UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.____)No. )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Orion Energy Systems, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

June 21, 20212022

Dear Fellow Shareholders:

ThankWe thank you for your investment in Orion Energy Systems, Inc. and for the confidence you have placed in our Board of Directors. We are excitedvery pleased to share with you some of our achievements and the significant progress that we have madeaccomplished in our fiscal 2021, which we believe represents not only an endorsement ofyear 2022. These positive results derive from the values, expertise, product quality,hard work and customer commitmentdedication of the entire Orion organization, butteam. We believe our success is also a confirmation of our customers’ satisfaction withstrategy, which is grounded in a commitment to the highest levels of product quality and efficiency, as well as customer service and satisfaction. Highlights from fiscal 2022 include:

Strong Revenue. Fiscal 2022 revenue rose 6.5% to $124.4 million, supported by growth in the company’s energy service company (ESCO) partner channel which rose $8 million, or 71%, over fiscal year 2021.

Diversification. We made progress diversifying our solutions and service. Somebusiness in fiscal 2022, growing revenue outside of our highlightslargest customer, a major national retailer, by almost 25%. Revenue of $5.8 million from fiscal 2021 include:maintenance services, including a significant contribution from our recent acquisition of Stay-Lite Lighting, contributed to our growth and diversification.

Positive Net Income. In fiscal 2021, we achieved our goal of generating positive net income with a net income of $26.1 million, $20.9 million of which was a non-cash tax benefit for the release of valuation allowances.

Strong Revenue. In fiscal 2021, our efforts to win new work were successful as we exceeded our goal of $100 million in revenues, achieving $116.8 million in fiscal 2021 despite the effects of the COVID-19 pandemic

Stock Appreciation. Our stock price increased by 94% from $3.70 per share on March 31, 2020 to $7.17 on April 1, 2021 and our market capitalization increased by 97% from approximately $112.0 million to approximately $220.5 million.

Gross Profit Percentage. Our gross profit percentage increased 120150 basis points to 27.3% in fiscal 2022 from 25.8% in fiscal 20212021. Gross profit benefitted from 24.6% in fiscal 2020,improved pricing, product mix and production cost efficiencies on higher sales, as we were able to improvesuccessfully managed our product margins and manage supply chain and rising input costs.

Net Income. In fiscal 2022, our net income improved to $6.1 million, or $0.19 per share, compared to fiscal 2021 net income, excluding a one-time non-cash tax benefit of $0.17 per share.

We are very proud of the accomplishmentsimproved financial results we were able to deliver to our shareholders in fiscal 20212022 and we cordially invite you to attend our 20212022 Annual Meeting of Shareholders whichthat will be held online at http://www.virtualshareholdermeeting.com/OESX2021OESX2022 on Thursday, August 5, 2021,4, 2022, at 1:00 p.m., Central Time. A replay of our Annual Meeting of Shareholders will also be available on our website during the month of August. We hope that you will be able to attend our annual meetingAnnual Meeting online to hear about excitingreview our progress on the horizon at Orion.and opportunities ahead.

Orion Energy Systems, Inc.

2210 Woodland Drive

Manitowoc, Wisconsin 54220

(800) 660-9340

NOTICE OF 20212022 ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of Orion Energy Systems, Inc.:

Our 20212022 Annual Meeting of Shareholders will be held on Thursday, August 5, 2021,4, 2022, at 1:00 p.m., Central Time, online at www.virtualshareholdermeeting.com/OESX2021.OESX2022. You will be able to listen to the annual meeting live, submit questions and vote online. A replay of the annual meeting will be available on our website during the month of August.

At the annual meeting, as we describe in the accompanying proxy statement, we will ask you to vote on the following matters:

1. the election of two nominees named in the attached proxy statement as Class II directors to serve for a term expiring at the 2024 annual meeting of shareholders and one nominee named in the attached proxy statement as a Class IIII director to serve for a term expiring at the 20232025 annual meeting of shareholders, and in each case, until their successors havehis or her successor has been duly elected and qualified;

2. an advisory vote to approve the compensation of our named executive officers as disclosed in the accompanying proxy statement;

3. the ratification of BDO USA, LLP to serve as our independent registered public accounting firm for our fiscal year 2022;2023; and

4. such other business as may properly come before the annual meeting, or any adjournment or postponement thereof.

You are entitled to vote at the annual meeting only if you were a shareholder of record at the close of business on June 9, 2021.8, 2022. A proxy statement and proxy card are enclosed.

In order to provide our shareholders a more convenient, cost-effective method of attending, and, in light of the continuing impact of the coronavirus (COVID-19) pandemic, to provide our shareholders with a means to attend the annual meeting in a manner that does not endanger the health and well-being of our shareholders, we have elected to hold our annual meeting via remote communication. You may attend the virtual annual meeting and vote your shares during the meeting by visiting our annual meeting website at www.virtualshareholdermeeting.com/OESX2021.OESX2022. You are entitled to participate in and submit questions in writing during the annual meeting if you were a shareholder as of the close of business on June 9, 2021.8, 2022. To be admitted to the annual meeting at www.virtualshareholdermeeting.com/OESX2021,OESX2022, you will need the 16-digit control number included on your notice, your proxy card or the instructions that accompanied your proxy materials. The annual meeting will begin promptly at 1:00 p.m., Central Time. Online check-in will begin at 12:45 p.m., Central Time. Please allow ample time for the online check-in procedures. If you have difficulty accessing the virtual annual meeting, please call the technical support number that will be posted on the virtual annual meeting log in page for assistance. We will have personnel available to assist you. If you hold shares through a bank, broker or other nominee, you will need to contact such bank, broker or other nominee for assistance with your 16-digit control number.

Whether or not you expect to attend the annual meeting, it is important that you promptly complete, sign, date and submit your proxy card via internet, telephone or mail in accordance with its instructions so that you may vote your shares. If you hold your shares in a brokerage account, you should be aware that, if you do not instruct your broker how to vote, your broker will not be permitted to vote your shares for the election of directors or on the advisory vote to approve the compensation of our named executive officers. Therefore, you must affirmatively take action to vote your shares at our annual meeting. If you do not, your shares will not be voted on these items.

Manitowoc, Wisconsin

June 21, 20212022

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on August 5, 2021.4, 2022. Our proxy statement for our 20212022 Annual Meeting of Shareholders and our 20212022 Annual Report to Shareholders are available at www.proxyvote.com.

Our Annual Report on Form 10-K is enclosed with this notice and proxy statement for shareholders who have elected to receive paper copies of our proxy materials.

PROXY STATEMENT

FOR THE 20212022 ANNUAL MEETING OF SHAREHOLDERS

To be Held August 5, 20214, 2022

We are providing these proxy materials to you because our board of directors is soliciting proxies for use at our 20212022 Annual Meeting of Shareholders to be held online on Thursday, August 5, 2021,4, 2022, at 1:00 p.m., Central Time, and at any adjournment or postponement thereof (which we refer to collectively as our “annual meeting”), for the purposes set forth in the attached Notice of 20212022 Annual Meeting of Shareholders and as described herein. We either (i) mailed you a notice of internet availability of our proxy materials on or before June 21, 20212022 notifying each shareholder entitled to vote at the annual meeting how to vote and how to electronically access a copy of this proxy statement and form or proxy or (ii) mailed you a printed copy of such proxy materials and a proxy card in paper format.

