(1)Alan K. Greene, 76,  Mr. Elser has served as an independent director since October 2, 2013.  Mr. Greeneinformed the Board that he will resign at the 2018/2019 Annual Meeting.

Directors and Nominees Standing for Election

Yantao Yu has previously served as a Partner of Price Waterhouse from 1974been nominated to 1995, acting at various times as Managing Partner for cross border transactions and as National Director of tax services for M&A, and in connection with foreign banks and mutual funds with respect to acquisition and investment strategies.  Currently, Mr. Greene serves on the board of directors of Intellicorp, Inc. (since 2001) and RAVE, Inc. (since 2005).  Previously, he wasbecome a director of Connecticut Innovations, Inc.the Company at this Annual Meeting.  Mr. Yu has been the Chief Financial Officer of ROE Visual, a subsidiary of the Unilumin Group Co. Ltd. in the United States, since September 2018.  With over 25 years of financial experience, his background includes positions as Senior Accountant and/or Controller of The Quaker Oats Company; Bostik China (a subsidiary of Total S.A [TOT]); Eton Electric; and Airwell Air-conditioning Technology (China) Co., Ltd. and Airwell Fedders North America Inc (subsidiaries of Elco Holdings, Ltd. [TASE: ELCO]).  From 1994 through 2012, he served as Chief Financial Officer of Lover Group and served as its Secretary of the Board from 2005 until 2015,2013 through August 2018.  Mr. Yu holds an Executive Master of Business Administration (EMBA) degree from the Connecticut Clean Energy Fund from 2007 until 2011, Metromedia International Group, Inc. from 2007 until 2011, Enduro Medical Technologies LLC from 2005 until 2013University of Minnesota and Greene Rees Technologies, LLC from 1995 until 2013.his professional certifications include CPA, CGA, CMA and FCCA.  Mr. Greene has also held prior board positions at Fortistar Capital, Oswego Hydro, Access Shipping and various other public and private companies through the years.  Mr. Greene’sYu’s extensive financial experience serving as chairman of various audit committees of many of these organizations and strong aptitude for technologies allowallows him to provide valuable contributions to the Board.

Table of contents

RyanSalvatore J. Morris, 36,Zizza was appointedhas served as an independent director on April 25, 2016.  Mr. Morris serves as President of Meson Capital Partners LLC, a San Francisco-based investment partnership, which he founded in February 2009.  Mr. Morris currently serves on the board of directors of InfuSystem Holdings, Inc. since April 2012 (and served as Executive Chairman from April 2012 to May 2015) and Sevcon, Inc. since December 2013.  Previously, Mr. Morris served as a director of Lucas Energy, Inc. from October 2012 to October 2014 (and was Chairman of the Board from December 2012 to November 2013).  From June 2011 to July 2012, Mr. Morris served as a member of the equity committee of HearUSA, Inc., responsible for maximizing value to the stockholders.  Mr. Morris’ extensive knowledge of finance and his service to other boards of directors allow him to make valuable contributions to the Board.

COTable of contentsRPORATE

CORPORATE GOVERNANCE AND RELATED MATTERS

We operate under the direction of our Board.  Our Board is responsible for the management of our business and affairs.  Our Certificate of Incorporation provides that the number of directors may be determined pursuant to our Amended and Restated Bylaws, which provide that such number may be determined from time to time by our Board.  However, under our Amended and Restated Bylaws, the Board shall consist of a minimum of five and a maximum of fifteen directors.  Our directors are divided into three separate classes of directors.  At each Annual Meetingannual meeting of Stockholders,stockholders, one class of directors is elected to a term of three years or until the election and qualification of their successors, or their earlier death, resignation or removal.  There are no family relationships among any of our directors or executive officers.

While the Company’s common stockCommon Stock is traded on the OTCQB, the Company follows the NYSE MKT Company Guide regarding the determination of independence of the Company’s directors.  A director is considered independent if the Board determines that the director does not have any direct or indirect material relationship with the Company.  Mr. AllainAs Unilumin owns more than 50% of the Company’s outstanding shares, the Company would be deemed a “controlled company” under NYSE rules and Mr.hence is not required to have a majority of independent directors.  Messrs. Shaio and Shi are employees of the Company and therefore have been determined by the Board to fall outside the definition of “independent director.”  Mr. Shi is also a Director of Transtech, which is one of the Company’s suppliers of LED modules.  Messrs. Fazio, Liu and Yu are affiliated with Unilumin or its subsidiaries, which is one of the Company’s suppliers of LED modules and, as a result of the transactions between the Company and Unilumin, would not be deemed independent directors under NYSE rules.  Messrs. Elser, Fazio, Greene, Morris,Liu, Schiele Shi and Zizza are non-employee directors of the Company.  Mr. Elser, via Carlisle Investments, Inc. (“Carlisle”) over which he exercised voting and dispositive power as investment manager, and Mr. Schiele have made loans to the Company and therefore have been determined by the Board to fall outside the definition of “independent director.”  Mr. Shi is a Director of Transtech, which is the Company’s main supplier of LED modules and therefore has been determined by the Board to fall outside the definition of “independent director.”

