The purpose of the Compensation and Human Capital Committee (the “Committee”) of Allegion plc is to discharge the responsibilities of the Board of Directors (the “Board”) with respect to the compensation of the Company’s executives and oversight of human capital management.

The Committee shall be comprised of three or more directors, each of whom is determined by the Board to be “independent” under the rules of the New York Stock Exchange (the “NYSE”) applicable for Board and Committee independence. Additionally, no director may serve unless he or she is a “Non-employee Director” for purposes of Rule 16b-3 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act").

The members of the Committee shall be elected by the Board and shall serve until such member’s successor is elected or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board.

Unless a Chair is elected by the full Board, the members of the Committee shall designate a Chair by the majority vote of the full Committee membership. The Chair of the Committee will chair all regular sessions of the Committee and is responsible to set the agendas for Committee meetings. In the absence of the Chair of the Committee, the Committee shall select another member to preside.

The Committee shall meet at least four times annually. The Committee Chair or any member of the Committee may call meetings of the Committee. The Committee may meet in person, by telephone or video conference, and may take action by unanimous written consent. The Company Secretary, Assistant Secretary or an individual designated by the Company Secretary shall maintain written minutes of its meetings and shall file such minutes with the books and records of the Company. The Chair shall report to the Board regarding the meeting of the Committee and as otherwise requested by the Board.  The Committee may invite such members of management to its meetings as it deems appropriate. However, the Committee shall meet regularly without such members present, and in all cases the Chief Executive Officer and any other such Executive Officers shall not be present at meetings at which their compensation or performance is discussed or determined.

The Committee may form subcommittees composed of two or more of its members for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate, except that it shall not delegate its responsibilities for any matters that involve Executive Officer or any matters where it has determined such compensation is intended to be exempt from Section 16(b) under the Exchange Act pursuant to Rule 16b-3 by virtue of being approved by a committee of “non-employee directors.”

The Committee shall also be entitled to delegate its responsibilities with respect to the administration of the incentive compensation, equity compensation, deferred compensation, and employee pension and welfare benefit plans to the Company’s officers and employees, as consistent with applicable law, who may also utilize the services of third-party administrators, record keepers, consultants, and other service providers.

A majority of the Committee shall constitute a quorum for the transaction of business and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee.

The Committee shall have the authority to select, retain and/or replace or obtain advice of, as needed in its sole discretion, compensation and benefits consultants, independent legal counsel and any other adviser to advise the Committee. In that connection, in the event the Committee retains any such adviser, the Committee shall be directly responsible for compensation and oversight of the adviser and shall have the sole authority to approve such adviser’s fees and other retention terms. The Company shall provide appropriate funding, as determined by the Committee, for payment of reasonable compensation to such adviser. The Committee shall undertake an independence assessment prior to selecting the adviser that will provide advice to the Committee, taking into account such factors as may be required by the NYSE from time to time. The Committee shall evaluate whether any compensation and benefits consultant retained or to be retained by it has any conflict of interest in accordance with Item 407(e)(3)(iv) of Regulation S-K.


The Committee shall:

1.     Establish the Company’s executive compensation philosophy, strategies, policies and programs to enable the Company to attract, retain, deploy and motivate executives necessary to meet current and future needs of the enterprise, and to ensure the Company’s compensation policies and programs are aligned with shareholder interests (including total shareholder return) and Company performance as compared to relevant peer group companies.

2.     Annually review and approve the compensation, including salary, annual incentives, long-term incentives, equity-based awards and all other executive benefits for the Chief Executive Officer.

3.     Have sole authority to determine the Chief Executive Officer’s corporate goals and objectives relevant to his or her compensation and evaluate at least annually his or her performance against those goals and objectives, which goals and objectives shall be consistent with the strategic objectives approved by the Board as part of the Long Range Plan and Annual Operating Plan process.

4.     Oversee and advise the Chief Executive Officer on the corporate goals and objectives for the Company’s executive officers (as defined by the Exchange Act and related regulations) (the “Executive Officers”), other than the Chief Executive Officer, relevant to their compensation and their performance against these goals and objectives.

5.     Annually review and approve compensation, including salaries, annual incentives, long-term incentives, equity-based awards and all other executive benefits for all Executive Officers other than the Chief Executive Officer.

6.     Review and approve executive compensation and benefit programs including the Company’s executive incentive compensation plans, equity-based plans and executive pension and welfare plans, discharge any responsibilities assigned to the Committee by any of these plans, oversee the activities of the individuals and committees responsible for administering these plans, and approve or recommend to the Board any material amendments to the plans for which shareholder approval is required.

7.     Establish and periodically review policies and programs concerning perquisite benefits, and non-cash or other benefits for the elected officers.

8.     Review broad-based employee benefit programs (e.g., major pension plans, employee savings plans and employee health and welfare plans) and recommend to the Board proposals for adoption, significant amendment or termination of such plans.

9.     Review and discuss with management the potential risks associated with the Company’s compensation policies, incentive plans and programs as applied to employees generally, and whether such policies, plans and programs incentivize unnecessary and excessive risk taking. Review any material, non-recurring discretionary bonus pool programs for broad employee groups.

10.  Exercise all powers and discretion vested in the Board under the Company's equity compensation plans, including the authority to grant awards.

11.  Establish, or recommend to the Board, stock ownership guidelines for the Executive Officers and monitor compliance with such guidelines.

12.  Approve the creation or revision of any clawback policy allowing the Company to recoup compensation paid to employees and monitor compliance with such policies.

13.  Assist the Board in its oversight of the Company’s key programs, policies and strategies related to its management of human capital resources, including recruitment, development and retention of personnel, talent management, and diversity, equity and inclusion.

14.  Oversee the succession and development plans (including succession plans for emergencies) for Executive Officers. For clarity, succession and development planning (including for emergencies) for the Chief Executive Officer will be overseen by the Board unless all independent directors are also members of the Committee.

15.  Approve the content of employment, severance, change in control plans or arrangements or amendments thereto for Executive Officers.

16.  Advise the Board on management proposals to shareholders on executive compensation matters, including advisory votes on executive compensation and frequency of such votes, and proposals received from shareholders on executive compensation matters; oversee management’s engagement with shareholders and proxy advisory firms on executive compensation matters; review the results of such votes and consider any implications in connection with the Committee’s ongoing determinations and recommendations regarding the Executive Officer’s compensation and Company’s executive compensation policies and practices.

17.  Report to the Board all significant issues discussed and make recommendations to be acted upon by the Board, as appropriate.

18.  Review, and recommend to the Board inclusion of, the executive compensation disclosures made in the Company’s annual proxy statement or annual report on Form 10-K, including the Compensation Discussion & Analysis contained therein, and prepare the Compensation Committee report to be included in the annual proxy statement or annual report on Form 10-K.

19.  Conduct an annual evaluation of the Committee’s performance.

20.  Review and assess the adequacy of this Charter, at least annually, and recommend proposed changes to the Board.

21.  Perform any other activities consistent with this Charter, the Company’s Articles of Association and governing law, as the Committee or the Board deems necessary or appropriate.


If required by the rules of the SEC or the NYSE, this Charter, as amended from time to time, shall be made available to the public on the Company’s website. 

Last revised: December 7, 2023