Scott Green
ORION ENERGY SYSTEMSAbout Scott Green
Scott A. Green is President and Chief Operating Officer of Orion Energy Systems (OESX). He has served as executive vice president since August 2016, was COO from May 2017 to November 2021, and became President of Orion Services Group in November 2021; prior to OESX he led Harris Manufacturing/Harris LED, joining OESX via the July 2013 acquisition . He is 66 years old (as of June 15, 2024) and holds a B.S. in business from Central Michigan University . Recent company performance context shows negative net income and weak TSR over FY2023–FY2025, a backdrop shaping pay-for-performance design and outcomes .
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Company TSR – value of initial $100 | $72.50 | $31.07 | $26.79 |
| Net Income ($mm) | $(34.3) | $(11.7) | $(11.8) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Orion Energy Systems (OESX) | Executive Vice President | Aug 2016–present | Senior leadership across operations/services |
| Orion Energy Systems (OESX) | Chief Operating Officer | May 2017–Nov 2021 | Led operations during services ramp |
| Orion Energy Systems (OESX) | President, Orion Services Group | Nov 2021–present | Expanded services offering |
| Orion Energy Systems (OESX) | Division President (Innovation/Project Eng./Construction Mgmt.) | Jul 2015–Aug 2016 | Oversaw engineering & construction |
| Orion Energy Systems (OESX) | Division President, Orion Engineered Systems | Feb 2014–Jul 2015 | Led engineered solutions |
| Orion Energy Systems (OESX) | Division President, Harris Lighting | Jul 2013–Feb 2014 | Integrated acquired Harris businesses |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Harris Manufacturing, Inc. / Harris LED, LLC | Chief Executive Officer | Jun 1997–Jan 2011 | Led the company prior to OESX acquisition |
| Harris Manufacturing, Inc. / Harris LED, LLC | Executive Vice President | Jan 2011–Jul 2013 | Senior leadership through acquisition by OESX |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $380,000 | $372,692 | $375,615 |
| Bonus ($) | — | $27,500 | $0 (no bonuses paid company-wide) |
| Stock Awards ($) | $330,915 | $342,000 | $342,000 |
| Option Awards ($) | — | — | — |
| Non-Equity Incentive ($) | — | — | — |
| All Other Compensation ($) | $131,539 | $100,751 | $97,023 |
| Total Compensation ($) | $842,454 | $842,944 | $814,638 |
- FY2025 “All Other Compensation” includes $79,367 of restricted cash vesting in tandem with restricted stock, $12,000 automobile allowance, and $5,656 in life/disability insurance premiums .
Performance Compensation
Annual Bonus Programs
| Year | Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| FY 2025 | Adjusted EBITDA (post-bonus) | 50% | $1.8mm | Below threshold | 0% |
| FY 2025 | Revenue | 30% | $107mm | Below threshold | 0% |
| FY 2025 | Strategic EV/OMS Revenue (profitable precondition) | 20% | $31.5mm | Below threshold | 0% |
| FY 2026 | Adjusted EBITDA | 50% | Not disclosed | TBD | TBD |
| FY 2026 | Revenue (with positive adj. EBITDA requirement) | 50% | Not disclosed | TBD | TBD |
- FY2025 bonuses were not paid due to failure to meet threshold performance across all metrics .
- FY2026 bonus design introduces tiered thresholds and caps (max 150% of base for non-CEO NEOs) to moderate risk .
Long-Term Incentives
| Grant Year | Instrument | Terms | Quantity/Value |
|---|---|---|---|
| FY 2025 (time-vesting) | Restricted Stock + Restricted Cash | 3-year pro-rata vesting; 60% stock / 40% cash | $171,000 RS / 156,881 shares; $114,000 cash |
| FY 2025 (performance) | Performance Shares + Restricted Cash | Vest based on three-year revenue growth vs FY2024 ($91mm); 60% stock / 40% cash | Target: $171,000 RS / 156,881 shares; $114,000 cash. Max: $256,500 RS / 235,321 shares; $171,000 cash |
| FY 2026 (time-vesting) | Restricted Stock | 3-year pro-rata vesting; fixed-share grants due to plan share limits and low stock price | 150,000 shares |
| FY 2026 (performance options) | Stock Price Performance Options | Vest one-third at $3.00, $4.00, $5.00; 5-day average closes; employment condition | 125,000 option shares |
Vesting and Realization
| Item | Quantity | Date(s) | Notes/Value |
|---|---|---|---|
| Restricted Stock – vested FY2025 | 88,546 shares | Various in FY2025 | Value realized $89,643 |
| Outstanding RS (as of 3/31/2025) | 271,832 shares | – | Market value $195,719 at $0.72 close |
| Performance Shares – potential vest | Up to 165,484 | Aug 15, 2026 | Based on three-year revenue goal & employment |
| Performance Shares – potential vest | Up to 235,321 | Jun 11, 2027 | Based on three-year revenue goal & employment |
| Price-Performance Options | 125,000 option shares | Vest upon $3/$4/$5 triggers | Vesting tied to 5-day avg closes; employment required |
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 643,321 |
| Ownership (% of 33,688,163 outstanding) | 1.9% |
| Shares vesting within 60 days of record date | 52,294 restricted shares included |
| Executive Ownership Guideline – Required # shares | 38,077 |
| Compliance status | Meets or exceeds requirement |
| Anti-hedging/pledging policy | Strict prohibition on hedging/pledging by officers/directors |
- Executive stock ownership guidelines and actual holdings indicate strong alignment; newly appointed/promoted executives have five years to comply, but Scott Green exceeds his required share level .
