Velarion · Company Intelligence
Compensation Brief
Fiscal year 2026 · Filings through 2026-10-09

LSI Industries (LYTS)

CEO James Clark was paid $3,395,505 in fiscal year 2026, ↑ up 16.8% from fiscal year 2025, the 40th percentile of its disclosed peer group (SEC filing 0001437749-26-032435 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$3,395,505 ↑
James Clark total, FY2026
40th
CEO pay percentile vs peers
70:1
CEO-to-median pay ratio
95.13%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- James Clark (Chief Executive Officer), FY2026 total compensation $3,395,505 (base salary $765,342) [exec_comp, SEC accession 0001437749-26-032435, filed 2026-10-09]

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LYTS's next annual pay disclosure, estimated October 9, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2026

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
James Clark$765,342$0$1,500,000$0$964,345$0$165,818$3,395,505
Chief Executive Officer
James Galeese446,5650540,0000347,139064,3381,398,042
EVP, Chief Financial Officer
Thomas Caneris427,1040440,0000332,001087,4211,286,536
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 officerFY2026 totalFY2025 totalFY2024 totalΔ FY2025→2026
James Clark$3,395,505$2,908,119$2,737,617↑ +487,386
James Galeese1,398,0421,213,9771,142,821↑ +184,065
Thomas Caneris1,286,536996,715913,992↑ +289,821

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against LYTS
5 companies name LYTS as a compensation peer

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.

01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2026 total
Amy L. HansonIndependent Director$180,000
Chantel E. LenardIndependent Director$160,000
Ernest W. Marshall, JrIndependent Director—
Robert P. BeechIndependent Director$173,500
Ronald D. BrownIndependent Director$175,500
Wilfred T. O'GaraChair of the Board$225,000
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2026

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
James GaleeseOPTION2025-08-20378,000540,00011,192864,000$540,000
James ClarkOPTION2025-08-201,050,0001,500,00031,0882,400,0001,500,000
Thomas CanerisOPTION2025-08-20308,000440,0009,119704,000440,000
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
James Galeese$0$0$540,0000.0%
James Clark001,500,0000.0%
Thomas Caneris00440,0000.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2026

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Thomas CanerisPSU13,679—$363,588
Thomas CanerisPSU13,271—352,743
James ClarkPSU70,533—1,874,767
James ClarkPSU60,322—1,603,359
Thomas CanerisRSU3,518—93,508
James ClarkPSU46,632—1,239,479
James ClarkRSU31,088—826,319
James GaleeseRSU5,756—152,994
James ClarkRSU26,944—716,172
James GaleesePSU25,392—674,919
Thomas CanerisRSU9,119—242,383
James GaleesePSU21,716—577,211
James GaleesePSU16,788—446,225
James ClarkRSU15,988—424,961
Thomas CanerisPSU15,517—412,442
James GaleeseRSU11,192—297,483
James GaleeseRSU9,700—257,826
Thomas CanerisRSU5,928—157,566
05

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 consultantFW Cook
Clawback policyTrue
Anti-hedgingTrue
Anti-pledgingTrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20252025-11-0421,175,7731,085,03335,83795.13%Passed
20242024-11-0522,192,193530,80447,12597.66%Passed
20242024-11-0522,192,193530,80447,12597.66%Passed
20232023-11-0121,734,663167,28365,67699.24%Passed
20222022-11-0118,802,928238,584100,58198.75%Passed
20212021-11-0217,884,682290,419286,70598.4%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 yearMeeting dateApproval — company's computation
20252025-11-0495.13%a
20242024-11-0597.66%b
20242024-11-0597.66%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.

07

CEO pay ratio

Ratio (CEO : median employee)70 : 1
CEO total compensation—
Median employee compensation$48,500
08

Director compensation — fiscal year 2026

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
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 Governance90,00045,000——0180,000
Ronald D. BrownIndependent · Executive · Compensation (Chair)85,50090,000——0175,500
Robert P. BeechIndependent · Audit · Nominating and Corporate Governance (Chair)83,50090,000——0173,500
Chantel E. LenardIndependent · Audit · Compensation70,00045,000——0160,000
Ernest W. Marshall JrIndependent · Compensation70,00045,000——0160,000
James A. ClarkEmployee director · Executive—————0
09

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
09b

Total cost of the board

ComponentFY2026
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.

10

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.

10a

Peer reciprocity

Of the companies LSI Industries names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including LSI Industries.

