Companies LSI Industries Inc
LSI Industries (LYTS): executive pay, fiscal 2026
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CEO pay, last three years
- $3,077,598FY2024
- $3,376,388FY2025
- $3,395,505FY2026
CEO total pay was $3,395,505 in fiscal 2026, up from $3,376,388 in fiscal 2025.
FY2026: salary $765,342 · bonus $0 · stock awards $1,500,000 · option awards $0
Executives and directors
Frequently asked questions
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| James Clark | $765,342 | $0 | $1,500,000 | $0 | $964,345 | $0 | $165,818 | $3,395,505 |
| Chief Executive Officer | ||||||||
| James Galeese | 446,565 | 0 | 540,000 | 0 | 347,139 | 0 | 64,338 | 1,398,042 |
| EVP, Chief Financial Officer | ||||||||
| Thomas Caneris | 427,104 | 0 | 440,000 | 0 | 332,001 | 0 | 87,421 | 1,286,536 |
| EVP, HR & General Counsel | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2026 total | FY2025 total | FY2024 total | Δ FY2025→2026 |
|---|---|---|---|---|
| James Clark | $3,395,505 | $3,376,388 | $3,077,598 | ↑ +19,117 |
| James Galeese | 1,398,042 | 1,386,710 | 1,268,190 | ↑ +11,332 |
| Thomas Caneris | 1,286,536 | 996,715 | 913,992 | ↑ +289,821 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
In general, the Company seeks to provide target compensation opportunities that are competitive with its peer group companies and other compensation data sources, as provided by FW Cook. There may be instances which indicate the need to pay above target level compensation and the Company is prepared to do so within reasonable limits.
| CEO STI target (% of salary) | 80% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | FW Cook |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | True |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2026
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| James Galeese | OPTION | 2025-08-20 | 378,000 | 540,000 | 11,192 | 864,000 | $540,000 |
| James Clark | OPTION | 2025-08-20 | 1,050,000 | 1,500,000 | 31,088 | 2,400,000 | 1,500,000 |
| Thomas Caneris | OPTION | 2025-08-20 | 308,000 | 440,000 | 9,119 | 704,000 | 440,000 |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| James Galeese | $0 | $0 | $540,000 | 0.0% |
| James Clark | 0 | 0 | 1,500,000 | 0.0% |
| Thomas Caneris | 0 | 0 | 440,000 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2026
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Thomas Caneris | RSU | 3,518 | — | $93,508 |
| James Galeese | RSU | 5,756 | — | 152,994 |
| Thomas Caneris | RSU | 5,928 | — | 157,566 |
| Thomas Caneris | RSU | 9,119 | — | 242,383 |
| James Galeese | RSU | 9,700 | — | 257,826 |
| James Galeese | RSU | 11,192 | — | 297,483 |
| Thomas Caneris | PSU | 13,271 | — | 352,743 |
| Thomas Caneris | PSU | 13,679 | — | 363,588 |
| Thomas Caneris | PSU | 15,517 | — | 412,442 |
| James Clark | RSU | 15,988 | — | 424,961 |
| James Galeese | PSU | 16,788 | — | 446,225 |
| James Galeese | PSU | 21,716 | — | 577,211 |
| James Galeese | PSU | 25,392 | — | 674,919 |
| James Clark | RSU | 26,944 | — | 716,172 |
| James Clark | RSU | 31,088 | — | 826,319 |
| James Clark | PSU | 46,632 | — | 1,239,479 |
| James Clark | PSU | 60,322 | — | 1,603,359 |
| James Clark | PSU | 70,533 | — | 1,874,767 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Wilfred T. O'GaraIndependent · Board Chair · Executive (Chair) · Nominating and Corporate Governance | $135,000 | $45,000 | — | — | $0 | $225,000 |
| Amy L. HansonIndependent · Audit (Chair) · Nominating and Corporate Governance | 90,000 | 45,000 | — | — | 0 | 180,000 |
| Ronald D. BrownIndependent · Executive · Compensation (Chair) | 85,500 | 90,000 | — | — | 0 | 175,500 |
| Robert P. BeechIndependent · Audit · Nominating and Corporate Governance (Chair) | 83,500 | 90,000 | — | — | 0 | 173,500 |
| Chantel E. LenardIndependent · Audit · Compensation | 70,000 | 45,000 | — | — | 0 | 160,000 |
