DEF 14A of Daktronics Inc /SD/, Aug 5, 2024

DEF 14A of Daktronics Inc /SD/

Filed Aug 5, 2024 · FY20240000915779-24-000055

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Directors and Nominees for Director

    Directors and Nominees for Director The following table sets forth the name, age and certain other information about each nominee for Director as of the Record Date, all of whom are currently serving as Directors of the Company:

  3. Directors and Nominees for Director

    | Name | Age | Principal Occupation | Committees Served On | | John P. Friel | 70 | Director at Preservation Technologies LLC; Board Member at Vascor, Inc.; Board Member at Magvation, Inc.; and Senior Partner at Mikan Group | Compensation Committee - Chair; Audit Committee | | Reece A. Kurtenbach | 59 | President and Chief Executive Officer at Daktronics, Inc. | | | Shereta D. Williams | 50 | Senior Vice President Growth Operational at Cox Enterprises, Inc. | Compensation Committee; Audit Committee; Strategy and Risk Committee |

  4. Directors and Nominees for Director

    Each of the Company's nominees has consented to (i) serve as a nominee, (ii) be named as a nominee in this Proxy Statement, and (iii) serve as a director if elected. Except as described elsewhere in this Proxy Statement, none of our directors, director nominees, officers, or any of their associates has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the Annual Meeting, other than elections to office. John P. Friel (70) has been a Director of the Company since September 2015 and has served on the Audit Committee since September 2015 and on the Compensation Committee of the Board since October 2016. Mr. Friel was named Compensation Committee Chair on September 1, 2020. Mr. Friel served for 30 years in various capacities at MEDRAD, Inc., a global company that designs, develops, manufactures, sells, and supports medical devices. MEDRAD is an affiliate of Bayer, AG. He joined MEDRAD in the accounting area and earned a promotion to Treasurer and Vice President of Corporate Planning in 1986 and Vice President of Business Development in 1987. He served as Executive Vice President of Sales and Marketing from 1989 to 1995, Senior Vice President and General Manager from 1995 to 1998, and President and Chief Executive Officer from 1998 to 2010. MEDRAD received the Malcolm Baldrige National Quality Award twice during his tenure, once in 2004 and again in 2010. Mr. Friel retired as Chief Executive Officer of Vascor, Inc. in December 2019, and he has served as a member of its board of directors since June 2016. Vascor is a pre-clinical medical device development company. He also is currently a Director at Preservation Technologies L.P. and a Director at American Productivity and Quality Center ("APQC"). Mr. Friel is the Principal and Founder of Five Radicals, which focuses on Baldrige Performance Excellence, strategic planning, general business consulting to entrepreneurial medical device companies, and private equity business development opportunity search efforts. Mr. Friel is a director of Magvation, Inc., a medical device development company. Mr. Friel is a Senior Partner of the Mikan Group, a general management consulting company. He holds a Master of Arts in Law and Diplomacy from Tufts University and a Bachelor of Arts in Political Science and Bachelor of Science in Accounting from Pennsylvania State University. Mr. Friel brings to the Board extensive global general management knowledge and practice. He has strong experience in building and growing businesses, especially in technical product development and global expansions, which align with many of the Company's initiatives and strategies. Reece A. Kurtenbach (59) was appointed as President and Chief Executive Officer ("CEO") and a Director of the Company effective on September 1, 2013 and has served as Chairman of the Board since September 2014. He served as Executive Vice President from 2012 until September 2013, Vice President for Live Events and International from 2007 to 2012, Vice President for Video Systems from 2004 until 2007, and manager for video products engineering from 1994 until 2004. Mr. Kurtenbach joined the Company in 1991 as an applications engineer focusing on large display projects. He also worked at the Company as a student employee with various responsibilities from 1983 to 1987. Mr. Kurtenbach holds a Bachelor of Science degree from South Dakota State University in Electrical Engineering, with minors in Mathematics and Computer Science. Mr. Kurtenbach is the son of Dr. Aelred Kurtenbach and brother of Matthew J. Kurtenbach and Carla S. Gatzke. The Board believes that Mr. Kurtenbach is an appropriate representative of management on the Board, given his position as a senior executive officer and his over 30 years of experience with the Company. In addition, Mr. Kurtenbach brings a wealth of industry experience to the Board. Shereta D. Williams (50) has been a Director of the Company since September 2021, has since served on the Audit Committee and the Compensation Committee since September 2021, and has served on the Strategy and Risk Committee since March 2024. Ms. Williams is Senior Vice President Growth Operations of Cox Enterprises, Inc., a global communications, automotive, and media company, based in Atlanta, Georgia, and she has served in such capacity since 2021. She has held a variety of strategy, corporate development and business development roles within the Cox Enterprise, Inc. subsidiaries and groups, including Vice President Business Development from 2020 to 2021; President of Videa, LLC from 2014 through 2020; Vice President of Development for Cox Media Group from 2010 to 2013; and Director of Development and Digital Services for Cox Television from 2001 through 2006. In between the roles at Cox Enterprise, Inc., from 2006 through 2009, she was the managing director of the currency division for Maven Funds, a startup hedge fund in Atlanta, Georgia where she was responsible for managing traders, implementing automated trading systems, risk management and operations. She began her career working in investment banking as an analyst for mergers and acquisitions for Lazard Freres & Co, LLC from 1996 through 1998. She holds a Bachelor of Science degree in Electrical Engineering, with a concentration in Economics, from the Massachusetts Institute of Technology. Ms. Williams brings to the Board extensive knowledge in corporate development, strategy, and mergers and acquisitions, as well as operational leadership in the digital communications industry. The identity of the remaining Directors whose terms do not expire at the Annual Meeting and certain information about them as of the Record Date are set forth below:

