Thomas A. Caneris
About Thomas A. Caneris
Thomas A. Caneris (age 63) is Executive Vice President, Human Resources and General Counsel; Secretary at LSI Industries (LYTS). He joined LSI on August 5, 2019 and was promoted to EVP in August 2021; he holds a J.D. from the University of Cincinnati College of Law . Under his tenure alongside the current leadership, FY2025 sales grew 22% to $573.4 million and Adjusted EBITDA rose to $55.0 million vs. $51.4 million in FY2024, with FY2025 STIP measured on Adjusted EBITDA and Net Sales to reinforce pay-for-performance alignment . The company’s total shareholder return (TSR) value-of-$100 rose to 289 in 2025 (243 in 2024; 208 in 2023), while Adjusted EBITDA reached $55.1 million and GAAP net income was $24.4 million in FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PharMerica Corporation | SVP Human Resources, General Counsel & Secretary | Aug 2007–Apr 2019 | Led HR and legal governance at a pharmacy services provider; senior executive accountability |
| Convergys Corporation | Senior Attorney | 2004–2007 | Corporate legal counsel; supported compliance and commercial contracts |
| AK Steel Corporation | Commercial Affairs Counsel | 1998–2004 | Managed commercial legal affairs in industrial operations context |
External Roles
No external public-company directorships disclosed in proxy materials .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary Paid ($) | 383,368 | 386,679 | 412,149 |
| Base Salary Set Level ($) | 373,118 (set for FY2024) | 391,774 (set for FY2024) | 417,000 (set for FY2025) |
| Target Bonus (% of Base) | 50% | 50% | 50% |
| Actual STIP/Non‑Equity Incentive ($) | 279,839 | 117,532 | 170,136 (expensed) |
| Actual Bonus Paid ($) | — | 131,440 | 177,642 |
| All Other Compensation ($) | 88,514 | 79,781 | 84,430 |
Performance Compensation
FY2025 STIP Design and Results
- Weighting: 80% Adjusted EBITDA, 20% Net Sales; payouts capped at 200% of target .
- FY2025 actual performance excluded CBH acquisition; EBITDA at 75.3% of target, Net Sales at 124.5% of target .
| STIP Metric | Threshold | Target | Maximum | Actual | Achievement vs Target |
|---|---|---|---|---|---|
| Adjusted EBITDA (80% weighting) | $48.8m | $57.4m | $63.1m | $53.2m | 75.3% |
| Net Sales (20% weighting) | $502.2m | $558.0m | $586.0m | $564.8m | 124.5% |
| STIP Opportunity | Threshold (% of Base) | Target (% of Base) | Max (% of Base) | Actual Bonus ($) | Actual vs Target |
|---|---|---|---|---|---|
| Thomas A. Caneris | 25% | 50% | 100% | 177,642 | 85.2% |
FY2025 LTIP Structure (granted Aug 15, 2024)
- Mix: 60% PSUs; 40% RSUs; RSUs vest ratably over 3 years; PSUs cliff-vest after 3 years based on cumulative Adjusted EBITDA and RONA, each at 50% weight .
- FY26–FY28 PSU targets: Adjusted EBITDA threshold 85%/target 100%/max 110%; RONA threshold 78%/target 100%/max 105.5%; payouts: 50%/100%/200% .
| Grant (8/15/2024) | RSUs (#) | PSUs Target (#) | Exercise/Base Price ($/sh) | Grant Date FV ($) |
|---|---|---|---|---|
| Thomas A. Caneris | 8,847 | 13,271 | 14.92 | 330,000 |
FY2023 PSU Vesting (paid in FY2025 at max)
- Performance period FY2023–FY2025 achieved maximum on both metrics; blended 150% payout .
| Executive | PSUs Granted (Target) | Shares Vested (Max) |
|---|---|---|
| Thomas A. Caneris | 26,087 | 39,131 |
Equity Ownership & Alignment
- Beneficial ownership: 447,939 shares (1.4%) as of Sept 9, 2025; 409,931 shares (1.4%) as of Sept 10, 2024 .
- Options exercisable within 60 days (Caneris): 195,332; component grants include 100,000 at $4.04 (8/5/2019), 73,404 at $3.83 (8/21/2019), 21,928 at $6.80 (8/19/2020) .
- Unvested RSUs and PSUs (6/30/2025): RSUs 21,692; PSUs 54,875 .
- Stock ownership guidelines: 2x base salary; all NEOs in compliance or on track; must retain 50% of net after-tax shares until compliant .
- Hedging/pledging: prohibited; no pledges or hedges implemented by directors or executive officers .
- Vested shares/values realized:
- FY2025: 44,702 shares vested; $674,110 realized .
- FY2024: 31,253 shares vested; $440,225 realized .
