Edgar Filing: Allegion plc

PRE 14A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Allegion Public Limited Company

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NOTICE OF 2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Annual General Meeting of Shareholders of Allegion plc (the “Company”) will be held at the following location to consider and vote upon the following proposals:



When		June 8, 2016, at 5:00 p.m., local time

Location		Mandarin Oriental, Neuturmstrasse l, Munich, Germany

Items of Business	1.	By separate resolutions, to re-elect as directors for a period of one year expiring at the end of the Annual General Meeting of Shareholders of the Company in 2017, the following six individuals:
		(a)	Michael J. Chesser	(d)	David D. Petratis
		(b)	Carla Cico	(e)	Dean I. Schaffer
		(c)	Kirk S. Hachigian	(f)	Martin E. Welch III
	2.	To give advisory approval of the compensation of the Company’s named executive officers.
	3.	To approve the appointment of PricewaterhouseCoopers as independent auditors of the Company and authorize the Audit and Finance Committee of the Board of Directors to set the auditors’ remuneration.
	4.	To approve certain administrative amendments to the Company’s (A) Memorandum of Association and (B) Articles of Association.
	5.	To approve amendments to the Company’s Articles of Association to (A) provide for a plurality voting standard in the event of a contested election and (B) grant the Board of Directors sole authority to determine its size.
	6.	To conduct such other business properly brought before the meeting.

Record Date		Only shareholders of record as of the close of business on April 11, 2016, are entitled to receive notice of and to vote at the Annual General Meeting.

Shareholders in Ireland may participate in the Annual General Meeting at the Company’s headquarters located at Block D, Iveagh Court, Harcourt Road, Dublin 2, Ireland. See “Information Concerning Voting and Solicitation” of the proxy statement for further information on participating in the Annual General Meeting in Ireland.

Whether or not you plan to attend the meeting, please provide your proxy by either using the Internet or telephone as explained in the accompanying proxy statement or filling in, signing, dating, and promptly mailing a proxy card. Your proxy must be received by 8:00 a.m. Eastern Time on June 6, 2016.



	By Order of the Board of Directors,
	S. WADE SHEEK
	Secretary

IF YOU ARE A SHAREHOLDER WHO IS ENTITLED TO ATTEND AND VOTE, THEN YOU ARE ENTITLED USING THE FORM PROVIDED (OR THE FORM IN SECTION 184 OF THE COMPANIES ACT OF 2014) TO APPOINT A PROXY OR PROXIES TO ATTEND THE ANNUAL GENERAL MEETING AND VOTE ON YOUR BEHALF. A PROXY IS NOT REQUIRED TO BE A SHAREHOLDER IN THE COMPANY. IF YOU WISH TO APPOINT AS PROXY ANY PERSON OTHER THAN THE INDIVIDUALS SPECIFIED ON THE PROXY CARD, PLEASE CONTACT THE COMPANY SECRETARY AT OUR REGISTERED OFFICE.

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to be held on June 8, 2016: The Annual Report, the Form 10-K, Proxy Statement and the Irish Statutory Accounts are available at www.proxyvote.com.



Registered Office Address: Block D Iveagh Court Harcourt Road Dublin 2, Ireland Ireland No. 527370		U.S. Mailing Address: c/o Schlage Lock Company LLC 11819 N. Pennsylvania Street Carmel, Indiana 46032

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TABLE OF CONTENTS



	Page
SUMMARY INFORMATION	i
PROPOSALS REQUIRING YOUR VOTE	1
Item 1. Election of Directors	1
Item 2. Advisory Approval of the Compensation of Our Named Executive Officers	4
Item 3. Approval of Appointment of Independent Auditors	5
Audit Committee Report	5
Fees of the Independent Auditors	6
Item 4. Approval of certain administrative amendments to the Company’s:
(A) Memorandum of Association; and	7
(B) Articles of Association	8
Item 5. Approval of amendments to the Company’s Articles of Association to:
(A) provide for a plurality voting standard in the event of a contested election; and	9
(B) grant the Board of Directors sole authority to determine its size	10
CORPORATE GOVERNANCE	11
COMPENSATION OF DIRECTORS	17
COMPENSATION DISCUSSION AND ANALYSIS	19
COMPENSATION COMMITTEE REPORT	31
EXECUTIVE COMPENSATION	32
INFORMATION CONCERNING VOTING AND SOLICITATION	43
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	45
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	47
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	47
SHAREHOLDER PROPOSALS AND NOMINATIONS	47
HOUSEHOLDING	48
ANNEX I - ADMINISTRATIVE AMENDMENTS TO MEMORANDUM OF ASSOCIATION	A- 1
ANNEX II - ADMINISTRATIVE AMENDMENTS TO THE ARTICLES OF ASSOCIATION	B- 1
ANNEX III - AMENDMENTS REGARDING PLURALITY VOTING	C- 1
ANNEX IV - AMENDMENTS REGARDING GRANTING BOARD SOLE AUHORITY TO DETERMINE SIZE	D- 1

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SUMMARY INFORMATION

This summary highlights information contained elsewhere in this Proxy Statement. For more complete information about these topics, please review Allegion plc’s Annual Report on Form 10-K and the entire Proxy Statement.



ANNUAL GENERAL MEETING OF SHAREHOLDERS



When		June 8, 2016 at 5:00 p.m., local time

Location		Mandarin Oriental
		Neuturmstrasse l
		Munich, Germany

Record Date		April 11, 2016

Voting		Shareholders as of the record date are entitled to vote. Each ordinary share is entitled to one vote for each director nominee and each of the other proposals.

Attendance		All shareholders of record on the record date may attend the meeting.



MEETING AGENDA AND VOTING RECOMMENDATIONS

The following items will be submitted for shareholder approval at the Annual General Meeting.



Agenda Item	Vote Required	Board Recommendation	Page
Election of six directors named in the proxy statement.	Majority of votes cast	For	1
Advisory approval of the compensation of the Company’s named executive officers.	Majority of votes cast	For	4
Approval of appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors and authorize the Audit and Finance Committee to set auditors’ remuneration.	Majority of votes cast	For	5
Approval of certain administrative amendments to the Company’s:
(A) Memorandum of Association; and	75% of votes cast	For	7
(B) Articles of Association.	75% of votes cast	For	8
Approval of amendments to the Company’s Articles of Association to:
(A) provide for a plurality voting standard in the event of a contested election; and	75% of votes cast	For	9
(B) grant the Board of Directors sole authority to determine its size.	75% of votes cast	For	10



CORPORATE GOVERNANCE HIGHLIGHTS

We are committed to good corporate governance practices that promote the long-term interests of shareholders, strengthen Board and management accountability and help build public trust. The following is a summary of our corporate governance practices. Additional information is found under the Corporate Governance section of this Proxy Statement.



Things We Do		Things We Don’t Do
ü	Substantial majority of independent directors (5 of 6)	û	No pledging of Company stock
ü	Annual election of directors	û	No hedging of Company stock
ü	Majority vote for directors	û	No tax gross-ups in change-in-control agreements
ü	Independent Lead Director	û	No excessive perquisites
ü	Term limit for non-employee directors	û	No option repricing without shareholder approval
ü	Annual Board and committee self-assessments	û	No dividend equivalents on unearned awards
ü	Executive sessions of non-management directors
ü	Executive and director stock ownership guidelines
ü	Board oversight of risk management
ü	Succession planning at all levels, including for Board and CEO

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EXECUTIVE COMPENSATION

Our executive compensation program is designed to create a pay-for-performance culture by aligning the compensation program to the achievement of our strategic objectives and with shareholder interests. Our strategic objectives are: (i) expand in core markets; (ii) opportunistic acquisitions; (iii) enterprise excellence; (iv) innovation in existing and new product categories; and (v) growth in emerging markets.

The primary objectives of our executive compensation program are to:


•	Create and reinforce our pay-for-performance culture;


•	Align the interests of management with our shareholders;


•	Attract, retain and motivate executive talent by providing competitive levels of salary and targeted total pay;


•	Provide incentive compensation that promotes desired behavior without encouraging unnecessary and excessive risk; and


•	Integrate with our performance management process of goal setting and formal evaluation.

Pay-for-Performance

We achieved the following strong financial performance related to our executive compensation program:


•	Annual adjusted revenue (“Revenue”) of $2.048 billion, down 3.4% compared to prior year;


•	Adjusted Earnings Before Interest Tax Depreciation and Amortization (“EBITDA”) of $433.5 million, a decrease of 0.8% from 2014 adjusted EBITDA;


•	Available Cash Flow (“ACF”) of $282.8 million, an increase of 19.1% versus the prior year;


•	Adjusted earnings per share (“EPS”) of $2.95, an increase of 18.5% over 2014 adjusted EPS;


•	Total shareholder return (“TSR”) of 54.4% for the 2014 - 2015 performance period, which falls into the 94^th percentile of the S&P Capital Goods Index; and


•	TSR of 12.8% for the 2015 performance period, which falls into the 92^nd percentile of the S&P Capital Goods Index.

Based on the achievement of this performance, we achieved 124% financial performance under the Annual Incentive Plan and achieved a 200% payout of the performance share units.



ELECTION OF DIRECTORS

Set forth below is summary information about each director nominee the Board is recommending for election:

Nominee

Age

Director Since

Principal Occupation

Independent

Committee Memberships

Michael J. Chesser

2013

Former Chairman and Chief Executive Officer of Great Plains Energy Incorporated

Ÿ Audit and Finance

Ÿ Compensation (Chair)

Ÿ Corporate Governance and Nominating

Carla Cico

2013

Former Chief Executive Officer of Rivoli S.p.A.

Ÿ Audit and Finance

Ÿ Compensation

Ÿ Corporate Governance and Nominating

Kirk S. Hachigian

(Lead Director)

2013

Executive Chairman of JELD-WEN, Inc.

Ÿ Audit and Finance

Ÿ Compensation

Ÿ Corporate Governance and Nominating (Chair)

David D. Petratis

2013

Chairman, President and Chief Executive Officer of Allegion plc

Dean I. Schaffer

2014

Former Partner of Ernst & Young LLP

Ÿ Audit and Finance

Ÿ Compensation

Ÿ Corporate Governance and Nominating

Martin E. Welch III

2013

Former Executive Vice President and Chief Financial Officer of Visteon Corporation

Ÿ Audit and Finance (Chair)

Ÿ Compensation

Ÿ Corporate Governance and Nominating

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ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

We are asking for your advisory approval of the compensation of our named executive officers. While our Board of Directors intends to carefully consider the shareholder vote resulting from the proposal, the final vote will not be binding on us and is advisory in nature. Before considering this proposal, please read our Compensation Discussion and Analysis, which explains our executive compensation program and the Compensation Committee’s compensation decisions.



APPOINTMENT OF INDEPENDENT AUDITORS

We are asking you to approve the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent auditors for 2016 and to authorize the Audit and Finance Committee to set PwC’s remuneration.



ADMINISTRATIVE AMENDMENTS TO THE COMPANY’S (A) MEMORANDUM OF ASSOCIATION AND (B) ARTICLES OF ASSOCIATION

We are asking you to approve certain administrative amendments to the Company’s (A) Memorandum of Association; and (B) Articles of Association. We must make these amendments to account for the adoption of the Companies Act 2014.



ADMENDMENTS TO THE COMPANYS ARTICLES OF ASSOCIATION TO (A) PROVIDE FOR A PLURALITY VOTING STANDARD AND (B) GRANT THE BOARD SOLE AUTHORITY TO DETERMINE ITS SIZE

We are asking you to approve the amendments to the Company’s Articles of Association to (A) provide for a plurality voting standard in the event of a contested election; and (B) grant the Board sole authority to determine its size.



2017 ANNUAL GENERAL MEETING



Deadline for shareholder proposals for inclusion in the proxy statement:		December 23, 2016
Deadline for business proposals and nominations for director:		March 10, 2017

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		PROXY STATEMENT

This Proxy Statement and the enclosed proxy card, or the Notice of Internet Availability of Proxy Materials, are first being mailed to shareholders of record on April 11, 2016 (the “Record Date”) on or about April [l], 2016.

PROPOSALS REQUIRING YOUR VOTE

Item 1. Election of Directors

We use a majority of votes cast standard for the election of directors. A majority of the votes cast means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that director nominee. Each director of the Company is being nominated for election for a one-year term beginning at the 2016 Annual General Meeting of Shareholders to be held on June 8, 2016 (the “Annual General Meeting”) and expiring at the end of the 2017 Annual General Meeting of Shareholders.

