DEF 14A of Acuity Inc. (de), Dec 14, 2023

DEF 14A of Acuity Inc. (de)

Filed Dec 14, 2023 · FY20230001144215-23-000123

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees

  2. Our Director Nominees

    | | | | | | Committee Membership | | | | Name and Primary Occupation | | Independent | Tenure | Age | AC | CC | GC | | | Neil M. Ashe Chairman, President and Chief Executive Officer ("CEO") | | 3 | 56 | | | | | | Marcia J. Avedon, Ph.D. CEO, Avedon Advisory, LLC; Former Executive Vice President, Chief Human Resources, Marketing and Communications Officer, Trane Technologies PLC | | 1 | 62 | | | | | | W. Patrick Battle Managing Partner, Stillwater Family Holdings | | 9 | 60 | | | | | | Michael J. Bender Former President and CEO, Eyemart Express, LLC | | 1 | 62 | | | | | | G. Douglas Dillard, Jr. Managing Partner, Slewgrass Capital, LLC and Slewgrass Partners, LLC | | 6 | 53 | | | | | | James H. Hance, Jr. Lead Director Operating Executive, The Carlyle Group LP | | 9 | 79 | | | Chair | | | Maya Leibman Former Executive Vice President and Chief Information Officer, American Airlines Group, Inc. | | 3 | 57 | | Chair | | | | Laura G. O'Shaughnessy Co-Founder and Chief Marketing Officer, The Picnic Group, Inc. | | 3 | 46 | | | | | | Mark J. Sachleben Former Chief Financial Officer and Corporate Secretary, New Relic, Inc. | | 2 | 58 | | | | | | Mary A. Winston President, Winsco Enterprises, Inc.; Former Executive Vice President and Chief Financial Officer, Family Dollar Stores, Inc. | | 6 | 62 | Chair | | |

  3. Our Director Nominees

    | AC | Audit Committee | CC | Compensation and Management Development Committee | GC | Governance Committee | | Member |

  4. Board Composition (as of December 14, 2023)

    Board Composition (as of December 14, 2023)

  5. Board Composition (as of December 14, 2023)

    | GENDER DIVERSITY | | | | |

  6. Board Composition (as of December 14, 2023)

    | RACIAL/ETHNIC DIVERSITY | AGE | | | | | INDEPENDENCE | TENURE | | | |

  7. Skills and Experiences Represented by Director Nominees

    Skills and Experiences Represented by Director Nominees

  8. 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/Sustainability: 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 ESG developments | | | | | | | | | | | | | Engineering, Technology, and Innovation: Experience in leading edge engineering and technology innovation; experience in digital transformation of a business | | | | | | | | | | |

  9. Mary A. Winston

    Mary A. Winston Our By-Laws 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 ten and consists of the directors listed above. All directors have been nominated for re-election at this Annual Meeting after being recommended by the members of the Governance Committee. If elected, each of the nominees 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 79, who has been nominated for election at this Annual Meeting. The additional one-year term for Mr. Hance will provide continuity during our ongoing board review and refreshment process, as well as allow the Company to continue to benefit from his diverse skills and experience. The persons named in the accompanying proxy, or their substitutes, will vote for the election of the ten 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.

  10. Mary A. Winston

    | | The Board recommends that you vote FOR each of the Director Nominees. |

  11. Director Information

    Director Information

  12. Board Skills and Experience Summary

    Board Skills and Experience Summary

  13. 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/Sustainability: 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 ESG developments | | | | Engineering, Technology, and Innovation: Experience in leading edge engineering and technology innovation; experience in digital transformation of a business | |

  14. Director Nominees

    Director Nominees

  15. 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 sustainability; 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: Vericity, Inc. ▪Previous (during the past 5 years): None | | NEIL M. ASHE Director Since: 2020 Age: 56 Non-Independent (Chairman, President and Chief Executive Officer) Committees: None | |

  16. Director Nominees

    | | 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 sustainability; and engineering, technology, and innovation. CAREER HIGHLIGHTS ▪Founder and CEO, Avedon Advisory LLC since April 2022 ▪Executive Vice President, Chief Human Resources, Marketing and Communications Officer for Trane Technologies PLC from March 2020 to April 2022 ▪Senior Vice President of Human Resources, Communications and Corporate Affairs for Ingersoll Rand from February 2007 to March 2020 ▪Chief HR Officer of Merck 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. OTHER PUBLIC COMPANY DIRECTORSHIPS ▪Current: Generac Power Systems ▪Previous (during the past 5 years): GCP Applied Technologies and Lincoln National Corporation | | MARCIA J. AVEDON, Ph.D. Director Since: 2022 Age: 62 Independent Committees: Compensation and Management Development; Governance | |

  17. Director Nominees

    | | 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 human capital and talent management; and engineering, technology, and innovation. CAREER HIGHLIGHTS ▪Managing Partner of Stillwater Family Holdings since 2010 ▪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: 60 Independent Committees: Compensation and Management Development; Governance | |

  18. Director Nominees

    | | 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 and sustainability; and engineering, technology, and innovation. CAREER HIGHLIGHTS ▪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 OTHER PUBLIC COMPANY DIRECTORSHIPS ▪Current: Kohl’s Corporation ▪Previous (during the past 5 years): Ryman Hospitality Properties, Inc. | | MICHAEL J. BENDER Director Since: 2022 Age: 62 Independent Committees: Audit; Governance | |

  19. Director Nominees

    | | 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 sustainability; and engineering, technology, and innovation. CAREER HIGHLIGHTS ▪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: 53 Independent Committees: Audit; Governance | |

  20. Director Nominees

    | | 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 sustainability; and engineering, technology, and innovation. CAREER HIGHLIGHTS ▪Operating executive of The Carlyle Group LP, 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: 79 Independent Committees: Compensation and Management Development; Governance (Chair) | |

  21. Director Nominees

    | | 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 sustainability; and engineering, technology, and innovation. CAREER HIGHLIGHTS ▪Senior Advisor, American Airlines Group Inc., a publicly traded airline holdings company (“AA”), since January 2023 ▪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 ▪President of AAdvantage Loyalty Program from July 2010 to December 2011 ▪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: 57 Independent Committees: Compensation and Management Development (Chair); Governance | |