- Deferred compensation (invested in LYTS stock): FY2025 contributions $82,430 (employee) and $82,430 (company); earnings $369,543; ending balance $2,645,987 .
| Ownership Detail | FY2024 | FY2025 |
|---|---|---|
| Beneficial Shares | 409,931 | 447,939 |
| % Outstanding | 1.4% | 1.4% |
| Options Exercisable (60-day) | 199,919 (incl. RSUs in group total) | 195,332 |
| Unvested RSUs (#) | 26,584 | 21,692 |
| Unearned PSUs (#) | 62,246 | 54,875 |
| Shares Vested (#) | 31,253 | 44,702 |
| Value Realized on Vesting ($) | 440,225 | 674,110 |
| Deferred Comp Balance ($) | 2,111,585 | 2,645,987 |
Employment Terms
- Start date and role progression: Began Aug 5, 2019 as SVP HR & General Counsel; EVP since Aug 2021 .
- Restrictive covenant (2019 offer): Non‑compete and confidentiality; nine months severance if terminated without cause under that agreement .
- Change‑in‑Control (CIC) Agreement (Jan 26, 2021): Double‑trigger; severance equal to 2x (base salary + target bonus); continued medical/dental (COBRA paid); equity vests in full upon CIC and qualifying termination unless assumed; PSUs convert at target into time‑based RSUs vesting over 3 years .
- Supplemental Benefits Agreement (outside CIC): Severance equal to 1x (base salary + annual target bonus); unvested options (non‑performance) vest; RSUs/PSUs continue per original schedules; continuation of health coverage; non‑competition covenants .
- Illustrative CIC economics as of 6/30/2025:
- Cash severance: $1,251,000 (2x multiple on $417,000 base + 50% target bonus) .
- Aggregate value of vested equity awards: $2,488,350; unvested equity awards: $1,302,405; deferred comp balance: $2,645,987 .
- Clawback policy: Recoup erroneously awarded compensation upon restatement; Board discretion for recovery and discipline .
Compensation Structure Analysis
- Base salary increased 6.4% in FY2025 (to $417,000 set level) reflecting market alignment; all NEO salaries reviewed annually .
- Long‑term equity mix emphasizes PSUs (60%) over RSUs (40%), increasing at‑risk pay tied to Adjusted EBITDA and RONA over multi‑year cycles; caps at 200% for PSUs starting in 2024/2025 awards .
- STIP maintains 80% EBITDA / 20% Net Sales weighting, focusing on profitability and disciplined growth; FY2025 payout at 85.2% of target for Caneris .
- Governance practices: No excise tax gross‑ups, no option repricing, hedging/pledging prohibited; stock ownership and retention guidelines enforced .
Say‑on‑Pay & Shareholder Feedback
- FY2024 say‑on‑pay approval ~98% in favor; Compensation Committee maintained PSU‑heavy LTIP structure and EBITDA/RONA metrics, signaling strong investor support .
Compensation Peer Group (FY2025 benchmarking)
AAON Inc.; Ameresco, Inc.; Broadwind, Inc.; CECO Environmental Corp.; CTS Corporation; Daktronics, Inc.; Eastern Company; Gorman‑Rupp Company; Key Tronic Corporation; Napco Security Technologies, Inc.; Powell Industries, Inc.; Trex Company Inc.; Gibraltar Industries, Inc. added for FY2026 .
Risk Indicators & Red Flags
- Hedging/pledging: prohibited; no pledges executed .
- Tax gross‑ups: none; company policy prohibits new agreements with excise tax gross‑ups .
- Option repricing: prohibited under plans without shareholder approval; company has never repriced options .
- Related‑party transactions: governed by Audit Committee review; no compensation committee interlocks involving NEOs .
Performance Compensation – Detailed Table
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| FY2025 STIP Adjusted EBITDA | 80% | $57.4m | $53.2m | Contributes to 85.2% total payout | Annual cash |
| FY2025 STIP Net Sales | 20% | $558.0m | $564.8m | Contributes to 85.2% total payout | Annual cash |
| FY26–FY28 PSUs Adjusted EBITDA (cumulative) | 50% | 100% of target | — | 50/100/200% payout curve | Cliff vest at 3 years |
| FY26–FY28 PSUs RONA (%) | 50% | 100% of target | — | 50/100/200% payout curve | Cliff vest at 3 years |
| FY2023 PSUs (vested in FY2025) Adjusted EBITDA (cumulative) | 50% | $111.1m | $146.0m | 150% of target | Vested FY2025 |
| FY2023 PSUs (vested in FY2025) RONA (%) | 50% | 13.0% | 23.5% | 150% of target | Vested FY2025 |
Investment Implications
- Alignment: Meaningful equity exposure (options, RSUs, PSUs) with strict ownership/retention guidelines, PSU-heavy LTIP, and EBITDA/RONA performance metrics support long-term value creation and incentive alignment .
- Retention risk: Double‑trigger CIC with 2x salary+bonus, and 1x severance outside CIC with continued vesting, plus non‑compete covenants reduce immediate turnover risk; FY2025 base raise and PSU vesting at max enhance retention incentives .
- Selling pressure: Ongoing RSU vesting and large FY2023 PSU payout (39,131 shares) may create episodic liquidity events; however, retention ratios and ownership guidelines constrain net selling until compliance thresholds are met .
- Trading signals: Governance protections (no hedging/pledging, no repricing, no tax gross‑ups) and strong say‑on‑pay support (98%) indicate shareholder‑friendly policies; PSU metrics tied to EBITDA/RONA suggest sensitivity of future vesting to margin and asset efficiency trends .