James E. Galeese
About James E. Galeese
James E. Galeese (age 68) is Executive Vice President, Chief Financial Officer and Chief Accounting Officer of LSI Industries (LYTS), having joined as CFO in June 2017 and assuming CAO responsibilities on May 31, 2024 . He holds a Business Administration degree from Miami University and an MBA from Xavier University; prior roles include senior finance leadership at Philips Electronics and Square D/Schneider Electric, with CFO/Director responsibilities at Universal Trailer Holding Corporation . Under his tenure, FY2025 sales rose 22% to $573.4 million and Adjusted EBITDA increased to $55.0 million, while the Company’s TSR index value reached 289 (vs. 243 in FY2024 and 208 in FY2023), reflecting strong shareholder value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Universal Trailer Holding Corporation | Vice President & CFO; Director | 2014–2017 | Led finance for a trailer manufacturer supporting business and consumer hauling end-markets |
| Philips Electronics NV | Senior Vice President & CFO – North American Lighting; Electronics businesses | 1998–2014 | Senior P&L and financial stewardship across lighting/electronics, scaling operations in North America |
| Square D Company / Schneider Electric | Financial Controllership | Prior to 1998 | Core controllership foundation in industrial/electrical products |
External Roles
No public-company directorships or external board roles disclosed for Galeese in LYTS filings .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary (rate) ($) | $384,312 | $422,743 | $436,000 |
| Salary Paid ($) | $394,870 | $415,353 | $433,450 |
| Target Bonus % of Salary | — | 50% | 50% |
| Actual Bonus Paid (STIP) ($) | $288,234 (Non-Equity Incentive) | $141,830 | $185,736 |
| RSU Grant Value ($) | $140,001 | $216,000 | $216,000 |
| PSU Grant Value ($) | $210,001 | $324,000 | $324,000 |
Notes: FY2025 salary “rate” reflects Committee-set base; salary paid reflects fiscal-year cash compensation .
Performance Compensation
Annual STIP – Plan Design and FY2024–FY2025 Outcomes
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout/Outcome |
|---|---|---|---|---|---|---|
| FY2025 Adjusted EBITDA ($mm) | 80% | $48.8 | $57.4 | $63.1 | $53.2 | 75.3% of target component |
| FY2025 Net Sales ($mm) | 20% | $502.2 | $558.0 | $586.0 | $564.8 | 124.5% of target component |
| FY2025 Bonus Payout | — | — | — | Cap 200% | — | 85.2% of target opportunity; Galeese payout $185,736 |
| FY2024 Adjusted EBITDA ($mm) | 80% | $44.8 | $52.7 | $58.0 | $50.1 | ~84% of target component |
| FY2024 Net Sales ($mm) | 20% | $459.3 | $510.3 | $535.8 | $451.6 | Below threshold; 0% component |
| FY2024 Bonus Payout | — | — | — | Cap 200% | — | 67.1% of target; Galeese payout $141,830 |
FY2026 STIP continues 80% Adjusted EBITDA/20% Net Sales with Galeese’s target set at 50% of base salary; payout curves: EBITDA <85%→0% to >110%→200%; Sales <90%→0% to >105%→200% .
