. If a NEO becomes permanently disabled during the agreement term, he will generally be entitled to, at the NEO’s option, either “normal severance compensation” or “enhanced severance benefits,” as described above. In the case of either death or disability, with respect to long-term incentive awards:

Pursuant to his employment agreement, in the event (1) Mr. Bluedorn terminates his employment for “good reason,” (2) we terminate him prior to the expiration of his employment agreement (including non-renewal of his agreement) for any reason other than for cause, or (3) Mr. Bluedorn dies or becomes permanently disabled during the term of his employment agreement, he (or his beneficiary, as applicable) is entitled to receive “enhanced severance benefits” as described above under “Payments Made Upon Involuntary — Not For Cause Termination,” provided Mr. Bluedorn (or his personal representative, as applicable) agrees to execute a written general release of any and all possible claims against us existing at the time of termination.


Component						CIC Benefit
Base Salary Severance						Lump-sum payment equal to three times the NEO’s annual base salary
Prorated Bonus						Lump-sum payment equal to the NEO’s target bonus, prorated based on the last day of employment
Bonus Severance						Lump-sum payment equal to three times the NEO’s target bonus
Payment in Lieu of Outplacement Services						Lump-sum payment equal to 15% of current base salary
Payment in Lieu of Perquisites						Lump-sum payment equal to 45% of current base salary
Post-Employment Health Care Coverage						Payment of COBRA premiums for up to 36 months while the NEO is unemployed and not eligible for other group health coverage
Supplemental Retirement Plan and Profit Sharing Restoration Plan						Three years added to each of the service and age criteria
Tax Gross-up(*)						If CIC payments are subject to the excise tax imposed by Section 4999 of the Code, an additional “gross-up payment”
Accrued Vacation						A lump-sum payment equal to unused, accrued vacation days

The following tables provide information regarding the benefits to which each NEO would be entitled in the event of termination of such individual’s employment with our Company under specified circumstances, including a CIC. Except as otherwise noted, the amounts shown (1) are estimates only and (2) assume that (a) termination was effective as of December 31, 2020, (b) in the case of disability, the NEO elects to receive “enhanced severance benefits,” (c) in the case of retirement, the NEO is eligible for retirement and (d) in the case of CIC, the NEO terminates for “good reason” or is involuntarily terminated without cause.


					Involuntary-Not For Cause Termination
Component	Voluntary Termination		Retirement		Normal Severance		Enhanced Severance(1)		Death		Disability		For Cause Termination		Change in Control
Base Salary	$	0	$	0	$	298,750	$	2,390,000	$	2,390,000	$	2,390,000	$	0	$	3,585,000
Prorated Bonus	n/a		n/a		n/a		n/a		n/a		n/a		n/a		1,493,750
Bonus	0		0		0		2,778,154		2,778,154		2,778,154		0		4,481,250
Payment in Lieu of Outplacement Services	0		0		0		119,500		119,500		119,500		0		179,250
Payment in Lieu of Perquisites	0		0		0		119,500		119,500		119,500		0		537,750
Post-Employment Health Care Coverage	0		0		0		40,762		25,923		40,762		0		70,829
Long-Term Equity Accelerated Vesting(2)	0		5,158,026		0		0		5,969,444		5,969,444		0		23,556,407
Incremental Payment Under Supplemental Retirement Plan & Frozen Profit Sharing Restoration Plan	0		0		0		0		0		0		0		5,276,147
280G Tax Gross-up	0		0		0		0		0		0		0		0
Unused, Accrued Vacation(3)	114,904		114,904		114,904		114,904		114,904		114,904		114,904		114,904
TOTAL	$	114,904	$	5,272,930	$	413,654	$	5,562,820	$	11,517,425	$	11,532,264	$	114,904	$	39,295,287