Under our articles of association, if a director is not re-elected in a director election, the director shall retire at the close or adjournment of the Annual General Meeting.

The Board of Directors recommends a vote FOR the following directors:



Michael J. Chesser
	Age	67

	Director Since	2013

	Experience	Former Chairman and Chief Executive Officer of Great Plains Energy Incorporated (an electric utilities holding company) from 2003 to 2013

	Current Directorships	None

	Former Directorships	Polypore International Inc. Great Plains Energy Inc.
Director Qualifications
Mr. Chesser’s successful career in the energy sector offers us insight into the latest developments in industrial processes, innovation and process improvement. His expertise will provide guidance into new technologies for our operations, help progress our productivity initiatives and offer instructive process methodologies to accelerate our innovation efforts. Mr. Chesser is a recognized authority on energy technologies which brings unique perspectives both within our own operations and on behalf of our customers and communities. His extensive experience with compensation and talent development are of particular benefit to us. Finally, his leadership for a North American company will provide practical insight to help drive our growth plans for that geography.

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Carla Cico
	Age	55

	Director Since	2013

	Experience	Former Chief Executive Officer of Rivoli S.p.A. (prefabricated infrastructure company) from 2009 to 2011
	Current Directorships	Alcatel-Lucent

	Former Directorships	None


Director Qualifications
Ms. Cico’s experience leading a prefabricated infrastructure company offers a deep understanding of the building and construction industries. She brings a unique perspective to the Board with her direct knowledge of application expertise, regulatory requirements, complex configurations and working with architects, contractors and engineers to adhere to specific safety requirements, all of which influence the successful execution of our strategic plan. Ms. Cico was cited as one of the most powerful women in international business in Forbes (1994) and Fortune (1995). She offers extraordinary insight into regional and global economic, social and political issues.



Kirk S. Hachigian
	Age	56

	Director Since	2013

	Lead Director Since	2013

	Experience	Executive Chairman of JELD-WEN, Inc. (global manufacturer of doors and windows) since 2014 and President and Chief Executive Officer from 2014 to November 2015 Former Chairman, President and Chief Executive Officer of Cooper Industries plc (global manufacturer of electrical components for the industrial, utility and construction markets) from 2006 to 2012

	Current Directorships	NextEra Energy Paccar Inc.

	Former Directorships	Cooper Industries plc
Director Qualifications
Mr. Hachigian’s experiences as chairman and chief executive officer of JELD-WEN, Inc., a $3.5 billion global manufacturer, and Cooper Industries plc, a $6 billion global manufacturer, bring substantial expertise to all of our operational and financial matters, including global manufacturing, engineering, marketing, labor relations, channel management and investor relations. His prior work will benefit our Board of Directors and management team as we pursue future business opportunities globally. He has a successful track record of creating value for shareholders, completing the $13 billion merger of Cooper Industries with Eaton Corporation in 2012. In addition, his leadership of an organization incorporated in Ireland provides valuable oversight experience to our Irish financial reporting and accounting requirements. His executive leadership positions directly correspond to key elements of our growth and operational strategies.

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David D. Petratis
	Age	58

	Director Since	2013

	Experience	Chairman, President and Chief Executive Officer of Allegion plc since 2013 Former Chairman, President and Chief Executive Officer of Quanex Building Products Corporation (a manufacturer of engineered material and components for the building products markets) from 2008 to 2013

	Current Directorships	None

	Former Directorships	Gardner Denver, Inc. Quanex Building Products Corporation
Director Qualifications
Mr. Petratis’s successful leadership of global manufacturing companies brings significant experience and expertise to the Company’s management and governance. In particular, Mr. Petratis has an extensive background in the building products industry, as well as strong experience with operations and lean manufacturing, distribution and channel marketing and management, the merger and acquisition process, and strategy development.



Dean I. Schaffer
	Age	64

	Director Since	2014

	Experience	Former Partner of Ernst & Young LLP (an international public accounting firm) from 1975 to 2014

	Current Directorships	None

	Former Directorships	None

Director Qualifications
Mr. Schaffer’s experience as a partner of an international accounting firm brings significant expertise to the Board of Directors in the areas of taxation, governance, strategy and acquisitions. During his career, Mr. Schaffer served on Ernst & Young’s Americas Executive Board, as the co-lead of the Americas Office of the Chairman Global Accounts Network and senior partner in the New York office and worked with many of the firm’s largest clients. Mr. Schaffer’s expertise will benefit the Board of Directors as it oversees our financial reporting and our governance and as it develops our tax and growth strategies.



Martin E. Welch III
	Age	67

	Director Since	2013

	Experience	Former Executive Vice President and Chief Financial Officer of Visteon Corporation (a global automotive parts supplier) from 2011 to 2012 Former Executive Vice President and Chief Financial Officer of United Rentals, Inc. (an equipment rental company) from 2005 to 2009

	Current Directorships	Global Brass and Copper Holdings, Inc.

	Former Directorships	None

Director Qualifications
Mr. Welch’s experience as a chief financial officer brings substantial financial expertise to our Board. His senior leadership experience with global manufacturing companies will benefit our Board as it develops our growth strategy and will help drive our operational improvement. In addition, Mr. Welch’s experience as a business adviser to a private equity firm will benefit the Company’s long-term strategic planning.

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Item 2. Advisory Approval of the Compensation of Our Named Executive Officers

We are presenting the following proposal, commonly known as a “Say-on-Pay” proposal, which gives you as a shareholder the opportunity to endorse or not endorse our compensation program for named executive officers (“NEOs”) by voting for or against the following resolution:

“RESOLVED, that the shareholders approve the compensation of the Company’s NEOs, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related disclosure contained in the Company’s proxy statement.”

While our Board of Directors intends to carefully consider the shareholder vote resulting from the proposal, the final vote will not be binding on us and is advisory in nature.

The primary objectives of our executive compensation program are to:


•	Create and reinforce our pay-for-performance culture;


•	Align the interests of management with our shareholders;


•	Attract, retain and motivate executive talent by providing competitive levels of salary and targeted total pay;


•	Provide incentive compensation that promotes desired behavior without encouraging unnecessary and excessive risk; and


•	Integrate with our performance management process of goal setting and formal evaluation.

By following these objectives, we believe that our compensation program for NEOs is strongly aligned with the long-term interests of our shareholders.

The Board of Directors recommends that you vote FOR advisory approval of the compensation of our NEOs as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related disclosure contained in this proxy statement.

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Item 3. Approval of Appointment of Independent Auditors

At the Annual General Meeting, shareholders will be asked to approve the appointment of PricewaterhouseCoopers (“PwC”) as our independent auditors for the fiscal year ending December 31, 2016, and to authorize the Audit and Finance Committee of our Board of Directors to set the independent auditors’ remuneration. PwC acted as our independent auditor since 2013 and has familiarity with our affairs. Based on such familiarity and its ability, we believe PwC is best qualified to perform this important function.

Representatives of PwC will be present at the Annual General Meeting and will be available to respond to appropriate questions. They will have an opportunity to make a statement if they so desire.

The Board of Directors recommends a vote FOR the proposal to approve the appointment of PwC as independent auditors of the Company and to authorize the Audit and Finance Committee of the Board of Directors to set the auditors’ remuneration.

Audit and Finance Committee Report

While management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls, the Audit and Finance Committee reviews the Company’s audited financial statements and financial reporting process on behalf of the Board of Directors. The independent auditors are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and to issue a report thereon. The Audit and Finance Committee monitors those processes. In this context, the Audit and Finance Committee has met and held discussions with management and the independent auditors regarding the fair and complete presentation of the Company’s results. The Audit and Finance Committee has discussed significant accounting policies applied by the Company in its financial statements, as well as alternative treatments. Management has represented to the Audit and Finance Committee that the Company’s consolidated financial statements were prepared in accordance with United States generally accepted accounting principles, and the Audit and Finance Committee has reviewed and discussed the consolidated financial statements with management and the independent auditors. The Audit and Finance Committee also discussed with the independent auditors the matters required to be discussed by Auditing Standard No. 16, as amended (Communication with Audit Committees), as adopted by the PCAOB.

In addition, the Audit and Finance Committee has received and reviewed the written disclosures and the PCAOB-required letter from PwC regarding PwC’s communications with the Audit and Finance Committee concerning independence and discussed with PwC its independence. The Audit and Finance Committee also considered whether the independent auditors’ provision of non-audit services to the Company is compatible with the auditors’ independence. The Audit and Finance Committee has concluded that the independent auditors are independent from the Company and its management.

The Audit and Finance Committee discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits. The Audit and Finance Committee meets separately with the internal and independent auditors, with and without management present, to discuss the results of their examinations, the evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit and Finance Committee recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (“2015 Form 10-K”), for filing with the Securities and Exchange Commission (the “SEC”). The Audit and Finance Committee has selected PwC, subject to shareholder approval, as the Company’s independent auditors for the fiscal year ending December 31, 2016.

AUDIT AND FINANCE COMMITTEE

Martin E. Welch III (Chair)

Michael J. Chesser

Carla Cico

Kirk S. Hachigian

Dean I. Schaffer

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Fees of the Independent Auditors

The following table shows the fees we paid or accrued for audit and other services provided by PwC for the fiscal years ended December 31, 2015 and 2014:



	2015		2014
Audit Fees (a)	$	3,015,000	$	2,890,000
Audit-Related Fees (b)	178,200		80,000
Tax Fees (c)	936,000		1,941,564
All Other Fees (d)	—		55,000
Total	$	4,129,200	$	4,966,564

_______________


(a)	Audit Fees for the fiscal year ended December 31, 2014 and 2015 were for professional services rendered for the audits of our annual consolidated financial statements, including statutory audits.


(b)	Audit-Related Fees consist of assurance services that are related to performing the audit and review of our financial statements. Audit-Related Fees include employee benefit plan audits, consultations on the application of accounting standards, comfort letter related to the 2015 bond offering, and verification reports and other services.


(c)	In 2014, $108,184 of the Tax Fees related to tax compliance and $1,833,380 related to consulting services. In 2015, the amount related to consulting services.


(d)	All Other Fees relate to an audit of our United Kingdom pension plan and known verification reports and other services.

The Audit and Finance Committee has adopted policies and procedures which require that the Audit and Finance Committee pre-approve all non-audit services that may be provided to the Company by its independent auditors. The policy: (i) provides for pre-approval of an annual budget for each type of service; (ii) requires Audit and Finance Committee approval of specific projects over $50,000, even if included in the approved budget; and (iii) requires Audit and Finance Committee approval if the forecast of expenditures exceeds the approved budget on any type of service. The Audit and Finance Committee pre-approved all of the services described above. The Audit and Finance Committee has determined that the provision of all such non-audit services is compatible with maintaining the independence of PwC.

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Item 4. Approval of Certain Administrative Amendments

to the Company’s (A) Memorandum of Association and (B) Articles of Association



Background

On June 1, 2015, the Companies Act 2014 took effect in Ireland. The Companies Act 2014 consolidates and modernizes company law in Ireland. Although the changes to Irish company law will not impact our day-to-day operations, we must make some administrative updates to our Memorandum of Association and Articles of Association to ensure that they are not impacted or affected by the introduction of this new law. None of the proposed updates to our Memorandum of Association or our Articles of Association will materially change the rights of our shareholders.

Item 4A sets out certain proposed amendments to our Memorandum of Association, and Item 4B sets out certain proposed amendments to our Articles of Association. Under Irish law, any amendment to a public company’s Memorandum of Association must be voted on separately from any amendment to a public company’s Articles of Association. For that reason, we are asking shareholders to separately vote on Items 4A and 4B; however, given the inextricable link between Items 4A and 4B, each proposal is subject to the other being approved by shareholders, and as a result, both proposals will fail if either proposal does not pass.



Item 4A:	Proposed Administrative Amendments to the Company’s Memorandum of Association

We must make certain administrative changes to our Memorandum of Association to account for the adoption of the Companies Act 2014. None of the proposed amendments to our Memorandum of Association, which are being proposed in order to update the statutory references to be consistent with the Companies Act 2014, will materially change the rights of our shareholders. The proposed amendments to our Memorandum of Association are each specifically described in the text of the resolution below. This description is qualified in its entirety by reference to the complete text of the proposed amendments, which is attached to this Proxy Statement as Annex I. We urge you to read Annex I in its entirety before casting your vote.

