James A. Clark
About James A. Clark
James A. Clark (age 61) is Chief Executive Officer of LSI Industries (LYTS) since November 2018 and has served on the Board since January 2019; he holds a BA in Business from the State University of New York – Regents and completed postgraduate programs at Northwestern (Kellogg) and University of Virginia (Darden) . Under his leadership, FY2025 sales rose 22% to $573.4 million and Adjusted EBITDA increased to $55.0 million from $51.4 million in FY2024, with the accretive acquisition of Canada’s Best Holdings (CBH) in March 2025 enhancing the display solutions platform . Recent multi‑year value creation indicators show LYTS Total Shareholder Return (TSR) index rising from 100 (FY2022 base) to 289 in FY2025, GAAP net income of $24.4 million in FY2025, and Adjusted EBITDA of $55.1 million in FY2025 used in the pay-versus-performance disclosure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Alliance Tire Americas (KKR portfolio company) | President & CEO | Not disclosed | Led a global manufacturing/product services business (prior role before joining Dunes Point and LYTS) . |
| Dunes Point Capital | Managing Director | Not disclosed | Senior operating executive experience in global manufacturing and product services . |
| Rexel Holdings USA | VP Strategy & Corporate Development | Not disclosed | Responsible for strategic planning and M&A for $3.5B U.S. operations . |
| United Technologies (UTC) / GE Security | President, Electronic Security Products Group; CMO‑VP Global Sales | Not disclosed | Senior executive roles in strategy, sales and product leadership at GE/UTC . |
External Roles
| Organization | Role | Committee roles | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | No current external public company directorships disclosed for Clark in LYTS 2025 proxy . |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 708,000 | 728,269 | 752,770 |
| Non‑Equity Incentive Plan Compensation ($) | 840,000 | 352,800 | 494,170 |
| Stock Awards ($, grant‑date fair value) | 1,099,998 | 1,500,000 | 1,500,000 |
| Change in Pension Value & Nonqualified Deferred Comp ($) | 913,964 | 339,981 | 468,269 |
| All Other Compensation ($) | 169,125 | 156,548 | 161,179 |
| Total Compensation ($) | 3,731,087 | 3,077,598 | 3,376,388 |
Additional cash/benefit details:
- 401(k) match $8,625 and nonqualified deferred compensation employer match $150,554 (FY2025) .
- “All Other Comp” in FY2025 comprised life insurance ($2,000), 401(k) match ($8,625), nonqualified deferred match ($150,554) .
FY2025 annual cash incentive target:
- STIP target opportunity: 80% of base salary; threshold 40%, maximum 160% (CEO) .
- FY2025 STIP actual bonus paid: $515,971 (85.2% of target opportunity) .
Performance Compensation
FY2025 Short‑Term Incentive Plan (STIP)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout as % of target |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 80% | $48.8M | $57.4M | $63.1M | $53.2M | 75.3% |
| Net Sales | 20% | $502.2M | $558.0M | $586.0M | $564.8M | 124.5% |
| CEO bonus outcome | — | — | Target = 80% salary | Max = 160% salary | $515,971 | 85.2% of target |
FY2025 Long‑Term Incentive Plan (LTIP) – award mix and metrics
- Mix: 60% Performance Share Units (PSUs), 40% RSUs; RSUs vest ratably over 3 years; PSUs cliff‑vest at 3 years .
- PSU performance metrics and weightings (three‑year performance period): Cumulative Adjusted EBITDA (50%) and RONA (50%); threshold 85%/78% of target respectively; payout range 50%–200% of target .
FY2023 PSU cycle vesting (performance period FY2023–FY2025)
| Metric | Weight | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|
| Cumulative Adjusted EBITDA | 50% | $82.95M | $111.10M | $118.8M | $146.0M | 150% |
| RONA (end of period) | 50% | 10.1% | 13.0% | 14.0% | 23.5% | 150% |
| CEO shares vested at max | — | — | — | — | — | 143,478 (vs 95,652 target) |
FY2025 equity grants (grant date 8/15/24)
| Instrument | Grant details | Vesting | Grant‑date value |
|---|---|---|---|
| RSUs | 40,214 units; reference price $14.92 | Ratable over 3 years | $600,000 of total |
| PSUs | Target 60,322 (Thr 30,161; Max 120,643); reference price $14.92 | 3‑year cliff; metrics: cumulative Adjusted EBITDA (50%) + RONA (50%) | $900,000 of total |
Notes: The Compensation Committee prohibits option repricing and has a clawback policy that recoups erroneously awarded incentive compensation upon an accounting restatement .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 917,801 common shares (3.0% of shares outstanding) as of 9/9/2025 . |
| Options outstanding (CEO) | 500,000 @ $4.40 exp. 11/1/2028; 76,271 @ $6.80 exp. 8/19/2030 (all exercisable) . |
| Unvested equity (as of 6/30/2025) | RSUs: 93,400; PSUs: 226,507 (CEO) . |
| FY2025 vesting realized | 155,517 shares acquired on vesting; value realized $2,344,199 . |
| Ownership guidelines | CEO required ownership = 5x base salary; all NEOs in compliance or on track; 50% net‑after‑tax shares retained until compliant . |
| Pledging/hedging | Prohibited; no pledges or hedging transactions by directors/executives . |
| Section 16 compliance | All filings timely in FY2025 . |
Implications: Significant unvested RSUs/PSUs create scheduled equity inflows; policy‑mandated retention and anti‑pledging rules reduce near‑term selling pressure .