10b

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.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Methode Electronics Inc.2026Jonathan DeGaynor$1,018,269$4,456,045$0$2,562,500$8,090,755
2Hayward Holdings2025Kevin Holleran975,9624,113,20401,325,0006,736,782
3Trex Company Inc.2025Bryan Fairbanks950,0003,836,050676,9501,074,1466,582,168
4Standex International Corp.2026David Dunbar936,4364,135,8190560,4576,407,973
5Apogee Enterprises, Inc.2026Ty Silberhorn627,3082,283,41901,208,5006,075,286
6CTS Corp.2025Kieran O'Sullivan856,3202,900,0490975,7804,758,899
7Gibraltar Industries2025William Bosway908,2693,202,4400274,5004,731,001
8Janus International Group2025Ramey Jackson895,0002,490,9850805,5004,198,985
9Allient Inc.2025Richard Warzala740,0001,110,03501,615,2323,530,820
10LSI Industries2026James Clark765,3421,500,0000964,3453,395,505
11Ameresco, Inc.2025George Sakellaris1,500,000155,1001,385,99903,339,804
12CECO Environmental Corp.2024Todd Gleason717,3831,627,505289,575382,6563,051,771
13L.B. Foster Company2025John Kasel790,4171,319,3570654,4002,920,512
14Gorman-Rupp Company2025Scott King717,500750,000002,187,652
15Orion Group Holdings Inc.2025Paul McDowell584,000659,9060746,9362,080,319
16Daktronics, Inc.2026Ramesh Jayaraman188,462544,3750128,3311,098,324

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.

10c

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
LSI Industries154.6%PSU 60 · RSU 40NoFW Cook
Allient Inc.not disclosednot disclosedNoBurke Capital Group
Ameresco, Inc.95%not disclosedNoFW Cook
Apogee Enterprises, Inc.not disclosedRSU 50 · PSU 50NoMeridian Compensation Partners, LLC (current); Willis Towers Watson (through September 2025)
CECO Environmental Corp.40%PSU 75 · Options 25NoMeridian Compensation Partners LLC
CTS Corp.112.8%not disclosedYes — Relative Total Shareholder Return (RTSR) ModifierExequity, LLP
Daktronics, Inc.102%RSU 75 · PSU 25NoKorn Ferry
Gibraltar Industries25%PSU 64 · RSU 36NoWTW
Gorman-Rupp Companynot disclosednot disclosednot disclosedSemler Brossy Consulting Group
Hayward Holdingsnot disclosednot disclosednot disclosedPearl Meyer
Janus International Groupnot disclosedPSU 50 · RSU 50not disclosedMercer
L.B. Foster Companynot disclosedPSU 60 · Restricted Stock 40not disclosedPay Governance
Methode Electronics Inc.200%RSU 50 · PSU 50Yes — Total Shareholder Return (TSR)Frederic W. Cook & Co., Inc.
Orion Group Holdings Inc.not disclosedPSU 60 · RSU 40Yes — absolute TSR performanceFerguson Partners Consulting L.P.
Standex International Corp.not disclosedRSU 50 · PSU 50Yes — Relative TSRMeridian
Trex Company Inc.not disclosednot disclosednot disclosedKorn/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.

10d

Frequently asked questions

Who was the highest-paid executive at LSI Industries in fiscal 2026?
As disclosed, James Clark (Chief Executive Officer) was the highest-paid executive at LSI Industries in fiscal 2026, with total compensation of $3,395,505.
How does LSI Industries's chief executive pay compare to its disclosed peer group?
As disclosed, James Clark's total compensation ranked at the 40th percentile of LSI Industries's disclosed peer group.
What is LSI Industries's CEO-to-median employee pay ratio?
As disclosed, LSI Industries's CEO-to-median employee pay ratio was 70:1.
How did shareholders vote on LSI Industries's executive compensation?
As disclosed, 95.13% of shareholders supported LSI Industries's executive compensation in the latest say-on-pay vote.
How much does LSI Industries spend in total on board compensation for fiscal 2026?
As disclosed, LSI Industries reported total board compensation of $894,000 for fiscal 2026.