As required under Irish law, Item 4A is a special resolution that requires the affirmative vote of the holders of at least 75% of the votes cast. In addition, Item 4A is subject to Item 4B being adopted. Therefore, unless shareholders approve Item 4B, Item 4A will fail.



The Text of the Resolution in Respect of Item 4A is as Follows:

As a special resolution that, subject to and conditional upon Item 4B being passed, the following amendments, as shown in Annex I, be made to the Memorandum of Association:

“that the existing clause 2 of the Memorandum of Association be amended to include reference to the Company being a public limited company for the purposes of Part 17 of the Companies Act 2014 and that the existing clause 3(14) of the Memorandum of Association be amended to update the statutory reference to the Companies Act 2014.”

The Board of Directors recommends a vote FOR the proposal to approve the amendments to the Company’s Memorandum of Association in the manner described above.

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Item 4B:	Proposed Administrative Amendments to the Company’s Articles of Association

We must make certain administrative changes to our Articles of Association to account for the adoption of the Companies Act 2014. None of the proposed amendments to our Articles of Association, which are being proposed in order to update the statutory references to be consistent with the Companies Act 2014, will materially change the rights of our shareholders. The table set forth below summarizes the proposed amendments to our Articles of Association. This summary table is qualified in its entirety by reference to the complete text of the proposed amendments, which is attached to this Proxy Statement as Annex II. We urge you to read Annex II in its entirety before casting your vote.



Amendment		Reason for Amendment
All references to the old Irish company law statutes, which were repealed when the Companies Act 2014 became effective on June 1, 2015, are replaced by references to the Companies Act 2014 (the “Act”)		To ensure that our Articles of Association are consistent with the statutory references in the Act
New Article 1		The Act adopts a new approach in regard to the articles of association of all companies. Instead of making provisions for a model set of articles of association, as was done with Table A in the Companies Act 1963 (“Table A”), the Act now contains specific sections which apply to all companies unless the articles of association specifically exclude them. As these provisions deal with matters which are already specified in our articles of association, it is necessary to include a new provision (Article 1) in order to disapply these optional sections of the Act. As Table A is no longer relevant, it is no longer necessary to provide for its disapplication. Sections 83 and 84 are being retained as they contain the powers necessary for a company to implement capital reductions and capital variations under the Act.
Amended Article 104		Article 104 has been amended in order to address the new requirements regarding the maintenance of accounting records. The directors may use the power provided for in the Act to send shareholders summary financial information in lieu of the full statutory financial statements of the company. However, where the directors elect to do so, any shareholder may request a full copy of the financial statements of the company to be sent to him or her. Article 104 (d) also makes specific reference to the financial statements being made available on the company’s website, as is the current practice.

As required under Irish law, Item 4B is a special resolution that requires the affirmative vote of the holders of at least 75% of the votes cast. In addition, Item 4B is subject to Item 4A being adopted. Therefore, unless shareholders approve Item 4A, Item 4B will fail.



The Text of the Resolution in Respect of Item 4B is as Follows:

As a special resolution that, subject to and conditional upon Item 4A being passed, the Articles of Association be and are hereby amended in the manner provided in Annex II of this Proxy Statement.

The Board of Directors recommends a vote FOR the proposal to approve the amendments to the Company’s Articles of Association in the manner described above.

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Item 5. Approval of Amendments to the Company’s Articles of Association to (A) Provide for a Plurality Voting Standard in the Event of a Contested Election; and (B) Grant the Board Sole Authority to Determine its Size



Background

Item 5A sets out proposed amendments to our Articles of Association to provide for a plurality voting standard in the context of a contested election. Item 5B sets out proposed amendments to our Articles of Association to grant the Board the sole authority to set its size.

Under Irish law, unless the Board is granted sole authority to set its size, the plurality voting standard would not achieve its desired results. For example, unless the Board is granted sole authority to set its size, nominees (including the Company’s nominees) who receive a simple majority of votes cast may also be elected to the Board, even if those nominees receive fewer votes than the nominees that otherwise fill the available seats. In contrast, in the United States, under a plurality voting standard, only those directors who receive the most votes for the available seats are elected. Given the link between Items 5A and 5B, each proposal is subject to the other being approved by shareholders, and as a result, both proposals will fail if either proposal does not pass.

The description of the following proposed amendments is only a summary and is qualified in its entirety by reference to the complete text of the proposed amendments. The proposed amendments regarding plurality voting are included in Annex III to this Proxy Statement and the proposed amendments regarding the grant to the Board the sole authority to set its size are included in Annex IV to this Proxy Statement. We urge you to read Annexes III and IV in their entirety before casting your vote.



Item 5A:	Approval of Amendments to the Company’s Articles of Association to Provide for a Plurality Voting Standard in the Event of a Contested Election

We currently have a majority voting standard for both uncontested and contested director elections. In the context of contested director elections, however, many believe that a plurality voting standard is more appropriate for a number of reasons, including to avoid the risk of a failed election (i.e., where one or more directors fails to receive a majority vote). Under a plurality voting standard, the nominees receiving the highest number of votes would be elected as directors, regardless of whether the nominees receive a majority of the votes cast in the election. In the United States, proxy advisory firms generally support this view as well and best practice calls for a majority voting standard in uncontested director elections, and a plurality voting standard in contested elections.

In recent years, as best practices in corporate governance have evolved, there has been a shift in the United States from the historically dominant plurality voting standard in all director elections to a majority voting standard in uncontested elections and a plurality standard in contested elections. As evidence of this shift, a survey of the 100 largest U.S. public companies reveals that the overwhelming majority have adopted a majority voting standard for uncontested elections while retaining a plurality voting standard for contested elections.

In light of the Board’s continual review of governance standards, the Board recommends that shareholders approve an amendment to our Articles of Association to provide for a plurality voting standard solely in the case of a contested election. If adopted, this amendment would provide that, where the number of director nominees exceeds the number of directors to be elected, only those directors receiving the most votes for the available seats would be elected. The Board believes it is in the best interests of our shareholders to adopt the plurality voting standard in the case of contested elections, while maintaining a majority voting standard in the case of uncontested elections. Accordingly, Item 5A seeks shareholder approval to amend our Articles of Association to provide for plurality voting in a contested election.

As required under Irish law, Item 5A is a special resolution that requires the affirmative vote of the holders of at least 75% of the votes cast. In addition, Item 5A is subject to Item 5B being adopted. Therefore, unless shareholders approve Item 5B, Item 5A will fail.



The Text of the Resolution in Respect of Item 5A is as Follows:

As a special resolution that, subject to and conditional upon Item 5B being passed, the Articles of Association be and are hereby amended in the manner provided in Annex III of this Proxy Statement.

The Board of Directors recommends a vote FOR the proposal to approve the amendment of the Company’s Articles of Association to provide for plurality voting in the event of a contested election.

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Item 5B:	Approval of Amendments to the Company’s Articles of Association to Grant the Board Sole Authority to Determine its Size

Our Board is also proposing to amend our Articles of Association to provide that the size of the Board be set solely by resolution of the Board. This amendment is necessary in order for the plurality voting mechanism described above to function effectively under Irish law. As discussed above, unless the Board is granted sole authority to set its size, nominees (including the Company’s nominees) who receive a simple majority of votes cast may also be elected to the Board, even if those nominees receive fewer votes than the nominees that otherwise fill the available seats.

As with plurality voting in contested elections, granting the Board sole authority to set its size is a common governance practice in the United States. A survey of the 100 largest U.S. public companies reveals that the overwhelming majority have granted their board sole authority to set the size of the board. Accordingly, Item 5B seeks shareholder approval to amend our Articles of Association to grant the Board sole authority to set its size within the parameters established in our Articles of Association.

As required under Irish law, Item 5B is a special resolution that requires the affirmative vote of the holders of at least 75% of the votes cast. In addition, Item 5B is subject to Item 5A being adopted. Therefore, unless shareholders approve Item 5A, Item 5B will fail.



The Text of the Resolution in Respect of Item 5B is as Follows:

As a special resolution that, subject to and conditional upon Item 5A being passed, the Articles of Association be and are hereby amended in the manner provided in Annex IV of this Proxy Statement.

The Board of Directors recommends a vote FOR the proposal to approve the amendment of the Company’s Articles of Association to grant the Board sole authority to determine its size.

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CORPORATE GOVERNANCE



CORPORATE GOVERNANCE GUIDELINES

Our Corporate Governance Guidelines, together with the charters of the various Board committees, provide a framework for the corporate governance of the Company. The following is a summary of our Corporate Governance Guidelines. A copy of our Corporate Governance Guidelines, as well as the charters of each of our Board committees, are available on our website at www.allegion.com under the heading “About Allegion – Corporate Governance.”

Role of the Board of Directors

Our business is managed under the direction of the Board of Directors. The role of the Board of Directors is to oversee our management and governance and monitor senior management’s performance.

Board Responsibilities

The Board of Directors’ core responsibilities include, among other things:


•	selecting, monitoring, evaluating and compensating senior management;


•	assuring that management succession planning is ongoing;


•	overseeing the implementation of management’s strategic plans and capital allocation strategy;


•	reviewing our financial controls and reporting systems;


•	overseeing our management of enterprise risk;


•	reviewing our ethical standards and compliance procedures; and


•	evaluating the performance of the Board of Directors, Board committees and individual directors.

Board Leadership Structure

The positions of Chairman of the Board and Chief Executive Officer (“CEO”) of the Company are held by the same person. It is the Board of Directors’ view that our corporate governance principles, the quality, stature and substantive business knowledge of the members of the Board, as well as the Board’s culture of open communication with the CEO and senior management are conducive to Board effectiveness with a combined Chairman and CEO position. The Board reserves the right to separate the roles of Chairman and CEO in the event that there are changes in circumstances or performance.

In addition, the Board of Directors has a strong, independent Lead Director and it believes this role adequately addresses the need for independent leadership and an organizational structure for the independent directors. The Chairman and CEO is responsible for working with the Lead Director so that together they achieve the Board governance objectives outlined by the Board.

Mr. Hachigian has been the Lead Director since December 2013. The Board of Directors appoints a Lead Director for a three-year minimum term from among the Board’s independent directors. The Lead Director coordinates the activities of all of the Board’s independent directors. The Lead Director is the principal confidant to the CEO and ensures that the Board of Directors has an open, trustful relationship with the Company’s senior management team. In addition to the duties of all directors, as set forth in the Company’s Governance Guidelines, the specific responsibilities of the Lead Director are as follows:


•	Chair the meetings of the independent directors when the Chairman is not present;


•	Ensure the full participation and engagement of all Board members in deliberations;


•	Lead the Board of Directors in all deliberations involving the CEO’s employment, including hiring, contract negotiations, performance evaluations and dismissal;


•	Counsel the Chairman on issues of interest/concern to directors and encourage all directors to engage the Chairman with their interests and concerns;


•	Work with the Chairman to develop an appropriate schedule of Board meetings and approve such schedule, to ensure that the directors have sufficient time for discussion of all agenda items, while not interfering with the flow of Company operations;


•	Work with the Chairman to develop the Board and Committee agendas and approve the final agendas;


•	Keep abreast of key Company activities and advise the Chairman as to the quality, quantity and timeliness of the flow of information from Company management that is necessary for the directors to effectively and responsibly perform their duties; although Company management is responsible for the preparation of

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materials for the Board of Directors, the Lead Director will approve information provided to the Board and may specifically request the inclusion of certain material;


•	Engage consultants who report directly to the Board of Directors and assist in recommending consultants that work directly for Board Committees;


•	Work in conjunction with the Corporate Governance and Nominating Committee in compliance with Governance Committee processes to interview all Board candidates and make recommendations to the Board of Directors;


•	Assist the Board of Directors and Company officers in assuring compliance with and implementation of the Company’s Corporate Governance Guidelines; work in conjunction with the Corporate Governance Committee to recommend revisions to the Corporate Governance Guidelines;


•	Call, coordinate and develop the agenda for and chair executive sessions of the Board’s independent directors; act as principal liaison between the independent directors and the CEO;


•	Work in conjunction with the Corporate Governance and Nominating Committee to identify for appointment the members of the various Board Committees, as well as selection of the Committee chairs;


•	Be available for consultation and direct communication with major shareholders in coordination with the CEO;


•	Make a commitment to serve in the role of Lead Director for a minimum of three years; and


•	Help set the tone for the highest standards of ethics and integrity.

