Per Brodin
ORION ENERGY SYSTEMSAbout Per Brodin
J. Per Brodin is Orion Energy Systems’ Chief Financial Officer, Executive Vice President, Chief Accounting Officer and Treasurer (CFO since November 2020; EVP since October 2020). He is a Certified Public Accountant with prior CFO roles at Claire’s Stores (2008–2016), ATI Physical Therapy (2016–2017), Shopko Stores (2017–2019; Shopko filed for voluntary bankruptcy in January 2019 while he was CFO), and interim CFO assignments through Hardesty LLC including KKR-owned Fleet Farm (March–August 2020) . The company set revenue growth and adjusted EBITDA as core incentive metrics for FY2025–FY2026; FY2024 revenue baseline cited was $91 million for long-term performance share goals linked to revenue growth through FY2027 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hardesty LLC | Partner; Interim CFO assignments | Through 2020 | Interim CFO to KKR-owned Fleet Farm (Mar–Aug 2020) |
| Fleet Farm (KKR-owned) | Interim CFO | Mar 2020–Aug 2020 | KKR-owned regional retailer; interim finance leadership |
| Shopko Stores | Chief Financial Officer | Dec 2017–Apr 2019 | Company filed voluntary bankruptcy in Jan 2019 while he was CFO |
| ATI Physical Therapy | Chief Financial Officer | Sep 2016–2017 | CFO of national physical therapy provider |
| Claire’s Stores, Inc. | Chief Financial Officer | Feb 2008–Aug 2016 | Former NYSE-listed global specialty retailer; long-tenured CFO |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public-company board roles disclosed in proxy biographies |
Fixed Compensation
Multi-year summary of reported compensation (ASC 718 grant-date fair values; USD):
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 380,000 | 372,692 | 375,615 |
| Annual Bonus ($) | 0 | 27,500 | 0 |
| Stock Awards ($) | 222,615 | 342,000 | 342,000 |
| Option Awards ($) | — | — | — |
| All Other Compensation ($) | 51,667 | 87,767 | 86,100 |
| Total ($) | 654,282 | 829,959 | 803,715 |
Annual target bonus levels:
| Fiscal Year | Target Bonus ($) | Target as % of Base Salary |
|---|---|---|
| FY2024 | 190,000 | 50% |
| FY2025 | 190,000 | 50% |
| FY2026 | 171,000 | 50% |
Performance Compensation
Annual cash bonus design, targets, actuals, and payout decisions:
FY2024 bonus program (company budget-based targets; payouts at threshold/target/max):
| Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA (post-bonus) | 50% | $3.1m | Below threshold | 0% | — |
| Revenue | 30% | $114m | Below threshold | 0% | — |
| Strategic: EV/OMS Revenue (subject to profitability) | 20% | $31.5m | Threshold achieved; not profitable | Discretionary threshold bonus paid $27,500 to Brodin | Cash bonus paid despite profitability shortfall |
FY2025 bonus program (three metrics):
| Metric | Weighting | Target Framework | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA (post-bonus) | 50% | Board-approved budget | Did not meet threshold | 0% | — |
| Revenue | 30% | Board-approved budget | Did not meet threshold | 0% | — |
| Combined EV/OMS Revenue | 20% | Board-approved budget | Did not meet threshold | 0% | — |
FY2026 bonus program (two equally weighted metrics):
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Revenue Growth | 50% | Committee-set FY2026 goals | — | — | Payout capped at 150% of Brodin’s base salary; CEO at 200% |
| Adjusted EBITDA | 50% | Committee-set FY2026 goals | — | — | Special $100k CEO stretch bonus if revenue ≥$100m |
Long-term equity incentives:
FY2024 time-vesting award (converted at $1.55):
| Grant Date | Time-Vesting Value ($) | RS Stock ($)/Shares | Restricted Cash ($) | Vesting |
|---|---|---|---|---|
| 6/10/2022; 8/15/2023 (FY2024 awards) | 285,000 | 171,000 / 110,323 | 114,000 | Pro rata over 3 years, employment-contingent |
FY2025 time- and performance-vesting awards (converted at $1.09):
