Acuity Inc. (NYSE: AYI) details $4.3B revenue, governance and pay in proxy
Filing Impact
Filing Sentiment
Form Type
DEF 14A
Acuity Inc. (NYSE: AYI) is asking stockholders to elect nine directors, ratify its independent auditor for fiscal 2026, and approve on an advisory basis named executive officer pay at a virtual annual meeting on January 21, 2026.
The company describes itself as a market‑leading industrial technology business operating through Acuity Brands Lighting and Acuity Intelligent Spaces, with about 13,000 associates worldwide. In fiscal 2025, net sales reached $4.3 billion, diluted EPS was $12.53, adjusted diluted EPS was $18.01, and cash flow from operations was $601 million. Management highlights strong performance in both segments, including the acquisition and integration of QSC, LLC and additional product innovation across lighting and intelligent spaces.
Acuity reports generating significant free cash flow and deploying over $1.2 billion for acquisitions, $68 million for capital expenditures, and repurchasing about 436,000 shares for $118–119 million, while increasing its dividend by 13%. The proxy emphasizes board refreshment, majority‑independent directors, strong governance practices, and a pay‑for‑performance program in which variable, performance‑based incentives represent about 90% of the CEO’s and 78% of other NEOs’ target direct compensation.
Positive
- None.
Negative
- None.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☑
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12
(Name of Registrant as Specified in Its Charter) | ||||
N/A | ||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||
Payment of Filing Fee (Check all boxes that apply):
☑No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
January 21, 2026
Who We Are
Acuity Inc. (NYSE: AYI) is a market-leading
industrial technology company. We use
technology to solve problems in spaces,
light and more things to come. Through
our two business segments, Acuity Brands
Lighting and Acuity Intelligent Spaces, we
design, manufacture and bring to market
products and services that make a valuable
difference in people’s lives. We achieve
growth through the development of
innovative new products and services,
including lighting, lighting controls, building
management solutions, and an audio, video
and control platform.
We focus on customer outcomes and drive growth
and productivity to increase market share and deliver
superior returns. We look to aggressively deploy capital
to grow the business and to enter attractive new verticals.
Acuity Inc. is based in Atlanta, Georgia, with operations across
North America, Europe and Asia. The Company is powered by
approximately 13,000 dedicated and talented associates.
Our Values
Our values are at the core of our culture and help create a shared purpose for achieving our Company’s strategic goals.
We make decisions based on our values, and these values guide how we treat each other and how we serve our
customers and communities.
 |  |  |  |
Integrity We do the right thing, the first time, every time. | Time Time is the only constrained resource. We focus on what is most important. | Curiosity We are always searching for a better way. We are willing and able to change. | Customer Obsessed We see the world through the eyes of customers and end-users. We deliver on their needs. |
 |  |  | ||
People We create an environment where the best people come to do their best work. We all succeed together. | Community We care about the environment and our neighbors. We make communities better. | Owner’s Mindset We think and act like owners. We focus on long-term, sustainable value creation. |
Letter to Stockholders
Dear Stockholders:
The Board of Directors (the “Board”) would like to thank you for your ongoing investment and continued confidence in
Acuity Inc. (“Acuity” or the “Company”). We have transformed the Company from principally a luminaires business to a
data and control and luminaires business, and positioned ourselves well for long-term growth.
Fiscal 2025 was an important year for us. We had continued strong financial performance. We renamed our Company to
Acuity Inc., reflecting our evolution and aligning to our strategy of using technology to solve problems and create impactful
experiences that shape how people live, work and connect. We allocated capital effectively, grew our business organically
and through acquisitions, rewarded our stockholders with increased dividends, and opportunistically repurchased more of
our outstanding shares.
In Acuity Brands Lighting (“ABL”), we continued to make our business more predictable, repeatable and scalable. We
realigned the business into luminaires and electronics and delivered improved financial performance. ABL is a high-quality
strategic asset and a core pillar of our Company. Our growth algorithm is clear—we will enter new verticals, we will take
share and we will grow with the market. In ABL, we will continue to focus on product vitality, elevating service levels, using
technology to improve and differentiate both our products and how we operate the business, and driving productivity.
In Acuity Intelligent Spaces (“AIS”), we are making spaces smarter, safer and greener. We acquired and integrated QSC,
LLC (“QSC”). We scaled AIS into a larger part of our overall Company. Through Atrius®, Distech Controls® and QSC®,
we have unique and disruptive technologies that are driving productivity for people experiencing spaces and for the
people who are providing those spaces. In AIS, we will continue to focus on growth with the opportunity for margin
expansion.
At Acuity we are doing things differently. Our values are at the core of who we are, guiding how we serve our customers,
associates and communities. Each of our associates understands how we create value—we grow net sales, we turn
profits into cash and we don’t grow the balance sheet as fast. We are empowered by our Better.Smarter.Faster. operating
system to work in a consistent way. The combination of these things allows us to operate more productively with greater
distribution of responsibility and accountability throughout the Company. It is how we were able to react aggressively to
changes in the macro environment this year and how we were able to quickly and successfully integrate QSC.
Acuity is positioned for long-term growth. We are innovators, disruptors and builders who are creating stakeholder value
and compounding shareholder wealth. As we look ahead to fiscal 2026, the Board is confident in management’s ability to
continue to take the necessary steps to drive our business forward.
We thank our stockholders and other stakeholders for taking the time to engage with us and welcome the opportunity to
hear feedback. We will continue to incorporate your input as we form our practices and policies. See Contacting the
Board of Directors for information about how to reach the Board.
Sincerely,
THE BOARD OF DIRECTORS | |||
Neil M. Ashe Chairman, President and CEO James H. Hance, Jr. Lead Director | Marcia J. Avedon, Ph.D. W. Patrick Battle Michael J. Bender | G. Douglas Dillard, Jr. Maya Leibman | Laura G. O’Shaughnessy Mark J. Sachleben |
1170 Peachtree Street, N.E.
Suite 1200
Atlanta, Georgia 30309
Notice of Annual Meeting of Stockholders
 | Date and Time January 21, 2026 1:00 p.m. ET Online check-in begins at 12:45 p.m. ET |  | Place Access the Virtual Annual Meeting at www.virtualshareholder meeting.com/AYI2026 |  | Record Date Stockholders of record at the close of business on November 24, 2025 are entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof. | ||
Purpose
Items of Business | Board Recommendation | ||
1 | Election of nine directors |  | FOR |
each director nominee | |||
2 | Ratification of the appointment of our independent registered public accounting firm for fiscal 2026 | | FOR |
3 | Advisory vote to approve named executive officer compensation | | FOR |
Stockholders will also consider and act upon such other business as may properly come before the Annual Meeting or any
adjournments or postponements thereof.
Voting
Your vote is important. If you are a stockholder of record, you can vote by one of the following methods. In each case, please
follow the instructions provided on the Notice of Internet Availability or Proxy Card. We encourage you to vote in advance, even if
you plan to participate in the Annual Meeting.
 | Internet www.proxyvote.com |  | Telephone 1-800-690-6903 |  | Mail Sign, date and return your proxy card |  | During the Meeting Vote electronically during the Annual Meeting | |||
Virtual Stockholders’ Meeting Information
The Annual Meeting will be held in a virtual format only via the Internet. We believe a virtual meeting allows broader access by
our stockholders and other interested parties without restricting participation. You will be able to participate in the Annual Meeting
online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/AYI2026. You will also be
able to vote your shares electronically at the Annual Meeting. For more information about our virtual Annual Meeting
processes, please see Questions Relating to this Proxy Statement – Information about our Virtual Annual Meeting.
On or about December 11, 2025, we plan to commence mailing of a Notice of Internet Availability of Proxy Materials containing
instructions on how to access our Proxy Statement and our Annual Report on Form 10-K via the Internet and how to vote online.
The Notice of Internet Availability of Proxy Materials also contains instructions on how you can receive a paper copy of the
proxy materials.
By order of the Board,
CHANDA KIRCHNER
Corporate Secretary
December 11, 2025
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on January 21, 2026. The Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com. |
Table of Contents
Pages | ||
PROXY STATEMENT SUMMARY | 1 | |
Key Fiscal 2025 Business Performance Highlights | 1 | |
EarthLIGHT | 2 | |
Board Composition Highlights | 3 | |
Corporate Governance Highlights | 5 | |
Executive Compensation Highlights | 6 | |
CORPORATE GOVERNANCE AT ACUITY | 11 | |
Item 1 | Election of Directors | 11 |
Director Information | 12 | |
Board and Committees | 20 | |
Board Responsibilities | 24 | |
Governance Policies and Procedures | 27 | |
Compensation of Directors | 28 | |
AUDIT COMMITTEE MATTERS | 32 | |
Item 2 | Ratification of the Appointment of the Independent Registered Public Accounting Firm | 32 |
Selection and Engagement of the Independent Registered Public Accounting Firm | 32 | |
Audit Fees and Other Fees | 33 | |
Preapproval Policies and Procedures | 33 | |
Report of the Audit Committee | 34 | |
EXECUTIVE OFFICERS | 35 | |
Pages | ||
EXECUTIVE COMPENSATION | 36 | |
Item 3 | Advisory Vote to Approve Named Executive Officer Compensation | 36 |
Message from the Compensation and Management Development Committee | 37 | |
Compensation Discussion and Analysis | 38 | |
2025 Executive Compensation | 42 | |
Report of the Compensation and Management Development Committee | 56 | |
Executive Compensation Tables | 57 | |
STOCK OWNERSHIP | 75 | |
Equity Compensation Plans | 75 | |
Beneficial Ownership of the Company’s Securities | 76 | |
Certain Relationships and Related Person Transactions | 77 | |
QUESTIONS RELATING TO THIS PROXY STATEMENT | 79 | |
OTHER MATTERS | 83 | |
NEXT ANNUAL MEETING – STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS | 83 | |
APPENDIX A | A-1 | |
APPENDIX B | B-1 | |
Acuity Inc. | 2026 Proxy Statement | 1 |
Proxy Statement Summary
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of
the information you should consider, and you should read the entire Proxy Statement carefully before voting.
Key Fiscal 2025 Business Performance Highlights
Acuity is a market-leading industrial technology company. We use technology to solve problems in spaces, light and more
things to come. Through our two business segments, Acuity Brands Lighting (ABL) and Acuity Intelligent Spaces (AIS), we
design, manufacture and bring to market products and services that make a valuable difference in people’s lives. We
achieve growth through the development of innovative new products and services, including lighting, lighting controls,
building management solutions, and an audio, video and control platform. We focus on customer outcomes and drive
growth and productivity to increase market share and deliver superior returns. We look to aggressively deploy capital to
grow the business and to enter attractive new verticals.
Net Sales (GAAP) | Diluted EPS (GAAP) | Adjusted Diluted EPS(1) (Non-GAAP) | Cash Flow from Operations (GAAP) |
$4.3B | $12.53 | $18.01 | $601M |
(1)This is a non-GAAP financial measure used by the Board and management to assess the performance of the business. See Appendix A for a
reconciliation to the most directly comparable financial measure calculated in accordance with GAAP.
Key Fiscal 2025 Achievements
§We improved our financial and operating performance in fiscal 2025 and continued to create stakeholder value and
compound shareholder wealth
§We continued to improve our business and allocate capital effectively
§We renamed our Company to Acuity Inc., reflecting our evolution and aligning to our strategy of using technology to
solve problems and create impactful experiences that shape how people live, work and connect
§In Acuity Brands Lighting (“ABL”), our financial performance was strong, and we made progress on our strategy and
on our initiatives
◦We realigned the business into luminaires and electronics
◦We continued to enhance our product portfolio, Contractor SelectTM, Design SelectTM and Made to Order, to
create the most effective way for our end users to get what they need, when they need it, for their specific projects
◦We invested for future growth, prioritizing new verticals where we have not historically competed or where we are
under-penetrated:
◦in our healthcare vertical we strengthened our offering through the CARE CollectionTM and through the
development of our NightingaleTM range of products
◦across multiple verticals, we accelerated our product vitality efforts through the acquisition of M3 Innovation, LLC
("M3") and launched M3 Sports Lighting Solution by Lithonia Lighting® and HolobeamTM by Holophane®
◦We continued to be recognized for innovation and won several notable awards for products throughout the year
including multiple prestigious Red Dot® Product Design awards
§In Acuity Intelligent Spaces (“AIS”), we continued to deliver strong growth and profitability aligned to our mission of
making spaces smarter, safer and greener through our strategy of connecting the edge with the cloud using disruptive
technologies that leverage data interoperability
◦We scaled AIS to become a larger part of Acuity
◦We acquired and integrated QSC, LLC (“QSC”), an audio, video and control solutions company
◦We won several notable awards for our Atrius® Facilities applications, Distech Eclypse® and Q-SYS® platform
Acuity Inc. | 2026 Proxy Statement | 2 |
PROXY STATEMENT SUMMARY
§We generated significant free cash flow and effectively allocated capital consistent with our priorities, including
investing for growth in our existing businesses and allocating $68 million to capital expenditures. We invested over
$1.2 billion in acquisitions, increased our dividend by 13 percent and allocated $119 million to repurchase
approximately 436 thousand shares at an average price of approximately $270 per share.
Allocating Capital Effectively as a Long-Term Source of Value
Our capital allocation strategy includes the following key elements:
1 | Invest for growth in our current businesses | 2 | Enter new businesses through mergers and acquisitions | 3 | Increase our dividend | 4 | Create permanent value through share repurchases | ||||
EarthLIGHT
EarthLIGHT is one way we share who we are, our annual progress in actioning aspects of our strategy, and the value we
deliver to stakeholders. It reflects our focus on innovation, operational excellence, sustainability, and our commitment to
people (“EarthLIGHT”). The Governance Committee of our Board oversees our EarthLIGHT program.
Across our portfolio, we continue to innovate, bringing smarter, sustainable solutions to market designed to help solve
problems for our customers. We have demonstrated that we have dexterity in how we operate, enabling us to continue to
execute in dynamic market conditions, and we have demonstrated that we can deliver value and drive margins in our
business. Our environmental sustainability efforts are embedded in what we do—from product design to supply chain—
and we’ve made measurable progress in reducing our environmental footprint and eliminating energy and other costs for
our Company and our customers. Based on our current plans and assumptions, we believe our Scope 1 and 2 emissions
are currently on track toward our 2040 net-zero target and our Scope 3 emissions intensity is currently on track toward our
target.
We are a values-driven organization. Our values are Integrity, Time, Curiosity, Customer Obsessed, People, Community
and Owner’s Mindset. These values are at the core of our culture and help create a shared purpose for achieving our
Company’s strategic goals. We make decisions based on our values, and these values guide how we treat each other and
how we serve our customers and communities.
We prioritize People as a core value. We invest in talent, culture and leadership to create the environment where the best
people come to do their best work. We are developers of talent. We value diversity of thought, experience and
background. We purposefully create opportunities for our people to grow and thrive, and we make a positive impact in the
communities where we live and work.
Listening to our associates is key to our culture and progressing our business success. In fiscal 2025, we maintained
sustainable engagement at 86% in our Company-wide Associate Engagement Survey and a 96% response rate for the
second year in a row. Our results are inclusive of our QSC associates. The high participation rate is an indicator that our
associates are confident that their feedback will lead to meaningful action.
We continue to benchmark ourselves against the highest performing companies and remained in the Willis Towers
Watson high-performance normative benchmark, which represents the top 5% of companies included in the survey. To be
included in this category, companies must meet the criteria for outstanding financial performance and human resource
practices, as measured by engagement surveys, compared to the industry average.
We share our annual progress in the 2025 EarthLIGHT Annual Report and related materials (collectively, the “EarthLIGHT
Report”) available on our website at www.acuityinc.com. * For fiscal 2025, we evolved the structure of the EarthLIGHT
Report to better serve our stakeholders. Data tables and disclosures are now separated for easier access. The core
EarthLIGHT Report focuses on showcasing the outcomes we have delivered and the impact we are making.
*The information in the EarthLIGHT Report and any other information on our website that we may refer to herein are not incorporated by reference into,
and do not form any part of, this Proxy Statement.
Acuity Inc. | 2026 Proxy Statement | 3 |
PROXY STATEMENT SUMMARY
Board Composition Highlights
Our Director Nominees
Current Committee Membership | |||||||
Name and Primary Occupation | Independent | Tenure | Age | AC | CC | GC | |
 | Neil M. Ashe Chairman, President and Chief Executive Officer (“CEO”) | 5 | 58 | ||||
 | Marcia J. Avedon, Ph.D. Former Executive Vice President, Chief Human Resources, Marketing and Communications Officer, Trane Technologies PLC; Founder and CEO, Avedon Advisory, LLC |  | 3 | 64 |  | | |
 | W. Patrick Battle Managing Partner, Stillwater Family Holdings | | 11 | 62 | | | |
 | Michael J. Bender Chief Executive Officer, Kohl’s Corporation | | 3 | 64 | | | |
 | G. Douglas Dillard, Jr. Managing Partner, Slewgrass Capital, LLC and Slewgrass Partners, LLC | | 8 | 55 | | | |
 | James H. Hance, Jr. Lead Director Operating Executive, The Carlyle Group Inc. | | 11 | 81 | | Chair | |
 | Maya Leibman Former Executive Vice President and Chief Information Officer, American Airlines Group Inc. | | 5 | 59 | Chair | | |
 | Laura G. O’Shaughnessy Independent Consultant; Co-Founder and Former Chief Marketing Officer, The Picnic Group, Inc. | | 5 | 48 | | | |
 | Mark J. Sachleben(1) Former Chief Financial Officer and Corporate Secretary, New Relic, Inc. | | 4 | 60 | Chair | (1) | |
AC | Audit Committee | CC | Compensation and Management Development Committee | GC | Governance Committee |  | Member |
(1)Mr. Sachleben served on the Compensation and Management Development Committee in fiscal 2025 until he became the Chair of the Audit Committee in January 2025. | |||||||
Acuity Inc. | 2026 Proxy Statement | 4 |
PROXY STATEMENT SUMMARY
Skills and Experiences Represented by Director Nominees
Description of Skill or Experience |  |  |  |  |  |  |  |  |  | |
 | Executive Leadership: Experience as a public company CEO or other executive officer, either current or past; or as a senior executive, division president, or functional leader within a complex organization |  | | | | | | | | |
 | Corporate Governance: Current or previous service on a public company board of directors; or understanding of public company operating responsibilities and with issues commonly faced by public companies | | | | | | | | | |
 | Strategic Growth and Development: Knowledge of strategic planning and mergers and acquisitions in large organizations operating in multiple geographies | | | | | | | | | |
 | Operational/Manufacturing: Experience in the oversight of large-scale operations, including manufacturing in industries similar to the ones in which the Company operates | | | | | | ||||
 | Finance, Accounting and Capital Markets: Knowledge of finance or financial reporting; experience with debt/capital market transactions; or experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor | | | | | | | | | |
 | Human Capital and Talent Management: Experience in attracting, developing and retaining talent and building strong cultures | | | | | | | | | |
 | Enterprise Risk Management: Experience in oversight of enterprise-wide risk management, including cybersecurity; or experience in creating long-term value by embracing opportunities and managing risks deriving from sustainability developments | | | | | | | | ||
 | Engineering, Technology and Innovation: Experience in leading edge engineering and technology innovation; experience in digital transformation of a business | | | | | | | | | |
Board Composition (as of December 11, 2025)
Total Diversity | Committees Chairs | Independence | ||||||||||||
44% 4 of 9 of our Current Directors are Diverse | 33% | Self-Identify as Women | 89% | of our Current Directors are Independent | ||||||||||
Age Distribution (Director Nominees) | ||||||||||||||
62 | Average Age of Current Directors | 1 | <50 | |||||||||||
3 | 50-59 | |||||||||||||
4 | 60-69 | |||||||||||||
1 | >70 | |||||||||||||
Significant Board Refreshment | Board Tenure | |||||||||||||
5 | New Independent Directors since 2020 | 6.5 | Years Average Tenure | |||||||||||
3 Self-Identify as Women (33)% | 1 Self-Identifies as Racially Diverse (11)% | |||||||||||||
Board Tenure | ||||||||||||||
6 | <6 years | |||||||||||||
1 | 6-10 years | |||||||||||||
2 | >10 years | |||||||||||||
Acuity Inc. | 2026 Proxy Statement | 5 |
PROXY STATEMENT SUMMARY
Corporate Governance Highlights
Stockholder Engagement
Ongoing engagement and dialogue with our stockholders are important to the Company. We have adopted a robust and
active year-round engagement philosophy that includes outreach for soliciting feedback in advance of filing this Proxy
Statement. Our outreach efforts, led by our Board with input from the Compensation and Management Development
Committee and in partnership with our Senior Vice President, Chief Financial Officer and other key leaders, sought
feedback on governance priorities, compensation programs, and environmental and social issues. Additionally, we sought
feedback on the Company’s compensation and benefit programs for our named executive officers (“NEOs”). In our most
recent pre-proxy season engagement cycle:
We contacted | We held approximately | ||||||
30 | of our top stockholders | 8 | meetings with stockholders | ||||
representing approximately | representing approximately | ||||||
62% | of our outstanding common stock | 23% | of our outstanding common stock | ||||
We engaged with stockholders in the following ways:
Off Season Engagement |  | Engagement Prior to Annual Meeting | | Engagement Around and After Annual Meeting | ||
§Engaged stockholders to understand their respective viewpoints §Educated stockholders around the Company’s corporate strategy, business developments and financial position §Engaged stockholders to understand any perception gaps between the Company’s performance and stockholder interpretation of performance | §Sought feedback on potential matters for stockholder consideration at the Annual Meeting §Discussed any areas of concern that stockholders voiced | §Provide clarification on matters being voted on after Annual Meeting material is published §Seek feedback on areas of concern to inform the Board’s future decisions | ||||
Our Response to Stockholder Feedback Relating to Executive Compensation
The Compensation and Management Development Committee carefully considers feedback from our stockholders
regarding our executive compensation practices, as well as other compensation and governance best practices. The
Compensation and Management Development Committee implemented a series of changes to our executive
compensation program in fiscal 2022 and fiscal 2023 and stockholders responded favorably. We maintained the changes
in fiscal 2024 and 2025 and stockholders indicated continued support during our annual outreach program. Our say on
pay (“Say on Pay”) vote results of 95% or more of votes cast in favor of Say on Pay at each annual meeting for the past
three years illustrate this support.
Acuity Inc. | 2026 Proxy Statement | 6 |
PROXY STATEMENT SUMMARY
Governance Best Practices
The Board takes seriously its responsibility to represent the interests of stockholders and is committed to good corporate
governance. The Board has adopted a number of corporate governance enhancements, policies and
processes, including:
Board Independence & Oversight
§Strong independent Lead Director
§Robust director refreshment and succession planning
process (5 new independent directors added
since 2020)
§Annual, robust Board and committee
self-evaluation process
§Oversight of risk management by the Board
§Oversight of EarthLIGHT goals by the
Governance Committee
Stockholder Rights
§Majority voting for directors in uncontested elections
§Annual election of all directors
§Proxy access bylaw
§No stockholder rights plan or “poison pill”
Equity Risk Mitigation
§Executive and director stock ownership guidelines and
retention or deferral requirements until ownership
level achieved
§Prohibitions on hedging and pledging of our
common stock
§Clawback policy (compliant with and exceeding NYSE
listing standards) for incentive compensation paid to
current and former covered officers
Key enhancements to our governance practices since 2020 include:
§Continued refreshment of our Board membership, the leadership of our standing committees, and the membership of
our standing committees, including focused succession planning (2020-2025)
§Amended the Company’s Bylaws and Certificate of Incorporation to eliminate supermajority voting provisions (2021)
§Amended the Company’s Certificate of Incorporation to allow Bylaw amendment granting stockholders’ right to call a
special meeting (2021)
§Amended our Code of Ethics and Business Conduct to highlight our commitment to: remaining vigilant to prevent
money laundering; designing, sourcing and producing safe quality products for our customers; and complying with all
requirements for doing business with the government or on publicly funded projects (2023)
§Amended and Restated our Incentive-Based Compensation Recoupment Policy to comply with recently adopted New
York Stock Exchange (“NYSE”) listing standards and Securities and Exchange Commission (“SEC”) regulations
governing compensation recovery policies (2023)
§Amended and Restated our Certificate of Incorporation to provide for exculpation of certain officers of the Company, to
the extent permitted by the Delaware General Corporation Law (2024)
§Amended our Bylaws to address changes in SEC rules regarding universal proxy cards and changes in Delaware
law (2024)
§Amended the Company’s Anti-Bribery and Anti-Corruption Policy and Whistleblower and Non-Retaliation Policy to
reflect the various laws and regulations in the jurisdictions where we operate as we expand geographically (2024)
§Revised the Company’s Stock Ownership Guidelines to remove unexercised stock options and unvested performance
awards from the pool of shares that are eligible to satisfy the minimum ownership requirements of the Stock Ownership
Guidelines (2025)
Executive Compensation Highlights
The Compensation and Management Development Committee reviews the Company’s executive compensation program
to determine whether any changes are needed to align our compensation program with long-term stockholder value
creation and strengthen our pay aligned to performance approach to compensation for our NEOs. In fiscal 2023, we
added an rTSR metric to the PSUs for our NEOs and increased the weighting of LTIP awards for NEOs other than the
CEO, whose LTIP awards were already 75% performance-based. These changes strengthened our overall compensation
framework and reflected feedback from our stockholders. Given the Company’s strong performance and the continued
effectiveness of our plan design, no significant design changes have been made to our compensation program since
fiscal 2023.
Acuity Inc. | 2026 Proxy Statement | 7 |
PROXY STATEMENT SUMMARY
Executive Compensation Strategy
Our compensation strategy is consistent with and supportive of our long-term goals and is founded on the
following principles:
§alignment of pay, performance and stockholder value creation;
§reinforcement of the Company’s business and operating strategy;
§competitive peer group and market practice;
§motivation and retention of key talent; and
§flexibility to withstand uncertainty and difficulty in a challenging economic climate.
Compensation Program Design
During our stockholder engagement in fiscal 2025, we shared an overview of our current executive compensation
programs and discussed with interested stockholders program changes implemented during the past few years, such as
the addition of an rTSR metric and increasing the weighting of our performance-based compensation for NEOs. After
reviewing market trends and receiving stockholder support for our programs, we made no compensation program design
changes for fiscal 2025.
Compensation Best Practices
What We Do | What We Don’t Do | ||
We align pay and performance by providing a greater portion of compensation in incentive compensation We conduct an annual compensation risk assessment to help ensure that our executive compensation program does not encourage excessive risk taking We conduct an annual review of peers, as well as benchmark pay practices and pay levels to ensure compatibility We retain an independent compensation consultant to advise on director and executive compensation matters We conduct regular outreach with stockholders to discuss and review our executive compensation program We have stock ownership guidelines for all executive officers and directors We maintain a clawback policy that complies with and exceeds the SEC rules and NYSE listing standards, and we include clawback rights in our equity award agreements We have an annual Say on Pay vote | We do not have employment agreements with  executive officers We do not have “single-trigger” provisions for payout of benefits under change in control agreements We do not have tax gross-ups in severance or change in control agreements We do not allow new SERP participants We do not allow executive loans We do not permit hedging or pledging of stock by directors and executive officers We do not pay dividends on equity awards until performance units are earned or time-based awards vest We do not allow repricing or backdating of stock options We do not provide excessive perquisites to our executives | ||
Acuity Inc. | 2026 Proxy Statement | 8 |
PROXY STATEMENT SUMMARY
Pay and Performance Alignment
At Acuity, the core tenet of our executive compensation philosophy continues to be “pay aligned to performance.” As such,
a significant portion of the direct compensation opportunity for our NEOs is variable and “at-risk” since it is based on the
achievement of financial performance goals, the value of our stock and an individual performance assessment. The
following graphic and table show the various elements of direct compensation and target pay mix for our NEOs. For fiscal
2025, our CEO’s variable pay represented 90% of total direct compensation opportunity, and for our other NEOs, variable
pay represented on average approximately 78% of total direct compensation opportunity.
ELEMENTS OF FISCAL 2025 DIRECT COMPENSATION
10%
22%
15%
Other
NEOs
78%
Performance-
Based
CEO
90%
Performance-
Based
54%
24%
75%
Vehicle and Measures | Objective |
Long-Term Incentive Award | |
§For the CEO, weighting includes: §75% PSUs, with 50% based on three-year adjusted ROIC in excess of WACC, and 25% based on TSR; and §25% RSUs §For other NEOs, weighting includes: §60% PSUs, with 40% based on three-year adjusted ROIC in excess of WACC, and 20% based on rTSR; and §40% RSUs | §Provide variable equity compensation opportunity based on achievement of performance goals over a three-year period; §Reward Company and individual performance over the long term; §Help ensure a balanced perspective of both company- specific and relative performance; §Encourage and reward long-term appreciation of stockholder value; §Encourage long-term retention through three-year performance period associated with PSUs and three- year vesting periods for RSUs; and §Align interests of executives with those of stockholders. |
Short-Term Incentive Award | |
For all NEOs: §Company Performance (80%) (each as may be adjusted): §Net sales (34%) §Operating profit (33%) §Free cash flow (non-GAAP) (33%) §Individual Performance (20%): §Including EarthLIGHT goals | §Provide variable cash compensation opportunity based on achievement of annual performance goals aligned with business objectives; §Reward focus on operational performance, profitability, and cash flow generation; and §Reward individual performance and achievement of EarthLIGHT goals aligned with Company and stockholder interests. |
Base Salary | |
§Provide a competitive level of fixed cash compensation; and §Reward individual performance, level of experience, and responsibility. | |
Acuity Inc. | 2026 Proxy Statement | 9 |
PROXY STATEMENT SUMMARY
Fiscal 2025 Performance
We achieved the following:
Fiscal Year Ended August 31 ($ in millions, except diluted earnings per share) | GAAP | Non-GAAP(1) |
Net Sales (GAAP) | ||
Diluted Earnings Per Share (GAAP) / Adjusted Diluted Earnings Per Share (Non-GAAP) | ||
Net Cash Flow From Operating Activities (GAAP) / Free Cash Flow (Non-GAAP) | ||
(1)This column includes non-GAAP financial measures used by the Board and management to assess the performance of the business. See Appendix A
for reconciliations to the most directly comparable financial measures calculated in accordance with GAAP.
Net sales of $4.3 billion for the year ended August 31, 2025 increased by $504.6 million, or 13.1%, compared with the
prior-year period due primarily to increases in sales in both our Acuity Intelligent Spaces and Acuity Brands Lighting
segments. The increase in our Acuity Intelligent Spaces segment was driven by the acquisition of QSC, which contributed
$428.6 million in sales, as well higher net sales of our Atrius and Distech products. Additionally, net sales increased in our
Acuity Brands Lighting segment due primarily to higher net sales within the independent sales and direct sales networks,
partially offset by lower net sales within the corporate accounts and retail channels.
Diluted earnings per share for fiscal 2025 was $12.53 compared with $13.44 for the prior-year period, a decrease of
$0.91, or 6.8%. This decrease reflects lower net income, as well as higher outstanding diluted shares. Adjusted diluted
earnings per share for fiscal 2025 was $18.01 compared with $15.56 for the prior-year period, an increase of $2.45 per
share or 15.7%. The improvement in adjusted diluted earnings per share reflects higher adjusted net income.
We generated $601 million of cash flows from operating activities during fiscal 2025 compared with $619 million in the
prior-year period, a decrease of $17.8 million. The decrease was primarily due to acquisition-related items, the timing of
tariff payments, and accelerated inventory purchases driven by the tariff policy. We allocated $68.4 million in capital
expenditures to support organic growth in our business, $1.2 billion to acquisitions, $200 million to repay a portion of our
term loan, $20.6 million in dividends paid to stockholders, and $118.5 million to repurchases of approximately 436
thousand shares.