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.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, James ClarkDEF 14A2026-10-090001437749-26-032435Section “Executive Compensation”. As printed: 3,395,505. Filing ↗machine: r2 · c33 · span 589495–589504
2Section 01, James GaleeseDEF 14A2026-10-090001437749-26-032435Section “Executive Compensation”. As printed: 1,398,042. Filing ↗machine: r6 · c33 · span 629224–629233
3Section 01, Thomas CanerisDEF 14A2026-10-090001437749-26-032435Section “Executive Compensation”. As printed: 1,286,536. Filing ↗machine: r10 · c33 · span 668154–668163
4Section 03, James Galeese OPTIONDEF 14A1900-01-010001437749-26-032435Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 282549–282556
5Section 03, James Clark OPTIONDEF 14A1900-01-010001437749-26-032435Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 278161–278170
6Section 03, Thomas Caneris OPTIONDEF 14A1900-01-010001437749-26-032435Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 286948–286955
7Section 07, pay ratioDEF 14A2026-10-090001437749-26-032435Section “CEO Pay Ratio”. As printed: 70 : 1. Filing ↗
8Section 08, Wilfred T. O'GaraDEF 14A——Section “Director Compensation”. As printed: 225,000.
9Section 08, Amy L. HansonDEF 14A——Section “Director Compensation”. As printed: 180,000.
10Section 08, Ronald D. BrownDEF 14A——Section “Director Compensation”. As printed: 175,500.
11Section 08, Robert P. BeechDEF 14A——Section “Director Compensation”. As printed: 173,500.
12Section 08, Chantel E. LenardDEF 14A——Section “Director Compensation”. As printed: 160,000.
13Section 08, Ernest W. Marshall JrDEF 14A——Section “Director Compensation”. As printed: 160,000.
14Section 08, James A. ClarkDEF 14A——Section “Director Compensation”. As printed: 0.
15Section 06, 2025 voteForm 8-K2025-11-100001437749-25-033946Item 5.07 · say-on-pay result. As reported: 95.13% (votes for as printed: 21,175,773). Filing ↗
16Section 06, 2024 voteForm 8-K2024-11-050001437749-24-033361Item 5.07 · say-on-pay result. As reported: 97.66% (votes for as printed: 22,192,193). Filing ↗
17Section 06, 2024 voteForm 8-K2024-11-050001437749-24-033361Item 5.07 · say-on-pay result. As reported: 97.66% (votes for as printed: 22,192,193). Filing ↗
18Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
19Section 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).machine: formula: sums + PSU ratio
20Section 09b board cost (computed)Computed——Cash 534,000 + equity 360,000 + all other 0 = 894,000, summed across the director compensation table rows.machine: formula: Σ = 894,000
21Methode Electronics Inc., Section 10b CEO totalDEF 14A2026-07-310001140361-26-030317CEO total compensation as printed in Methode Electronics Inc.'s own proxy. As printed: 8,090,755. Filing ↗machine: r2 · c22 · span 718592–718601
22Hayward Holdings, Section 10b CEO totalDEF 14A2026-04-020001834622-26-000026CEO total compensation as printed in Hayward Holdings's own proxy. As printed: 6,736,782. Filing ↗machine: r3 · c8 · span 1830962–1830971
23Trex Company Inc., Section 10b CEO totalDEF 14A2026-03-160001193125-26-107273CEO total compensation as printed in Trex Company Inc.'s own proxy. As printed: 6,582,168. Filing ↗machine: r5 · c18 · span 1753438–1753447
24Standex International Corp., Section 10b CEO totalDEF 14A2026-09-040001437749-26-029660CEO total compensation as printed in Standex International Corp.'s own proxy. As printed: 6,407,973. Filing ↗machine: r1 · c28 · span 1051988–1051997
25Apogee Enterprises, Inc., Section 10b CEO totalDEF 14A2026-05-120000006845-26-000036CEO total compensation as printed in Apogee Enterprises, Inc.'s own proxy. As printed: 6,075,286. Filing ↗machine: r18 · c51 · span 853782–853791
26CTS Corp., Section 10b CEO totalDEF 14A2026-04-020001193125-26-140010CEO total compensation as printed in CTS Corp.'s own proxy. As printed: 4,758,899. Filing ↗
27Gibraltar Industries, Section 10b CEO totalDEF 14A2026-04-060000912562-26-000083CEO total compensation as printed in Gibraltar Industries's own proxy. As printed: 4,731,001. Filing ↗machine: t256 · r4 · c11 · span 854722–854731
28Janus International Group, Section 10b CEO totalDEF 14A2026-04-240001140361-26-016709CEO total compensation as printed in Janus International Group's own proxy. As printed: 4,198,985. Filing ↗machine: r2 · c21 · span 803020–803029
29Allient Inc., Section 10b CEO totalDEF 14A2026-03-260001140361-26-011362CEO total compensation as printed in Allient Inc.'s own proxy. As printed: 3,530,820. Filing ↗machine: r13 · c19 · span 507123–507133
