Acuity Brands, Inc. Non-Employee Director Compensation Policy (Effective September 1, 2018)

Contract Categories: Human Resources › Compensation Agreements
Summary

Acuity Brands, Inc. sets out compensation terms for its non-employee directors, including an annual cash retainer of $80,000 and a non-cash retainer of $145,000, with the latter deferred until a stock ownership requirement is met. Committee chairs receive additional annual retainers, and extra fees are paid for attending more than six board or committee meetings per year. Directors continuing after January 4, 2019, receive a restricted stock award that vests over three years. The policy outlines payment schedules and conditions for equity awards.

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EX-10.C 4 ayi-20181130xex10c.htm EXHIBIT 10.C Exhibit
Exhibit 10(c)


Acuity Brands, Inc.
Compensation for Non-Employee Directors
(Effective September 1, 2018)


 
Annual Retainer

Cash Retainer
$80,000
Non-Cash Retainer
$145,000

Annual cash retainer is payable quarterly in arrears. The non-cash Retainer is deferred into the Nonemployee Director Deferred Compensation Plan until the nonemployee director stock ownership requirement has been met (5 times the annual cash retainer, or $400,000). If the stock ownership requirement has been met, each director may elect to have the value issued in the form of a stock grant or elect to have it deferred into the Nonemployee Director Deferred Compensation Plan.
                                
Annual Committee Chair Retainers

Audit Committee
$15,000
Compensation Committee
$15,000
Nominating and Governance Committee/Lead Director
$25,000

Annual retainers to committee chairs are payable quarterly in arrears.

Additional Meeting Fees

Board Meeting Fee (for each meeting attended in excess of 6 meetings)
$2,000
Committee Meeting Fee (for each meeting attended in excess of 6 meetings)
$1,500

Additional meetings fees are payable quarterly in arrears, if earned.

Equity Compensation

Each non-employee director continuing after the January 4, 2019 Annual Shareholders’ Meeting received a restricted stock award valued at $50,000 (429 shares). The shares will vest ratably over three years beginning on the first anniversary of the grant date (January 4, 2019).