Financial Performance Measures for Short-Term Incentive Program
The financial performance measures and their relative weightings are established by the Compensation and Management
Development Committee and ratified by the Board early in the fiscal year. In selecting appropriate performance measures,
the Compensation and Management Development Committee considers management’s recommendations, which
incorporate and consider the long- and short-term strategic goals of the Company, and reviews available peer company
information and other market data provided by its compensation consultant.
Acuity Inc. | 2026 Proxy Statement | 10 |
PROXY STATEMENT SUMMARY
Each of the financial performance measures shown below may be adjusted to exclude the impact of: (a) special charges
for streamlining efforts and impairments; (b) the distortive effect of business acquisitions and/or dispositions; (c) purchase
accounting adjustments; (d) significant changes in income tax rates or regulations; (e) significant changes in foreign
currency; (f) refinancing or extinguishment of debt; (g) changes in accounting principles or accounting policies; and (h) any
other unusual gain or loss or event deemed appropriate by the Compensation and Management Development Committee.
SHORT-TERM INCENTIVE PROGRAM FINANCIAL PERFORMANCE MEASURES | |||||||
Measure(2) | Weighting | Performance Objectives(1) | Actual as Adjusted(3) (in millions) | Achievement % (rounded) | Weighted Payout % (rounded) | ||
Threshold | Target | Maximum | |||||
Net sales |  |  | $4,346 | 84% | 29% | ||
Operating profit |  |  | $689 | 99% | 33% | ||
Free cash flow (non-GAAP) |  |  | $589 | 103% | 34% | ||
Company Payout Percentage | 96% | ||||||
(1)Threshold, Target and Maximum are payable at 50%, 100% and 200%, respectively.
(2)Net sales, operating profit and free cash flow (non-GAAP) may be adjusted pursuant to the Short-Term Incentive Plan. See Appendix B for
reconciliations of non-GAAP measures to the most directly comparable financial measures calculated in accordance with GAAP and information relating
to the calculation of these performance measures.
(3)Adjustments to results for items not contemplated when the targets were set in fiscal 2025 are described in Appendix B.
Performance-Based Incentive Compensation
The Compensation and Management Development Committee made no compensation program design changes for our
NEOs for fiscal 2025, but made key compensation decisions as discussed below.
Short-term incentive program (“STIP”) payouts for fiscal 2025 were based on the achievement of previously established
financial performance measures and the achievement of individual performance goals. Eighty percent (80%) of the cash
incentive opportunity could be earned based on the Company’s performance relative to net sales, operating profit and free
cash flow, each as adjusted pursuant to the Acuity Inc. Short-Term Incentive Plan as described in Appendix B. The actual
financial performance resulted in achievements of net sales at 84%, adjusted operating profit at 99% and adjusted free
cash flow at 103%. The weighting of each financial measure resulted in a payout on the financial component of 96%.
Twenty percent (20%) of the cash incentive opportunity could be earned based on achievement of individual performance
goals, which include EarthLIGHT goals. Each NEO’s final STIP payout was calculated by taking the sum of the individual
participant’s base salary multiplied by their STIP target percent, then applying the achievement level of the financial
performance measures and the individual performance level.
The Board granted NEOs equity awards for fiscal 2025 in October 2024 under the LTIP as follows:
§For the CEO (a) 75% in the form of PSUs that vest, if at all, three years from the grant date based on performance, and
(b) 25% in the form of RSUs that vest ratably over a three-year period.
§For all other NEOs (a) 60% in the form of PSUs that vest, if at all, three years from date of grant based on performance,
and (b) 40% in the form of RSUs that vest ratably over a three-year period.
The actual number of PSUs earned will be determined at the end of the three-year period based on the level of
achievement of adjusted ROIC in excess of established WACC thresholds and our relative ranking against the S&P 400
Capital Goods Index, both of which may allow for an earned payout up to two times the number of PSUs
originally awarded. If the threshold financial performance measures are not achieved, no PSUs are earned.
Acuity Inc. | 2026 Proxy Statement | 11 |
Corporate Governance at Acuity
ITEM 1: | ELECTION OF DIRECTORS | ||
The Board has nominated the nine current directors listed below to be re-elected to serve a one-year term expiring at
our next annual meeting of stockholders or until a successor is elected or qualified.
Neil M. Ashe
Marcia J. Avedon, Ph.D.
W. Patrick Battle
Michael J. Bender
G. Douglas Dillard, Jr.
James H. Hance, Jr.
Maya Leibman
Laura G. O’Shaughnessy
Mark J. Sachleben
Our Bylaws provide that the number of directors constituting the Board shall be determined from time to time by the
Board. Currently, the number of directors constituting the Board is fixed at nine. All of the director nominees listed
above were recommended to the Board for re-election by the Governance Committee. If elected, each nominee will
hold office for a one-year term expiring at our next annual meeting or until a successor is elected or qualified.
Our Corporate Governance Guidelines provide that persons will not be nominated for election after their 75th birthday
unless the Board, on the recommendation of the Governance Committee, determines that due to unique or
extenuating circumstances it is in the best interests of the Company and its stockholders to waive such limitation.
Directors are expected to offer to resign as of the annual meeting following their 75th birthday. The Board waived the
age requirement for Mr. Hance, age 81, who has been nominated for election at this Annual Meeting. The Company
benefits from Mr. Hance’s diverse skills and experience, including, but not limited to, his experience in various roles at
Bank of America Corporation such as Vice Chairman and Chief Financial Officer, and his prior service on the board of
directors of other public companies such as Ford Motor Company and Morgan Stanley. In addition, the Company
benefits from the insight and service that Mr. Hance provides, as well as his continuity of service, in light of the five
new independent directors who have joined the Company’s Board since 2020.
The persons named in the accompanying proxy, or their substitutes, will vote for the election of the nine nominees. No
proposed nominee is being elected pursuant to any arrangement or understanding between the nominee and any
other person or persons. All nominees have consented to stand for election at this meeting. If any of the proposed
nominees become unable or unwilling to serve, the persons named as proxies in the accompanying proxy, or their
substitutes, shall have full discretion and authority to vote or refrain from voting for any substitute nominees in
accordance with their judgment.
A summary of each director nominee’s business experience and qualifications, other public company directorships
held currently or in the last five years, and membership on the standing committees of the Board of the Company
is below.
 | The Board recommends that you vote FOR each of the Director Nominees. | |
Acuity Inc. | 2026 Proxy Statement | 12 |
CORPORATE GOVERNANCE AT ACUITY
Director Information
Board Skills and Experience Summary
| Executive Leadership: Experience as a public company CEO or other executive officer, either current or past; or a senior executive, division president, or functional leader within a complex organization |  |
| Corporate Governance: Current or previous service on a public company board of directors; or understanding of public company operating responsibilities and with issues commonly faced by public companies | |
| Strategic Growth and Development: Knowledge of strategic planning and mergers and acquisitions in large organizations operating in multiple geographies | |
 | Operational/Manufacturing: Experience in the oversight of large-scale operations, including manufacturing in industries similar to the ones in which the Company operates |  |
| Finance, Accounting and Capital Markets: Knowledge of finance or financial reporting; experience with debt/capital market transactions; or experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor | |
| Human Capital and Talent Management: Experience in attracting, developing and retaining talent and building strong cultures | |
| Enterprise Risk Management: Experience in oversight of enterprise-wide risk management, including cybersecurity; or experience in creating long-term value by embracing opportunities and managing risks deriving from sustainability developments |  |
| Engineering, Technology and Innovation: Experience in leading edge engineering and technology innovation; experience in digital transformation of a business | |
Acuity Inc. | 2026 Proxy Statement | 13 |
CORPORATE GOVERNANCE AT ACUITY
Director Nominees
SKILLS AND QUALIFICATIONS Mr. Ashe brings to our Board extensive executive leadership experience and demonstrated ability to lead innovation, growth and change in competitive and fast- moving industries. His expertise, including in the following areas, qualifies him to serve as a director of our Board: executive leadership; corporate governance; strategic growth and development; operations and manufacturing; finance, accounting and capital markets; human capital and talent management; enterprise risk management; and engineering, technology and innovation. CAREER HIGHLIGHTS §Chairman of the Board of the Company since January 2021 §President and Chief Executive Officer of the Company since January 2020 §CEO of Faster Horses LLC, which invests in, operates and advises companies that are embracing the power of digital to grow and change their businesses, from February 2017 to December 2019 §President and CEO, Global eCommerce & Technology, of Walmart, Inc., a multi-national retail corporation, from January 2012 to January 2017 §President of CBS Interactive, an online content network for information and entertainment, from July 2008 to July 2011 §CEO of CNET Networks, Inc., an online platform that provides media and marketing services, from 2006 to 2008 §Served on the Boards of Directors of numerous companies, including CNET Networks, Inc. and AMC Networks, Inc. OTHER PUBLIC COMPANY DIRECTORSHIPS §Current: None §Previous (during the past 5 years): Vericity, Inc. | ||
NEIL M. ASHE Director Since: 2020 Age: 58 Non-Independent (Chairman, President and Chief Executive Officer) Committees: None |
SKILLS AND QUALIFICATIONS Dr. Avedon brings to our Board over 30 years of experience leading organizational transformation, talent and succession management, culture change, corporate social responsibility and communications. Her expertise, including in the following areas, qualifies her to serve as a director of our Board: executive leadership; corporate governance; strategic growth and development; operations and manufacturing; finance, accounting and capital markets; human capital and talent management; enterprise risk management; and engineering, technology and innovation. CAREER HIGHLIGHTS §Founder and CEO, Avedon Advisory LLC, an executive coaching, consulting and educational services company, since April 2022 §Executive Vice President, Chief Human Resources, Marketing and Communications Officer for Trane Technologies PLC, a climate control innovation company (previously Ingersoll Rand, plc), from March 2020 to April 2022 §Executive Vice President, Chief Human Resources, Marketing and Communications Officer for Ingersoll Rand, plc, a global diversified industrial and climate solutions provider, from December 2019 to March 2020, and Senior Vice President, Human Resources, Communications and Corporate Affairs for Ingersoll Rand, plc, from February 2007 to December 2019 §Chief HR Officer of Merck & Company from January 2002 to December 2006 §Positions in Human Resources of increasing responsibility at Honeywell International from 1995 to 2002 §Early career included positions in human resources at Anheuser-Busch Companies, Inc. and as a consultant with Booz, Allen & Hamilton, Inc. §Served on the Board of Lincoln National Corporation OTHER PUBLIC COMPANY DIRECTORSHIPS §Current: Generac Holdings Inc. §Previous (during the past 5 years): None | ||
MARCIA J. AVEDON, Ph.D. Director Since: 2022 Age: 64 Independent Committees: Compensation and Management Development; Governance |
Acuity Inc. | 2026 Proxy Statement | 14 |
CORPORATE GOVERNANCE AT ACUITY
SKILLS AND QUALIFICATIONS Mr. Battle brings to our Board extensive operational, strategic, and marketing expertise gained through his senior leadership positions. His expertise, including in the following areas, qualifies him to serve as a director of our Board: executive leadership; corporate governance; strategic growth and development; operations and manufacturing; finance, accounting and capital markets; human capital and talent management; and engineering, technology and innovation. CAREER HIGHLIGHTS §Managing Partner of Stillwater Family Holdings since 2010 §Executive Chairman of Diamond Baseball Holdings, an organization that owns and operates select Minor League Baseball clubs affiliated with Major League Baseball, since December 2021 §Chairman of IMG College (formerly known as The Collegiate Licensing Company, “CLC”), a national collegiate licensing and marketing firm, from 2007 to 2011; prior to joining IMG in 2007, Mr. Battle was president and CEO of CLC, where he worked since 1984 OTHER PUBLIC COMPANY DIRECTORSHIPS §Current: MasterCraft Boat Holdings, Inc. §Previous (during the past 5 years): None | ||
W. PATRICK BATTLE Director Since: 2014 Age: 62 Independent Committees: Compensation and Management Development; Governance |
SKILLS AND QUALIFICATIONS Mr. Bender brings to our Board a strong background as an executive leader with extensive experience operating businesses at scale in the retail, integrated healthcare, real estate, e-commerce and global food and beverage industries. His expertise, including in the following areas, qualifies him to serve as a director of our Board: executive leadership; corporate governance; strategic growth and development; operational and manufacturing; finance, accounting and capital markets; human capital and talent management; enterprise risk management; and engineering, technology and innovation. CAREER HIGHLIGHTS §Chief Executive Officer of Kohl’s Corporation, an omnichannel retailer, since May 2025 §President and CEO of Eyemart Express, LLC (“Eyemart”), an eyecare retailer, from January 2018 to April 2022, having previously served as President of Eyemart from September 2017 to January 2018 §Chief Operating Officer, Global eCommerce of Walmart Inc. (“Walmart”), a multinational retail corporation, from July 2014 to February 2017, following service in various executive level positions at Walmart, including EVP and President of West Business Unit from 2011 to 2014; SVP, Mountain Division from 2010 to 2011; and Vice President and General Manager of Southwest Region from 2009 to 2010 §Various senior level positions from 2003 to 2007 at Cardinal Health, Inc., a global, integrated healthcare services and products company, including President and General Manager, Retail and Alternate Care §Vice President, Store Operations of L-Brands, Inc., Victoria Secret Stores, an international specialty retailer, from 1999 to 2002 §Variety of sales, finance, and operating roles at PepsiCo, Inc., a global food and beverage company, from 1984 to 1999 §Served on the Board of Ryman Hospitality Properties, Inc. and serves on the Board of various private companies OTHER PUBLIC COMPANY DIRECTORSHIPS §Current: Kohl’s Corporation | ||
MICHAEL J. BENDER Director Since: 2022 Age: 64 Independent Committees: Audit; Governance |
Acuity Inc. | 2026 Proxy Statement | 15 |
CORPORATE GOVERNANCE AT ACUITY
SKILLS AND QUALIFICATIONS Mr. Dillard brings to our Board financial and strategic expertise, including his vast and relevant experience with software and business service companies, which is fundamental to the Company’s current strategic direction. His expertise, including in the following areas, qualifies him to serve as a director of our Board: executive leadership; corporate governance; strategic growth and development; finance, accounting and capital markets; human capital and talent management; enterprise risk management; and engineering, technology and innovation. CAREER HIGHLIGHTS §Special Advisor for Silver Lake, a global technology investment firm, since 2025 §Founder and Managing Partner of Slewgrass Capital, LLC, and Slewgrass Partners, LLC, a family investment fund, since 2017 §Co-Managing Partner of Standard Pacific Capital (“Standard Pacific”), an investment management firm, from 2005 to 2016 §Investment Partner of Standard Pacific from 1998 to 2005, responsible for the firm’s investments in software and business service companies and non-Asia emerging markets §Co-Portfolio Manager of Standard Pacific’s flagship Global Fund from 2005 to 2016 §Adjunct professor at the McDonough School of Business at Georgetown University since 2017 OTHER PUBLIC COMPANY DIRECTORSHIPS §Current: None §Previous (during the past 5 years): None | ||
G. DOUGLAS DILLARD, JR. Director Since: 2017 Age: 55 Independent Committees: Audit; Governance |
SKILLS AND QUALIFICATIONS Mr. Hance brings to our Board extensive leadership, operational, and financial expertise, as well as significant corporate governance knowledge from his service on other large public company boards. His expertise, including in the following areas, qualifies him to serve as a director of our Board: executive leadership; corporate governance; strategic growth and development; operations and manufacturing; finance, accounting and capital markets; human capital and talent management; enterprise risk management; and engineering, technology and innovation. CAREER HIGHLIGHTS §Operating executive of The Carlyle Group Inc., a global investment firm, since 2005 §Vice Chairman of Bank of America Corporation, a bank and financial holding company, from 1993 to 2005; Chief Financial Officer from 1988 to 2004 §Chairman and co-owner of Consolidated Coin Caterers Corporation, a manufacturer, marketer, and distributor of soft drinks, from 1985 to 1986 §Partner at PricewaterhouseCoopers, a multinational professional services brand of firms, from 1979 to 1985; audit staff from 1969 until 1978 §Certified Public Accountant §Served on the Boards of Directors of numerous companies, including Cousins Properties Incorporated, Duke Energy Corporation, Ford Motor Company, Parkway, Inc., Sprint-Nextel Corporation, Rayonier, Inc., EnPro Industries, Morgan Stanley, and Bank of America Corporation OTHER PUBLIC COMPANY DIRECTORSHIPS §Current: The Carlyle Group Inc. §Previous (during the past 5 years): None | ||
JAMES H. HANCE, JR. Director Since: 2014 Age: 81 Independent Committees: Compensation and Management Development; Governance (Chair) |
Acuity Inc. | 2026 Proxy Statement | 16 |
CORPORATE GOVERNANCE AT ACUITY
SKILLS AND QUALIFICATIONS Ms. Leibman brings to our Board extensive technology, cybersecurity, operational, strategic and leadership expertise gained through her senior leadership positions. Her expertise, including in the following areas, qualifies her to serve as a director of our Board: executive leadership; corporate governance; strategic growth and development; finance, accounting and capital markets; human capital and talent management; enterprise risk management; and engineering, technology and innovation. CAREER HIGHLIGHTS §Director, Environment Agency Board, a Non-Departmental Public Body set up under the Environment Act 1995 (UK) to take an integrated approach to environmental protection and enhancement in England, since April 2024 §Senior Advisor, American Airlines Group Inc., a publicly traded airline holdings company (“AA”), from January 2023 to January 2024 §Executive Vice President and Chief Information Officer of AA from November 2015 to December 2022 §Senior Vice President and Chief Information Officer of AA from December 2011 to November 2015 §Various roles of increasing responsibility at AA from September 1994 to July 2010 OTHER PUBLIC COMPANY DIRECTORSHIPS §Current: None §Previous (during the past 5 years): None | ||
MAYA LEIBMAN Director Since: 2020 Age: 59 Independent Committees: Compensation and Management Development (Chair); Governance |
SKILLS AND QUALIFICATIONS Ms. O’Shaughnessy brings to our Board extensive digital, technology, business development and strategic expertise gained through her various leadership positions. Her expertise, including in the following areas, qualifies her to serve as a director of our Board: executive leadership; corporate governance; strategic growth and development; finance, accounting and capital markets; human capital and talent management; and engineering, technology and innovation. CAREER HIGHLIGHTS §Independent consultant, advising brands on positioning and go-to-market strategies to test and scale products, since December 2024 §Co-Founder of The Picnic Group, Inc., a boutique holding company of food brands, and served as Chief Marketing Officer from December 2022 to December 2024 §Co-Founder of Code3 and Decile (formerly SocialCode), a technology company that manages digital and social advertising for leading consumer brands, and served as CEO from 2009 to 2020 §Business and Product Strategy Lead of the Slate Group, an online publisher, from 2009 to 2010 OTHER PUBLIC COMPANY DIRECTORSHIPS §Current: Vroom, Inc. §Previous (during the past 5 years): None | ||
LAURA G. O’SHAUGHNESSY Director Since: 2020 Age: 48 Independent Committees: Audit; Governance |
Acuity Inc. | 2026 Proxy Statement | 17 |
CORPORATE GOVERNANCE AT ACUITY
SKILLS AND QUALIFICATIONS Mr. Sachleben brings to our Board extensive financial, digital technology, and strategic planning expertise, as well corporate governance experience gained through his senior leadership positions. His expertise, including in the following areas, qualifies him to serve as a director of our Board: executive leadership; corporate governance; strategic growth and development; finance, accounting and capital markets; human capital and talent management; enterprise risk management; and engineering, technology and innovation. CAREER HIGHLIGHTS §Advisor to the Chief Financial Officer of New Relic, Inc. (“New Relic”), an engineer focused, data-driven company, from August 2022 to May 2023 §Chief Financial Officer of New Relic from April 2008 to August 2022 §Corporate Secretary of New Relic from February 2018 to August 2022 §Vice President of Finance of Wily Technology, Inc., a software company, from December 1999 to March 2006 OTHER PUBLIC COMPANY DIRECTORSHIPS §Current: None §Previous (during the past 5 years): MeridianLink, Inc. | ||
MARK J. SACHLEBEN Director Since: 2021 Age: 60 Independent Committees: Audit (Chair); Governance |
Acuity Inc. | 2026 Proxy Statement | 18 |
CORPORATE GOVERNANCE AT ACUITY
Director Nomination Process
Annual Assessment of Size, Composition and Structure
The Governance Committee, comprised of all of our independent directors, is responsible for recommending to the Board
the director nominees to be elected by our stockholders each year at our annual meeting of stockholders. The
Governance Committee is also responsible for recommending to the Board any nominees for appointment to fill a new
Board seat or Board vacancy. To fulfill these responsibilities, the Governance Committee annually assesses the
requirements of the Board and makes recommendations to the Board regarding its size, composition and structure.
Incumbent Nominations
In determining whether to nominate an incumbent director for re-election, the Governance Committee, in consultation with
the Board Chair and the Lead Director, evaluates each incumbent director’s continued service in light of the current
assessment of the Board’s requirements, taking into account factors such as evaluation of the incumbent’s performance.
Identification and Consideration Process of a New Nominee
1 | Identification of Qualified Candidates | |
The Governance Committee first identifies a qualified candidate or candidates. Candidates may be identified through: the engagement of an outside search firm; recommendations from independent directors, the Board Chair, management or other advisors to the Company; or stockholder recommendations. | ||
2 | Review of Qualifications | |
The Governance Committee reviews the qualifications of each candidate. As expressed in our Corporate Governance Guidelines, we do not set specific criteria for directors, but the Governance Committee reviews the qualifications and skills of each candidate, including, but not limited to, the candidate’s experience, judgment, diversity, and experience in or knowledge of marketing, innovation, manufacturing, cybersecurity, software, electronic and distribution technologies, international operations, and accounting or financial management. | ||
3 | Candidate Interview | |
Final candidates are interviewed by multiple Governance Committee members, as well as the Board Chair and the Lead Director (who currently is the Governance Committee Chair). | ||
4 | Recommendation | |
The Governance Committee makes a recommendation to the Board based on its review, the results of interviews with the candidates, and all other available information. | ||
5 | Final Decision | |
The Board makes the final decision on whether to invite a candidate to join the Board after completion of independence, reference and background checks. | ||
6 | Invitation | |
The Board-approved invitation is extended by the Governance Committee Chair and the Board Chair. | ||
Acuity Inc. | 2026 Proxy Statement | 19 |
CORPORATE GOVERNANCE AT ACUITY
Importance of Board Diversity
Our Corporate Governance Guidelines provide that the Governance Committee should consider diversity when
reviewing the appropriate experience, skills and characteristics required of directors. In evaluating director candidates,
the Governance Committee considers the diversity of the experience, skills and characteristics that each candidate
brings to the Board and whether the candidate’s background, qualifications and characteristics will complement the
overall membership of the Board. For purposes of Board composition, diversity also may include, among other unique
characteristics, age, gender, ethnicity, race, national origin and/or geographic background. The Governance
Committee and the Board seek to maintain a Board comprised of talented and dedicated directors with a diverse mix
of skills, backgrounds and expertise in areas that will foster the Company’s continued business success and that will
reflect the diverse nature of the business environment in which we operate. The Board maintains a Board Diversity
Policy which is available on the Company’s website at www.acuityinc.com under Investors then Governance –
Committee Charters & Governance Documents.
Importance of Time Commitment
The Board believes that directors must be willing to devote sufficient time to carrying out their duties and
responsibilities effectively and should be committed to serve on the Board for an extended period of time. Therefore,
our Corporate Governance Guidelines generally prohibit (i) an outside director from serving on more than four public
company boards (including our Board) at one time, (ii) our CEO from serving on more than two public company boards
(including our Board) at one time, and (iii) the Board Chair or Lead Director from serving on more than three public
company boards (including our Board).
Stockholder Recommendations for Candidates for Director
Pursuant to a policy adopted by the Board, the Governance Committee will consider recommendations for candidates for
director from stockholders made in writing via certified mail and addressed to the attention of the Chair of the Governance
Committee, c/o Corporate Secretary, Acuity Inc., 1170 Peachtree Street, N.E., Suite 1200, Atlanta, Georgia 30309. The
Governance Committee will consider such recommendations on the same basis as those from other sources.
Stockholders making recommendations for candidates for director should provide the same information required for
director nominations by stockholders at an annual meeting, and such recommendations must be received by the
Company in accordance with the advance notice provision of our Bylaws, each as explained in the section entitled Next
Annual Meeting – Stockholder Proposals and Director Nominations.
Proxy Access Nominations
Our Bylaws enable a stockholder, or a group of up to 20 stockholders, owning 3% or more of our outstanding common
stock continuously for at least three years to nominate and include in our proxy materials director candidates constituting
up to the greater of 20% of the number of directors then in office or two directors, subject to the requirements specified in
our Bylaws. Stockholders who wish to nominate director candidates for inclusion in our proxy materials under our proxy
access Bylaw provisions must satisfy the requirements (including, but not limited to, the timelines) in our Bylaws as
described in the section entitled Next Annual Meeting – Stockholder Proposals and Director Nominations. The Board
expects to evaluate any director candidates nominated through the proxy access process in a manner similar to that used
to evaluate other director candidates.
Acuity Inc. | 2026 Proxy Statement | 20 |
CORPORATE GOVERNANCE AT ACUITY
Board Refreshment and Succession Planning Since 2020, we have added skills, expertise and diversity to the Board with the addition of Mr. Bender (September 2022), Dr. Avedon (June 2022), Mr. Sachleben (August 2021), Ms. O’Shaughnessy (June 2020) and Ms. Leibman (February 2020) in areas such as executive leadership, strategic growth and development, engineering, technology, innovation, finance, accounting, human capital and talent management, and enterprise risk management. It is the intention of the Board to continue this refreshment process over the coming years as we plan for the retirement of certain members of the Board, when additional skills and expertise are identified during the annual assessment process, or as a result of our strategic planning process. | 5 new independent directors since 2020 | ||
Director Independence
The Board is responsible for supervising the management of the Company. The Board has reviewed and determined that
all of its current members, except Neil M. Ashe, the Chairman, President and CEO, have no material relationship with the
Company and are independent, based on the listing standards of the NYSE, the categorical standards in our Corporate
Governance Guidelines, and a finding of no other material relationships. Our Corporate Governance Guidelines are
available on our website at www.acuityinc.com under Investors then Governance – Committee Charters &
Governance Documents.
Board and Committees
Board Leadership Structure
The Board believes that no single leadership structure fits all organizations. The Board, using its diverse skills and
experience, considers the most appropriate leadership structure for our Company based on the specific circumstances
and challenges we face. The independent Board members challenge management and demonstrate independence and
free thinking as necessary to ensure effective oversight. The Board also prioritizes stockholder engagement and
discusses feedback received. As a result, the Board is in the best position to evaluate the relative benefits and challenges
of different Board leadership structures, and ultimately decides which one best serves the interests of all of our
stakeholders. The independent directors, therefore, believe that the Company’s current structure, with an independent
Lead Director and standing committees consisting entirely of independent directors, provides strong independent
leadership and oversight, as well as efficient and clear leadership, communication and administration.
Duties and Responsibilities of the Board Chair
Our Corporate Governance Guidelines provide that whenever the Board Chair is a member of management, there will be
an independent Lead Director. Some of the responsibilities of the Board Chair include, but are not limited to:
§facilitating the flow of information between management and the Board;
§providing an appropriate amount of management oversight;
§facilitating the efficient operation of the Board by ensuring the Board is fulfilling its obligations and duties; and
§framing effective strategic alternatives based on extensive knowledge of the Company and the industry in which
it operates.
Acuity Inc. | 2026 Proxy Statement | 21 |
CORPORATE GOVERNANCE AT ACUITY
Duties and Responsibilities of the Lead Director
Our Lead Director is an independent director appointed each year by the independent members of the Board after the
annual meeting of stockholders. The Lead Director’s responsibilities, as described in our Corporate Governance
Guidelines, include:
§providing oversight to ensure the Board works in an independent, cohesive fashion;
§ensuring Board leadership in the absence or incapacitation of the Board Chair;
§chairing Board meetings when the Board Chair is not in attendance;
§coordinating with the Board Chair to ensure the conduct of the Board meeting provides adequate time for
serious discussion of appropriate issues and that appropriate information is made available to Board members on a
timely basis;
§chairing executive sessions and acting as liaison between the independent directors and the Board Chair on matters
raised in such sessions; and
§coordinating with the Board Chair and CEO, or if they are not the same person, the CEO, to set the agenda for
Board meetings.
In addition, the Lead Director meets separately each quarter with our General Counsel and is entitled to request material
and receive notice of and attend all Board committee meetings and to discuss other matters, as needed, directly with our
General Counsel.
The Board believes that having an independent Lead Director whose responsibilities closely parallel those of an
independent chair ensures that the appropriate level of independent oversight is applied to all Board decisions.
Our Corporate Governance Guidelines provide that our Board will include a majority of independent directors. Eight of our nine current directors, who are also our director nominees, are independent. In addition, only independent directors serve as members of the Audit Committee, the Compensation and Management Development Committee, and the Governance Committee. Each of the standing committees is led by a committee chair who sets the agenda for the committee and reports to the full Board on the committee’s work. The independent members of the Board and the independent members of each of the standing committees meet quarterly in executive session. | 89% Independent (Current Directors) |
Acuity Inc. | 2026 Proxy Statement | 22 |
CORPORATE GOVERNANCE AT ACUITY
Committees of the Board
The Board has delegated certain functions to the Audit Committee, the Compensation and Management Development
Committee, and the Governance Committee. Our committee Charters describe the responsibilities of each standing
committee. The Board annually reviews the composition of our standing committees to consider and determine
opportunities for committee membership rotation and succession planning. For information about where to access the
Charters, see Governance Policies and Procedures.
Audit Committee | ||
Members:* | Roles and Responsibilities of the Committee: | Number of Meetings Held in Fiscal 2025: |
Mark J. Sachleben (Chair) Michael J. Bender G. Douglas Dillard, Jr. Laura G. O’Shaughnessy | §Matters pertaining to our auditing, internal control, financial reporting and financial risk exposures (including cybersecurity), as set forth in the Audit Committee’s report (see Report of the Audit Committee) and in its Charter. §Each quarter, the Audit Committee meets separately with the independent registered public accounting firm, the internal auditor, the Chief Financial Officer, the General Counsel, and the Chief Compliance Officer without other management present. §Annually, the Audit Committee evaluates the performance of the independent registered public accounting firm in relation to its functions and responsibilities (see Selection and Engagement of the Independent Registered Public Accounting Firm). | 5 |
* Each member of the Audit Committee is independent under the requirements of the SEC and the Sarbanes-Oxley Act of 2002. In addition, the Board has determined that each member of the Audit Committee meets the current independence and financial literacy requirements of the listing standards of the NYSE. The Board has determined that each of the members of the Audit Committee satisfy the “audit committee financial expert” criteria adopted by the SEC and that each of them has accounting and related financial management expertise required by the listing standards of the NYSE. | ||
Compensation and Management Development Committee | ||
Members:* | Roles and Responsibilities of the Committee: | Number of Meetings Held in Fiscal 2025: |
Maya Leibman (Chair) Marcia J. Avedon, Ph.D. W. Patrick Battle James H. Hance, Jr. Mark J. Sachleben** | §Matters relating to the evaluation and compensation of the executive officers and non-employee directors, as described in its Charter. §Matters relating to management development and succession. §At most regularly scheduled meetings, the Compensation and Management Development Committee meets privately with an independent compensation consultant without management present. §Annually, the Compensation and Management Development Committee evaluates the performance of the independent compensation consultant in relation to the its functions and responsibilities. | 5 |
* Each member of the Compensation and Management Development Committee is independent under the listing standards of the NYSE and a non-employee director under Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Board has determined that each member of the Compensation and Management Development Committee meets the additional independence requirements applicable to compensation committees under NYSE listing standards. ** Mr. Sachleben served on the Compensation and Management Development Committee in fiscal 2025 until he became the Chair of the Audit Committee in January 2025. | ||
Acuity Inc. | 2026 Proxy Statement | 23 |
CORPORATE GOVERNANCE AT ACUITY
Compensation Committee Interlocks and Insider Participation
The directors who served on the Compensation and Management Development Committee of the Board during the fiscal
year ended August 31, 2025, were Marcia J. Avedon, Ph.D., W. Patrick Battle, James H. Hance, Jr., Maya Leibman and
Mark J. Sachleben. None of these individuals are, or ever have been, officers or associates of the Company. During fiscal
2025, none of our executive officers served as a director or on the compensation committee of any entity for which any of
these individuals served as an executive officer, and there were no other compensation committee interlocks with the
entities with which these individuals or our other directors are affiliated.