  5. Directors and Nominees for Director

    Kevin P. McDermott (70) has been a Director of the Company since June 2015 and has served on the Audit Committee of the Board as a member from August 2015 through September 2016 and as Chairperson of the Audit Committee since October 2016. Mr. McDermott has served on the Nominating Committee since March 2024. Mr. McDermott served as our Lead Independent Director from June 1, 2020 to October 17, 2023. Mr. McDermott retired from an international accounting firm, KPMG LLP, in the fall of 2013 after being with the firm for 33 years in various capacities, including audit engagement partner, SEC reviewing partner, professional practice partner, and in the firm’s Office of General Counsel. In addition to fulfilling professional obligations related to audits of financial statements and internal control over financial reporting, he assisted clients with financial and operational issues, acquisition due diligence, personnel performance, and corporate governance. In his capacity as SEC reviewing partner, Mr. McDermott performed concurring partner reviews of audits of financial statements and internal control over financial reporting for publicly-held audit clients. While in the Office of General Counsel, he provided assistance on a privileged basis to the firm and outside counsel in various SEC and Public Company Accounting Oversight Board investigations and third-party litigation matters. Mr. McDermott was appointed to the board of directors of Genesco Inc. (NYSE-GCO) effective February 1, 2016 and served on its Audit Committee. He completed his tenure as a Genesco board member in June 2023. Genesco is a publicly-traded retailer and wholesaler of branded footwear, apparel and accessories. From March 2019 through March 2020, Mr. McDermott served as Chief Audit Executive for Pinnacle Financial Partners, Inc., a publicly-held bank holding company located in Nashville, Tennessee. He holds a Bachelor of Science in Economics from South Dakota State University. Mr. McDermott brings significant expertise in the area of financial and internal control over financial reporting by publicly-traded companies. This expertise aligns with our responsibility and commitment to provide oversight for our shareholders relating to the integrity of our financial statements and related filings. Andrew D. Siegel (58) has been a Director of the Company since September 2022 and has served on the Compensation Committee and Nominating Committee since September 2022. On October 17, 2023, Mr. Siegel was named by the Board as the Lead Independent Director. He currently manages Prairieland Holdco, LLC ("PLH"), whose sole member is TLI Bedrock, LLC ("TLI"), a private multi-strategy investment firm of which he is chief investment officer. In 2019, he co-founded and served as Executive Chairman of FourQ Systems, Inc., an enterprise financial technology company which was sold to Blackline, Inc. (NASDAQ:BL) in January 2022. Mr. Siegel was founding partner of Advance Venture Partners, the investment fund of global media company Advance Publications, Inc. He joined Advance in 2010 and, as Executive Vice President, Strategy and Corporate Development, was responsible for growth initiatives at the holding company and its operating units, including Condé Nast. He oversaw The Sports Business Journal/SBD until December 2019. Mr. Siegel joined Advance from Yahoo! Inc., where he led the digital media company’s corporate development team from September 2009 until December 2010. He previously was an executive with General Electric Company ("GE") and its financial arm, GE Capital, from 2004 until 2009. He joined GE upon its acquisition of InVision Technologies, Inc. (NASDAQ: INVN) in December 2004, where he had served as an executive officer since 2001. He began his career as a corporate lawyer at Skadden, Arps, Slate, Meagher & Flom, LLP in New York City. Andrew received a Bachelor of Arts from the Newhouse School of Public Communications at Syracuse University, a Master of Science degree from the Jewish Theological Seminary, and a juris doctor degree (JD) from New York University School of Law. He serves on the boards of the Park Avenue Synagogue and the Ashley Hope Foundation as well as those of several private companies. Mr. Siegel brings to the Board his experience in strategy, corporate development, law and finance. Lance D. Bultena (61) has been a Director of the Company since September 2021 and has served on the Nominating Committee as a member from September 2021 to August 2022; and as Chairperson of the Nominating Committee from September 2022 to March 2024; as a member of the Audit Committee since September 2021; and as Chairperson of the Strategy and Risk Committee since inception of the committee in March 2024. Mr. Bultena is the Global Director of Thought Leadership at Hogan Lovells, a global law firm, where he is currently a senior counsel after serving as a partner for many years. He has been at the firm (and its predecessor Hogan & Hartson) since 1999. He was Counsel to the United States Senate Committee on Commerce, Science, and Transportation from 1995 to 1999. He received a doctorate (D. Phil) in Politics and a masters (M. Phil) in Economics from Oxford University which he attended as a Rhodes Scholar. He received a law degree (J.D.) from Harvard Law School and did his undergraduate study at the University of South Dakota. Dr. Bultena brings to the Board significant experience in helping businesses evaluate and address the challenges of technological change and public policy developments. Dr. José-Marie Griffiths (72) has been a Director of the Company since September 2020. She has served on the Board's Compensation Committee since September 2020; on the Nominating Committee as a member from September 2020 to March 2024; and as Chairperson of the Nominating Committee since March 2024. She has served on the Strategy and Risk Committee since March 2024. Ms. Griffiths is president of Dakota State University, a public university, in Madison, South Dakota and has served in such capacity since July 2015. President Griffiths has spent her career in research, teaching, public service, corporate leadership, economic development, and higher education administration. She has served in presidential appointments to the National Science Board, the United States President’s Information Technology Advisory Committee, and the United States National Commission on Libraries and Information Science. In 2018, she was appointed as a member of the National Security Commission on Artificial Intelligence, part of the John S. McCain National Defense Authorization Act for 2019. She has led projects for over 28 United States federal agencies, such as the National Science Foundation, NASA, the Department of Energy, and various intelligence and military agencies, and over 20 major corporations, such as AT&T Bell Laboratories and IBM, in over 35 countries, and she has worked with seven major international organizations, including NATO and the United Nations. Dr. Griffiths has received over 20 significant awards in science, technology, teaching and the advancement of women in these fields. She holds a Bachelor of Science degree and a Doctor of Philosophy in Physics and Information Science from the University College London ("UCL"). She was a Post-Doctoral Fellow in Computer Science and Statistics and was recently awarded a Doctor of Science honoris causa from UCL. Dr. Griffiths brings to the Board expertise in a variety of new and emerging technologies, including cybersecurity and artificial intelligence, along with significant experience with both military and civilian federal agencies.