  22. Director Nominees

    | | 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 ▪Co-Founder and Chief Marketing Officer, The Picnic Group, Inc., a boutique holding company of food brands, since December 2022 ▪Independent Consultant since August 2020 ▪Chief Digital Officer of ReserveBar, an e-commerce leader in rare, luxury, and ultra-premium spirits, from August 2022 to October 2022 ▪Co-Founder of Code3 (formerly SocialCode), a technology company that manages digital and social advertising for leading consumer brands, and served as CEO from 2009 to August 2020 ▪Business and Product Strategy 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 O'SHAUGHNESSY Director Since: 2020 Age: 46 Independent Committees: Audit; Governance | |

  23. Director Nominees

    | | 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 sustainability; 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: MeridianLink, Inc. ▪Previous (during the past 5 years): None | | MARK J. SACHLEBEN Director Since: 2021 Age: 58 Independent Committees: Compensation and Management Development; Governance | |

  24. Director Nominees

    | | SKILLS AND QUALIFICATIONS Ms. Winston brings to our Board extensive management, operational, and financial expertise gained through her senior leadership positions, as well as significant corporate governance knowledge from her service on other large public company boards. 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; and enterprise risk management and sustainability. CAREER HIGHLIGHTS ▪President and Founder, Winsco Enterprises, Inc., a consulting firm, since 2016 ▪Interim CEO of Bed Bath & Beyond, Inc., a retail chain specializing in housewares, furniture and specialty items, from May 2019 to November 2019 ▪Executive Vice President and Chief Financial Officer of Family Dollar Stores, Inc., a leading discount retailer, from 2012 to 2015 ▪Senior Vice President and Chief Financial Officer of Giant Eagle, Inc., a supermarket chain, from 2008 to 2012 ▪Executive Vice President and Chief Financial Officer of Scholastic Corporation, a global children’s publishing, education and media company, from 2004 to 2007 ▪Held senior executive positions at Visteon Corporation, a global technology company, and Pfizer Inc., an American multinational pharmaceutical and biotechnology corporation, from 1995 to 2004 ▪Certified Public Accountant (inactive) ▪Served on the Boards of Directors of numerous companies, including Plexus Corporation and SUPERVALU Inc. OTHER PUBLIC COMPANY DIRECTORSHIPS ▪Current: Chipotle Mexican Grill, Inc., Northrop Grumman Corporation, and The Toronto-Dominion Bank ▪Previous (during the past 5 years): Bed Bath & Beyond, Inc., Domtar Corporation, and Dover Corporation | | MARY A. WINSTON Director Since: 2017 Age: 62 Independent Committees: Audit (Chair); Governance | |

  25. Compensation of Directors

    Compensation of Directors

  26. Non-Employee Director Compensation

    Non-Employee Director Compensation The compensation program of our non-employee directors is designed to achieve the following goals: ▪compensation should fairly pay directors for work required for a company of our size and scope; ▪compensation should align directors’ interests with the long-term interests of stockholders; and ▪the structure of the compensation should 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.

  27. Fiscal 2023 Director Compensation

    Fiscal 2023 Director Compensation The following table shows the fiscal 2023 compensation of our non-employee directors. Our Chairman, President and CEO, Mr. Ashe, did not receive any additional compensation for serving as a director. Our non-employee directors did not receive any option awards or any non-equity incentive plan compensation. 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 2023.

  28. Fiscal 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(1)(2) | Change in Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($)(5) | | Marcia J. Avedon, Ph.D. | 95,000 | 160,080 | — | — | 255,080 | | W. Patrick Battle | 95,000 | 160,080 | 582 | — | 255,662 | | Michael J. Bender(6) | 120,863 | 206,337 | — | — | 327,200 | | G. Douglas Dillard, Jr. | 95,000 | 160,080 | 316 | — | 255,396 | | James H. Hance, Jr. | 140,000 | 160,080 | 36 | 5,000 | 305,116 | | Maya Leibman | 115,000 | 160,080 | 116 | — | 275,196 | | Laura G. O'Shaughnessy | 95,000 | 160,080 | 127 | — | 255,207 | | Dominic J. Pileggi(7) | — | — | — | 5,000 | 5,000 | | Ray M. Robinson(7) | — | — | 10,292 | 5,000 | 15,292 | | Mark J. Sachleben | — | 255,080 | 7 | — | 255,087 | | Mary A. Winston | 120,000 | 160,080 | 284 | — | 280,364 |

  29. Fiscal 2023 Director Compensation

    (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. 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 exceeds the Stock Ownership Guidelines requirement. If the director's stock ownership does not exceed the Stock Ownership Guideline requirement, 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, 2023, certain directors had unvested RSAs outstanding as follows: Mr. Hance, 888 shares; Ms. Leibman, 888 shares; and Mr. Sachleben, 37 shares. As of August 31, 2023, certain directors had unvested DSUs outstanding as follows: Dr. Avedon, 888 shares; Mr. Battle, 888 shares; Mr. Bender, 1,188 shares; Mr. Dillard, 888 shares; Ms. O'Shaughnessy, 888 shares; Mr. Sachleben, 888 shares; and Ms. Winston, 888 shares. The following table sets forth the allocation of the Cash Portion and the Non-Cash Portion of the annual retainer paid in fiscal 2023 to each applicable director in the form of deferred stock units, RSAs, and DSUs.

  30. Fiscal 2023 Director Compensation

    | | Cash Portion | | Non-Cash Portion | | | | | | Deferred Stock Units | | Deferred Restricted Stock Unit Award | | Restricted Stock Award | | | Name | $ | # | $ | # | $ | # | | Marcia J. Avedon, Ph.D. | — | — | 160,080 | 888 | — | — | | W. Patrick Battle | — | — | 160,080 | 888 | — | — | | Michael J. Bender | — | — | 206,337 | 1,188 | — | — | | G. Douglas Dillard, Jr. | — | — | 160,080 | 888 | — | — | | James H. Hance, Jr. | — | — | — | — | 160,080 | 888 | | Maya Leibman | — | — | — | — | 160,080 | 888 | | Laura G. O'Shaughnessy | — | — | 160,080 | 888 | — | — | | Mark J. Sachleben | 95,000 | 544 | 160,080 | 888 | — | — | | Mary A. Winston | — | — | 160,080 | 888 | — | — |

  31. Fiscal 2023 Director Compensation

    (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, 2023. (3)This column shows above-market earnings, which were calculated as the excess of the earnings credited on deferred amounts under the Amended 2022 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 2022 NEDC. (4)This column shows 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. (5)In fiscal 2023, 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)Mr. Bender joined the Board on September 29, 2022. Amounts shown for Mr. Bender include a pro-rata portion of annual director fees paid from his date of election, September 29, 2022, through January 24, 2023, the day before he was re-elected to the Board. (7)Mr. Pileggi and Mr. Robinson retired from the Board at the 2023 annual meeting, and did not receive any compensation in fiscal 2023 other than the amount reported in the "All Other Compensation" column and "Change in Nonqualified Deferred Compensation Earnings" column (as applicable) as described above.

