Ellen Richstone
ORION ENERGY SYSTEMSAbout Ellen B. Richstone
Ellen B. Richstone, 73, has served as an independent director of Orion Energy Systems, Inc. since May 2017 and is the Audit & Finance Committee Chair. She is a former CFO of several public and private companies (1989–2010), including Rohr Aerospace, and previously served as President & CEO of Entrepreneurial Resources Group (2002–2004). She sits on and chairs audit committees at Cognition Therapeutics, Inc. and Superior Industries International, and is on the NACD New England board; prior public boards include American Power Conversion (financial expert, 2003–2007), Everyware Global, Parnell Pharmaceuticals Holdings Ltd., and eMagin Inc. Her credentials include degrees from Scripps College and the Fletcher School (Tufts), Advanced Professional Certificate in Finance from NYU, Cornell executive program, ACCD Platinum Executive Master’s Certification, NACD Fellow (2018), Directorship 100 (2020), and the 2023 Boston Business Journal CFO Lifetime Achievement award .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rohr Aerospace | Chief Financial Officer | 1989–2010 (CFO roles across several tech companies) | Financial leadership at Fortune 500/technology companies |
| Entrepreneurial Resources Group | President & CEO | 2002–2004 | Executive leadership |
| American Power Conversion | Director (Financial Expert) | 2003–2007 | Served as board financial expert; company sold in 2007 |
| Everyware Global | Director | n/a | Company taken private |
| Parnell Pharmaceuticals Holdings Ltd. | Director | n/a | Company taken private |
| eMagin Inc. | Director | Through 2023 | Company taken private in 2023 |
External Roles
| Organization | Role | Committee/Chair | Status |
|---|---|---|---|
| Orion Energy Systems, Inc. (OESX) | Director | Audit & Finance Chair; Comp Committee Member; Nominating & Corporate Governance Member | Current |
| Cognition Therapeutics, Inc. | Director | Audit Committee Chair | Current |
| Superior Industries International | Director | Audit Committee Chair | Current |
| NACD New England | Board Member | — | Current |
Board Governance
- Independence: Board determined Richstone is independent under Nasdaq Capital Market standards .
- Board meetings/attendance: Board met 18 times in fiscal 2025; all directors attended at least 75% of mandatory board and relevant committee meetings. All then-serving directors attended the 2024 annual meeting virtually .
- Committee structure and activity:
- Audit & Finance: Members Richstone (Chair), Wishart-Smith, Otten; all are SEC-defined “audit committee financial experts”; met 4 times in fiscal 2025; oversees financial reporting, internal controls, auditor independence, related-party transactions, and capital structure .
- Compensation: Members Wishart-Smith (Chair), Richstone, Otten, Shapiro; met 5 times in fiscal 2025; administers incentive plans, sets exec comp, reviews director comp, and talent engagement policies .
- Nominating & Corporate Governance: Members Otten (Chair), Richstone, Wishart-Smith; met 4 times in fiscal 2025; handles director nominations, board continuity, and governance actions .
- Auditor oversight: Audit & Finance Committee reviewed FY2025 financials, PCAOB/SEC matters, and auditor independence; recommended inclusion of audited FY2025 financials in the Form 10-K. FY2025 audit fees billed by BDO: $840,880; FY2024: $892,979 .
Fixed Compensation
- Policy (FY2025): Annual cash retainer $45,000; annual equity-based award grant-date fair value $50,000 vesting over 3 years; Board Chair retainer $40,000; Audit & Finance Chair $30,000; Compensation Chair $20,000; Nominating & Corporate Governance Chair $20,000. Q4 FY2025: independent directors voluntarily agreed to a 10% reduction in annual retainer. Due to limited share availability and low stock price, FY2026 independent director restricted stock grants were set at 20,000 shares, vesting ratably over three years .
- Ownership guidelines: Minimum 25,000 shares; all non-employee directors have either met the guideline or have time remaining to comply .
- Historical structure note: Until stock price exceeds $5.00, long-term equity awards to non-employee directors are structured as 60% restricted stock and 40% restricted cash vesting in tandem; retainers payable only in cash during this period .