Board Risk Oversight

The Board of Directors has oversight responsibility of the processes established to report and monitor systems for material risks applicable to us. The Board of Directors focuses on our general risk management strategy and the most significant risks we face and ensures that appropriate risk mitigation strategies are implemented by management. The full Board is responsible for considering strategic risks and succession planning and receives reports from each committee as to risk oversight within their areas of responsibility. The Board of Directors has delegated to its various committees the oversight of risk management practices for categories of risk relevant to their functions as follows:


•	The Audit and Finance Committee oversees risks associated with our systems of disclosure controls and internal controls over financial reporting, our compliance with legal and regulatory requirements and risks associated with foreign exchange, insurance, credit and debt. The Audit and Finance Committee also oversees risks related to information technology, data privacy and cyber security.


•	The Compensation Committee considers risks related to the attraction and retention of talent and risks related to the design of compensation programs and arrangements.


•	The Corporate Governance and Nominating Committee oversees risks associated with our governance policies and practices as well as sustainability.

We have appointed the Chief Financial Officer (“CFO”) as our Chief Risk Officer and, in that role, the Chief Risk Officer periodically reports on risk management policies and practices to the relevant Board Committee or to the full Board so that any decisions can be made as to any required changes in our risk management and mitigation strategies or in the Board’s oversight of these.

Finally, as part of its oversight of our executive compensation program, the Compensation Committee considers the impact of the executive compensation program and the incentives created by the compensation awards on our risk profile. In addition, we review all of our compensation policies and procedures, including the incentives that they create and factors that may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk to the Company. In 2015, the Compensation Committee concluded that our compensation policies and procedures are not reasonably likely to have a material adverse effect on the Company.

Director Compensation and Stock Ownership

It is the policy of the Board of Directors that directors’ fees, initial restricted stock unit (“RSU”) awards and annual RSU awards be the sole compensation received from us by any non-employee director. The director stock ownership policy in effect from January 1, 2015 to June 30, 2015 required non-employee directors to own ordinary shares equal to their annual cash retainer. Effective as of July 1, 2015, the director stock ownership policy was amended to require non-employee directors to own ordinary shares equal to three times their annual cash retainer. Non-employee directors must hold any shares acquired until the stock ownership requirement is met and must thereafter maintain the ownership requirement until retirement.

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Board Size and Composition

The Board of Directors consists of a substantial majority of independent, non-employee directors. In addition, our Corporate Governance Guidelines require that all members of the committees of the Board must be independent directors. The Board of Directors has the following three standing committees: Audit and Finance Committee, Compensation Committee and Corporate Governance and Nominating Committee. The Board of Directors has determined that each member of each of these committees is “independent” as defined in the New York Stock Exchange (“NYSE”) listing standards and our Guidelines for Determining Independence of Directors. In 2015, each non-employee director served on each Board committee, other than Mr. Schaffer who did not serve on the Compensation Committee. Effective January 1, 2016, Mr. Schaffer was appointed to the Compensation Committee. We expect to rotate chairs of the committees periodically.

Board Diversity

Our policy on Board diversity relates to the selection of nominees for the Board of Directors. In selecting a nominee for the Board, the Corporate Governance and Nominating Committee considers the skills, expertise and background that would complement the existing Board and ensure that its members are of sufficiently diverse and independent backgrounds, recognizing that our businesses and operations are diverse and global in nature. The Board of Directors has one female director.

Board Advisors

The Board of Directors and its committees may, under their respective charters, retain their own advisors to assist in carrying out their responsibilities.

Executive Sessions

Our independent directors meet privately in regularly scheduled executive sessions, without management present, to consider such matters as the independent directors deem appropriate. These executive sessions are required to be held no less than twice each year.

Board Evaluation

The Corporate Governance and Nominating Committee assists the Board in evaluating its performance and the performance of the Board committees. Each committee also conducts an annual self-evaluation. The effectiveness of individual directors is considered each year when the directors stand for re-nomination.

Director Orientation and Education

We have developed an orientation program for new directors and provide continuing education for all directors. In addition, the directors are given full access to management and corporate staff as a means of providing additional information.

Director Nomination Process

The Corporate Governance and Nominating Committee reviews the composition of the full Board to identify the qualifications and areas of expertise needed to further enhance the composition of the Board, makes recommendations to the Board concerning the appropriate size and needs of the Board and, on its own or with the assistance of management, a search firm or others, identifies candidates with those qualifications. Each director nominee was elected by the Company’s shareholders at the 2015 annual general meeting. In considering candidates, the Corporate Governance and Nominating Committee will take into account all factors it considers appropriate, including breadth of experience, understanding of business and financial issues, ability to exercise sound judgment, diversity, leadership, and achievements and experience in matters affecting business and industry. The Corporate Governance and Nominating Committee considers the entirety of each candidate’s credentials and believes that at a minimum each nominee should satisfy the following criteria: highest character and integrity, experience and understanding of strategy and policy-setting, sufficient time to devote to Board matters, and no conflict of interest that would interfere with performance as a director. Shareholders may recommend candidates for consideration for Board membership by sending the recommendation to the Corporate Governance and Nominating Committee, in care of the Secretary of the Company. Candidates recommended by shareholders are evaluated in the same manner as director candidates identified by any other means.

Application of Non-U.S. Corporate Governance Codes

Our Corporate Governance Guidelines and general approach to corporate governance as reflected in our Memorandum and Articles of Association and our internal policies and procedures are guided by U.S. practice and applicable federal securities laws and regulations and NYSE requirements. Although we are an Irish public limited company, we are not listed on the Irish Stock Exchange and therefore are not subject to the listing rules of the Irish Stock Exchange or any of its governance standards or guidelines.

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DIRECTOR INDEPENDENCE

The Board of Directors has determined that all of our current directors, except Mr. Petratis, who is our CEO, are independent under the standards set forth in Exhibit I to our Corporate Governance Guidelines, which are consistent with the NYSE listing standards. In determining the independence of directors, the Board evaluated transactions between us and entities with which directors were affiliated that occurred in the ordinary course of business and that were provided on the same terms and conditions available to other customers. A copy of Exhibit I to our Corporate Governance Guidelines is available on our website, www.allegion.com, under the heading “About Allegion—Corporate Governance.”



COMMUNICATION WITH DIRECTORS

Shareholders and other interested parties wishing to communicate with the Board of Directors, the non-employee directors or any individual director (including our Lead Director and Compensation Committee Chair) may do so either by sending a communication to the Board and/or a particular Board member, in care of the Secretary of the Company, or by e-mail at allegionboard@allegion.com. Depending upon the nature of the communication and to whom it is directed, the Secretary will: (a) forward the communication to the appropriate director or directors; (b) forward the communication to the relevant department within the Company; or (c) attempt to handle the matter directly (for example, a communication dealing with a share ownership matter).



CODE OF CONDUCT

We have adopted a worldwide Code of Conduct, applicable to all employees, directors and officers, including our CEO, our CFO and our Controller. The Code of Conduct meets the requirements of a “code of ethics” as defined by Item 406 of Regulation S-K, as well as the requirements of a “code of business conduct and ethics” under the NYSE listing standards. The Code of Conduct covers topics including, but not limited to, conflicts of interest, confidentiality of information, and compliance with laws and regulations. A copy of the Code of Conduct is available on our website located at www.allegion.com under the heading “About Allegion—Corporate Governance.” Amendments to, or waivers of the provisions of, the Code of Conduct, if any, made with respect to any of our directors and executive officers will be posted on our website.



ANTI-HEDGING POLICY AND OTHER RESTRICTIONS

We prohibit our directors and executive officers from (i) purchasing any financial instruments designed to hedge or offset any decrease in the market value of our securities and (ii) engaging in any form of short-term speculative trading in our securities. Directors and executive officers are also prohibited from holding our securities in a margin account or pledging our securities as collateral for a loan unless pre-approved by the Corporate Governance and Nominating Committee.



COMMITTEES OF THE BOARD

Audit and Finance Committee



Members:	Martin E. Welch, III (Chair)
	Michael J. Chesser
	Carla Cico
	Kirk S. Hachigian
	Dean I. Schaffer

Key Functions:


•	Review annual audited and quarterly financial statements, as well as disclosures under our “Management’s Discussion and Analysis of Financial Conditions and Results of Operations,” with management and the independent auditors.


•	Obtain and review periodic reports, at least annually, from management assessing the effectiveness of our internal controls and procedures for financial reporting.


•	Review our processes to assure compliance with all applicable laws, regulations and corporate policy.


•	Oversee risk related to our financial reporting and compliance with legal and regulatory requirements.


•	Recommend the accounting firm to be proposed for appointment by the shareholders as our independent auditors and review the performance of the independent auditors, including receipt of their annual independence statement.


•	Review the scope of the audit and the findings and approve the fees of the independent auditors.


•	Approve in advance permitted audit and non-audit services to be performed by the independent auditors.


•	Review proposed borrowings and issuances of securities and cash management policies.


•	Recommend to the Board of Directors the dividends to be paid on our ordinary shares.


•	Review periodic reports of the investment performance of our employee benefit plans.

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The Board of Directors has determined that each member of the Audit and Finance Committee is “independent” for purposes of the applicable rules and regulations of the SEC, as defined in the NYSE listing standards and our Corporate Governance Guidelines and has determined that each member of the Audit and Finance Committee meets the qualifications of a financial expert. The Board of Directors has determined that Mr. Welch meets the qualifications of an “audit committee financial expert” as that term is defined by rules of the SEC.

A copy of the charter of the Audit and Finance Committee is available on our website, www.allegion.com, under the heading “About Allegion—Corporate Governance.”

Compensation Committee



Members:	Michael J. Chesser (Chair)
	Carla Cico
	Kirk S. Hachigian
	Dean I. Schaffer
	Martin E. Welch, III

Key Functions:


•	Establish executive compensation policies.


•	Approve the CEO’s compensation based on the evaluation by the Board of Directors of the CEO’s performance against the goals and objectives set by the Board of Directors.


•	Approve compensation of officers and key employees.


•	Review and approve executive compensation and benefit programs.


•	Administer our equity compensation plans.


•	Review and recommend significant changes in principal employee benefit programs.


•	Approve and oversee Compensation Committee consultants.

For a discussion concerning the processes and procedures for determining executive compensation and the role of executive officers and compensation consultants in determining or recommending the amount or form of compensation, see “Compensation Discussion and Analysis.”

The Board of Directors has determined that each member of the Compensation Committee is “independent” as defined in the NYSE listing standards and our Corporate Governance Guidelines. In addition, the Board of Directors has determined that each member of the Compensation Committee qualifies as a “Non-Employee Director” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934 and an “outside director” within the meaning of Section 162(m) of the Code.

A copy of the charter of the Compensation Committee is available on our website, www.allegion.com, under the heading “About Allegion—Corporate Governance.”

Corporate Governance and Nominating Committee



Members:	Kirk S. Hachigian (Chair)
	Michael J. Chesser
	Carla Cico
	Dean I. Schaffer
	Martin E. Welch, III

Key Functions:


•	Identify individuals qualified to become directors and recommend the candidates for all directorships.


•	Recommend individuals for election as officers.


•	Review our Corporate Governance Guidelines and make recommendations for changes.


•	Consider questions of independence and possible conflicts of interest of directors and executive officers.


•	Take a leadership role in shaping our corporate governance.


•	Oversee our sustainability efforts.

The Board of Directors has determined that each member of the Corporate Governance and Nominating Committee is “independent” as defined in the NYSE listing standards and our Corporate Governance Guidelines.

A copy of the charter of the Corporate Governance and Nominating Committee is available on our website, www.allegion.com, under the heading “About Allegion—Corporate Governance.”

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Board, Committee and Annual Meeting Attendance

The Board of Directors and its committees held the following number of meetings during the fiscal year ended December 31, 2015:



Board	5
Audit and Finance Committee	9
Compensation Committee	6
Corporate Governance and Nominating Committee	3

Each incumbent director attended at least 75% of the total number of meetings of the Board of Directors and the committees on which he or she served during the year. It is the Board’s policy for non-employee directors to meet as necessary, but at least twice a year, in executive session to consider such matters as they deem appropriate without management being present. In 2015, the non-employee directors met in executive session four times.

We expect all Board members to attend the annual general meeting, but from time to time other commitments prevent all directors from attending the meeting. All of the directors attended the 2015 annual general meeting of shareholders.