  32. Fiscal 2023 Director Compensation

    | ITEM 2: | APPROVAL OF THE PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCORPORATE NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION |

  33. Fiscal 2023 Director Compensation

    We are asking you to approve an amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) to provide for exculpation of certain officers of the Company as permitted by recent amendments to Delaware law (the “Proposed Amendment”).

  34. Consideration of and Response to Say on Pay Voting Result

    | Fiscal 2023 Design Changes | | | Addition of an rTSR metric in LTI Program for all NEOs | ▪For the CEO, 75% of the LTI Program award was in the form of PSUs, with 50% based on ROIC in excess of WACC, and 25% based on rTSR. ▪For other NEOs, 60% of the LTI Program award was in the form of PSUs, with 40% based on ROIC in excess of WACC, and 20% based on rTSR. | | Increased weighting of PSUs in LTI Program for non-CEO NEOs to further align with CEO and stockholders | ▪The CEO continues to have 75% of the LTI Program that is performance-based, which was increased in fiscal 2022. ▪Other NEOs now have 60% of the LTIP Program that is performance-based, an increase from 50% in fiscal 2022. |

  35. ELEMENTS OF FISCAL 2023 DIRECT COMPENSATION

    | Vehicle and Measures | Objective | | Long-Term Incentive Award | | | ▪For the CEO, weighting is: ▪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 is: ▪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; ▪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%): ▪Net sales (34%) ▪Adjusted operating profit (33%) ▪Free cash flow (33%) ▪Individual Performance (20%): ▪Including individual ESG Goal | ▪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, including individual performance with respect to ESG goals, to align with Company and stockholder interests. | | Base Salary | | | | ▪Provide a competitive level of fixed cash compensation for high-performing executives; and ▪Reward individual performance, level of experience, and responsibility. |

  36. Role of Compensation Consultant

    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 2023, 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 2023 (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 (plan and award design), 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 2023), 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.

  37. Market Data

    Market Data The Compensation and Management Development Committee annually compares the various elements of our executive compensation program with respect to the CEO and other NEOs in order to evaluate compensation levels relative to that of the market and our competitors through the use of publicly available proxy peer group data, market surveys, total compensation studies, and long-term incentive compensation analyses. For purposes of analyzing NEO compensation relative to that of the market, the Compensation and Management Development Committee uses a list of peer companies that are of comparable size and business focus, and that are 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 a list of recommended peer companies 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. In determining our executive compensation peer group for fiscal 2023, the Compensation and Management Development Committee reviewed, with the help of the compensation consultant, our fiscal 2022 peer group and decided to remove two companies from the peer group for fiscal 2023 based on revenue size and business fit. The peer group for fiscal 2023 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 Lincoln Electric Holdings, Inc. Pentair plc Regal Rexnord Corporation Rockwell Automation, Inc. Roper Technologies 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 ensure a holistic review of the market.

  38. General Compensation Levels

    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. The peer group and survey market data provide competitive compensation information for positions of comparable responsibilities and experience with comparably-sized companies that are representative of the companies with whom we compete for executive talent.

  39. Elements of Compensation

    Elements of Compensation For fiscal 2023, 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 (see Executive Perquisites for more details). In addition, NEOs generally participate in our health and welfare plans on the same basis as other full-time associates. The objective for each element of compensation is described below.

  40. Elements of Compensation

    | 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 | Aligns objective financial performance metrics to our annual operating plan | 80% of Target | | | Adjusted Operating Profit | Rewards operational performance and profitability | | | | Free Cash Flow | Rewards generating cash to support our capital allocation priorities | | | | Individual Performance | Rewards individual contributions that positively impact overall Company performance and results; also includes a focus on ESG | 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: Directly aligns with value delivered to stockholders while weighting allows for greater emphasis on PSUs | 25% of Target LTI Value | | | | ▪For other NEOs: Directly aligns with value delivered to stockholders | 40% of Target LTI Value | | Other Compensation | | | | | Post-Termination Compensation | | Encourages long-term retention through pension benefit and 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 | |

  41. Base Salary

    Base Salary The base salary is designed to attract talented executives and provide a secure base 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 generally are set near or below the 50th percentile 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 2023, the base salaries for our NEOs were set, based on individual performance, peer group benchmarks, and survey market data. Ms. Holcom, Mr. Goldman, and Ms. Mills received salary increases for fiscal 2023 in recognition of their individual performance during fiscal 2022 and the results of a market assessment of comparable positions in our peer group. The base salary of the CEO remained the same in fiscal 2023, as shown below:

  42. Short-Term Incentive Awards

    Short-Term Incentive Awards Performance-based short-term incentive compensation is a key component of our executive compensation strategy. This element is designed to be a significant performance-based component of overall compensation. Short-term incentive awards are made under the 2017 Management Cash Incentive Plan (also known as the STI Program), which was approved by stockholders at the January 2018 annual meeting. The STI Program is designed to motivate executive officers to attain specific annual performance objectives that, in turn, further our long-term objectives. Approximately 2,500 salaried associates participated in the STI Program in fiscal 2023, including the NEOs. STI Program awards are based on a combination of Company financial performance and individual performance. For fiscal 2023, 80% of the STI Program opportunity could be earned based on the Company's performance relative to net sales, adjusted operating profit, and free cash flow, and 20% of the STI Program opportunity could be earned based on achievement of individual performance goals, which included an ESG-related goal. The financial performance goals can be earned 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. 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 STI Program 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 STI Program, the amount of each actual award, including the awards to the NEOs, would be determined as follows:

  43. Short-Term Incentive Awards

    | Base Salary x Short-Term Incentive Target % = Target Opportunity |

  44. Short-Term Incentive Awards

    | Target Opportunity x 80% Financial Goal x Company Performance % | + | Target Opportunity x 20% Individual Goal x Individual Performance % | = | Total Short-Term Incentive Payable |

  45. Fiscal 2023 Short-Term Incentive Target

    Fiscal 2023 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. Each NEO’s Target Opportunity is shown in the table below. The Compensation and Management Development Committee reviewed comparative market information on Target Opportunities for NEOs and determined that no changes were needed for fiscal 2023.