Governance Committee | ||
Members:* | Roles and Responsibilities of the Committee: | Number of Meetings Held in Fiscal 2025: |
James H. Hance, Jr. (Chair) Marcia J. Avedon, Ph.D. W. Patrick Battle Michael J. Bender G. Douglas Dillard, Jr. Maya Leibman Laura G. O’Shaughnessy Mark J. Sachleben | §Reviewing matters pertaining to the composition, organization and practices of the Board. §Recommending changes to the Corporate Governance Guidelines. §Recommending changes to and overseeing the administration of the Code of Ethics and Business Conduct. §Overseeing our sustainability initiatives through our EarthLIGHT program. §Periodic evaluation of the Board and individual directors. §Recommending to the full Board a slate of directors for election by stockholders at the annual meeting and candidates to fill a new Board position or any vacancies on the Board as explained in greater detail in the section entitled Director Nomination Process. | 5 |
* The Board has determined that each member of the Governance Committee is independent under the listing standards of the NYSE. | ||
Director Engagement
Board Meetings and Attendance
During the fiscal year ended August 31, 2025, the Board held five regular meetings. Each incumbent member of the Board
attended 75% or more of the aggregate of (i) the total number of meetings of the Board held during fiscal 2025 (during the
period for which such person served as a director), and (ii) the total number of meetings of each committee of the Board
held during fiscal 2025 (during the period for which such person served as a member of the committee).
The Company does not have a formal policy regarding director attendance at its annual meeting of stockholders, but
expects directors to attend. All directors attended the most recent annual meeting.
Meetings of Non-Management Directors
Our Corporate Governance Guidelines provide that all non-management directors meet in executive session outside the
presence of the CEO and other Company personnel during a portion of each of the Board’s meetings. As discussed
above, the Lead Director chairs these executive sessions and develops the agenda for each executive session.
Beyond the Boardroom
Our directors routinely receive updates on the Company’s strategy and operations from members of the management
team during quarterly meetings that allow continued engagement with our associates who are involved in day-to-day
operations. In addition, the members of the Board may periodically visit one or more of the Company’s operating facilities.
When a new director is elected to the Board, the Company’s senior leadership team conducts an orientation that covers
such topics as strategy, product innovation, industry overview, sales and marketing strategies, supply chain and sourcing
management, financial highlights and planning, legal entity structure, and a general overview of the Company’s
governance policies and practices, including a review of a director’s fiduciary duties.
Acuity Inc. | 2026 Proxy Statement | 24 |
CORPORATE GOVERNANCE AT ACUITY
Board Evaluation Process
The Board believes in a robust self-evaluation process. The Board performs a full Board evaluation each year that
includes an assessment of each committee. The evaluation process described below is managed by the Corporate
Secretary’s office with oversight by the Governance Committee. The Governance Committee may retain an independent
third party to assist in the evaluation process if deemed appropriate.
1 | Completion of Questionnaires | |
All members of the Board complete a detailed confidential questionnaire on the performance of the full Board on such topics as: alignment with the Company’s mission, vision, values and long-term strategies and goals; effectiveness and commitment to fiduciary responsibilities; oversight of Company’s long-term strategy and risk management; support of a culture of mutual trust and open communications; review of Board and committee composition relating to skills, expertise, diversity, size and succession; feedback on the information provided to the Board and its committees relating timing and relevance of information from management and other advisors; productiveness and length of meetings; and effectiveness of the Board’s leadership in areas of oversight, onboarding, succession planning and facilitation. | ||
2 | Committee Self-Evaluation | |
Each standing committee also conducts self-evaluations with results being reported by each standing committee chair to the Board. The committee self-evaluations consider: committee size; experience and skills of each committee member; appropriateness of committee responsibilities; length and content of quarterly meetings; communication among committee members; and other topics as deemed specifically appropriate by each standing committee. | ||
3 | Data Analysis | |
Information is collected and analyzed, and a written report summarizing the responses is prepared and provided to the Board Chair and the Lead Director. | ||
4 | Discussion | |
The Board Chair and Lead Director review and discuss the summary report with the Governance Committee and/or the Board. | ||
5 | Follow-Up | |
Matters requiring follow-up are addressed by the Lead Director/Chair of the Governance Committee and the Board Chair. | ||
Board Responsibilities
Strategic Oversight
The Board and its standing committees are involved in oversight of our strategy, including, but not limited to, major
business and organizational initiatives, capital allocation and potential business development opportunities. Each quarter
the Board receives operational reports from senior leaders on key business activities and discusses the reports with the
senior leaders, as well as in a separate discussion amongst the Board and our executive officers. Also each quarter, the
Audit Committee of the Board receives a report from the Company’s Chief Compliance Officer regarding the Company’s
risk management activities. At least annually, the Board discusses the Company’s long-term strategy and three-year
outlook, as well as the Company’s one-year plan. The standing committees oversee elements of our strategy associated
with their respective areas of responsibility.
Acuity Inc. | 2026 Proxy Statement | 25 |
CORPORATE GOVERNANCE AT ACUITY
Board Risk Oversight
While our management team is responsible for the day-to-day management of risk, the Board has oversight responsibility
of our risk-management programs. As outlined below, the Board delegates certain elements of its risk oversight function to
its various standing committees. Each committee provides a report of its activities on a quarterly basis to the full Board,
including, where applicable, the individual committee’s risk oversight activity. We believe that this structure supports
effective risk oversight by the Board. We also encourage open communication between management and directors with
respect to risk oversight.
FULL BOARD AND COMMITTEES
Board Oversight Pursuant to our Corporate Governance Guidelines, it is the Board’s role to provide oversight of the Company’s risk management processes. The Board receives quarterly updates, where applicable, on various risks from each committee chair. In addition to the committees’ work in overseeing risk management, our Board regularly discusses significant risks that the Company may be facing. | ||
 | ||
Audit Committee | Compensation and Management Development Committee | Governance Committee |
Oversight responsibilities include meeting with management to discuss major financial risk exposures (including cybersecurity risks and the impact of emerging technologies, including, but not limited to, artificial intelligence) and the steps management has taken to monitor and control the Company’s exposure to risk, including policies with respect to financial risk assessment and risk management. | Considers risk in acquiring and retaining human capital, as well as in designing the compensation program. The goal of the latter is to appropriately balance short-term incentives and long-term performance. A discussion of the compensation risk analysis conducted by the Compensation and Management Development Committee is included in the Compensation Discussion and Analysis later in this Proxy Statement. | Responsible for the composition and evaluation of the Board and its standing committees. Also, specifically charged with oversight of the Company’s EarthLIGHT program and any associated risks, and with oversight of the Company’s Code of Ethics and Business Conduct. |
 | ||
Management routinely presents to the Audit Committee risk management and enterprise risk management reports identifying and evaluating key risks, including cybersecurity risks, and how these risks are being managed. Management provides updates throughout the year of any material changes to the risk profile and reports on any newly identified risks. In addition, at least once a year, management provides a report on the Company’s cybersecurity program, risks and strategy to the full Board. | ||
Acuity Inc. | 2026 Proxy Statement | 26 |
CORPORATE GOVERNANCE AT ACUITY
Succession Planning and Human Capital Management
The Board and our Compensation and Management Development Committee routinely review the Company’s plans for
development and succession for key management positions and provide guidance to management on these plans.
Human capital management focused on increasing talent density is important to the success of our business and
strategies. We recognize that it requires continued investment in our associates. Associate development is part of our
operating system and correlates to our preparedness to meet current and future strategic priorities of the business. The
Board takes an active interest in the capabilities required to enable the strategies, as well as the continuing evolution of
our human capital capabilities. Acuity is an equal opportunity employer, and we are committed to making employment
decisions without regard to race, color, religion, national or ethnic origin, sex, sexual orientation, gender identity or
expression, age, disability, protected veteran status, or other characteristics protected by law. We seek to retain our
associates through competitive compensation and benefits, as well as challenging work experiences with increasing levels
of responsibility. We strive to engage our associates in ways that will enhance their personal well-being and promote
job satisfaction.
Human Capital Management in Fiscal 2025
 | Associate Engagement, Workplace Culture, and Associate Value Proposition Continued our focus on our Listening Strategy and associate engagement action planning–maintaining high sustainable engagement. We remained in the Willis Towers Watson high-performance normative benchmark group, which represents the top 5% of companies included in the survey. |
 | Inclusion and Belonging Continued to use our values to guide our business actions and broaden our learning about the obstacles to associate success by listening to and engaging our associates. |
 | Health and Well-Being Continued to support the well-being of our associates and their families by developing in fiscal 2025 and launching in fiscal 2026 programs such as expanded mental health services for international associates, a new voluntary benefit that provides identify theft protection, and new covered health services for a virtual sleep clinic and virtual women’s health |
 | Management Development and Associate Training Continued to expand our management effectiveness series focused on coaching to performance. Continued to scale digital learning content and experiences to help associates expand their knowledge, skills and abilities. |
 | Associate Compensation Continued our focus on competitive positioning of our global pay, pay equity, and pay transparency and intentional pay decisions that are directly aligned to our annual talent review discussions. |
Contacting the Board of Directors
The Board has adopted a policy that allows stockholders and other interested parties to communicate directly with the
Board as a group by writing to the Board Chair, with our non-management directors as a group by writing to the Chair of
the Governance Committee, and with members of the Audit Committee as a group by writing to the Chair of the Audit
Committee, each in care of the Corporate Secretary at our principal executive offices. Our principal executive offices are
located at 1170 Peachtree Street, N.E., Suite 1200, Atlanta, Georgia 30309. All communications will be forwarded
promptly by the Corporate Secretary to the appropriate Board member.
Acuity Inc. | 2026 Proxy Statement | 27 |
CORPORATE GOVERNANCE AT ACUITY
Governance Policies and Procedures
Corporate Governance Practices
Our Board has approved a number of changes to our corporate governance practices over the past several of years. Key
actions since 2020 include:
Board Refreshment (2020-2025). Continued refreshment of our Board membership, the leadership of our standing
committees and the membership of our standing committees, including focused succession planning.
Amendment of our Certificate of Incorporation and Bylaws to Remove Supermajority Provisions (2021). We
amended our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws to eliminate
supermajority voting provisions relating to amendments to the Amended and Restated Certificate of Incorporation and the
Amended and Restated Bylaws and the removal of directors.
Amendment of our Certificate of Incorporation and Bylaws to Permit Stockholders to Call a Special Meeting
(2021). We amended our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws to
grant stockholders holding 20% or more of the Company’s outstanding common stock the ability to call a special meeting
of stockholders.
Code of Ethics and Business Conduct (2023). We amended our Code of Ethics and Business Conduct to highlight our
commitment to: remaining vigilant to prevent money laundering; designing, sourcing and producing safe quality products
for our customers; and complying with all requirements for doing business with the government or on publicly
funded projects.
Amendment and Restatement of our Incentive-Based Compensation Recoupment Policy (2023). We amended and
restated our Incentive-Based Recoupment Policy to comply with recently adopted NYSE listing standards and SEC
regulations governing compensation recovery policies. Under our policy as amended and restated, if we are required to
prepare certain types of accounting restatements, we will be required to recover or “claw back” incentive-based
compensation from any current or former executive officer, including our NEOs. We also may recover such compensation
from our executive officers’ direct reports.
Amendment of our Certificate of Incorporation to Provide for Exculpation of Certain Officers of the Company
(2024). We amended our Amended and Restated Certificate of Incorporation to provide for the exculpation of certain
officers of the Company against personal liability, to the extent permitted by the Delaware General Corporation Law.
Amendment of our Bylaws to Address Changes in SEC Rules Regarding Universal Proxy Cards and Changes in
Delaware Law (2024). We amended our Amended and Restated Bylaws to address procedural mechanics and disclosure
requirements resulting from universal proxy card rules and to address certain Delaware General Corporation
Law provisions.
Anti-Bribery and Anti-Corruption Policy and Whistleblower and Non-Retaliation Policy (2024). We amended the
Company’s Anti-Bribery and Anti-Corruption Policy and Whistleblower and Non-Retaliation Policy to reflect the various
laws and regulations in the jurisdictions where we operate as we expand geographically.
Stock Ownership Guidelines (2025). We revised the Company’s Stock Ownership Guidelines to remove unexercised
stock options and unvested performance awards from the pool of shares that are eligible to satisfy the minimum
ownership requirements of the Stock Ownership Guidelines.
Acuity Inc. | 2026 Proxy Statement | 28 |
CORPORATE GOVERNANCE AT ACUITY
Corporate Documents and SEC Filings
The following governance documents are available on our website at www.acuityinc.com under Investors then
Governance – Committee Charters & Governance Documents.
§Certificate of Incorporation
§Bylaws
§Corporate Governance Guidelines
§Audit Committee Charter
§Compensation and Management Development
Committee Charter
§Governance Committee Charter
§Board Diversity Policy
§Policy Regarding Interested Party Communications
with Directors
§Policy on Stockholder Recommendations for Board of
Director Candidates
§Anti-Bribery and Anti-Corruption Policy
§Code of Ethics and Business Conduct
§Whistleblower and Non-Retaliation Policy
§Stock Ownership Guidelines Policy
§Policy on Political Activities and Public
Policy Engagement
§Incentive-Based Compensation Recoupment Policy
Copies of any of these documents will be furnished to any interested party by written request to the Corporate Secretary,
Acuity Inc., 1170 Peachtree Street, N.E., Suite 1200, Atlanta, Georgia 30309. Our SEC filings, including Section 16 filings,
are available on our website at www.acuityinc.com under Investors then Financials–SEC Filings. Our proxy materials
and annual report are available on our website at www.acuityinc.com under Investors then Downloads–Download
Center. Information on or connected to our website is not, and should not be, considered a part of this Proxy Statement.
Compensation of Directors
Non-Employee Director Compensation
The compensation program of our non-employee directors is designed to achieve the following goals:
§provide fair pay to directors for work comparable to other companies of similar size and scope;
§align directors’ interests with the long-term interests of stockholders; and
§be simple, transparent and easy for directors and stockholders to understand.
Mr. Ashe, who is an employee of the Company, receives no additional compensation for serving as a director.
Director Fees
The compensation paid to our non-employee directors for their service on our Board and its committees is reviewed
periodically with the assistance of the Compensation and Management Development Committee’s independent
compensation consultant using comparative data from the same peer companies used to evaluate executive officer
compensation. The Committee also reviews general industry practices for companies similar in revenue size to the
Company. In fiscal 2025, the Compensation and Management Development Committee reviewed the non-employee
director compensation program and recommended the following adjustments, which the Board approved
and implemented.
§the Cash Portion (as described below) was increased from $95,000 to $105,000;
§the Non-Cash Portion (as described below) was increased from $155,000 to $175,000; and
§the fee paid to the independent Lead Director was increased from $30,000 to $35,000.
A summary of the fiscal 2025 annual fees, which include a cash portion and a non-cash portion, and other compensation
paid to directors is below.
Acuity Inc. | 2026 Proxy Statement | 29 |
CORPORATE GOVERNANCE AT ACUITY
ANNUAL FEES
In Effect Since January 2025
OTHER COMPENSATION(3) | ||
Independent Lead Director Fee: | $35,000 | |
Audit Committee Chair Fee: | $25,000 | |
Compensation and Management Development Committee Chair Fee: | $20,000 | |
Governance Committee Chair Fee: | $15,000 | |
Board Meeting Fee (for meetings in excess of six per fiscal year): | $2,000 | |
Committee Meeting Fee (for meetings in excess of six per fiscal year): | $1,500 |
$105,000
$280,000
Total Annual Fees
$175,000
(1)Approximately 37.5% of the annual fee for fiscal 2025 was payable in cash. This portion of the annual fee may, at the director’s election, be deferred as
described below.
(2)Approximately 62.5% of the annual fee for fiscal 2025 was payable in equity. This portion is required to be deferred into stock units until the director
achieves the Stock Ownership Guidelines requirement described below. Once the Stock Ownership Guidelines requirement has been met, directors may
annually elect to receive this Non-Cash Portion in the form of a restricted stock award or a deferred restricted stock unit award as described below.
(3)Any lead director, chair, or meeting fees, which are payable in cash, may also be deferred as described below.
We pay fees to our directors in a single payment after the annual meeting at which the director is elected for a one-year
term. As shown above, the annual fee is split into a Cash and Non-Cash Portion. Each director may elect the payment
form of each portion of their annual fee, subject, in some cases, to our Stock Ownership Guidelines.
Cash Portion. Each director may elect to have the Cash Portion paid in either cash or deferred into the Amended and
Restated 2011 Director Deferred Compensation Plan (the “Amended 2011 NEDC”). Amounts deferred into the Amended
2011 NEDC may be credited into either an interest-bearing cash fund or into a stock unit fund. The value of the stock unit
fund mirrors the value of the Company’s common stock and earns cash dividends that are credited to the interest-bearing
cash fund. See Director Deferred Compensation Plan below for more details about the distribution provisions of
this plan.
Non-Cash Portion. Each director may elect to have the Non-Cash Portion paid in either a restricted stock award (“RSA”)
or a deferred restricted stock unit award (“DSU”) pursuant to the Amended and Restated 2012 Omnibus Stock Incentive
Compensation Plan (the “Omnibus Incentive Plan”) if the director has met the Stock Ownership Guidelines requirement.
Prior to meeting the Stock Ownership Guidelines requirement, the Non-Cash Portion will be paid in the form of a DSU.
RSAs and DSUs become fully vested on the first anniversary of the grant date, or, if earlier, the date of the next
subsequent annual meeting of stockholders. Both RSAs and DSUs earn dividend equivalents during the vesting period at
a rate equal to the dividends paid to other holders of our common stock if and when declared. DSUs continue to earn
dividend equivalents until such time as they are distributed and such earned dividend equivalents receive interest at the
same rate as dividend equivalents earned on deferred stock units under the Amended 2011 NEDC. When a director
ceases service with the Company during the one-year vesting period, the total number of shares earned will be prorated
based on the ratio of the total number of days served to the number of days in the vesting period. Any awards not earned
will be forfeited effective as of the date a director’s service ends.
Director Deferred Compensation Plan
The Amended 2011 NEDC, which was originally approved by stockholders in January 2012 as the Acuity Brands, Inc.
2011 Nonemployee Director Deferred Compensation Plan (the “2011 NEDC”), was approved by the Board on October 25,
2021. At that time, the expiration date of the Amended 2011 NEDC was extended to October 25, 2031 and all remaining
shares available for grant under the 2011 NEDC were transferred to the Omnibus Incentive Plan.
Acuity Inc. | 2026 Proxy Statement | 30 |
CORPORATE GOVERNANCE AT ACUITY
The Amended 2011 NEDC allows for fees deferred by non-employee directors to either be credited into a deferred stock
unit account and be paid in shares following retirement from the Board or be credited to an interest-bearing cash account
to be paid in cash following retirement from the Board. Cash dividend equivalents earned on deferred stock units are
credited into the interest-bearing account. Directors may elect to have amounts from the Amended 2011 NEDC paid in
either a lump sum or in five equal installments. The cash fund amounts are paid in cash and the stock unit fund is
converted and distributed as shares of the Company’s common stock. Deferred stock units that were contributed prior to
January 2022 will be distributed from the 2011 NEDC share reserve, while deferred stock units that are contributed in or
after January 2022 will be distributed from the Omnibus Incentive Plan share reserve.
Stock Ownership Guidelines
Each non-employee director is subject to Stock Ownership Guidelines that require the director to attain ownership in our
common stock having a value of five times the Cash Portion of the Annual Fee (the “Minimum Ownership Guidelines”).
The Minimum Ownership Guidelines were equal to $525,000 in fiscal 2025. The Stock Ownership Guidelines allow
directors a period of five years from their date of appointment to achieve their ownership requirement, and, for subsequent
adjustments, a supplemental five-year period with respect to the additional ownership required as a result of the
adjustment. For purposes of the Minimum Ownership Guidelines, directly held shares, deferred stock units, vested and
unvested DSUs, and unvested RSAs are counted. During fiscal 2025, each of our non-employee directors met the
Minimum Ownership Guidelines. See Beneficial Ownership of the Company’s Securities.
Fiscal 2025 Director Compensation
The following table shows the fiscal 2025 compensation of our non-employee directors. Earnings in a non-qualified
deferred compensation plan in excess of the applicable federal rate are disclosed in the table.
Directors receive an Annual Fee payment after the annual meeting at which each director is elected by stockholders.
Amounts shown in the table are for fees earned or paid during fiscal 2025.
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(1)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($)(5) |
Marcia J. Avedon, Ph.D. | 105,000 | 179,878 | 104 | — | 284,982 |
W. Patrick Battle | 105,000 | 179,878 | 1,159 | — | 286,037 |
Michael J. Bender | 105,000 | 179,878 | 81 | — | 284,959 |
G. Douglas Dillard, Jr. | 105,000 | 179,878 | 766 | — | 285,644 |
James H. Hance, Jr. | 155,000 | 179,878 | 51 | 5,000 | 339,929 |
Maya Leibman | 125,000 | 179,878 | 350 | — | 305,228 |
Laura G. O’Shaughnessy | 105,000 | 179,878 | 389 | — | 285,267 |
Mark J. Sachleben | — | 313,607 | 230 | 524 | 314,361 |
Mary A. Winston(6) | — | — | — | 12,500 | 12,500 |
(1)The Cash Portion of the annual director fees, along with any chair or excess meeting fees, may be deferred into the Amended 2011 NEDC at the election
of the director into either stock units to be paid in shares following retirement from the Board or credited to an interest-bearing account to be paid in cash
following retirement from the Board. In fiscal 2025, Mr. Sachleben elected to defer the Cash Portion of annual director fees. The Non-Cash Portion of the
annual director fee may, at the election of the director, be issued in the form of an RSA pursuant to the Omnibus Incentive Plan if the director’s stock
ownership meets the Minimum Ownership Guidelines. If the director’s stock ownership does not meet the Minimum Ownership Guidelines, the Non-Cash
portion of the annual director fee will be issued as a DSU pursuant to the Omnibus Incentive Plan. As of August 31, 2025, one director had unvested
RSAs outstanding as follows: Mr. Hance, 534 shares. As of August 31, 2025, certain directors had unvested DSUs outstanding as follows: Dr. Avedon,
534 shares; Mr. Battle, 534 shares; Mr. Bender, 534 shares; Mr. Dillard, 534 shares; Ms. Leibman, 534 shares; Ms. O’Shaughnessy, 534 shares; and
Mr. Sachleben, 534 shares. The following table sets forth the allocation of the Cash Portion and the Non-Cash Portion of the annual retainer paid in fiscal
2025 to each applicable director in the form of deferred stock units, RSAs and DSUs.
Acuity Inc. | 2026 Proxy Statement | 31 |
CORPORATE GOVERNANCE AT ACUITY
Cash Portion | Non-Cash Portion | |||||||
Deferred Stock Units | Deferred Restricted Stock Unit Award | Restricted Stock Award | ||||||
Name | $ | # | $ | # | $ | # | ||
Marcia J. Avedon, Ph.D. | — | — | 179,878 | 534 | — | — | ||
W. Patrick Battle | — | — | 179,878 | 534 | — | — | ||
Michael J. Bender | — | — | 179,878 | 534 | — | — | ||
G. Douglas Dillard, Jr. | — | — | 179,878 | 534 | — | — | ||
James H. Hance, Jr. | — | — | — | — | 179,878 | 534 | ||
Maya Leibman | — | — | 179,878 | 534 | — | — | ||
Laura G. O’Shaughnessy | — | — | 179,878 | 534 | — | — | ||
Mark J. Sachleben | 133,729 | 397 | 179,878 | 534 | — | — | ||
Mary A. Winston | — | — | — | — | — | — | ||
(2)This column shows the aggregate grant date fair value, as determined in accordance with Financial Accounting Standards Board Accounting Standards
Codification Topic 718 (“FASB ASC Topic 718”), of the Non-Cash Portion of fees (described above) and the Cash Portion (described above) deferred into
the Amended 2011 NEDC into a stock unit fund. The assumptions used to value RSAs and DSUs granted can be found in Note 11 to our Consolidated
Financial Statements included in the Annual Report on Form 10-K for the fiscal year ended August 31, 2025.
(3)This column shows above-market earnings, which were calculated as the excess of the earnings credited on deferred amounts under the Amended 2011
NEDC that were deemed invested in the prime rate investment alternative under such plan over the amount that would have been earned had the
deferred amounts been credited with a return equal to 120% of the applicable federal rate in effect when the prime rate investment alternative was first
offered under the Amended 2011 NEDC.
(4)This column shows, for all current directors, the matching charitable contributions made by the Company on behalf of the director under the Company’s
Matching Gift Program, which permits the Company to make matching contributions, on a dollar-for-dollar basis, of up to $5,000 in the aggregate, in the
case of directors and executive officers, to eligible charitable organizations during each fiscal year. For Ms. Winston, who retired from the Board at the
2025 annual meeting, this column shows: a matching charitable contribution made by the Company under the Matching Gift Program on behalf of
Ms. Winston during the term of her service as a director in the amount of $2,500; and charitable contributions made by the Company on behalf of
Ms. Winston following her retirement in recognition of her service to the Company in the amount of $10,000.
(5)In fiscal 2025, the aggregate amount of perquisites and personal benefits provided to each director was less than $10,000. Matching charitable
contributions are reported in the “All Other Compensation” column as described above.
(6)Ms. Winston did not receive any compensation in fiscal 2025 other than the amount reported in the “All Other Compensation” column as described above.
Acuity Inc. | 2026 Proxy Statement | 32 |
Audit Committee Matters
ITEM 2: | RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | ||
At this Annual Meeting, a proposal will be presented to ratify the appointment of Ernst & Young LLP (“EY”) as the
independent registered public accounting firm to audit our financial statements for the fiscal year ending August 31,
2026. EY has performed this function for us since 2002. One or more representatives of EY are expected to be
present at this Annual Meeting and will be afforded the opportunity to make a statement if they so desire and to
respond to appropriate questions. Information regarding fees paid to EY during fiscal 2025 and fiscal 2024 is included
below in Audit Fees and Other Fees.
Based on the Audit Committee’s evaluation discussed below in Selection and Engagement of the Independent
Registered Public Accounting Firm, the Audit Committee believes that EY is independent and that it is in the best
interests of the Company and our stockholders to retain EY to serve as our independent auditor for fiscal 2026.
| The Board recommends that you vote FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm. | |
Selection and Engagement of the Independent
Registered Public Accounting Firm
The Audit Committee is directly responsible for the appointment, oversight, evaluation and compensation of our
independent registered public accounting firm, including review of its qualifications, independence and performance.
Additionally, the Audit Committee is involved in the selection of the lead engagement partner from the audit firm, which is
required to be rotated every five years.
In determining whether to reappoint EY as the Company’s independent auditor, the Audit Committee took into
consideration a number of factors, including the length of time the firm has been engaged, the quality of the Audit
Committee’s ongoing discussions with EY, an annual assessment of the professional qualifications and past performance
of the audit team, the appropriateness of fees, and external data regarding the firm’s audit quality and performance,
including recent Public Company Accounting Oversight Board (United States) (“PCAOB”) reports on EY and its peer firms.
Based on this evaluation, the Audit Committee believes that EY is independent and that it is in the best interests of the
Company and our stockholders to retain EY to serve as our independent auditor for fiscal 2026.
Acuity Inc. | 2026 Proxy Statement | 33 |
AUDIT COMMITTEE MATTERS
Audit Fees and Other Fees
The Audit Committee is responsible for approving the audit and permissible non-audit services provided by EY, the
Company’s independent registered public accounting firm, and fees for those services. The following table shows the fees
incurred for audit services and other services provided by EY for fiscal years ended August 31, 2025 and August 31, 2024.
Fees Billed | Description | 2025 | 2024 |
Audit Fees | Audit Fees include fees for services rendered for the audit of our annual financial statements, the review of the interim financial statements included in quarterly reports, comfort letters, consents, assistance with and review of documents filed with the SEC, and/or audits of statutory financial statements. Audit fees also include fees associated with rendering an opinion on our internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. The Audit Fees increased in fiscal 2025 as compared to fiscal 2024 primarily due to (i) additional services related to the acquisition of QSC, LLC, and (ii) an expanded scope of service for audits of statutory financial statements. | $4,392,000 | $2,269,000 |
Audit-Related Fees | No Audit-Related Fees in either of the last two fiscal years for assurance and related services. | — | — |
Tax Fees | Tax Fees primarily include international tax compliance and assistance with transfer pricing in various foreign jurisdictions for 2024 and 2025, and routine on-call tax advisory (ROCA) services for 2025. | 128,000 | 147,000 |
All Other Fees | No Other Fees in either of the last two fiscal years. | — | — |
Total | $4,520,000 | $2,416,000 |
Preapproval Policies and Procedures
The Audit Committee has established policies and procedures for the approval and preapproval of audit services and
permitted non-audit services. The Audit Committee has the responsibility to engage and terminate our independent
registered public accounting firm, to preapprove the performance of all audit and permitted non-audit services provided to
us by our independent registered public accounting firm in accordance with Section 10A of the Exchange Act, and to
review with our independent registered public accounting firm its fees and plans for all services. All fees paid to EY were
preapproved by the Audit Committee, and there were no instances of waiver of approval requirements or guidelines.
The Audit Committee considered the provision of non-audit services by the independent registered public accounting firm
and determined that provision of those services was compatible with maintaining auditor independence.
There were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.
Acuity Inc. | 2026 Proxy Statement | 34 |
AUDIT COMMITTEE MATTERS
Report of the Audit Committee
The Audit Committee and the Board previously adopted a written charter (the “Charter”) to set forth the Audit Committee’s
responsibilities. The Charter is reviewed annually and amended as necessary to comply with new regulatory
requirements. A copy of the Audit Committee Charter is available on the Company’s website at www.acuityinc.com
under Investors then Governance – Committee Charters & Governance Documents. The Audit Committee is
comprised solely of independent directors, as such term is defined by the listing standards of the NYSE. The Audit
Committee held five meetings during fiscal 2025.
The Company’s management has the primary responsibility for the financial statements, for maintaining effective internal
control over financial reporting and for assessing the effectiveness of internal control over financial reporting. As required
by the Charter, the Audit Committee reviewed the Company’s audited financial statements and met with management to
discuss the audited financial statements in the Company’s Annual Report on Form 10-K, including the quality, not just the
acceptability, of the accounting policies; the reasonableness of significant judgments; and the clarity of disclosures in the
financial statements.
The Audit Committee received from the independent registered public accounting firm the required written disclosures
regarding its independence and the report regarding the results of its integrated audit. The Audit Committee reviewed with
the independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of
those audited financial statements with U.S. GAAP and on our internal controls over financial reporting, its judgments as
to the quality, not just the acceptability, of the Company’s accounting policies and such other matters as are required to be
discussed with the Audit Committee under the rules adopted by the PCAOB, the rules of the SEC and other applicable
regulations. In addition, the Audit Committee has discussed with the independent registered public accounting firm the
firm’s independence from Company management and the Company, including the matters in the letter from the firm
required by PCAOB Rule 3526, “Communication with Audit Committees Concerning Independence,” and considered
whether the non-audit services provided by them during fiscal 2025 were compatible with the independent registered
public accounting firm’s independence.
The Audit Committee also reviewed and discussed together with management and the independent registered public
accounting firm the Company’s audited financial statements for the year ended August 31, 2025 and the results of
management’s assessment of the effectiveness of the Company’s internal control over financial reporting, including its
knowledge of any fraud, whether or not material, that involved management or other associates who had a significant role
in the Company’s internal controls and the independent registered public accounting firm’s audit of internal control over
financial reporting.
