Monitor shareholder vote on the 2026 Incentive Award Plan — approval would add ~1.5M new shares to the equity reserve, increasing potential dilution by ~4%. The 154.6% STIP payout and 98% PSU vesting indicate strong near-term performance alignment. Watch for CFO succession planning given Galeese's announced retirement in August 2027.
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Executive Summary
LSI Industries filed its definitive proxy statement for the 2026 Annual Meeting of Shareholders, scheduled for November 24, 2026. The meeting includes four proposals: election of seven incumbent directors, ratification of Grant Thornton LLP as auditor, an advisory vote on executive compensation (Say-on-Pay), and approval of a new 2026 Incentive Award Plan authorizing 2,100,000 shares (including rollover from prior plans) to support the expanded workforce following the Royston Group acquisition. The proxy discloses CEO total compensation of $3,395,505 for fiscal 2026, with STIP payouts at 154.6% of target, and a related-party transaction involving an aircraft owned by CEO James Clark's LLC that received $236,000 in payments from the company.
Key Facts
- Annual Meeting scheduled for November 24, 2026; record date September 29, 2026; 37,304,713 common shares outstanding.
- Proposal 4 seeks approval of the 2026 Incentive Award Plan authorizing 2,100,000 shares (1,520,760 new shares plus 579,240 rolled over from prior plans).
- CEO James A. Clark total compensation for fiscal 2026: $3,395,505 (salary $765,342 + stock awards $1,500,000 + non-equity incentive $964,345 + all other $165,818).
- CFO James E. Galeese total compensation: $1,398,042; EVP Thomas A. Caneris total compensation: $1,286,536.
- FY26 STIP paid at 154.6% of target: adjusted EBITDA of $61.3M exceeded $58.0M target (156.1% payout); net sales of $615.9M exceeded $601.3M target (148.6% payout).
- FY24 PSUs vested at 98% of target: cumulative adjusted EBITDA achieved $142.5M vs $166.1M target (52.6% payout); RONA achieved 26.4% vs 26.0% target (143.5% payout).
- Related-party transaction: LLC owned by CEO James Clark received $236,000 in payments from LSI for aircraft dry lease during fiscal 2026.
- Grant Thornton LLP audit fees for fiscal 2026: $1,610,958; total fees $2,532,920.
- Five percent holders: FMR LLC (10.9%), Accretive Capital Management (7.7%), Blackrock (7.0%), Systematic Financial Management (6.7%), Royce & Associates (5.0%).
- CFO James Galeese announced intention to retire in August 2027 timeframe.
Financial Impact
CEO total compensation $3.4M; FY26 STIP payouts at 154.6% of target; FY24 PSUs vested at 98% of target; new equity plan requests 2.1M shares (~4.0% dilution).
Risk Factors
- Equity dilution from proposed 2.1M share reserve under the 2026 Incentive Award Plan.
- CEO-related party aircraft lease ($236K) may attract governance scrutiny.
- CFO retirement in August 2027 creates succession risk.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001437749-26-032435 |
| Document: 0001437749-26-032435-index-headers.html | 0001437749-26-032435 |
| Document: 0001437749-26-032435-index.html | 0001437749-26-032435 |
| Document: 0001437749-26-032435.txt | 0001437749-26-032435 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 9, 2026 16d ago | DEFA14A | $20.65 | awaiting T+60 | — | $20.65 (−0.02%) |
Oct 9, 2026 17d ago | DEF 14A | $20.65 | awaiting T+60 | — | $20.65 (−0.02%) |
Aug 27, 2026 8w ago | Insider Cluster | $19.71 | awaiting T+60 | — | $20.65 (+4.74%) |
Aug 26, 2026 8w ago | Insider Cluster | $20.17 | awaiting T+60 | — | $20.65 (+2.35%) |
Aug 25, 2026 8w ago | 8-K | $20.27 | awaiting T+60 | — | $20.65 (+1.85%) |
Aug 20, 2026 9w ago | 8-K | $20.62 | awaiting T+60 | — | $20.65 (+0.12%) |
Jul 13, 2026 14w ago | Insider Cluster | $23.93 $20.89 | ▲ +12.70% | ▲ +16.08% | $20.65 (+13.73%) |
Jul 9, 2026 15w ago | Institutional Cluster | $24.40 $21.25 | ▼ −12.91% | ▼ −14.54% | $20.65 (−15.39%) |
Apr 23, 2026 26w ago | 8-K | $22.62 $23.39 | ▼ −3.39% | ▲ +1.63% | $20.65 (+8.74%) |
Feb 25, 2026 34w ago | 8-K | $20.88 $22.59 | ▲ +8.21% | ▲ +0.46% | $20.65 (−1.11%) |
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