| Ernest W. Marshall JrIndependent · Compensation | 70,000 | 45,000 | — | — | 0 | 160,000 |
| James A. ClarkEmployee director · Executive | — | — | — | — | — | 0 |
Board fee structure and ownership guideline
| Annual cash retainer | $70,000 |
|---|---|
| Annual equity retainer | $90,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 17,500 / 15,500 / 13,500 |
| Stock ownership guideline | $5 |
Total cost of the board
| Component | FY2026 |
|---|---|
| Cash retainers and fees | $534,000 |
| Equity awards (grant-date value) | $360,000 |
| All other compensation | $0 |
| Total cost of the board | $894,000 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names LSI Industries as a peer
Companies that benchmark against LYTS
5 companies name LYTS as a compensation peer
- ALLIENT INCALNTFY2025
- DAKTRONICS INC /SD/DAKTFY2026
- FOSTER L B COFSTRFY2025
- Mayville Engineering Company, Inc.MECFY2025
- POWELL INDUSTRIES INCPOWLFY2025
Each company listed discloses LYTS in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named LYTS in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
Disclosed peer group — fiscal year 2026
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Peer reciprocity
The companies LSI Industries Inc names as compensation peers that name it back in their own disclosed peer groups.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Methode Electronics Inc. | 2026 | Jonathan DeGaynor | $1,018,269 | $4,456,045 | $0 | $2,562,500 | $8,090,755 |
| 2 | Hayward Holdings | 2025 | Kevin Holleran | 975,962 | 4,113,204 | 0 | 1,325,000 | 6,736,782 |
| 3 | Trex Company Inc. | 2025 | Bryan Fairbanks | 950,000 | 3,836,050 | 676,950 | 1,074,146 | 6,582,168 |
| 4 | Standex International Corp. | 2026 | David Dunbar | 936,436 | 4,135,819 | 0 | 560,457 | 6,407,973 |
| 5 | Apogee Enterprises, Inc. | 2026 | Ty Silberhorn | 627,308 | 2,283,419 | 0 | 1,208,500 | 6,075,286 |
| 6 | CTS Corp. | 2025 | Kieran O'Sullivan | 856,320 | 2,900,049 | 0 | 975,780 | 4,758,899 |
| 7 | Gibraltar Industries | 2025 | William Bosway | 908,269 | 3,202,440 | 0 | 274,500 | 4,731,001 |
| 8 | Janus International Group | 2025 | Ramey Jackson | 895,000 | 2,490,985 | 0 | 805,500 | 4,198,985 |
| 9 | Allient Inc. | 2025 | Richard Warzala | 740,000 | 1,110,035 | 0 | 1,615,232 | 3,530,820 |
| 10 | LSI Industries Inc | 2026 | James Clark | 765,342 | 1,500,000 | 0 | 964,345 | 3,395,505 |
| 11 | Ameresco, Inc. | 2025 | George Sakellaris | 1,500,000 | 155,100 | 1,385,999 | 0 | 3,339,804 |
| 12 | Ceco Environmental Corp. | 2024 | Todd Gleason | 717,383 | 1,627,505 | 289,575 | 382,656 | 3,051,771 |
| 13 | L.B. Foster Company | 2025 | John Kasel | 790,417 | 1,319,357 | 0 | 654,400 | 2,920,512 |
| 14 | Gorman-Rupp Company | 2025 | Scott King | 717,500 | 750,000 | 0 | 0 | 2,187,652 |
| 15 | Orion Group Holdings Inc. | 2025 | Paul McDowell | 584,000 | 659,906 | 0 | 746,936 | 2,080,319 |
| 16 | Daktronics, Inc. | 2026 | Ramesh Jayaraman | 188,462 | 544,375 | 0 | 128,331 | 1,098,324 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Incentive design against the same peers
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| LSI Industries Inc | 154.6% | PSU 60 · RSU 40 | No | FW Cook |
| Allient Inc. | not disclosed | not disclosed | No | Burke Capital Group |
| Ameresco, Inc. | 95% | not disclosed | No | FW Cook |
| Apogee Enterprises, Inc. | not disclosed | RSU 50 · PSU 50 | No | Meridian Compensation Partners, LLC (current); Willis Towers Watson (through September 2025) |
| Ceco Environmental Corp. | 40% | PSU 75 · Options 25 | No | Meridian Compensation Partners LLC |
| CTS Corp. | 112.8% | not disclosed | Yes — Relative Total Shareholder Return (RTSR) Modifier | Exequity, LLP |
| Daktronics, Inc. | 102% | RSU 75 · PSU 25 | No | Korn Ferry |
| Gibraltar Industries | 25% | PSU 64 · RSU 36 | No | WTW |
| Gorman-Rupp Company | not disclosed | not disclosed | not disclosed | Semler Brossy Consulting Group |