The Audit Committee discussed with the Company’s internal auditors and independent registered public accounting firm
the overall scope and plans for their respective audits. The Audit Committee meets with the internal auditors and the
independent registered public accounting firm on a quarterly basis, with and without management present, to discuss the
results of their examinations; their evaluations of the Company’s internal control, including internal control over financial
reporting; and the overall quality of the Company’s financial reporting.
Based on its discussions with management and the Company’s independent registered public accounting firm referenced
above, the Audit Committee did not become aware of any material misstatements or omissions in the audited financial
statements. Accordingly, the Audit Committee recommended to the Board that the audited financial statements and
management’s assessment of the effectiveness of the Company’s internal control over financial reporting be included in
the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2025 for filing with the SEC.
AUDIT COMMITTEE
Mark J. Sachleben, Chair
Michael J. Bender
G. Douglas Dillard, Jr.
Laura G. O’Shaughnessy
Acuity Inc. | 2026 Proxy Statement | 35 |
Executive Officers
Executive officers are elected annually by the Board and serve at the discretion of the Board. Neil M. Ashe serves as a
Director and as an executive officer. His business experience is discussed in Item 1 – Election of Directors –Director
Information – Director Nominees. Our other executive officers as of the date of this Proxy Statement are
described below.
Ms. Holcom, age 56, is the Senior Vice President and Chief Financial Officer of the Company, a position she has held since September 2019. As CFO, Ms. Holcom leads the Company’s financial strategy to support the Company’s future growth and long-term value creation and is responsible for the global financial organization, including accounting, audit, financial planning and analysis, investor relations, tax and treasury functions. She has more than 30 years of financial experience. Ms. Holcom previously served as Senior Vice President, Finance and Associate Engagement of the Company, from January 2019 to September 2019, Senior Vice President, Finance of the Company from 2006 to December 2018, Vice President and Controller of the Company from 2004 to 2006, and Vice President, Financial Services of the Company from 2001 to 2004. Ms. Holcom is also a Certified Public Accountant, serves on the Board of the Atlanta Police Foundation, and is a member of the Georgia Chamber of Commerce. | ||
KAREN J. HOLCOM Senior Vice President and Chief Financial Officer | ||
Mr. Goldman, age 59, is the Senior Vice President and General Counsel of the Company, a position he has held since January 2015. In this role, Mr. Goldman leads the Company’s Law and Business Environment team overseeing Company legal matters, including corporate governance, compliance, mergers and acquisitions, strategic alliances, intellectual property, privacy, government relations, litigation and risk management. He has over 30 years of legal experience in the real estate, lighting and building management industries. Mr. Goldman previously served as the Senior Vice President and General Counsel of Acuity Brands Lighting, Inc. (a Company subsidiary) from January 2007 to January 2015, Vice President and Associate Counsel of Acuity Brands Lighting, Inc. from April 2003 to January 2007, and Associate Counsel of the Company from August 2001 to April 2003. Mr. Goldman also serves on the Boards of Directors of the McClung Lighting Research Foundation and the National Association of Manufacturers. | ||
BARRY R. GOLDMAN Senior Vice President and General Counsel | ||
Ms. Mills, age 65, is the Senior Vice President and Chief Human Resources Officer of the Company, a position she has held since March 2020. In this role, Ms. Mills leads the Company’s Human Resources team overseeing all HR matters, including talent development and acquisition, succession planning, associate engagement and listening, associate relations, labor relations, total rewards and driving culture and transformation to support the Company’s future growth. She has over 30 years of senior HR leadership experience at global retail, technology, and financial services companies. Before joining the Company, Ms. Mills served as Principal at Mills Consulting from November 2017 to February 2020, Senior Vice President, People Officer at Walmart eCommerce from August 2014 to January 2017, Senior Vice President and Chief Human Resources Officer of PayPal from February 2009 to July 2014, and in various business and human resources roles of increasing responsibility at Bank of America from September 1999 to January 2009. | ||
DIANNE S. MILLS Senior Vice President and Chief Human Resources Officer |
Acuity Inc. | 2026 Proxy Statement | 36 |
Executive Compensation
ITEM 3: | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | ||
The Board is asking you to approve, on an advisory basis, the compensation of our NEOs. The Board believes that
our compensation policies and practices continue to be effective in achieving our goals of paying for financial and
operating performance and aligning the interests of our NEOs with the interests of our stockholders. As required by
Section 14A of the Exchange Act and the related rules of the SEC, stockholders have the opportunity to vote, on an
advisory basis, to approve the compensation of our NEOs. This vote is often referred to as “Say on Pay.” Stockholders
are being asked to vote on the following resolution:
“Resolved, that the stockholders approve, on an advisory basis, the compensation of the NEOs as
disclosed in the compensation discussion and analysis, the accompanying compensation tables, and
the related narrative disclosures in this Proxy Statement.”
As described in detail in this Proxy Statement under Compensation Discussion and Analysis, our compensation
programs are designed to:
§consistently recognize and reward superior performers, measured by achievement of results and demonstration
of desired behaviors;
§attract and retain executives by providing a competitive reward and recognition program that drives our success;
§provide rewards to executives who create value for stockholders;
§align the interest of executives with those of stockholders;
§encourage executives to achieve ambitious goals while mitigating unnecessary or excessive risk taking; and
§provide a framework for the fair and consistent administration of pay policies.
We routinely engage with stockholders to seek feedback regarding our executive compensation program and evaluate
our compensation processes and programs. Based on that activity, the strong Say on Pay vote results at our last three
annual meetings, and our review of market trends, best practices and competitive alignment, we believe that our
comprehensive executive compensation program, which focuses on performance-based compensation, aligns with
long-term stockholder interests by creating long-term stockholder value. As a result, we are maintaining our fiscal 2025
compensation program design for fiscal 2026. We will continue to review and implement best practices when
appropriate for our Company. See Executive Compensation Strategy for additional information.
Stockholders are encouraged to read the Compensation Discussion and Analysis, the accompanying
compensation tables and the related narrative disclosures contained in this Proxy Statement to see how our
enhancements in fiscal 2022 and fiscal 2023 continued to impact our executive compensation program during
fiscal 2025.
Although this annual vote is non-binding, the Compensation and Management Development Committee will take into
account the outcome of the vote when considering future executive compensation decisions. The frequency of our Say
on Pay advisory vote is annual, consistent with the advisory vote of our stockholders on the frequency of our Say on
Pay advisory vote that occurred at our annual meeting held in January 2024, and our next Say on Pay advisory vote
will therefore occur in January 2027.
| The Board recommends that you vote FOR the approval of executive compensation. | |
Acuity Inc. | 2026 Proxy Statement | 37 |
EXECUTIVE COMPENSATION
Message from the Compensation and Management
Development Committee
Dear Stockholders:
The Compensation and Management Development Committee members are responsible for oversight of the design and
implementation of a comprehensive competitive compensation program that aligns the interests of our executive
management team with those of our stockholders and other stakeholders. We are pleased that the program design
changes we made in fiscal 2022 and fiscal 2023 continued to deliver the results that we intended as Acuity has
transformed from principally a luminaires business to a data and control and luminaires business, and positioned the
Company for long-term growth.
Our compensation philosophy is to align pay to performance. Our fiscal 2025 executive compensation program, as
described in Compensation and Discussion and Analysis, is structured to closely align management’s performance
and its execution against the Company’s long-term strategic goals and value creation for our stockholders. The objective
is to achieve a comprehensive executive compensation program that balances base salary, short-term incentives, long-
term incentives and retirement benefits. The Compensation and Management Development Committee conducts an
annual market and program risk review to confirm that our compensation program meetings these objectives.
In fiscal 2025, Acuity delivered strong financial performance. We grew net sales, improved adjusted margins and
increased adjusted diluted earnings per share. We also grew our business organically and through acquisitions, and
progressed our strategies in both Acuity Brands Lighting and Acuity Intelligent Spaces. Under Neil Ashe’s strategic
leadership, he and his management team executed against their goals to deliver these Company results. Key
performance achievements for each NEO can be found under Key Achievements of our NEOs.
The Compensation and Management Development Committee remains committed to ongoing outreach to obtain
feedback from our stockholders on our compensation strategies and program. We appreciate the insights shared by our
stockholders. During our most recent outreach discussions, we received continued stockholder support for our program
and strategy, as further described in Stockholder Feedback and Responsiveness. We are pleased to report that our
Say on Pay vote at our annual meeting in January 2025 demonstrated that strong support from stockholders, with 95% or
more of votes cast in favor of Say on Pay for the third year in a row.
Based on stockholder feedback, our annual market and program risk review, program results and Say on Pay results, we
believe that it is in the best interest of the Company to continue the current compensation program design into fiscal 2026.
We look forward to future dialogue with stockholders and encourage you to reach out with any questions or concerns you
may have related to our programs.
COMPENSATION AND MANAGEMENT
DEVELOPMENT COMMITTEE
Maya Leibman, Chair
Marcia J. Avedon, Ph.D.
W. Patrick Battle
James H. Hance, Jr.
Acuity Inc. | 2026 Proxy Statement | 38 |
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
This section of the Proxy Statement describes the material elements of the fiscal 2025 executive compensation program
for our NEOs as shown in the Fiscal 2025 Summary Compensation Table.
For fiscal 2025, our NEOs are:
Neil M. Ashe | Karen J. Holcom | Barry R. Goldman | Dianne S. Mills |
Chairman, President and CEO | Senior Vice President and Chief Financial Officer | Senior Vice President and General Counsel | Senior Vice President and Chief Human Resources Officer |
Included in our Compensation Discussion and Analysis are:
§details of stockholder feedback and engagement and our response to stockholder concerns;
§a business overview including a summary of fiscal 2025 financial performance;
§a review of our compensation decisions and actions;
§a detailed description of our executive compensation program design and philosophy and each element of
compensation provided; and
§a description of the process and key factors the Compensation and Management Development Committee considered
in determining fiscal 2025 compensation for the NEOs.
Stockholder Feedback and Responsiveness
Stockholder Engagement
Ongoing engagement and dialogue with our stockholders are important to the Company. We have adopted a robust and
active year-round engagement philosophy that includes outreach for various purposes, including soliciting feedback in
advance of filing this Proxy Statement. Our outreach efforts, led by our Board with input from the Compensation and
Management Development Committee and in partnership with our Senior Vice President, Chief Financial Officer and other
key leaders, sought feedback on governance priorities, compensation programs, and environmental and social issues.
Additionally, we sought feedback on the Company’s compensation and benefit programs for our NEOs. In our most recent
pre-proxy season engagement cycle:
We engaged with stockholders in the following ways:
We contacted | We held approximately | ||||||
30 | of our top stockholders | 8 | meetings with stockholders | ||||
representing approximately | representing approximately | ||||||
62% | of our outstanding common stock | 23% | of our outstanding common stock | ||||
At Acuity, the core of our executive compensation philosophy continues to be “pay aligned to performance.” We are
pleased that our compensation program received strong support from our stockholders at our annual meeting held in
January 2025 and are proud to have received 95% or more of votes cast in favor of Say on Pay for the third year in a row.
Based on stockholder feedback, our annual market and program risk review, program results and Say on Pay results, we
believe that it is in the best interest of the Company to continue the current compensation program design in relation to the
direct compensation elements (base salary, STIP and LTIP) into fiscal 2026.
Acuity Inc. | 2026 Proxy Statement | 39 |
EXECUTIVE COMPENSATION
Response to Other Stockholder Feedback
We review and make appropriate governance changes that are in line with our values and good governance trends. Our
continued outreach reinforces our commitment to our stockholders to seek their feedback and support for our proposed
changes. Our recent changes and activity include:
§in fiscal 2023, we refreshed the committees of the Board by rotating Directors onto new committees, which allowed for
new perspectives to be shared and expertise to be provided;
§in fiscal 2024, we evaluated additional opportunities for Director rotation and in fiscal 2025 approved Director rotation
from our Compensation and Management Development Committee to our Audit Committee that was effective
immediately following the annual meeting held in January 2025; and
§continued focus executing our EarthLIGHT priorities and strategies as highlighted in our most recent EarthLIGHT
Report available at www.acuityinc.com. *
* The information in the EarthLIGHT Report and any other information on our website that we may refer to herein is not incorporated by reference into, and
does not form any part of, this Proxy Statement.
Business Overview
Acuity is a market-leading industrial technology company. Effective March 26, 2025, we changed our corporate name from
Acuity Brands, Inc. to Acuity Inc. We use technology to solve problems in spaces, light and more things to come. Through
our two business segments, Acuity Brands Lighting (ABL) and Acuity Intelligent Spaces (AIS), we design, manufacture
and bring to market products and services that make a valuable difference in people’s lives. We achieve growth through
the development of innovative new products and services, including lighting, lighting controls, building management
solutions, and an audio, video and control platform. We focus on customer outcomes and drive growth and productivity to
increase market share and deliver superior returns. We look to aggressively deploy capital to grow the business and to
enter attractive new verticals.
Acuity Inc. | 2026 Proxy Statement | 40 |
EXECUTIVE COMPENSATION
Fiscal 2025 Performance
2025 Financial Highlights
We achieved the following:
Fiscal Year Ended August 31 ($ in millions, except diluted earnings per share) | GAAP | Non-GAAP(1) |
Net Sales (GAAP) | ||
Diluted Earnings Per Share (GAAP) / Adjusted Diluted Earnings Per Share (Non-GAAP) | ||
Net Cash Flow From Operating Activities (GAAP) / Free Cash Flow (Non-GAAP) |
(1)This column includes non-GAAP financial measures used by the Board and management to assess the performance of the business. See Appendix A
for reconciliations to the most directly comparable financial measures calculated in accordance with GAAP.
Net sales of $4.3 billion for the year ended August 31, 2025 increased by $504.6 million, or 13.1%, compared with the
prior-year period due primarily to increases in sales in both our Acuity Intelligent Spaces and Acuity Brands Lighting
segments. The increase in our Acuity Intelligent Spaces segment was driven by the acquisition of QSC, which contributed
$428.6 million in sales, as well higher net sales of our Atrius and Distech products. Additionally, net sales increased in our
Acuity Brands Lighting segment due primarily to higher net sales within the independent sales and direct sales networks,
partially offset by lower net sales within the corporate accounts and retail channels.
Diluted earnings per share for fiscal 2025 was $12.53 compared with $13.44 for the prior-year period, a decrease of
$0.91, or 6.8%. This decrease reflects lower net income, as well as higher outstanding diluted shares. Adjusted diluted
earnings per share for fiscal 2025 was $18.01 compared with $15.56 for the prior-year period, an increase of $2.45 per
share or 15.7%. The improvement in adjusted diluted earnings per share reflects higher adjusted net income.
We generated $601 million of cash flows from operating activities during fiscal 2025 compared with $619 million in the
prior-year period, a decrease of $17.8 million. The decrease was primarily due to acquisition-related items, the timing of
tariff payments, and accelerated inventory purchases driven by the tariff policy. We allocated $68.4 million in capital
expenditures to support organic growth in our business, $1.2 billion to acquisitions, $200 million to repay a portion of our
term loan, $20.6 million in dividends paid to stockholders, and $118.5 million to repurchases of approximately 436
thousand shares.
Acuity Inc. | 2026 Proxy Statement | 41 |
EXECUTIVE COMPENSATION
Key Fiscal 2025 Achievements
§We improved our financial and operating performance in fiscal 2025 and continued to create stakeholder value and
compound shareholder wealth
§We continued to improve our business and allocate capital effectively
§We renamed our Company to Acuity Inc., reflecting our evolution and aligning to our strategy of using technology to
solve problems and create impactful experiences that shape how people live, work and connect
§In Acuity Brands Lighting (“ABL”), our financial performance was strong, and we made progress on our strategy and
on our initiatives
◦We realigned the business into luminaires and electronics
◦We continued to enhance our product portfolio, Contractor SelectTM, Design SelectTM and Made to Order, to
create the most effective way for our end users to get what they need, when they need it, for their specific projects
◦We invested for future growth, prioritizing new verticals where we have not historically competed or where we are
under-penetrated:
◦in our healthcare vertical we strengthened our offering through the CARE CollectionTM and through the
development of our NightingaleTM range of products
◦across multiple verticals, we accelerated our product vitality efforts through the acquisition of M3 Innovation, LLC
("M3") and launched M3 Sports Lighting Solution by Lithonia Lighting® and HolobeamTM by Holophane®
◦We continued to be recognized for innovation and won several notable awards for products throughout the year
including multiple prestigious Red Dot® Product Design awards
§In Acuity Intelligent Spaces (“AIS”), we continued to deliver strong growth and profitability aligned to our mission of
making spaces smarter, safer and greener through our strategy of connecting the edge with the cloud using disruptive
technologies that leverage data interoperability
◦We scaled AIS to become a larger part of Acuity
◦We acquired and integrated QSC, LLC (“QSC”), an audio, video and control solutions company
◦We won several notable awards for our Atrius® Facilities applications, Distech Eclypse® and Q-SYS® platform
§We generated significant free cash flow and effectively allocated capital consistent with our priorities, including
investing for growth in our existing businesses and allocating $68 million to capital expenditures. We invested over
$1.2 billion in acquisitions, increased our dividend by 13 percent and allocated $119 million to repurchase
approximately 436 thousand shares at an average price of approximately $270 per share.
Total Stockholder Returns
At August 31, 2025, the one-, three-, five- and ten-year total returns on the Company’s common stock compared to that of
the respective benchmark indices were as follows:
Acuity Inc.
Standard & Poor’s
Midcap 400 Index
Dow Jones
U.S. Electrical
Components
& Equipment Index
Dow Jones
U.S. Building
Materials &
Fixtures Index
Acuity Inc. | 2026 Proxy Statement | 42 |
EXECUTIVE COMPENSATION
2025 Executive Compensation
Executive Compensation Strategy
Our compensation strategy is consistent with and supportive of our long-term goals and is founded on the
following principles:
§alignment of pay, performance and stockholder value creation;
§reinforcement of the Company’s business and operating strategy;
§competitive with peer group and market practice;
§motivation and retention of key talent; and
§flexibility to withstand uncertainty and difficulty in a challenging economic climate.
Compensation Best Practices
What We Do | What We Don’t Do | ||
We align pay and performance by providing a greater portion of compensation in incentive compensation We conduct an annual compensation risk assessment to help ensure that our executive compensation program does not encourage excessive risk taking We conduct an annual review of peers, as well as benchmark pay practices and pay levels to ensure compatibility We retain an independent compensation consultant to advise on director and executive compensation matters We conduct regular outreach with stockholders to discuss and review our executive compensation program We have stock ownership guidelines for all executive officers and directors We maintain a clawback policy that complies with and exceeds the SEC rules and NYSE listing standards, and we include clawback rights in our equity award agreements We have an annual Say on Pay vote | We do not have employment agreements with executive officers We do not have “single-trigger” provisions for payout of benefits under change in control agreements We do not have tax gross-ups in severance or change in control agreements We do not allow new SERP participants We do not allow executive loans We do not permit hedging or pledging of stock by directors and executive officers We do not pay dividends on equity awards until performance units are earned or time-based awards vest We do not allow repricing or backdating of stock options We do not provide excessive perquisites to our executives | ||
Acuity Inc. | 2026 Proxy Statement | 43 |
EXECUTIVE COMPENSATION
Pay and Performance Alignment
At Acuity, the core tenet of our executive compensation philosophy continues to be “pay aligned to performance.” As such,
a significant portion of the direct compensation opportunity for our NEOs is variable and “at-risk” since it is based on the
achievement of financial performance goals, the value of our stock and an individual performance assessment. The
following graphic and table show the various elements of direct compensation and target pay mix for our NEOs. For fiscal
2025, our CEO’s variable pay represented 90% of total direct compensation opportunity, and for our other NEOs, variable
pay represented on average approximately 78% of total direct compensation opportunity.
ELEMENTS OF FISCAL 2025 DIRECT COMPENSATION
10%
22%
15%
Other
NEOs
78%
Performance-
Based
CEO
90%
Performance-
Based
54%
24%
75%
Vehicle and Measures | Objective |
Long-Term Incentive Award | |
§For the CEO, weighting includes: §75% PSUs, with 50% based on three-year adjusted ROIC in excess of WACC, and 25% based on rTSR; and §25% RSUs §For other NEOs, weighting includes: §60% PSUs, with 40% based on three-year adjusted ROIC in excess of WACC, and 20% based on rTSR; and §40% RSUs | §Provide variable equity compensation opportunity based on achievement of performance goals over a three-year period; §Reward Company and individual performance over the long term; §Help ensure a balanced perspective of both absolute and relative performance; §Encourage and reward long-term appreciation of stockholder value; §Encourage long-term retention through three-year performance period associated with PSUs and three- year vesting periods for RSUs; and §Align interests of executives with those of stockholders. |
Short-Term Incentive Award | |
For all NEOs: §Company Performance (80%) (each as may be adjusted): §Net sales (34%) §Operating profit (33%) §Free cash flow (non-GAAP) (33%) §Individual Performance (20%): §Including EarthLIGHT goals | §Provide variable cash compensation opportunity based on achievement of annual performance goals aligned with business objectives; §Reward focus on operational performance, profitability, and cash flow generation; and §Reward individual performance and achievement of EarthLIGHT goals aligned with Company and stockholder interests. |
Base Salary | |
§Provide a competitive level of fixed cash compensation; and §Reward individual performance level of experience, and responsibility. | |
Acuity Inc. | 2026 Proxy Statement | 44 |
EXECUTIVE COMPENSATION
Process for Setting Executive Compensation
Role of Compensation Consultant
Under its Charter, the Compensation and Management Development Committee is authorized to engage outside advisors
at the Company’s expense. In fiscal 2025, the Compensation and Management Development Committee continued to
engage Exequity as its independent compensation consultant. Exequity does not provide any additional consulting
services to the Company.
The Compensation and Management Development Committee approves the services to be performed by the consultant
and the related costs. Under the terms of arrangement with Exequity, Exequity performed the following services for the
Compensation and Management Development Committee in fiscal 2025 (in addition to preparation for and attendance at
meetings of the Compensation and Management Development Committee):
§peer group assessment, market compensation analysis, and overall compensation program design for the CEO and the
other NEOs;
§market compensation analysis for non-employee directors;
§assistance and support on various items, including review of incentive programs, equity utilization, updates related to
evolving executive compensation, and governance trends;
§risk review of the executive compensation program; and
§review of the draft Proxy Statement and input on various disclosures therein.
The Chair of the Compensation and Management Development Committee may make additional requests of the
compensation consultant during the year on its behalf.
Prior to engaging Exequity, and annually thereafter (most recently in October 2025), the Compensation and Management
Development Committee considered Exequity’s independence, including the following factors: (1) other services provided
to us by the consultant; (2) fees paid by us as a percentage of the consulting firm’s total revenue; (3) policies or
procedures maintained by the consulting firm that are designed to prevent a conflict of interest; (4) any business or
personal relationships between the individual consultants involved in the engagement and a member of the Compensation
and Management Development Committee; (5) any Company stock owned by the individual consultants involved in the
engagement; and (6) any business or personal relationships between our executive officers and the consulting firm or the
individual consultants involved in the engagement. The Compensation and Management Development Committee
reviewed these factors and concluded that the consultant is independent and that the work of the consultant did not raise
any conflict of interest.
Market Data
The Compensation and Management Development Committee annually reviews the components of our executive
compensation program for the CEO and other NEOs to assess market competitiveness relative to peer group data and
market survey data.
The peer group includes companies of comparable size and business focus, and is representative of the companies with
whom we compete for executive talent. Although we focus on ensuring industry-representative peers, there is no
individual or group of companies of similar size that exactly matches the markets and industry that our Company serves.
The compensation consultant and management developed the recommended peer group based upon an assessment of
the representative factors described above, as well as the availability of publicly-disclosed compensation information,
revenue (approximately 0.5 times and 2.5 times that of the Company), market capitalization and historical profitability. To
help inform pay recommendations for fiscal 2025, the Compensation and Management Development Committee, with
support from its independent compensation consultant, reviewed our fiscal 2024 peer group and decided that no changes
were needed.
Acuity Inc. | 2026 Proxy Statement | 45 |
EXECUTIVE COMPENSATION
The peer group is comprised of the following list of 21 companies and includes electrical components and equipment,
building products, construction, and engineering and industrial machinery companies with size and financial
characteristics generally comparable to us:
A.O. Smith Corporation Allegion plc AMETEK Inc. Belden Inc. Carlisle Companies, Inc. Dover Corporation EnerSys | Generac Holdings, Inc. Hubbell Incorporated IDEX Corporation Keysight Technologies, Inc. Lennox International Inc. Lincoln Electric Holdings, Inc. Pentair plc | Regal Rexnord Corporation Rockwell Automation, Inc. Roper Technologies, Inc. Sensata Technologies Hldg. plc Snap-on Incorporated Vishay Intertechnology, Inc. Xylem Inc. |
In evaluating NEO compensation, survey data is also reviewed as a secondary reference to help ensure a holistic review
of the market.
Role of Executive Officers
The CEO reports to the Compensation and Management Development Committee on his evaluations of certain senior
executives, including the other NEOs. He makes compensation recommendations for the other NEOs with respect to base
salary, merit increases, short-term incentives and long-term incentives, which are the basis of discussion with the
Compensation and Management Development Committee.
Executive Compensation Framework
General Compensation Levels
The total direct compensation opportunities offered to our executive officers have been designed to ensure that they have
a strong relationship with the creation of long-term value for stockholders, are competitive with market practices, support
our executive recruitment and retention objectives, and are internally equitable among executives based on skill levels
and experience. The short-term and long-term incentive portions of total direct compensation are designed to be
performance-based and to provide compensation in excess of base salary only when performance goals are met.
In determining total direct compensation opportunities, the Compensation and Management Development Committee
considers: compensation information and input, including peer group comparisons and survey market data, provided by its
compensation consultant; the evaluation by the Board of the CEO; and the CEO’s performance review and
recommendation for each of the other executive officers.
On an aggregate basis, target total direct compensation for our NEOs in fiscal 2025 was generally aligned with the median
aggregate target total direct compensation of the named executive officers of our peer group companies. On an individual
basis, target total direct compensation for our NEOs was generally within a competitive range (+/-15%) of the peer group
median for comparable positions, subject to exceptions for individual factors such as tenure, responsibilities and
performance. The individual elements of compensation are described further below.
Elements of Compensation
For fiscal 2025, our executive compensation program consisted of the following compensation elements for the
NEOs, including:
§base salary;
§performance-based short-term incentive awards;
§performance-based long-term incentive awards in the form of PSUs with a three-year performance period that vest, if at
all, after three years, subject to achievement of performance goals;
§time-based RSU awards with a three-year vesting period;
§post-termination compensation retirement benefits, as well as severance and change in control arrangements; and
§limited perquisites, including an executive physical benefit (see Executive Perquisites for more details).
Acuity Inc. | 2026 Proxy Statement | 46 |
EXECUTIVE COMPENSATION
NEOs generally also participate in our health and welfare plans on the same basis as other full-time associates.
The rationale for each element of compensation is described below.
Pay Element | Performance Metric | Rationale | Target Pay | |
Total Direct Compensation | ||||
Base Salary | Market competitive base pay allows for the attraction and retention of high-performing executives | |||
Short-Term Performance-Based Incentive Award | Net Sales (as may be adjusted) | Aligns objective financial performance metrics to our annual operating plan | 80% of Target | |
Operating Profit (as may be adjusted) | Rewards operational performance and profitability | |||
Free Cash Flow (non-GAAP) (as may be adjusted) | Rewards generating cash to support our capital allocation priorities | |||
Individual Performance | Rewards individual contributions including a focus on EarthLIGHT that positively impact overall Company performance and results | 20% of Target | ||
Long-Term Incentive Award - Performance Stock Units | 3-year ROIC in excess of WACC and rTSR | §For CEO: Greater weighting to demonstrate the pay for performance focus while encouraging sound investments that generate returns for stockholders, while also providing alignment with other NEOs | 75% of Target LTI Value | |
§For other NEOs: Encourages leaders to make sound investments that generate returns for stockholders | 60% of Target LTI Value | |||
Long-Term Incentive Award - Restricted Stock Units | §For CEO: Enables retention and alignment with stockholders; a lower weighting to emphasize PSUs | 25% of Target LTI Value | ||
§For other NEOs: Enables retention and alignment with stockholders | 40% of Target LTI Value | |||
Other Compensation | ||||
Post-Termination Compensation | Provides a measure of security against possible employment loss, through a change in control or severance agreement, in order to encourage the executive to act in the best interests of the Company and stockholders | |||
2025 Elements and Determination of Executive Compensation
Base Salary
Base salary is designed to attract talented executives and provide a secure fixed element of cash compensation. Salary
adjustments may be made annually as merited or upon promotion to a position of increased responsibility. The base
salaries of executives are generally set near or below the 50th percentile of peer group data for comparable positions
depending on individual factors such as tenure, responsibilities and performance. For the NEOs, the Compensation and
Management Development Committee considers market data and individual factors in determining pay levels.
For fiscal 2025, the base salaries for our NEOs were set, based on individual performance, peer group benchmarks and
survey market data. The base salaries for Mr. Ashe and Ms. Holcom remained the same. The base salaries of
Mr. Goldman and Ms. Mills were increased in recognition of their individual performance and as a result of a market
assessment of comparable positions in our peer group, as shown below:
Name | 2024 Base Salary | 2025 Base Salary | % Change | ||
Neil M. Ashe | $1,000,000 | $1,000,000 | —% | ||
Karen J. Holcom | $550,000 | $550,000 | —% | ||
Barry R. Goldman | $500,000 | $525,000 | 5% | ||
Dianne S. Mills | $500,000 | $525,000 | 5% | ||
Acuity Inc. | 2026 Proxy Statement | 47 |
EXECUTIVE COMPENSATION
Short-Term Incentive Awards
Performance-based short-term incentive compensation is a key component of our executive compensation strategy. STIP
awards are made under the 2017 Management Cash Inventive Plan, which was approved by stockholders at the January
2018 annual meeting, amended and restated in 2023, and has been renamed the Acuity Inc. Short-Term Incentive Plan
(the “Short-Term Incentive Plan”). STIP awards are designed to motivate executive officers to attain specific annual
performance objectives that, in turn, further our long-term objectives.
STIP awards are based on a combination of Company financial performance and individual performance. For fiscal 2025,
80% of the STIP opportunity could be earned based on the Company’s financial performance relative to net sales,
adjusted operating profit and adjusted free cash flow, and 20% of the STIP opportunity could be earned based on
achievement of individual performance goals, which included an EarthLIGHT-related goal. Payouts range from 50% (at
threshold) to 200% (at maximum) of target based on Company performance against targets that the Compensation and
Management Development Committee sets at the beginning of the fiscal year. If performance does not meet threshold,
there is no award payout for Company performance. The individual performance component for the NEOs is determined
using our performance management process (“PMP”), which results in the assignment of an individual performance
percent using the rating scale described below (“PMP Rating”).The maximum amount of dollars available for STIP award
payouts to all eligible associates, including the NEOs, is equal to the sum of (1) the total incentive earned based on
Company performance compared to the pre-established Company goals, plus (2) the amount we would pay if all eligible
associates received a 100% PMP Rating.
Under the STIP, the amount of each actual award, including the awards to the NEOs, is determined as follows:
Base Salary x Short-Term Incentive Target % = Target Opportunity | ||||
Target Opportunity x 80% Financial Goal x Company Performance % | + | Target Opportunity x 20% Individual Goal x Individual Performance % | = | Total Short-Term Incentive Payable |
Fiscal 2025 Short-Term Incentive Target
At the start of the fiscal year, the Compensation and Management Development Committee sets each NEO’s Target
Opportunity, which is equal to a percentage of the NEO’s base salary. We generally provide a greater portion of total
compensation as incentive-based compensation as opposed to fixed base salary to reinforce the alignment between pay
and performance. Each NEO’s Target Opportunity is shown in the table below. The Compensation and Management
Development Committee reviewed peer group data and individual performance, and determined that the only change for
fiscal 2025 was an increase in the STIP Target for Ms. Holcom from 100% to 125% to bring her target total direct
compensation to be more closely aligned with the peer group median and in recognition of her performance.