| Grant Type | Value at Target ($) | RS Stock ($)/Shares | Restricted Cash ($) | Value at Max ($) | RS Stock at Max ($)/Shares | Restricted Cash at Max ($) |
|---|---|---|---|---|---|---|
| Time-vesting | 285,000 | 171,000 / 156,881 | 114,000 | — | — | — |
| Performance-vesting | 285,000 | 171,000 / 156,881 | 114,000 | 427,500 | 256,500 / 235,321 | 171,000 |
FY2026 grants:
| Award | Shares/Units | Vesting | Notes |
|---|---|---|---|
| Restricted Stock | 100,000 shares | Pro rata annually over 3-year employment period | No FY2026 performance shares due to share availability and low stock price |
| Stock Price Performance Options | 125,000 options | One-third vesting upon sustained share price thresholds of $3.00 / $4.00 / $5.00, employment-contingent | Price hurdles measured on 5-day average close |
Equity vesting realized in FY2025:
| Name | RSU Shares Vested (#) | Value Realized ($) |
|---|---|---|
| J. Per Brodin | 78,903 | 79,159 |
Outstanding equity at FY2025 year-end (as of 3/31/2025; closing price $0.72):
| Name | Unvested Stock (#) | Market Value ($) | Unearned Performance Shares (#) | Payout Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| J. Per Brodin | 255,273 | 183,797 | 442,204 | 318,387 | 24,840 vested 6/10/2025; 73,549 vests Aug 15, 2025 & 2026; 156,881 vests Jun 11, 2025–2027; performance shares may vest Aug 15, 2026 (≤165,484) and Jun 11, 2027 (≤235,321) on revenue-growth goals |
Equity Ownership & Alignment
Stock ownership guidelines and beneficial ownership:
| Item | FY2024 | FY2025 |
|---|---|---|
| Required shares under guidelines | 38,077 | 38,077 |
| Shares beneficially owned | 167,039 (less than 1%) | 244,172 (less than 1%); includes 52,294 restricted shares vesting within 60 days |
| Guideline compliance | Executives have satisfied or have time to comply | Executives have satisfied or have time to comply |
| Hedging/pledging | Strict prohibition on hedging and pledging for officers/directors | Strict prohibition on hedging and pledging for officers/directors |
Stock ownership policy allows counting shares acquired via awards and net shares retained upon vesting toward guidelines; newly promoted executives have up to five years to comply . The company maintains a robust anti-hedging and anti-pledging policy for officers/directors .
Employment Terms
Key severance and change-of-control economics:
| Executive | Pre-CoC Severance | CoC Severance | Trigger | Non-compete/Confidentiality | Excise Tax Gross-up |
|---|---|---|---|---|---|
| J. Per Brodin | 1× salary + average of prior 3 years’ bonuses; pro rata current-year bonus; COBRA premiums; partial acceleration of equity vesting (awards vesting within 2 years) | 2× salary + average bonus | Double-trigger | Yes | No; cut-back vs pay-in-full best after-tax |
Payments upon termination (estimated assuming event on 3/31/2025; CoC assumes acceleration to maximum for performance shares and restricted cash cashed out at $0.72):
| Scenario | Severance ($) | Pro Rata Target Bonus ($) | Benefits ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Without Cause or for Good Reason | 342,000 | 9,167 | 45,000 | 295,101 | 691,268 |
| Without Cause/Good Reason in Connection with CoC | 684,000 | 171,000 | 45,000 | 842,283 | 1,742,283 |
Equity plan CoC terms: automatic vesting of unvested restricted stock and performance shares at target; committee may accelerate/exercise or cash out options; CoC defined as ≥20% acquisition, hostile board election, merger with <50% successor equity to current shareholders, liquidation or asset sale .
Clawback policy: Nasdaq-compliant executive compensation clawback adopted .
Compensation Structure Analysis
- Cash vs equity mix remained high in equity weighting: FY2025 stock awards $342k with $0 cash bonus due to missed thresholds; “all other compensation” primarily restricted cash linked to RS vesting and $12k auto allowance ($74k restricted cash for Brodin in FY2025) .
