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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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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Name
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Fiscal 2016
Cash Bonus
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Fiscal 2017 Base Salary
(effective 9/1/16)
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Dennis W. Wells
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$516,395
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$560,000
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President and Chief Executive Officer
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Ronald S. Stowell
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$97,850
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$400,608
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Vice President, Chief Financial Officer &
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Treasurer
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Shawn M. Toney
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$82,476
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$337,665
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President, and President of
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LSI Lighting Segment
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Jeff A. Croskey
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$47,004
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$288,660
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President, LSI Graphics Segment
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and President, Grady McCauley Inc.
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Andrew J. Foerster
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$71,506
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$295,622
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Executive Vice President and
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Chief Technology Officer
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(a)
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Financial statements of business acquired. Not applicable.
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(b)
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Pro forma financial information. Not applicable.
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(c)
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Shell company transactions. Not applicable
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(d)
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Exhibits
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Exhibit No.
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Description
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10.1
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LSI Industries Inc. Short Term Incentive Plan for Named Executive Officers - - FY2017 (Revised August 17, 2016)
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LSI INDUSTRIES INC.
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BY:/s/ Ronald S. Stowell
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Ronald S. Stowell
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Vice President, Chief Financial Officer and Treasurer
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(Principal Financial and Accounting Officer)
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August 22, 2016
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1.
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Bonus Potential determines the percentage payout to named executive officers based on the attainment of the FY 2017 Business Plan goals and as approved by the Compensation Committee in the table below.
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75% Plan
Achievement
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100% Plan Achievement
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130% Plan Achievement
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Chief Executive Officer
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25%
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90%
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190%
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All Other NEOs
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14%
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30%
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60%
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2.
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Performance Mix determines the percentage assigned to the performance of the total company vs. the employees Business Unit.
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3.
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Metrics determine the percentage assigned to Net Sales vs. Operating Income. In FY 2016 the STIP was based upon attainment of the Net Sales goals (30% weighting) and Operating Income goals (70% weighting). These metrics remain the same for FY 2017.
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Metrics%
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FY 2016
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FY 2017
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Sales
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30%
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30%
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Operating Inc.
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70%
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70%
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Total
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100%
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100%
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Example Calculation: Named Executive Officer
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Bonus
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Performance
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Sales / OI
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Incentive
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Plan
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Actual
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% of Plan
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Potential
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Mix
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Metric
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Payout
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Corporate
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Sales
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$500,000
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$520,000
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104.0%
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34.0%
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100.0%
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30.0%
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10.20%
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Operating Income
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$50,000
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$51,000
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102.0%
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32.0%
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100.0%
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70.0%
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22.40%
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Total Payout Percentage
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32.60%
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Annual Base Salary
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$100,000
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Bonus Payment
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$32,600
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A.
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This STIP covers only the Chief Executive Officer and Named Executive Officers (together referred to as "Named Executive Officers") as identified by the Compensation Committee.
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B.
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This STIP will take into account LSI total results. The intent of having corporate performance as a determinant of the incentive payment is to provide motivation for Named Executive Officers to work for the good of the whole corporation, not only for the good of a Business Unit.
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C.
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The Compensation Committee may make modifications of the calculated bonus award to decrease or increase a Named Executive Officer's bonus for special objectives or subjective circumstances.
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D.
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Determination of achievement of LSI's Sales and Operating Income will be calculated based upon actual reported fiscal 2017 results and may be adjusted for certain unusual or non-recurring items as approved by the Compensation Committee. There will be a straight line interpolation of actual achievement as compared to the fiscal 2017 business goals when determining the actual incentive payment percentage.
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E.
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Incentive pay recipients must be employed at LSI on the day when incentive checks are issued for the fiscal year just recently ended. Named Executive Officers who terminate employment on or before the August bonus payment date are not eligible for a bonus.
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F.
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Any type of lengthy leave of absence could result in a pro-rata reduction of the calculated award. Leaves of absence include time away from work for reasons of short term disability, FMLA leave, military leave, or other leave of absence.
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G.
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Named Executive Officers who retire during the fiscal year at normal retirement age or under an LSI approved plan of retirement will be considered for a pro-rated payment based upon the actual amount of base salary received in the fiscal year.
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H.
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If a Named Executive Officer becomes disabled (as defined by Social Security) or dies during a fiscal year, his beneficiary will be considered for a pro-rata payment based upon the actual amount of base salary received in the fiscal year.
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I.
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Incentive payments are subject to assignment laws and other laws that require payment of the bonus to someone other than the Named Executive Officer (IRS tax levies, child support arrearages, etc.). LSI will comply with all applicable assignment laws.
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J.
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Except as may be otherwise determined by the Compensation Committee, the Sales and Operating Income metrics in this STIP shall exclude the positive and negative effects of extraordinary developments, such as acquisitions, as disclosed in LSI's Form 10-K.
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K.
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LSI reserves the right to amend, reduce, modify, interpret or discontinue all or part of this STIP with or without reason as the Compensation Committee deems advisable in its sole and absolute discretion.
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L.
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This STIP does not create or imply the existence of a contract of employment.
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M.
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The Named Executive Officer's base salary rate as of January 1, 2017 shall be used to calculate the bonus amount.
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