Heather Wishart-Smith
ORION ENERGY SYSTEMSAbout Heather Wishart-Smith
Heather L. Wishart-Smith, 51, has served as an independent director of Orion Energy Systems (OESX) since August 2023. She holds B.S. and M.S. degrees in Civil Engineering from the University of Virginia and is a licensed Professional Engineer, Project Management Professional, and LEED AP BD+C; she is NACD Directorship Certified and a Fellow of both ASCE and SAME, with prior service as a U.S. Navy Civil Engineer Corps officer (including Camp David) . Her background includes senior roles at Jacobs Solutions Inc. (SVP Technology & Innovation; regional and federal sector leadership) and earlier roles at KBR, with deep expertise in innovation, operations, and M&A across engineering and industrial markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jacobs Solutions Inc. | Senior Vice President, Technology & Innovation; regional and federal sector leadership | 2005–May 2022 | Led global innovation strategy, accelerators, corporate venture; managed large design programs and turnarounds |
| KBR, Inc. | Various roles of increasing responsibility | Not disclosed | Engineering and operations experience |
| U.S. Navy Civil Engineer Corps | Officer; service at Presidential Retreat, Camp David | Not disclosed | Operational leadership; federal facilities management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Group PMX, LLC | Board Director | Current | Advisor to AEC sector; profile confirms board role and VC advisory |
| Blockchain Founders Fund | Advisory Committee Member | Current | VC advisory role |
| JS Global (White Wolf Capital portfolio) | Advisory Board | Current | Announced Feb 2023 |
| Forbes | Contributor (Innovation) | Since 2020 | Forbes page lists board roles at Orion and Group PMX |
Board Governance
- Independence: Board determined Wishart-Smith is independent under Nasdaq Capital Market standards .
- Tenure & Class: Class I director (2023–2026 term) .
- Committee assignments:
- Compensation Committee: Chair; met 5 times in FY2025; did not engage a compensation consultant for FY2025 or FY2026 (cost containment) .
- Audit & Finance Committee: Member; each member designated an “audit committee financial expert”; met 4 times in FY2025 .
- Nominating & Corporate Governance Committee: Member; met 4 times in FY2025 .
- Attendance: Board met 18 times in FY2025 (4 mandatory, 14 optional); all directors attended at least 75% of board and committee meetings on which they served .
- Anti-hedging/anti-pledging policy: Strict prohibition on hedging, derivatives, and pledging of company stock for officers/directors .
Committee activity counts (FY2025):
| Committee | FY2025 Meetings |
|---|---|
| Compensation | 5 |
| Audit & Finance | 4 |
| Nominating & Corporate Governance | 4 |
Fixed Compensation (Director)
| Component | FY2025 Amount |
|---|---|
| Annual Board Retainer (cash) | $45,000 program; independent directors voluntarily reduced retainers by 10% in Q4 FY2025 |
| Committee Chair Retainers | Compensation Committee Chair: $20,000 |
| Equity Grant (grant-date fair value) | $30,000 (restricted stock, vesting ratably over 3 years) |
| Restricted Cash (tandem with RS vesting) | $20,000 (vests in tandem with RSUs) |
| Total FY2025 Director Compensation (Wishart-Smith) | $93,875 (Cash fees $43,875; Stock awards $30,000; Other $20,000) |
Performance Compensation (Director)
- Structure: Annual restricted stock grants vest ratably over 3 years; director equity awards are time-based, with no disclosed performance metrics for director compensation .
- Compensation Committee practices: Committee emphasizes pay-for-performance for executives and uses revenue and adjusted EBITDA metrics; directors’ pay reviewed annually by this committee (Wishart-Smith as Chair) .