					Involuntary-Not For Cause Termination
Component	Voluntary Termination		Retirement		Normal Severance		Enhanced Severance		Death		Disability		For Cause Termination		Change in Control
Base Salary	$	0	$	0	$	136,250	$	1,090,000	$	136,250	$	1,090,000	$	0	$	1,635,000
Prorated Bonus	n/a		n/a		n/a		n/a		n/a		n/a		n/a		381,500
Bonus	0		0		0		704,350		0		704,350		0		1,144,500
Payment in Lieu of Outplacement Services	0		0		0		54,500		0		54,500		0		81,750
Payment in Lieu of Perquisites	0		0		0		54,500		0		54,500		0		245,250
Post-Employment Health Care Coverage	0		0		0		38,485		0		0		0		62,023
Long-Term Equity Accelerated Vesting(1)	0		1,040,861		0		0		1,204,744		1,204,744		0		4,658,635
Incremental Payment Under Supplemental Retirement Plan and Frozen Profit Sharing Restoration Plan	0		0		0		0		0		0		0		1,992,842
280G Tax Gross-up	0		0		0		0		0		0		0		N/A
Unused, Accrued Vacation(2)	52,404		52,404		52,404		52,404		52,404		52,404		52,404		52,404
TOTAL	$	52,404	$	1,093,265	$	188,654	$	1,994,239	$	1,393,398	$	3,160,498	$	52,404	$	10,253,904


					Involuntary-Not For Cause Termination
Component	Voluntary Termination		Retirement		Normal Severance		Enhanced Severance		Death		Disability		For Cause Termination		Change in Control
Base Salary	$	0	$	0	$	150,000	$	1,200,000	$	150,000	$	1,200,000	$	0	$	1,800,000
Prorated Bonus	n/a		n/a		n/a		n/a		n/a		n/a		n/a		420,000
Bonus	0		0		0		806,524		0		806,524		0		1,260,000
Payment in Lieu of Outplacement Services	0		0		0		60,000		0		60,000		0		90,000
Payment in Lieu of Perquisites	0		0		0		60,000		0		60,000		0		270,000
Post-Employment Health Care Coverage	0		0		0		38,485		0		0		0		62,023
Long-Term Equity Accelerated Vesting(1)	0		1,239,205		0		0		1,434,285		1,434,285		0		5,546,537
Incremental Payment Under Supplemental Retirement Plan and Frozen Profit Sharing Restoration Plan	0		0		0		0		0		0		0		434,987
280G Tax Gross-up	0		0		0		0		0		0		0		0
Unused, Accrued Vacation(2)	57,692		57,692		57,692		57,692		57,692		57,692		57,692		57,692
TOTAL	$	57,692	$	1,296,897	$	207,692	$	2,222,701	$	1,641,977	$	3,618,501	$	57,692	$	9,941,239


					Involuntary-Not For Cause Termination
Component	Voluntary Termination		Retirement		Normal Severance		Enhanced Severance		Death		Disability		For Cause Termination		Change in Control
Base Salary	$	0	$	0	$	131,250	$	1,050,000	$	131,250	$	1,050,000	$	0	$	1,575,000
Prorated Bonus	n/a		n/a		n/a		n/a		n/a		n/a		n/a		367,500
Bonus	0		0		0		699,181		0		699,181		0		1,102,500
Payment in Lieu of Outplacement Services	0		0		0		52,500		0		52,500		0		78,750
Payment in Lieu of Perquisites	0		0		0		52,500		0		52,500		0		236,250
Post-Employment Health Care Coverage	0		0		0		24,490		0		0		0		40,428
Long-Term Equity Accelerated Vesting(1)	0		1,040,861		0		0		1,204,744		1,204,744		0		4,658,635
Incremental Payment Under Supplemental Retirement Plan and Frozen Profit Sharing Restoration Plan	0		0		0		0		0		0		0		1,412,679
280G Tax Gross-up	0		0		0		0		0		0		0		0
Unused, Accrued Vacation(2)	50,481		50,481		50,481		50,481		50,481		50,481		50,481		50,481
TOTAL	$	50,481	$	1,091,342	$	181,731	$	1,929,152	$	1,386,475	$	3,109,406	$	50,481	$	9,522,223