  6. Directors and Nominees for Director

    Howard I. Atkins (73) has been a Director of the Company since December 2022. He has served on the Board's Compensation Committee since December 2022, the Audit Committee since September 2023, and the Strategy and Risk Committee since March 2024. Mr. Atkins was appointed to the Board pursuant to the Cooperation Agreement dated as of July 23, 2022 (the "Cooperation Agreement") between the Company and Prairieland Holdco, LLC and its affiliates, including Andrew D. Siegel, who also is a member of the Company's Board. Mr. Atkins currently owns and manages HIA Capital, a business consulting and investment firm. In 2011, Mr. Atkins retired as the Senior Executive Vice President and Chief Financial Officer of Wells Fargo & Company, a banking and financial services company, where he was responsible for Wells Fargo’s financial management functions, investment portfolios, investor relations, capital management and corporate properties functions from 2001 to 2011. A 37-year veteran of the financial services industry, Mr. Atkins previously served as Executive Vice President and Chief Financial Officer of New York Life Insurance Company; Chief Financial Officer of Midlantic Corporation; and Corporate Treasurer of Chase Manhattan Bank. In addition, Mr. Atkins served as a Director for Occidental Petroleum Corporation from 2010 to 2019 and for Ingram Micro from 2004 to 2017. Mr. Atkins brings to the Board world-class financial management acumen and experience, especially in the areas of strategic development, margin improvement, and financing, which further enhances the Board's mix of perspectives.