Performance metric table (Director-specific):
| Metric | FY2025 | FY2026 |
|---|---|---|
| Director equity performance metrics | None disclosed (time-based vesting only) | None disclosed (time-based vesting; FY2026 director RS grants limited to 20,000 shares due to share availability) |
| Executive incentive metrics (context, set by her committee) | Adjusted EBITDA (50% weight), Revenue (30%), EV/OMS Revenue contingent on profitability (20%) | Adjusted EBITDA (50%), Revenue (50%); tiered thresholds/targets/max |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Group PMX, LLC | Private | Board Director | No OESX-related transactions disclosed |
| Blockchain Founders Fund | Private VC | Advisory Committee | No related-party transactions disclosed |
| JS Global | Private | Advisory Board | No related-party transactions disclosed |
- No Item 404 related-party transactions reported for compensation committee members in FY2025; committee interlocks: none .
Expertise & Qualifications
- Engineering/industrial expertise merging technology and innovation; global operations, M&A, and strategy; NACD Directorship Certified; P.E., PMP, LEED AP BD+C; Fellow of ASCE and SAME; National Academy of Construction .
- Audit committee financial expertise designation (committee-level) .
Equity Ownership
Ownership snapshot (Record Date: June 10, 2025):
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Heather L. Wishart-Smith | 36,805 | <1% | Includes 3,008 RS vesting within 60 days and 16,025 held by trust |
Director ownership guidelines:
- Non-employee directors must own ≥25,000 shares; company states all non-employee directors have either met the guideline or have time to comply (five-year window) . Wishart-Smith’s beneficial ownership exceeds 25,000 shares .
Insider trades (Form 3/4) — alignment signals:
| Transaction Date | Type | Shares | Price | Direct/Indirect | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2023-08-10 | Form 3 | — | — | — | — | |
| 2023-08-15 | Award (RS) | 19,355 | $0 | — | 19,355 | |
| 2023-11-10 | Award (RS) | 5,859 | $0.96 | — | 25,214 | |
| 2024-02-12 | Award (RS) | 5,461 | $0 | — | 30,675 | |
| 2024-06-11 | Award (RS) | 27,523 | $0 | — | 58,198 | |
| 2024-06-12 | Purchase | 9,025 | $1.1099 | — | 67,223 | |
| 2024-06-12 (amended filed 2025-02-19) | Purchase | 9,025 | $1.1099 | Indirect | 9,025 (trust) | |
| 2025-02-14 | Purchase | 7,000 | $0.7998 | Indirect | 16,025 (trust) | |
| 2025-07-01 | Award (RS) | 20,000 | $0 | Direct | 78,198 |
Restricted stock holdings context:
- As of March 31, 2025, Wishart-Smith held 21,928 shares of restricted Common Stock (time-based vesting) .
- Director equity grants vest ratably over 3 years; FY2026 grants limited to 20,000 shares per independent director due to plan share availability and stock price .
Governance Assessment
- Board effectiveness: Wishart-Smith holds key governance roles (Compensation Chair; Audit & Finance; Nominating & Governance), signaling strong involvement and oversight. Committee independence affirmed; audit committee members are financial experts .
- Pay practices oversight: As Compensation Chair, she led a 93% “say-on-pay” supportive outcome in 2024 and maintained cost discipline by foregoing external compensation consultants for FY2025–FY2026; executive incentives emphasize adjusted EBITDA and revenue with capped payouts and tiered thresholds .
- Alignment: Personal open-market purchases (February 2025, June 2024) and beneficial ownership above the 25,000-share director guideline strengthen skin-in-the-game; company prohibits hedging and pledging for directors .
- Independence & attendance: Independence affirmed; board and committee attendance at ≥75%; high meeting cadence (18 board meetings in FY2025) demonstrates engagement .
- Conflicts/related-party exposure: No Item 404 related-party transactions disclosed for compensation committee members; no transactions disclosed involving her external roles; related-person transactions disclosed pertain to Green family members, not Wishart-Smith .
- Signals for investor confidence: Governance rigor via clawback policy (Nasdaq-compliant), anti-hedging/pledging policy, and committee structures; director equity is time-based, avoiding performance metric gaming; positive insider purchases support alignment .
RED FLAGS
- None disclosed specific to Wishart-Smith: no low attendance, no hedging/pledging, no related-party transactions involving her, no consultant conflicts; compensation oversight maintained without external consultant for cost containment .