In order to provide our shareholders a more convenient, cost-effective method of attending, and in light of the ongoing impact of the coronavirus (COVID-19) pandemic, to provide our shareholders with a means to attend the annual meeting in a manner that does not endanger the health and well-being of our shareholders, we have elected to hold our annual meeting via remote communication. You may attend the virtual annual meeting and vote your shares during the meeting by visiting our annual meeting website at www.virtualshareholdermeeting.com/OESX2021.OESX2022. A replay will be available on our website during the month of August. You are entitled to participate in the annual meeting if you were a shareholder as of the close of business on June 9, 2021.8, 2022. To be admitted to the annual meeting at www.virtualshareholdermeeting.com/OESX2021,OESX2022, you will need the 16-digit control number included on your notice, your proxy card or the instructions that accompanied your proxy materials. The annual meeting will begin promptly at 1:00 p.m., Central Time. Online check-in will begin at 12:45 p.m., Central Time. Please allow ample time for the online check-in procedures. If you have difficulty accessing the virtual annual meeting, please call the technical support number that will be posted on the virtual annual meeting log in page for assistance. We will have personnel available to assist you. If you hold shares through a bank, broker or other nominee, you will need to contact such bank, broker or other nominee for assistance with your 16-digit control number.

This year’s shareholder question and answer session will include appropriate questions submitted in advance of, and appropriate questions submitted live during, the annual meeting. You may submit aan appropriate question in advance of the meeting at www.proxyvote.com after logging in with your 16-digit control number. QuestionsAppropriate questions may be submitted during the annual meeting through www.virtualshareholdermeeting.com/OESX2021.OESX2022. We expect to respond to appropriate questions during the annual meeting, and may also respond to appropriate questions on an individual basis or by posting answers on our investor relations website after the meeting.

Consistent with prior years, we are using the “notice and access” system adopted by the SEC relating to the delivery of our proxy materials over the internet. The SEC’s notice and access rules allow us to deliver our proxy materials to our shareholders by posting the materials on an internet website, notifying shareholders of the availability of our proxy materials on the internet and sending paper copies of our proxy materials upon shareholder request. We believe that the notice and access rules allow us to use internet technology that many shareholders prefer, continue to provide our shareholders with the information that they need and, at the same time, ensure more prompt delivery of our proxy materials. The notice and access rules also lower our cost of printing and delivering our proxy materials and minimize the environmental impact of printing paper copies.

As a result, we mailed to many of our shareholders a notice of internet availability of our proxy materials instead of a paper copy of our proxy materials. Shareholders who received the notice will have the ability to access our proxy materials over the internet and to request a paper copy of our proxy materials by mail, by e-mail or by telephone. Instructions on how to access our proxy materials over the internet or to request a paper copy

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proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. The notice of internet availability of our proxy materials also serves as a notice of meeting.

Execution of a proxy will not affect your right to attend and vote at the annual meeting virtually, nor will your presence revoke a previously submitted proxy. You may revoke a previously submitted proxy at any time before the annual meeting by giving written notice of your intention to revoke the proxy to our board secretary or by attending the annual meeting virtually and voting at the annual meeting online. Unless revoked, the shares represented by proxies received by our board of directors will be voted at the annual meeting in accordance with the instructions thereon. If no instructions are specified on a proxy, the votes represented thereby will be voted: (1) for the board’s three director nominees set forth below; (2) for the advisory vote to approve the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis section and the executive compensation tables set forth below in this proxy statement; (3) for the ratification of BDO USA, LLP to serve as our independent registered public accounting firm for our fiscal year 2022;2023; and (4) on such other matters that may properly come before the annual meeting in accordance with the best judgment of the persons named as proxies. Our board of directors has designated Michael W. Altschaefl and J. Per Brodin, and each or either of them, as proxies to vote the shares of our common stock solicited on its behalf.

IMPORTANT: If you hold your shares in a brokerage account, you should be aware that, if you do not instruct your broker how to vote, your broker will not be permitted to vote your shares for the election of directors or the advisory vote to approve the compensation of our named executive officers. Therefore, you must affirmatively take action to vote your shares at our annual meeting. If you do not, your shares will not be voted on these items.

The three nominees receiving the highest vote totals of the eligible shares of our common stock, no par value per share (“Common Stock”), will be elected as our directors.a director. With regard to the election of directors, votes may be cast in favor or withheld; votes that are withheld will be excluded entirely from the vote and will have no effect. The advisory vote to approve the compensation of our named executive officers and the appointment of BDO USA, LLP to serve as our independent registered public accounting firm for our fiscal year 20222023 will be approved if the votes cast in favor of approval exceed the votes cast against approval. Abstentions and broker non-votes will be counted for purposes of determining the presence of a quorum but will be disregarded in the calculation of votes cast.

Only holders of record of shares of our Common Stock as of the close of business on June 9, 20218, 2022 (the “Record Date”) are entitled to vote at the annual meeting. As of the Record Date, we had 30,998,20531,161,016 shares of Common Stock outstanding and entitled to vote. The record holder of each share of Common Stock outstanding on the Record Date is entitled to one vote per share on each matter submitted for shareholder consideration at the annual meeting. In order for us to validly transact business at the annual meeting, we must have a quorum present. A majority of the votes of the shares of Common Stock entitled to be cast, or shares representing at least 15,499,10315,580,509 votes, will represent a quorum for the purposes of the annual meeting.

WE INTEND TO BEGIN MAKING THIS PROXY STATEMENT AND THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS AVAILABLE TO SHAREHOLDERS ON OR ABOUT JUNE 21, 2021.2022.

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RETIRING DIRECTOR TRIBUTE

We would like to formally extend our gratitude to a member of our board of directors, Michael J. Potts, who is retiring at the annual meeting, for his many years of service and contributions to our company, our board and our shareholders. We extend to Mr. Potts our sincere appreciation for his valued service, guidance, advice and dedication to our company and wish him the best in his future endeavors. TO ALAN HOWE

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PROPOSAL ONE:

ELECTION OF DIRECTORS

We maintain a staggered board of directors comprised of five directors divided into three classes. Currently, there are no directorsis one director in Class I (2020-2023)(2021-2023) (Mr. Williamson), fourtwo directors in Class II (2018-2021)(2021-2024) (Ms. Richstone and Messrs. Altschaefl, Williamson and Potts)Mr. Altschaefl) and two directors in Class III (2019-2022)(2022-2025) (Messrs. Howe and Otten). Each director generally serves for a term ending on the date of the third annual shareholders’ meeting following the annual shareholders’ meeting at which such director’s class was most recently elected and until his or her successor is duly elected and qualified.

In connection with the election of directors at the annual meeting and our board’s continuing effort to become smaller and more streamlined and cost-effective, Mr. Potts, in consultation with the board of directors, voluntarily agreed to retire at the annual meeting and, therefore, will not stand for re-election at the annual meeting. In addition, we have, in consultation with Mr. Williamson, determined that Mr. Williamson will be nominated for re-election as a Class I director, which will result in Mr. Williamson serving a two-year term expiring at the 2023 annual meeting of shareholders.