  46. Fiscal 2023 Short-Term Incentive Target

    | Name | Salary ($) | STI Program Target (%) | Target Opportunity ($) | | Neil M. Ashe | 1,000,000 | 130% | 1,300,000 | | Karen J. Holcom | 550,000 | 100% | 550,000 | | Barry R. Goldman | 500,000 | 100% | 500,000 | | Dianne S. Mills | 500,000 | 100% | 500,000 |

  47. Fiscal 2023 Financial Performance Measures and Weighting

    Fiscal 2023 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. 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.

  48. Fiscal 2023 Financial Performance Measures and Weighting

    | STI PROGRAM 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 with no adjustments. | Aligns objective financial performance metrics to our annual operating plan | | Adjusted operating profit | | Adjusted operating profit is calculated as operating profit and may be adjusted. | Rewards operational performance and profitability | | Free cash flow | | Free cash flow is calculated as cash provided by operating activities, minus purchases of property, plant, and equipment. | Rewards generating cash to support our capital allocation priorities |

  49. Fiscal 2023 Financial Performance Measures and Weighting

    (1)Adjusted operating profit and free cash flow are non-GAAP financial measures. 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.

  50. Performance Measurement Payout Levels

    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%), adjusted 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. Payout levels are set based on anticipated performance that is expected to drive long-term stockholder value in the upcoming year and may increase commensurately with higher performance up to a maximum payout of 200% of target. 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 2023, the only adjustments the Committee made were to exclude the impact of severance expenses resulting from business actions taken in the first and fourth quarters of the year.

  51. Performance Measurement Payout Levels

    | STI PROGRAM FINANCIAL PERFORMANCE MEASURES | | | | | | | | | Measure(2) | Weighting | Performance Objectives(1) | | | Actual (in millions) | Achievement % (rounded) | Weighted Payout % (rounded) | | | | Threshold | Target | Maximum | | | | | Net sales | | | | | $3,952 | 60% | 20% | | Adjusted operating profit | | | | | $486 | 65% | 21% | | Free cash flow | | | | | $511 | 200% | 66% | | | | | | Company Payout Percentage | | | 107% |

  52. Performance Measurement Payout Levels

    (1)Threshold, Target, and Maximum amounts are payable at 50%, 100%, and 200%, respectively. (2)Adjusted operating profit and free cash flow are non-GAAP financial measures. 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.

  53. Individual Performance

    | | 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% |

  54. Fiscal 2023 Short-Term Incentive Award

    Fiscal 2023 Short-Term Incentive Award On October 24, 2023, the Compensation and Management Development Committee certified the achievement of fiscal 2023 financial performance objectives based upon information prepared by the Company’s finance department and approved the fiscal 2023 STI Program 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 2023 STI Program award. The following table reflects the actual STI Program awards for each of our NEOs based on our financial performance and their individual performance for fiscal 2023:

  55. Fiscal 2023 Short-Term Incentive Award

    | Named Executive Officer | Financial Performance Payout($)(1) | | Individual Performance Payout ($)(2) | | Actual 2023 Short-Term Incentive Award Payout ($) | | Neil M. Ashe | 1,112,800 | + | 286,000 | = | 1,398,800 | | Karen J. Holcom | 470,800 | + | 99,000 | = | 569,800 | | Barry R. Goldman | 428,000 | + | 90,000 | = | 518,000 | | Dianne S. Mills | 428,000 | + | 125,000 | = | 553,000 |

  56. Fiscal 2023 Short-Term Incentive Award

    (1)Financial performance payout is equal to Target Opportunity multiplied by 80% of the Financial Goal achieved at 107%. (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, 110%; Ms. Holcom, 90%; Mr. Goldman, 90%; and Ms. Mills, 125%.

  57. Long-Term Incentive Awards

    Long-Term Incentive Awards A substantial portion of the total direct compensation of our NEOs is delivered in the form of LTI Program awards in the form of PSUs and RSUs. LTI Program awards are generally granted on an annual basis. The Compensation and Management Development Committee may also grant LTI Program awards at the time an executive officer is hired or promoted, or to recognize an executive officer's outstanding performance. LTI Program awards are granted under the stockholder-approved Omnibus Incentive Plan. The purpose of the LTI Program 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 LTI Program promotes a long-term focus on our profitability due to the multi-year vesting period under the plan. The LTI Program is also intended to directly align the value received by the NEOs with the value received by our stockholders since LTI Program awards are paid in shares of our common stock.

  58. Fiscal 2023 Long-Term Incentive Awards

    Fiscal 2023 Long-Term Incentive Awards In fiscal 2023, there were approximately 545 eligible participants in the LTI Program. For fiscal 2023, we made a key change to our LTI Program PSU awards for all NEOs by introducing an rTSR metric. In addition, the weighting of the LTI award for the NEOs other than the CEO (as noted below) was changed to reflect a higher weighting on PSUs and a lower weighting on RSUs. The awards were based on the following: ▪the grant date value of annual awards should approximate the median target value of awards for similar positions at our peer group (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 in excess of related thresholds, which may allow for payout up to 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 long-term award (75%) being delivered as a PSU, and the majority of our other NEOs' awards being delivered as PSUs (60%).

  59. Fiscal 2023 PSU Performance Goal

    Fiscal 2023 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, 2022 and ends on August 31, 2025 (i.e., fiscal 2023 through fiscal 2025), 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 2023 PSUs to encourage the NEOs to make sound investment decisions that generate positive returns for stockholders. The level of achievement is based on the following:

  60. 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% |

  61. 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% |

  62. Fiscal 2023 Long-Term Incentive Award Values

    Fiscal 2023 Long-Term Incentive Award Values The following table shows the fiscal 2023 LTI Program award values granted to the NEOs, both in dollars and number of shares (assuming the PSUs are earned at 100%):

  63. Fiscal 2023 Long-Term Incentive Award Values

    | | | 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 | 5,500,000 | 1,375,000 | 4,125,000 | 7,736 | 23,207 | | Karen J. Holcom | 1,650,000 | 660,000 | 990,000 | 3,714 | 5,569 | | Barry R. Goldman | 1,000,000 | 400,000 | 600,000 | 2,251 | 3,375 | | Dianne S. Mills | 1,000,000 | 400,000 | 600,000 | 2,251 | 3,375 |

  64. Fiscal 2023 Long-Term Incentive Award Values

    (1)The Number of Shares by Award Type is calculated by dividing the Value by Award Type by the Company's closing stock price on the grant date, October 24, 2022, and rounded to the nearest whole unit. The Company's closing stock price on the grant date was $177.75. 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.

