Wilfred T. O'Gara
About Wilfred T. O’Gara
Independent Chairman of the Board at LSI Industries (LYTS), age 68, director since January 1999 and appointed Chairman in August 2018. He is Managing Director of Buffalo Fork Holdings, LLC (investment company) and previously served as CEO of Isoclima SpA (2017–2018) and President/CEO (2003–2017) and Vice Chairman (2016–2017) of The O’Gara Group (security/defense). The Board designates him an “audit committee financial expert” under SEC guidelines and affirms his independence per Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Isoclima SpA | Chief Executive Officer | Jul 2017–Aug 2018 | Led a producer of transparent armor and specialized glass/polycarbonate products . |
| The O’Gara Group | President & Chief Executive Officer | 2003–2017 | Security and defense-related firm leadership . |
| The O’Gara Group | Vice Chairman | 2016–Jul 2017 | Oversight during transition period . |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Buffalo Fork Holdings, LLC | Managing Director | Current | Investment company leadership . |
Board Governance
- Roles: Independent Chairman; Executive Committee (Chair); Nominating & Corporate Governance Committee (member). Not on Audit or Compensation Committees .
- Independence: Board determined O’Gara is independent under Nasdaq standards .
- Attendance: Board held 5 meetings in FY2025; each director attended at least 75% of Board/committee/independent director meetings; all directors attended the 2024 annual meeting (same expectation reiterated for 2025) .
- Committee activity: Executive Committee (O’Gara as Chair) did not meet in FY2025; Nominating & Corporate Governance Committee (Beech – Chair; Hanson; O’Gara) met 5 times in FY2025 .
- Executive sessions: Independent directors met in executive session at the end of certain Board and committee meetings (without management) .
- Say-on-Pay context: 98% approval at 2024 annual meeting, indicating strong shareholder support for compensation governance .
Fixed Compensation (Director)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees earned or paid in cash (O’Gara) | $125,000 | $125,000 |
| Stock awards (O’Gara) | $75,000 (quarterly common share grants) | $75,000 (quarterly common share grants) |
| Total (O’Gara) | $200,000 | $200,000 |
| Standard non-employee annual compensation (policy) | $135,000; $75,000 equity, balance cash | $135,000; $75,000 equity, balance cash |
| Chairman of the Board annual retainer (policy) | $65,000 | $50,000 |
| Committee Chair retainers (policy) | Audit $20,000; Comp $15,500; N&CG $13,500 | Audit $17,500; Comp $15,500; N&CG $13,500 |
| Announced change effective FY2026 | — | Increase equity portion by $15,000; cash by $10,000 |
Notes:
- LYTS does not pay meeting fees; employee-directors receive no director pay .
Performance Compensation (Director)
- Non-employee director equity is delivered as quarterly common share grants as part of the retainer; there are no performance-conditional metrics for director equity .
- Hedging/pledging prohibited for directors; Company states no Board member engaged in hedging or pledging transactions .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in LYTS 2025 and 2024 proxies for O’Gara . |
| Committee interlocks | Proxy discloses no Compensation Committee interlocks; O’Gara is not on the Compensation Committee . |
Expertise & Qualifications
- Audit Committee Financial Expert (SEC designation) .
- Background leading defense/security manufacturing and specialty materials businesses; managing director of an investment firm .
- Governance leadership as independent Chairman; tenure since 1999 provides deep company knowledge .
Equity Ownership
| Metric | As of Sept 10, 2024 | As of Sept 9, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 114,422 | 115,937 |
| Percent of outstanding | <1% | <1% |
| Director stock ownership guideline | 3x annual retainer (FY2024 policy) | 5x annual cash retainer (FY2025 policy); all non-employee directors in compliance |
| Hedging/pledging | Prohibited; no pledging/hedging by Board members reported | Prohibited; no pledging/hedging by Board members reported |
| Section 16(a) filing status | All filing requirements met in FY2024 | All filing requirements met in FY2025 |
Governance Assessment
-
Positives
- Independent Chairman with financial expertise enhances oversight; Board affirms independence .
- Strong shareholder support for compensation governance (98% Say-on-Pay in 2024) .
- Robust director ownership standards increased to 5x cash retainer in 2025; hedging/pledging prohibited and not used by directors, aligning incentives .
- Consistent attendance (≥75%) across directors and use of independent executive sessions .
-
Watch items
- Very long tenure (since 1999) can raise independence/perception questions for some investors despite formal independence; continued refreshment through committee composition and skills mix is relevant .
- Executive Committee (which O’Gara chairs) did not meet in FY2025; while not necessarily problematic, investors may monitor how Board workload is distributed across committees .
-
Conflicts/related-party exposure
- Proxy outlines related-party review policy; no related person transactions or Compensation Committee interlocks involving O’Gara are disclosed .