Name | Salary ($) | STIP Target (%) | Target Opportunity ($) |
Neil M. Ashe | 1,000,000 | 150% | 1,500,000 |
Karen J. Holcom | 550,000 | 125% | 687,500 |
Barry R. Goldman | 525,000 | 100% | 525,000 |
Dianne S. Mills | 525,000 | 100% | 525,000 |
Fiscal 2025 Financial Performance Measures and Weighting
As mentioned above, 80% of the short-term incentive awards is based on our achievement of financial performance
measures, which are typically established by the Compensation and Management Development Committee and ratified by
the Board early in the fiscal year. In selecting appropriate performance measures the Compensation and Management
Development Committee considers management’s recommendations and current business objectives.
Acuity Inc. | 2026 Proxy Statement | 48 |
EXECUTIVE COMPENSATION
Each of the performance measures shown below may be adjusted to exclude the impact of: (a) special charges for
streamlining efforts and impairments; (b) the distortive effect of business acquisitions and/or dispositions; (c) purchase
accounting adjustments; (d) significant changes in income tax rates or regulations; (e) significant changes in foreign
currency; (f) refinancing or extinguishment of debt; (g) changes in accounting principles or accounting policies; and (h) any
other unusual gain or loss or event deemed appropriate by the Compensation and Management Development Committee.
STIP FINANCIAL PERFORMANCE MEASURES
Measure(1) | Weighting | Calculation | Rationale | |
Net sales | | Net sales is calculated in the same manner as net sales in our income statement. | Aligns objective financial performance metrics to our annual operating plan | |
Operating profit | | Operating profit is calculated in the same manner as operating profit in our income statement. | Rewards operational performance and profitability | |
Free cash flow (non-GAAP) | | Free cash flow is calculated as cash flows from operations less purchases of property, plant and equipment, plus proceeds from the sale of property, plant and equipment. | Rewards generating cash to support our capital allocation priorities |
(1)Net sales, operating profit and free cash flow (non-GAAP) may be adjusted pursuant to the Short-Term Incentive Plan. See Appendix B for
reconciliations to the most directly comparable financial measures calculated in accordance with GAAP and information relating to the calculation of these
performance measures.
Performance Measurement Payout Levels
Our Compensation and Management Development Committee sets performance levels at threshold, target and maximum
based on improvement in annual financial measures that correlate with the long-term financial performance of mid-to-large
cap companies. We strongly believe that our current performance measures, consisting of net sales (34%), operating
profit (33%) and free cash flow (33%), are not only the leading indicators of how the Company performs, but also the main
drivers to enhance our stockholder value.
The following table shows the threshold, target and maximum goals for each financial performance measure, along with
our actual performance and resulting payout percent and weighted payout percent. The “weighted payout percent” is
determined by multiplying the performance measure’s weight by the payout % earned for that measure. For fiscal 2025,
the following adjustments were made to our operating profit results for items not contemplated when the target was set, as
described in further detail in Appendix B: employee severance, impairments and other costs; and acquisition-related
items. For fiscal 2025, the following adjustments were made to our free cash flow (non-GAAP) results for items not
contemplated when the target was set, as described in further detail in Appendix B: employee severance costs;
acquisition-related items; and tariff payments ahead of collections.
Acuity Inc. | 2026 Proxy Statement | 49 |
EXECUTIVE COMPENSATION
STIP FINANCIAL PERFORMANCE MEASURES
Measure(2) | Weighting | Performance Objectives(1) | Actual as Adjusted(3) (in millions) | Achievement % (rounded) | Weighted Payout % (rounded) | ||
Threshold | Target | Maximum | |||||
Net sales | | | $4,346 | 84% | 29% | ||
Operating profit | | | $689 | 99% | 33% | ||
Free cash flow (non-GAAP) | | | $589 | 103% | 34% | ||
Company Payout Percentage | 96% | ||||||
(1)Threshold, Target and Maximum amounts are payable at 50%, 100% and 200%, respectively.
(2)Net sales, operating profit and free cash flow (non-GAAP) may be adjusted pursuant to the Short-Term Incentive Plan. See Appendix B for
reconciliations of non-GAAP measures to the most directly comparable financial measures calculated in accordance with GAAP and information relating
to the calculation of these performance measures.
(3)Adjustments to performance measure results for items not contemplated when the targets were set in fiscal 2025 are described in Appendix B.
Individual Performance
Individual performance for the NEOs is evaluated after the end of the fiscal year by:
§comparing actual performance to daily job responsibilities and pre-established individual objectives consistent with
overall Company objectives, and
§considering, on a qualitative basis, whether the individual’s performance reflects our corporate values, business
philosophies and our EarthLIGHT objectives and goals.
At the end of the fiscal year, each participant, including each NEO, is given a PMP Rating, which corresponds to a range
of PMP Payout Percentages, as shown in the table below.
Range of PMP Payout Percentage | ||
PMP Rating Descriptions | Minimum | Maximum |
Consistently Exceeded Expectations | 130% | 200% |
Met and Often Exceeded Expectations | 110% | 130% |
Met Expectations | 85% | 110% |
Met Some Expectations | 25% | 85% |
Did Not Meet Expectations | 0% | 0% |
At the end of the fiscal year, the Compensation and Management Development Committee (or, with respect to Mr. Ashe,
the Board) as applicable, selects the precise payout percentage within the applicable range based on factors such as level
of responsibility and impact on our performance, with calibrations made across comparable positions to achieve
consistency of the percentages selected.
Acuity Inc. | 2026 Proxy Statement | 50 |
EXECUTIVE COMPENSATION
Key Achievements of our NEOs
The individual objectives for fiscal 2025 for Mr. Ashe were set with the approval of the Compensation and Management
Development Committee. The individual objectives during fiscal 2025 for the other NEOs were set after individual
discussion with Mr. Ashe.
Mr. Ashe’s individual performance was evaluated based on criteria including the achievement of financial targets, value
creation through effective capital allocation, advancement of ABL and AIS strategies, successful acquisition and
integration of QSC, realization of the Company’s EarthLIGHT goals, and continued enhancement of the Company’s
culture and talent.
Ms. Holcom’s individual performance was assessed against criteria such as achieving financial targets, leading the
capital allocation strategy, successfully acquiring and integrating QSC, executing a pension de-risking initiative, enhancing
our investor relations strategy, and driving continuous improvement in financial processes and talent development
including the achievement of EarthLIGHT goals.
Mr. Goldman’s individual performance was measured by factors such as his leadership in the acquisition and integration
of QSC, navigating evolving government tariff policies and regulatory changes, and providing strategic oversight of
initiatives aligned with the Company’s EarthLIGHT program.
Ms. Mills’ individual performance was evaluated on elements including her leadership in the acquisition and integration of
QSC, advancing Associate Sustainable Engagement efforts and related EarthLIGHT goals, and supporting succession
planning by recruiting and onboarding a new Senior Vice President of Human Resources ahead of her planned retirement.
Fiscal 2025 Short-Term Incentive Award
On October 23, 2025, the Compensation and Management Development Committee certified the achievement of fiscal
2025 financial performance objectives based upon information prepared by the Company’s finance department and
approved the fiscal 2025 STIP awards to the NEOs, other than Mr. Ashe. The independent members of the Board then
reviewed and approved the Compensation and Management Development Committee’s recommendations with respect to
Mr. Ashe’s fiscal 2025 STIP award.
The following table reflects the actual STIP awards for each of our NEOs based on our financial performance and their
individual performance for fiscal 2025:
Named Executive Officer | Financial Performance Payout($)(1) | Individual Performance Payout ($)(2) | Actual 2025 Short-Term Incentive Award Payout ($) | ||
Neil M. Ashe | 1,152,000 | + | 360,000 | = | 1,512,000 |
Karen J. Holcom | 528,000 | + | 165,000 | = | 693,000 |
Barry R. Goldman | 403,200 | + | 126,000 | = | 529,200 |
Dianne S. Mills | 403,200 | + | 105,000 | = | 508,200 |
(1)Financial performance payout is equal to Target Opportunity multiplied by 80% of the Financial Goal achieved at 96%.
(2)Individual performance payout is equal to Target Opportunity multiplied by 20% of the individual performance percent achieved. Individual performance
percent achieved for each of the NEOs was: Mr. Ashe, 120%; Ms. Holcom, 120%; Mr. Goldman, 120%; and Ms. Mills, 100%.
Long-Term Incentive Awards
A substantial portion of the total direct compensation of our NEOs is delivered in LTIP awards in the form of PSUs and
RSUs. LTIP awards are generally granted on an annual basis. The Compensation and Management Development
Committee may also grant LTIP awards at the time an executive officer is hired or promoted, or to recognize an executive
officer’s outstanding performance.
LTIP awards are granted under the stockholder-approved Omnibus Incentive Plan. The purpose of the LTIP is to enable
executive officers and other eligible associates to accumulate capital through future managerial performance, which the
Compensation and Management Development Committee believes contributes to the future success of our Company. The
Compensation and Management Development Committee believes that awards under the LTIP promotes a long-term
focus on our profitability due to the multi-year vesting period under the plan. The LTIP is also intended to directly align the
value received by the NEOs with the value received by our stockholders since LTIP awards are paid in shares of our
common stock.
Acuity Inc. | 2026 Proxy Statement | 51 |
EXECUTIVE COMPENSATION
Fiscal 2025 Long-Term Incentive Awards
In fiscal 2025, LTIP awards were based on the following parameters:
§the grant date value of annual awards approximates the median target value of awards for similar positions in the
market (the grant date value of the actual award may be slightly higher or lower based on individual performance);
§for the CEO, 75% of the annual award was in the form of PSUs, of which 50% were based on three-year adjusted
ROIC in excess of WACC and 25% were based on an rTSR metric;
§for the other NEOs, 60% of the annual award was in the form of PSUs, of which 40% were based on three-year
adjusted ROIC in excess of WACC and 20% were based on an rTSR metric;
§the PSUs granted to NEOs vest only if the three-year performance goals are achieved;
§the actual payout of the PSUs is dependent on the achievement of an established performance goal relative to target
performance, which ranges between zero and two-times the number of units originally awarded; and
§25% of the CEO annual award and 40% of the other NEO annual awards were in the form of RSUs that vest ratably
over a three-year period.
The NEOs’ awards are intended to demonstrate our commitment to value creation and alignment with stockholders, with
the majority of our CEO’s and other NEOs’ long-term awards delivered as performance-based PSUs.
Fiscal 2025 PSU Performance Goal
The actual number of shares earned under the PSU awards will be determined at the end of a three-year performance
period that begins on September 1, 2024 and ends on August 31, 2027 (i.e., fiscal 2025 through fiscal 2027), based on
the extent by which our average adjusted ROIC exceeds our average estimated WACC and based on our rTSR ranking
against the S&P 400 Capital Goods Index. For rTSR, the S&P 400 Capital Goods Index was determined to be the right
comparison group based on industry, overlap with our compensation peer group, stock price correlation and number of
companies included. See Appendix B for information relating to the calculation of WACC. The Compensation and
Management Development Committee selected these measures for our fiscal 2025 PSUs to encourage the NEOs to
make sound investment decisions that generate positive returns for stockholders and to drive balance between internal
and external performance. The level of achievement is based on the following:
ROIC METRIC
Threshold | Target(1) | Maximum(1) | |
Performance Goals | Average adjusted ROIC does not exceed the average estimated WACC by at least 2 percentage points | Average adjusted ROIC is equal to or greater than average estimated WACC by 2 percentage points | Average adjusted ROIC is equal to or greater than average estimated WACC by 6 percentage points |
Payout Percentage | 0% | 100% | 200% |
(1)The total number of shares earned will be interpolated between Target (100%) and Maximum (200%).
rTSR METRIC
Threshold(1) | Target | Maximum(1) | |
Performance Goals | <25th Percentile Rank Relative to the S&P 400 Capital Goods Index | 50th Percentile Rank Relative to the S&P 400 Capital Goods Index | >75th Percentile Rank Relative to the S&P 400 Capital Goods Index |
Payout Percentage | 0% | 100% | 200% |
(1)The total number of shares earned will be interpolated between Threshold (0%) and Maximum (200%).
Acuity Inc. | 2026 Proxy Statement | 52 |
EXECUTIVE COMPENSATION
Fiscal 2025 Long-Term Incentive Award Values
The following table shows the fiscal 2025 LTIP award values granted to the NEOs, both in dollars and number of shares
(assuming the PSUs are earned at 100%). The LTIP award values for Mr. Ashe, Ms. Holcom, Mr. Goldman and Ms. Mills
increased from the 2024 LTIP award value by 25 percent, 17 percent, 5 percent and 5 percent, respectively, to the amount
shown below in recognition of their individual performance and, in the case of Mr. Ashe, Ms. Holcom and Mr. Goldman, to
more closely align their target LTIP award values with the median of the peer group data for their respective positions:
Value by Award Type | Number of Shares by Award Type(1) | |||||
Named Executive Officer | Grant Date Fair Value of Award ($) | Restricted Stock Units ($) | Performance Stock Units ($) | Restricted Stock Units (#) | Performance Stock Units at Target (#) | |
Neil M. Ashe | 7,500,000 | 1,875,000 | 5,625,000 | 6,272 | 18,815 | |
Karen J. Holcom | 1,925,000 | 770,000 | 1,155,000 | 2,576 | 3,863 | |
Barry R. Goldman | 1,050,000 | 420,000 | 630,000 | 1,406 | 2,107 | |
Dianne S. Mills | 1,050,000 | 420,000 | 630,000 | 1,406 | 2,107 | |
(1)The Number of Shares by Award Type is calculated by dividing the total long-term incentive award value by the Company’s closing stock price on the
grant date, rounded up to the nearest whole unit, then apportioned by Award Type. The Company’s closing stock price on the grant date, October 24,
2024, was $298.97.
RSUs vest ratably over a three-year period and PSUs will vest at the end of three years, subject to achievement of the
specified performance measures. Dividends accrue on RSUs and PSUs but are not paid until the underlying award vests.
Vesting of Fiscal 2023 Performance Stock Units
On October 24, 2022, the Compensation and Management Development Committee granted PSUs (“2022 PSUs”) to our
NEOs, Mr. Ashe, Ms. Holcom, Mr. Goldman and Ms. Mills.
The 2022 PSUs were subject to achievement of our average adjusted ROIC in excess of our average estimated WACC
and upon the TSR of the Company’s common stock as compared to the TSRs of the constituents of the S&P 400 Capital
Goods Index, as constituted on September 1, 2022, measured over a three-year performance period beginning on
September 1, 2022 and ending on August 31, 2025 (i.e., fiscal 2023 through fiscal 2025). The Threshold, Target and
Maximum performance achievement levels for the 2022 PSUs were the same as those described above in Fiscal 2025
PSU Performance Goal for ROIC. The payout of the awards was certified by the Compensation and Management
Development Committee on October 23, 2025, based on financial information presented with the final payout representing
maximum performance of 200% for the ROIC portion of the awards and representing a performance achievement of
162% for the rTSR portion of the awards as summarized in the tables below. The following adjustments were made to the
ROIC results for items not contemplated when the applicable three-year targets were set, as described in further detail in
Appendix B: acquisition or divestiture-related items; employee severance, impairments and other costs; and pension
settlement loss.
Average Adjusted ROIC for Performance Period(1) | Average Estimated WACC for Performance Period | Amount by which Average Adjusted ROIC Exceeds WACC | Payout Percentage | |
18.3% | 10.7% | 7.7 percentage points | 200% |
(1)Adjusted ROIC is a non-GAAP financial measure. See Appendix B for a reconciliation to the most directly comparable financial measure calculated in
accordance with GAAP. Adjustments to ROIC results for items not contemplated when the three-year targets were set are also described in Appendix B.
Relative TSR | Target for 100% Payout | Actual Performance | Payout Percentage | |
50th Percentile | 80.4% | 162% |
Based on the 200% ROIC and 162% rTSR performance achievement, Mr. Ashe, Ms. Holcom, Mr. Goldman and Ms. Mills
earned the following payouts for their 2022 PSUs.
Participating Named Executive Officers | Target PSUs (#) | Earned Shares (#) |
Neil M. Ashe | 23,207 | 43,474 |
Karen J. Holcom | 5,569 | 10,432 |
Barry R. Goldman | 3,375 | 6,322 |
Dianne S. Mills | 3,375 | 6,322 |
Acuity Inc. | 2026 Proxy Statement | 53 |
EXECUTIVE COMPENSATION
Executive Perquisites
The limited perquisites and other personal benefits that were available to our NEOs for fiscal 2025 consisted of: charitable
contributions made by the Company on behalf of an executive officer under the Company’s Matching Gift Program, which
permits the Company to make matching contributions, on a dollar-for-dollar basis, of up to $5,000 in the aggregate, to
eligible charitable organizations during each fiscal year; an executive physical benefit of up to $5,000 per NEO per year;
limited events attended by our Board and certain members of management, which are designed to foster development
opportunities and encourage strategic discussions with members of our Board; and limited personal use of the Company’s
aircraft, which was subject to reimbursement to the Company. We also provided other limited perquisites and other
personal benefits that we determined had no aggregate incremental cost to the Company.
In fiscal 2025, the aggregate amount of perquisites and personal benefits provided to each NEO was less than $10,000.
Retirement Benefits
We sponsor the Acuity Brands, Inc. 2002 Supplemental Executive Retirement Plan, as amended (the “2002 SERP”),
which was implemented effective January 1, 2003. The 2002 SERP provides participants with a nonqualified pension
benefit based on the participant’s average earnings and years of service, which benefit is generally payable in an annuity
following retirement. Based on stockholder feedback, we amended the 2002 SERP in October 2020 to close the plan to
new participants. Benefits to existing participants were not affected and continue to accrue. Each of our NEOs, other than
Ms. Mills, participated in the 2002 SERP in fiscal 2025. During fiscal 2025, certain legacy benefits that Ms. Holcom and
Mr. Goldman had under a frozen component of our legacy tax-qualified pension plan (the “Legacy Pension Plan”), which
they had accrued for service prior to becoming executive officers, were paid out in a lump sum. See Pension Benefits in
Fiscal 2025 for a detailed description of the 2002 SERP and the Legacy Pension Plan.
We maintain several deferred compensation plans described below under Fiscal 2025 Non-Qualified Deferred
Compensation. The deferred compensation plans are designed to provide eligible participants an opportunity to defer
compensation on a tax-efficient basis. Under certain plan provisions, we make contributions to participants’ accounts.
We maintain defined contribution plans (“401(k) plans”) for all of our eligible U.S. associates. The 401(k) plans provide for
associate pre-tax contributions, as well as employer matching contributions for salaried participants and certain hourly
participants that do not participate in qualified defined benefit retirement plans.
Change in Control Agreements
We have change in control agreements with our NEOs that provide for separation payments and benefits, consistent with
common market practices among our peers, upon qualifying terminations of employment in connection with a change in
control of our Company. The change in control agreements are intended to promote meeting the business objectives and
needs of our Company and our stockholders by providing the NEOs with some measure of security against the possibility
of employment loss that may result following a change in control.
For additional information on the change in control arrangements see Potential Payments upon Termination—Change
in Control Agreements.
Severance Agreements
To help ensure that we are offering a competitive executive compensation program, we believe it is important to provide
reasonable severance benefits to our NEOs. Accordingly, we have entered into severance agreements with each of
our NEOs.
Severance agreements contain restrictive covenants with respect to confidentiality, non-solicitation and non-competition
and are subject to the execution of a release. Severance agreements for Mr. Ashe, Ms. Holcom, Mr. Goldman and
Ms. Mills are effective until terminated in accordance with the provisions of the agreement, except during a “Covered
Period,” which includes the six months prior to a change in control event and continues for two years following a change
in control.
For additional information on the severance arrangements see Potential Payments upon Termination—
Severance Agreements.
Acuity Inc. | 2026 Proxy Statement | 54 |
EXECUTIVE COMPENSATION
Other Practices, Considerations and Policies
Stock Ownership Guidelines
Our executive officers are subject to stock ownership guidelines. The guidelines are intended to help ensure that our
executive officers maintain an equity interest in our Company at a level sufficient to assure our stockholders of their
commitment to value creation, while addressing their individual needs for portfolio diversification. The stock ownership
guidelines provide that, over a five-year period, executive officers will attain ownership in our common stock valued at a
multiple of their annual base salary as shown in the table below.
Multiple of Salary | Multiple of Salary | |||||
Neil M. Ashe | 6X |  | Barry R. Goldman | 3X |  | |
Karen J. Holcom | 3X | | Dianne S. Mills | 3X | | |
The stock ownership levels of all our executive officers currently exceed the salary multiple required by the guidelines. For
the purpose of calculating compliance with the guidelines, share ownership includes shares owned directly or indirectly,
shares and/or units represented by amounts invested in the Company’s 401(k) plans, and unvested time-based RSAs,
RSUs and phantom stock. See our Stock Ownership Guidelines Policy at www.acuityinc.com under Investors then
Governance – Committee Charters & Governance Documents.
Hedging, Pledging and Insider Trading Policy
The Company has adopted an insider trading policy that governs the sale, purchase, and/or other dispositions of our
securities (and related derivative securities) by directors, officers and employees, other covered persons, and the
Company and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards
applicable to the Company. Our insider trading policy prohibits our associates, officers and directors from hedging their
ownership of our common stock, including the prohibition from engaging in short sales of our common stock and from
purchasing or selling any derivative securities, or entering into any derivatives contracts relating to our securities. Our
insider trading policy also prohibits our associates, officers and directors from purchasing, selling, or otherwise disposing
of Company securities while in possession of material non-public information (except in limited circumstances, such as
pursuant to a previously established trading plan).
Our insider trading policy prohibits our executive officers and directors from pledging our common stock. None of our
NEOs or directors holds any of our stock subject to pledge.
Clawback Policy and Clawback Provisions
We have a recoupment or “clawback” policy (“Clawback Policy”) in order to further align the interests of key associates
with the interests of our stockholders and strengthen the link between total compensation and the Company’s
performance. Under our Clawback Policy, if we are required to prepare certain types of accounting restatements, we will
be required to recover or “claw back” incentive-based compensation from any current or former executive officer, including
our NEOs. We also may recover such compensation from our executive officers’ direct reports. The Clawback Policy
provides for the limited exceptions permitted by the applicable listing standards and regulations, including an exception if
the direct expense of recovery would exceed the amount to be recovered.
Under our Clawback Policy, “incentive-based compensation” is defined broadly to include any compensation that is
granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, and will generally
include our STIP and PSUs. The amount of incentive-based compensation that will be subject to recovery is the excess of
the incentive-based compensation received during the preceding three years over the amount of incentive-based
compensation that would have been received had the amount been determined based on the restated
financial statements.
Our Clawback Policy gives the Compensation and Management Development Committee discretion to administer and
interpret our Clawback Policy. To date, no NEO has been subject to any clawbacks.
Acuity Inc. | 2026 Proxy Statement | 55 |
EXECUTIVE COMPENSATION
In addition to the Clawback Policy, STIP awards made under the Short-Term Incentive Plan and LTIP awards made under
the Omnibus Inventive Plan include compensation recovery rights for the Company. The Short-Term Incentive Plan
provides that STIP awards are subject to the Clawback Policy and deduction, clawback or forfeiture to the extent required
to comply with any recoupment requirement imposed under applicable laws, rules, regulations or stock exchange listing
standards. The Short-Term Incentive Plan also provides that STIP awards and any cash payments received pursuant to
such awards will be subject to deduction, recoupment, or forfeiture at the discretion of the Compensation and
Management Development Committee, in the event that the committee determines that a participant’s negligence, fraud
or other misconduct contributed to the Company having to restate all or a portion of its financial statements or in the event
that a participant otherwise engages in misconduct, including any material violation of law or Company policy, which
causes or might reasonably be expected to cause financial, reputational, or other harm to the Company, as determined by
the Compensation and Management Development Committee.
Similarly, the Omnibus Incentive Plan provides that LTIP awards are subject to Clawback Policy or any clawback policy
that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association
on which the Company’s securities are listed or as is otherwise required by applicable law. Further, the Omnibus Incentive
Plan provides that the Compensation and Management Development Committee may determine that participant’s rights,
payments and benefits with respect to any award under it are subject to reduction, cancellation, forfeiture or recoupment
in the event of: the participant’s termination for cause; serious misconduct; violation of the Company’s policies; breach of
fiduciary duty; unauthorized disclosure of any trade secret or confidential information of the Company; breach of
applicable noncompetition, nonsolicitation, confidentiality, or other restrictive covenants; or other conduct or activity that is
in competition with the business of the Company, or otherwise detrimental to the business, reputation or interests of the
Company; or upon the occurrence of certain events specified in the applicable award agreement. In addition, the terms of
agreements for RSU and PSU awards made under the LTIP provide that awards are subject to the Clawback Policy and
deduction, clawback or forfeiture to the extent required to comply with any recoupment requirement imposed under
applicable laws, rules, regulations or stock exchange listing standards.
Equity Award Grant Practices
independent members of the Board for our CEO, on an annual basis or when necessary on the basis of business needs,
changing compensation practices, or other factors. The CEO may make interim equity awards to associates who are not
executive officers from a previously approved discretionary stock pool, which are generally made on the first business day
of each fiscal quarter based on prescribed criteria established by the Compensation and Management Development
Committee. In certain circumstances, the Board may approve equity awards to key associates of newly acquired
businesses in order to retain key talent or to incentivize their continued efforts on behalf of the Company. Interim equity
awards may be granted upon initial hiring and following promotions or other special circumstances that occur during the
year, subject to Compensation and Management Development Committee approval. The Compensation and Management
Development Committee and the independent members of the Board do not take into account material nonpublic
Compensation Risk Analysis
Because performance-based incentives play a large role in our overall executive compensation program, we believe that it
is important to help ensure that these incentives do not result in our executives taking actions that may conflict with our
long-term best interests. The Compensation and Management Development Committee considers risk in designing the
compensation program with the goal of appropriately balancing short-term incentives and long-term performance. We
address this in several ways:
§The various financial performance measures that are set under the STIP and LTIP are balanced and are informed by
prior year performance levels and multi-year performance targets that are reviewed and approved by the Board. We
believe these performance targets are challenging, yet attainable, without the need to take inappropriate risks or make
material changes to our business or strategy.
§Awards under the LTIP are made in the form of equity grants that either vest over time or upon the achievement of
three-year performance targets. We believe the three-year vesting of the equity awards plays an important role in
mitigating unnecessary or excessive risk taking.
§The STIP and the LTIP have maximum payout limitations for each participant.
Acuity Inc. | 2026 Proxy Statement | 56 |
EXECUTIVE COMPENSATION
§Because the value of the equity awards is best realized through long-term appreciation of stockholder value (especially
when coupled with our Stock Ownership Guidelines), we believe the equity awards encourage a long-term growth
mentality among our executives and aligns their interests with those of our stockholders.
The Compensation and Management Development Committee’s independent, third-party consultant conducted a risk
assessment of the Company’s compensation programs. After reviewing this risk assessment and discussion of the results
with management, the Compensation and Management Development Committee concluded that our compensation
program does not encourage management to take excessive risks and serves the stockholders’ best interests in our
sustained long-term performance by including an appropriate balance of financial performance measures, extended
vesting schedules and significant stock ownership requirements.
Report of the Compensation and Management
Development Committee
The Compensation and Management Development Committee has reviewed and discussed with management the
contents of the Compensation Discussion and Analysis section of this Proxy Statement. Based on its review and
discussions with management, the Compensation and Management Development Committee recommended to the Board
that the Compensation Discussion and Analysis be included in this Proxy Statement for fiscal 2025 for filing with the SEC.
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
Maya Leibman, Chair
Marcia J. Avedon, Ph.D.
W. Patrick Battle
James H. Hance, Jr.
Acuity Inc. | 2026 Proxy Statement | 57 |
EXECUTIVE COMPENSATION
Executive Compensation Tables
Fiscal 2025 Summary Compensation Table
The following table presents compensation data for the NEOs for fiscal 2025, 2024 and 2023, as may be applicable.
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) |
Neil M. Ashe Chairman, President and CEO | 2025 | 1,000,000 | — | 8,576,928 | — | 1,512,000 | 1,399,155 | 12,600 | 12,500,683 |
2024 | 1,000,000 | — | 6,730,939 | — | 1,851,000 | 1,299,815 | 12,420 | 10,894,174 | |
2023 | 1,000,000 | — | 6,091,382 | — | 1,398,800 | 711,755 | 11,880 | 9,213,817 | |
Karen J. Holcom Senior Vice President and Chief Financial Officer | 2025 | 550,000 | — | 2,146,033 | — | 693,000 | 311,197 | 80,110 | 3,780,340 |
2024 | 550,000 | — | 1,810,894 | — | 678,700 | 339,153 | 74,063 | 3,452,810 | |
2023 | 541,667 | — | 1,791,926 | — | 569,800 | 216,233 | 62,673 | 3,182,299 | |
Barry R. Goldman Senior Vice President and General Counsel | 2025 | 520,833 | — | 1,170,808 | — | 529,200 | 336,007 | 49,707 | 2,606,555 |
2024 | 500,000 | — | 1,097,531 | — | 592,000 | 374,265 | 45,202 | 2,608,998 | |
2023 | 491,667 | — | 1,086,017 | — | 518,000 | 219,432 | 36,222 | 2,351,338 | |
Dianne S. Mills Senior Vice President and Chief Human Resources Officer | 2025 | 520,833 | — | 1,170,808 | — | 508,200 | 5,970 | 19,083 | 2,224,894 |
2024 | 500,000 | — | 1,097,531 | — | 617,000 | 7,503 | 21,120 | 2,243,154 | |
2023 | 491,667 | — | 1,086,017 | — | 553,000 | 4,695 | 34,813 | 2,170,192 |
(1)Represents the aggregate grant date fair value of PSU and RSU awards granted during the applicable fiscal year. The fiscal 2025 awards consisted of
75% PSUs and 25% RSUs for Mr. Ashe and 60% PSUs and 40% RSUs for Ms. Holcom, Mr. Goldman and Ms. Mills. The value of PSUs granted in fiscal
2025, assuming the maximum level of performance will be achieved, is as follows: Mr. Ashe, $13,403,577, Ms. Holcom, $2,751,772, Mr. Goldman,
$1,500,912 and Ms. Mills, $1,500,912. The assumptions used to value RSUs and PSUs granted can be found in Note 11 to our Consolidated Financial
Statements included in the Annual Report on Form 10-K for the fiscal year ended August 31, 2025. For more information regarding stock awards granted
in fiscal 2025, see Fiscal 2025 Long-Term Incentive Awards.
(2)Represents amounts earned under the STIP for the applicable fiscal year. For more information, see Fiscal 2025 Short-Term Incentive Awards.
(3)For fiscal 2025, represents the increase in the actuarial present value of benefits under the 2002 SERP and above-market earnings on deferred
compensation that is not tax-qualified, in each case to the extent applicable. During fiscal 2025 the Legacy Pension Plan was terminated and Ms. Holcom
and Mr. Goldman, the only NEOs who participated in the Legacy Pension Plan, both elected a lump sum payment from the Plan which resulted in no
year-over-year increase in the actuarial present value to their respective Plan benefits. The increases in defined benefit pension values for fiscal 2025
under the 2002 SERP were as follows: Mr. Ashe, $1,399,155, Ms. Holcom $280,584 and Mr. Goldman, $306,014. The change in the pension value for
fiscal 2025 was primarily attributed to an increase in the value under the 2002 SERP due to the passage of time. The above-market earnings on deferred
compensation for fiscal 2025 were as follows: Ms. Holcom, $30,613, Mr. Goldman, $29,993 and Ms. Mills, $5,970. The above-market earnings were
calculated as the excess of the earnings credited on deferred amounts under our deferred compensation plans that were deemed invested in the prime
rate investment alternative under such plans over the amount that would have been earned had the deferred amounts been credited with a return equal
to 120% of the applicable federal rate in effect when the prime rate investment alternative was first offered under the plans. For more information, see
Pension Benefits in Fiscal 2025 and Fiscal 2025 Non-Qualified Deferred Compensation.