The Board has determined that Messrs. Greene, MorrisSchiele and Zizza are “independent directors” because they had no relationship with the Company other than their capacities as members of the Board and committees thereof.  The Board has determined that Mr. Elser’s voting dispositive power as investment manager of Carlisle Investments, Inc. (“Carlisle”), which has made loans to the Company, does not disqualify Mr. Elser from being considered an “independent director.”  The Board has determined that its two Audit Committee members, Messrs. Greene and Zizza, are “independent directors”. directors.”  In addition, our Board has made a subjective determination as to each independent director and independent director nominee that no relationships exist which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  In making these determinations, our Board reviewed and discussed information provided by the directors, the director nominees and us with regard to each director and director nominee’s business and personal activities and relationships as they may relate to us and to our management.  In addition, ourOur Board has concluded that each of Messrs. Greene and Zizza satisfies the heightened audit committee independence standards set forth in Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Our Board has established a standing Audit Committee, Compensation Committee, Executive Committee and Nominating Committee.  Each committee operates under a charter approved by our Board.  Copies of each committee’s charter are posted on the Investor Relations section of our website at www.trans-lux.com.

Our Audit Committee currently consists of Messrs. Greene and Zizza, with Mr. Zizza serving as chairman.  Our Board has determined that Mr. Zizza is an “audit committee financial expert” as defined in applicable SEC rules.  Our Audit Committee’s responsibilities include:

Our Compensation Committee currently consists of Messrs. Elser, Greene and Zizza, with Mr. Greene serving as chairman.  Our Compensation Committee’s responsibilities include:

At the end of each fiscal year, the Compensation Committee meets to review the performance of executive officers and employee Board members subject to the short-swing profit restrictions of Section 16 of the Exchange Act under those programs and award bonuses thereunder.  At that time, the Compensation Committee may also adjust base salary levels for executive officers and employee Board members subject to the short-swing profit restrictions of Section 16 of the Exchange Act and review the overall performance of our employee benefit plans.  The Compensation Committee also meets when necessary to administer our stock incentive plan.

The Compensation Committee has determined and reviewed the value and forms of compensation for our named executive officers and other officers based on the committee members’ knowledge and experience, competitive proxy and market compensation information and management recommendations.  The Compensation Committee did not engage a compensation consulting firm in fiscal year 2015.2018.  The Compensation Committee does not delegate its authority to review, determine and recommend, as applicable, the forms and values of the various elements of compensation for executive officers and directors.  The Compensation Committee does delegate to Company management the implementation and record-keeping functions related to the various elements of compensation it has approved.

Our Nominating Committee consists of Messrs. Elser, Schiele and Shaio.Shaio.  Our Nominating Committee’s responsibilities include:

Our Executive Committee consists of Messrs. Elser, Schiele and Zizza. Zizza.  Messrs. Elser, Schiele and Zizza are independent, meeting the requirements of Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.  Each of the members of the Executive Committee qualify as “non-employee directors” for the purposes of Rule 16b-3 under the Exchange Act, and Messrs. Elser, Schiele and Zizza qualify as "outside directors" for the purposes of Section 162(m) of the Internal Revenue Code, as amended.  Our Executive Committee’s responsibilities include:

·      providing the President and Chief Executive Officer of the Company with a confidential sounding board for insights and advice, and to provide the Board with a more active formal interface with management and its day to day policy and actions; and

·      exercising the powers and authority of the Board, subject to certain limitations set forth in the Company’s charter, during the intervals between meetings of the Board, when, based on the business needs of the Company, it is desirable for the Board to meet but the convening of a special board meeting is not warranted as determined by the Chairman of the Board.

It is the general intention that all substantive matters in the ordinary course of business be brought before the full Board for action, but the Board recognizes the need for flexibility to act on substantive matters where action may be necessary between Board meetings, which, in the opinion of the Chairman of the Board, should not be postponed until the next previously scheduled meeting of the Board.

During fiscal year 2015,2018, the Board and each of its committees held the following meetings:

In fiscal year 2015,2018, all directors attended 60%75% or more of meetings of the Board and committees on which they serve.  The Company does not have a formal policy regarding directors’ attendance at annual stockholdersstockholders’ meetings, but strongly encourages and prefers that directors attend regular and special Board meetings as well as the annual meeting of stockholders in person, although attendance by teleconference is considered adequate.  The Company recognizes that attendance of the Board members at all meetings may not be possible and excuses absences for good cause.

The roles of Chairman and Chief Executive Officer are separate positions.  Mr. Schiele Zizza serves as our Chairman and Mr. AllainShaio serves as our Chief Executive Officer.  We separate the roles of Chairman and Chief Executive Officer in recognition of the differences between the two roles.  The Chief Executive Officer is responsible for setting our strategic direction and our day-to-day leadership and performance, while the Chairman of the Board provides guidance to the Chief Executive Officer and presides over meetings of the Board.  We do not have a lead independent director.

