Ronald D. Brown
About Ronald D. Brown
Ronald D. Brown (age 72) is an independent director of LSI Industries (LYTS), serving on the Board since November 6, 2018. He previously served as Interim Chief Executive Officer of LYTS (Apr 23, 2018–Nov 1, 2018), has been Chairman and CEO of Milacron Inc. (NYSE) (2001–2008), and brings broad manufacturing, legal, and financial experience, including prior roles as a chief financial officer and corporate attorney. He currently chairs LYTS’s Compensation Committee and serves on the Executive Committee; the Board has affirmatively determined he is independent under NASDAQ standards. The Board held five meetings in FY2025, with all directors attending at least 75% of aggregate Board and committee meetings, and directors meet in executive session without management at the end of certain meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LSI Industries (LYTS) | Interim Chief Executive Officer | Apr 23, 2018 – Nov 1, 2018 | Stabilized leadership pre-CEO transition |
| Cincinnati Incorporated (private) | Interim President & CEO | Jul 2020 – Dec 2020 | Led a privately owned machine tool company through transition |
| The Armor Group, Inc. (private) | Vice Chairman; earlier COO | COO from 2013; Vice Chairman 2017–2018 | Manufacturing and international operating experience |
| Milacron Inc. (NYSE) | Chairman & CEO (2001–2008); President & COO (1999–2001) | 1999–2008 | Public-company CEO experience; plastics and metalworking technologies |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| A. O. Smith Corporation (NYSE: AOS) | Director | Since 2001 | Chair, Personnel & Compensation Committee; Member, Nominating & Governance; appointed Presiding Director in Apr 2024 |
| James Advantage Funds Trust | Independent Trustee | Since 2014 | Audit Committee; Governance & Compensation Committees |
Board Governance
- Committees (LYTS): Chair, Compensation Committee; Member, Executive Committee. Compensation Committee met six times in FY2025; the Executive Committee (O’Gara, Brown, Clark) did not meet in FY2025 .
- Independence: The Board determined Brown is independent under NASDAQ standards .
- Attendance: Board held five meetings in FY2025; each director attended at least 75% of aggregate Board and committee meetings and attended the annual meeting .
- Executive sessions: Independent directors meet in executive session at the end of certain Board and committee meetings without management present .
Fixed Compensation (Director)
| Item | FY2025 | Notes |
|---|---|---|
| Annual Non-Employee Director Compensation | $135,000 (of which $75,000 in Common Shares; remainder cash) | Approved by Board; effective FY2025; increased again for FY2026 (+$15k equity, +$10k cash) |
| Committee Chair Retainers | Audit Chair $17,500; Compensation Chair $15,500; Nominating & Governance Chair $13,500 | FY2025 schedule |
| Chairman of the Board Retainer | $50,000 | FY2025 |
| Ronald D. Brown – Actual FY2025 Director Pay | Cash Fees: $75,500; Stock Awards: $75,000; Total: $150,500 | Reflects Compensation Chair role |
Performance Compensation (Design overseen as Comp Committee Chair)
- Short-Term Incentive Plan (FY2025) – Metrics and Results (Company-wide NEO plan overseen by Compensation Committee chaired by Brown)
| 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% |
- Long-Term Incentive Plan (FY26–FY28) – PSU Framework
| Performance Metric | Weight | Threshold | Target | Maximum | Payout Range |
|---|---|---|---|---|---|
| Cumulative Adjusted EBITDA | 50% | 85% of target | 100% | 110% | 50%–200% |
| RONA % (end of Year 3) | 50% | 78% of target | 100% | 105.5% | 50%–200% |
- FY2023 PSU Cycle (FY2023–FY2025) – Realized Outcomes
| Metric | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Cumulative Adjusted EBITDA | $82.95M | $111.10M | $118.8M | $146.0M | 150% (max) |
| RONA % | 10.1% | 13.0% | 14.0% | 23.5% | 150% (max) |
- Governance features: Use of multiple metrics (Adjusted EBITDA, Net Sales, RONA), caps on payouts (STIP and LTIP), clawback policy, stock ownership and retention guidelines, and prohibition on hedging/pledging .
Other Directorships & Interlocks
- External boards: A. O. Smith (Chair, Personnel & Compensation; Nominating & Governance; Presiding Director as of Apr 2024), James Advantage Funds Trust (Audit; Governance & Compensation) .
- Interlocks: The company discloses no compensation committee interlocks; while Brown was LYTS Interim CEO in 2018, there are no reciprocal executive/compensation roles across companies that create an interlock. No member of the Compensation Committee is/was an officer or employee (other than Brown’s 2018 interim role), and no interlocking relationships are disclosed .
Expertise & Qualifications
- Public-company CEO and chairman experience (Milacron); international and manufacturing experience (Milacron, Armor Group); interim CEO experience at LYTS; background as a CFO and corporate attorney. Board cites his legal background as well-suited for SEC and NASDAQ governance requirements .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| Ronald D. Brown (as of Sep 9, 2025) | 70,997 | <1% |
| Ronald D. Brown (as of Sep 10, 2024) | 66,482 | <1% |
| Citations: 2025 table shows Brown at 70,997 shares; percent marked “” for less than 1%. 2024 table shows Brown at 66,482 shares; percent also “” . |
- Director stock ownership guidelines: Increased in 2025 to 5x annual cash retainer; all non-employee directors are in compliance or within the allowed accumulation period .
- Hedging/pledging: Prohibited for directors and executive officers; no pledges or hedging transactions implemented by any Board member or executive officer .
- Section 16 compliance: Company states all filing requirements were met in FY2025 .
Compensation Committee Analysis (Chair oversight)
- Independent advisor: FW Cook retained by the Compensation Committee; committee determined no conflicts of interest .
- Pay philosophy: Emphasis on at-risk pay tied to Adjusted EBITDA, Net Sales, and RONA; balanced STIP/LTIP; payout caps; annual risk assessment of plans .
- Peer group: FY2025 peer set used for benchmarking (e.g., AAON, Ameresco, CECO Environmental, Daktronics, CTS, Gorman-Rupp, Powell Industries, Trex, Gibraltar Industries added for FY2026, etc.) .
- Say-on-Pay outcomes: 98% approval at 2024 annual meeting; 99% in 2023—supportive of program design overseen by the committee .
Related-Party Exposure and Policies
- Related-person transactions: Audit Committee annually reviews; policy requires approval of any related-person transactions; none disclosed involving Compensation Committee members in the most recent year .
- Clawback: Board-level clawback policy to recoup erroneously awarded incentive compensation following any required restatement .
Governance Assessment
Strengths
- Independent status with deep operating, legal, and CFO experience; Chairs Compensation Committee with strong governance features (multi-metric, capped incentives, clawback, ownership guidelines, hedging/pledging ban) .
- High shareholder support for executive pay (98% in 2024; 99% in 2023), indicating investor confidence in compensation oversight under Brown’s chairmanship .
- Compliance with attendance expectations and independent executive sessions; robust director ownership guidelines increased to 5x retainer in 2025 .
Watch-fors / Potential red flags
- Prior interim CEO service (2018) could be scrutinized by some investors for independence optics; however, the Board explicitly deems him independent under NASDAQ rules .
- Dual compensation committee chair roles (LYTS and A. O. Smith) elevate workload and oversight scope but do not constitute an interlock absent reciprocal executive relationships; no interlocks disclosed .
Overall, Brown’s governance profile supports investor alignment: independent status, experienced compensation oversight with clearly disclosed performance frameworks, strong say-on-pay outcomes, and director ownership rigor—collectively positive for board effectiveness and investor confidence .