					Involuntary-Not For Cause Termination
Component	Voluntary Termination		Retirement		Normal Severance		Enhanced Severance		Death		Disability		For Cause Termination		Change in Control
Base Salary	$	0	$	0	$	127,500	$	1,020,000	$	127,500	$	1,020,000	$	0	$	1,530,000
Prorated Bonus	n/a		n/a		n/a		n/a		n/a		n/a		n/a		357,000
Bonus	0		0		0		764,786		0		764,786		0		1,071,000
Payment in Lieu of Outplacement Services	0		0		0		51,000		0		51,000		0		76,500
Payment in Lieu of Perquisites	0		0		0		51,000		0		51,000		0		229,500
Post-Employment Health Care Coverage	0		0		0		27,597		0		0		0		45,231
Long-Term Equity Accelerated Vesting(1)	0		1,040,861		0		0		1,204,744		1,204,744		0		4,658,635
Incremental Payment Under Supplemental Retirement Plan and Frozen Profit Sharing Restoration Plan	0		0		0		0		0		0		0		1,662,526
280G Tax Gross-up	0		0		0		0		0		0		0		0
Unused, Accrued Vacation(2)	49,038		49,038		49,038		49,038		49,038		49,038		49,038		49,038
TOTAL	$	49,038	$	1,089,899	$	176,538	$	1,963,421	$	1,381,282	$	3,140,568	$	49,038	$	9,679,430

For 2020, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees of our company other than our CEO was approximately 227 to 1. The 2020 CEO pay ratio was determined using the same median employee used to determine the 2019 CEO pay ratio as permitted under SEC rules. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions summarized below.


Date Used to Identify Median Employee			October 31, 2019
Employee Pool Used to Identify Median Employee			As permitted under SEC rules, to calculate our 2020 CEO pay ratio we have used the same median employee who was used to calculate the 2019 CEO pay ratio. As of October 31, 2019, our employee population consisted of approximately 11,420 individuals. In determining the median employee, we excluded employees from certain non-U.S. countries under the de minimis exemption under applicable SEC regulations. The list of excluded countries, together with the number of employees excluded in each country, was as follows: Belgium (6); China (30); Netherlands (51); Poland (50); Portugal (22); and the United Kingdom (7). In total, we excluded 166 employees under the de minimis exemption, representing approximately 1.5% of our total employee population as of October 31, 2019. Our pay ratio includes 11,254 employees.
Compensation Used to Identify Median Employee			Total gross wages as derived from the company’s payroll records.
Median Employee Annual Compensation for 2020			$63,769, which includes the value of the median employee’s health and welfare benefits and retirement benefits. We calculated the median employee’s compensation in the same manner as we calculated total compensation of the CEO in the Summary Compensation Table and then added the value of health and welfare benefits.
CEO Compensation for 2020			$14,487,090, which is $11,742 more than the amount disclosed in the Summary Compensation Table. The increase reflects the value of health and welfare benefits which are excluded from the Summary Compensation Table under SEC rules.
Pay Ratio			227:1

We provide a frozen Directors’ Retirement Plan for non-employee directors who were active Board members prior to 1998 and allow those directors to participate in our health care program under the same terms and provisions that we provide to our employees. The frozen Directors’ Retirement Plan also provides for partial continuation of the cash component of the director’s annual retainer at the time of retirement for life. During 2019, Mr. Major was the only current Board member eligible to participate in the Directors’ Retirement Plan and the only active Board member who participates in our health care program.


Name	Fees Earned ($)(1)	Stock Awards ($)(2)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3)	Total ($)
Sherry L. Buck	110,000	117,288	N/A	227,288
Janet K. Cooper	110,000	117,288	N/A	227,288
John E. Major	110,000	117,288	9,612	236,900
Max H. Mitchell	110,000	117,288	N/A	227,288
John W. Norris, III	120,000	117,288	N/A	237,288
Karen H. Quintos	110,000	117,288	N/A	227,288
Kim K.W. Rucker	125,000	117,288	N/A	242,288
Paul W. Schmidt	55,000	231,980	N/A	286,980
Gregory T. Swienton	130,000	117,288	N/A	247,288
Todd J. Teske	150,000	117,288	N/A	267,288
Shane D. Wall	55,000	117,288	N/A	172,288