(4)Amounts shown for All Other Compensation include the following: matching contributions into the Company’s 401(k) plan for Mr. Ashe, $12,600; for
Ms. Holcom, $12,480; for Mr. Goldman, $12,620; and for Ms. Mills, $9,000. Also included are Company Contributions into the Deferred Compensation
Plans as follows: Ms. Holcom, $67,630; Mr. Goldman, $37,087; and Ms. Mills, $10,083. In fiscal 2025, the aggregate incremental cost of perquisites and
personal benefits provided to each NEO was less than $10,000.
Acuity Inc. | 2026 Proxy Statement | 58 |
EXECUTIVE COMPENSATION
Fiscal 2025 Grants of Plan-Based Awards
The following table provides information about equity and non-equity incentive awards for fiscal 2025 for each of the
NEOs. Non-equity incentive plan awards are made under the STIP and equity incentive awards are made under the LTIP.
Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | |||||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||
Neil M. Ashe | 750,000 | 1,500,000 | 3,000,000 | |||||||||
PSU-ROIC | 10/24/24 | — | 12,544 | 25,088 | 3,750,280 | |||||||
PSU-rTSR | 10/24/24 | — | 6,271 | 12,542 | 2,951,509 | |||||||
RSU | 10/24/24 | — | — | — | 6,272 | 1,875,140 | ||||||
Karen J. Holcom | 343,750 | 687,500 | 1,375,000 | |||||||||
PSU-ROIC | 10/24/24 | — | 2,576 | 5,152 | 770,147 | |||||||
PSU-rTSR | 10/24/24 | — | 1,287 | 2,574 | 605,739 | |||||||
RSU | 10/24/24 | — | — | — | 2,576 | 770,147 | ||||||
Barry R. Goldman | 262,500 | 525,000 | 1,050,000 | |||||||||
PSU-ROIC | 10/24/24 | — | 1,405 | 2,810 | 420,053 | |||||||
PSU-rTSR | 10/24/24 | — | 702 | 1,404 | 330,403 | |||||||
RSU | 10/24/24 | — | — | — | 1,406 | 420,352 | ||||||
Dianne S. Mills | 262,500 | 525,000 | 1,050,000 | |||||||||
PSU-ROIC | 10/24/24 | — | 1,405 | 2,810 | — | 420,053 | ||||||
PSU-rTSR | 10/24/24 | — | 702 | 1,404 | — | 330,403 | ||||||
RSU | 10/24/24 | — | — | — | 1,406 | 420,352 | ||||||
(1)These columns show the possible fiscal 2025 payout for each NEO under the STIP if the threshold, target, or maximum goals, as such terms are defined
by the SEC, were achieved. See Fiscal 2025 Summary Compensation Table for final amounts earned. See Fiscal 2025 Short-Term Incentive Award
for a description of the program.
(2)These columns represent the potential payout of PSUs granted on October 24, 2024 under the LTIP if the performance measure is achieved over a three-
year performance period from September 1, 2024 to August 31, 2027. The threshold payout is 0% of the target shares granted and the maximum payout
is 200% of the target shares for all NEOs. During the period of time that the award is unearned, dividends will accumulate at the same rate as dividends
may be declared and paid on the Company’s common stock (“Accumulated Dividends”). These Accumulated Dividends will be paid in cash when the
underlying PSUs are earned and become vested and the underlying shares are issued. Accumulated Dividends will be forfeited if the PSUs are not
earned or do not become vested. See Fiscal 2025 Long-Term Incentive Award for a description of the program.
(3)This column shows the number of RSUs granted on October 24, 2024. The RSU grants vest ratably in three equal annual installments beginning one
year from the grant date. Accumulated Dividends are only paid when the RSUs vest and the underlying shares are issued, and will be forfeited if the
RSUs do not become vested.
(4)This column shows the aggregate grant date fair value, as determined in accordance with FASB ASC Topic 718. The grant date fair value of RSU and
PSU-ROIC awards is calculated using the closing price of our common stock on the NYSE on the grant date. The grant date fair value of PSU-rTSR
award is calculated using a Monte Carlo Simulation. The assumptions used to value awards granted can be found in Note 11 to our Consolidated
Financial Statements included in the Annual Report on Form 10-K for the fiscal year ended August 31, 2025.
Acuity Inc. | 2026 Proxy Statement | 59 |
EXECUTIVE COMPENSATION
Outstanding Equity Awards at Fiscal 2025 Year-End
The following table provides information on outstanding equity awards held by the NEOs at August 31, 2025. The table
includes unexercised or unearned option awards, unvested RSAs and RSUs and unearned PSUs. The vesting schedule
for each grant is shown in the “Vesting Schedule Table” that follows this table based on the grant date of each award. The
option exercise prices shown below are the closing market price of our common stock on the NYSE on the grant date,
except one option award to Mr. Ashe granted on January 31, 2020 had a premium exercise price that was $10 over the
fair market value on the date of grant.
Option Awards | Stock Awards | ||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value Of Unearned Shares, Units, Or Other Rights That Have Not Vested ($)(5) | |
Ashe | 01/31/20 | 200,000 | — | 117.87 | 01/31/30 | ||||||
01/31/20 | 200,000 | — | 127.87 | 01/31/30 | |||||||
01/31/20 | 100,000 | — | — | 117.87 | 01/31/30 | ||||||
09/01/20 | 225,000 | — | — | 108.96 | 09/01/30 | ||||||
09/01/20 | 52,200 | — | — | 108.96 | 09/01/30 | ||||||
10/24/22 | 46,053 | 15,034,923 | — | — | |||||||
10/24/23 | 6,162 | 2,011,708 | 55,452 | 18,103,414 | |||||||
10/24/24 | 6,272 | 2,047,620 | 37,630 | 12,285,066 | |||||||
Holcom | 10/24/16 | 897 | — | 239.76 | 10/24/26 | ||||||
10/25/17 | 657 | — | 156.39 | 10/25/27 | |||||||
10/24/18 | 1,468 | — | 116.36 | 10/24/28 | |||||||
10/24/22 | 11,670 | 3,809,905 | — | — | |||||||
10/24/23 | 2,711 | 885,060 | 12,200 | 3,982,934 | |||||||
10/24/24 | 2,576 | 840,987 | 7,726 | 2,522,307 | |||||||
Goldman | 10/25/17 | 1,751 | — | 156.39 | 10/25/27 | ||||||
10/24/18 | 2,936 | — | 116.36 | 10/24/28 | |||||||
10/24/22 | 7,072 | 2,308,796 | — | — | |||||||
10/24/23 | 1,643 | 536,390 | 7,394 | 2,413,919 | |||||||
10/24/24 | 1,406 | 459,017 | 4,214 | 1,375,745 | |||||||
Mills | 10/24/22 | 7,072 | 2,308,796 | — | — | ||||||
10/24/23 | 1,643 | 536,390 | 7,394 | 2,413,919 | |||||||
10/24/24 | 1,406 | 459,017 | 4,214 | 1,375,745 | |||||||
(1)For Mr. Ashe, the stock options shown in this column vested and became exercisable after two independent conditions were satisfied: a four year ratable
vest from the grant date; and the closing stock price of the Company’s common stock reaching either $275 or $225 per share and remaining at or above
that stock price target for ten consecutive trading days following the grant date.
(2)For awards granted on October 24, 2022, this column reflects outstanding RSUs and the PSUs that have been earned, but do not vest until
October 24, 2025.
(3)The market value is calculated as the product of (a) $326.47 per share, the closing market price of our common stock on the NYSE on August 31, 2025,
the last trading day of the fiscal year, multiplied by (b) the number of shares that have not vested.
(4)For awards granted on October 24, 2023: for PSUs based on ROIC in excess of WACC, the number of units shown are at maximum based on the
estimated level of achievement as of August 31, 2025; and for PSUs based on rTSR, the number of units shown are at maximum based on the estimated
level of achievement as of August 31, 2025. For awards granted on October 24, 2024: for PSUs based on ROIC in excess of WACC, the number of units
shown are at maximum based on the estimated level of achievement as of August 31, 2025; and for PSUs based on rTSR, the number of units shown are
at maximum based on the estimated level of achievement as of August 31, 2025.
(5)The market value is calculated as the product of (a) $326.47 per share, the closing market price on our common stock on the NYSE on August 31, 2025,
the last trading day of the fiscal year, multiplied by (b) the number of PSUs that would be earned based on the estimated level of achievement as of
August 31, 2025, as described in footnote 4 to this table. For awards granted on October 24, 2023, and October 24, 2024, the threshold, target and
maximum performance percentages for all NEOs are 0%, 100% and 200%, respectively.
Acuity Inc. | 2026 Proxy Statement | 60 |
EXECUTIVE COMPENSATION
VESTING SCHEDULE TABLE
Grant Date | Vesting Schedule Description | |
10/24/2016 | Options: 1/3 per year beginning one year from grant date (fully vested 10/24/2019). | |
10/25/2017 | Options: 1/3 per year beginning one year from grant date (fully vested 10/25/2020). | |
10/24/2018 | Options: 1/3 per year beginning one year from grant date (fully vested 10/24/2021). | |
1/31/2020 | Options: One time-vesting option award vests 1/3 per year beginning one year from the grant date (fully vested 1/31/2023); one time-vesting award with a premium exercise price vests 1/3 per year beginning one year from grant date (fully vested 1/31/2023); and one performance-based option will become exercisable if both of the following criteria are satisfied: 4-year ratable vesting beginning one year from the grant date and the Company stock price exceeds $225 per share for ten consecutive trading days. The stock price performance condition had been satisfied as of fiscal 2024 year end. | |
9/1/2020 | Options: two performance-based options would have become exercisable if both of the following criteria were satisfied: 4-year ratable vesting beginning one year from the grant date and the Company stock price exceeds $225 per share or $275 per share, respectively, for ten consecutive trading days. The $225 stock price performance condition had been satisfied as of fiscal 2024 year end, and the $275 stock price performance had been satisfied as of fiscal 2025 year end. | |
10/24/2022 | RSU: 1/3 per year beginning one year from grant date (will be fully vested 10/24/2025); PSU: three-year performance period ends 8/31/2025 (if performance achieved, earned shares will be released on 10/24/2025). | |
10/24/2023 | RSU: 1/3 per year beginning one year from grant date (will be fully vested 10/24/2026); PSU: three-year performance period ends 8/31/2026 (if performance achieved, earned shares will be released on 10/24/2026). | |
10/24/2024 | RSU: 1/3 per year beginning one year from grant date (will be fully vested 10/24/2027); PSU: three-year performance period ends 8/31/2027 (if performance achieved, earned shares will be released on 10/24/2027). |
Option Exercises and Stock Vested in Fiscal 2025
The following table provides information for the NEOs on the number of shares acquired upon the exercise of stock
options, the vesting of PSUs, RSAs or RSUs, and the value realized during fiscal 2025, each before payment of any
applicable withholding tax and broker commissions.
Option Awards | Stock Awards | ||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | |
Neil M. Ashe | — | — | 43,902 | 13,282,942 | |
Karen J. Holcom | — | — | 12,418 | 3,753,084 | |
Barry R. Goldman | 4,470 | 345,385 | 6,628 | 2,002,404 | |
Dianne S. Mills | — | — | 7,755 | 2,343,986 | |
(1)The value realized is the closing market price on the day the stock options were exercised or the stock awards vested (less the exercise price, in the case
of stock options), multiplied by the total number of shares that were exercised or that vested.
Acuity Inc. | 2026 Proxy Statement | 61 |
EXECUTIVE COMPENSATION
Pension Benefits in Fiscal 2025
The table below shows information for NEOs under the 2002 SERP and the Legacy Pension Plan as described in the
following paragraphs.
2002 SERP
The 2002 SERP is an unfunded, non-qualified retirement benefit plan that is offered to executive officers of the Company
to provide retirement benefits above amounts available under the Company’s tax-qualified defined contribution plans.
Benefits payable under the 2002 SERP are generally paid for 180 months (15 years) commencing on the executive’s
normal retirement date, which is defined as retirement at 60. For Mr. Ashe, benefits are comprised of the following
amounts: (a) a monthly amount equal to 2.8% (“standard accrued benefit factor”) of the executive’s average annual
compensation multiplied by the executive’s years of credited service and divided by 12 (the “standard accrued benefit”);
and (b) a second monthly amount equal to 1.4% (“incremental accrued benefit factor”) of the executive’s average annual
compensation multiplied by the executive’s years of credited service and divided by 12 (the “incremental accrued benefit”).
For Ms. Holcom and Mr. Goldman, benefits are comprised of a monthly amount equal to 2.8% (“modified accrued benefit
factor”) of the executive’s average annual compensation multiplied by the executive’s years of credited service and divided
by 12 (the “modified accrued benefit”). Average annual compensation is defined as the average of the executive’s salary
and short-term incentive payment for the three highest consecutive calendar years during the participant’s service with the
Company. An executive is credited with one year of service for each plan year while employed by the Company. Total
years of credited service cannot exceed ten years, although compensation earned after completing ten years of credited
service may be counted for purposes of determining the executive’s average annual compensation and accrued benefit
under the 2002 SERP. A reduced retirement benefit can commence between ages 55 and 60. We do not have a policy for
granting extra years of credited service under the 2002 SERP, except in connection with a change in control as may be
provided for in an executive’s change in control agreement. Participants vest in their plan benefit after three years of
credited service.
While benefits normally commence at age 60 and are paid in monthly installments over 15 years, benefits may be paid
earlier or in a different form as follows:
§a participant could elect to receive a reduced retirement benefit commencing between ages 55 and 60;
§a participant could elect to receive their incremental accrued benefit in a lump sum;
§benefits can also be distributed early in the event of a severe financial hardship; and
§upon the occurrence of a Section 409A change in control event (as defined in the 2002 SERP), the 2002 SERP will be
terminated consistent with the requirements of Treasury Regulation section 1.409A-3(j)(4)(ix)(B), and the Company will,
within five days of such an event, pay to each participant a lump sum cash payment equal to the lump sum actuarial
equivalent of the participant’s accrued benefit as of such date.
When calculating the actuarial equivalent of the foregoing forms of benefit, the plan uses an interest rate equal to the
lesser of 2.5% per annum or the yield on 10-Year U.S. Treasury Bonds.
The table below summarizes the benefits of each eligible NEO under the 2002 SERP. Ms. Mills, who would have become
an eligible participant for the plan when hired in March 2020, waived her participation right.
Name | Standard Accrued Benefit | Incremental Accrued Benefit | Modified Accrued Benefit | Total Benefit Percent | |
Neil M. Ashe | 2.8% | 1.4% | NA | 4.2% | |
Karen J. Holcom | NA | NA | 2.8% | 2.8% | |
Barry R. Goldman | NA | NA | 2.8% | 2.8% |
Legacy Pension Plan
The Legacy Pension Plan was a component of our tax-qualified defined benefit pension plan for which Ms. Holcom and
Mr. Goldman were eligible prior to becoming executive officers. Our other NEOs are not eligible for benefits under the
Legacy Pension Plan, and none of our NEOs are otherwise eligible for our tax-qualified defined benefit pension plan. The
Legacy Pension Plan was frozen as to new benefit accruals as of January 1, 2003. During fiscal 2024, the Board
approved a resolution to terminate the Legacy Pension Plan effective as of August 31, 2024. As part of the termination,
pension plan participants were offered an opportunity to cash out their plan balances as a one-time lump sum during fiscal
year 2025. Ms. Holcom and Mr. Goldman elected the cash out option, and the amounts of their one-time lump sum
payments they received during fiscal 2025 are shown in the “Payments During Last Fiscal Year” column of the Fiscal Year
2025 Pension Benefits Table below.
Acuity Inc. | 2026 Proxy Statement | 62 |
EXECUTIVE COMPENSATION
Prior to being frozen in 2003 and terminated in 2024, the Legacy Pension Plan provided for a normal retirement pension
payable in the form of a single-life annuity with 10 years certain. Normal retirement was defined as a resignation after age
65. The monthly benefit for each participating NEO under the Legacy Pension Plan following normal retirement would
have been equal to the sum of 0.5% of the NEO’s final average compensation plus 0.5% of the NEO’s final average
compensation in excess of covered compensation, multiplied by the NEO’s years of credited service. Compensation was
generally defined under the Legacy Pension Plan as compensation as shown in Box 1 of Form W-2, subject to
adjustments for salary deferrals, elective contributions and certain equity-based compensation and fringe benefits.
Fiscal Year 2025 Pension Benefits Table
The amounts reported for the NEOs in the table below are the present values of the accumulated benefits in the 2002
SERP as of August 31, 2025 and the one-time lump sum cash-out payments received under the Legacy Pension Plan
during fiscal 2025, to the extent the NEOs participate in such plans. The assumptions used to calculate the present value
of the accumulated benefit are described in the footnotes to the table.
Name | Plan Name | Number of Years Credited Service (#)(1)(2) | Present Value of Accumulated Benefit ($)(3)(4) | Payments During Last Fiscal Year ($) |
Neil M. Ashe | 2002 SERP | 5 | 5,894,761 | — |
Karen J. Holcom | 2002 SERP | 6 | 1,271,992 | — |
Legacy Pension Plan | 3 | 0 | (16,773) | |
Barry R. Goldman | 2002 SERP | 6 | 1,315,201 | — |
Legacy Pension Plan | 5 | 0 | (32,538) |
(1)Mr. Ashe became an eligible participant in the 2002 SERP when hired on January 8, 2020. Ms. Holcom and Mr. Goldman became eligible participants in
the 2002 SERP on September 1, 2019.
(2)Ms. Holcom became an eligible participant in the Legacy Pension Plan on January 1, 2000, and Mr. Goldman became an eligible participant in the
Legacy Pension Plan on January 1, 1998. They ceased to accrue additional benefits under the Legacy Pension Plan when it was frozen in 2003.
(3)The accumulated benefit in the 2002 SERP is based on service and earnings (base salary and bonus, as described above) considered by the 2002 SERP
for the period through August 31, 2025. The present value has been calculated assuming the benefit is payable commencing at a retirement of age 65 for
all NEOs except Mr. Ashe, where the present value has been calculated assuming the benefit is payable commencing at a retirement age of 60. The
discount rate assumed in the calculation is 5.25% compared with 4.85% in the prior year.
(4)As part of the transition of the Legacy Pension Plan administration to an insurance company specializing in pension fund management that began in fiscal
year 2024, participants were offered an opportunity to cash out their plan balances as a one-time lump sum during fiscal 2025. Ms. Holcom and
Mr. Goldman each elected the cash out option.
Fiscal 2025 Non-Qualified Deferred Compensation
The Company maintains certain non-qualified deferred compensation plans that our NEOs may participate in. These
non-qualified deferred compensation plans are described below.
2005 Acuity Brands, Inc. Supplemental Deferred Savings Plan. The 2005 SDSP is an unfunded, non-qualified plan
under which key associates, including our NEOs, are able to annually defer up to 50% of salary and STIP awards as cash
units. Ms. Holcom, Mr. Goldman and Ms. Mills are also eligible to receive a Company matching contribution of their
deferrals (50% of their deferrals, limited to 5% of their base salary and STIP awards, which together is “total cash
compensation”), and, for Ms. Holcom and Mr. Goldman, a pension make-up contribution received in lieu of benefits that
would have been received under a frozen Company pension plan. Prior to January 1, 2022, Ms. Holcom, Mr. Goldman
and Ms. Mills also received a supplemental contribution equal to 3% of their total cash compensation based on calendar
year contributions, which was contributed each December. Effective October 25, 2021, the 2005 SDSP was amended to
remove the supplemental contribution for all eligible participants, including Ms. Holcom, Mr. Goldman and Ms. Mills. This
amendment was effective for the plan year commencing in January 2022. As a result, the final supplemental contribution
was made in December 2021. Effective March 30, 2023, the 2005 SDSP was amended and restated to clarify the
payment structure for certain in-service payment elections.
Mr. Ashe is not eligible to receive the Company contributions under the 2005 SDSP because of the level of benefits that
he receives under the 2002 SERP. As noted above, Ms. Holcom and Mr. Goldman are eligible for the Company
contributions to the plan at the same rate that other participants receive contributions due to the reduced rate at which the
2002 SERP benefit accrues for each of them.
Account balances under the 2005 SDSP earn interest income based on the prime rate. Interest is credited monthly and is
compounded annually.
Acuity Inc. | 2026 Proxy Statement | 63 |
EXECUTIVE COMPENSATION
Employee contributions may be paid in a lump sum or up to ten annual installments at the executive’s election. The
executive may direct that deferrals and related earnings be credited to accounts to be distributed in the future and/or to a
retirement account. Future-dated payments may be distributed in a lump sum or up to ten annual installments no earlier
than two years following the last deferral to the account. The executive may change the form of distribution twice during
the period up to one year prior to termination or retirement, with the new distribution being delayed by at least an
additional five years in accordance with Section 409A.
Company contribution accounts may be distributed in a lump sum or up to ten annual installments upon termination of
employment. The executive may change the form of distribution twice during the period up to one year prior to termination
of employment, with the new distribution being delayed by at least an additional five years in accordance with
Section 409A.
2001 Acuity Brands, Inc. Supplemental Deferred Savings Plan. The 2001 SDSP, which does not currently allow
deferrals, covered the same general group of eligible associates and operated in a similar manner to the 2005 SDSP,
except that it encompassed contributions by the executive and the Company that were vested as of December 31, 2004.
These contributions were, therefore, not subject to the provisions of Section 409A. Executive deferrals may be distributed
in a lump sum or up to ten annual installments beginning no sooner than five years following the calendar year of deferral.
Company contributions will be distributed at or following termination in a lump sum or installments at the associate’s
election, which must be in place 24 months prior to termination. There were no deferrals or Company contributions into
the 2001 SDSP during fiscal 2024. When the 2001 SDSP was active, Ms. Holcom and Mr. Goldman each received annual
Company contributions to the 2001 SDSP at the same rate as other plan participants, including pension make-up
contributions in lieu of benefits that would have been received under a frozen Company pension plan.
The table below provides fiscal 2025 information related to our NEOs in our non-qualified deferred compensation plans.
Name | Plan Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($)(3) | Aggregate Balance at Last FYE ($)(4) |
Neil M. Ashe(5) | NA | NA | NA | NA | NA | NA |
Karen J. Holcom | 2001 SDSP | — | — | 860 | — | 12,153 |
2005 SDSP | 122,870 | 67,630 | 108,602 | (107,652) | 1,557,303 | |
Barry R. Goldman | 2001 SDSP | — | — | 1,040 | — | 14,689 |
2005 SDSP | 59,200 | 37,087 | 109,076 | (41,321) | 1,549,550 | |
Dianne S. Mills | 2005 SDSP | 20,750 | 10,083 | 19,802 | — | 292,441 |
(1)The amounts shown include salary deferrals and/or deferrals of amounts paid under the STIP. The salary portion of the amounts reflected above is
included in the amount reported as “Salary” in the Fiscal 2025 Summary Compensation Table as follows: Ms. Holcom, $55,000 and Ms. Mills, $20,750.
The deferred STIP award portion of the amounts shown above is included in the amount reported as “Non-Equity Incentive Plan Compensation” in the
Fiscal 2025 Summary Compensation Table as follows: Ms. Holcom, $67,870 and Mr. Goldman, $59,200.
(2)The amounts shown are not included in the Summary Compensation Table for Fiscal 2025 except to the extent they represent above-market earnings in
excess of 120% of the applicable federal rate. The earnings consist of interest credited to each NEOs account balance during fiscal 2025, which balance
may include deferred compensation from prior periods.
(3)The amounts shown are not included in the Fiscal 2025 Summary Compensation Table. The amounts shown for Ms. Holcom, Mr. Goldman and Ms. Mills
consist of distributions of prior period deferrals of compensation along with related interest earned. As described above, participants may elect such
distributions at the time deferral elections are made.
(4)A portion of amounts shown in this column for the 2005 SDSP were previously reported as compensation in the Summary Compensation Table for this
year and for prior years as follows: Ms. Holcom, $979,074; Mr. Goldman, $459,950; and Ms. Mills, $255,216. The amounts shown also include participant
deferrals, Company contributions, and interest credited in prior fiscal periods when Ms. Holcom and Mr. Goldman were not NEOs and for Ms. Mills
beginning as of her date of employment with the Company.
(5)Mr. Ashe does not participate in the non-qualified deferred compensation plans.
Acuity Inc. | 2026 Proxy Statement | 64 |
EXECUTIVE COMPENSATION
Employment Arrangements
At the time we first hire an associate, we generally provide the associate with a letter outlining the effective date of their
employment, the basic compensation arrangements for the associate’s at-will employment, any benefits to which the
associate is entitled, and whether the associate is entitled to participate in any severance or change in control benefits.
We do not have employment contracts with any of our associates, including our NEOs. All NEOs are entitled to participate
in benefit plans and perquisites afforded to executives at their level and coverage under the Company’s directors’ and
officers’ liability insurance coverage. A summary of current employment arrangements with our NEOs is provided in the
table below.
Fiscal 2025 Employment Arrangements | |||
Neil M. Ashe | Salary | $1,000,000 | |
Short-Term Incentive | percentage of base salary | ||
Long-Term Incentive | percentage of base salary | ||
Karen J. Holcom | Salary | $550,000 | |
Short-Term Incentive | percentage of base salary | ||
Long-Term Incentive | percentage of base salary | ||
Barry R. Goldman | Salary | $525,000 | |
Short-Term Incentive | percentage of base salary | ||
Long-Term Incentive | percentage of base salary | ||
Dianne S. Mills | Salary | $525,000 | |
Short-Term Incentive | percentage of base salary | ||
Long-Term Incentive | percentage of base salary | ||
See Potential Payments upon Termination for a description of each NEO’s severance agreement and change in
control agreement.
Acuity Inc. | 2026 Proxy Statement | 65 |
EXECUTIVE COMPENSATION
Potential Payments upon Termination
We have entered into severance agreements and change in control agreements with each of our NEOs. The material
terms of these agreements are described below and the potential payments upon termination are shown in the table
that follows.
Severance Agreements
The severance agreements for the NEOs provide benefits to our NEOs in the event the executive’s employment is
involuntarily terminated by us without cause, or for Mr. Ashe only, in the event that he terminates his employment for good
reason any time after a change in control. The agreements terminate without payment in the event an executive is
terminated for cause, dies, incurs a disability, or voluntarily terminates (other than in the case of Mr. Ashe, a voluntary
termination in connection with a qualifying good reason).
The severance agreements are effective until terminated in accordance with the provisions of each agreement and
provide the following benefits to our NEOs for the severance period shown for each NEO.
Severance Benefit | Ashe (2 yrs) | Holcom (1 yr) | Goldman (1 yr) | Mills (1 yr) |
A severance payment consisting of continuation of the then current monthly base salary for the severance period | | | | |
A lump sum payment equal to the greater of (i) a predetermined percentage of base salary (as described for each executive therein) and (ii) the annual bonus that would be payable based upon the Company’s actual performance, in each case, calculated on a pro rata basis and payable at the same time that bonuses are otherwise payable under the Company’s bonus plan | (150%) | (125%) | (100%) | (100%) |
A lump sum payment equal to accrued but unused vacation or sick pay as determined under the Company’s policy(1) | | | | |
Continuation of health care and life insurance coverage for the severance period | | | | |
Accrual of additional credited service under the 2002 SERP during the severance period(2) | | | | |
Outplacement services not to exceed 10% of base salary | | | | |
Vesting of certain equity awards during the severance period | (3) | (4) | (4) | (4) |
(1)Based on current Company policy, none of the NEOs would receive a payment for accrued but unused vacation or sick pay.
(2)Mr. Ashe, Ms. Holcom and Mr. Goldman would receive additional years of credited service if a terminating event occurs prior to their attainment of three
years of credited service; however, each of them has attained three years of credited service.
(3)For Mr. Ashe, continued vesting of stock options, RSAs or RSUs, and performance stock or PSUs, during the severance period.
(4)For Ms. Holcom, Mr. Goldman and Ms. Mills, the vesting and exercisability of all outstanding equity awards will be in accordance with the terms of the
respective award agreements.
Under the severance agreement for Mr. Ashe, a termination of employment by Mr. Ashe for “good reason” means the
occurrence of any of the following acts, after a Change in Control, which is not corrected within 30 days after written notice
is given to us by Mr. Ashe:
§a material diminution in authority, duties or responsibilities (including reporting responsibilities), which, in executive’s
judgment, represents an adverse change in status, title, position, or responsibilities;
§a reduction in the executive’s base salary or any failure to pay the executive any compensation or benefits to which he
is entitled within five days of the date due;
§requiring the executive to be based more than 50 miles from the primary workplace where executive is currently based,
except for reasonably required business travel; or
§a material breach by us of the severance agreement.
Under the severance agreement for Mr. Ashe, the Change in Control definition is the same as that used in Mr. Ashe’s
change in control agreement, described below.
Acuity Inc. | 2026 Proxy Statement | 66 |
EXECUTIVE COMPENSATION
Under the severance agreements, the involuntary termination of an executive by the Company for “cause,” which results
in the termination of the severance agreement and for which no benefits would be payable, occurs for the
following reasons:
§termination is the result of an act or acts by the executive, which have been found in an applicable court of law to
constitute a felony (other than traffic-related offenses);
§termination is the result of an act or acts by the executive, which are in the good faith judgment of the Company to be in
violation of law or of written policies of the Company and which result in material injury to the Company;
§termination is the result of an act or acts of dishonesty by the executive resulting or intended to result directly or
indirectly in gain or personal enrichment to the executive at the expense of the Company; or
§the continued failure by the executive substantially to perform the duties reasonably assigned to him, after a demand in
writing for substantial performance of such duties is delivered by the Company.
The severance agreement for Mr. Ashe also provides that the Company will pay his reasonable legal fees and related
expenses if he were to bring a legal claim for benefits and was successful to a significant extent in enforcing his rights
under the severance agreement.
The severance agreements of all NEOs contain restrictive covenants with respect to confidentiality, non-solicitation and
non-competition, and benefits under such severance agreements are subject to the execution of a release. With respect to
Ms. Holcom, Mr. Goldman and Ms. Mills, in the event of certain breaches of the covenants set forth in the severance
agreement by the executive, such executive would be required to reimburse the Company 70% of the severance amounts
payable thereunder.
Change in Control Agreements
The change in control agreements are intended to provide the NEOs with security against the possibility of employment
loss that may result following a change in control so that they may devote their energies to meeting the business
objectives and needs of the Company and its stockholders.
The change in control agreements are effective until terminated in accordance with the provisions of the agreements,
except during a covered period, which includes the six months prior to a change in control event and continues for two
years following a change in control. However, the term of the change in control agreements will not expire during a
threatened change in control period (as defined in the change in control agreements) or prior to the expiration of two years
following a change in control.
