Form 4: Acuity Director Marcia Avedon Receives DSU Grant

Acuity Inc. director Marcia J. Avedon was granted 546 Deferred Restricted Stock Units as part of her annual director fees.

Summary

• Director Marcia J. Avedon of Acuity Inc. (AYI) received a grant of 546 Deferred Restricted Stock Units (DSUs).
• The DSUs were issued on January 21, 2026, as a result of her election to receive a portion of annual director fees in this form.
• The grant was made pursuant to the Issuer's Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan.
• The number of DSUs was calculated based on an average stock price of $320.59, derived from the high and low sales prices of Acuity Inc. common stock on the five trading dates immediately preceding the grant date.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. This is a routine compensation filing, which is generally expected. The use of equity compensation aligns director interests with shareholders, which is a positive governance practice.

Positives

• The grant of Deferred Restricted Stock Units aligns the director's interests with those of shareholders, as the value of her compensation is tied to the company's stock performance.
• Utilizing an existing, approved stock incentive compensation plan demonstrates a structured and transparent approach to director remuneration.

Future Outlook

The granted Deferred Restricted Stock Units are scheduled to vest in full on January 21, 2027, or earlier upon the date of the next subsequent annual meeting of stockholders. Once vested, the DSUs will be payable upon the reporting person's retirement, either as a lump sum or in five annual installments.

Industry Context

This DSU grant is a standard practice for director compensation in many publicly traded companies, aiming to align the interests of board members with long-term shareholder value. It reflects a common trend of using equity-based compensation to incentivize directors and promote long-term commitment.

Comparison to Industry Standards

• The use of Deferred Restricted Stock Units (DSUs) for director compensation is a widely adopted practice among S&P 500 companies, including peers in the industrial and lighting sectors like Hubbell Inc. (HUBB) and Eaton Corporation plc (ETN), which also utilize equity awards to compensate non-employee directors.
• The vesting schedule, typically one year or upon the next annual meeting, is consistent with industry norms for annual director equity grants, ensuring continued service and alignment.
• The payment upon retirement mechanism is also a common feature in director compensation plans, encouraging long-term commitment and deferring income.

Corporate Governance

Related Party Transactions

• The grant of 546 Deferred Restricted Stock Units to Marcia J. Avedon, a director of Acuity Inc., constitutes a related party transaction as it involves compensation provided by the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: The equity grant aligns the director's financial interests with long-term shareholder value, potentially encouraging decisions that benefit stock performance.

Next Steps

• The 546 DSUs will vest on January 21, 2027, or earlier upon the next subsequent annual meeting of stockholders.
• Upon retirement, the vested DSUs will be payable to Marcia J. Avedon in either a lump sum or five annual installments.

Key Dates

Keywords

Acuity Inc., AYI, Form 4, SEC Filing, Deferred Restricted Stock Units, DSU, Director Compensation, Stock Incentive Plan, Marcia J. Avedon, Equity Grant