(2)For Mr. Schmidt, the amount represents the incremental expense associated with the vesting of outstanding RSUs upon his retirement from the Board on May 21, 2020. For the other non-employee directors, the amounts shown represent the grant date fair value (prior to any assumed forfeitures related to service-based vesting conditions, where applicable) in accordance with FASB ASC Topic 718, in connection with RSUs granted under the 2019 Equity and Incentive Compensation Plan. The grant date fair value of RSUs granted to non-employee directors in 2020, calculated in accordance with FASB ASC Topic 718, is as follows:


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1)	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(2)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(3)
Equity compensation plans approved by security holders
• 2019 Equity and Incentive Compensation Plan	926,738	$	207.27	1,449,904
• 2012 Employee Stock Purchase Plan	—	—		2,350,999
Equity compensation plans not approved by security holders	—	—		—
Total	926,738	207.27		3,800,903

All related party transactions must be approved in accordance with the written Related Party Transactions Policy adopted by our Board. A related party transaction is a transaction or relationship since the beginning of the Company’s last fiscal year in which (1) the total amount involved will or may be expected to exceed $120,000, (2) the Company or any of its subsidiaries is a participant, and (3) any related party has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10 percent beneficial owner of an equity interest in another entity). A related party is any person who is or was since the beginning of the previous fiscal year an executive officer, director or nominee for election as a director, a stockholder owning more than 5% of the Company’s voting securities, or an immediate family member of any of these persons.

Our Board has considered certain limited types of transactions with related persons that meet specified criteria and determined that each of them is deemed to be pre-approved under the terms of the Related Party Transaction Policy. These include (1) transactions with companies and charitable contributions to organizations at which a related party’s only relationship is as an employee (other than an executive officer), if the amount of the transaction or contribution does not exceed the greater of $1,000,000 or 1% of that Company’s total annual revenue, (2) transactions involving competitive bids, (3) regulated transactions, and (4) certain routine banking services.

Our Audit Committee is generally responsible for approving all related party transactions, which must be on terms that are fair to our Company and comparable to those that could be obtained in arm’s length dealings with an unrelated third party. In the event a related party transaction involves one or more members of the Audit Committee, the transaction must be approved by an ad hoc committee appointed by the Board and composed entirely of independent and disinterested directors. There were no transactions with related persons in 2020 that require disclosure pursuant to Item 404(a) of Regulation S-K.

No member of the Compensation and Human Resources Committee was an officer or employee of our Company or any of our subsidiaries during 2020 or at any other time, and no member had any relationship with the Company requiring disclosure under “Certain Relationships and Related Party Transactions” above. In addition, none of our executive officers served on the board of directors or on the compensation committee of any other entity, for which any executive officers of such other entity served either on our Board or on our Compensation and Human Resources Committee.

For purposes of this table, “beneficial ownership” (as defined in Rule 13d-3 of the Exchange Act of ) takes into account shares as to which the individual has or shares voting or investment power as well as shares that may be acquired within 60 days (such as by exercising vested SARs, receiving earned performance shares or the vesting of RSUs) and is different from beneficial ownership for purposes of Section 16 of the Exchange Act. As a result, the numbers below may differ from the numbers reported in forms filed pursuant to Section 16 (e.g., Forms 4).

To our knowledge and unless otherwise indicated, each stockholder listed below has sole voting and investment power over the shares listed as beneficially owned by such stockholder. Percentage of ownership is based on 37,767,900 shares of common stock outstanding as of March 23, 2021. Number of shares held by beneficial owners of more than 5% of our common stock and percentage ownership are as of the date of the applicable SEC filing made by those owners (unless otherwise noted).