At the annual meeting, the terms of our fourtwo current Class II (2018-2021)III (2022-2025) directors (Ms. Richstone(Messrs. Howe and Messrs. Altschaefl, Williamson and Potts)Otten) will expire. As discussed above, Mr. Potts will retireHowe has decided not to stand for reelection at the annual meeting due to his extensive board of director commitments at other companies. Mr. WilliamsonOtten will stand for re-election, and the board has determined to nominate Sally Washlow to also be elected as a Class IIII director and Ms. Richstone and Mr. Altschaefl will stand for re-election as Class II directors. Assuming each of our director nominees are elected, followingat the annual meeting the size of our board will be reduced from six to five directors.meeting.

The individuals named as proxy voters in the accompanying proxy, or their substitutes, will vote for the board’s nominees with respect to all proxies we receive unless instructions to the contrary are provided. If anyeither nominee becomes unavailable for any reason, the votes will be cast for a substitute nominee designated by our board. Our directors have no reason to believe that any of the nominees named below will be unable to serve if elected.

The following sets forth certain information, as of June 21, 2021,2022, about each of the board’s nominees for election at the annual meeting and each director of our company whose term will continue after our annual meeting.

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Nominees For Election at the Annual Meeting

Class III Director (2022-2025) — Terms Expiring 2025

RECOMMENDATION OF THE BOARD: THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ABOVE DIRECTOR NOMINEES.

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Directors Continuing in Office

Class I Director (2021-2023) — Term Expiring 2023

Class II Directors (2021-2024) — Terms Expiring 2024

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CORPORATE GOVERNANCE

Board of Directors — General

Our board of directors met 1314 times during fiscal 2021,2022, consisting of five mandatory meetings and eightnine optional meetings. All of our directors attended at least 75% of the aggregate of (a) the total number of mandatory meetings of the board held during the fiscal year while they were a director and (b) the total number of meetings held by all committees of the board on which they served during the fiscal year while they were serving on the committees.

Our board has determined that each of Ms. Richstone and Washlow and Messrs. Howe, Otten and Williamson is independent under the listing standards of the Nasdaq Capital Market. Our board generally uses the director independence standards set forth by the Nasdaq Capital Market as its subjective independence criteria for directors, and then makes an affirmative determination as to each director’s independence by taking into account other, objective criteria as applicable.

Standing Board Committees

Our board of directors has established the following standing committees: an audit and finance committee, a compensation committee and a nominating and corporate governance committee. Our board has adopted charters for each standing committee describing their respective responsibilities. The charters are available on our website at www.orionlighting.com.

Our audit and finance committee is currently comprised of Ms. Richstone and Messrs. Otten and Howe, with Ms. Richstone acting as chair. Following the annual meeting, we currently expect that our audit and finance committee is expected to be comprised of Ms. Richstone, Mr. Otten and Ms. Washlow, with Ms. Richstone continuing to act as chair. Each member of the audit and finance committee is an audit committee financial expert, as defined under the rules of the Securities and Exchange Commission (the “SEC”) implementing Section 407 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). The principal responsibilities and functions of our audit and finance committee are to (i) oversee the reliability of our financial reporting, the effectiveness of our internal control over financial reporting, and the independence of our internal and external auditors and audit functions and (ii) oversee the capital structure of our company and assist our board of directors in assuring that appropriate capital is available for operations and strategic initiatives. In carrying out its accounting and financial reporting oversight responsibilities and functions, our audit and finance committee, among other things, oversees and interacts with our independent auditors regarding the auditors’ engagement and/or dismissal, duties, compensation, qualifications and performance; reviews and discusses with our independent auditors the scope of audits and our accounting principles, policies and practices; reviews and discusses our audited annual financial statements with our independent auditors and management; and reviews and approves or ratifies (if appropriate) related party transactions. Our audit and finance committee also is directly responsible for the appointment, compensation, retention and oversight of our independent auditors. Our audit and finance committee met four times in fiscal 2021.2022. Each member of our audit and finance committee meets the requirements for independence under the current rules of the Nasdaq Capital Market and the SEC.

Our compensation committee is currently comprised of Ms. Richstone and Messrs. Otten and Williamson, with Mr. Williamson acting as chair. Following the annual meeting, we currently expect that our compensation committee membership (and chairmanship) to remain the same. The principal functions of our compensation committee include (i) administering our incentive compensation plans; (ii) establishing performance criteria for, and evaluating the performance of, our executive officers (including, in the absence of a lead director, our CEO); (iii) annually setting the salary and other compensation for our executive officers; (iv) overseeing the company’s response to the outcome of our shareholders’ advisory votes on our executive compensation; (v) annually reviewing the compensation paid to our non-employee directors; (vi) annually reviewing the compensation committee’s charter, our equity compensation plans and the compensation committee’s current practices, procedures and controls in order to develop, maintain and implement equity compensation compliance procedures; (vii) providing our board of directors with an annual report on our compliance with our procedures, policies, and guidelines for issuing equity awards; and (viii) reviewing and approving all disclosures in our SEC filings, including our annual

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proxy statement, concerning our equity compensation plans and executive and director compensation matters. In addition, members of our compensation committee are required to receive periodic training concerning our operative equity compensation plans and compensation procedures, as well as general best practices for executive compensation. Our compensation committee met foursix times in fiscal 2021.2022. Each member of our compensation committee

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Our board retains the authority to modify thisits board leadership structure to best address our company’s unique circumstances as and when appropriate.

Our Board’s Role in Risk Oversight

Our full board is responsible for the oversight of our enterprise risk management process. Our board is responsible for overseeing our management team’s identification of certain enterprise risks that could adversely affect our company and the steps management has taken or plans to take to monitor, control and report such risks, including risks relating to the impacts of the COVID-19 pandemic, customer concentration, component inventory supply, supply chain and inventory management, integration of acquired businesses, our sales and distribution model, the sufficiency of our liquidity and capital, customer concentration, retention of key employees, competitive pressures on the average sales price of our products, security of information systems and data, implementation of new information systems, cybersecurity risk, uncertain political and economic conditions, adapting to convergence and commoditization in the lighting industry, the introduction of new, low-cost competitors in the lighting industry, uncertain political and economic conditions, innovation and product development, creating shareholder value, component inventory supply, supply chain and inventory management, security of information systems and data, implementation of new information systems, cybersecurity risk, communication with investors including activist investors, industry and government regulations, the impact of changes in trade

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committee evaluates each incumbent director to determine whether he or she should be nominated to stand for re-election, based on the types of criteria outlined above, as well as the director’s contributions to the board during their current term. As part of its periodic self-assessment, our nominating and corporate governance committee assesses the effectiveness of its director selection policy described in this paragraph, including its provisions relating to the consideration of diversity.