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Fees Earned and Paid in Cash ($) | $75,000 | $75,000 | $75,000 | $73,125 |
| Stock Awards ($) | $49,999 | $49,998 | $30,000 | $30,000 |
| All Other Compensation ($) | $9,180 | $5,400 | $20,000 | $20,000 |
| Total ($) | $134,179 | $130,398 | $125,000 | $123,125 |
| FY 2026 Director Grant | Shares |
|---|---|
| Restricted Stock Grant (vesting over 3 years) | 20,000 |
Performance Compensation
- No performance metric-linked compensation for non-employee directors is disclosed; director pay comprises cash retainers and time-based restricted stock (with restricted cash component when stock price is below $5), with multi-year vesting and no TSR/EBITDA/ESG performance targets specified .
Other Directorships & Interlocks
- Compensation Committee interlocks and insider participation: No relationships requiring Item 404 disclosure and no executive officer cross-director or compensation committee interlocks during FY2025. Members are and have been non-employees of OESX .
Expertise & Qualifications
- Financial expertise: SEC-defined audit committee financial expert; extensive CFO experience in technology and Fortune 500 environment .
- Education/credentials: Scripps College; graduate degrees from Fletcher School (Tufts); NYU Advanced Professional Certificate in Finance; Cornell executive program; ACCD Platinum Executive Master’s Certification; NACD Fellow (2018); NACD Certified Director (2024) .
- Recognition: Directorship 100 (NACD, 2020); Corporate Directors Group Distinguished Director Award (2013); Boston Business Journal CFO Lifetime Achievement (2023) .
Equity Ownership
| Item | Value |
|---|---|
| Total Beneficial Ownership (shares) | 282,406 |
| Ownership as % of Shares Outstanding | <1% |
| Shares Outstanding (Record Date) | 33,688,163 |
| Restricted Common Stock vesting within 60 days | 9,174 |
| Restricted Common Stock held as of 3/31/2025 | 48,071 |
| Stock Ownership Guideline | 25,000 shares (compliance met or within allowed timeframe) |
| Hedging/Pledging | Strict prohibition against hedging, options, and pledging company stock |
Recent Insider Trades (Form 4)
| Transaction Date | Type | Shares | Price ($) | Post-Transaction Ownership | Citation |
|---|---|---|---|---|---|
| 2024-06-11 | Award (Common Stock) | 27,523 | 0.00 | 236,784 | |
| 2024-06-14 | Purchase | 20,000 | 1.145 | 256,784 | |
| 2025-02-14 | Purchase | 10,000 | 0.820 | 266,784 | |
| 2025-02-18 | Purchase | 13,000 | 0.836 | 279,784 | |
| 2025-02-19 | Purchase | 13,000 | 0.837 | 292,784 | |
| 2025-02-20 | Purchase | 874 | 0.883 | 293,658 | |
| 2025-02-21 | Purchase | 20,000 | 0.911 | 313,658 | |
| 2025-07-01 | Award (Common Stock) | 20,000 | 0.00 | 333,658 |
Insider activity shows consistent open-market purchases at sub-$1 prices and ongoing equity awards, increasing total holdings — a strong alignment signal for investors [ReadFile: /tmp/insider_trades_20251120_022209.json].
Governance Assessment
- Board effectiveness and independence: Richstone chairs the Audit & Finance Committee, is deemed independent by Nasdaq standards, and the board maintains high meeting frequency with at least 75% attendance by all directors — supportive of oversight quality .
- Compensation structure and alignment: Director pay relies on cash retainers and time-based equity with a restricted cash component when the stock trades below $5; FY2025 saw a voluntary 10% retainer reduction and FY2026 grants limited to 20,000 shares due to share availability and low stock price — signaling cost discipline and dilution sensitivity .
- Ownership alignment and trading signals: Richstone’s beneficial ownership of 282,406 shares (<1%) and repeated open-market purchases in 2024–2025 reinforce skin-in-the-game; hedging and pledging are strictly prohibited by policy .
- Conflicts and related-party exposure: No Item 404 related-party relationships or compensation committee interlocks disclosed; audit committee actively pre-approves auditor services and oversees related-party transactions — low conflict risk profile .
- Shareholder feedback: Say-on-pay approval at 93% in 2024 suggests broad investor support for compensation practices .
Red Flags
- Time commitments: Simultaneous audit committee chair roles across multiple public companies (OESX, Cognition Therapeutics, Superior Industries) can increase workload; continued strong attendance and oversight mitigate the concern, but it remains a monitoring point for portfolio managers .