  65. Vesting of Fiscal 2021 Performance Stock Units

    Vesting of Fiscal 2021 Performance Stock Units On October 26, 2020, the Compensation and Management Development Committee granted PSUs ("2020 PSUs") to three of our NEOs, Ms. Holcom, Mr. Goldman and Ms. Mills. Mr. Ashe did not receive 2020 PSUs as his long-term incentive award in 2020 was exclusively in the form of performance-based stock options for only his new hire award. The 2020 PSUs were subject to achievement of our average adjusted ROIC in excess of our average estimated WACC measured over a three-year performance period beginning on September 1, 2020 and ending on August 31, 2023 (i.e., fiscal 2021 through fiscal 2023). The Threshold, Target and Maximum performance achievement levels for the 2020 PSUs were the same as those described above in Fiscal 2023 PSU Performance Goal. The payout of the awards was certified by the Compensation and Management Development Committee on October 24, 2023, based on financial information presented with the final payout representing maximum performance of 200% as summarized in the table below.

  66. Vesting of Fiscal 2021 Performance Stock Units

    | Average Adjusted ROIC for Performance Period(1) | Average Estimated WACC for Performance Period | Amount by which Average Adjusted ROIC Exceeds WACC | Payout Percentage | | 17.1% | 9.8% | 7.3 percentage points | 200% |

  67. Vesting of Fiscal 2021 Performance Stock Units

    (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. Based on the 200% performance achievement, Ms. Holcom, Mr. Goldman and Ms. Mills earned the following payouts for their 2020 PSUs.

  68. Vesting of Fiscal 2021 Performance Stock Units

    | Participating Named Executive Officers | Target PSUs (#) | Earned Shares (#) | | Karen J. Holcom | 5,478 | 10,956 | | Barry R. Goldman | 2,191 | 4,382 | | Dianne S. Mills | 2,191 | 4,382 |

  69. Change in Control Agreements

    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.

  70. Severance Agreements

    Severance Agreements To 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.

  71. Equity Award Grant Practices

    Equity Award Grant Practices Equity awards under our LTI Program are approved by the Compensation and Management Development Committee and the independent members of the Board on an annual basis or when necessary. 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. We do not time the granting of equity awards to the disclosure of material information or to the fluctuation in the market value of the Company's common stock.

  72. Compensation Risk Analysis

    Compensation Risk Analysis Because performance-based incentives play a large role in our overall executive compensation program, we believe that it is important to 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 STI Program and LTI Program 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 LTI Program 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 STI Program and the LTI Program have maximum payout limitations for each participant. ▪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.

  73. Fiscal 2023 Summary Compensation Table

    Fiscal 2023 Summary Compensation Table The following table presents compensation data for the NEOs for fiscal 2023, 2022 and 2021, as may be applicable.

  74. Fiscal 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Neil M. Ashe Chairman, President and CEO | 2023 | 1,000,000 | — | 6,091,382 | — | 1,398,800 | 711,755 | 11,880 | 9,213,817 | | | 2022 | 1,000,000 | — | 5,000,154 | — | 1,086,800 | 578,872 | 13,179 | 7,679,005 | | | 2021 | 1,000,000 | — | — | 11,212,565 | 1,622,400 | 1,055,471 | 17,609 | 14,908,045 | | Karen J. Holcom Senior Vice President and Chief Financial Officer | 2023 | 541,667 | — | 1,791,926 | — | 569,800 | 216,233 | 62,673 | 3,182,299 | | | 2022 | 500,000 | — | 1,500,067 | — | 393,000 | 93,668 | 106,550 | 2,593,285 | | | 2021 | 487,501 | — | 1,000,064 | — | 634,000 | 236,996 | 81,161 | 2,439,722 | | Barry R. Goldman Senior Vice President and General Counsel | 2023 | 491,667 | — | 1,086,017 | — | 518,000 | 219,432 | 36,222 | 2,351,338 | | | 2022 | 445,833 | — | 800,132 | — | 349,200 | 84,573 | 62,387 | 1,742,125 | | | 2021 | 420,833 | — | 399,989 | — | 404,175 | 195,368 | 58,506 | 1,478,871 | | Dianne S. Mills Senior Vice President and Chief Human Resources Officer | 2023 | 491,667 | — | 1,086,017 | — | 553,000 | 4,695 | 34,813 | 2,170,192 | | | 2022 | 450,000 | — | 1,000,114 | — | 376,200 | — | 52,122 | 1,878,436 | | | 2021 | 441,667 | — | 399,989 | — | 441,450 | — | 32,777 | 1,315,883 |

  75. Fiscal 2023 Summary Compensation Table

    (1)Represents the aggregate grant date fair value of PSU and RSU awards granted during the applicable fiscal year. The fiscal 2023 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 2023, assuming the maximum level of performance will be achieved, is as follows: Mr. Ashe, $9,432,615, Ms. Holcom, $2,263,525, Mr. Goldman, $1,371,803, and Ms. Mills, $1,371,803. 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, 2023. For more information regarding stock awards granted in fiscal 2023, see Fiscal 2023 Long-Term Incentive Awards. (2)Represents the aggregate grant date fair value of stock option awards granted during the applicable fiscal year. The fiscal 2021 stock option awards for Mr. Ashe consisted of two separate awards, both of which only become exercisable after the Company's common stock reaches and maintains a stock price target of either $225 or $275 for ten consecutive trading days. The assumptions used to value stock option awards granted in fiscal 2021 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, 2023. (3)Represents amounts earned under the STI Program for the applicable fiscal year. For more information, see Fiscal 2023 Short-Term Incentive Award. (4)For fiscal 2023, 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. The increases in defined benefit pension values for fiscal 2023 were as follows: Mr. Ashe, $711,755, Ms. Holcom $192,960, and Mr. Goldman, $196,408. The change in the pension value for fiscal 2023 was primarily attributed to an increase in the value due to the passage of time. The change in the pension value for fiscal 2022 was primarily attributed to an increase in the value due to the passage of time. The change in the pension value for fiscal 2021 was primarily attributed to an increase in the value due to the passage of time and a lower discount rate. The change in pension value amounts shown for Mr. Ashe for fiscal 2022 and 2021 have been corrected from previously reported higher amounts that were miscalculated due to an administrative error. The corrected amount for fiscal 2022 is $120,089 lower than previously reported, and the corrected amount for fiscal 2021 is $53,918 lower than previously reported. The above-market earnings on deferred compensation for fiscal 2023 were as follows. Ms. Holcom, $23,273, Mr. Goldman, $23,024, and Ms. Mills, $4,695. 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 2023 and Fiscal 2023 Non-Qualified Deferred Compensation. (5)Amounts shown for All Other Compensation include the following: matching contributions into the Company's 401(k) plan for Mr. Ashe, $11,880; for Ms. Holcom, $12,000; for Mr. Goldman, $11,987; and for Ms. Mills, $13,950. Also included are Company Contributions into the Deferred Compensation Plans as follows: Ms. Holcom, $50,673; Mr. Goldman, $24,235; and Ms. Mills, $20,863. In fiscal 2023, the aggregate incremental cost of perquisites and personal benefits provided to each NEO was less than $10,000.