  7. Director Compensation

    Director Compensation The following table sets forth information about the compensation paid to and earned by our Directors for the fiscal year ended April 27, 2024:

  8. FISCAL YEAR 2024 DIRECTOR COMPENSATION

    FISCAL YEAR 2024 DIRECTOR COMPENSATION

  9. FISCAL YEAR 2024 DIRECTOR COMPENSATION

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) (2) | Total Compensation ($) | | John P. Friel | $65,675 | $62,250 | $127,925 | | Kevin P. McDermott | 72,250 | 62,250 | 134,500 | | Dr. José-Marie Griffiths | 63,100 | 62,250 | 125,350 | | Shereta D. Williams | 63,100 | 62,250 | 125,350 | | Lance D. Bultena | 65,675 | 62,250 | 127,925 | | Howard I. Atkins | 59,594 | 62,250 | 121,844 | | Andrew D. Siegel | 63,344 | 62,250 | 125,594 |

  10. FISCAL YEAR 2024 DIRECTOR COMPENSATION

    | (1) As an employee of the Company, Reece A. Kurtenbach, the President and CEO since September 1, 2013, was a Named Executive Officer during fiscal 2024 and therefore his compensation is reported in the appropriate tables within the section of this Proxy Statement entitled "Executive Compensation." |

  11. FISCAL YEAR 2024 DIRECTOR COMPENSATION

    | (2) The $62,250 amounts represent the September 11, 2023 grants of 6,319 restricted shares of our Common Stock to each of the Directors named in the table with a grant date fair value of $9.85, which vest on August 23, 2024 if they are then Directors of the Company. The dollar amounts in this column of the table were computed in accordance with ASC 718, Compensation - Stock Compensation promulgated by the Financial Accounting Standards Board ("ASC 718"). |

  12. FISCAL YEAR 2024 DIRECTOR COMPENSATION

    Independent Director Fees. For fiscal 2024, each Independent Director received an annual cash retainer of $53,750. The following table describes the annual retainers paid for fiscal 2024 to each Independent Director for Board Committee membership participation:

  13. FISCAL YEAR 2024 DIRECTOR COMPENSATION

    | | Chair | Other Members | | Audit Committee | $7,250 | $4,675 | | Compensation Committee | 7,250 | 4,675 | | Nominating Committee | 7,250 | 4,675 | | Lead Independent Director | 15,000 | |

  14. FISCAL YEAR 2024 DIRECTOR COMPENSATION

    In addition, all Independent Directors served on the Strategy and Financing Review Committee, which was formed in December 2022 and ended in July 2023 after a new financing structure was executed.. There were no retainers or fees paid during fiscal 2024 for participation on this committee. All of the retainers and fees for Board and Committee service are included in the table above entitled "Fiscal Year 2024 Director Compensation". Stock Ownership and Retention Guidelines. The Board has implemented stock ownership guidelines for Directors. Under these guidelines, each Director is expected to achieve a target of 5,000 shares of Common Stock owned, excluding shares subject to options. Directors have five years from the date they first become a member of the Board to achieve this level of ownership. As of July 8, 2024, all Directors were in compliance with these guidelines.

  15. COMPENSATION DISCUSSION AND ANALYSIS

    | • | long-term and short-term objectives; |

  16. COMPENSATION DISCUSSION AND ANALYSIS

    | • | cash and equity compensation. |

  17. COMPENSATION DISCUSSION AND ANALYSIS

    The base salary reflects the pay the Compensation Committee believes is appropriate for each executive's responsibility, capability and performance. The non-equity-based incentive compensation is designed to focus the executive team on the Company-wide goals and objectives, which focus on growth in revenue and reductions in costs in order to achieve and sustain a target operating margin. The Compensation Committee has not adopted any formal policies or guidelines for allocating compensation between long-term and currently paid-out compensation, between cash and non-cash compensation, or among different forms of non-cash compensation, although it has a preference for a material amount of "at risk" compensation, the amount of which is based on our financial results. The equity-based compensation plan is designed to encourage executives to also own shares of Common Stock in the Company and thereby align executives' interests with our shareholders' interests. The Compensation Committee considers both internal equity and market competitiveness. We compare executive pay to the compensation of other key managers and employees at the Company. As described below, we also compare overall executive compensation to comparison companies and to salary database information. The Compensation Committee believes that equitable and competitive compensation, as well as leader development and promotion-from-within, are essential to retain high-performing executives. Our currently employed Named Executive Officers have an average of 32.6 years of experience with Daktronics. For fiscal 2024, our Named Executive Officers were Reece A. Kurtenbach, Chair, President and CEO; Sheila M. Anderson, Chief Financial Officer and Treasurer; Bradley T. Wiemann, Executive Vice President; Matthew J. Kurtenbach, Vice President of Manufacturing; and Carla S. Gatzke, Vice President of Human Resources and Secretary. Role of Executive Officers in Compensation Decisions. Our CEO and Vice President of Human Resources present to the Compensation Committee their recommendations for the salary, non-equity-based incentive compensation, and equity-based compensation grants for the Named Executive Officers. The Compensation Committee considers these recommendations and accepts or adjusts them, in whole or in part. The CEO and Vice President of Human Resources are not present for the discussions or determinations about their own compensation, but they generally participate in the discussions regarding other executive officers’ compensation. The Chair of the Compensation Committee presents the Compensation Committee’s findings regarding compensation for executive officers to the Board. Based on such input, the Board reviews and generally approves and adopts the Compensation Committee's recommendations regarding the executives' compensation plan. Benchmarking. In making decisions regarding elements and amounts of compensation, the Compensation Committee considers the compensation paid to executive officers at similar levels and responsibilities. These are public companies in our geographical area with revenues of between $450 million and $2.0 billion and with a focus on manufacturing or technology. The Compensation Committee also takes into account compensation and market data applicable to closely-related industries, whose headquarters are in the United States, and whose revenues are within the peer group range listed above. The following list sets forth the companies comprising our peer group list:

  18. Elements of Compensation

    | Operating Margin | Percentage of Targeted Non-equity Incentive Compensation | | Less than 2.5% | — | | 2.5 to 5.0% | 0.0 to 25.0% | | 5.0 to 7.5% | 25.0 to 60.0% | | 7.5 to 10.0% | 60.0 to 100.0% | | 10.0 to 12.5% | 100.0 to 120.0% |

  19. Elements of Compensation

    We follow applicable laws and regulations and our Clawback Policy regarding the recovery of any non-equity-based compensation, other incentive-based or equity-based compensation, and profits realized from the sale of securities resulting from any misconduct on the part of an executive officer. During fiscal 2024, the Named Executive Officers were eligible for non-equity-based incentive compensation if the maximum payout of 120 percent of target was achieved as follows: CEO - 90 percent of his base salary; Chief Financial Officer - 65 percent of her base salary; Vice President and Secretary - 50 percent of her base salary; and all other Named Executives Officers - 65 percent of his or her base salary. There was a total of $1,080,981 of non-equity-based incentive compensation for Named Executive Officers in fiscal 2024, $29,362 in fiscal 2023 and none in fiscal 2022. Equity-Based Compensation Program. Grants of equity awards offer long-term incentives to our executives and align the interests of employees more closely with those of our shareholders. Each year, the Board, based on recommendations of the Compensation Committee, determines the number of shares of Common Stock that may be subject to equity awards for all employees, including the Named Executive Officers. The total number of shares subject to equity awards is constrained by the Board’s desire to limit dilution to shareholders to a level consistent with our historical levels, which generally approximate a dilution of one percent, and to limit the total grant date fair value of the equity awards to a targeted level. The one percent dilution is based on an assessment of a conservative amount relative to high-tech growth companies. The grant date fair value is based on a comparison to the prior fiscal year's expense and the current year’s estimate of a percentage of total payroll expense. The Compensation Committee and the Board generally follow a practice of estimating the equity grant valuation limit based on the share price on the date of the Compensation Committee meeting at which the equity grants are determined by the Compensation Committee for recommendation to the Board to assure that the valuation limit is consistent with the approximate dilution limit of one percent. The Compensation Committee then allocates these equity grants to the Named Executive Officers, and the CEO allocates equity grants to selected employees. To facilitate the grant of stock options to employees and other executive officers, the Board authorized the CEO to grant individual stock options and restricted stock units during fiscal 2024, subject to the guidelines and limitations imposed by the Compensation Committee. The Compensation Committee also considers trends in equity-based compensation, the mix of the type of equity grants, and the number of our shares that are available for equity grants. The Compensation Committee and the Board also generally follow a practice of allocating similar equity grants to each of the Named Executive Officers. The allocation to the Named Executive Officers is based on historical grants, the value of past grants, and the Company’s performance, all of which are subject to the objectives listed under the section of this Proxy Statement entitled "Compensation Discussion and Analysis - Role of Compensation Committee, Philosophy and Objectives." For fiscal 2024, the Compensation Committee determined that each Named Executive Officer would be allocated equity grants for approximately 3,516 shares of Common Stock, with a ratio of 1.85-to-1 of incentive stock options to restricted stock units. The Compensation Committee determined that Mr. Reece A. Kurtenbach should receive a grant of approximately twice the amount of the other Named Executive Officers to facilitate his ownership of additional stock of the Company as the CEO and to reflect a ratio of grants to the CEO compared to the grant to Named Executive Officers that is more similar to the ratio in the benchmarking data. The Compensation Committee determined that the valuation of the equity grants, based on the grant date fair value as determined under ASC 718, would be limited to approximately $1.3 million for all employees, including the Named Executive Officers. The value of the restricted stock units was equal to 100.0 percent of the value of the stock options for executives, as determined under the fair value provisions of ASC 718. For fiscal 2024, all equity grants to employees were made under the Daktronics, Inc. 2020 Incentive Stock Plan (the "2020 Plan"). The Board and the Compensation Committee approve equity grants for Named Executive Officers and other employees annually in their summer meetings to coincide with the director equity grants and the annual meeting of shareholders. Equity awards are not typically granted at other times of the year for employees. The exercise price of all stock options granted is equal to the fair market value of the Common Stock as reported on The Nasdaq Global Select Market on the date of grant, which is defined in the 2020 Plan as the closing price of the Common Stock as reported on The Nasdaq Global Select Market on the date of grant. All options also contain five-year vesting provisions, with 20 percent of the shares underlying the stock option vesting each year following the date of grant. The restricted stock units also contain a five-year vesting provision, with 20 percent of the restricted stock units vesting each year following the date of grant. Benefits. Our Named Executive Officers are eligible for all benefits generally available to our full-time employees. We do not provide pension arrangements, post-retirement health coverage, or similar benefits for our executives or employees. All employees, including the Named Executive Officers, are entitled to participate in the 401(k) Plan, which is qualified under Section 401(k) of the Internal Revenue Code (the "Code"). At the discretion of the Board, we may make matching contributions equal to a percentage of the salary deduction contributions or other discretionary amounts. We paid $3.2 million, $3.0 million, and $2.6 million in fiscal 2024, fiscal 2023, and fiscal 2022, respectively in matching contributions. Contributions to the 401(k) Plan on behalf of the Named Executive Officers are included in the table entitled "Summary Compensation Table – Fiscal 2024." All employees, including the Named Executive Officers, are entitled to participate in the Daktronics, Inc. Employee Stock Purchase Plan ("ESPP"), which is intended to qualify under Section 423 of the Code. The ESPP allows employees to purchase shares of Common Stock, subject to annual and ownership limitations, at a price equal to 85 percent of the lower of the fair market value of the Common Stock at the beginning or the end of each six-month offering period.