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COMPENSATION OF DIRECTORS

Director Compensation

Our director compensation program is designed to compensate non-employee directors fairly for work required for a company of our size and scope and align their interests with the long-term interests of our shareholders. The program reflects our desire to attract, retain and use the expertise of highly qualified people serving on our Board of Directors. The Corporate Governance and Nominating Committee periodically reviews the compensation level of our non-employee directors in consultation with the Committee’s independent compensation consultant and makes recommendations to the Board of Directors. Employee directors do not receive any additional compensation for serving as a director.

Our director compensation program for non-employee directors from January 1 to June 30, 2015 consisted of the following elements:



Compensation Element	Compensation Value
Annual Cash Retainer	$	210,000
Audit and Finance Committee Chair Cash Retainer	$	15,000
Compensation Committee Chair Cash Retainer	$	10,000
Corporate Governance and Nominating Committee Chair Cash Retainer (unless also the Lead Director)	$	8,000
Lead Director Cash Retainer (plus $5,000 if also the Corporate Governance and Nominating Committee Chair)	$	20,000
Additional Meetings or Unscheduled Planning Session Fees *	$	1,500 (per meeting or session)
Initial Grant of RSUs	$	50,000

Our director compensation program for non-employee directors from July 1 to December 31, 2015 consisted of the following elements:



Compensation Element	Compensation Value
Annual Cash Retainer	$	140,000
Audit and Finance Committee Chair Cash Retainer	$	15,000
Compensation Committee Chair Cash Retainer	$	10,000
Corporate Governance and Nominating Committee Chair Cash Retainer (unless also the Lead Director)	$	8,000
Lead Director Cash Retainer (plus $5,000 if also the Corporate Governance and Nominating Committee Chair)	$	20,000
Additional Meetings or Unscheduled Planning Session Fees *	$	1,500 (per meeting or session)
Annual Grant of RSUs	$	70,000
Initial Grant of RSUs	$	50,000
* The Board has 5 regularly scheduled meetings each year. The Audit and Finance Committee has 9 regularly scheduled meetings each year; the Compensation Committee has at least 4 regularly scheduled meetings each year; and the Corporate Governance and Nominating Committee has at least 3 regularly scheduled meetings each year.

Share Ownership Requirement

To align the interest of the directors with the shareholders, the Board of Directors adopted a share ownership policy applicable to non-employee directors. From January 1 to June 30, 2015, the policy required each non-employee director to own ordinary shares with a value equal to their annual cash retainer of $210,000, calculated as of the date of acquisition. Effective July 1, 2015, the Board of Directors amended the policy to increase the ownership requirement to $420,000, which is equal to three times their annual cash retainer, calculated as of the date of acquisition.

Travel Expenses

We pay or reimburse directors for their travel and related expenses in connection with attending Board meetings and Board-related activities, such as Allegion site visits, industry trade shows and continuing director education programs. Under Irish law, the payment or reimbursement of travel and related expenses in connection with attending Board meetings is deemed compensation to the non-employee director on which the non-employee director must pay taxes. We consider such travel and related expenses to be ordinary business expenses for which we are responsible. As such, in order to continue attracting highly qualified directors, we pay the taxes imposed on non-employee directors in connection with their travel and related expenses incurred when attending Board meetings.

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Director Product Program

In order for non-employee directors to develop a deeper understanding of our products and services, we maintain a program that permits directors to receive up to $2,000 of our products and services in any fiscal year.

2015 Director Compensation

The compensation paid or credited to our non-employee directors for the year ended December 31, 2015, is summarized in the table below.



Name	Fees earned or paid in cash ($)	Stock Awards ($)(a)	All Other Compensation ($)(b)	Total ($)
M. J. Chesser	185,000	70,056	25,018	280,074
C. Cico	175,000	70,056	6,230	251,286
K. S. Hachigian	200,000	70,056	20,754	290,810
D. I. Schaffer	175,000	70,056	22,345	267,401
M. E. Welch	190,000	70,056	18,895	278,951

____________________


(a)	The amount represents the aggregate grant date fair value of the annual grant of RSUs to non-employee directors, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. As of December 31, 2015, each non-employee director held 1,159 RSUs.


(b)	The amount represents the tax paid by the Company on behalf of directors in connection with director travel and related expenses incurred in attending Board meetings. The aggregate amount of perquisites and other personal benefits received by each of our non-employee directors in 2015 was less than $10,000.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides a detailed description of our executive compensation philosophy and programs and the compensation decisions made by the Compensation Committee under those programs. This CD&A focuses on the compensation of our NEOs for 2015, which were:



Name		Position
D. D. Petratis		Chairman, President and CEO (“CEO”)
P. S. Shannon		Senior Vice President and CFO (“CFO”)
T. P. Eckersley		Senior Vice President - Americas
L. V. Moretti		Senior Vice President - EMEIA
C. E. Muhlenkamp		Senior Vice President - Global Operations

This CD&A is divided into the following sections:


•	Executive Summary


•	Compensation Philosophy and Design Principles


•	How We Make Compensation Decisions


•	Compensation Elements


•	2015 Compensation Structure Decisions


•	2015 Incentive Program Designs and Compensation Values for 2015 Performance


•	2016 Compensation


•	Other Compensation and Tax Matters



EXECUTIVE SUMMARY

In this section, we highlight 2015 performance and key actions that our Compensation Committee took to support our strategic priorities and to effectively align the interests of our NEOs with shareholders.

2015 Allegion Performance

We achieved the following strong financial performance related to our executive compensation program:


•	Annual adjusted revenue (“Revenue”) of $2.048 billion, down 3.4% compared to prior year;


•	Adjusted Earnings Before Interest Tax Depreciation and Amortization (“EBITDA”) of $433.5 million, a decrease of 0.8% from 2014 adjusted EBITDA;


•	Available Cash Flow (“ACF”) of $282.8 million, an increase of 19.1% versus the prior year;


•	Adjusted earnings per share (“EPS”) of $2.95, an increase of 18.5% over 2014 adjusted EPS;


•	Total shareholder return (“TSR”) of 54.4% for the 2014 - 2015 performance period, which falls into the 94^th percentile of the S&P Capital Goods Index; and


•	TSR of 12.8% for the 2015 performance period, which falls into the 92^nd percentile of the S&P Capital Goods Index.

Overview of 2015 NEO Target Compensation

The following chart summarizes our NEO’s target compensation in 2015.



NEO	Base Salary ($)	Annual Incentive Target Value ($)	Long-term Incentive Target Value ($)	Total Target Compensation ($)
D. D. Petratis	950,000	1,045,000	3,000,000	4,995,000
P. S. Shannon	463,250	324,275	750,000	1,537,525
T. P. Eckersley	420,000	273,000	500,000	1,193,000
L. V. Moretti*	344,704	206,822	300,000	851,526
C. E. Muhlenkamp	350,000	210,000	300,000	860,000

* Ms. Moretti is paid in Euros.

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Overall Pay Mix

As illustrated in the charts below, we place a significant emphasis on variable compensation (short- and long-term) so that a substantial percentage of each NEO’s total direct target compensation is contingent on the successful achievement of our strategic goals.

Consideration of 2015 Advisory Vote on Executive Compensation

The Compensation Committee regularly reviews the philosophy, objectives and elements of our executive compensation programs in relation to our short- and long-term business objectives. In undertaking this review, the Compensation Committee considers the views of shareholders as reflected in their annual advisory vote on our executive compensation proposal. At our 2015 annual general meeting, shareholders approved our executive compensation proposal by an overwhelming majority (approximately 98%). Based on the Compensation Committee’s review and the support our executive compensation programs received from shareholders, the Compensation Committee maintained the core elements of our executive compensation programs.



COMPENSATION PHILOSOPHY AND DESIGN PRINCIPLES

Compensation Philosophy and Executive Compensation Program Objectives

The following are the primary objectives of our executive compensation program and the guiding principles for setting and awarding executive compensation:


•	Create and reinforce our pay-for-performance culture: The compensation program should pay for performance. Exceptional performance should result in increased compensation; missing performance goals should result in reduced or no incentive pay.


•	Align the interests of management with our shareholders: To better align the interests of management with the interests of shareholders, a significant portion of executive compensation should be equity based, and stock ownership guidelines should be utilized to better ensure a focus on long-term, sustainable growth.


•	Attract, retain and motivate executive talent by providing competitive levels of salary and targeted total pay: Compensation should be competitive with those organizations with which we compete for top talent. That would include organizations in our industry sectors of similar size and scale to Allegion.

•

Provide incentive compensation that promotes desired behavior without encouraging unnecessary and excessive risk: Incentive compensation should help drive business strategy. The compensation program should encourage both the desired results and the right behaviors. It should help drive business strategy and strike a balance between short-term and long-term performance, while incorporating risk-mitigating design features to ensure that excessive risk is not encouraged.


•	Integrate with our performance management process of goal setting and formal evaluation: Target level goals should be aligned with the strategy and the Annual Operating Plan (“AOP”), and be considered stretch yet achievable, as appropriately established, for each year.

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Maintaining Best Practices Regarding Executive Compensation

Our Compensation Committee intends to compensate our NEOs effectively and consistent with the objectives and design principles outlined above. We have adopted the following compensation practices, which are intended to promote strong governance and alignment with shareholder interests:



Compensation Committee Practices
Independence of Committee members		Committee members satisfy the NYSE independence standards, are “non-employee directors” under SEC rules and satisfy the requirements of an “outside director” for purposes of the Internal Revenue Code (the “Code”).
Independent Compensation Consultant		The Compensation Committee retains and annually reviews the independence of its compensation consultant.
Annual Risk Assessment		The Compensation Committee annually assesses the materiality and likelihood of our compensation program to ensure that our plans and awards are designed and working in a way to not encourage excessive risk taking.
Compensation at Risk		We grant a high percentage of at-risk compensation. We believe this is essential to creating a culture of pay-for-performance.
Target Pay at the Median Level		We target all components of pay to be at or near the median level of competitive practice and allow performance (both operational and shareholder return) to determine actual or realized pay. Actual pay may be above or below the target median based on performance.
Mitigate Undue Risk		We mitigate undue risk in our compensation program by instituting governance policies such as capping potential payments under our incentive plans, instituting clawback provisions, utilizing multiple performance metrics, including absolute and relative metrics, striking a balance between short- and long-term incentives and adopting stock ownership requirements.
Stock Ownership Guidelines		The Compensation Committee has adopted stock ownership guidelines (i) equal to six times base salary for the CEO, (ii) equal to three times base salary for the CFO and (iv) equal to two times base salary for the CEO’s direct reports.
Clawback Policy		We have the right to seek recoupment of all or part of annual cash incentives or performance share units (“PSUs”) that relate to a performance period beginning after January 1, 2014 if there is a: (1) significant or material restatement of our financial statements covering any of the three fiscal years preceding the grant or payment, or (2) a restatement of our financial statements for any such year which results from fraud or willful misconduct committed by an award holder.
Anti-Hedging and Pledging Policy		We prohibit our executive officers from hedging Allegion securities. Pledging is also prohibited unless approved by the Nominating and Corporate Governance Committee.
“Double triggers” in Change in Control Agreements		The NEOs and other executive officers do not receive change in control benefits unless their employment is terminated without cause (or by the executive for good reason) within a specified period following a change in control.
No Tax Gross Ups on Change in Control Benefits		The NEOs and other executive officers are not entitled to tax gross ups in the event that their change in control benefits are subject to the “golden parachute” excise tax under the Code.



HOW WE MAKE COMPENSATION DECISIONS

Decision Making Process

The Compensation Committee reviews and discusses the performance of the CEO and makes determinations regarding his compensation. For other NEOs, the CEO considers individual performance and makes individual compensation recommendations to the Compensation Committee. The Compensation Committee reviews, discusses, modifies and approves, as appropriate, these compensation recommendations. In making compensation decisions, the Compensation Committee uses several resources and tools, including competitive market information. One such tool is a tally sheet which assigns a dollar amount to each of the compensation elements discussed above as well as accumulated outstanding long-term equity awards and deferred compensation.

Use of Comparator Groups for Pay and Performance

The Committee uses two comparator groups when evaluating and making executive compensation decisions. The “Compensation Benchmarking Peer Group” is used to assess the competitiveness of our NEOs’ compensation, and the “Performance Peer Group” is used to evaluate our performance relative to our peers. As described below, the two comparator groups vary because executive compensation levels and practices are influenced by business complexity and company size.