  76. Fiscal 2023 Grants of Plan-Based Awards

    Fiscal 2023 Grants of Plan-Based Awards The following table provides information about equity and non-equity incentive awards for fiscal 2023 for each of the NEOs. Non-equity incentive plan awards are made under the STI Program and equity incentive awards are made under the LTI Program.

  77. Fiscal 2023 Grants of Plan-Based Awards

    | | | 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 | | 650,000 | 1,300,000 | 2,600,000 | | | | | | | | | PSU-ROIC | 10/24/22 | | | | — | 15,472 | 30,944 | | | | 2,750,148 | | PSU-rTSR | 10/24/22 | | | | — | 7,735 | 15,470 | | | | 1,966,160 | | RSU | 10/24/22 | | | | — | — | — | 7,736 | | | 1,375,074 | | Karen J. Holcom | | 275,000 | 550,000 | 1,100,000 | | | | | | | | | PSU-ROIC | 10/24/22 | | | | — | 3,713 | 7,426 | | | | 659,986 | | PSU-rTSR | 10/24/22 | | | | — | 1,856 | 3,712 | | | | 471,777 | | RSU | 10/24/22 | | | | — | — | — | 3,714 | | | 660,164 | | Barry R. Goldman | | 250,000 | 500,000 | 1,000,000 | | | | | | | | | PSU-ROIC | 10/24/22 | | | | — | 2,250 | 4,500 | | | | 399,938 | | PSU-rTSR | 10/24/22 | | | | — | 1,125 | 2,250 | | | | 285,964 | | RSU | 10/24/22 | | | | — | — | — | 2,251 | | | 400,115 | | Dianne S. Mills | | 250,000 | 500,000 | 1,000,000 | | | | | | | | | PSU-ROIC | 10/24/22 | | | | — | 2,250 | 4,500 | — | | | 399,938 | | PSU-rTSR | 10/24/22 | | | | — | 1,125 | 2,250 | — | | | 285,964 | | RSU | 10/24/22 | | | | — | — | — | 2,251 | | | 400,115 |

  78. Fiscal 2023 Grants of Plan-Based Awards

    (1)These columns show the possible fiscal 2023 payout for each NEO under the STI Program if the threshold, target, or maximum goals, as such terms are defined by the SEC, were achieved. See Fiscal 2023 Summary Compensation Table for final amounts earned. See Fiscal 2023 Short-Term Incentive Award for a description of the program. (2)These columns represent the potential payout of PSUs granted on October 24, 2022 under the LTI Program if the performance measure is achieved over a three-year performance period from September 1, 2022 to August 31, 2025. 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 2023 Long-Term Incentive Awards for a description of the program. (3)This column shows the number of RSUs granted on October 24, 2022. 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, 2023.

  79. Outstanding Equity Awards at Fiscal 2023 Year-End

    Outstanding Equity Awards at Fiscal 2023 Year-End The following table provides information on outstanding equity awards held by the NEOs at August 31, 2023. 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.

  80. Outstanding Equity Awards at Fiscal 2023 Year-End

    | | | Option Awards | | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(1) | 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 | | | | | | | | 10/25/21 | | | | | | | 4,025 | 649,152 | 36,230 | 5,843,174 | | | 10/24/22 | | | | | | | 7,736 | 1,247,662 | 38,679 | 6,238,149 | | Holcom | 10/27/14 | 1,002 | — | | 135.63 | 10/27/24 | | | | | | | | 10/26/15 | 1,590 | — | | 207.80 | 10/26/25 | | | | | | | | 10/24/16 | 1,794 | — | | 239.76 | 10/24/26 | | | | | | | | 10/25/17 | 657 | — | | 156.39 | 10/25/27 | | | | | | | | 10/24/18 | 1,468 | — | | 116.36 | 10/24/28 | | | | | | | | 10/24/19 | | | | | | | 282 | 45,481 | | | | | 10/26/20 | | | | | | | 13,695 | 2,208,730 | | | | | 10/25/21 | | | | | | | 2,415 | 389,491 | 7,246 | 1,168,635 | | | 10/24/22 | | | | | | | 3,714 | 598,994 | 9,282 | 1,497,001 | | Goldman | 10/26/15 | 2,145 | — | | 207.80 | 10/26/25 | | | | | | | | 10/24/16 | 2,325 | — | | 239.76 | 10/24/26 | | | | | | | | 10/25/17 | 1,751 | — | | 156.39 | 10/25/27 | | | | | | | | 10/24/18 | 2,936 | — | | 116.36 | 10/24/28 | | | | | | | | 10/24/19 | | | | | | | 277 | 44,675 | | | | | 10/26/20 | | | | | | | 5,478 | 883,492 | | | | | 10/25/21 | | | | | | | 1,288 | 207,729 | 3,864 | 623,186 | | | 10/24/22 | | | | | | | 2,251 | 363,041 | 5,625 | 907,200 | | Mills | 03/02/20 | | | | | | | 975 | 157,248 | | | | | 10/26/20 | | | | | | | 5,478 | 883,492 | | | | | 10/25/21 | | | | | | | 1,610 | 259,661 | 4,830 | 778,982 | | | 10/24/22 | | | | | | 2,251 | | 363,041 | 5,625 | 907,200 |

  81. Outstanding Equity Awards at Fiscal 2023 Year-End

    (1)For Mr. Ashe, the stock options shown in this column will only vest and become exercisable after the attainment of two independent conditions: 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 the aforementioned stock price target for ten consecutive trading days at any time following the grant date. (2)For awards granted on October 26, 2020, this column reflects outstanding RSUs and the PSUs that have been earned, but do not vest until October 26, 2023. (3) The market value is calculated as the product of (a) $161.28 per share, the closing market price of our common stock on the NYSE on August 31, 2023, 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 25, 2021, the number of units shown are at maximum based on the estimated level of achievement as of August 31, 2023. For awards granted on October 24, 2022: 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, 2023; and for PSUs based on rTSR, the number of units shown are at the target based on the estimated level of achievement as of August 31, 2023. (5) The market value is calculated as the product of (a) $161.28 per share, the closing market price on our common stock on the NYSE on August 31, 2023, 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, 2023, as described in footnote 4 to this table. For awards granted on October 25, 2021, and October 24, 2022, the threshold, target, and maximum performance percentages for all NEOs are 0%, 100%, and 200%, respectively.