30LSI Industries (subject), Section 10b CEO totalDEF 14A2026-10-090001437749-26-032435CEO total compensation as printed in LSI Industries's own proxy. As printed: 3,395,505. Filing ↗machine: r2 · c33 · span 589495–589504
31Ameresco, Inc., Section 10b CEO totalDEF 14A2026-04-230001628280-26-026695CEO total compensation as printed in Ameresco, Inc.'s own proxy. As printed: 3,339,804. Filing ↗machine: r2 · c39 · span 713614–713623
32CECO Environmental Corp., Section 10b CEO totalDEF 14A2025-04-100001558370-25-004649CEO total compensation as printed in CECO Environmental Corp.'s own proxy. As printed: 3,051,771. Filing ↗
33L.B. Foster Company, Section 10b CEO totalDEF 14A2026-04-100001140361-26-014171CEO total compensation as printed in L.B. Foster Company's own proxy. As printed: 2,920,512. Filing ↗machine: r2 · c21 · span 731507–731517
34Gorman-Rupp Company, Section 10b CEO totalDEF 14A2026-03-230001193125-26-118757CEO total compensation as printed in Gorman-Rupp Company's own proxy. As printed: 2,187,652. Filing ↗machine: r4 · c31 · span 557814–557823
35Orion Group Holdings Inc., Section 10b CEO totalDEF 14A2026-03-200001873923-26-000073CEO total compensation as printed in Orion Group Holdings Inc.'s own proxy. As printed: 2,080,319. Filing ↗machine: r4 · c39 · span 433823–433832
36Daktronics, Inc., Section 10b CEO totalDEF 14A2026-07-280001628280-26-049957CEO total compensation as printed in Daktronics, Inc.'s own proxy. As printed: 1,098,324. Filing ↗machine: t84 · r2 · c22 · span 579742–579751
37Section 10a, Hayward Holdings reciprocityDEF 14A—0001834622-26-000026Hayward Holdings's most recent proxy was read; its disclosed peer group does not include LSI Industries. Filing ↗
38Section 10a, Ameresco, Inc. reciprocityDEF 14A—0001628280-26-026695Ameresco, Inc.'s most recent proxy was read; its disclosed peer group does not include LSI Industries. Filing ↗
39Section 10a, Janus International Group reciprocityDEF 14A—0001140361-26-016709Janus International Group's most recent proxy was read; its disclosed peer group does not include LSI Industries. Filing ↗
40Section 10a, Trex Company Inc. reciprocityDEF 14A—0001193125-26-107273Trex Company Inc.'s most recent proxy was read; its disclosed peer group does not include LSI Industries. Filing ↗
41Section 10a, Methode Electronics Inc. reciprocityDEF 14A—0001140361-26-030317Methode Electronics Inc.'s most recent proxy was read; its disclosed peer group does not include LSI Industries. Filing ↗
42Section 10a, L.B. Foster Company reciprocityDEF 14A—0001140361-26-014171L.B. Foster Company names LSI Industries in its own disclosed peer group (read from its most recent proxy). Filing ↗
43Section 10a, Orion Group Holdings Inc. reciprocityDEF 14A—0001873923-26-000073Orion Group Holdings Inc.'s most recent proxy was read; its disclosed peer group does not include LSI Industries. Filing ↗
44Section 10a, Allient Inc. reciprocityDEF 14A—0001140361-26-011362Allient Inc. names LSI Industries in its own disclosed peer group (read from its most recent proxy). Filing ↗
45Section 10a, Daktronics, Inc. reciprocityDEF 14A—0001628280-26-049957Daktronics, Inc. names LSI Industries in its own disclosed peer group (read from its most recent proxy). Filing ↗
46Section 10a, Gorman-Rupp Company reciprocityDEF 14A—0001193125-26-118757Gorman-Rupp Company's most recent proxy was read; its disclosed peer group does not include LSI Industries. Filing ↗
47Section 10a, CECO Environmental Corp. reciprocityDEF 14A—0001558370-25-004649CECO Environmental Corp.'s most recent proxy was read; its disclosed peer group does not include LSI Industries. Filing ↗
48Section 10a, Gibraltar Industries reciprocityDEF 14A—0000912562-26-000083Gibraltar Industries's most recent proxy was read; its disclosed peer group does not include LSI Industries. Filing ↗
49Section 10a, Standex International Corp. reciprocityDEF 14A—0001437749-26-029660Standex International Corp.'s most recent proxy was read; its disclosed peer group does not include LSI Industries. Filing ↗
50Section 10a, Apogee Enterprises, Inc. reciprocityDEF 14A—0000006845-26-000036Apogee Enterprises, Inc.'s most recent proxy was read; its disclosed peer group does not include LSI Industries. Filing ↗
51Section 10a, CTS Corp. reciprocityDEF 14A—0001193125-26-140010CTS Corp.'s most recent proxy was read; its disclosed peer group does not include LSI Industries. Filing ↗

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