Ohio
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01-13375
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31-0888951
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(State or Other
Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification
No.)
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10000 Alliance Road, Cincinnati, Ohio
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45242
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(Address of Principal Executive Offices)
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(Zip Code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, no par value
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LYTS
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NASDAQ
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1.
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Fiscal Year 2023 Long Term Incentive Plan
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●
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Performance Cycle. The performance cycle begins on July 1, 2022 and ends on June 30, 2025.
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●
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Performance Criteria. The performance criteria for the PSUs are tied to Company performance. With respect to all named executive officers, Company performance is measured for purposes of the PSUs by comparing the Company’s cumulative Adjusted EBITDA for the year ended June 30, 2025 to a targeted cumulative Adjusted EBITDA for the 2025 fiscal year set by the Committee; and by comparing the Company’s return on net assets ("RONA") as of and for the year ended June 30, 2025 to a target RONA for the 2025 fiscal year set by the Committee. With respect to all named executive officers, the cumulative Adjusted EBITDA target accounts for 50% of their respective performance target and the remaining 50% is determined by achievement of a target measure of RONA.
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Award Payouts. Award payouts for the PSUs are based on the percentage of the performance target achieved. Generally, the percentage of the award earned at the end of the performance cycle based on the cumulative Adjusted EBITDA performance target shall be determined according to the following schedule; however, the actual LTIP award payout will be interpolated between the percentages set forth in the chart based on actual results:
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Performance Level - Cumulative Adjusted EBITDA
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Payout Level
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<75% of Performance Target
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0% of Award Target
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75% of Performance Target
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50% of Award Target
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100% of Performance Target
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100% of Award Target
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> 107% of Performance Target
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150% of Award Target
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Performance Level - RONA
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Payout Level
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<75% of Performance Target
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0% of Award Target
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75% of Performance Target
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50% of Award Target
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100% of Performance Target
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100% of Award Target
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> 107.4% of Performance Target
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150% of Award Target
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●
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Payment of Awards. PSU awards shall be made in stock and will be distributed on a specific date by which the Committee reasonably expects it will be able to determine whether and the extent to which the performance target applicable to such award was met. The Company will make the distribution of the PSUs awards to participants as soon as administratively practicable following the date of the award determination.
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2.
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Fiscal Year 2023 Short Term Incentive Plan
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Named Executive Officer
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Bonus Target as % of Base Salary
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James A. Clark, CEO
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80%
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James E. Galeese, EVP & CFO
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50%
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Thomas A. Caneris
EVP Human Resources & General Counsel
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50%
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Jeffrey Bastian, VP & Chief Accounting Officer
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40%
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Performance Achievement- Adjusted EBITDA
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Payout Level
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<74.4% of Performance Target
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0% of Award Target
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74.4% of Performance Target
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50% of Award Target
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100% of Performance Target
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100% of Award Target
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>108.4% of Performance Target
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150% of Award Target
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Performance Achievement- Net Sales
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Payout Level
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< 90% of Performance Target
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0% of Award Target
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90% of Performance Target
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50% of Award Target
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100% of Performance Target
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100% of Award Target
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>103.7% of Performance Target
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150% of Award Target
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LSI INDUSTRIES INC.
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BY:/s/ Thomas A. Caneris
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Thomas A. Caneris
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Executive Vice President, Human
Resources & General Counsel
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