Code of Conduct

We have adopted a Code of Conduct that applies to all of our directors, officers and employees, including our principal executive officer, our principal financial officer, our controller and persons performing similar functions. Our Code of Conduct is available on our web site at www.orionlighting.com. Any material amendments or waivers relating to the Code of Conduct will be disclosed on our web site within four business days following the date of such amendment or waiver.

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS

We are committed to achieving best practices in environmental, social and governance matters. We are in the beginning stages of creating meaningful metrics to monitor and demonstrate continuous improvement towards achieving this goal. We constantly strive to discover new and innovative ways to positively impact the environment, our employees, customers and stakeholders.

Environmental

For over 25 years, we have helped our customers achieve energy savings with healthy, safe and sustainable solutions that enable them to reduce their carbon footprint and digitize their business. Our LED lighting solutions generally result in a 50% or greater reduction in energy consumption for our customers. The result has been to reduce the need to create new power generation in North America.

At our own facilities, we incorporate energy-saving LED lighting and UVC air movement products to reduce our energy consumption and vastly improve the safety and comfort of our manufacturing and office workspaces. We also generate our own electricity from our onsite 50kW and 20kW wind power towerstower coupled with our solar array on our manufacturing facility rooftop. We also employ a 60 kW microturbine for point-source power generation, which reclaims waste heat to augment the hot water needed for our paint line, providing up to 50%10% of our required daytime power usage.

Social

We are committed to the social needs of our employees, our stakeholders, the communities in which we operate and our global society. Two of our core values are integrity and respect. We have the courage to do the right thing and we maintain a strict adherence to honesty, ethics and equality. We value our relationships with each other, customers, suppliers and business partners and act in the same way that we want to be treated.

We are committed to maintaining a respectful work environment for our employees, free from discrimination or harassment of any kind. Our clear-cut harassmentanti-harassment and discrimination policy and Code of Conduct form the foundation of our culture of respect and dignity. We are also committed to being an equal opportunity employer and are constantly establishing meaningful diversity metrics.

We engage in our communities by donating lighting products for renovation and new construction, including projects at treasured local institutions, such as zoos, museums and exposition centers, as well as public service entities, such as local fire departments.

As a GSA-certified contractor, we maintain a GSA schedule and are subject to Small Disadvantaged Business (SDB) goals within the government sector. Our goal for 2021 isWe strive to award 34% of total GSA contracts to SDB concerns, including woman-owned,women-owned, service-disabled veteran-owned, and veteran-owned small businesses. We are also responsible for flow-down clauses in the Federal Acquisition Regulations (FAR) for most contracts, focused on equal opportunity for disadvantaged businesses.

Governance and Board Diversity

Our Board strictly adheres to our Corporate Governance Guidelines and Code of Conduct, which are reviewed annually. Our directors represent a wide range of perspectives, experience and knowledge. Our goal

Board Diversity Matrix

The table below provides certain self-identified personal characteristics of our current directors in the format required by Nasdaq rules, and each of the categories listed in the table has the meaning as it is used within such rules. Based on the decision of Mr. Howe not to doublestand for reelection to our Board’s gender diversity ratio withinboard at the next year.annual meeting and our nomination of Ms. Washlow to serve on our board, following the annual meeting, it is anticipated that our board will consist of two female and three male directors.

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As of June 21, 2022

Total Number of Directors: 5

EXECUTIVE OFFICERS

The following table sets forth information as of June 21, 20212022 regarding our current executive officers:

The following biographies describe the business experience of our executive officers. (For a biography of Mr. Altschaefl, see “Proposal One: Election of Directors” above.)

J. Per Brodin has served as our executive vice president since October 2020 and our chief financial officer, chief accounting officer and treasurer since November 2020. Prior to his joining our company, Mr. Brodin served as a partner of Hardesty LLC, a national executive services firm, and provided Interim CFO services to Hardesty’s clients. As a partner of Hardesty, he served as the Interim Chief Financial Officer to KKR-owned Fleet Farm, a large general retailer with stores in the Midwest, from March 2020 to August 2020. Prior to joining Hardesty, he served as the Chief Financial Officer of Shopko Stores, a general retailer, from December 2017 until April 2019. Prior to Shopko, he served as the Chief Financial Officer of ATI Physical Therapy from September 2016 until 2017 and prior to ATI, he served as the Chief Financial Officer of Claire’s Stores, Inc., a former NYSE listed global specialty retailer, from February 2008 until August 2016. Mr. Brodin is a Certified Public Accountant.

Scott A. Green has served as our chief operating officer since May 25, 2017, and our executive vice president since August 2016.2016 and president of Orion Services Group since November 2021. From May 2017 to November 2021, he was our chief operating officer. Mr. Green also previously served as our division president: innovation, project engineering and construction management from July 2015 to August 2016, our division president: Orion Engineered Systems from February 2014 to July 2015 and our division president: Harris Lighting from July 2013 to February 2014. Prior to joining us in connection with our acquisition of Harris Manufacturing, Inc. and Harris LED, LLC in July 2013 (“Harris”), Mr. Green served as the executive vice president of Harris from January 2011 until July 2013 and as chief executive officer of Harris from June 1997 to January 2011. Mr. Green graduated from Central Michigan University with a bachelor of science in business.

Michael H. Jenkins has served as our chief operating officer and executive vice president since November 2021. Prior to joining our company, Mr. Jenkins served as Construction and Consumer Business Director, General Manager — Americas of Bostik, Inc., a global adhesives business focused on developing “smart” adhesive solutions, from 2013 until November 2021. Prior to joining Bostik, Mr. Jenkins served as Vice President Sales, Americas — Diversey, and previously, as Vice President Marketing, Americas, for Sealed Air Corporation, a publicly traded integrated cleaning solutions and packaging company, from 2010 to 2012. From 2001 to 2009, Mr. Jenkins served the Kohler Co., an industrial and consumer products corporation, in various capacities including as Acting President — Canac Division, Vice-President, Sales & Installation — Canac Division and as Director, Retail Sales.

Involvement in Certain Legal Proceedings

None of our officers or directors have, during the last ten years: (i) been convicted in or is currently subject to a pending criminal proceeding; (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking laws including, without limitation, in any way limiting involvement in any business activity, or finding

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any violation with respect to such law,law; nor (iii) has any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto or been subject to any of the items set forth under Item 401(f) of Regulation S-K, other than Mr. Brodin who was formerly the Chief Financial Officer at Shopko Stores from December 2017 until April 2019. In January 2019, while acting as its Chief Financial Officer, Shopko Stores filed for voluntary bankruptcy in the State of Nebraska.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This compensation discussion and analysis describes the material elements of compensation awarded to, earned by, or paid to each of our named executive officers, whom we refer to as our “NEOs,” during our fiscal 20212022 and describes our policies and decisions made with respect to the information contained in the following tables, related footnotes and narrative for our fiscal 2021.2022. Our NEOs are identified below in the table titled “Summary Compensation Table for Fiscal 2021.2022.” In this compensation discussion and analysis, we also describe various actions regarding NEO compensation taken before or after our fiscal 20212022 when we believe it enhances the understanding of our executive compensation program, including actions taken with respect to the material elements of compensation awarded to our NEOs for our fiscal 2022.2023.