Our Board of Directors and its Audit Committee are actively involved in risk management.  Both the Board and Audit Committee regularly review the financial position of the Company and its operations, and other relevant information, including cash management and the risks associated with the Company’s financial position and operations.  The Board regularly receives reports from senior management on areas of material risk to our Company, including our liquidity, operational and legal and regulatory risks.  Pursuant to its charter, the Audit Committee reviews our major financial risk exposures and the steps management has taken to monitor and control such exposures, and it also meets periodically with management to discuss policies with respect to risk assessment and risk management.

The full Board is responsible for selecting persons to fill vacancies on the Board and recommending candidates for election by the stockholders.  The Board has delegated the process of considering candidates to the Nominating Committee.  In evaluating director nominees, the Nominating Committee considers director nominees on the basis of, among other things, experience, expertise, skills, knowledge, integrity, understanding the Company’s business and willingness to devote time and effort to Board responsibilities.

In assessing potential new directors, the Nominating Committee considers individuals from various disciplines and diverse backgrounds so that the Board has a broad diversity of experience, professions, skills and backgrounds.  The Nominating Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees.  Our Board has no formal policy with regard to the consideration of diversity in identifying director nominees, but the Board believes that the backgrounds and qualifications of the directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities.  Other than the foregoing, there are no specific minimum qualifications that the Nominating Committee believes that a Committee-recommended nominee to the Board must possess, although the Nominating Committee may also consider such other factors as it may deem are in our best interests or the best interests of our stockholders.  Nominees are not discriminated against on the basis of race, religion, national origin, sexual orientation, disability or any other basis proscribed by law.

In its deliberations, the Nominating Committee is aware that our Board must have at least one director who qualifies as an “audit committee financial expert” as defined by SEC rules.  The Nominating Committee also believes it appropriate for certain key members of our management to participate as members of the Board.

The Nominating and Corporate Governance Committee will evaluate any director candidates recommended by a stockholder according to the same criteria as a candidate identified by the Nominating Committee.

Any stockholder who intends to nominate a director at our 20162020 Annual Meeting must notify our Acting Corporate Secretary in writing at the address set forth at the beginning of this proxy statement of such intent in a timely manner in accordance with Article 5(c) of our Amended and Restated Bylaws.  In accordance with the advance notice provisions of our Amended and Restated Bylaws, to be timely, director nominations must be delivered to or mailed and received by the Acting Corporate Secretary of the Company not later than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting.meeting of stockholders (or April 1, 2020).  However, in the event that the date of the 2016our 2020 Annual Meeting is advanced more than 30 days prior to such anniversary date or delayed more than 60 days after such anniversary date, then to be timely such notice must be received by us on or before the later of (i) 90 days prior to the date of the meeting or (ii) the tenth day following the day on which public announcement of the date of the meeting was made.  The notice must include the information specified in our Amended and Restated Bylaws.

The Board has adopted a Code of Business Conduct and Ethics Guidelines (the “Ethics Code”) that applies specifically to board members and executive officers.  The Ethics Code is designed to promote compliance with applicable laws and regulations, to promote honest and ethical conduct, including full, fair, accurate and timely disclosure in reports and communications with the public.  The Ethics Code is available for viewing on the Company’s website at www.trans-lux.com in the “Investor Relations” Section.  Any amendments to, or waivers from, the Ethics Code will be posted on the website.  In addition, the Board adopted a Whistle Blowing policy, which provides procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls and auditing matters, as well as the confidential, anonymous submission of concerns regarding questionable accounting or auditing practices.

The Board maintains a process for stockholders to communicate with the Board or with individual directors.  Stockholders who wish to communicate with the Board or with individual directors should direct written correspondence to our Acting Corporate Secretary at our Company’s headquarters located at 445 Park Avenue, Suite 2001,135 East 57^th Street, 14^th Floor, New York, New YorkNY  10022.  Any such communication must contain:

The Acting Corporate Secretary will forward such communications to our Board or the specified individual director to whom the communication is directed unless such communication is unduly hostile, threatening, illegal or similarly inappropriate, in which case the Acting Corporate Secretary has the authority to discard the communication or to take the appropriate legal action regarding such communication.

The Board has previously established a Non-Employee Director Stock Option Plan which, as amended, covers a maximum of 1,200 shares for grant.  Such options are granted for a term of six years and are priced at fair market value on the grant date.  The determination as to the amount of options to be granted to directors is based on years of service, and are calculated on a yearly basis as follows: a minimum of 20 stock options are granted for each director; an additional 20 stock options are granted if a director has served for five years or more; an additional 20 stock options are granted if a director has served for ten years or more; and an additional 40 stock options are granted if a director has served for twenty years or more.  Such options are exercisable at any time upon the first anniversary of the grant date.  The Company grants additional stock options upon the expiration or exercise of any such option if such exercise or expiration occurs no earlier than four years after date of grant, in an amount equal to the number of options that have been exercised or that have expired.  In addition to the foregoing, the Company received stockholder approval

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Table of a proposal to grant warrants to purchase 20,000 shares to each of Salvatore J. Zizza and George W. Schiele, respectively, which warrants were granted in 2013.