  82. Option Exercises and Stock Vested in Fiscal 2023

    Option Exercises and Stock Vested in Fiscal 2023 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 2023, each before payment of any applicable withholding tax and broker commissions.

  83. Option Exercises and Stock Vested in Fiscal 2023

    | | 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 | — | — | 2,013 | 371,922 | | Karen J. Holcom | 1,385 | 63,412 | 6,931 | 1,231,933 | | Barry R. Goldman | — | — | 4,300 | 773,989 | | Dianne S. Mills | — | — | 2,329 | 438,934 |

  84. Option Exercises and Stock Vested in Fiscal 2023

    (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.

  85. Pension Benefits in Fiscal 2023

    Pension Benefits in Fiscal 2023 The table below shows information for NEOs under the 2002 SERP as described in the following paragraphs. 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. Ms. Mills, who would have become an eligible participant for the plan when hired in March 2020, waived her participation right.

  86. Pension Benefits in Fiscal 2023

    | 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% |

  87. Pension Benefits in Fiscal 2023

    The amounts reported for the NEOs in the table below equal the present value of the accumulated benefit in the 2002 SERP at August 31, 2023. The assumptions used to calculate the present value of the accumulated benefit are described in the footnotes to the table.

  88. Pension Benefits in Fiscal 2023

    | Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | Neil M. Ashe | 3 | 3,195,791 | — | | Karen J. Holcom | 4 | 691,113 | — | | Barry R. Goldman | 4 | 675,892 | — |

  89. Pension Benefits in Fiscal 2023

    (1)Mr. Ashe became an eligible participant when hired on January 8, 2020. Ms. Holcom and Mr. Goldman became eligible participants on September 1, 2019. (2)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, 2023. 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 5.1% compared with 4.4% in the prior year.

  90. Fiscal 2023 Non-Qualified Deferred Compensation

    Fiscal 2023 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 STI Program 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 STI Program 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. 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 2023. 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 2023 information related to our NEOs in our non-qualified deferred compensation plans.

  91. Fiscal 2023 Non-Qualified Deferred Compensation

    | 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 | — | — | 736 | — | 10,405 | | | 2005 SDSP | 93,050 | 50,673 | 84,593 | (86,911) | 1,215,496 | | Barry R. Goldman | 2001 SDSP | — | — | 888 | — | 12,576 | | | 2005 SDSP | 34,920 | 24,235 | 87,418 | (36,543) | 1,238,277 | | Dianne S. Mills | 2005 SDSP | 40,268 | 20,863 | 11,729 | (16,770) | 179,061 |

  92. Fiscal 2023 Non-Qualified Deferred Compensation

    (1)The amounts shown include salary deferrals and/or deferrals of amounts paid under the STI Program. The salary portion of the amounts reflected above is included in the amount reported as "Salary" in the Fiscal 2023 Summary Compensation Table as follows: Ms. Holcom, $53,750 and Ms. Mills, $21,458. The deferred STI Program award portion of the amounts shown above is included in the amount reported as "Non-Equity Incentive Plan Compensation" in the Fiscal 2023 Summary Compensation Table as follows: Ms. Holcom, $39,300, Mr. Goldman, $34,920, and Ms. Mills, $18,810. (2)The amounts shown are not included in the Summary Compensation Table for Fiscal 2023 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 2023, which balance may include deferred compensation from prior periods. (3)The amounts shown are not included in the Fiscal 2023 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, $614,712, Mr. Goldman, $278,841, and Ms. Mills, $179,383. 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.

  93. Potential Payments upon Termination

    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.

  94. Potential Payments Upon Termination Table

    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, 2023. Values for the accelerated vesting of stock option, RSA, RSU, and PSU grants are based on the closing price of our common stock of $161.28 on the NYSE on August 31, 2023. 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.

  95. Potential Payments Upon Termination Table

    | 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) | 7,196,400 | 3,398,800 | 3,398,800 | — | — | — | | Retirement Benefits | 2,918,490 | 1,971,287 | 1,971,287 | — | — | — | | Health and Welfare Benefits(2) | 81,633 | 54,422 | 54,422 | — | — | — | | Outplacement Counseling | — | 100,000 | 100,000 | — | — | — | | Additional Company Contributions(3) | 35,640 | 23,760 | 23,760 | — | — | — | | Long-Term Incentives(4) | 8,561,226 | — | — | — | 8,561,226 | — | | Total Lump Sum | 18,793,389 | 5,548,269 | 5,548,269 | — | 8,561,226 | — | | Estimated Better Net Impact(5) | — | NA | NA | NA | NA | NA | | Total Payment | 18,793,389 | 5,548,269 | 5,548,269 | — | 8,561,226 | — | | Karen J. Holcom | | | | | | | | Cash Severance(1) | 1,667,200 | 1,111,467 | — | — | — | — | | Retirement Benefits | — | — | — | — | — | — | | Health and Welfare Benefits(2) | 26,958 | 17,972 | — | — | — | — | | Outplacement Counseling | — | 54,167 | — | — | — | — | | Additional Company Contributions(3) | 26,660 | 17,773 | — | — | — | — | | Long-Term Incentives(4) | 2,958,198 | — | — | 688,934 | 2,958,198 | — | | Total Lump Sum | 4,679,015 | 1,201,378 | — | 688,934 | 2,958,198 | — | | Estimated Better Net Impact(5) | — | NA | NA | NA | NA | NA | | Total Payment | 4,679,015 | 1,201,378 | — | 688,934 | 2,958,198 | — | | Barry R. Goldman | | | | | | | | Cash Severance(1) | 1,514,500 | 1,009,667 | — | — | — | — | | Retirement Benefits | — | — | — | — | — | — | | Health and Welfare Benefits(2) | 40,516 | 27,011 | — | — | — | — | | Outplacement Counseling | — | 49,167 | — | — | — | — | | Additional Company Contributions(3) | 28,503 | 19,002 | — | — | — | — | | Long-Term Incentives(4) | 1,648,120 | — | — | 389,169 | 1,648,120 | — | | Total Lump Sum | 3,231,639 | 1,104,847 | — | 389,169 | 1,648,120 | — | | Estimated Better Net Impact(5) | — | NA | NA | NA | NA | NA | | Total Payment | 3,231,639 | 1,104,847 | — | 389,169 | 1,648,120 | — | | Dianne S. Mills | | | | | | | | Cash Severance(1) | 1,567,000 | 1,044,667 | — | — | — | — | | Retirement Benefits | — | — | — | — | — | — | | Health and Welfare Benefits(2) | 40,836 | 27,224 | — | — | — | — | | Outplacement Counseling | — | 49,167 | — | — | — | — | | Additional Company Contributions(3) | 17,820 | 11,880 | — | — | — | — | | Long-Term Incentives(4) | 1,890,524 | — | — | — | 1,890,524 | — | | Total Lump Sum | 3,516,180 | 1,132,938 | — | — | 1,890,524 | — | | Estimated Better Net Impact(5) | — | NA | NA | NA | NA | NA | | Total Payment | 3,516,180 | 1,132,938 | — | — | 1,890,524 | — |

