Richard Shapiro
ORION ENERGY SYSTEMSAbout Richard A. Shapiro
Richard A. Shapiro, 54, has served on Orion Energy Systems, Inc.’s board since March 2023. He is Founder and Chief Investment Officer of Ridge Run Partners, LLC (since October 2021), and previously was a Portfolio Manager at Millennium Management (2020–2021 and 2007–2011) and Portfolio Manager/Co-Head of Equities at Wexford Capital (2011–2020). He holds an MBA from Georgetown University and a BS in Business Administration from the University of Southern California .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ridge Run Partners, LLC | Founder & Chief Investment Officer | Oct 2021–Present | Family office investing; institutional shareholder perspective |
| Millennium Management | Portfolio Manager (Equities) | 2020–2021; 2007–2011 | Equity investing; hedge fund experience |
| Wexford Capital | Portfolio Manager; Co-Head of Equities; Member of Hedge Fund Investment Committee | 2011–2020 | Led equities; investment committee oversight |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Evolv Technologies Holdings, Inc. | Director | Current | Public company board service |
| Elah Holdings, Inc. | Director | Current | Public company board service |
| Altus Power | Director | Prior | Public company; previously served |
| BBQ Holdings, Inc. | Director | Prior | Public company; previously served |
Board Governance
- Committee memberships: Member, Human Capital Management & Compensation Committee; not currently on Audit & Finance or Nominating & Corporate Governance Committees .
- Chair roles: Not a chair; Compensation Committee chaired by Heather Wishart-Smith .
- Independence: Board determined Shapiro is independent under Nasdaq rules .
- Attendance and engagement: Board met 18 times in fiscal 2025; all directors attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting virtually .
- Tenure and class: Class I director (2023–2026), term expiring 2026 .
Fixed Compensation
- Program structure (non-employee directors): Annual cash retainer $45,000; Board Chair retainer $40,000; Committee chair retainers: Audit $30,000, Compensation $20,000, Nominating $20,000; annual long-term equity award fair value $50,000 vesting ratably over 3 years; 10% voluntary reduction in annual retainer in Q4 FY2025. Fiscal 2026 director restricted stock grants set at 20,000 shares, vesting over 3 years .
- Compensation consultant: Committee did not engage a consultant for director compensation (cost containment) .
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned and Paid in Cash ($) | $20,000 | $43,875 |
| Stock Awards ($) | $30,000 | $30,000 |
| All Other Compensation ($) | $20,000 | $20,000 |
| Total ($) | $70,000 | $93,875 |
Notes:
- “All Other Compensation” represents restricted cash that vests in tandem with restricted stock .
- FY2024 policy set grants as 60% restricted stock ($30k) and 40% restricted cash ($20k) until stock price ≥ $5.00 .
Performance Compensation
- Equity grants: Annual director equity grants vest ratably over three years; no disclosed performance metrics for director equity (time-vesting). Fiscal 2026 independent director grants were set at 20,000 restricted shares each, vesting ratably over 3 years .
- Hedging/pledging prohibited: Robust policy strictly prohibits hedging, pledging, and derivative transactions in company stock by directors .
- Clawback policy: Nasdaq-compliant “no-fault” clawback applies to incentive compensation upon Big R or little r restatements; no indemnification for clawed-back amounts .
| Grant Component | FY2024 | FY2025 | FY2026 |
|---|---|---|---|
| Restricted Stock (fair value or shares) | $30,000; vests over 3 years | $30,000; vests over 3 years | 20,000 shares; vests over 3 years |
| Restricted Cash (tandem with RS) | $20,000; vests with RS | $20,000; vests with RS | Not disclosed for directors |
Other Directorships & Interlocks
| Company | Relationship to OESX | Potential Interlocks/Conflicts |
|---|---|---|
| Evolv Technologies Holdings, Inc. | External public board; unrelated industry | No interlocks disclosed with OESX directors/executives |
| Elah Holdings, Inc. | External public board; investment/holding | No interlocks disclosed with OESX directors/executives |
| Altus Power; BBQ Holdings, Inc. (prior) | Prior public boards | No OESX interlocks disclosed |
Expertise & Qualifications
- Institutional investor perspective; portfolio management and equity analysis expertise .
- Governance experience via multiple public company boards .
- Education: MBA (Georgetown), BS Business Administration (USC) .
Equity Ownership
- Beneficial ownership: 15,626 shares; less than 1% of outstanding; includes 9,174 restricted shares vesting within 60 days of record date (beneficial under SEC rules). OESX had 33,688,163 shares outstanding as of record date .
- Director stock ownership guidelines: Minimum 25,000 shares; newly elected directors have 5 years from election to meet (all directors have satisfied or have time remaining) .
- Anti-hedging/pledging: Strict prohibition for directors .
| Item | Value |
|---|---|
| Shares Beneficially Owned (number) | 15,626 |
| Ownership % of Outstanding | <1% |
| Included in Beneficial Ownership | 9,174 restricted shares vesting within 60 days |
| Shares Outstanding (Record Date basis) | 33,688,163 |
| Director Ownership Guideline | 25,000 shares; 5-year compliance window |
Governance Assessment
- Independence and committee role: Independent director with active role on Compensation Committee that met 5 times in FY2025; Board met 18 times, with strong attendance disclosure (≥75% for all directors) .
- Pay structure and alignment: Director pay mix emphasizes modest cash retainer and equity with three-year vesting; tandem restricted cash used to limit dilution while preserving vesting alignment; FY2025 saw a voluntary 10% retainer reduction in Q4, indicating cost sensitivity .
- Ownership alignment: Shapiro’s disclosed beneficial holdings (15,626 shares) are below the 25,000-share guideline, but he has until March 2028 to comply as a newly elected director; anti-hedging/pledging policy strengthens alignment .
- Compensation oversight signal: Company received 93% say-on-pay approval at the 2024 annual meeting; Compensation Committee did not engage an external consultant for director or executive compensation (cost containment), relying on peer reviews/studies unless circumstances change .
- Conflicts/related parties: No related-party transactions disclosed for Shapiro; disclosed related-person transactions involve family members of an executive (Scott Green), which were reviewed/ratified by the Audit & Finance Committee under established policy .
RED FLAGS to monitor:
- Director ownership below guideline pending compliance timeline; monitor progress toward 25,000 shares by the 5-year deadline .
- Absence of external compensation consultant (for directors/executives) may reduce independent benchmarking rigor; committee notes willingness to engage if circumstances change .