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Compensation Benchmarking Peer Group

The Committee considers relevant market pay practices, among other factors, when setting executive compensation to increase our ability to recruit and retain high performing talent. In assessing market competitiveness, the compensation of our NEOs is reviewed against executive compensation at a set of companies with which we compete for executive talent. The Compensation Benchmarking Peer Group consists of companies that generally:


•	Are similar to us in terms of certain factors, including one or more of the following: size (i.e., revenue, market capitalization), industry, and global presence;


•	Have NEOs whose scope of responsibilities are comparable in terms of breadth and complexity; and


•	Compete with us for executive talent.

The following companies comprised our Compensation Benchmarking Peer Group for 2015:



ADT Corp	Diebold	ITT Corp	Regal Beloit Corp
Apogee Enterprises	Donaldson Co.	Lennox International	Roper Industries
Armstrong World Industries	EnerSys	Masco Corp	ScanSource
Brady	Enpro Industries	NCI Building Systems	A.O. Smith Corp
Brink’s Co.	Esterline Technologies Corp	Nortek	Steelcase
Builders FirstSource	Flir Systems	Ply Gem Holdings	USG Corp
CACI International	Checkpoint Systems	Quanex Building Products	Valmont Industries
Fortune Brands Home & Security	Griffon Corp

Our Compensation Committee reviews the Compensation Benchmarking Peer Group on an annual basis and determines, with input from its independent consultant, whether any changes are appropriate. In 2015, the Committee revised the Compensation Benchmarking Peer Group to be used for 2016. Upon advice from its consultant, the following nine peer companies were removed due to lack of industry similarity and the following three size-appropriate companies with more similar industry fits were added:



Companies Removed		Companies Added
Brink’s Co.		Masonite International
CACI International		OSI Systems
Donaldson Co.		Owens Corning
EnerSys
Enpro Industries
Esterline Technologies Corp
ITT Corp
Regal Beloit Corp
Valmont Industries

Beginning in 2016, the Compensation Benchmarking Peer Group will be comprised of the following companies:



ADT Corp*	Diebold	Masco Corp	Quanex Building Products
Apogee Enterprises	Flir Systems	NCI Building Systems	Roper Industries
Armstrong World Industries*	Checkpoint Systems*	Nortek	ScanSource
Brady	Griffon Corp	OSI Systems	A.O. Smith Corp
Builders FirstSource	Lennox International Inc.	Owens Corning	Steelcase
Fortune Brands Home & Security	Masonite International	Ply Gem Holdings	USG Corp

* ADT Corp and Checkpoint Systems have entered into agreements to be acquired. Armstrong World Industries has announced that it is pursuing a spin-off of a portion of its business.

Performance Peer Group

Our Compensation Committee utilizes a performance peer group consisting of the companies in the S&P 400 Capital Goods Index (the “Performance Peer Group”). We believe the Performance Peer Group provides an appropriate measure of our relative TSR performance because it contains companies in similar industries and that operate in similar geographical markets to Allegion. Our Performance Peer Group is used for assessing relative TSR performance for our PSUs.

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Role of the Compensation Committee and Independent Adviser

Our Compensation Committee has the authority to obtain advice and assistance from advisors and to determine their fees and terms of engagement. In 2015, the Compensation Committee engaged Meridian Compensation Partners, LLC (the “Consultant”) as its compensation consultant. In connection with this engagement, the Compensation Committee evaluated the Consultant’s independence and determined the Consultant was independent from management. The Compensation Committee did not engage any other advisor in 2015.

The Consultant provides advice to the Compensation Committee on our compensation program for executive officers and incentive programs for eligible employees. The Consultant may also provide our Corporate Governance and Nominating Committee advice on director compensation matters. The Consultant does not provide any services to the Company. The Compensation Committee evaluated whether any work provided by the Consultant raised any conflict of interest and determined that it did not.



COMPENSATION ELEMENTS

Primary Compensation Elements

We have three primary elements of total direct compensation - base salary, annual incentive, and long-term equity. The majority of our NEOs’ compensation is performance based and not guaranteed. The following table summarizes the key elements of our executive compensation program and describes why each element is provided:



	Salary	AIP	PSUs	Options	RSUs

Who Receives	All NEOs

When Granted / Received	Reviewed annually	Annually in March for prior year performance	First Quarter Annually

Form of Delivery	Cash		Equity

Type of Performance	Short Term Emphasis		Long Term Emphasis

Performance / Service Period	Ongoing	1 Year	3 Years

How Payout is Determined	Compensation Committee Discretion	Formulaic; Compensation Committee Approves	Formulaic; Compensation Committee Approves	Stock Price on Exercise/Vest Date

Most Recent Performance Measure	N/A	Mix of Financial and Individual Goals	EPS & Relative TSR	Stock Price Appreciation

Other Elements of Compensation

We also provide retirement and benefit programs as well as minimal perquisites, including use of a corporate aircraft for our CEO up to $100,000, an auto allowance for select executive officers, executive health reimbursement and financial counseling reimbursement. Ms. Moretti received a €200,000 cash award, 50% payable in 2015 and 50% payable in 2016, to mitigate the tax impact of being required to live in a high tax jurisdiction.

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2015 COMPENSATION STRUCTURE DECISIONS

Our Compensation Committee annually reviews the base salaries, and the annual and long-term target opportunities of our NEOs to determine whether they competitively reward our NEOs for their services based on a comparison to executives in the Compensation Benchmarking Group.

Base Salary

It is our Compensation Committee’s philosophy that NEOs will not receive automatic annual merit increases to their base salaries. The Compensation Committee annually considers each NEO’s experience, proficiency, performance and potential to impact future business results, the NEO’s behavior against competencies and key corporate values as well as the competiveness in the market, in making future base salary decisions.

The following table shows the increases in the annual base salary approved by the Compensation Committee for each NEO. The increases for Messrs. Petratis and Shannon reflect market based adjustments.



NEO	2014 Base Salary ($)	2015 Base Salary ($)	Increase (%)
D. D. Petratis	900,000	950,000	5.6
P. S. Shannon	425,000	463,250	9.0
T. P. Eckersley	420,000	420,000	—
L.V. Moretti *	440,544	344,704	*
C. E. Muhlenkamp	350,000	350,000	—


*	Ms. Moretti’s base salary of €320,000 was not increased or decreased for 2015. The U. S. Dollar (“USD”) amounts above are shown as of April 1 of the applicable year based on the Euro to USD exchange rate on that day. The difference between 2014 and 2015 solely reflects the fluctuation in the exchange rate.

Annual and Long-Term Incentive Target Opportunities

NEO’s short- and long-term incentive opportunities remained the same as prior year.



NEO	2014 Target AIP (% of Base Salary)	2015 Target AIP (% of Base Salary)	Target AIP Increase (%)	2014 Target LTI ($)	2015 Target LTI ($)	Target LTI Increase ($)
D. D. Petratis	110	110	—	3,000,000	3,000,000	—
P. S. Shannon	70	70	—	750,000	750,000	—
T. P. Eckersley	65	65	—	500,000	500,000	—
L.V. Moretti	60	60	—	300,000	300,000	—
C. E. Muhlenkamp	60	60	—	300,000	300,000	—



2015 INCENTIVE PROGRAM DESIGNS AND COMPENSATION VALUES FOR 2015 PERFORMANCE

Annual Incentive Program

Annual Incentive Plan Design

For 2015, our NEOs, including the CEO, participated in our annual incentive plan (the “AIP”). The AIP is designed to reward executives for profitable revenue growth, the delivery of strong cash flow and individual contributions. Individual AIP payouts are calculated as the product of (i) the target annual incentive, (ii) the financial performance score and (iii) the individual performance score.

Financial Performance Factor

The financial score is based on achievement of pre-established financial metrics established by the Compensation Committee:


•	Revenue;


•	EBITDA for corporate and Operating Income (“OI”) for regions; and


•	ACF for corporate and Operating Cash Flow (“OCF”) for regions.

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The Compensation Committee believes each metric is equally important and therefore weighs each equally. In order to further emphasize the importance of meeting profitability goals, we must achieve EBITDA for corporate at least equal to threshold performance level in order for any incentive award to be earned (the “Threshold Goal”). If the Threshold Goal is not achieved, no incentive award is earned under the AIP.

Our 2015 AIP metrics and goals were:



	Corporate
	Pre-established Financial Targets (in millions)			Payout as a % of Target
	Revenue ($)	EBITDA ($)	ACF ($)	Payout as a % of Target
Threshold	1,949	365	204	50%
Target	2,051	429	248	100%
Maximum	2,113	494	300	200%



	Americas
	Pre-established Financial Targets (in millions)			Payout as a % of Target
	Revenue ($)	OI ($)	OCF ($)	Payout as a % of Target
Threshold	1,438	350	327	50%
Target	1,514	412	399	100%
Maximum	1,559	474	483	200%



	EMEIA
	Pre-established Financial Targets (in millions)			Payout as a % of Target
	Revenue ($)	OI ($)	OCF ($)	Payout as a % of Target
Threshold	341	22	27	50%
Target	359	25	33	100%
Maximum	370	29	39	200%

AIP metrics are aligned with individuals’ line of sight and scope of impact. Executives serving in a corporate level role are measured solely based on the corporate financial metrics. The regional Presidents (Mr. Eckersley and Ms. Moretti) are measured based on a combination of corporate (45%) and regional (55%) financial objectives. We believe this combination focuses regional Presidents on achieving the pre-established objectives for their business unit as well as aligning their interests with corporate goals to help create sustainable shareholder value.

Individual Performance Factor

Individual objectives are established annually and include strategic initiatives with both financial and non-financial metrics. Participants are evaluated based upon non-financial metrics including core competencies. At the end of each year, the CEO evaluates performance against the pre-established individual objectives for officers other than himself and submits a recommendation to the Compensation Committee. The Compensation Committee evaluates the CEO’s performance against his pre-established individual objectives. Based on the Compensation Committee’s evaluation of the CEO and the CEO’s recommendations, the Compensation Committee determines and approves the individual performance score for each officer, which can range from 0% to 150% of target. In no case will an AIP award exceed 200% of the NEO’s target opportunity.

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Actual Financial Performance vs. Target Goals

The table below shows the actual 2015 adjusted performance compared to the pre-established financial performance targets.



	Financial Target Goals ($)	Adjusted Actual Performance ($)	Performance as a % of Target Goal		Aggregate Performance as a % of Target
Corporate
Revenue	2,051	2,048	98.4	%
EBITDA	429	434	106.7	%	124%
ACF	248	283	166.4	%
Americas
Revenue	1,514	1,538	153.5	%
OI	412	414	102.8	%	124%
OCF	399	412	115.2	%
EMEIA
Revenue	359	337	—	%
OI	25	23	68.3	%	55%
OCF	33	32	97.1	%

The Compensation Committee retains the authority to adjust our reported financial results for items causing significant differences from the assumptions contained in the AOP upon which the incentive targets were established, including the impact of changes in accounting principles, extraordinary items and unusual or non-recurring gains or losses. Adjustments to reported financial results are intended to better reflect executives’ line of sight and ability to affect performance results, align award payments with decisions which support the AOP, avoid artificial inflation or deflation of awards due to unusual or non-recurring items in the applicable period and emphasize long-term and sustainable growth. For 2015, the Committee adjusted our financial results to remove the impact of (i) mergers and acquisitions activity, (ii) divestitures, and (iii) restructuring. These adjustments increased the financial performance achieved by corporate from 84% to 124% and decreased the financial performance achieved by Americas from 130% to 124% and EMEIA from 67% to 55%.

Evaluated Individual Performance

For 2015, the Compensation Committee determined each NEO achieved the following individual performance rating:



NEO		Individual Performance Rating
D. D. Petratis		145%
P. S. Shannon		140%
T. P. Eckersley		130%
L.V. Moretti		140%
C. E. Muhlenkamp		125%

In determining the individual factor for each NEO’s AIP award, the Compensation Committee considered pre-established individual performance objectives, including the following:


•	Mr. Petratis: Set the company’s global strategic direction; exceeded organic growth objectives for the company; established peer-leading system of safety; and successfully managed Allegion’s resources that allowed the company to maximize capital allocation, profitably grow the business, and exceed ROIC goals.


•	Mr. Shannon: Implemented a comprehensive tax strategy; successfully executed capital allocation strategy; exceeded expectations in M&A activity to support our growth strategy; and engaged and grew our people through the focus of Allegion values.