The change in control agreements are double trigger and provide the following benefits to our NEOs in the event
employment is terminated for other than cause or by the executive for good reason:
Change in Control Benefits | Ashe (3x) | Holcom (1.5x) | Goldman (1.5x) | Mills (1.5x) |
A lump sum cash payment equal to a multiple of the base salary (greater of the base salary in effect on the date of termination or during the 90 day period prior to a change in control) | | | | |
A lump sum cash payment equal to a multiple of the pro rata bonus which is the greatest of: the most recent bonus paid, the annual bonus payable (at target) during which the termination or change in control occurs, or the average of the annual bonus paid during the last three fiscal years | | | | |
Continuation of health and welfare benefits, including, as applicable, medical, dental benefits, disability and life insurance for the specified term | | | | |
Cash payment representing additional amounts of participation in our defined contribution plan and non-qualified deferred compensation plan for the specified term | | | | |
Cash payment equal to the lump sum actuarial equivalent of the accrued benefit under the 2002 SERP as of the date of termination of employment, whether or not the accrued benefit has vested | | |||
Accrual of up to a total of three years of credited service under the 2002 SERP, if termination occurs before three years of credited service has been earned | | | ||
Better net cutback(1) | | | | |
Accelerated vesting of stock options, RSA or RSU awards and performance stock or PSU awards (at 100% of target)(2)(3) | | | | |
Acuity Inc. | 2026 Proxy Statement | 67 |
EXECUTIVE COMPENSATION
(1)If the payments to be made under the change in control agreement would be subject to such excise tax, (a) the net benefit after excise payments will be
compared to (b) the net benefit if covered payments are limited to the extent necessary to avoid excise payments. If the net amount payable in (a) is less
than that payable under (b), then the payment will be reduced in a manner that maximizes executive’s economic position.
(2)For Mr. Ashe, stock option awards with price targets will only be accelerated if such stock price targets have been achieved as of the termination date and
any performance stock awards would be accelerated at the target level.
(3)For Mr. Ashe, the Company may be required to immediately purchase for cash, on demand, at the then per-share fair market value, any shares of
unrestricted stock and shares purchased upon the exercise of options.
The change in control agreements provide benefits to our NEOs in the event employment is terminated by the Company
for cause, due to disability, by reason of death, or by executive for other than good reason. Benefits in these events are as
follows: all amounts earned or accrued through the termination date, including base salary, reimbursement of reasonable
and necessary expenses, vacation pay and sick leave.
In addition, the Company will pay all legal fees and related expenses incurred by the officer arising out of any disputes
related to his termination of employment or claims under the change in control agreement if, in general, the circumstances
for which he has retained legal counsel occurred on or after a change in control.
For purposes of the change in control agreements, a change in control is defined as one or more of the following:
§the acquisition of 30% or more of the combined voting power of our then outstanding voting securities (other than
certain acquisitions by Company fiduciaries or certain internal reorganizations);
§a change in more than 50% of the members of our Board, who were either members as of the distribution date or were
nominated or elected by a vote of two-thirds of those members or members so approved;
§consummation of a merger or consolidation through which our stockholders no longer hold more than 60% of the
combined voting power of our outstanding voting securities resulting from the merger or consolidation in substantially
the same proportion as prior to the merger or consolidation;
§consummation of a complete liquidation or dissolution or the sale or other disposition of all or substantially all of our
assets; or
§the approval by stockholders of the sale of all or substantially all of the assets of the Company or any merger,
consolidation, issuance of securities, or purchase of assets, the result of which would be the occurrence of any of the
events described in the prior two bullets.
Under the change in control agreement, a termination for cause for Mr. Ashe is a termination evidenced by a resolution
adopted by two-thirds of the Board (for Ms. Holcom, Mr. Goldman and Ms. Mills, upon the reasonable determination by the
Company) that the executive:
§intentionally and continually failed to substantially perform their duties, which failure continued for a period of at least
30 days after a written notice of demand for substantial performance has been delivered to the executive specifying the
manner in which the executive has failed to substantially perform; or
§intentionally engaged in conduct that is demonstrably and materially injurious to us, monetarily or otherwise.
The executive will not be terminated for cause until he or she has received a copy of a written notice setting forth the
misconduct described above and until he or she has been given an opportunity to be heard by the Board.
Under the change in control agreements, disability has the meaning ascribed to such term in our long-term disability plan
or policy covering the executive, or in the absence of such plan or policy, a meaning consistent with Section 22(e)(3) of
the Internal Revenue Code.
Under the change in control agreements, good reason means the occurrence of any of the following events or conditions
in connection with a change in control:
§a material diminution in authority, duties, or responsibilities, which, in the executive’s judgment, represents an adverse
change in status, title, position, or responsibilities;
§with respect to Mr. Ashe, any reduction in the executive’s base salary or any failure to pay the executive any
compensation or benefits to which he is entitled within five days of the date due and with respect to Ms. Holcom,
Mr. Goldman and Ms. Mills a reduction of more than 10% of such executive’s base salary in effect immediately prior to
a change in control;
§requiring the executive to be based more than 50 miles from the primary workplace where the executive is currently
based, except for reasonably required business travel; or
§a material breach by us of the agreement (or in the case of Mr. Ashe, a material breach by us of the terms of the
employment letter dated January 8, 2020).
Acuity Inc. | 2026 Proxy Statement | 68 |
EXECUTIVE COMPENSATION
Other Possible Payments upon Death, Disability and Retirement
The following describes possible payments upon an NEO’s death, disability, or retirement in accordance with the terms of
certain of the Company’s compensation plans.
Death/Disability
§For all participants in the Omnibus Incentive Plan, stock options become fully vested and are exercisable to the earlier
of the expiration date or one year after the event, and RSAs, RSUs and PSUs become fully vested and are immediately
payable (at Target for PSUs).
§For all participants in the Company’s 401(k) Plan, the 2001 SDSP and the 2005 SDSP, any Company contributions
become vested and are payable upon death, or total and permanent disability.
Retirement
§For all participants in the Omnibus Incentive Plan with stock options who are age 55 and above, vested stock options
are exercisable to the earlier of the expiration date or five years after retirement; unvested options are forfeited.
§All participants in the Omnibus Incentive Plan with PSU awards granted on or after October 26, 2020 who have 5 years
of service will receive a pro-rata portion of the award that will remain outstanding and available to vest following a
participant’s termination, except in the event of termination for cause. Such pro-rata portion will be calculated based on
the portion of the service period worked between the grant date and termination date in one-year increments. For
example, if a participant works more than one year from the grant date but less than two years from the grant date,
such participant would be eligible to receive one-third of the PSU, payable at the performance level achieved at the end
of the performance period.
Potential Payments Upon Termination Table
The following table shows potential benefits that our NEOs would be entitled to receive upon termination of employment in
each termination situation shown. These amounts are estimates only and do not necessarily reflect the actual amounts
that would be paid to the NEOs, which would only be known at the time they become eligible for payment. The amounts
shown in the table are the amounts that could be payable under existing plans and arrangements if the NEO’s
employment had terminated at August 31, 2025. Values for the accelerated vesting of stock option, RSA, RSU and PSU
grants are based on the closing price of our common stock of $326.47 on the NYSE on August 31, 2025.
The table does not include amounts that the executives would be entitled to receive that are already described in the
compensation tables, including the value of equity awards that are already vested, amounts payable under defined benefit
pension plans, and amounts previously deferred into the deferred compensation plans. In the event the NEO is entitled to
benefits under both the severance agreement and the change in control agreement, the NEO is entitled to receive benefits
under whichever agreement provides the greater aggregate value. No additional amounts are due in the event of a
voluntary resignation by our NEOs.
Acuity Inc. | 2026 Proxy Statement | 69 |
EXECUTIVE COMPENSATION
Name | Change in Control with Termination ($) | Termination without Cause ($) | Termination with Good Reason ($) | Retirement ($) | Death or Disability ($) | Termination with Cause ($) |
Neil M. Ashe | ||||||
Cash Severance(1) | 7,536,000 | 3,512,000 | 3,512,000 | — | — | — |
Retirement Benefits | 5,036,065 | 2,277,446 | 2,277,446 | — | — | — |
Health and Welfare Benefits(2) | 99,591 | 66,394 | 66,394 | — | — | — |
Outplacement Counseling | — | 100,000 | 100,000 | — | — | — |
Additional Company Contributions(3) | 37,800 | 25,200 | 25,200 | — | — | — |
Long-Term Incentives(4) | 20,095,534 | — | — | 8,081,982 | 20,095,534 | — |
Total Lump Sum | 32,804,991 | 5,981,040 | 5,981,040 | 8,081,982 | 20,095,534 | — |
Estimated Better Net Impact(5) | — | NA | NA | NA | NA | NA |
Total Payment | 32,804,991 | 5,981,040 | 5,981,040 | 8,081,982 | 20,095,534 | — |
Karen J. Holcom | ||||||
Cash Severance(1) | 1,864,500 | 1,243,000 | — | — | — | — |
Retirement Benefits | — | — | — | — | — | — |
Health and Welfare Benefits(2) | 32,380 | 21,586 | — | — | — | — |
Outplacement Counseling | — | 55,000 | — | — | — | — |
Additional Company Contributions(3) | 28,668 | 19,112 | — | — | — | — |
Long-Term Incentives(4) | 5,382,837 | — | — | 1,748,029 | 5,382,837 | — |
Total Lump Sum | 7,308,385 | 1,338,698 | — | 1,748,029 | 5,382,837 | — |
Estimated Better Net Impact(5) | — | NA | NA | NA | NA | NA |
Total Payment | 7,308,385 | 1,338,698 | — | 1,748,029 | 5,382,837 | — |
Barry R. Goldman | ||||||
Cash Severance(1) | 1,581,300 | 1,054,200 | — | — | — | — |
Retirement Benefits | — | — | — | — | — | — |
Health and Welfare Benefits(2) | 50,501 | 33,667 | — | — | — | — |
Outplacement Counseling | — | 52,500 | — | — | — | — |
Additional Company Contributions(3) | 30,705 | 20,470 | — | — | — | — |
Long-Term Incentives(4) | 3,135,091 | — | — | 1,033,930 | 3,135,091 | — |
Total Lump Sum | 4,797,597 | 1,160,837 | — | 1,033,930 | 3,135,091 | — |
Estimated Better Net Impact(5) | — | NA | NA | NA | NA | NA |
Total Payment | 4,797,597 | 1,160,837 | — | 1,033,930 | 3,135,091 | — |
Dianne S. Mills | ||||||
Cash Severance(1) | 1,568,750 | 1,045,833 | — | — | — | — |
Retirement Benefits | — | — | — | — | — | — |
Health and Welfare Benefits(2) | 37,550 | 25,033 | — | — | — | — |
Outplacement Counseling | — | 52,500 | — | — | — | — |
Additional Company Contributions(3) | 18,900 | 12,600 | — | — | — | — |
Long-Term Incentives(4) | 3,135,091 | — | — | 1,033,930 | 3,135,091 | — |
Total Lump Sum | 4,760,292 | 1,135,966 | — | 1,033,930 | 3,135,091 | — |
Estimated Better Net Impact(5) | — | NA | NA | NA | NA | NA |
Total Payment | 4,760,292 | 1,135,966 | — | 1,033,930 | 3,135,091 | — |
(1)For benefits related to a change-in-control, this represents payments under the change in control agreements, which are equal to a multiple of salary and
the greatest of current year bonus (at target), prior year bonus, or average of bonus for last three years, subject to proration. For benefits related to a
severance agreement (i.e., termination without cause or, for Mr. Ashe, termination for good reason following a change in control), this represents salary
for the severance period plus a cash payment equal to the greater of (i) a predetermined percentage of base salary and (ii) the annual bonus that would
be payable based upon the Company’s actual performance, subject to proration.
(2)Includes payments of continued health and welfare benefits as outlined in change in control agreements and severance agreements.
Acuity Inc. | 2026 Proxy Statement | 70 |
EXECUTIVE COMPENSATION
(3)Includes payments of additional benefits as outlined in change in control agreements and severance agreements including the present value of additional
credited service in the 2002 SERP, as well as additional contributions into the deferred compensation plan and annual Company contributions in the
401(k) plan, if applicable, equal to the number of months associated with each NEOs’ payout multiple.
(4)The value realized on unvested equity awards represents the fair market value of unvested awards at August 31, 2025, using our closing price of $326.47
on that date, less the exercise price of unvested options. No payment is made for unvested options where the exercise price is greater than our year-end
closing price. For Mr. Ashe, stock option awards with price targets will be accelerated upon a terminating event since the stock price targets have been
achieved as of the termination date and performance stock or PSUs awards would be accelerated upon a terminating event at the target level.
(5)The change in control agreements provide that if the payments to be made under the change in control agreement would be subject to excise tax, (a) the
net benefit after excise payments will be compared to (b) the net benefit if covered payments are limited to the extent necessary to avoid excise
payments. If the net amount payable in (a) is less than that payable under (b), then the payment will be reduced in a manner that maximizes the
executive’s economic position.
CEO Pay Ratio
SEC Rules require us to annually disclose the total annual compensation of our CEO, the median of the total annual
compensation of all associates other than our CEO, and the ratio of the total annual compensation of our CEO to that of
our median associate (the “CEO Pay Ratio”). The following CEO Pay Ratio disclosure for fiscal 2025 is the Company’s
reasonable, good faith estimate calculated in accordance with the requirements of Item 402(u) of Regulation S-K and
Section 954(6) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and may not
be comparable to the pay ratio disclosures of other companies.
Identification of Median Associate
For purposes of the CEO Pay Ratio for fiscal 2025, as permitted by Item 402(u) of Regulation S-K, we used the same
median employee identified in last year’s proxy statement because we concluded that there was no change in our
employee population or compensation arrangements that would significantly impact our pay ratio disclosure. In reaching
this conclusion, pursuant to the instructions in Item 402(u) of Regulation S-K, in our determination to use the fiscal 2024
median employee for our pay ratio disclosure for fiscal 2025, we did not take into account approximately 995 employees
of QSC, LLC, which we acquired in January 2025. To determine our median associate in fiscal 2024, we used August 31,
2024 as the measurement date. As of such date, the Company had 13,243 associates, of which 3,636 (27.5%) were
employed in the United States, 8,661 (65.4%) were employed in Mexico, 635 (4.8%) were employed in Canada, and 311
(2.3%) were employed in other non-U.S. locations, including Europe and the Asia/Pacific region. We used the following
multi-step process to identify the median associate in fiscal 2024:
§We reviewed the total headcount as of August 31, 2024, in each of the jurisdictions in which we conduct business and
excluded 311 associates in non-U.S. locations other than Canada and Mexico under the de minimis 5% exclusion. The
excluded associates are located in each of the following jurisdictions: the United Kingdom (105), France (116), the
Netherlands (58), China (25), Germany (3), Italy (2), Sweden (1) and Poland (1). We included all full-time and part-time
associates and excluded Mr. Ashe and independent contractors and leased workers who were employed, and whose
compensation was determined by, an unaffiliated third party. After permissible exclusions, our total headcount as of the
measurement date was 12,932 associates of our 13,243 total associate population, or 97.7%.
§As permitted under the SEC rules, we then calculated the total earnings for the 12 months prior to the measurement
date for all individuals who were employed on the measurement date, annualizing the total earnings for any permanent
associate who commenced employment during fiscal 2024. We defined “total earnings” for this purpose as base salary
or hourly wages (including overtime and shift premiums) paid during the applicable period (excluding any deferred
compensation paid); bonuses, commissions and other cash incentive compensation paid during the applicable period;
taxable exercises or vesting of equity-based awards occurring during the applicable period; paid sick time; vacation and
holiday pay; retroactive pay; patent awards; service awards; retention bonuses; and sign-on bonuses. “Total earnings”
did not include imputed income, allowances, equity compensation that was awarded but that did not become taxable
during the applicable period or employer contributions to tax-qualified or nonqualified plans. For individuals who were
hired shortly before August 31, 2024 and therefore did not have a paycheck prior to that date, we treated their annual
base salary rate as in effect on their hire date as their total earnings for purposes of identifying the median employee.
We converted the calculated total earnings for non-U.S. associates to U.S. dollars using the average currency
exchange rate for the fiscal year period. We believe the use of total earnings are an appropriate consistently applied
compensation measure for purposes of this analysis. Using this total earnings data over the 12 months prior to the
measurement date, we identified the median associate.
Acuity Inc. | 2026 Proxy Statement | 71 |
EXECUTIVE COMPENSATION
Fiscal 2025 CEO Pay Ratio
For fiscal 2025, the median of the annual total compensation of all of the Company’s associates, other than Mr. Ashe, was
$19,531, which equals the total fiscal 2025 compensation of our median associate identified as described above,
calculated in the same manner as the “Total Compensation” shown for Mr. Ashe and the other NEOs in the Summary
Compensation Table.
Mr. Ashe’s total annual compensation, as reported in the “Total Compensation” column of the Fiscal 2025 Summary
Compensation Table was $12,500,683. Based on this information, the CEO Pay Ratio is estimated to be 640 to 1.
Alternate Ratio Calculation: Since the majority of the Company’s associate population is not based in the U.S., the
Company is providing an alternative pay ratio calculations using the Company’s U.S. median associate identified in fiscal
2024. For fiscal 2025, the median of total annual compensation of all of the Company’s U.S. associates, other than
Mr. Ashe, was $87,723. Mr. Ashe’s total annual compensation, as reported in the “Total Compensation” column of the
Fiscal 2025 Summary Compensation Table was $12,500,683. Based on this information, the CEO Pay Ratio for the
median U.S. associate is estimated to be 143 to 1.
Pay Versus Performance
Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the
relationship between the compensation actually paid to our NEOs and certain measures of Company performance. The
material that follows is provided in compliance with these rules.
The following table provides information regarding compensation actually paid to our principal executive officer, or PEO,
and other NEOs for each fiscal year from fiscal 2021 to fiscal 2025, compared to our total shareholder return (TSR) and
the TSR of a peer group from August 31, 2020 through the end of each such fiscal year, and our net income and ROIC for
each such fiscal year.
Value of Initial Fixed $100 Investment Based On: | ||||||||||||
Year (a) | Summary Compensation Table Total for PEO (b)(1)(2) | Compensation Actually Paid to PEO (c)(1)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (d)(4) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (e)(5) | Total Shareholder Return (f)(6) | Dow Jones U.S. Electrical Components & Equipment Index Total Shareholder Return (g)(7) | Net Income ($M)(h)(8) | Adjusted ROIC(9) | ||||
2025 | $ | $ | $ | $ | $ | $ | $ | |||||
2024 | $ | $ | $ | $ | $ | $ | $ | |||||
2023 | $ | $ | $ | $ | $ | $ | $ | |||||
2022 | $ | $ | $ | $ | $ | $ | $ | |||||
2021 | $ | $ | $ | $ | $ | $ | $ | |||||
(1)Our PEO for each fiscal year was Neil Ashe
(2)Represents the total compensation paid to our PEO in each listed year, as shown in our Summary Compensation Table for such listed year.
(3)Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed year, but this is a dollar amount derived from the
starting point of summary compensation table total compensation under the methodology prescribed under the relevant rules as shown in the adjustment
table below.
Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards ($)(a) | Equity Award Adjustments ($)(b) | Reported Change in Pension Value ($) | Pension Benefit Adjustments ($)(c) | Compensation Actually Paid to PEO ($) | ||||||
2025 | ( | ( | ||||||||||
2024 | ( | ( | ||||||||||
2023 | ( | ( | ||||||||||
2022 | ( | ( | ||||||||||
2021 | ( | ( | ||||||||||
(a)The reported value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary
Compensation Table for the applicable year.
Acuity Inc. | 2026 Proxy Statement | 72 |
EXECUTIVE COMPENSATION
(b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of
any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end
of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of
the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for
awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal
year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year,
a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on
stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any
other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from
Year | Year End Fair Value of Equity Awards Granted in Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) |
2025 | |||||||
2024 | |||||||
2023 | ( | ||||||
2022 | ( | ||||||
2021 |
(4)This figure is the average of the total compensation paid to our NEOs other than our PEO in each listed year, as shown in our Summary Compensation
Year | Non-PEO NEOs |
2025 | Karen J. Holcom, Barry R. Goldman, Dianne S. Mills |
2024 | Karen J. Holcom, Barry R. Goldman, Dianne S. Mills |
2023 | Karen J. Holcom, Barry R. Goldman, Dianne S. Mills |
2022 | Karen J. Holcom, Barry R. Goldman, Dianne S. Mills |
2021 | Karen J. Holcom, Barry R. Goldman, Dianne S. Mills, Richard K. Reece |
(5)This figure is the average of compensation actually paid for our NEOs other than our PEO in each listed year. Compensation actually paid does not mean
that these NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of Summary Compensation
Table total compensation under the methodology prescribed under the SEC’s rules as shown in the table below, with the indicated figures showing an
average of such figure for all NEOs other than our PEO in each listed year.
Year | Average Reported Summary Compensation Table Total for NEOs ($) | Average Reported Value of Equity Awards ($)(a) | Average Equity Award Adjustments ($)(b) | Average Reported Change in Pension Value ($) | Pension Benefit Adjustments ($)(c) | Average Compensation Actually Paid to NEOs ($) |
2025 | ( | ( | ||||
2024 | ( | ( | ||||
2023 | ( | ( | ||||
2022 | ( | ( | ||||
2021 | ( | ( |
(a)The average reported value of equity awards represents average of the total of the amounts reported in the “Stock Awards” and “Option Awards”
columns in the Summary Compensation Table for the applicable year.
(b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of
any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end
of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of
the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for
awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal
year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year,
a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on
stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any
other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from
Acuity Inc. | 2026 Proxy Statement | 73 |
EXECUTIVE COMPENSATION
Year | Average Year End Fair Value of Equity Awards Granted in Year ($) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Average Equity Award Adjustments ($) |
2025 | |||||||
2024 | |||||||
2023 | ( | ||||||
2022 | ( | ||||||
2021 | ( |
(c)The pension benefit adjustments for each applicable fiscal year consist of the average of the actuarially determined service cost for services rendered
during the applicable year plus, to the extent applicable, the average of the prior service cost, calculated as the entire cost of benefits granted in a
plan amendment or initiation during the applicable year attributable to services rendered during prior periods. For 2025, 2024, 2023 and 2022 the
pension benefit adjustments consist only of service cost for services rendered during the applicable year. For 2021, the pension benefit adjustments
consist of $170,096 of average service cost for services rendered during 2021 and $214,235 of average prior service cost.
(6)Total shareholder return is calculated by assuming that a $100 investment was made on the day immediately prior to the first fiscal year reported in the
table and reinvesting all dividends until the last day of each reported fiscal year.
(7)The peer group used is the Dow Jones U.S. Electrical Components & Equipment Index, as used in the Company Stock Performance graph in our annual
report. Total shareholder return is calculated by assuming that a $100 investment was made on the day immediately prior to the first fiscal year reported
(8)The dollar amounts reported are the Company’s net income reflected in the Company’s audited financial statements.
(9)The Company’s adjusted ROIC is the financial performance measure that was the most important financial performance measure used by the Company
in fiscal 2025 to link compensation actually paid to performance. Adjusted ROIC is a non-GAAP financial measure. See Appendix B for a reconciliation of
adjusted ROIC to the most directly comparable financial measure calculated in accordance with GAAP.
Tabular List of Performance Measures
The list below includes the financial performance measures that in our assessment represent the most important financial
performance measures used to link compensation actually paid to our NEOs, for fiscal 2025, to Company performance.
Tabular List of Performance Measures |
Description of Relationships Between Compensation Actually Paid and Performance
The following graphs provide a visual representation of the relationship between the compensation actually paid (“CAP”)
of our PEO and the average CAP of our non-PEO NEOs as it relates to each financial measure noted in the pay versus
performance table above. The relationship between the Company (AYI) TSR and our peer group TSR is reflected in the
first graph titled “AYI & Peer TSR vs. Compensation Actually Paid.” Performance measure mix, timing of grants and
outstanding vesting, share price volatility, and other factors impact CAP. Notably, PEO CAP for fiscal 2021 reflects the
impact of two separate, one-time awards, both of which only would become exercisable after the Company’s common
stock reached and maintained a stock price target of either $225 or $275 for ten consecutive trading days. The stock price
target of $225 was achieved during fiscal 2024, and the target of $275 was achieved during fiscal 2025.
Acuity Inc. | 2026 Proxy Statement | 74 |
EXECUTIVE COMPENSATION
AYI & PEER TSR VS. COMPENSATION ACTUALLY PAID
g | PEO CAP ($M) | g | Average Non-PEO CAP ($M) | — | AYI | — | DJUSECT |
g | PEO CAP ($M) | g | Average Non-PEO CAP ($M) | — | Net Income |
g | PEO CAP ($M) | g | Average Non-PEO CAP ($M) | — | Adjusted ROIC |
Acuity Inc. | 2026 Proxy Statement | 75 |
Stock Ownership
Equity Compensation Plans
The following table provides information as of August 31, 2025 about equity awards under our equity compensation plans.
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | ||||
Equity compensation plans approved by the security holders(1) | 1,235,188 | (2) | $119.81 | (3) | 1,591,087 | (4) | |
Equity compensation plans not approved by the security holders | NA | NA | NA | ||||
Total | 1,235,188 | 1,591,087 | |||||
(1)Includes the Omnibus Incentive Plan that was approved by our stockholders on January 5, 2022, the Employee Stock Purchase Plan, amended and
restated effective March 1, 2006, that was approved by our sole stockholder in November 2001, the 2006 Nonemployee Directors’ Deferred
Compensation Plan (the “2006 NEDC”) that was approved by our sole stockholder in November 2001, and the 2011 Nonemployee Director’s Deferred
Compensation Plan (the “2011 NEDC”) that was approved by our stockholders in January 2012.
(2)Includes 803,742 stock options, 247,747 RSUs, 153,011 PSUs (at target) and 30,688 deferred stock units.
(3)Represents the weighted-average exercise price of outstanding stock options noted in footnote 2.
(4)Represents the number of shares available for future issuance under stockholder approved equity compensation plans, including, 614,841 shares
available for grant without further stockholder approval under the Omnibus Incentive Plan and 976,246 shares available for issuance under the Employee
Stock Purchase Plan. No further awards may be granted under the 2006 NEDC or the 2011 NEDC. The shares previously available for issuance under
the 2011 NEDC were transferred to the Omnibus Incentive Plan upon stockholder approval of that plan on January 5, 2022, as noted above.
Acuity Inc. | 2026 Proxy Statement | 76 |
STOCK OWNERSHIP
Beneficial Ownership of the Company’s Securities
The following table shows information as of November 4, 2025 (the “Table Date”), unless otherwise indicated, regarding
the beneficial ownership of the Company’s common stock by (i) each director and nominee for director, (ii) each NEO
identified in this Proxy Statement, (iii) all current directors and executive officers as a group, and (iv) each person known
to the Company to beneficially own more than five percent of the outstanding shares of the Company’s common stock
based solely on a review of filings with the SEC pursuant to Section 13(d) or 13(g) of the Exchange Act. None of our
executive officers or non-employee directors hold any of our stock subject to pledge. Unless otherwise noted, the address
of each beneficial owner listed in the table is: c/o Acuity Inc., 1170 Peachtree Street, N.E., Suite 1200, Atlanta,
Georgia 30309.
Name of Beneficial Owner | Shares of Common Stock Beneficially Owned(1)(2)(3) | Percent of Common Stock Outstanding(4) | Stock Units Held in Company Plans(5) |
Neil M. Ashe | 835,389 | 2.7% | 80,807 |
Marcia J. Avedon, Ph.D. | — | — | 2,648 |
W. Patrick Battle | 3,238 | * | 9,525 |
Michael J. Bender | — | — | 2,403 |
G. Douglas Dillard, Jr. | 10,796 | * | 7,855 |
Barry R. Goldman | 3,000 | * | 10,804 |
James H. Hance, Jr. | 18,072 | * | 182 |
Karen J. Holcom | 23,555 | * | 18,774 |
Maya Leibman | 1,257 | * | 4,530 |
Dianne S. Mills | 13,534 | * | 7,563 |
Laura G. O’Shaughnessy | 2,111 | * | 5,559 |
Mark J. Sachleben | 112 | * | 5,039 |
All directors and executive officers as a group (12 persons) | 911,064 | 2.9% | 155,689 |
BlackRock, Inc.(6) | 2,755,217 | 9.0% | NA |
FMR LLC(7) | 1,548,583 | 5.0% | NA |
The Vanguard Group(8) | 3,180,326 | 10.4% | NA |
*Represents less than 1% of our common stock.
(1)Subject to applicable community property laws, and, except as otherwise indicated, shares shown in the table above include shares held in the beneficial
owner’s name or jointly with others, or in the name of a bank, nominee, or trustee for the beneficial owner’s account. Also, except as otherwise indicated,
each beneficial owner has sole voting and investment power with respect to all shares shown.
(2)Includes shares that may be acquired within 60 days of the Table Date upon the exercise of stock options, as follows: Mr. Ashe, 777,200 shares;
Ms. Holcom, 3,022 shares; and all executive officers as a group, 780,222 shares.
(3)Includes time-vesting RSAs granted to certain of our non-employee directors under our Omnibus Incentive Plan, portions of which vest in January 2026.
Directors have sole voting power over their RSA shares. Mr. Hance holds 534 time-vesting RSA shares.
(4)Based on 30,727,680 shares of the Company’s common stock issued and outstanding as of the Table Date; does not include the stock units reported in
the column titled “Stock Units Held in Company Plans.”
(5)Includes stock units held by non-employee directors in the 2006 NEDC and 2011 NEDC, DSUs held in the Omnibus Incentive Plan as shown for each
director, and RSUs and PSUs (at target) as shown for the NEOs. The Company’s Stock Ownership Guidelines track common stock owned directly or
indirectly, unvested time-based restricted stock, RSUs and phantom stock, and DSUs for purposes of compliance with such guidelines.
(6)This information is based on a Schedule 13G/A filed with the SEC by BlackRock, Inc., 50 Hudson Yards, New York, New York 10001, on April 17, 2025,
containing information as of March 31, 2025, in which the reporting person reports sole voting power with respect to 2,659,189 shares and sole
dispositive power with respect to 2,755,217 shares.
(7)This information is based on a Schedule 13G/A filed with the SEC by (a) FMR LLC and (b) Abigail P. Johnson, director, chairman and CEO of FMR LLC,
each with principal business office at 245 Summer Street, Boston, Massachusetts 02210 on November 5, 2025, containing information as of
September 30, 2025, in which FMR LLC reports sole voting power with respect to 1,490,408 shares and the reporting persons each report sole
dispositive power with respect to 1,548,583 shares.
(8)This information is based on a Schedule 13G/A filed with the SEC by The Vanguard Group, 100 Vanguard Blvd., Malvern, Pennsylvania 19355, on
February 13, 2024, containing information as of December 29, 2023, in which the reporting person reports shared voting power with respect to
11,126 shares, sole dispositive power with respect to 3,135,626 shares and shared dispositive power with respect to 44,700 shares.
Acuity Inc. | 2026 Proxy Statement | 77 |
STOCK OWNERSHIP
Certain Relationships and Related
Person Transactions
There is no family relationship between any of our executive officers or directors, and there are no arrangements or
understandings between any of our executive officers or directors and any other person pursuant to which any of them
was elected an officer or director, other than arrangements or understandings with our directors or officers acting solely in
their capacities as such. Generally, our executive officers are elected annually and serve at the pleasure of the Board.
We have transactions in the ordinary course of business with unaffiliated corporations and institutions, or their
subsidiaries, for which certain of our non-employee directors serve as directors. None of our directors serve as executive
officers of those companies. Management believes the directors had no direct or indirect material interest in transactions
in which we engaged with those companies during the fiscal year.
With respect to those companies having common non-employee directors with us, management believes the directors had
no direct or indirect material interest in transactions in which we engaged with those companies during the fiscal year.
Under our Code of Ethics and Business Conduct, all transactions involving a conflict of interest, including related party
transactions, are generally prohibited. The Code of Ethics and Business Conduct requires directors and associates to
disclose in writing any beneficial interest they may have in any firm seeking to do business with us or any relationship with
any person who might benefit from such a transaction. In certain limited circumstances, our Governance Committee may
grant a written waiver for certain activities, relationships, or situations that would otherwise violate the Code of Ethics and
Business Conduct, after the director or associate has disclosed in writing to the Governance Committee all relevant facts
and information concerning the matter.
