James A. Clark

Chief Executive Officer at LSI INDUSTRIES

Board

Since November 1, 2018

Age

60 years

Education

Holds a Bachelor of Arts in Business from The State University of New York – Regents and has participated in postgraduate study programs at Northwestern University - Kellogg School of Business and the University of Virginia - Darden School of Business.

Tenure

Joined LYTS as Chief Executive Officer on November 1, 2018 and was appointed to the Board of Directors in January 2019.

Also at LSI INDUSTRIES

JEG

James E. Galeese

Executive Vice President and Chief Financial Officer

TAC

Thomas A. Caneris

Executive Vice President, Human Resources and General Counsel, and Secretary

About

James A. Clark is a seasoned executive with over 25 years of leadership experience, currently serving as the Chief Executive Officer of LYTS since November 1, 2018.

He holds a Bachelor of Arts in Business from The State University of New York – Regents and has enhanced his expertise through postgraduate study programs at Northwestern University - Kellogg School of Business and the University of Virginia - Darden School of Business.

Before joining LYTS, he held several key positions, including President and CEO of Alliance Tire Americas, Inc., Managing Director at Dunes Point Capital, and leading roles at Rexel Holdings USA, United Technologies Corporation, and General Electric. His tenure at LYTS has been marked by strategic growth initiatives and significant acquisitions, bolstering the company’s position in the lighting and display solutions market.

$LYTS Performance Under James A. Clark

Past Roles

Organization	Role	Date Range	Details
Alliance Tire Americas, Inc.	President and CEO	N/A	KKR portfolio company
Dunes Point Capital	Managing Director	N/A	N/A
Rexel Holdings USA	Vice President of Strategy and Corporate Development	N/A	Responsible for strategic planning and M&A activities for Rexel’s $3.5 billion in U.S. operations
United Technologies Corporation (UTC)	Senior Executive Roles (including President of Electronic Security Products Group)	N/A	N/A
General Electric (GE)	President of Electronic Security Products Group; Chief Marketing Officer (CMO); Vice President of Global Sales for GE Security	N/A	N/A

Fixed Compensation

Data from FY 2024

Component Name	Amount	Payment Schedule	Additional Details
Base Salary	$735,000	Annual	5% increase from 2023’s $700,000
Stock Options	None reported	N/A	No stock option awards granted
Deferred Compensation	Contributions: $291,578; Balance at June 30, 2024: $2,677,996	Annual / As of June 30	Executive ($145,789) and LSI ($145,789) contributions with an aggregate balance
All Other Compensation	$156,548	Annual	Includes Life Insurance ($2,000), 401(k) Contributions ($8,625), and Non-qualified Deferred Compensation ($145,923)
Unvested RSUs	105,096 units valued at $1,520,739	N/A	As of June 30, 2024, based on closing price of $14.47 per share
Payments Under Change in Control Policy	$3,307,500	Event Based	Payment under change in control policy per plan details

Performance Compensation

Data from FY 2024

STIP (Short-Term Incentive Plan)

Metric	Threshold	Target	Maximum	Weight	Actual Result
Net Sales	$459.3 million	$510.3 million	$535.8 million	20%	$451.6 million (0% achievement)
Adjusted EBITDA	$44.8 million	$52.7 million	$58.0 million	80%	$50.1 million (84% achievement)

Payout Level	% of Base Salary	Actual/Payout Details
Threshold	40%	–
Target	80%	–
Maximum	160%	Actual bonus paid: $394,548 (67.1% of target)

Evaluation Period: Fiscal Year 2024. No vesting schedule as this is a cash-based incentive.

LTIP (Long-Term Incentive Plan) & Unvested PSUs

Metric	Threshold Achievement	Target Achievement	Maximum Achievement	Payout at Threshold	Payout at Target	Payout at Maximum
RONA	71.2% of target	100%	103.8%	50%	100%	200%
Adjusted EBITDA (Cumulative)	85% of target	100%	110%	50%	100%	200%

LTIP Award Details	Value
Grant Date	August 16, 2023
Grant Date Fair Value	$1,500,000
Grant Date Stock Price	$12.76 per share
Restricted Stock Units (RSUs)	47,022 shares (vesting over 3 years in equal annual installments)
Performance Stock Units (PSUs)	Threshold: 35,267; Target: 70,533; Maximum: 141,066 shares (cliff vest at end of 3 years if performance conditions met)

Evaluation Period: FY2024 to FY2026. The PSUs are non-voting and accrue dividends; they are subject to forfeiture if performance conditions (Adjusted EBITDA and RONA targets) are not met over the three-year period.