Changes to Executive Compensation in Response to 2021 Say-on-Pay Vote

At our 2021 annual meeting of shareholders, our annual advisory vote on our executive compensation (“say-on-pay” vote) received support from only approximately 48.5% of the votes cast. Our board of directors and our compensation committee value the opinions of our shareholders. Since we are committed to ongoing engagement with our shareholders on executive compensation practices, we took swift action to address the concerns that led to this vote. After our 2021 annual meeting, our compensation committee held several meetings to consider specifically the say-on-pay voting results, to review best practices for executive compensation and how such best practices may enhance our executive compensation programs and to engage with key shareholders to obtain their views on our executive compensation proposal.

As a result, we engaged in extensive shareholder outreach:

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These changes are discussed in greater detail below.    

Overview of Our Executive Compensation Philosophy and Design

General

We believe that a skilled, experienced and dedicated senior management team is essential to the future performance of our company and to building shareholder value. We have sought to establish competitive compensation programs that enable us to attract and retain executive officers with these qualities. The other objectives of our compensation programs for our executive officers are the following:

In light of these objectives, we have sought to reward our NEOs for achieving our financial performance goals, creating value for our shareholders, and for their extraordinary effort and dedication to our company. Over the recent past, we have implemented executive incentive compensation plans that have focused on achieving increased revenue, net income and/or EBITDA (defined as our earnings before interest, tax, depreciation and amortization), along with long-term shareholder value enhancements.

Fiscal 2021

In late fiscal 2020, in consultation with the chair of our compensation committee, our chief executive officer recommended, and our compensation committee approved, the following attributes for our fiscal 2021 executive compensation program:

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Fiscal 2023

In late fiscal 2022, after consultation with the chair of our compensation committee, our chief executive officer recommended, and our compensation committee approved, the following key elements of our fiscal 2023 executive compensation program:

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Our compensation committee has reserved the right and discretion to make exceptions or additions to our executive compensation programs, including as any such exception or addition may apply to the determination of any and/or all of the relative base salaries, annual bonuses, long-term incentive compensation and/or total direct compensation of our executives, for outstanding contributions to the overall success of our company and the creation of shareholder value, as well as in cases where it may be necessary or advisable to attract and/or retain executives who our compensation committee believes are or will be key contributors to creating and sustaining shareholder value, as determined by our compensation committee based on the recommendations of our chief executive officer (in all cases, other than our chief executive officer’s own compensation). Our compensation committee also has the discretion to adjust the achievement of the financial metrics under our annual cash bonus programs for unusual and nonrecurring factors and events, such as acquisitions and other unusual events, costs and expenses.

Setting Executive Compensation

Our board of directors, our compensation committee and our chief executive officer each play a role in setting the compensation of our NEOs. Our board of directors appoints the members of our compensation committee and delegates to the compensation committee the direct responsibility for overseeing the design and administration of our executive compensation program. Currently, our compensation committee consists of

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Messrs. Williamson (Chair) and Otten and Ms. Richstone. Each member of our compensation committee is a “non-employee director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934 (the “Exchange Act”).

Our compensation committee has primary responsibility for, among other things, determining our compensation philosophy, evaluating the performance of our executive officers, setting the compensation and other benefits of our executive officers, overseeing our company’s response to the outcome of the advisory votes of shareholders on executive compensation, assessing the relative enterprise risk of our compensation program and administering our incentive compensation plans. In consultation with the chair of our compensation committee, our chief executive officer makes recommendations to our compensation committee regarding the compensation of other executive officers and attends meetings of our compensation committee at which our compensation committee considers the compensation of other executives. Our compensation committee considers these

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our compensation committee determined that our principal outside legal counsel was independent and that there were no conflicts of interest with respect to its work for the committee.

Elements of Executive Compensation

Our current executive compensation program for our NEOs consists of the following elements:

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The compensation committee approved a starting base salary for Mr. Jenkins of $365,000 when he joined our company as our Executive Vice President and Chief Operating Officer on November 11, 2021 based on arm’s length negotiations and internal pay equity considerations.

In late fiscal 2022, in consultation with the chair of our compensation committee, our chief executive officer recommended, and our compensation committee approved, increases to the fiscal 2023 base salaries of each of our NEOs, other than our chief executive officer. Based on the highly competitive labor market, increasing inflationary trends and executive compensation survey data, our chief executive officer recommended, and the compensation committee approved, an approximate 4% increase to the base salaries of each of our NEOs other than the chief executive officer, from $365,000 to $380,000 in fiscal 2023. Our compensation committee did not increase the base salary of our chief executive officer.

The fiscal 2023 base salaries for our NEOs compared to their fiscal 2023 base salaries are as follows:

Incentive Compensation — Fiscal 20212022

For fiscal 2021,2022, in consultation with the chair of our compensation committee, our chief executive officer proposed, and our compensation committee approved, an incentive compensation program for our NEOs that consisted of (i) annual incentive cash bonus opportunities and (ii) long-term equity-based incentive compensation, consisting of awards of three-year pro rata vesting restricted stock grants (representing 60% of the dollar value of the long-term equity-based incentive award) and cash awards payable in one-third increments upon the annual vesting of the tandem restricted stock awards (representing 40% of the dollar value of the long-term equity-based incentive award) in order to provide liquidity to our NEOs for their tax liabilities incurred upon the vesting of the restricted stock awards.three-year performance shares. These annual cash bonus opportunities and the long-term equity-based incentive compensation for fiscal 20212022 for our NEOs are discussed in detail below. We did not achieve the targeted level of EBITDA in fiscal 2022.

Annual Incentive Cash Bonus Opportunities for Fiscal 20212022

In early fiscal 2021, in light of changing market conditions and the uncertain impact of the COVID-19 pandemic, theOur compensation committee determined that despiteour fiscal 2022 annual bonus program should follow a modified “mini-cliff” approach to determining the general consensus that encourages the establishmentrelative level of objective financial performance criteria for thebonuses payable based on our relative level of achievement of annual cash incentive bonuses, given the then current uncertainty of being able to reasonably and objectively establish a baseline forecast or budget for our fiscal 2021 results2022 budgeted EBITDA goals. Our fiscal 2022 annual executive incentive cash bonus program provided that, if we achieved $10 million to $12.99 million of operations due toEBITDA in fiscal 2022, Messrs. Altschaefl, Brodin, Green and Jenkins would receive threshold annual bonus payments of 50%, 25%, 25% and 25%, respectively, of their fiscal 2022 base salary (the portion of base salary actually paid for his partial year of service, in the COVID-19 pandemic,case of Mr. Jenkins). If we achieved between $13 million and $15.99 million of EBITDA in fiscal 2022, then Messrs. Altschaefl, Brodin, Green and Jenkins would receive their target annual bonus payments of 100%, 50%, 50% and 50%, respectively, of their fiscal 2022 base salary (the portion of base salary actually paid for his partial year of service, in the case of Mr. Jenkins). Finally, if we achieved $16 million or more of EBITDA in fiscal 2022, then Messrs. Altschaefl, Brodin, Green and Jenkins would receive maximum annual bonus payments of $150%, 75% and 75%, respectively, of their fiscal 2022 base salary (the portion of base salary actually paid for his partial year of service, in the case of Mr. Jenkins).