Under our Corporate Governance Guidelines and Governance Committee Charter, the Governance Committee annually
reviews the qualifications of directors, including any other public company boards on which each director serves. Directors
must advise the Board Chair prior to accepting membership on any other public company board. In addition, our Related
Person Transaction Policy requires the advance review and approval by the Audit Committee of any proposed related
person transaction and sets forth procedures and outlines factors to be considered in such instance, which include,
among other factors:
§whether the transaction is on terms no less favorable to Acuity than terms generally available to it from an unaffiliated
third-party under the same or similar circumstances;
§the extent of the related person’s interest in the transaction;
§whether the transaction would lead to any conflicts of interest;
§whether the transaction is inconsistent with the interests of Acuity and its stockholders;
§whether the transaction would impair the independence of an outside director; and
§the business reasons for Acuity to enter into the transaction.
Management also follows additional written procedures to identify related person transactions. These procedures are
carried out annually at the direction of the Governance Committee in connection with evaluating directors and
director nominees.
Additional quarterly procedures are also completed to affirm there are no changes to annual representations. As part of
these quarterly procedures, we request that each director and executive officer verify and update the
following information:
§a list of immediate family members;
§a list of entities where the director or executive officer is an associate, director, or executive officer;
§each entity where an immediate family member of the director or executive officer is an executive officer;
§each entity in which the director or executive officer or an immediate family member is a partner or principal or in a
similar position or in which such person has a 5% or greater beneficial ownership interest; and
§each charitable or non-profit organization where the director or executive officer or an immediate family member is an
associate, executive officer, director, or trustee.
We compile a list of all such persons and entities. The list is reviewed and updated and then distributed within the
Company to identify potential transactions through comparison to ongoing transactions along with payment and receipt
information. Transactions are compiled for each person and entity and then reviewed for relevancy. Any relevant
information identified is presented to the appropriate governing body for review and/or action.
Acuity Inc. | 2026 Proxy Statement | 78 |
STOCK OWNERSHIP
Transactions with Related Persons
Sarah Ashe, daughter of Mr. Ashe, Chairman, President and Chief Executive Officer, became an employee of the
Company during fiscal 2024 and is currently serving as Corporate Development & Strategy Manager. Ms. Ashe was
selected to serve in this role based on her qualifications and experience. In fiscal 2025, Ms. Ashe received compensation
and benefits that the Company believes are consistent with market rates for the role and based on employment terms that
are no less favorable to the Company than it would generally use for an unaffiliated third-party, including base salary of
$127,813, a bonus of approximately $52,700 attributed to fiscal 2025 performance, and retirement, health and wellness
benefits of approximately $3,623. Pursuant to the Company’s Related Person Transactions Policy, our Audit Committee
has approved Ms. Ashe’s employment and the terms of her employment and reviews the terms of her employment on an
annual basis to consider whether it continues to be appropriate under the Related Person Transactions Policy. Mr. Ashe is
not a member of the Audit Committee and recuses himself from consideration of this matter.
Acuity Inc. | 2026 Proxy Statement | 79 |
Questions Relating to this
Proxy Statement
Information about our Virtual Annual Meeting
Our Annual Meeting will be held in a virtual format only via the Internet. There will be no physical meeting location for
stockholders to attend. We believe a virtual meeting allows broader access by our stockholders and other interested
parties and have taken steps to ensure that stockholders will have the same rights and opportunities to participate as they
would have had at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically, and
submit questions before and during the virtual Annual Meeting. The recording of the virtual Annual Meeting, including the
question and answer session, will be available at www.virtualshareholdermeeting.com/AYI2026 for twelve months after
the date of this Annual Meeting.
How do I attend the virtual Annual Meeting?
To participate in the virtual Annual Meeting, visit www.virtualshareholdermeeting.com/AYI2026 on January 21, 2026
and enter the 16-digit control number included on your proxy card, your Notice of Internet Availability, or the instructions
included with your proxy materials. The meeting will begin promptly at 1:00 p.m. ET on January 21, 2026. Online access
will begin fifteen minutes prior to the start of the meeting. If you are unable to locate your 16-digit control number, you will
be able to log in as a guest. However, if you log in as a guest, you will not be able to vote your shares or ask questions
during the meeting.
The virtual meeting platform is supported across most Internet browsers and devices (desktop computers, laptop
computers, tablets and smart phones) running updated versions of applicable software and plugins. Stockholders should
ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. Stockholders should
also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of
the meeting.
Can I ask a question at the virtual Annual Meeting?
Yes, you will be able to submit questions electronically during the Annual Meeting by using the “Ask a Question” field
during the webcast if you have logged in using your control number on your proxy card or Notice of Internet Availability.
After entering your 16-digit control number, you may also submit a question prior to the meeting on the voting website at
www.proxyvote.com by selecting the “Question for Management” field.
During the live question and answer session of the meeting, members of our executive leadership team will answer
questions as they come in, as time permits. To ensure the meeting is conducted in a manner that is fair to all stockholders,
the Chair of the meeting (or such other person designated by our Board), may exercise broad discretion in recognizing
stockholders who wish to participate, the order in which questions are asked, and the amount of time devoted to any one
question. However, we reserve the right to edit or reject questions we deem profane or otherwise inappropriate. During the
meeting, details for submitting written questions will be available at www.virtualshareholdermeeting.com/AYI2026.
What do I do if I have technical difficulties during the virtual Annual Meeting?
If you have any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical
support number that will be posted on the virtual Annual Meeting log in page.
Other Questions
What is a proxy?
It is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you
designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. We have
designated two of our officers as proxies for this Annual Meeting. These officers are Neil M. Ashe and Karen J. Holcom.
Acuity Inc. | 2026 Proxy Statement | 80 |
QUESTIONS RELATING TO THIS PROXY STATEMENT
What is a proxy statement?
It is a document that SEC regulations require us to provide to you when we ask you to vote over the Internet, by
telephone, or (if you received a proxy card by mail) by signing and returning a proxy card designating Neil M. Ashe and
Karen J. Holcom as proxies to vote on your behalf.
Who is soliciting proxies in connection with this Proxy Statement?
The Board is furnishing this information in connection with the solicitation of proxies for the Annual Meeting to be held on
January 21, 2026.
Who is entitled to vote at the meeting?
Only owners of shares of common stock of the Company at the close of business on November 24, 2025, the record date,
are entitled to vote at the meeting, or at any adjournments or postponements of the meeting. Each owner on the record
date is entitled to one vote for each share of common stock held. There were 30,701,645 shares of common stock issued
and outstanding on the record date.
What is the record date and what does it mean?
November 24, 2025 is the record date for this Annual Meeting. The record date is established by the Board as required by
Delaware law. Owners of record of our common stock at the close of business on the record date are entitled to receive
notice of the meeting and vote at the meeting and any adjournments or postponements of the meeting.
Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a
printed set of proxy materials?
Pursuant to rules adopted by the SEC, we are permitted to furnish our proxy materials over the Internet to our
stockholders by delivering a Notice of Internet Availability of Proxy Materials in the mail. Unless requested, you will not
receive a printed copy of the proxy materials in the mail. Instead, the Notice of Internet Availability of Proxy Materials
instructs you how to access and review the Proxy Statement and Annual Report over the Internet at
www.proxyvote.com. The Notice of Internet Availability of Proxy Materials also instructs you how you may submit your
proxy over the Internet, or how you can request a full set of proxy materials, including a proxy card to return by mail. If you
received a Notice of Internet Availability of Proxy Materials in the mail and would like to receive a printed copy of our proxy
materials, you should follow the instructions for requesting these materials provided in the Notice of Internet Availability of
Proxy Materials.
What is the difference between a stockholder of record and a stockholder who holds stock in
street name?
If your shares are registered in your name with our transfer agent, Computershare, you are a stockholder of record. If your
shares are held in the name of your broker, bank, trustee, or other nominee, your shares are held in street name. If you
hold your shares in street name, you will have the opportunity to instruct your broker, bank, trustee, or other nominee as to
how to vote your shares. Street name stockholders may only vote in person if they have a legal proxy as discussed in
detail below.
How do I vote as a stockholder of record?
As a stockholder of record, you may vote by one of the four methods described below:
By the Internet. You may give your voting instructions by the Internet as described in the Notice of Internet Availability of
Proxy Materials, proxy materials email, or any proxy card you receive. This method is also available to stockholders who
hold shares in the Direct Stock Purchase Plan or in a 401(k) plan we sponsor. The Internet voting procedure is designed
to verify the voting authority of stockholders. You will be able to vote your shares by the Internet and confirm that your vote
has been properly recorded. Please see the Notice of Internet Availability of Proxy Materials, proxy materials email, or any
proxy card you receive for specific instructions.
Acuity Inc. | 2026 Proxy Statement | 81 |
QUESTIONS RELATING TO THIS PROXY STATEMENT
By Telephone. You may give your voting instructions by calling 1-800-690-6903. This method is also available to
stockholders who hold shares in the Direct Stock Purchase Plan or in a 401(k) plan we sponsor. The telephone voting
procedure is designed to verify the voting authority of stockholders. The procedure allows you to vote your shares and to
confirm that your vote has been properly recorded. Please see your proxy card (if you received a proxy card) for
specific instructions.
By Mail. You may sign and date your proxy card (if you received a proxy card) and mail it in the prepaid and addressed
envelope enclosed therewith.
During the Meeting. You may vote electronically during the Annual Meeting.
How do I vote as a street name stockholder?
If your shares are held through a broker, bank, trustee, or other nominee, you will receive a request for voting instructions
with respect to your shares of our common stock from the broker, bank, trustee, or other nominee. You should respond to
the request for voting instructions in the manner specified by the broker, bank, trustee, or other nominee. If you have
questions about voting your shares, you should contact your broker, bank, trustee, or other nominee.
If you hold your shares through a broker, bank, trustee, or other nominee and you wish to vote electronically during the
meeting, you will need to obtain a legal proxy. You must request a legal proxy through your broker, bank, trustee, or other
nominee. Please note that if you request a legal proxy, any proxy with respect to your shares of our common stock
previously executed by your broker, bank, trustee, or other nominee will be revoked and your vote will not be counted
unless you participate in the meeting and vote electronically or legally appoint another proxy to vote on your behalf.
What if I change my mind after I return my proxy?
You may revoke your proxy and change your vote at any time before the polls close at the Annual Meeting. You may do
this by:
§voting again by the Internet or by telephone prior to 11:59 p.m. ET on January 20, 2026;
§giving written notice to our Corporate Secretary that you wish to revoke your proxy and change your vote; or
§voting electronically during the Annual Meeting after entering your 16-digit control number.
What is a quorum?
The presence of the holders of a majority of the outstanding shares of common stock entitled to vote at the Annual
Meeting, present in person (virtually) or represented by proxy, is necessary to constitute a quorum. The election inspector
appointed for the meeting will tabulate votes cast by proxy and in person (virtually) at the meeting and determine the
presence of a quorum.
Will my shares be voted if I do not vote by the Internet, vote by telephone, sign and return a
proxy card, or vote electronically during the Annual Meeting?
If you are a stockholder of record and you do not vote by the Internet, vote by telephone, sign and return a proxy card, or
participate in the Annual Meeting and vote electronically, your shares will not be voted and will not count in deciding the
matters presented for stockholder consideration in this Proxy Statement.
If your shares are held in street name through a bank or broker and you do not provide voting instructions before the
Annual Meeting, your bank or broker may vote your shares on your behalf under certain circumstances. Brokerage firms
have the authority under certain rules to vote shares for which their customers do not provide voting instructions on
“routine” matters.
Acuity Inc. | 2026 Proxy Statement | 82 |
QUESTIONS RELATING TO THIS PROXY STATEMENT
The ratification of the appointment of our independent registered public accounting firm is considered a “routine“ matter
under these rules. Therefore, brokerage firms are allowed to vote their customers’ shares on this matter if the customers
do not provide voting instructions. If your brokerage firm votes your shares on this matter because you do not provide
voting instructions, your shares will be counted for purposes of establishing a quorum to conduct business at the meeting
and in determining the number of shares voted for or against each routine matter.
When a matter is not a routine matter and the brokerage firm has not received voting instructions from the beneficial
owner of the shares with respect to that matter, the brokerage firm cannot vote the shares on that matter. This is called a
“broker non-vote.” Only the ratification of the appointment of our independent registered public accounting firm is
considered a “routine” matter. The other matters are not considered routine matters.
We encourage you to provide instructions to your brokerage firm by voting your proxy. This action ensures your shares will
be voted at the meeting in accordance with your wishes.
What vote is required for each proposal and how are abstentions and broker
non-votes counted?
The shares of a stockholder whose proxy on any or all proposals is marked as “abstain” will be included in the number of
shares present at the Annual Meeting for the purpose of establishing the presence of a quorum. As described above,
broker non-votes will be counted for purposes of establishing a quorum.
The following table summarizes the voting requirement for each of the proposals under our Bylaws and the effect of
abstentions and broker non-votes on each proposal:
Proposal Number | Item | Votes Required for Approval | Abstentions | Broker Non-Votes | Board Voting Recommendation |
1 | Election of nine directors | Majority of votes cast(1) | Not counted | Not counted | FOR each director nominee |
2 | Ratification of the appointment of our independent registered public accounting firm for fiscal 2026 | Majority of votes cast(2) | Not counted | Discretionary vote | FOR |
3 | Advisory vote to approve named executive officer compensation | Majority of votes cast(2) | Not counted | Not counted | FOR |
(1)According to our Bylaws, in uncontested director elections, each director shall be elected by the affirmative vote of a majority of the votes cast, where the
“affirmative vote of a majority of votes cast” means that the number of shares cast “for” a director’s election exceeds the number of votes cast “against”
that director.
(2)According to our Bylaws, except as otherwise required by law, all matters other than the election of directors shall be determined by a majority of the
votes cast affirmatively or negatively.
Proxies that are properly executed and delivered, and not revoked, will be voted as specified on the proxy card. If you
properly execute and deliver a proxy card or vote your shares via the Internet, but do not provide voting instructions, your
shares will be voted as listed in the “Board Voting Recommendation” column in the table above.
How are proxies solicited and what is the cost?
We will bear all expenses incurred in connection with the solicitation of proxies. We have also engaged Innisfree M&A
Incorporated to assist us in connection with the solicitation of proxies for this Annual Meeting for a fee of approximately
$25,000 plus reasonable expenses. Our directors, officers and associates may solicit proxies by mail, telephone and
personal contact. They will not receive any additional compensation for these activities. We will reimburse brokers,
fiduciaries and custodians for their costs in forwarding proxy materials to beneficial owners of common stock.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on January 21, 2026. The Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com. |
Acuity Inc. | 2026 Proxy Statement | 83 |
Other Matters
We know of no other business to be transacted, but if any other matters do come before the meeting, the persons named
as proxies in the accompanying proxy, or their substitutes, will vote or act with respect to them in accordance with their
best judgment.
Next Annual Meeting – Stockholder
Proposals and Director Nominations
Proposals to Be Included in Next Year’s Proxy Statement
If you wish to have a proposal considered for inclusion in our proxy solicitation materials for our next annual meeting of
stockholders (expected to be held in January 2027) pursuant to Rule 14a-8 under the Exchange Act (“Rule 14a-8”), the
proposal must comply with the SEC’s proxy rules, be stated in writing, and be submitted on or before August 13, 2026
(120 days prior to the first anniversary of the mailing of this Proxy Statement). All such proposals should be sent by
certified mail, return receipt requested.
Other Stockholder Proposals and Nominations
Article I, Section 1 of our Bylaws establishes an advance notice procedure for stockholder proposals to be brought before
any annual meeting of stockholders and for nominations by stockholders of candidates for election as directors at an
annual meeting. Subject to any other applicable requirements, including, without limitation, Rule 14a-8, nominations of
persons for election to the Board and the proposal of business to be transacted by the stockholders may be made at an
annual meeting of stockholders by any stockholder of record who was a stockholder of record at the time of the giving of
notice for the annual meeting, who is entitled to vote at the meeting, and who has complied with our notice procedures
and, if applicable, the universal proxy rules of the SEC, including Rule 14a-19 under the Exchange Act.
Assuming that our next annual meeting of stockholders is held within 30 days before or after the anniversary of this
Annual Meeting, a stockholder’s notice of intention to introduce a nomination or to propose an item of business at our
2027 annual meeting must be delivered to our Corporate Secretary at our principal executive offices not less than 90 or
more than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders, or between
September 23, 2026 and October 23, 2026.
Proxy Access Director Nominations
Article I, Section 9 of our Bylaws establishes procedures for nominations by eligible stockholders of candidates for election
as directors at an annual meeting and to have those nominees included in our proxy materials. Assuming that our 2027
annual meeting is held within 30 days before or after the anniversary of this 2026 Annual Meeting, a stockholder’s notice
of a proxy access nomination must be delivered to our Corporate Secretary at our principal executive offices not less than
120 days or more than 150 days prior to the anniversary of the date on which we first mailed the proxy materials for this
2026 Annual Meeting, or between July 14, 2026 and August 13, 2026. All nominating stockholders and stockholder
nominees must comply with the provisions of our Bylaws.
Acuity Inc. | 2026 Proxy Statement | 84 |
NEXT ANNUAL MEETING – STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
Householding
We have adopted a procedure approved by the SEC called “householding” under which multiple stockholders who share
the same last name and address and do not participate in electronic delivery will receive only one copy of the proxy
materials, including our Annual Report on Form 10-K, or one Notice of Internet Availability of Proxy Materials unless we
receive contrary instructions from one or more of the stockholders. If you wish to opt out of householding and continue to
receive multiple copies of the proxy materials, including our Annual Report on Form 10-K, or the Notice of Internet
Availability of Proxy Materials at the same address, or if you have previously opted out and wish to participate in
householding, you may do so by notifying us in writing or by telephone at: Corporate Secretary, Acuity Inc.,
1170 Peachtree Street, N.E., Suite 1200, Atlanta, Georgia 30309, (404) 853-1400, and we will promptly deliver the
requested materials. You also may request additional copies of the proxy materials, including our Annual Report on Form
10-K, or the Notice of Internet Availability of Proxy Materials by notifying us in writing or by telephone at the same address
or telephone number.
General Information
All notices for stockholder proposals and nominations made pursuant to our Bylaws must comply with the applicable
provisions of our Bylaws. The preceding are summaries of the applicable provisions of our Bylaws and are qualified in its
entirety by reference to those Bylaws, which are available on our website at www.acuityinc.com under Investors then
Governance – Committee Charters & Governance Documents.
Notices must be in writing and sent to us at our principal executive offices at 1170 Peachtree Street, N.E., Suite 1200,
Atlanta, Georgia 30309, Attention: Corporate Secretary.
Forward-Looking Information
This Proxy Statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”). Forward-looking statements include, but are
not limited to, statements that describe or relate to the Company’s plans, initiatives, projections, vision, goals, targets,
commitments, expectations, objectives, prospects, strategies, or financial outlook, and the assumptions underlying or
relating thereto. In some cases, we may use words such as “expect,” “believe,” “intend,” “anticipate,” “estimate,” “forecast,”
“indicate,” “project,” “predict,” “plan,” “may,” “will,” “could,” “should,” “would,” “potential,” and words of similar meaning, as
well as other words or expressions referencing future events, conditions, or circumstances, to identify forward-looking
statements. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking
statements contained in the Act. Forward-looking statements are not guarantees of future performance. Our
forward-looking statements are based on our current beliefs, expectations and assumptions, which may not prove to be
accurate, and are subject to known and unknown risks and uncertainties, assumptions, and other important factors, many
of which are outside of our control and any of which could cause our actual results to differ materially from those
expressed or implied by the forward-looking statements. These risks and uncertainties are discussed in our filings with the
U.S. Securities and Exchange Commission, including our most recent annual report on Form 10-K (including, but not
limited to, the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations”), quarterly reports on Form 10-Q, and current reports on Form 8-K. Any forward-looking statement
speaks only as of the date on which it is made. This Proxy Statement is not comprehensive, and for that reason, should
be read in conjunction with such filings. You are cautioned not to place undue reliance on any forward-looking statements.
Except as required by law, we undertake no obligation to publicly update or release any revisions to these forward-looking
statements to reflect any events or circumstances after the date of this Proxy Statement or to reflect the occurrence of
unanticipated events, whether as a result of new information, future events, or otherwise.
Links to websites included in this Proxy Statement are provided solely for convenience purposes. Content on the
websites, the EarthLIGHT Report, and any other information on the Company’s website that we may refer to herein, are
not, and shall not be deemed to be, part of this Proxy Statement or incorporated herein or into any of our other filings with
the SEC.
Trademarks
All trademarks referenced in this Proxy Statement are property of their respective owners.
Acuity Inc. | 2026 Proxy Statement | A-1 |
Appendix A: Reported Performance
Metrics
Reconciliation of U.S. Generally Accepted Accounting Principles (“GAAP”) to Non-
U.S. GAAP Financial Measures and Methodology for Calculating Non-U.S. GAAP
Financial Measures
(In millions, except per share data) | Year Ended August 31, | |||||||
2025 | 2024 | 2023 | ||||||
Net sales (GAAP) | $4,345.6 | $3,841.0 | $3,952.2 | |||||
Net income (GAAP) | $396.6 | $422.6 | $346.0 | |||||
Add-back: Acquired profit in inventory | 29.6 | — | — | |||||
Add-back: Amortization of acquired intangible assets | 76.5 | 39.7 | 42.1 | |||||
Add-back: Share-based payment expense | 45.1 | 46.6 | 42.0 | |||||
Add-back: Acquisition-related costs(1) | 23.8 | — | — | |||||
Add-back: Special charges(2) | 29.7 | — | 26.9 | |||||
Add-back: Supplier recovery charge | — | — | 13.0 | |||||
Add-back: Pension settlement loss | 30.9 | — | — | |||||
Add-back: Loss on sale of a business | — | — | 11.2 | |||||
Add-back: Impairments of investments | — | — | 2.5 | |||||
Total pre-tax adjustments to net income | 235.6 | 86.3 | 137.7 | |||||
Income tax effect | (54.2) | (19.8) | (31.7) | |||||
Less: One-time tax benefit | (8.2) | — | — | |||||
Adjusted net income (non-GAAP) | $569.8 | $489.1 | $452.0 | |||||
Diluted earnings per share (GAAP) | $12.53 | $13.44 | $10.76 | |||||
Adjusted diluted earnings per share (non-GAAP)(3) | $18.01 | $15.56 | $14.05 | |||||
(1)Acquisition-related costs include professional fees.
(2)Special charges in 2025 include $16.7 million in asset impairment charges, $7.2 million in severance costs, and $5.8 million in other charges associated
with productivity efforts. Special charges in 2023 include $14.0 million in trade name impairment charges and $12.9 million in severance costs and other
charges associated with the disposal of a business and our ongoing transformation efforts.
(3)Adjusted diluted earnings per share is equal to adjusted net income divided by Diluted weighted average number of shares outstanding on the
Consolidated Statements of Comprehensive Income.
(In millions) | Year Ended August 31, | ||||
2025 | 2024 | 2023 | |||
Net cash provided by operating activities (GAAP) | $601.4 | $619.2 | $578.1 | ||
Less: Purchases of property, plant and equipment | (68.4) | (64.0) | (66.7) | ||
Free cash flow (non-GAAP) | $533.0 | $555.2 | $511.4 | ||
Acuity Inc. | 2026 Proxy Statement | B-1 |
Appendix B: Compensation Performance
Metrics
Reconciliation of U.S. Generally Accepted Accounting Principles (“GAAP”) to
Non-U.S. GAAP Financial Measures and Methodology for Calculating Non-U.S. GAAP
Financial Measures
We use various non-GAAP financial measures to evaluate the performance of our management team, including the
NEOs. For the assessment of the performance of management, the Board believes certain non-GAAP measures better
reflect the operational performance of the business. The Board also believes that in order to drive the desired
management performance, the calculation of operating profit (non-GAAP) and free cash flow (non-GAAP) as management
performance metrics should not include certain adjustments that are included in our reported results, as further described
in the footnotes below.
The following are reconciliations of GAAP measures to non-GAAP measures. Additionally, we have provided definitions
and calculations for certain financial measures that do not have an equivalent GAAP financial measure.
Reconciliation of U.S. GAAP Financial Measures to Non-U.S. GAAP Financial Measures
Fiscal years ($ millions) | 2025 | 2024 | 2023 | ||
Net sales (GAAP) | $4,345.6 | $3,841.0 | $3,952.2 | ||
Operating profit (GAAP) | 563.9 | 553.3 | 473.4 | ||
Add-back: Employee severance, impairments and other costs(1) | 29.7 | — | 12.9 | ||
Add-back: Acquisition-related items(2) | 95.5 | — | — | ||
Adjusted operating profit (non-GAAP)(3) | $689.1 | $553.3 | $486.3 | ||
Operating profit margin (GAAP) | 13.0% | 14.4% | 12.0% | ||
Adjusted operating profit margin (non-GAAP) | 15.9% | 14.4% | 12.3% |
(1)Charges in fiscal 2025 related to pre-tax special charges, which consisted primarily of impairments of certain assets and severance and employee-related
costs in connection with productivity initiatives. Charges in fiscal 2023 related to pre-tax special charges, which primarily included impairment charges of
certain assets, as well as severance and employee-related costs in connection with the Sunoptics divestiture and other streamlining activities.
(2)Acquisition-related items include amortization, acquired profit in inventory, and professional fees in fiscal 2025 for an acquisition.
(3)Adjusted operating profit used for calculation of management performance measures differs from the same measures used in our reported results.
Fiscal years ($ millions) | 2025 | 2024 | 2023 | ||
Net cash provided by operating activities (GAAP) | $601.4 | $619.2 | $578.1 | ||
Less: Purchase of property, plant and equipment | (68.4) | (64.0) | (66.7) | ||
Free cash flow (non-GAAP) | 533.0 | 555.2 | 511.4 | ||
Add-back: Employee severance costs(1) | 7.2 | — | — | ||
Add-back: Acquisition-related items(2) | 23.8 | — | — | ||
Add-back: Tariff payments ahead of collections(3) | 25.0 | — | — | ||
Adjusted free cash flow (non-GAAP)(4) | $589.0 | $555.2 | $511.4 |
(1)Charges in fiscal 2025 related to pre-tax severance and employee-related costs in connection with productivity initiatives.
(2)Acquisition-related items include professional fees in fiscal 2025 for an acquisition.
(3)Consisted of payment remitted to governmental authorities for tariffs and duties ahead of collections for related sales.
(4)Adjusted free cash flow used for calculation of management performance measures differs from the same measures used in our reported results.
Acuity Inc. | 2026 Proxy Statement | B-2 |
APPENDIX B: COMPENSATION PERFORMANCE METRICS
Adjusted Return on Invested Capital (adjusted ROIC) equals Adjusted net operating profit after taxes (NOPAT) divided
by Average capital. Average capital equals Total debt plus Total stockholders’ equity less excess cash (>$100 million)
(average of five quarters).
Weighted Average Cost of Capital (WACC) is calculated utilizing the methodology of the Capital Asset Pricing Model
(average of five quarters).
Fiscal Years ($ millions) | 2025 | 2024 | 2023 | |||
Income before income taxes (GAAP) | $500.2 | $548.6 | $446.7 | |||
Add back: Interest expense (income), net | 22.0 | (4.5) | 18.9 | |||
Add-back: Acquisition or divestiture-related items(1) | 95.5 | — | 11.2 | |||
Add-back: Employee severance, impairments and other costs(2) | 29.7 | — | 12.9 | |||
Add-back: Pension settlement loss | 30.9 | — | — | |||
Adjusted net operating profit before taxes | 678.3 | 544.1 | 489.7 | |||
Less: Taxes | (152.3) | (125.0) | (109.7) | |||
Adjusted net operating profit after taxes (non-GAAP) | (a) | $526.0 | $419.1 | $380.0 | ||
Average stockholders’ equity(3) | $2,534.3 | $2,172.5 | $1,949.6 | |||
Plus: Debt(3) | 796.5 | 495.9 | 498.9 | |||
Less: Excess cash(4) | (494.7) | (507.0) | (220.7) | |||
Average capital (non-GAAP) | (b) | $2,836.1 | $2,161.4 | $2,227.8 | ||
Adjusted ROIC (non-GAAP) | (a)/(b) | 18.5% | 19.4% | 17.1% | ||
WACC (non-GAAP) | (c) | 10.6% | 10.9% | 10.5% | ||
Performance metric percentage points (non-GAAP) | (a)/(b)-(c) | 7.9 | 8.5 | 6.6 |
(1)Acquisition or divestiture-related items include amortization, acquired profit in inventory, and professional fees in fiscal 2025 for an acquisition and a loss
on the disposal of a business in fiscal 2023.
(2)Charges in fiscal 2025 relate to intangible asset impairment charges, employee severance and other charges related to productivity efforts. Charges in
fiscal 2023 relate to employee severance costs and impairments of operating lease right of use assets associated with streamlining activities.
(3)For each respective fiscal year end, the amounts represent the rolling five-quarter average of our reported stockholders’ equity (GAAP) and our reported
debt (GAAP).
(4)For each respective fiscal year end, the amounts represent cash balances in excess of $100 million for the rolling five-quarter average.
FAQ
What are the main voting items in Acuity Inc. (AYI) 2026 annual meeting?
Stockholders are asked to elect nine directors, ratify the appointment of the independent registered public accounting firm for fiscal 2026, and approve on an advisory basis the compensation of named executive officers.
How did Acuity Inc. (AYI) perform financially in fiscal 2025?
For the year ended August 31, 2025, Acuity reported net sales of $4.3 billion, GAAP diluted EPS of $12.53, adjusted diluted EPS of $18.01, and $601 million of cash flow from operations.
What drove Acuity Inc. (AYI) revenue growth in fiscal 2025?
Net sales increased by $504.6 million, or 13.1%, mainly from higher sales in both Acuity Intelligent Spaces and Acuity Brands Lighting. The AIS increase was driven by the acquisition of QSC, LLC and higher Atrius and Distech sales, while ABL benefited from higher sales in independent and direct channels.
How is Acuity Inc. (AYI) allocating capital to create stockholder value?
In fiscal 2025, Acuity allocated about $68.4 million to capital expenditures, $1.2 billion to acquisitions, repaid $200 million of term loan debt, paid $20.6 million in dividends (up 13%), and repurchased roughly 436,000 shares for about $118–119 million.
What are the key features of Acuity Inc. (AYI) executive compensation?
The company emphasizes pay aligned to performance. For fiscal 2025, about 90% of the CEO’s and 78% of other NEOs’ target direct compensation was variable and performance‑based, using a mix of short‑term incentives tied to net sales, operating profit and free cash flow, and long‑term PSUs and RSUs tied to adjusted ROIC above WACC and relative TSR.
What governance and board structure does Acuity Inc. (AYI) highlight in the proxy?
Acuity reports that 89% of current directors are independent and 44% are diverse, with an average tenure of 6.5 years. The company has an independent Lead Director, fully independent key committees, majority voting for directors, annual elections, proxy access, and an enhanced clawback policy compliant with NYSE and SEC rules.
What is Acuity Inc. (AYI) EarthLIGHT program mentioned in the proxy?
EarthLIGHT is Acuity’s branded sustainability and stakeholder program, focused on innovation, operational excellence, environmental progress and people initiatives. The company states that its Scope 1 and 2 emissions are on track toward a 2040 net‑zero target, with Scope 3 emissions intensity also tracking its stated target.
ACUITY INC,
NYSE:AYI
AYI Rankings
AYI Latest News
Sep 30, 2025
Acuity Inc. Declares Quarterly Dividend
AYI Latest SEC Filings
Dec 11, 2025
[ARS] ACUITY INC. (DE) SEC Filing
Nov 5, 2025
[SCHEDULE 13G/A] ACUITY INC. (DE) SEC Filing
Oct 30, 2025
[Form 4] ACUITY INC. (DE) Insider Trading Activity
Oct 28, 2025
[144] ACUITY INC. (DE) SEC Filing
Oct 27, 2025
[Form 4] ACUITY INC. (DE) Insider Trading Activity
AYI Stock Data
10.77B
30.55M
0.3%
97.1%
1.96%
Electrical Equipment & Parts
Electric Lighting & Wiring Equipment
United States
ATLANTA