Orion Energy Systems, Inc. announced Mark C. Williamson, a long-standing non-employee director of the Board of Directors of Orion Energy Systems, Inc., informed the Board that he decided to voluntarily retire from his position as a director of the Company, effective as of the end of the day on November 10, 2022. Mr. Williamson had served as a director of the Company since April 2009 and was the Company's lead independent director from October 2009 through May 2013. Pursuant to the Company's non-employee director retirement plan, Mr. Williamson is entitled to continued vesting of up to all of his then outstanding unvested restricted stock on the dates when such vesting would have otherwise occurred if Mr. Williamson remained on the Board on such dates a services fee of $200 per hour for any time spent at the Company's request on Company-related matters, plus reimbursement for all out-of-pocket expenses and continued ability to exercise his previously vested but unexercised stock option for up to 10 years from its original grant date (May 28, 2023), pursuant to the terms of the Company's non-employee director retirement plan.

As previously disclosed by the Company, most recently in its Proxy Statement for the Company's 2022 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on June 21, 2022, in early fiscal 2018, the Board approved the payment of a $30,000 retirement benefit to Mr. Williamson to be effective upon his retirement from the Board, to be applied by Mr. Williamson toward the purchase of Company common stock directly from the Company. On November 10, 2022, the Board approved the following modifications to the Previously Approved Retirement Plan: instead of paying Mr. Williamson $30,000 in cash so that Mr. Williamson could use such cash to directly purchase Company common stock from the Company, upon Mr. Williamson's retirement from the Board on the Retirement Date, the Company issued Mr. Williamson $18,000 worth of newly-issued Company common stock based on the closing price of the Company's common stock on the Retirement Date and paid Mr. Williamson $12,000 in cash so that Mr. Williamson would have the funds necessary to pay his income taxes due on his $30,000 retirement payment.