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The compensation committee believed that the more prudent action at that time was to defer suchestablished a determination to the ultimate discretion of the compensation committee after taking into account all relevant factors after the conclusion of fiscal 2021. Subsequently in fiscal 2021, the compensation committee determined that the best way to recognize strong performance by the company and its executive officers throughout the pandemic and ensure sustained engagement and drive key business results was to provide an annual cashtarget bonus to our executive officers on a discretionary basis for fiscal 2021 and determined that the fiscal 2021 annual bonus plan metrics and criteria would be determined at the discretion of the compensation committee after the conclusion of fiscal 2021. Although the compensation committee determined not to establish bonus performance metrics for fiscal 2021, the compensation committee nonetheless established bonus targets for each of our executive officers pursuantNEOs as follows for fiscal 2022:

For fiscal 2022, our compensation committee also created up to the fiscal 2021a maximum $100,000 discretionary financial performance bonus plan equal to 50% of base salary compensation earned in fiscal 2021pool for our chief operating officer and chief financial officer and 100% of base salary compensation earned in fiscal 2021 forNEOs (other than our chief executive officer.

officer). The compensation committee also retained discretion to award additionalavailability of this discretionary financial performance bonus pool was contingent on our achieving at least $10 million in EBITDA in fiscal 2021 executive bonuses (other than to2022 and would be allocated among our NEOs (excluding our chief executive officer) based onat the discretion of our chief executive officer, from a bonus pool established in an aggregate amount of $100,000, to reward unique performance and to recognize specific individual achievement and contributions to the success of the company, all as determined by our chief executive officer.

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The restricted stock awards (with the dollar values converted into a specific number of shares based on the closing sale price of our Common Stock on the Nasdaq Capital Market on June 9, 2020,4, 2021 for Messrs. Altschaefl, Brodin and Green and on October 19, 2020with the dollar value of the restricted stock award for Mr. Brodin)Jenkins determined based on the closing sale price of our Common Stock on the Nasdaq Capital Market on November 11, 2021) resulted in a grant of the following number of restricted shares to our NEOs:

Incentive Compensation — Fiscal 20222023

For fiscal 2022,2023, in consultation with the chair of our compensation committee, our chief executive officer proposed, and our compensation committee approved, an incentive compensation program for our NEOs that consisted of (i) annual incentive cash bonus opportunities and (ii) long-term equity-based incentive compensation, consisting of awards of three-year pro rata vesting restricted stock grants. These annual cash bonus opportunities and the long-term incentive compensation for fiscal 20222023 for our NEOs are discussed in detail below.

Annual Incentive Cash Bonus Opportunities for Fiscal 20222023

Our compensation committee determined that ourauthorized a fiscal 20222023 annual executive cash bonus program should follow a modified mini-cliff approach to determining the relativefocused on our goal of achieving our budgeted level of bonuses payable based on the company’s relative level of achievement of its fiscal 2022 budgeted EBITDA goals.EBITDA. Our fiscal 20222023 annual executive cash bonus program provides that, if we achieve $10between threshold EBITDA of $6 million to $12.99 million of EBITDA in fiscal 2022,2023, Messrs. Altschaefl, Brodin, Green and GreenJenkins will receive threshold annual bonus payments of 50%, 25%, 25% and 25%, respectively, of their fiscal 20222023 base salary.salaries. If we achieve between $13target EBITDA of $8 million and $15.99 million of EBITDA in fiscal 2022,2023, then Messrs. Altschaefl, Brodin, Green and GreenJenkins will receive their target annual bonus payments of 100%90%, 50%45%, 45% and 50%45%, respectively, of their fiscal 20222023 base salary.salaries. Finally, if we achieve $16maximum EBITDA of $10 million or more of EBITDA in fiscal 2022,2023, then Messrs. Altschaefl, Brodin, Green and GreenJenkins will receive maximum annual bonus payments of $150%150%, 75%, 75% and 75%, respectively, of their fiscal 20222023 base salary.salaries. Bonuses will be interpolated for EBITDA between the threshold and maximum amounts.

TheOur compensation committee establishedalso authorized a targetspecial bonus for eachfiscal 2023 based on our achievement of predetermined revenue levels. If our NEOs as follows for fiscal 2022:2023 revenue is between $145 million and $150 million, Mr. Altschaefl will receive a bonus of $75,000 and Messrs. Brodin, Green and Jenkins will receive bonuses of $35,000 each. If our fiscal 2023 revenue is equal or greater than $150 million, then, rather than the bonuses in the preceding sentence, Mr. Altschaefl will receive a bonus of $100,000 and Messrs. Brodin, Green and Jenkins will receive bonuses of $50,000 each. If our fiscal 2023 revenue is $145 million or less, no special bonuses will be paid.

For fiscal 2022,2023, our compensation committee also created a $100,000 discretionary financial performance bonus pool for our NEOs. The availability of this discretionary financial performance bonus pool isNEOs contingent on our achieving at least $10 million in EBITDA in fiscal 20222022. Additionally, if we achieve in excess of $150 million in revenue in fiscal 2023, then an additional $100,000 discretionary bonus pool will be made available to our NEOs. If and is to the extent these goals are achieved, the resultant bonus pool will be allocated among our NEOs (excluding our chief executive officer) at the discretion of our chief executive officer.

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The financial goals described above are not a prediction of how we will perform during fiscal year 2022. The purpose of the goals is to provide appropriate financial metrics to determine amounts of compensation under our incentive compensation program. The goals are not intended to serve, and should not be relied upon, as guidance or any other indication of our expected future performance.

Our compensation committee has the discretion to adjust the achievement of the financial goals under the fiscal 20222023 cash bonus program for unusual and nonrecurring factors and events, such as acquisitions and other unusual events, costs and expenses.

Long-Term Equity-Based Incentive Compensation for Fiscal 20222023

Our chief executive officer recommended, andAs described above, we added performance conditions to a portion of our compensation committee approved, that the executives’ fiscal 2022 annual long-term incentive grants remain the same on a percentage-of-salary basis asfor fiscal 2021, to be awarded2023 for our NEOs.

We granted long-term equity incentive awards for fiscal 2023 for our NEOs 25% in the form of shares ofperformance-vesting restricted stock (orand 75% in the form of time-vesting restricted stock or a combination of restricted stock and restricted cash) that vest on a pro-rata basis over a three-year employment period after their effective grant date. As a result, each named executive officer was granted fiscal 2022 annualcash. The performance-vesting restricted stock grants valued at 85% of each executive’swill vest to the extent we achieve revenue growth targets over fiscal 2022 base salary compensation, or $425,000, $310,250 and $310,250 for each of Messrs. Altschaefl, Brodin and Green, respectively.2023-2025. Our compensation committee allowed each of our NEOs to choosethe alternative of accepting the time-vesting portion of their awardfiscal 2023 long-term equity-based incentive grants either (a) 100% in the form of 100%three-year pro rata vesting restricted stock or in the form of(b) a combined grant, with 60% of the dollar value of eachthe award in the form of three-year pro rata vesting restricted stock and 40% of the dollar value of the award in the form of restricted cash payable in one-third increments upon the annual vesting of the tandem restricted stock awards. TwoThree of our NEOs choosechose to accept the time-vesting portion of their fiscal 20222023 annual long-term incentive awards in 100% three-year pro rata vesting restricted stock. One of our NEOs chose the combined grant of 60% three-year pro rata vesting restricted stock and 40% restricted cash payable in one-third increments upon the annual vesting of the tandem restricted stock awards.