Name of Beneficial Owner	Common Stock Held (#)	Common Stock that may be Acquired Within 60 Days(#)	Total Shares Beneficially Held(#)	Percent of Class (%)
5% Stockholders
BlackRock, Inc.(1)	3,594,121	0	3,594,121	9.5	%
The Vanguard Group(2)	3,379,241	0	3,379,241	9.0	%
John W. Norris, Jr.(3)	3,181,613	0	3,181,613	8.4	%
Directors and Executive Officers
Sherry L. Buck	124	0	124	*
Todd M. Bluedorn	64,018	112,068	176,086	*
Janet K. Cooper	17,213	0	17,213	*
John E. Major(4)	13,576	0	13,576	*
Max H. Mitchell	2,329	0	2,329	*
John W. Norris, III(5)	666,299	0	666,299	1.8	%
Karen H. Quintos	6,535	0	6,535	*
Joseph W. Reitmeier	17,234	40,997	58,231	*
Kim K.W. Rucker	2,768	0	2,768	*
Daniel M. Sessa	40,785	40,997	81,782	*
Gregory T. Swienton	11,177	0	11,177	*
Todd J. Teske	10,232	0	10,232	*
John D. Torres	3,769	8,003	11,772	*
Douglas L. Young	60,717	37,314	98,031	*
Shane D. Wall	200	0	200	*
All directors and executive officers as a group (19 persons)	939,705	277,434	1,217,139	3.2	%

shares directly owned by the Norris Family Limited Partnership, which is controlled by Mr. Norris, Jr.; (b) 321,750 shares directly owned by the John W. Norris, Jr. Trust A, for which Mr. Norris, Jr. is a trustee and a beneficiary and (c) 214,758 shares held by the John and Terry Norris Living Trust, for which Mr. Norris Jr. is a trustee. Mr. Norris, Jr. reported sole voting and dispositive power with respect to 2,759,863 shares and shared voting and dispositive power with respect to 321,750 shares.

(5)Includes (a) 28,372 shares held by the L.C. Norris Revocable Trust, 28,372 shares held by the W.H. Norris Revocable Trust and 28,372 shares held by the B.W. Norris Revocable Trust, for which Mr. Norris is a co-trustee and disclaims beneficial ownership; (b) 1,616 shares held by the Norris-Newman Minors Trust, for which Mr. Norris is the trustee and for which Mr. Norris disclaims beneficial ownership; (c) 321,750 shares held by the John W. Norris, Jr. Trust A, for which John W. Norris, II is the trustee and for which Mr. Norris disclaims beneficial ownership; (d) 16,838 shares held by his spouse, Catherine Houlihan, for which Mr. Norris disclaims beneficial ownership; and (e) 66,259 shares held by a Grantor Retained Annuity Trust.

To our knowledge, based solely on a review of the reports we filed on behalf of our directors and executive officers, as well as written representations from these persons that no other reports were required, and all other Section 16(a) reports provided to us, we believe that during fiscal 2020 our directors, executive officers and holders of more than 10% of our common stock filed the required reports on a timely basis under Section 16(a).

The Audit Committee of the Board has appointed KPMG LLP to continue as our independent registered public accounting firm for the 2021 fiscal year. We are asking our stockholders to ratify the appointment of KPMG LLP as our independent registered public accounting firm. If our stockholders do not ratify this appointment, the Audit Committee will consider the reasons for the rejection and whether it should select a different firm; however, it is not required to do so. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that a change would be in the best interests of the Company and our stockholders.

The Audit Committee pre-approves all audit services provided by our independent registered public accountants. In addition, all non-audit services provided by KPMG LLP are pre-approved in accordance with our policy that prohibits our independent registered public accountants from providing services specifically prohibited by the Securities and Exchange Commission (“SEC”). For permissible non-audit services, the Audit Committee has delegated pre-approval authority to the Audit Committee Chair. In addition, the Audit Committee has approved annual maximum amounts for tax advisory and tax return services. No engagements are commenced until the Audit Committee Chair’s approval has been received. All approved services are reported to the full Audit Committee at each quarterly meeting. In accordance with the foregoing, all services provided by KPMG LLP in 2019 and 2020 were pre-approved by the Audit Committee.

The Audit Committee maintains effective working relationships with the Board, management, the Company’s internal auditors and KPMG LLP, the Company’s independent registered public accounting firm (the “Independent Accountants”). As set forth in the Audit Committee Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that our Company’s consolidated financial statements and disclosures are complete and accurate and in accordance with U.S. generally accepted accounting principles and applicable rules and regulations. The Independent Accountants are responsible for auditing the Company’s consolidated financial statements and expressing an opinion as to the conformity of these financial statements with U.S. generally accepted accounting principles and on the Company’s internal control over financial reporting.

