Ernest W. Marshall, Jr.
About Ernest W. Marshall, Jr.
Ernest W. Marshall, Jr. (age 56) has served on LSI Industries’ Board since August 17, 2022; he is an independent director under NASDAQ standards . He was EVP and Chief Human Resources Officer at Eaton Corporation plc from July 2018 to September 2025, and previously VP of Human Resources at GE Aviation (2013–2018). He also serves on the board of Republic Bancorp (NASDAQ: RBCAA) since 2020 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eaton Corporation plc | EVP & Chief Human Resources Officer | Jul 2018 – Sep 2025 | Led global HR; strategic human capital management |
| GE Aviation (General Electric) | Vice President, Human Resources | Aug 2013 – Apr 2018 | HR leadership for aviation segment |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Republic Bancorp (NASDAQ: RBCAA) | Director | Since 2020 | Not specified in LYTS proxy |
Board Governance
- Committee assignments: Member, Compensation Committee; not chair. Compensation Committee composition is Ronald D. Brown (Chair), Chantel E. Lenard, and Ernest W. Marshall, Jr.; met six times in FY2025 .
- Independence & attendance: Board determined Marshall is independent; Board held five meetings in FY2025; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Director stock ownership guidelines: Increased in 2025 to 5x annual cash retainer; all non‑employee directors are in compliance .
- Leadership structure & engagement: Independent chairman (Wilfred T. O’Gara); independent directors meet in executive session; shareholders had strong say‑on‑pay support (98% approval in 2024), reflecting favorable compensation governance overseen by the committee including Marshall .
- Compensation Committee Report: Marshall is a signatory on the Compensation Committee Report, evidencing active oversight of executive pay practices .
Fixed Compensation
| Component | FY2023 | FY2025 |
|---|---|---|
| Annual retainer (cash) | $45,000 | $60,000 |
| Stock awards (quarterly equity retainer) | $48,750 | $75,000 |
| Committee chair fees | None (not chair) | None (not chair) |
| Chairman/Lead Independent fees | Not applicable | Not applicable |
| Total annual director compensation | $93,750 | $135,000 |
- Program changes: Effective FY2026, Board increased non‑employee director compensation by $15,000 in equity and $10,000 in cash (implies $160,000 total going forward) .
- Mechanics: Stock awards are granted quarterly based on the closing price on the first business day of each quarter .
Performance Compensation
- Directors at LYTS do not participate in performance‑based STIP or PSU programs; their compensation is a mix of fixed cash and time‑based stock retainer with no options or performance share awards for directors .
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Republic Bancorp (RBCAA) | Banking | Director | No LYTS‑disclosed related party transactions or interlocks; Compensation Committee reported no related person transactions and no interlocks for members . |
Expertise & Qualifications
- Human capital and executive compensation expertise from CHRO role at Eaton and HR leadership at GE Aviation .
- Compensation governance: Active member and signatory of LYTS Compensation Committee; committee uses independent consultant FW Cook and reports no conflicts .
- Board diversity: Board matrix confirms one African American/Black male director among seven; Marshall contributes to board diversity .
Equity Ownership
| Metric | Sep 6, 2023 | Sep 9, 2025 |
|---|---|---|
| Beneficial shares owned | 8,780 | 18,404 |
| % of shares outstanding | 0.030% (8,780 / 28,826,112) | 0.060% (18,404 / 30,568,219) |
| Pledged/Hedged shares | None; company prohibits pledging/hedging; no director hedges or pledges implemented |
- Ownership guidelines: 5x annual cash retainer; all non‑employee directors in compliance .
- Vested/unvested breakdown: Not disclosed for directors; director equity is quarterly common share awards (no options table for directors) .
Insider Trades (Form 4 – quarterly director equity awards)
| Transaction Date | Type | Shares Granted | Price | Post‑Transaction Holding | SEC Filing URL |
|---|---|---|---|---|---|
| 2025‑10‑01 | Award (Common) | 948 | $23.73 | 19,352 | https://www.sec.gov/Archives/edgar/data/763532/000089225125000193/0000892251-25-000193-index.htm |
| 2025‑07‑01 | Award (Common) | 1,305 | $17.24 | 18,404 | https://www.sec.gov/Archives/edgar/data/763532/000089225125000043/0000892251-25-000043-index.htm |
| 2025‑04‑02 | Award (Common) | 1,080 | $17.36 | 17,099 | https://www.sec.gov/Archives/edgar/data/763532/000089225125000024/0000892251-25-000024-index.htm |
| 2025‑01‑02 | Award (Common) | 968 | $19.37 | 16,019 | https://www.sec.gov/Archives/edgar/data/763532/000089225125000010/0000892251-25-000010-index.htm |
| 2024‑10‑02 | Award (Common) | 1,162 | $16.13 | 15,051 | https://www.sec.gov/Archives/edgar/data/763532/000089225124000100/0000892251-24-000100-index.htm |
| 2024‑07‑02 | Award (Common) | 1,334 | $14.06 | 13,889 | https://www.sec.gov/Archives/edgar/data/763532/000089225124000064/0000892251-24-000064-index.htm |
Pattern: Quarterly director equity awards increase holdings over time; no open‑market purchases/sales observed in the period.
Governance Assessment
-
Positives
- Independence and active committee engagement; Compensation Committee meets frequently and uses independent consultant FW Cook .
- Strong shareholder alignment signals: director equity retainer, increased equity weighting in FY2026; strict anti‑hedging/anti‑pledging policy .
- High say‑on‑pay support (98% in 2024) indicating investor confidence in compensation oversight, with Marshall as a committee member/signatory .
- Attendance and governance processes robust (independent sessions; risk oversight distributed across committees) .
-
Watch items
- Concurrent external board role at a bank (RBCAA) — no LYTS‑disclosed conflicts, but monitor for any future related party transactions or interlocks .
- Transition from Eaton CHRO role (ended Sep 2025) — ensure continued capacity for board duties and monitor any new roles for potential conflicts .
-
Red flags
- None disclosed: no related party transactions involving Compensation Committee members; no pledging/hedging; no option repricing; no excise tax gross‑ups .
Compensation Committee Analysis (context for Marshall’s role)
- Committee composition: Brown (Chair), Lenard, Marshall; six meetings in FY2025; retains FW Cook; no consultant conflicts noted .
- Pay‑for‑performance design for executives: STIP weighted 80% Adjusted EBITDA / 20% Net Sales; LTIP PSU metrics are 3‑year cumulative Adjusted EBITDA and end‑period RONA, each at 50% weight with 50–200% payout range .
- Practices: Stock ownership guidelines for executives and directors; clawback policy for erroneously awarded compensation; prohibitions on pledging/hedging; no option repricing .
Data References
- Board nominations, biography and independence:
- Director compensation and guidelines:
- Meetings, attendance, leadership structure:
- Beneficial ownership:
- Compensation Committee report and consultant:
- Related party/committee interlocks:
- Insider trades (Form 4): see SEC URLs in the Insider Trades table above.