| Hayward Holdings | not disclosed | not disclosed | not disclosed | Pearl Meyer |
| Janus International Group | not disclosed | PSU 50 · RSU 50 | not disclosed | Mercer |
| L.B. Foster Company | not disclosed | PSU 60 · Restricted Stock 40 | not disclosed | Pay Governance |
| Methode Electronics Inc. | 200% | RSU 50 · PSU 50 | Yes — Total Shareholder Return (TSR) | Frederic W. Cook & Co., Inc. |
| Orion Group Holdings Inc. | not disclosed | PSU 60 · RSU 40 | Yes — absolute TSR performance | Ferguson Partners Consulting L.P. |
| Standex International Corp. | not disclosed | RSU 50 · PSU 50 | Yes — Relative TSR | Meridian |
| Trex Company Inc. | not disclosed | not disclosed | not disclosed | Korn/Ferry International |
Read from each company’s Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company’s filing does not state the item.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-11-04 | 21,175,773 | 1,085,033 | 35,837 | 95.13% | Passed |
| 2024 | 2024-11-05 | 22,192,193 | 530,804 | 47,125 | 97.66% | Passed |
| 2024 | 2024-11-05 | 22,192,193 | 530,804 | 47,125 | 97.66% | Passed |
| 2023 | 2023-11-01 | 21,734,663 | 167,283 | 65,676 | 99.24% | Passed |
| 2022 | 2022-11-01 | 18,802,928 | 238,584 | 100,581 | 98.75% | Passed |
| 2021 | 2021-11-02 | 17,884,682 | 290,419 | 286,705 | 98.4% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2025 | 2025-11-04 | 95.13%a |
| 2024 | 2024-11-05 | 97.66%b |
| 2024 | 2024-11-05 | 97.66%c |
a. Voting standard not stated in the filing.
b. Approved under the standard stated in the filing — “Abstentions and shares otherwise not voted for any reason, including broker non-votes, will be considered as present at the meeting for the purpose of determining the presence of a quorum and have no effect on the outcome of any vote taken at the Annual Meeting, except as otherwise described herein.”.
c. Approved under the standard stated in the filing — “Abstentions and shares otherwise not voted for any reason, including broker non-votes, will be considered as present at the meeting for the purpose of determining the presence of a quorum and have no effect on the outcome of any vote taken at the Annual Meeting, except as otherwise described herein.”.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
CEO pay ratio
| Ratio (CEO : median employee) | 70 : 1 |
|---|---|
| CEO total compensation | $3,395,505 |
| Median employee compensation | $48,500 |
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (39 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, James Clark. DEF 14A, filed 2026-10-09. Section “Executive Compensation” · page 30. As printed: 3,395,505. View filing ↗
- Section 01, James Galeese. DEF 14A, filed 2026-10-09. Section “Executive Compensation”. As printed: 1,398,042. View filing ↗
- Section 01, Thomas Caneris. DEF 14A, filed 2026-10-09. Section “Executive Compensation”. As printed: 1,286,536. View filing ↗
- Section 03, James Galeese OPTION. DEF 14A, filed 2026-10-09. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, James Clark OPTION. DEF 14A, filed 2026-10-09. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Thomas Caneris OPTION. DEF 14A, filed 2026-10-09. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. DEF 14A, filed 2026-10-09. Section “CEO Pay Ratio”. As printed: 70 : 1. View filing ↗
- Section 08, Wilfred T. O'Gara. DEF 14A. Section “Director Compensation”. As printed: 225,000.
- Section 08, Amy L. Hanson. DEF 14A. Section “Director Compensation”. As printed: 180,000.
- Section 08, Ronald D. Brown. DEF 14A. Section “Director Compensation”. As printed: 175,500.
- Section 08, Robert P. Beech. DEF 14A. Section “Director Compensation”. As printed: 173,500.
- Section 08, Chantel E. Lenard. DEF 14A. Section “Director Compensation”. As printed: 160,000.
- Section 08, Ernest W. Marshall Jr. DEF 14A. Section “Director Compensation”. As printed: 160,000.