- Shift to price-hurdle stock options in FY2026 for non-CEO NEOs introduces higher performance sensitivity; Brodin received 125,000 price performance options vesting only at $3/$4/$5 sustained levels and 100,000 time-vesting RS; no FY2026 performance shares were granted due to share availability/low stock price .
- Governance enhancements: tiered bonus program replaced prior “all-or-nothing” design; anti-hedging/pledging and clawback policies in place; stock ownership guidelines enforced .
- Peer benchmarking referenced: LSI Industries and Acuity used as closest lighting peers to calibrate FY2025 packages; NEO base salaries held flat in FY2025 and cut by 10% in Q4 FY2025 due to underperformance .
Risk Indicators & Red Flags
- Prior bankruptcy: Shopko Stores filed voluntary bankruptcy in January 2019 during Brodin’s CFO tenure .
- Discretionary bonuses: FY2024 threshold EV/OMS revenue bonuses paid despite not achieving profitability and missing other metrics ($27,500 to Brodin) .
- Anti-pledging: Policy prohibits pledging/hard hedges, reducing alignment risks (no pledging arrangements permitted) .
- No excise tax gross-ups: CoC agreements avoid gross-ups; utilize cut-back vs pay-in-full best-after-tax approach .
Equity Ownership & Alignment Details
| Ownership Metric | Value |
|---|---|
| Beneficial ownership as % of outstanding | Less than 1% in FY2024 and FY2025 |
| Shares counted toward guideline | Awards, net shares retained, direct purchases allowed |
| Vested vs unvested at FY2025 YE | 255,273 unvested time-based; up to 442,204 unearned performance shares tied to revenue growth through FY2027 |
| Hedging/derivatives prohibited | Yes (puts/calls/derivatives) |
| Pledging prohibited | Yes |
Employment Contracts & Restrictive Covenants
- Severance (pre-CoC): 1× salary + average bonus; pro rata bonus; COBRA premiums; partial equity acceleration (awards vesting within 2 years) .
- Severance (CoC): 2× salary + average bonus; double-trigger; guarantees for base salary and bonus opportunity post-CoC; benefits maintained at least equal in aggregate to pre-CoC .
- Non-compete and confidentiality: Yes .
- Clawback: Nasdaq-compliant clawback policy adopted .
- Anti-hedging/pledging: Strict prohibition .
Performance & Track Record
- Long-term incentive alignment to revenue growth: FY2025 performance shares vest based on achieving 25–50% revenue growth in FY2027 vs $91m FY2024 baseline .
- FY2025 no cash bonus paid due to missing all metrics; salary reductions implemented in Q4 to contain costs .
Compensation Peer Group
- Public peers referenced: LSI Industries and Acuity used to benchmark FY2025 executive packages; committee held salaries flat and later cut 10% amid underperformance .
Say-on-Pay & Governance
- Board recommended approval of NEO compensation and utilizes tiered bonus design to reduce compensation-related risk; compensation committee independent; interlocks and insider participation disclosures note no related conflicts .
Investment Implications
- Alignment: Brodin’s FY2026 package leans into equity with stringent price hurdles ($3/$4/$5), which tightly aligns pay with shareholder returns; stock ownership guidelines and anti-hedging/pledging further support alignment .
- Retention risk: Significant unvested time-based and performance shares extend through 2027, creating strong retention levers; pre-/post-CoC severance and partial equity acceleration mitigate departure risk but maintain double-trigger discipline .
- Selling pressure: FY2025 RSU vesting (78,903 shares; ~$79k) indicates ongoing supply from scheduled vesting; no option exercises reported in FY2025 .
- Governance quality: Tiered bonus design and clawback policy are positives; discretionary bonuses paid in FY2024 despite profitability shortfall merit monitoring of compensation committee discretion vs performance outcomes .
- Background risk: Prior CFO tenure at a company that entered bankruptcy (Shopko) is a data point for diligence but not determinative; long-tenured retail CFO experience and CPA credential are positives for financial execution .