The Audit Committee has (1) reviewed and discussed the Company’s audited consolidated financial statements for the year ended December 31, 2020 with the Company’s management and with the Independent Accountants; (2) discussed with the Independent Accountants the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board; and (3) received the written disclosures and the letter from the Independent Accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the Independent Accountants’ communications with the Audit Committee concerning independence, and the Audit Committee has discussed with the Independent Accountants the Independent Accountants’ independence and considered whether the provision of non-audit services by the Independent Accountants to the Company is compatible with the Independent Accountants’ independence.

Members of the Audit Committee rely, without independent verification, on the information provided and on the representations made by management and the Independent Accountants. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not assure that the audits of the Company’s consolidated financial statements have been carried out in accordance with generally accepted auditing standards, that the consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles or that the Company’s Independent Accountants are in fact “independent.”

We will pay for the cost of this proxy solicitation. In addition to solicitation by mail, our directors, officers and employees may solicit proxies from stockholders by telephone, facsimile, email or in person. They will not be paid for soliciting proxies but may be reimbursed for out-of-pocket expenses related to the proxy solicitation. We have retained Georgeson LLC to assist in the solicitation of proxies for a fee of $12,000 plus reimbursement of expenses. We will also make arrangements with brokerage houses and other custodians, nominees and fiduciaries to send the proxy materials to beneficial owners of our common stock. Upon request, we will reimburse the brokerage houses and custodians for their reasonable expenses in so doing.

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders who have the same address and last name will receive only one copy of our Notice of Annual Meeting of Stockholders, Proxy Statement, Annual Report to Stockholders, and Annual Report on Form 10-K, unless one or more of these stockholders notifies us by contacting our Investor Relations department indicated below that they wish to continue receiving individual copies. This procedure helps reduce our printing costs and postage fees.

If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of the Notice of Annual Meeting of Stockholders, Proxy Statement, Annual Report to Stockholders, and Annual Report on Form 10-K, or if you hold stock in more than one account, and, in either case, you wish to receive only a single copy of each of these documents for your household, please contact our Investor Relations department by telephone at (972) 497-5000 or in writing at 2140 Lake Park Blvd., Richardson, Texas 75080, Attention: Investor Relations.

Our Annual Report on Form 10-K (excluding exhibits) is a part of our 2020 Annual Report to Stockholders, which is being sent with this Proxy Statement. If you are entitled to vote at the Annual Meeting of Stockholders, you may obtain a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, including the financial statements required to be filed with the SEC, without charge, by contacting our Investor Relations department by telephone at (972) 497-5000 or in writing at 2140 Lake Park Blvd., Richardson, Texas 75080, Attention: Investor Relations.

If you wish to introduce a proposal at the 2022 annual meeting of stockholders but do not want your proposal to be included in our 2022 proxy materials, our Bylaws require you to follow certain procedures and provide certain information and representations related to your proposal. Among other requirements, you must give written notice to our Corporate Secretary of your intention to introduce your proposal and must represent that (1) you are a stockholder of record of Company stock entitled to vote at the annual meeting and (2) you intend to personally present your proposal at the annual meeting. We must receive your notice at least 60 days, but no more than 90 days, prior to the 2022 annual meeting of stockholders. If we give less than 70 days’ notice of the 2022

annual meeting of stockholders date, we must receive your notice within 10 days following the date on which notice of the date of the 2022 annual meeting of stockholders was mailed or such public disclosure was made to our stockholders. In the case of a special meeting of stockholders, we must receive your notice within 10 days following the date on which notice of such meeting is first given to stockholders.

Your notice must include certain information about you, your proposal, and any person “acting in concert” with you and why implementation of your proposal would be in the best interest of the Company and its stockholders. Your notice must also include the shares of the Company’s stock you beneficially own (including any option, warrant or similar right and any other direct or indirect right or interest that may enable you to share in any profit, or manage the risk, from any change in the value of the Company’s stock), any proxy or other right you hold to vote the Company’s stock (or any similar right which has the effect of increasing or decreasing your voting power), performance-related fees which you would be entitled to as a result of any change in the value of the Company’s stock, any material interest you have in your proposal and any other information required to disclosed in a proxy statement. Depending on the nature of the proposal, additional information may be required. If you do not appear at the meeting to represent your proposal, your proposal will be disregarded.