- Section 08, James A. Clark. DEF 14A. Section “Director Compensation”. As printed: 0.
- Section 06, 2025 vote. Form 8-K, filed 2025-11-10. Item 5.07 · say-on-pay result. As reported: 95.13% (votes for as printed: 21,175,773). View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-11-05. Item 5.07 · say-on-pay result. As reported: 97.66% (votes for as printed: 22,192,193). View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-11-05. Item 5.07 · say-on-pay result. As reported: 97.66% (votes for as printed: 22,192,193). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
- Section 09b board cost (computed). Computed. Cash 534,000 + equity 360,000 + all other 0 = 894,000, summed across the director compensation table rows.
- Methode Electronics Inc., Section 10b CEO total. DEF 14A, filed 2026-07-31. CEO total compensation as printed in Methode Electronics Inc.'s own proxy. As printed: 8,090,755. View filing ↗
- Hayward Holdings, Section 10b CEO total. DEF 14A, filed 2026-04-02. CEO total compensation as printed in Hayward Holdings's own proxy. As printed: 6,736,782. View filing ↗
- Trex Company Inc., Section 10b CEO total. DEF 14A, filed 2026-03-16. CEO total compensation as printed in Trex Company Inc.'s own proxy. As printed: 6,582,168. View filing ↗
- Standex International Corp., Section 10b CEO total. DEF 14A, filed 2026-09-04. CEO total compensation as printed in Standex International Corp.'s own proxy. As printed: 6,407,973. View filing ↗
- Apogee Enterprises, Inc., Section 10b CEO total. DEF 14A, filed 2026-05-12. CEO total compensation as printed in Apogee Enterprises, Inc.'s own proxy. As printed: 6,075,286. View filing ↗
- CTS Corp., Section 10b CEO total. DEF 14A, filed 2026-04-02. CEO total compensation as printed in CTS Corp.'s own proxy. As printed: 4,758,899. View filing ↗
- Gibraltar Industries, Section 10b CEO total. DEF 14A, filed 2026-04-06. CEO total compensation as printed in Gibraltar Industries's own proxy. As printed: 4,731,001. View filing ↗
- Janus International Group, Section 10b CEO total. DEF 14A, filed 2026-04-24. CEO total compensation as printed in Janus International Group's own proxy. As printed: 4,198,985. View filing ↗
- Allient Inc., Section 10b CEO total. DEF 14A, filed 2026-03-26. CEO total compensation as printed in Allient Inc.'s own proxy. As printed: 3,530,820. View filing ↗
- LSI Industries Inc (subject), Section 10b CEO total. DEF 14A, filed 2026-10-09. CEO total compensation as printed in LSI Industries Inc's own proxy. As printed: 3,395,505. View filing ↗
- Ameresco, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-23. CEO total compensation as printed in Ameresco, Inc.'s own proxy. As printed: 3,339,804. View filing ↗
- Ceco Environmental Corp., Section 10b CEO total. DEF 14A, filed 2025-04-10. CEO total compensation as printed in Ceco Environmental Corp.'s own proxy. As printed: 3,051,771. View filing ↗
- L.B. Foster Company, Section 10b CEO total. DEF 14A, filed 2026-04-10. CEO total compensation as printed in L.B. Foster Company's own proxy. As printed: 2,920,512. View filing ↗
- Gorman-Rupp Company, Section 10b CEO total. DEF 14A, filed 2026-03-23. CEO total compensation as printed in Gorman-Rupp Company's own proxy. As printed: 2,187,652. View filing ↗
- Orion Group Holdings Inc., Section 10b CEO total. DEF 14A, filed 2026-03-20. CEO total compensation as printed in Orion Group Holdings Inc.'s own proxy. As printed: 2,080,319. View filing ↗
- Daktronics, Inc., Section 10b CEO total. DEF 14A, filed 2026-07-28. CEO total compensation as printed in Daktronics, Inc.'s own proxy. As printed: 1,098,324. View filing ↗
- Section 10a, L.B. Foster Company reciprocity. DEF 14A. L.B. Foster Company names LSI Industries Inc in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, Allient Inc. reciprocity. DEF 14A. Allient Inc. names LSI Industries Inc in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, Daktronics, Inc. reciprocity. DEF 14A. Daktronics, Inc. names LSI Industries Inc in its own disclosed peer group (read from its most recent proxy). View filing ↗