Long-Term Incentive Plan (LTIP) Structure and PSU Outcomes
| Element | Weighting | Vesting | Performance Metrics | Payout Curve |
|---|---|---|---|---|
| RSUs | 40% of LTIP grant | Ratable over 3 years | Retention-focused | Time-based vesting |
| PSUs | 60% of LTIP grant | Cliff vest at 3 years | 50% Cumulative Adjusted EBITDA; 50% RONA | Threshold 50%, Target 100%, Max 200% (FY24–FY26 grants) |
FY2023 PSU cycle (FY2023–FY2025 performance) – Achieved maximum:
| Metric | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Cumulative Adjusted EBITDA ($mm) | $82.95 | $111.10 | $118.80 | $146.0 | 150% |
| RONA (%) | 10.1% | 13.0% | 14.0% | 23.5% | 150% |
| Galeese PSUs | — | 30,435 shares | — | 45,653 shares vested (max) | 150% |
FY2026–FY2028 LTIP maintains 50%/50% weighting across cumulative Adjusted EBITDA and end-period RONA with threshold/target/max at 85%/100%/110% for EBITDA and 68.4%/100%/106% of target for RONA; payouts 0%–200% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 410,760 common shares; 1.3% of outstanding |
| Options exercisable within 60 days | 136,578 shares (aggregate across grants) |
| Unvested RSUs (6/30/2025) | 32,718 units |
| Unvested PSUs (6/30/2025) | 77,543 units |
| Option holdings (illustrative) | Multiple tranches incl. 6/12/2017 (32,874 @ $9.15), 8/21/2019 (75,606 @ $3.83), 8/19/2020 (22,586 @ $6.80); 10-year terms |
| Market value snapshot (6/30/2025) | Aggregate value of vested equity awards $2,386,898; unvested equity awards $1,875,540; closing price $17.01 |
| Stock ownership guidelines | 2x base salary multiple; all NEOs in compliance or on track; must retain 50% of net after-tax shares until compliant |
| Pledging/Hedging | Prohibited by insider trading policy; no pledges/hedges by executives |
| Deferred compensation | Employee contribution $52,014; Company match $52,014; FY2025 earnings $172,733; account balance $1,264,388 (invested in LYTS shares) |
| FY2025 vesting activity | 53,532 shares vested for Galeese; $806,985 value realized |
Employment Terms
| Provision | Key Terms |
|---|---|
| Change-in-Control (CIC) Agreement | Severance equal to 2x base salary + target bonus; continued medical/dental with full COBRA payments by Company |
| CIC equity treatment | Upon CIC: PSUs convert at target into time-based RSUs vesting equally over 3 years; RSUs/stock options vest in full upon qualifying termination within 24 months unless assumed by successor |
| Supplemental Benefits Agreement (non-CIC) | Severance equal to 1x base salary + target bonus; unvested options (non-performance) vest immediately; RSUs/PSUs continue vesting on original schedules; health coverage continuation; non-compete covenants |
| Clawback | Board will recoup erroneously awarded incentive compensation upon an accounting restatement; discretionary enforcement |
| Start date & tenure | Joined LYTS as CFO in June 2017; assumed CAO duties effective May 31, 2024 |
Compensation Structure Analysis
- Pay-for-performance emphasis with STIP 80% Adjusted EBITDA / 20% Net Sales and LTIP 60% PSUs / 40% RSUs; PSU payout caps increased to 200% beginning with FY2024 grants, heightening at-risk alignment .
- Market-based benchmarking via FW Cook; peer group maintained with periodic updates (e.g., Gibraltar Industries added for FY2026), avoiding pay ratcheting beyond business scale .
- Shareholder-friendly practices: no excise tax gross-ups, no option repricing, hedging/pledging prohibited; robust stock ownership/retention guidelines .
- Strong Say-on-Pay support (98% approval in 2024; 99% in 2023) indicates investor alignment with compensation design .
Performance & Track Record
- FY2025 performance: sales $573.4 million (+22% YoY excluding CBH in STIP metrics); Adjusted EBITDA $55.0 million; STIP paid at 85.2% of target to Galeese (reflecting EBITDA underperformance vs. target and sales outperformance) .
- LTIP outcomes: FY2023–FY2025 PSU cycle paid at maximum for both cumulative Adjusted EBITDA and RONA, vesting 45,653 shares to Galeese (150% of target) .
- TSR trajectory: PVP table TSR index for LYTS rose to 289 (FY2025) from 243 (FY2024) and 208 (FY2023), outpacing peer group index trend in the period .
- Governance and role expansion: consolidation of CFO and CAO roles under Galeese in May 2024, streamlining financial leadership and reporting .
Investment Implications
- Alignment: High equity exposure (RSUs/PSUs), stringent ownership guidelines (2x salary) and clawbacks tether comp to multi-year EBITDA/RONA outcomes, supporting long-term value creation .
- Vesting/supply dynamics: Significant PSU vesting at max (FY2023 cycle) and annual RSU vesting create episodic potential selling pressure, partially mitigated by 50% retention requirements until guideline compliance .
- Retention/transition risk: CIC and supplemental agreements provide meaningful severance and equity protections with continued vesting and non-compete obligations, reducing near-term departure risk while preserving performance alignment (PSUs convert at target at CIC) .
- Pay governance: Strong Say-on-Pay outcomes and prohibitions on pledging/hedging/repricing, plus absence of tax gross-ups, indicate low governance red flags, with incentive caps preventing excessive risk-taking .