Our compensation committee continuedTo reflect more of an emphasis on rewarding enhanced financial performance over a longer-term period, we also increased the relative percentages of base salary represented by the target grant date value of our fiscal 2023 long-term equity incentive awards for each of our NEOs who received grants in fiscal 2022 toby approximately 12% for Mr. Altschaefl and 16% for Messrs. Brodin and Green. We set Mr. Jenkins’s target long-term at the same level as Messrs. Brodin and Green. As a result, the relative percentages of base salary represented by the target grant date value of our NEOsfiscal 2023 long-term equity incentive awards for Messrs. Altschaefl, Brodin, Green and Jenkins were 95% of three-year pro rata vestingtheir respective base salaries.

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The target grant date fair values and number of shares (or dollar amounts for time-vesting restricted stock because it continuedcash) for our long-term equity incentive awards to believe that granting restricted stock rewards our NEOs for increasing shareholder value and also helps to motivate and retain our NEOs while aligning their economic interests with our shareholders through long-term equity ownership.

The restricted stock awardsfiscal year 2023 (with the dollar values converted into a specific number of shares based on the closing sale price of our Common Stock on the Nasdaq Capital Market on June 4, 2021) resulted in a grant of the following number of shares to our NEOs:10, 2022) were as follows:

Retirement and Other Benefits

Welfare and Retirement Benefits. As part of a competitive compensation package, we sponsor a welfare benefit plan that offers health, life and disability insurance coverage to participating employees. We also sponsor an employee stock purchase plan under which our employees may purchase shares of our Common Stock. In addition, to help our employees prepare for retirement, we sponsor the Orion Energy Systems, Inc. 401(k) Plan and match employee contributions at a rate of 25% of the first $5,000 of an employee’s contributions (i.e., capped at $1,250). Our NEOs participate in the broad-based welfare plans, our employee stock purchase plan and the 401(k) Plan on the same basis as our other employees, except that they are not eligible for the loan program under the employee stock purchase plan. We also provide enhanced life and disability insurance benefits for our NEOs. Under our enhanced life insurance benefit, we pay the full cost of premiums for life insurance policies for

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those certain enhanced severance benefits our NEOs would receive upon termination. The most significant changes were to provide that (i) that our NEOs’ employment agreements will remain in place at all times while employed with Orion (rather than providing for a specific term with automatic renewals), (ii) upon a qualifying termination not in connection withfollowing both a change in control we would accelerate the vestingand a termination of a portion of their unvested equity awards, and (iii) Mr. Green will receive a pro-rata cash bonusAltschaefl’s employment by us without “cause” or by Mr. Altschaefl for “good reason” (as those terms are defined in his year of termination as part of his severance benefit (which was previously only availableemployment agreement). As compensation to Mr. Altschaefl) upon a qualifying employment termination.Altschaefl for agreeing to the amendment, we granted Mr. Brodin’s employment agreement is consistent with the company’s amended and restated employment agreement with Mr. GreenAltschaefl 50,000 shares of fully-vested stock.    

General

We provide certain protections to our NEOs in the event of certain terminations of their employment, including enhanced protections for certain terminations that may occur after a change of control of our company. However, our NEOs (other than Mr. Altschaefl) will only receive the enhanced severance benefits following a change in control if their employment terminates without cause or for good reason. We describe this type of severance arrangement as being subject to a “double trigger.”

Mr. Altschaefl’s Amended and Restated Executive Employment and Severance Agreement contains protections that would provide Mr. Altschaefl with certain enhanced severance benefits in the event that (i) a change of control of our company occurs prior to the end of Mr. Altschaefl’s employment period or (ii) prior to the occurrence of a change of control of our company, but following our entry into a legally binding written agreement, arrangement or understanding that would result in a change of control, Mr. Altschaefl’s employment is terminated by us without cause or Mr. Altschaefl terminates his employment with us for good reason. We describe this type of change of control arrangement as being subject to a “single trigger.” Our compensation committee determined that it was in the best interest of our company to provide Mr. Altschaefl with a single trigger change of control provision in his employment agreement in consideration of Mr. Altschaefl’s goals and objectives and his personal and professional sacrifices undertaken to assume the role of our chief executive officer following our management transition in early fiscal 2018 and Mr. Altschaefl’s willingness to receive significantly less in total annual compensation than our prior chief executive officer and the chief executive officers of our “peer companies” (as identified by ISS in fiscal 2018).

All payments, including any severance payments, to be made to our NEOs in connection with a change of control under their employment agreements and any other of our agreements or plans will be subject to a potential “cut-back” in the event any such severance payments or other benefits become subject to non-deductibility or excise taxes as “excess parachute payments” under Code Section 280G or 4999. The cut-back provisions have been structured such that all amounts payable under their employment agreements and other of our agreements or plans that constitute change of control payments will be cut back to one dollar less than three times the executive’s “base amount,” as defined by Code Section 280G, unless the executive would retain a greater amount by receiving the full amount of the payment and paying the related excise taxes (a so-called “valley provision”).

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forfeited may be added back to the delegated share authority grant amount. Under this delegation of authority, any restricted stock awards granted by our chief executive officer must have an effective grant date on the first business day of the month following the event giving rise to the award.

Our equity incentive plans do not permit awards of stock options or stock appreciation rights with an effective grant date prior to the date our compensation committee or our chief executive officer takes action to approve the award.

Executive Officer Stock Ownership Guidelines. One of the key objectives of our executive compensation program is alignment of the interests of our executive officers with the interests of our shareholders. We believe that ensuring that our executive officers are also significant shareholders and have a significant financial interest in our company is an effective means to accomplish this objective.

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Compensation Committee Interlocks and Insider Participation

During fiscal 2021,2022, no member of our compensation committee had a relationship with us that required disclosure under Item 404 of Regulation S-K. During fiscal 2021,2022, none of our executive officers served as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who served as members of our board of directors or our compensation committee. None of the members of our compensation committee is an officer or employee of our company, nor have they ever been an officer or employee of our company.

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Summary Compensation Table for Fiscal 20212022

The following table sets forth for our NEOs the following information for each of the past three fiscal years or for such shorter period as the NEO has been a NEO: (i) the dollar amount of base salary earned; (ii) the dollar value of bonuses and non-equity incentive plan compensation earned; (iii) the grant date fair value, determined under Accounting Standards Codification Topic 718 (“ASC Topic 718”), for all equity-based awards held by our NEOs; (iv) all other compensation and (v) the dollar value of total compensation.