Employment Terms
| Provision | Terms (CEO) |
|---|---|
| Change‑in‑Control (CIC) severance | 2.5x base salary + target bonus; company pays full COBRA; equity (options/RSUs) vest; PSUs convert to time‑based RSUs at target vesting ratably over 3 years (upon qualifying termination within 24 months post‑CIC) . |
| Non‑CIC severance | 1.5x base salary + target bonus if terminated without cause or for good reason; equity treatment: time‑based options fully vest; performance options excluded; RSUs/PSUs continue vesting on original schedules; additional six months cash COBRA for CEO . |
| Equity acceleration outside CIC | Upon death, disability or retirement, options fully vest; unvested awards treatment as detailed above . |
| Non‑compete | Non‑competition covenants in severance agreements (scope/duration not disclosed) . |
| Clawback | Incentive Compensation Recoupment Policy tied to accounting restatements (Board discretion on recovery and additional discipline) . |
| Tax gross‑ups | None; excise tax gross‑ups prohibited . |
| Deferred compensation | Company matches contributions; CEO aggregate balance $3,447,373 as of 6/30/2025 . |
Board Governance & Director Service
- Board service history: Director since January 2019; currently serves on the Executive Committee; not the Board Chair (Chair is independent director Wilfred T. O’Gara) .
- Independence/dual‑role implications: Clark is a management director; separation of CEO/Chair reduces concentration of power; six of seven directors are independent under Nasdaq standards .
- Board committees and attendance: Independent committees (Audit, Compensation, Nominating); all directors attended ≥75% of meetings; CEO is a member of the Executive Committee .
- Director compensation: Employees do not receive director fees .
Compensation Governance, Peer Group, and Say‑on‑Pay
- Compensation Committee: Brown (Chair), Lenard, Marshall; independent advisor FW Cook retained; Committee concluded advisor independence .
- Practices: Pay‑for‑performance design, multiple metrics, capped payouts; no pledging/hedging; no option repricing; no excise tax gross‑ups .
- Peer group (FY2025): AAON, Ameresco, Broadwind, CECO Environmental, CTS, Daktronics, Eastern, Gibraltar (added for FY2026), Gorman‑Rupp, Key Tronic, Napco Security Tech, Powell Industries, Trex, TTM Technologies (list as disclosed) .
- Say‑on‑Pay: 98% approval at 2024 annual meeting; program maintained for FY2025 with continued PSU/RSU structure .
Performance & Track Record (selected)
| Indicator | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| LYTS TSR index (base $100) | 127 | 100 | 208 | 243 | 289 |
| GAAP Net Income ($m) | 5.9 | 15.0 | 25.8 | 25.0 | 24.4 |
| Adjusted EBITDA ($m) | 21.1 | 35.1 | 51.6 | 51.4 | 55.1 |
| Sales ($m) | — | — | — | — | 573.4 (up 22% YoY) |
Notes: FY2025 acquisition of CBH; STIP calculations excluded CBH; LTIP calculations excluded EMI/CBH where applicable .
Risk Indicators & Red Flags
- Strong clawback policy; no pledging/hedging; no option repricing; no excise tax gross‑ups (shareholder‑friendly) .
- CIC design: PSUs convert at target to time‑based RSUs (reduces strict performance linkage upon CIC but maintains time‑based vesting; double‑trigger applies) .
- Section 16 compliance reported as fully timely for FY2025 .
- CEO pay ratio FY2025: 81.3:1 (PEO total comp $3.38m vs median employee $41.5k) .
Investment Implications
- Pay for performance alignment appears robust: material equity mix with multi‑year PSUs tied to cumulative Adjusted EBITDA and RONA; FY2023–FY2025 PSU cycle paid at the maximum (150%) on both metrics, highlighting over‑achievement on profitability and asset efficiency during the cycle .
- Retention risk looks moderate: meaningful unvested equity (93.4k RSUs and 226.5k PSUs) plus 5x ownership guideline and 50% retention rule reduce near‑term selling pressure while binding the CEO to multi‑year value creation .
- Change‑in‑control economics are competitive but not excessive (2.5x salary+target bonus; double‑trigger treatment); PSUs convert to time‑based RSUs at target if terminated post‑CIC, which can blunt performance stringency in a sale scenario but maintains retention through time‑based vesting .
- Execution track record under Clark includes sustained EBITDA growth and strong TSR progression since FY2022 base; FY2025 revenue up 22% with accretive M&A, supporting incentive payouts tied to EBITDA and sales while reinforcing the operating playbook in core verticals .