  96. Potential Payments Upon Termination Table

    (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. (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, 2023, using our closing price of $161.28 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 only if such 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.

  97. CEO Pay Ratio

    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 2023 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.

  98. Fiscal 2023 CEO Pay Ratio

    Fiscal 2023 CEO Pay Ratio For fiscal 2023, the median of the total annual compensation of all of the Company’s associates, other than Mr. Ashe, was $11,835, which equals the total compensation of our median associate identified in fiscal 2021 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 2023 Summary Compensation Table was $9,213,817. Based on this information, the CEO Pay Ratio is estimated to be 779 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 alternative pay ratio calculations using the Company’s U.S. median associate identified in fiscal 2021. The U.S. median employee we identified for fiscal 2021 terminated employment during fiscal 2023. Therefore, as allowed by SEC rules, we identified an alternate U.S. median employee whose fiscal 2021 compensation was similar to our fiscal 2021 U.S. median associate. For fiscal 2023, the median of total annual compensation of all of the Company’s U.S. associates, other than Mr. Ashe, was $80,911, which equals the total compensation of our U.S. median associate. Mr. Ashe’s total annual compensation, as reported in the “Total Compensation” column of the fiscal 2023 Summary Compensation Table was $9,213,817. Based on this information, the CEO Pay Ratio for the median U.S. associate is estimated to be 114 to 1.

  99. Pay Versus Performance

    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 2023, 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.

  100. Pay Versus Performance

    | | | | | | 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) | | 2023 | $9,213,817 | $8,585,748 | $2,567,942 | $2,140,698 | $149.04 | $155.48 | $346.00 | 17.10% | | 2022 | $7,679,005 | $4,822,663 | $2,071,282 | $2,261,684 | $151.03 | $128.32 | $384.00 | 18.10% | | 2021 | $14,908,045 | $52,621,462 | $2,161,603 | $4,860,075 | $169.52 | $144.85 | $306.30 | 16.10% |

  101. Pay Versus Performance

    (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.

  102. Pay Versus Performance

    | 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 ($)(c) | Compensation Actually Paid to PEO ($) | | | 2023 | | 9,213,817 | | (6,091,382) | | 5,096,654 | | (711,755) | 1,078,414 | | 8,585,748 | | 2022 | | 7,679,005 | | (5,000,154) | | 1,477,973 | | (578,872) | 1,244,711 | | 4,822,663 | | 2021 | | 14,908,045 | | (11,212,565) | | 48,631,456 | | (1,055,471) | 1,349,997 | | 52,621,462 |

  103. Pay Versus Performance

    (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. (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 those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  104. Pay Versus Performance

    | 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 ($) | | 2023 | 3,169,434 | (895,482) | — | 2,822,702 | — | — | 5,096,654 | | 2022 | 6,959,607 | (6,392,606) | — | 910,972 | — | — | 1,477,973 | | 2021 | 27,291,422 | 20,360,204 | — | 979,830 | — | — | 48,631,456 |

  105. Pay Versus Performance

    (c)The pension benefit adjustments for each applicable year reflect the service cost for services rendered during the year. (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 Table for such listed year. The names of the non-PEO NEOs in each year are listed in the table below.

  106. Pay Versus Performance

    | Year | Non-PEO NEOs | | 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 |

  107. Pay Versus Performance

    (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.

  108. Pay Versus Performance

    | 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 ($)(c) | Average Compensation Actually Paid to NEOs ($) | | 2023 | 2,567,942 | (1,321,320) | 827,418 | (129,789) | 196,447 | 2,140,698 | | 2022 | 2,071,282 | (1,100,104) | 1,109,446 | (59,414) | 240,474 | 2,261,684 | | 2021 | 2,161,603 | (856,252) | 3,321,196 | (150,803) | 384,331 | 4,860,075 |

  109. Pay Versus Performance

    (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 those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  110. Pay Versus Performance

    | 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 ($) | | 2023 | 782,272 | (27,500) | — | 72,646 | — | — | 827,418 | | 2022 | 1,311,812 | (244,037) | — | 41,671 | — | — | 1,109,446 | | 2021 | 2,605,621 | 728,029 | — | (12,455) | — | — | 3,321,196 |

  111. Pay Versus Performance

    (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 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's 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 in the table and reinvesting all dividends until the last day of each reported fiscal year. (8)The dollar amounts reported are the Company's net income reflected in the Company’s audited financial statements. (9)In the Company's assessment ROIC is the financial performance measure that is the most important financial performance measure used by the company in fiscal 2023 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.

  112. Description of Relationships Between Compensation Actually Paid and Performance

    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 become exercisable after the Company's common stock reaches and maintains a stock price target of either $225 or $275 for ten consecutive trading days.

  113. AYI & Peer TSR vs. Compensation Actually Paid

    AYI & Peer TSR vs. Compensation Actually Paid

  114. AYI Net Income vs. Compensation Actually Paid

    AYI Net Income vs. Compensation Actually Paid

  115. AYI Adjusted ROIC vs. Compensation Actually Paid

    AYI Adjusted ROIC vs. Compensation Actually Paid