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Grants of Plan-Based Awards for Fiscal 20212022

As described above in the Compensation Discussion and Analysis, under our 2004 Stock and Incentive Awards Plan, 2016 Plan and employment agreements with certain of our NEOs, we granted restricted stock and non-equity incentive awards (i.e., cash bonuses) to our NEOs in fiscal 2021.2022. The following table sets forth information regarding all such awards.

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Outstanding Equity Awards at Fiscal 20212022 Year End

The following table sets out information about the outstanding equity awards held by our NEOs as of March 31, 2021.2022.

Option Exercises and Stock Vested for Fiscal 20212022

The following table sets forth information about the exercise of options and vesting of their restricted stock awards of our NEOs in fiscal 2021. Our NEOs did not exercise any options in fiscal 2021.2022.

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The severance multiples and restrictive covenants under the employment agreements, prior to any change of control occurring, are as follows:

We originally set the severance multiples and restrictive covenants under the employment agreements based on advice from Towers Watson that such multiples were consistent with general public company practice and our subjective belief at the time that these amounts and terms were necessary to provide our NEOs with compensation arrangements that will help us to retain and attract high-quality executives in a competitive job market. The severance multiples vary among our individual NEOs based on the advice of Towers Watson that such multiples and terms were consistent with general public company practice and our subjective judgment. We did not ascertain the basis or support for Towers Watson’s advice that such multiples and other terms are consistent with general public company practice.

Change of Control Severance Benefits (Messrs. Brodin and Green)

The employment agreementsseverance provisions for Messrs. Brodin and Green also provide enhanced benefitsa termination without cause or for good reason following a change of control, as defined below, (and, in the case of our company. FollowingMr. Altschaefl, a termination without cause or for good reason prior to the occurrence of a change of control, the executive is guaranteed the same base salary andbut following our entry into a bonus opportunity at least equal to 100% of the prior year’s target award and with the same general probability of achieving performance goals as waslegally binding written agreement, arrangement or understanding that would result in effect prior to thea change of control. In addition, the executive is guaranteed participation in salaried and executive benefit plans that provide benefits, in the aggregate, at least as great as the benefits being provided prior to the change of control.

The severance provisionscontrol) generally remain the same as in the pre-change of control context as described above, except that the multiplier used to determine the severance amount and the post change of control employment term increases, as is shown in the table below. The employment agreements do not provide for an exercise tax gross up in the event such taxes would become due on the change in control benefits. Rather, each employment agreement provides that, if excise taxes would otherwise be imposed in connection with payments received upon a change in control, then the amount of such payments will either be cut back to a level below the level that would trigger the imposition of the excise taxes, or be paid in full and subject to the excise taxes, whichever results in the better after-tax result to the NEO.

We set the post change of control severance multiples under the NEOs’ employment agreements based on our belief that these amounts and terms would provide appropriate levels of protection for the NEOs to enable them to focus their efforts on behalf of our company without undue concern for their employment or financial security following a change in control. In making this original determination, our compensation committee considered information provided by Towers Watson indicating that the proposed change of control severance multiples were generally consistent with the practices of Towers Watson’s surveyed companies.

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Change of Control Benefits (Altschaefl)

The employment agreementagreements for Mr. Altschaefl provides enhanced benefits upon,Messrs. Brodin, Green and in some circumstances prior to, a change of control of our company. Upon a change of control or, if Mr. Altschaefl’s employment is terminated without “cause” or for “good reason” prior to the occurrence of a change of control, butJenkins also provide that, following our entry into a legally binding written agreement, arrangement or understanding that would result in a change of control, then Mr. Altschaefl will be entitled to a lump sum change of control benefit equal to a multiple (indicated in the table below) of the sum of his base salary plus the average of his prior three years’ bonuses. Once Mr. Altschaefl is entitled to receive the change in control benefit, he will not be entitled to receive the lump sum severance benefit (calculated as two times the sum of his base salary plus the average of his prior three years’ bonuses) upon his termination without “cause” or for “good reason” following a change of control, as is shown in the table below. Like the other NEOs, Mr. Altschaefl’s employment agreement does not provide for an exercise tax gross up in the event such taxes would become due on the change in control benefits, but rather provides that, if excise taxes would otherwise be imposed in connection with payments received upon a change in control, then the amount of such payments will either be cut back to a level below the level that would trigger the imposition of the excise taxes, or be paid in full and subject to the excise taxes, whichever results in the better after-tax result to Mr. Altschaefl.

We set the change of control, benefits under Mr. Altschaefl’s employment agreement based on our belief that this amount would provide an appropriate levelthe executive is guaranteed the same base salary and a bonus opportunity at least equal to 100% of protection for Mr. Altschaeflthe prior year’s target award and with the same general probability of achieving performance goals as was in effect prior to enable him to focus his efforts on behalfthe change of our company without undue concern for his employment or financial security following a change in control. In making this original determination, our compensation committee considered Mr. Altschaefl’s goalsaddition, the executive is guaranteed participation in salaried and objectives, his personal and professional sacrifices undertakenexecutive benefit plans that provide benefits, in the aggregate, at least as great as the benefits being provided prior to assume the rolechange of our chief executive officer and Mr. Altschaefl’s willingness to receive significantly less in total annual compensation than our prior chief executive officer and the chief executive officers of our “peer companies” (as identified by ISS).control.

Definition of Change in Control for all NEOs

A change of control under the employment agreements generally occurs when a third party acquires 20% or more of our outstanding stock (except in the case of Mr. Altschaefl’s change in control severance benefit, where this threshold is increased to 50% for purposes of determining whether payment of his change of control benefit has been triggered)), there is a hostile board election, a merger occurs in which our shareholders cease to own 50% of the equity of the successor, we are liquidated or dissolved or substantially all of our assets are sold. We have agreed to treat these events as triggering events under the employment agreements because such events would represent significant changes in the ownership of our company and could signal potential uncertainty regarding the job or financial security of the NEOs. Specifically, we believe that an acquisition by a third party of 20% or more of our outstanding stock (or, in the case of Mr. Altschaefl, 50% or more for purposes of determining whether payment of his change of control benefit has been triggered) would constitute a significant change in ownership of our company because we have a relatively diverse, widely-dispersed shareholder base. We believe the types of protections provided under our employment agreements better enable our executives to focus their efforts on behalf of our company during such times of uncertainty.

Equity Plans

Our equity plans provide for certain benefits in the event of certain changes of control. Under our existing equity plans, if there is a change of control, our compensation committee may, among other things, accelerate the vesting of restricted stock and restricted cash and exercisability of all outstanding stock options and/or require that all outstanding options be cashed out. In addition, our restricted stock award agreements approved by our compensation committee under the 2004 Stock and Incentive Awards Plan and 2016 Plan provide for the auto-

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Payments Upon Termination

The following table summarizes the estimated value of payments and other benefits to which our continuing NEOs would have been entitled under the employment agreements, as amended and restated, and equity plans described above upon certain terminations of employment, assuming, solely for purposes of such calculations, that (i) the triggering event or events occurred on March 31, 2021,2022, and that the employment agreements had been amended and restated as of such date, and (ii) in the case of a change of control, the vesting of all stock options, restricted stock and restricted cash held by our NEOs was accelerated.