- Company maintains a Nasdaq-compliant clawback policy applicable to equity and cash compensation .
Employment Terms
| Provision | Pre–Change of Control | Post–Change of Control |
|---|---|---|
| Severance multiple | 1× salary + average bonus | 2× salary + average bonus |
| Trigger type | Qualifying termination (without cause/for good reason) | Double-trigger (termination without cause/for good reason following CoC) |
| Bonus treatment | Pro rata target bonus for year of termination | Pro rata target bonus; guaranteed comp terms post-CoC |
| Equity acceleration | Vesting acceleration for awards vesting within two years post-termination | Automatic vesting of unvested RS/PS at target; committee may accelerate/options cashed out |
| Excise tax gross-up | None; cutback or pay in full—best after-tax outcome | |
| Restrictive covenants | Non-compete and confidentiality required |
Estimated payments (as of March 31, 2025, at $0.72 close):
| Scenario | Severance ($) | Pro Rata Target Bonus ($) | Benefits ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Without cause / for good reason | $342,000 | $9,167 | $45,000 | $307,023 | $703,190 |
| Same, in connection with a CoC | $684,000 | $171,000 | $45,000 | $818,106 | $1,718,106 |
Compensation Structure and Governance Notes
- FY2025 base salaries held flat vs prior years and reduced by 10% in Q4 FY2025 amid underperformance; FY2026 retained the reduction given low share price/financials .
- FY2025 long-term incentives split 50/50 time-vest vs performance-vest; FY2026 grants shifted to fixed-share RS only due to plan share limits and low stock price; performance options added to drive price targets ($3/$4/$5) .
- Benchmarking referenced closest lighting peers LSI Industries and Acuity; committee emphasizes pay-for-performance and capped bonuses (max 150% for non-CEO NEOs) .
- Equity award timing policy grants shortly after earnings releases to avoid informational asymmetry .
- Clawback applies; anti-hedging/pledging strictly prohibited for officers/directors .
Related Party Transactions
- Greg Green (enterprise sales manager, Scott’s brother): $499,017 total FY2025 compensation, including $389,017 commissions .
- Neil Green (director of strategic accounts, Scott’s son): $186,594 FY2025 compensation; includes $17,449 bonus and RS vesting valued at $3,698 .
- Andre Green (senior project manager, Scott’s cousin): $142,753 FY2025 compensation .
Investment Implications
- Alignment: Green’s 643,321 shares versus a 38,077-share requirement suggests strong skin-in-the-game; anti-pledging reduces collateral-driven sell risk .
- Pay-for-performance: Zero FY2025 bonus despite eligibility reflects strict adherence to multi-metric thresholds amid weak TSR and negative net income, reducing “pay despite performance” risk .
- Upcoming supply/overhang: Watch vesting dates for performance shares (Aug 15, 2026; Jun 11, 2027) and time-based RS tranches, which can create incremental selling pressure or liquidity events near vest .
- Price triggers as catalysts: 125,000 performance options vest in thirds at $3/$4/$5 over three years; this can focus management on sustained share price milestones and may influence timing of announcements or capital allocation .
- Retention and CoC economics: 1×/2× severance multiples with double-trigger CoC and equity acceleration provide retention stability while limiting golden parachute excess (no excise tax gross-up) .
- Governance: Clawback and award timing policies mitigate risk; related party employment is disclosed and committee-reviewed, but merits ongoing monitoring for conflicts or preferential treatment .