•	Mr. Eckersley: Delivered organic growth goals in the Americas region; exceeded expectations in growth of our discretionary, electronic and residential businesses; successful execution of our M&A strategy to support our growth for the Americas region; and engaged and grew our people through the focus of Allegion values.


•	Ms. Moretti: Led business transformation efforts to restore profitability to the EMEIA region; successful execution of our M&A strategy to support our growth for the company; and successful deployment of Enterprise Excellence initiatives that improved customer service, world class safety, and productivity.

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•	Mr. Muhlenkamp: Built operational capability that enabled Allegion to exceed our growth objectives; implemented distribution strategy that enabled Allegion to grow in different markets; established peer-leading system of safety; exceeded expectations in M&A activity to support our growth strategy; and engaged and grew our people through the focus of Allegion values.

2015 AIP Payouts to NEOs

Our Compensation Committee approved the following AIP awards for our NEOs:



NEO	Target Bonus Amount (A)($)	Financial Factor (B)		AIP Earned from Financial Performance (C)=(A)x(B)($)	Individual Performance Factor (D)		2015 AIP Amount (E)=(C)x(D)($)
D. D. Petratis	1,045,000	124	%	1,293,710	145	%	1,875,880
P. S. Shannon	324,275	124	%	401,452	140	%	562,033
T. P. Eckersley	273,000	124	%	338,001	130	%	439,402
L. V. Moretti*	209,422	86	%	180,145	140	%	252,203
C. E. Muhlenkamp	210,000	124	%	259,980	125	%	324,975


*	The amounts for Ms. Moretti are based on the Euro to USD exchange rate on February 3, 2016.

Other 2015 Annual Incentive Payments

In 2015, our EMEIA sector achieved significant improvement in revenue, OI and OCF growth on a local currency basis. However, due to significant fluctuations in the Euro to USD exchange rate, EMEIA’s AIP financial performance was negatively affected when translated into USD. In recognition of EMEIA’s 2015 organic financial performance, the Compensation Committee created a discretionary bonus pool for EMEIA employees. As part of that pool, Ms. Moretti received an additional award of $109,400.

Long-term Incentive Program

Long-term Incentive Program Design

Our long-term incentive program (“LTI”) is comprised 50% of PSUs, 25% of stock options, and 25% of RSUs. This design aligns the executives’ interests and long-term strategies with the interests of shareholders. LTI targets are expressed in dollar amounts which are converted to a number of shares based on the fair value of the award on the grant date.

PSUs: PSUs are earned based equally on our absolute EPS growth (from continuing operations) and relative TSR as compared to the Performance Peer Group companies over a three-year performance period as shown below. PSUs will vest at the end of the three-year performance period and the NEO will earn a number of shares based upon achievement of the performance metrics during the performance period. Upon vesting, PSUs convert into our ordinary shares on a one-for-one basis.



Performance Relative to S&P 400 Capital Goods Index	% of Target PSUs Earned *
< 25^th Percentile	No award earned
25^th Percentile	50	%
50^th Percentile	100	%
>= 75^th Percentile	200	%



EPS Performance**		% of Target PSUs Earned *
Below Threshold		No award earned
Threshold		25%
Target		100%
Maximum		200%


*	Results are interpolated between percentiles achieved. The Compensation Committee retains the authority and discretion to make downward adjustments to the calculated PSU award payouts, either as a percentage or a dollar amount, or not to grant any award payout regardless of actual performance against pre-established goals.


**	EPS is calculated in accordance with GAAP, subject to adjustments for extraordinary, unusual or infrequent items; the impact of any change in accounting principles; goodwill and other intangible asset impairments; and gains or charges associated with discontinued operations or with obtaining or losing control of a business.

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Dividend equivalents are accrued on outstanding PSU awards at the same time and at the same rate as dividends are paid to shareholders. Dividend equivalents are not earned until the PSUs vest and are payable in cash at the time of distribution unless the NEO elects to defer the PSUs into our Executive Deferred Compensation Plan (“EDCP”), in which case the dividends are also deferred. The actual dividend equivalents paid are determined by the actual number of PSUs earned at the end of the performance period.

Stock Options/RSUs: We grant executives an equal mix (by value) of stock options and RSUs in order to provide an effective balance between risk and retention. Stock options are considered “at risk” since there is no value unless the stock price appreciates during the term of the option period. RSUs, on the other hand, provide strong retentive value because they have value even if our stock price does not grow during the restricted period. Both stock options and RSUs vest ratably over a three-year period following the grant. Stock options expire on the tenth anniversary of the grant date. Dividend equivalents are accrued on outstanding RSU awards at the same time and at the same rate as dividends are paid to shareholders. Dividend equivalents on RSUs are only payable if the underlying RSU award vests. At the time of vesting, one ordinary share is issued for each RSU and any accrued dividend equivalents are paid in cash.

Equity Awards Granted in 2015

The Compensation Committee approved the annual grants shown in the table below in the first quarter of 2015.



NEO	Target 2015-2017 PSU Award ($)	Target 2015-2017 PSU Award (#)	2015 Stock Option Award ($)	2015 Stock Option Award (#)	2015 RSU Award ($)	2015 RSU Award (#)
D. D. Petratis	1,500,051	25,930	750,012	41,947	750,025	12,965
P. S. Shannon	375,042	6,483	187,508	10,487	187,550	3,242
T. P. Eckersley	250,028	4,322	125,017	6,992	125,014	2,161
L.V. Moretti *	150,005	2,593	75,007	4,195	75,031	1,297
C. E. Muhlenkamp	150,005	2,593	75,007	4,195	75,031	1,297


*	In addition to her annual grant shown above, Ms. Moretti received a special PSU award ($117,725) and a special retention RSU award ($375,060) to align her equity award opportunities with our other regional Presidents and to further align her interests with shareholders.

PSUs Earned for 2015

The PSUs earned for 2015 were based on a two-year performance period for each of the NEOs other than Ms. Moretti whose award was based on a one year performance period. The PSUs were earned based on the (i) EPS performance against pre-established goals and (ii) TSR performance relative to the Peer Performance Group companies.

For the NEOs other than Ms. Moretti, the Compensation Committee established an EPS threshold of $2.39, a target of $2.55 and a maximum of $2.74. We achieved an adjusted two-year EPS from continuing operations of $2.95 in 2015 which resulted in a payout equal to 200% of target and achieved a two-year TSR of 54.4% which resulted in performance at the 94th percentile. PSUs were earned at 200% of target. EPS was adjusted to eliminate the impact of acquisitions and divestitures, restructuring charges, impairment charges and the Venezuelan devaluation.

For Ms. Moretti, the Compensation Committee established an EPS threshold of $2.39, a target of $2.65 and a maximum of $2.95. We achieved an adjusted one-year EPS from continuing operations of $3.00 in 2015 which resulted in a payout equal to 200% of target and achieved a one-year 12.8% TSR which resulted in performance at the 92nd percentile. PSUs were earned at 200% of target. EPS was adjusted to eliminate the impact of acquisitions and divestitures, restructuring charges, impairment charges and the Venezuelan devaluation.

As a result of the foregoing performance, our NEOs earned the following awards for the 2014 - 2015 performance period and, for Ms. Moretti, the 2015 performance period:



NEO	Target PSUs Awarded (#)	PSUs Earned (#)
D. D. Petratis	18,476	36,952
P. S. Shannon	4,004	8,008
T. P. Eckersley	2,537	5,074
L.V. Moretti	2,035	4,070
C. E. Muhlenkamp	802	1,604

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2016 COMPENSATION

The Compensation Committee annually reviews the total direct compensation for each NEO. Based on recommendations from the CEO and in accordance with our compensation philosophy, the Compensation Committee approved 2016 compensation shown in the table below:



NEO	2016 Base Salary ($)	2016 Target Annual Incentive (as a % of Base Salary)		2016 Target Annual LTI ($)
D. D. Petratis	950,000	110	%	3,000,000
P. S. Shannon	463,250	75	%	750,000
T. P. Eckersley*	420,000	70	%	500,000
L. V. Moretti	349,037	65	%	300,000
C. E. Muhlenkamp	350,000	60	%	300,000


*	In addition to his annual 2016 equity grant shown above, Mr. Eckersley received a special retention RSU award with a grant date value of $1 million.



OTHER COMPENSATION AND TAX MATTERS

Retirement Programs and Other Benefits

We maintain qualified and nonqualified defined benefit pension plans intended to provide fixed benefits upon retirement based on the individual’s age and number of years of service. Refer to the Pension Benefits table below for additional details on these programs.

A qualified defined contribution 401(k) plan called the Employee Savings Plan (“ESP”) is available for the salaried and hourly U.S. workforce. The ESP provides a dollar-for-dollar match on the first 6% of the employee’s eligible contributions to the ESP. The ESP has a number of investment options and is an important component of the retirement program. Employees who were actively employed prior to July 1, 2012 were given a one-time choice between continuing to participate in the defined benefit plan until December 31, 2022 or moving to an enhanced version of the ESP effective January 1, 2013 under which they would receive an employer core contribution of 2% of eligible pay in addition to the matching contribution and no longer accrue benefits under the defined benefit plan after December 31, 2012. Employees hired on or after July 1, 2012 were automatically covered under the enhanced version of the ESP and do not participate in the defined benefit plan. Employees hired after December 1, 2013 are not eligible for the 2% employer core contribution. Effective as of December 31, 2022, accruals in the qualified defined benefit plan will cease for all employees.

Additionally, we offer a nonqualified, defined contribution plan called the Supplemental Employee Savings Plan (the “Supplemental ESP”). The Supplemental ESP is an unfunded plan that makes up matching and core contributions that cannot be made to the ESP due to Internal Revenue Service (“IRS”) or plan limitations. The Supplemental ESP is deemed invested in funds selected by participants and includes the same funds available in the ESP except for a self-directed brokerage account, which is not available in the Supplemental ESP.

Our nonqualified EDCP allows eligible employees to defer receipt of a part of their annual salary, annual incentive award and/or PSP award in exchange for investments in ordinary shares or mutual fund investment equivalents is also available. Refer to the Nonqualified Deferred Compensation table for additional details on the deferred compensation plans.

We also provide certain other benefits believed to be consistent with prevailing market practice and to be competitive with peer company practices. These other benefits and their incremental costs to the Company are reported in “All Other Compensation” shown in the Summary Compensation Table.

Severance Arrangements

We have not adopted a formal severance policy for executives. In most cases, we would expect to provide for severance in the event of termination without cause.

In connection with recruiting certain officers, we generally enter into employment arrangements that provide for severance payments upon certain termination events, other than in the event of a change in control (which is described in “Change-In-Control Provisions” below). In the event of an involuntary termination other than for cause, Mr. Petratis and Mr. Shannon are eligible to receive severance equal to two times (Mr. Petratis) or one times (Mr. Shannon) base salary plus actual annual incentive award, not to exceed target and pro-rated for the number of days worked during the performance period.

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Change-In-Control Provisions

We have a change in control plan (“CIC Plan”) that covers our NEOs in order to focus them on the best interests of our shareholders and to assure continuity of management in circumstances that reduce or eliminate job security and might otherwise lead to accelerated departures. This CIC Plan provides cash severance benefits in the event that a change in control occurs and an officer is terminated within two years of that change in control for reasons other than cause. Cash severance benefits in the event of a qualifying termination will be based on an individually defined Severance Multiple ranging from 2.0 for officers up to 3.0 for the CEO. Individual cash severance benefits will include (i) base salary in effect at termination times the Severance Multiple, (ii) current cash target incentive award times the Severance Multiple, and (iii) a target incentive award in the year of termination pro-rated for the portion of the performance cycle completed through the date of termination. Cash severance benefits under the CIC Plan will be reduced by severance-related benefits provided through any other Allegion severance program. NEOs will also immediately vest in their Elected Officer Supplemental Program (“EOSP”) and Key Management Supplemental Pension Plan (“KMP”) benefits following a change in control. For purposes of calculating Mr. Shannon’s EOSP benefits, two years would be added to his age and service if his employment is terminated within two years after a change in control. In addition, participants in the CIC Plan will, in the event of a qualifying termination, receive continued health and welfare coverage for a term of years equal to the Severance Multiple and outplacement benefits of up to $25,000.