  20. Accounting and Tax Treatment

    Accounting and Tax Treatment We account for equity-based compensation paid to employees under ASC 718, which requires us to estimate and record an expense over the service period of the award. Thus, we may record an expense in one year for awards granted in earlier years. Accounting rules also require us to record cash compensation as an expense at the time the obligation is accrued. With respect to option awards, we generally can deduct the gain recognized by employees and directors from the exercise of non-qualified options. However, to the extent that an option is an incentive stock option, we cannot deduct the gain recognized by the optionee upon exercise of the option if there is no disqualifying disposition by the optionee. With respect to restricted stock awards, we generally can deduct the fair market value of the shares vested on the vesting date. Alternatively, if the recipient were to make an election under Section 83(b) of the Code, we would be entitled to a deduction on the date of grant equal to the value of the restricted stock on the date of grant. Section 162(m) of the Code generally disallows a tax deduction to a public company for compensation in excess of $1 million paid to a company's chief executive officer and the four other most highly paid executive officers. Qualifying performance-based compensation will not be subject to the deduction limitation if certain requirements are met. Because the potential amount of base salary and non-equity-based incentive compensation that each of our executive officers can earn is less than $1 million, Section 162(m) of the Code has not been material to our compensation decisions.

  21. SUMMARY COMPENSATION TABLE – FISCAL 2024

    SUMMARY COMPENSATION TABLE – FISCAL 2024

  22. SUMMARY COMPENSATION TABLE – FISCAL 2024

    | Name and Principal Position | Year | Salary($) | Stock Awards ($) (1) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation($) (3) | All Other Compensation($)(4) | Total($) | | Reece A. Kurtenbach | 2024 | $506,792 | $24,241 | $24,237 | $415,346 | $9,900 | $980,516 | | CEO and President | 2023 | 491,400 | 16,308 | 35,039 | 11,286 | 9,150 | 563,183 | | | 2022 | 470,308 | 28,296 | 30,375 | — | 9,694 | 538,673 | | Sheila M. Anderson | 2024 | $327,515 | $12,116 | $12,116 | $192,999 | $6,900 | $551,646 | | Chief Financial Officer | 2023 | 314,985 | 7,550 | 16,313 | 5,272 | 6,536 | 350,656 | | | 2022 | 300,192 | 13,100 | 14,063 | — | 7,883 | 335,238 | | Bradley T. Wiemann | 2024 | $306,515 | $12,116 | $12,116 | $180,842 | $9,114 | $520,703 | | Executive Vice President | 2023 | 297,515 | 7,550 | 16,313 | 4,930 | 8,442 | 334,750 | | | 2022 | 287,339 | 13,100 | 14,063 | — | 8,186 | 322,688 | | Matthew J. Kurtenbach | 2024 | $296,115 | $12,116 | $12,116 | $174,822 | $9,020 | $504,189 | | Vice President | 2023 | 287,115 | 7,550 | 16,313 | 4,761 | 8,613 | 324,352 | | | 2022 | 276,546 | 13,100 | 14,063 | — | 8,296 | 312,005 | | Carla S. Gatzke | 2024 | $252,738 | $12,116 | $12,116 | $116,972 | $7,862 | $401,804 | | Vice President and | 2023 | 244,292 | 7,550 | 16,313 | 3,113 | 7,329 | 278,597 | | Secretary | 2022 | 235,523 | 13,100 | 14,063 | — | 7,066 | 269,752 |