Adjusted net sales exclude the Company’s Kysor Warren business divested in 2019. The Company’s management believes it is useful to disclose adjusted net sales without the results of its divested businesses to provide investors with metrics that the Company’s management uses to measure overall performance. The adjusted net sales should not be used as a substitute for the Company’s net sales as determined in accordance with GAAP, and may not be comparable to similarly titled measures reported by other companies.

Adjusted total segment profit excludes the Company’s Kysor Warren business divested in 2019 and insurance proceeds for lost profits. For further detail on the reconciliation of Segment Profit to Operating Income, see Note 3 in the Notes to Consolidated Financial Statements in our Form 10-K for the fiscal year ended December 31, 2020. The Company’s management believes it is useful to disclose adjusted segment profit without the results of its divested businesses and insurance proceeds for lost profits to provide investors with metrics that the Company’s management uses to measure overall performance. The adjusted total segment profit should not be used as a substitute for the Company’s segment profit, and may not be comparable to similarly titled measures reported by other companies.


			Page

GENERAL INFORMATION REGARDING THE 202 1 ANNUAL MEETING OF STOCKHOLDERS			1

PROPOSAL 1: ELECTION OF DIRECTORS			5

CORPORATE GOVERNANCE			11

PROPOSAL 2: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			18

EXECUTIVE COMPENSATION			20

DIRECTOR COMPENSATION			51

EQUITY COMPENSATION PLAN INFORMATION			54

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			55

OWNERSHIP OF COMMON STOCK			56

DELI N QUENT SECTION 16(a) REPORTS			58

PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 202 1 FISCAL YEAR			59

OTHER INFORMATION			62

APPENDIX A - RECONCILIATION TO U.S. GAAP			Appendix A-1


• A. O. Smith Corporation	• Fortune Brands Home & Security, Inc.	• Pentair, Inc.
• Acuity Brands, Inc.	• Hubbell Inc.	• Regal Beloit Corporation
• Crane Company	• IDEX Corporation	• Rockwell Automation, Inc.
• Dover Corporation	• Kennametal Inc.	• Snap-On Incorporated
• Flowserve Corporation	• Owens Corning	• The Timken Company


	PSU Value at Maximum Performance Levels ($)
Name	2018	2019	2020
Todd M. Bluedorn	4,964,157	5,047,256	5,055,368
Joseph W. Reitmeier	1,002,327	1,018,959	947,881
Douglas L. Young	1,193,460	1,213,537	1,128,202
Daniel M. Sessa	1,002,327	1,018,959	947,881
John D. Torres	1,002,327	1,018,959	947,881


Board Retainer	Lead Director / Committee Chair Retainer			Long-Term Incentive Award
$110,000 with up to $90,000 payable in cash and the remainder payable in Company common stock	• Lead Director:	$	25,000	$130,000 RSU Award
	• Audit:	$	20,000
	• Compensation and Human Resources:	$	15,000
	• Board Governance:	$	15,000
	• Public Policy:	$	10,000


Name	Paid in Stock ($)	Paid in Cash ($)
Sherry L. Buck	19,640	90,360
Janet K. Cooper	19,640	90,360
John E. Major	19,640	90,360
Max H. Mitchell	19,640	90,360
John W. Norris, III	19,640	100,360
Karen H. Quintos	109,368	632
Kim K.W. Rucker	19,640	105,360
Paul W. Schmidt	9,801	45,199
Gregory T. Swienton	19,640	110,360
Todd J. Teske	19,640	130,360
Shane D. Wall	54,658	342




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. )


☐			Preliminary Proxy Statement

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

ý			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material Pursuant to §240.14a-12


			Sincerely,

			Todd M. Bluedorn
			Chairman of the Board and Chief Executive Officer



NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 20, 2021


			By Order of the Board of Directors,

			John D. Torres
			Corporate Secretary


*			Committee Chair
**			Due to the Company’s mandatory age-based retirement provisions in our Corporate Governance Guidelines, Mr. Major will retire immediately following the 2021 Annual Meeting of Stockholders.


