Chantel E. Lenard
About Chantel E. Lenard
Independent director (age 56) serving on the LYTS board since June 2020; Lecturer of Marketing in the MBA program at the University of Michigan Ross School of Business; retired Ford Motor Company executive with 25 years spanning marketing, strategy, sales, finance, and purchasing; completed NACD CERT Certification in Cyber-Risk Oversight in 2023 . The Board has affirmatively determined she is independent under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ford Motor Company | U.S. Chief Marketing Officer | 2013–2017 | Led pricing, promotions, media, digital marketing, product strategy, and consumer experience |
| Ford Motor Company | VP Marketing, Asia Pacific & Africa (Shanghai) | 2010–2013 | Led marketing across 11 countries; regional leadership |
| Ford Motor Company | Leadership roles in strategy, sales, finance, purchasing | ~1992–2017 (25-year career) | Cross-functional executive experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Michigan Ross School of Business | Lecturer of Marketing (MBA) | Current | Academic instruction in marketing |
| TTM Technologies Inc. (NASDAQ: TTMI) | Director | Current | Committee roles not disclosed |
| Uni-Select, Inc. (TSX: UNS) | Director | Prior | Not disclosed |
| Charge Enterprises (NASDAQ: CRGE) | Director | Prior | Not disclosed |
| NACD | CERT Certification in Cyber-Risk Oversight | Completed 2023 | Cyber-risk governance credential |
Board Governance
- Committees: Audit Committee member; Compensation Committee member (signatory on Compensation Committee Report) .
- Chair roles: None; current chairs are Hanson (Audit), Brown (Compensation), Beech (Nominating), O’Gara (Chairman) .
- Independence: Board determined Lenard is independent .
- Attendance: Board held five meetings in FY2025; each director attended the 2024 Annual Meeting and at least 75% of aggregate Board/committee meetings; independent directors met in executive session at certain Board and committee meetings .
- Audit Committee met 4x; Compensation Committee met 6x; Nominating & Corporate Governance met 5x in FY2025 .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash fees | $60,000 | No chair retainers applicable (not a chair) |
| Equity retainer (Common Shares) | $75,000 | Granted quarterly; valued at closing price on first business day of each calendar quarter |
| Option awards | — (none) | Directors did not receive options |
| Meeting fees | Not disclosed | Program is retainer + chair fees structure |
| FY2026 change | +$15,000 equity; +$10,000 cash to non-employee directors (program level) | Alignment via higher equity mix |
Performance Compensation
| Element | Status | Metric Details |
|---|---|---|
| Non-Equity Incentive Plan | Not used for directors | No performance metrics disclosed for director pay |
| Performance-based equity (PSUs/options) | Not used for directors | Director stock awards are retainer-based common shares, not PSUs |
Other Directorships & Interlocks
| Company | Relationship to LYTS | Potential Interlock/Conflict |
|---|---|---|
| TTM Technologies (TTMI) | Lenard serves as director | No LYTS-related party transactions disclosed; compensation committee interlocks absent |
| Uni-Select (UNS) | Prior director role | Not disclosed at LYTS |
| Charge Enterprises (CRGE) | Prior director role | Not disclosed at LYTS |
Expertise & Qualifications
- Deep marketing leadership (U.S. CMO at Ford; APAC marketing VP) with global scope across 11 countries; cross-functional exposure to strategy, sales, finance, purchasing .
- Academic grounding as MBA program Lecturer; NACD CERT in Cyber-Risk Oversight completed in 2023 (useful for Audit and risk oversight) .
- Governance roles across technology/manufacturing boards (TTMI; prior UNS, CRGE) .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | Date/Source |
|---|---|---|---|
| Chantel E. Lenard | 35,825 | <1% | As of Sept 9, 2025 (record date) |
| Post-transaction ownership | 36,773 | <1% | After Form 4 award on Oct 1, 2025 (post-transaction position) |
| Pledging/Hedging | Prohibited; no pledges or hedges implemented by Board members | — | Insider trading policy |
| Stock ownership guidelines | 5x annual cash retainer for non-employee directors; all directors in compliance | — | Amended in 2025 |
Insider Trades (Form 4 – Awards of Common Shares)
| Filing Date | Transaction Date | Type | Shares Awarded | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025-10-03 | 2025-10-01 | Award | 948 | $23.73 | 36,773 | |
| 2025-07-02 | 2025-07-01 | Award | 1,305 | $17.24 | 35,825 | |
| 2025-04-02 | 2025-04-02 | Award | 1,080 | $17.36 | 34,520 | |
| 2025-01-03 | 2025-01-02 | Award | 968 | $19.37 | 33,440 | |
| 2024-10-02 | 2024-10-02 | Award | 1,162 | $16.13 | 32,472 | |
| 2024-07-03 | 2024-07-02 | Award | 1,334 | $14.06 | 31,310 | |
| 2024-04-03 | 2024-04-02 | Award | 1,234 | $15.20 | 29,929 | |
| 2024-01-05 | 2024-01-03 | Award | 1,354 | $13.85 | 27,812 |
Director Compensation Structure and Alignment
- Non-employee director compensation: $135,000 annual retainer in FY2025, split as $75,000 equity (Common Shares) and remainder cash; chair retainers: Audit $17,500; Compensation $15,500; Nominating $13,500; Chairman $50,000 . Lenard’s FY2025 individual compensation: $60,000 cash, $75,000 stock; no options or non-equity incentive comp .
- Ownership alignment: Mandatory 5x annual cash retainer stock ownership guidelines; all directors compliant; retention of 100% of net shares until guideline met; once met, deemed met notwithstanding price declines unless shares disposed . Hedging/pledging prohibited and not used by directors .
Potential Conflicts & Related Party Transactions
- Related party transaction policy requires Audit Committee approval; no compensation committee member participated in any related person transaction in the most recent fiscal year; no committee interlocks with LYTS executives disclosed . No related party transactions itemized for directors in the proxy .
Say-on-Pay and Shareholder Feedback
- 2024 Say-on-Pay result: ~98% approval; Compensation Committee maintained PSU/RSU mix and focused on RONA and cumulative Adjusted EBITDA in LTIP; indicates shareholder support for compensation governance .
Governance Assessment
- Board effectiveness: Dual committee membership (Audit and Compensation) supports oversight across financial reporting and pay; independence affirmed; committee workloads (Audit 4x, Compensation 6x) and board meeting cadence (5x) suggest active governance; attendance thresholds met .
- Alignment: Quarterly equity retainer, stringent ownership guidelines (5x cash retainer), and prohibition of hedging/pledging indicate strong alignment with shareholders .
- Conflicts: No related person transactions or compensation committee interlocks; other public boards (TTMI; prior UNS, CRGE) disclosed without LYTS conflict findings in proxy .
- Signals: High Say-on-Pay support (98%) and compensation committee independence with external consultant FW Cook reinforce investor confidence in governance processes .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or attendance shortfalls for directors in FY2025 .