  23. SUMMARY COMPENSATION TABLE – FISCAL 2024

    | (1) Consists of restricted stock units granted under the 2020 Plan for fiscal 2022, 2023 and 2024. In accordance with ASC 718, the amount is calculated based on the grant date fair value of the award. Refer to "Note 10. Shareholders' Equity and Share-Based Compensation" of the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended April 27, 2024 for a discussion of the assumptions used in calculating the amounts under ASC 718. |

  24. SUMMARY COMPENSATION TABLE – FISCAL 2024

    | (2) Consists of stock options granted under the 2020 Plan for fiscal 2022, 2023, and 2024. The value of the option awards is calculated based on the grant date fair value of the award in accordance with ASC 718. Refer to "Note 10. Shareholders' Equity and Share-Based Compensation" of the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended April 27, 2024 for a discussion of the assumptions used in calculating the amount under ASC 718. |

  25. SUMMARY COMPENSATION TABLE – FISCAL 2024

    | (3) The amounts in this column reflect the total variable cash compensation paid to the Named Executive Officers under the non-equity-based incentive compensation plan. As explained above, non-equity-based incentive compensation payments are based upon the achievement of certain operating margin targets for fiscal 2022, 2023, and 2024. |

  26. SUMMARY COMPENSATION TABLE – FISCAL 2024

    | (4) Consists of matching contributions made by us under the 401(k) Plan, which is intended to qualify under Section 401(k) of the Code. |

  27. SUMMARY COMPENSATION TABLE – FISCAL 2024

    The following table sets forth information regarding grants of plan-based awards to the Named Executive Officers during fiscal 2024:

  28. GRANTS OF PLAN-BASED AWARDS — FISCAL 2024

    GRANTS OF PLAN-BASED AWARDS — FISCAL 2024

  29. GRANTS OF PLAN-BASED AWARDS — FISCAL 2024

    | | Estimated future payouts under non-equity incentive plan awards(1) | | | | All other stock awards: number of shares of stock or units | All other option awards: number of securities underlying options | Exercise or base price of option awards | Grant date fair value of stock and option | | Name | Threshold ($) | Target ($) | Maximum ($) | Grant Date | (#)(2) | (#) (3) | ($/share)(4) | awards ($) (5) | | Reece A. Kurtenbach | 96,863 | 387,450 | 464,940 | 9/11/2023 | 2,461 | 4,753 | 9.85 | 45,000 | | Sheila M. Anderson | 45,148 | 180,592 | 216,710 | 9/11/2023 | 1,230 | 2,286 | 9.85 | 22,500 | | Bradley T. Wiemann | 42,304 | 169,217 | 203,060 | 9/11/2023 | 1,230 | 2,286 | 9.85 | 22,500 | | Matthew J. Kurtenbach | 40,896 | 163,583 | 196,300 | 9/11/2023 | 1,230 | 2,286 | 9.85 | 22,500 | | Carla S. Gatzke | 27,063 | 108,250 | 129,900 | 9/11/2023 | 1,230 | 2,286 | 9.85 | 22,500 |

  30. GRANTS OF PLAN-BASED AWARDS — FISCAL 2024

    | (1) Consists of variable cash compensation under our annual non-equity-based incentive compensation plan. The amounts reflect the minimum payment level, if an award is achieved, the target payment level, and the maximum payment level under the plan. For additional information concerning our annual non-equity-based compensation plan, see the section of this Proxy Statement entitled "Compensation Discussion and Analysis - Elements of Compensation." |

  31. GRANTS OF PLAN-BASED AWARDS — FISCAL 2024

    | (2) Consists of restricted stock units granted to the Named Executive Officers in fiscal 2024 under the 2020 Plan. The units vest as to 20 percent of the shares one year after the date of grant and as to an additional 20 percent in each succeeding year, but only if the Named Executive Officer is then an employee of the Company. |

  32. GRANTS OF PLAN-BASED AWARDS — FISCAL 2024

    | (3) Consists of options granted to the Named Executive Officers in fiscal 2024 under the 2020 Plan. The options vest and become exercisable as to 20 percent of the shares one year after the date of grant and as to an additional 20 percent in each succeeding year, but only if the Named Executive Officer is then an employee of the Company. |

