Amy L. Hanson
About Amy L. Hanson
Amy L. Hanson (age 67) has served as an independent director of LSI Industries (LYTS) since January 2019. She is CEO of Amy Hanson Advisory Services (since April 2016), previously spent 30+ years at Macy’s Inc. as an Executive Vice President and corporate officer with leadership over finance, credit, customer services, procurement, real estate, store planning/design/construction, and served as Vice Chairman for Macy’s North . She is designated by the Board as an “audit committee financial expert” and is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Macy’s Inc. | Executive Vice President; Corporate Officer; Vice Chairman, Macy’s North | 30+ years (dates not individually specified) | Led finance, credit, customer services; procurement, real estate, store planning/design/construction |
External Roles
| Organization | Role | Tenure/Timing | Notes |
|---|---|---|---|
| Amy Hanson Advisory Services | Chief Executive Officer | Since April 2016 | Retail management strategic services consulting firm |
| Messer, Inc. | Director | Not disclosed | One of the Midwest’s largest construction companies |
| Strivve, Inc. (formerly Switch Inc.) | Director | Not disclosed | Seattle-based fintech startup |
| Credit First National Association (CFNA) | Director | Not disclosed | Bank subsidiary of Bridgestone Americas |
Board Governance
- Independence: The Board determined Ms. Hanson is independent under NASDAQ standards .
- Board and Committee roles:
- Audit Committee: Chair; designated Audit Committee Financial Expert; 4 meetings in FY2025 .
- Nominating & Corporate Governance Committee: Member; 5 meetings in FY2025 .
- Board meetings: 5 in FY2025; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
| Body | Role | FY2025 Meetings | Notes |
|---|---|---|---|
| Board of Directors | Director (Independent) | 5 | Independent directors hold executive sessions; independent Chair in place |
| Audit Committee | Chair | 4 | Financial expert designation; oversees auditor independence & pre-approvals |
| Nominating & Corporate Governance Committee | Member | 5 | Nominates directors; reviews governance and Board compensation |
Fixed Compensation
| Item (FY2025) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Hanson) | $80,000 | Actual cash paid per director comp table |
| Stock Awards (Hanson) | $75,000 | Annual equity retainer in Common Shares |
| Total (Hanson) | $155,000 | Sum of cash + equity |
| Director Compensation Program Terms | Amount/Detail |
|---|---|
| Standard non-employee director annual compensation | $135,000 total; $75,000 in Common Shares; remainder cash |
| Committee Chair annual retainers | Audit Chair $17,500; Compensation Chair $15,500; Nominating & Corporate Governance Chair $13,500 |
| Chairman of the Board annual retainer | $50,000 |
| FY2026 changes | Equity portion +$15,000; cash portion +$10,000 |
Performance Compensation
| Element | Detail |
|---|---|
| Performance-based compensation for non-employee directors | Not disclosed/none indicated; program comprised of cash retainers and Common Share awards; no option awards reported for directors in FY2025 |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Ms. Hanson; listed roles are with Messer, Strivve, and CFNA (bank subsidiary of Bridgestone) .
- Compensation Committee interlocks: Proxy states no interlocks among Compensation Committee members; Ms. Hanson is not on the Compensation Committee .
Expertise & Qualifications
- Audit/Financial expertise: Designated Audit Committee Financial Expert by the Board; meets SEC requirements .
- Strategic and operating experience: Deep finance, credit, customer service, procurement, real estate, store design/construction oversight from senior roles at Macy’s; led through M&A and organizational change .
- Governance: Chairs Audit Committee; member of Nominating & Corporate Governance Committee .
Equity Ownership
| Item | Value | As-of |
|---|---|---|
| Common Shares Beneficially Owned (Hanson) | 63,976 | Sept 9, 2025 |
| Percent of Outstanding | <1% | Sept 9, 2025 |
| Director Stock Ownership Guidelines | 5x annual cash retainer; all non-employee directors in compliance | FY2025; amended in 2025 |
| Hedging/Pledging | Prohibited for directors and executive officers; no pledges/hedging transactions implemented | FY2025 |
Governance Assessment
-
Strengths
- Independent director; Audit Committee Chair; designated financial expert — strong oversight signaling .
- Documented auditor independence oversight, pre-approval policy, and positive Audit Committee reporting; Audit met 4x in FY2025 .
- Robust shareholder alignment features: enhanced director ownership guidelines to 5x cash retainer with compliance; hedging/pledging prohibited .
- Attendance and engagement: all directors met at least 75% attendance; all attended 2024 annual meeting; independent executive sessions held .
- Pay-for-performance culture at company level supported by strong say-on-pay (98% approval in 2024) and clawback policy for incentive compensation, supporting overall governance quality .
- No related person transactions disclosed; annual review and approval protocol in place .
-
Watch items
- Multiple external board roles (Messer, Strivve, CFNA) — monitor time commitments; current proxy shows no attendance concerns (≥75% threshold met) .
- Continue monitoring independence and related-party oversight given CFNA’s affiliation with Bridgestone; proxy discloses no related-party transactions and Audit Committee review policy .
Overall signal: As independent Audit Chair and financial expert with strong attendance and ownership alignment, Hanson’s profile supports investor confidence in financial oversight and board effectiveness at LYTS .