CEO - Target Compensation Mix			Other NEOs - Target Compensation Mix


Name	Base Salary January 1, 2020		3% Merit Lump Sum Payment		Total Base Salary earned in 2020
Todd M. Bluedorn	$	1,195,000	$	35,850	$	1,230,850
Joseph W. Reitmeier	545,000		16,350		561,350
Douglas L. Young	600,000		18,000		618,000
Daniel M. Sessa	525,000		15,750		540,750
John D. Torres	510,000		15,300		525,300


Name	2020 STI Target as a % of Base Salary		2020 STI Target		2020 STI Payout as a % of Target		2020 STI Payout
Todd M. Bluedorn	125	%	$	1,493,750	145	%	$	2,165,000
Joseph W. Reitmeier	70		381,500		145		553,000
Douglas L. Young	70		420,000		150		630,000
Daniel M. Sessa	70		367,500		145		532,000
John D. Torres	70		357,000		145		517,000


Kim K.W. Rucker (Chair)						John E. Major
John W. Norris, III						Karen H. Quintos
Todd J. Teske						Shane D. Wall


	Perquisites				Other Compensation
Name	Cash Stipend		Company Equipment and Installation		Term Life Insurance Premiums		Retirement Contributions		Total
Todd M. Bluedorn	$	30,000	$	—	$	197	$	17,100	$	47,297
Joseph W. Reitmeier	30,000		—		55		17,100		47,155
Douglas L. Young	30,000		8,841		2		17,100		55,943
Daniel M. Sessa	30,000		115,828		70		17,100		162,998
John D. Torres	30,000		2,599		84		17,100		49,783


		Assumptions
Grant Date	Award	Volatility (%)	Expected Life (Years)	Dividend Yield (%)	Risk Free Interest Rate (%)	FMV Based on Average High/ Low NYSE Trading Prices on Date of Grant ($)	Grant Date Fair Value Per Share ($)
12/11/2020	PSU	—	—	1.48	—	278.00	265.960
12/11/2020	RSU	—	—	1.48	—	278.00	265.960
12/11/2020	SAR	29.70	3.95	1.64	0.27	278.00	55.210


Name	Executive Contributions in Last Year ($)	Company Contributions in Last Year ($)	Aggregate Earnings in Last Year ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last Year-End ($)
Todd M. Bluedorn	0	0	10,814	0	102,218
Joseph W. Reitmeier(1)	N/A	N/A	N/A	N/A	N/A
Douglas L. Young	0	0	55,162	0	521,375
Daniel M. Sessa	0	0	2,579	0	24,378
John D. Torres(1)	N/A	N/A	N/A	N/A	N/A


*			The CIC agreement with Mr. Reitmeier does not include a tax gross up provision.


Name						Aggregate RSUs Outstanding as of December 31, 2020 (# of shares)
Sherry L. Buck						916
Janet K. Cooper						1,476
John E. Major						1,476
Max H. Mitchell						1,476
John W. Norris, III						1,476
Karen H. Quintos						1,476
Kim K.W. Rucker						1,476
Paul W. Schmidt						N/A
Gregory T. Swienton						1,476
Todd J. Teske						1,476
Shane D. Wall						441


	Performance Level
	Below Threshold	Threshold	Target	Maximum
Shares to be Issued Pursuant to Outstanding PSUs	—	57,010	114,020	228,040
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans	3,914,923	3,857,913	3,800,903	3,686,883


	2020		2019
Audit Fees(1)	$	3,411	$	3,209
Audit-Related Fees(2)	2		6
Tax Fees(3)	28		99

Total	$	3,441	$	3,314


Gregory T. Swienton (Chair)
Sherry L. Buck
Janet K. Cooper
Max H. Mitchell


	For the Years Ended December 31,
	2019		2020
Net sales, a GAAP measure	$	3,807.2	$	3,634.1
Exclude: Kysor Warren Net Sales	$	34.3	$	—
Adjusted net sales, a Non-GAAP measure	$	3,772.9	$	3,634.1