The CIC Plan does not provide for payment of, or reimbursement for, any tax payments or other tax gross ups related to the severance benefits. However, the CIC Plan does provide for cash severance benefits to be adjusted such that participants will receive the better after tax benefit treatment (“Best of Net” approach) between (i) cash severance payments paid in full, with the executive responsible for all taxes incurred, or (ii) cash severance payments reduced to avoid triggering excise taxes.

Under the Incentive Stock Plan of 2013 (the “2013 Stock Plan”), outstanding unvested stock options and RSUs will not immediately vest and become exercisable or payable, as applicable, following a change in control if an alternate award is provided by the acquiring company. Such awards will immediately vest and become exercisable or payable, as applicable, if an alternate awards is not provided. PSUs, other than the Founder’s Grant PSUs, will be deemed to have earned a pro-rata award based on the target award opportunity and total number of months worked in the applicable performance period. The Founder’s Grant PSUs will be deemed to have earned the full amount of the award upon a change in control.

Senior Executive Performance Plan

The SEPP is a shareholder approved plan that funds the annual cash incentive awards that may be granted to each of the NEOs under the AIP. Under the SEPP, the maximum amount of cash incentive that can be paid to the CEO is 1.5% of Consolidated OI from Continuing Operations (as defined in the SEPP) and the maximum amount of cash incentive that can be paid to any other covered executive is 0.6% of Consolidated OI from Continuing Operations. Our Compensation Committee generally exercises its discretion to pay less than the maximum amount to the NEOs, after considering the factors described in the AIP.

Tax and Accounting Considerations

Section 162(m) of the Code imposes a limit of $1,000,000 on the amount that a publicly-traded company may deduct for federal income tax purposes in any taxable year for compensation paid to our CEO and the three other highest-paid NEOs, other than our CFO, who are employed as of the end of the year. To the extent that compensation is “performance-based” within the meaning of Section 162(m), the Section’s limitations will not apply. To qualify as performance based, compensation must, among other things, be paid pursuant to a shareholder approved plan upon the attainment of objective performance criteria.

Our Compensation Committee believes that the tax deductibility of compensation is an important factor, but not the sole factor, in setting executive compensation policies and in rewarding superior executive performance. Accordingly, our executive compensation program has been designed with the intent that most of the variable compensation (i.e., AIP, PSUs and stock options) paid to NEOs would qualify as performance-based within the meaning of Section 162(m) so as to be tax

deductible to avoid the loss of a tax deduction due to Section 162(m). However, the Compensation Committee reserves the right to approve the payment of compensation to our executive officers that does not qualify as “performance-based” within the meaning of Section 162(m) and therefore, may not be deductible for federal income tax purposes.

In determining variable compensation program designs, our Compensation Committee considers other tax and accounting implications of particular forms of compensation, such as the implications of Section 409A of the Code governing deferred compensation arrangements and favorable accounting treatment afforded certain equity based plans that are settled in shares. The forms of variable compensation utilized are determined primarily by their effectiveness in creating maximum alignment between key strategic objectives and the interests of shareholders.

Timing of Awards

We intend to regularly grant annual equity grants following our earnings release for the fourth quarter and full year results. The equity grant date is never selected or changed to increase the value of equity awards for executives.

COMPENSATION COMMITTEE REPORT

We have reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement.

Based on our review and discussion, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement as well as the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

COMPENSATION COMMITTEE

Michael J. Chesser (Chair)

Carla Cico

Kirk S. Hachigian

Dean I. Schaffer

Martin E. Welch, III

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EXECUTIVE COMPENSATION

The following table provides summary information concerning compensation paid to or accrued on behalf of our NEOs for services rendered during the years ended December 31, 2015, 2014 and 2013. The services rendered by our NEOs in 2013 were primarily for Ingersoll Rand and were, in some instances, in capacities not equivalent to the positions in which they now serve.



SUMMARY COMPENSATION TABLE



Name and Principal Position	Year	Salary ($)(a)	Bonus ($)(b)	Stock Awards ($)(c)	Option Awards ($)(d)	Non- Equity Incentive Plan Compensation ($)(e)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(f)	All Other Compensation ($)(g)	Total ($)
D. D. Petratis	2015	938,462	—	2,514,691	750,012	1,875,880	891,188	431,390	7,401,623
Chairman, President and Chief Executive Officer	2014	900,000	—	4,786,693	750,009	1,838,806	540,916	179,040	8,995,464
	2013	363,461	1,330,000	2,039,921	675,023	—	73,858	54,116	4,536,379

P. S. Shannon	2015	454,423	—	628,750	187,508	562,033	874,547	113,640	2,820,901
Senior Vice President and Chief Financial Officer	2014	425,000	75,000	1,128,967	187,502	552,571	632,877	179,765	3,181,682
Senior Vice President and Chief Financial Officer	2013	384,308	75,000	516,040	445,057	355,749	—	281,723	2,057,877
T. P. Eckersley	2015	420,000	—	419,148	125,017	439,402	273,810	93,006	1,770,383
Senior Vice President - Americas	2014	418,709	200,000	738,148	125,008	419,721	369,946	72,341	2,343,873
Senior Vice President - Americas	2013	406,059	200,000	504,273	437,924	382,228	32,122	57,919	2,020,525
L. V. Moretti (h)	2015	352,864	109,400	765,050	75,007	252,203	—	157,637	1,712,161
Senior Vice President - EMEIA
C. E. Muhlenkamp	2015	350,000	—	251,498	75,007	324,975	41,266	71,911	1,114,657
Senior Vice President - Global Operations	2014	343,149	140,000	363,486	75,013	348,259	53,494	42,744	1,366,145

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(a)	A portion of a participant’s annual salary may be deferred into a number of investment options under our EDCP. In 2015, no NEO deferred any salary.


(b)	The amount in this column for 2015 represents the incremental cash award paid to Ms. Moretti under the discretionary EMEIA bonus pool established in recognition of EMEIA’s 2015 financial performance on a local currency basis.

(c)

The amounts shown in this column reflect the aggregate grant date fair value of PSU awards and any RSU awards granted for the year under ASC Topic 718 and do not reflect amounts paid to or realized by the NEOs. In determining the aggregate grant date fair value of the PSU awards, the awards are valued assuming target level performance achievement. If the maximum level performance achievement is assumed, the aggregate grant date fair value of the PSU awards would be as follows:



Name		Maximum Grant Date Value of PSU Awards ($)
D. D. Petratis		3,529,332
P. S. Shannon		882,402
T. P. Eckersley		588,268
L. V. Moretti		629,918
C. E. Muhlenkamp		352,934

For a discussion of the assumptions made in determining the ASC 718 values, see Note 15, “Share-Based Compensation,” to our consolidated financial statements contained in the 2015 Form 10-K. The ASC 718 grant date fair value of the PSU award is spread over the number of months of service required for the grant to become non-forfeitable, disregarding any adjustments for potential forfeitures. Please see also the Grants of Plan-Based Awards table for additional details of the 2015 grants included in this column.

(d)

The amounts in this column reflect the aggregate grant date fair value of stock option grants for financial reporting purposes for the year under ASC 718 and do not reflect amounts paid to or realized by the NEOs. For a discussion of the assumptions made in determining the ASC 718 values, see Note 15, “Share-Based Compensation,” to our consolidated financial statements contained in the 2015 Form 10-K.

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(e)	This column reflects the amounts earned as annual awards under our AIP program. Unless deferred into the EDCP, AIP awards are paid in cash. In 2015, Mr. Muhlenkamp elected to defer 30% of his AIP payment. Amounts shown in this column are not reduced to reflect deferrals of AIP awards into the EDCP.

(f)

Amounts reported in this column reflect the aggregate increase in the actuarial present value of the benefits under the qualified Pension Plan (the “Pension Plan”), Supplemental Pension Plan, KMP and EOSP, as applicable. The change in pension benefits value is attributable to the additional year of service and age, the annual AIP award and any annual salary increase and the interest rates used to value the benefits. For 2015, the change was also attributable to the increase in the NEO’s final average pay and a decrease in lump sum interest rates. The plans do not permit above-market or preferential earnings on any nonqualified deferred compensation.


(g)	The following table summarizes the components of this column for 2015:



Name	Company Matching Contributions ($)(1)	Tax Assistance ($)(2)	Other Benefits ($)(3)	Total ($)
D. D. Petratis	183,505	—	247,885	431,390
P. S. Shannon	60,776	—	52,864	113,640
T. P. Eckersley	63,309	—	29,697	93,006
L. V. Moretti	6,555	109,441	41,641	157,637
C. E. Muhlenkamp	58,742	—	13,169	71,911

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(1)	Represents matching contributions under our ESP and Supplemental ESP plans for Messrs. Petratis, Shannon, Eckersley, and Muhlenkamp and contributions under the Italian Providential fund for Ms. Moretti.


(2)	Represents tax assistance provided to Ms. Moretti to mitigate the impact of being required to live in a high tax jurisdiction.


(3)	The other benefits the NEOs received in 2015 are:



Name	Home Sale Assistance ($)	Relocation ($)	Aircraft Use ($)(i)	Other ($)(ii)	Total ($)
D. D. Petratis	120,000	—	95,127	32,758	247,885
P. S. Shannon	—	—	25,749	27,115	52,864
T. P. Eckersley	—	—	—	29,697	29,697
L. V. Moretti	—	26,470	—	15,171	41,641
C. E. Muhlenkamp	—	—	—	13,169	13,169


(i)	Represents the actual cost of the leased aircraft.


(ii)	Represents (i) the incremental cost of the leased cars, calculated based on the lease, insurance, fuel and maintenance costs for all NEOs; (ii) financial counseling services; (iii) personal expenses incurred in connection with the 2015 annual general meeting of shareholders; and (iv) executive health program.

(h)

Cash amounts for Ms. Moretti were paid in Euros. For reporting purposes, these amounts have been converted from Euro to United States dollars in this table and throughout this Proxy Statement. Where amounts are reported as a point in time, Euros were converted to United States dollars using the closing currency exchange rate as of December 31, 2015. Where payments were made throughout the year, Euros were converted to United States dollars using the closing currency exchange rate as of the last day of the month in which the cash compensation was received or deemed to have been received.

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2015 GRANTS OF PLAN-BASED AWARDS

The following table shows all plan-based awards granted to the NEOs during 2015. This table is supplemental to the Summary Compensation Table and is intended to complement the disclosure of equity awards and grants made under non-equity incentive plans in the Summary Compensation Table.



Name	Grant Date	Estimated Future Payouts Under Non-Equity Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)(c)	All Other Option Awards: Number of Securities Underlying Options (#)(c)	Exercise or Base Price of Option Awards ($/Sh) (d)	Closing Stock Price on Grant Date ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(e)
Name	Grant Date	Threshold ($)(a)	Target ($)(a)	Maximum ($)(a)	Threshold (#)(b)	Target (#)(b)	Maximum (#)(b)			Exercise or Base Price of Option Awards ($/Sh) (d)	Closing Stock Price on Grant Date ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(e)
D. D. Petratis
AIP	2/10/2015	522,500	1,045,000	2,090,000	—	—	—	—	—	—	—	—
PSUs (2015-17)	2/20/2015	—	—	—	6,483	25,930	51,860	—	—	—	—	1,764,666
Options	2/20/2015	—	—	—	—	—	—	—	41,947	57.85	58.60	750,012
RSUs	2/20/2015	—	—	—	—	—	—	12,965	—	—	—	750,025
P. S. Shannon
AIP	2/10/2015	162,138	324,275	648,550	—	—	—	—	—	—	—	—
PSUs (2015-17)	2/20/2015	—	—	—	1,621	6,483	12,966	—	—	—	—	441,201
Options	2/20/2015	—	—	—	—	—	—	—	10,487	57.85	58.60	187,508
RSUs	2/20/2015	—	—	—	—	—	—	3,242	—	—	—	187,550
T. P. Eckersley
AIP	2/10/2015	136,500	273,000	546,000	—	—	—	—	—	—	—	—
PSUs (2015-17)	2/20/2015	—	—	—	1,081	4,322	8,644	—	—	—	—	294,134
Options	2/20/2015	—	—	—	—	—	—	—	6,992	57.85	58.60	125,017
RSUs	2/20/2015	—	—	—	—	—	—	2,161	—	—	—	125,014
L. V. Moretti
AIP	2/10/2015	103,441	206,822	413,645	—	—	—	—	—	—	—	—
PSUs (2015-17)	2/20/2015	—	—	—	648	2,593