  33. GRANTS OF PLAN-BASED AWARDS — FISCAL 2024

    | (4) The exercise price of all options was equal to the closing price of the Common Stock as quoted on The Nasdaq Global Select Market on the date of grant as provided in the 2020 Plan. |

  34. GRANTS OF PLAN-BASED AWARDS — FISCAL 2024

    | (5) Represents the full grant date fair value determined pursuant to ASC 718 as reflected in our financial statements, based on the number of shares subject to the options and restricted stock unit awards granted and the closing price of the Common Stock as quoted on The Nasdaq Global Select Market on the date of grant, which was $9.85 per share on September 11, 2023. |

  35. GRANTS OF PLAN-BASED AWARDS — FISCAL 2024

    The following table sets forth information about unexercised options and restricted stock units that have not vested that were held at April 27, 2024 by the Named Executive Officers:

  36. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END — FISCAL 2024

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END — FISCAL 2024

  37. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END — FISCAL 2024

    | | Option Awards(1) | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Reece A. Kurtenbach | 9/4/2014 | 15,000 | — | 13.31 | 09/04/24 | — | — | | | 9/3/2015 | 15,000 | — | 8.51 | 09/03/25 | — | — | | | 9/1/2016 | 15,000 | — | 9.57 | 09/01/26 | — | — | | | 8/31/2017 | 15,000 | — | 9.63 | 08/31/27 | — | — | | | 9/6/2018 | 13,500 | — | 7.83 | 09/06/28 | — | — | | | 9/5/2019 | 10,800 | 2,700 | 7.47 | 09/05/29 | — | — | | | 9/30/2020 | 16,200 | 10,800 | 4.11 | 09/03/30 | — | — | | | 9/2/2021 | 5,400 | 8,100 | 5.66 | 09/02/31 | — | — | | | 9/8/2022 | 4,833 | 19,332 | 3.02 | 09/08/32 | — | — | | | 9/11/2023 | — | 4,573 | 9.85 | 09/11/33 | — | — | | | | — | — | — | — | 13,261 | 123,195 | | Sheila M. Anderson | 9/4/2014 | 7,500 | — | 13.31 | 09/04/24 | — | — | | | 9/3/2015 | 7,500 | — | 8.51 | 09/03/25 | — | — | | | 9/1/2016 | 7,500 | — | 9.57 | 09/01/26 | — | — | | | 8/31/2017 | 7,500 | — | 9.63 | 08/31/27 | — | — | | | 9/6/2018 | 6,250 | — | 7.83 | 09/06/28 | — | — | | | 9/5/2019 | 5,000 | 1,250 | 7.47 | 09/05/29 | — | — | | | 9/30/2020 | 7,500 | 5,000 | 4.11 | 09/03/30 | — | — | | | 9/2/2021 | 2,500 | 3,750 | 5.66 | 09/02/31 | — | — | | | 9/8/2022 | 2,250 | 9,000 | 3.02 | 09/08/32 | — | — | | | 9/11/2023 | — | 2,286 | 9.85 | 09/11/33 | — | — | | | | — | — | — | — | 6,230 | 57,877 | | Bradley T. Wiemann | 9/4/2014 | 7,500 | — | 13.31 | 09/04/24 | — | — | | | 9/3/2015 | 7,500 | — | 8.51 | 09/03/25 | — | — | | | 9/1/2016 | 7,500 | — | 9.57 | 09/01/26 | — | — | | | 8/31/2017 | 7,500 | — | 9.63 | 08/31/27 | — | — | | | 9/6/2018 | — | — | 7.83 | 09/06/28 | — | — | | | 9/5/2019 | — | 1,250 | 7.47 | 09/05/29 | — | — | | | 9/30/2020 | — | 5,000 | 4.11 | 09/03/30 | — | — | | | 9/2/2021 | — | 3,750 | 5.66 | 09/02/31 | — | — | | | 9/8/2022 | — | 9,000 | 3.02 | 09/08/32 | — | — | | | 9/11/2023 | — | 2,286 | 9.85 | 09/11/33 | — | — | | | | — | — | — | — | 6,230 | 57,877 | | Matthew J. Kurtenbach | 9/4/2014 | 7,500 | — | 13.31 | 09/04/24 | — | — | | | 9/3/2015 | 7,500 | — | 8.51 | 09/03/25 | — | — | | | 9/1/2016 | 7,500 | — | 9.57 | 09/01/26 | — | — | | | 8/31/2017 | 7,500 | — | 9.63 | 08/31/27 | — | — | | | 9/6/2018 | 6,250 | — | 7.83 | 09/06/28 | — | — | | | 9/5/2019 | 5,000 | 1,250 | 7.47 | 09/05/29 | — | — | | | 9/30/2020 | — | 5,000 | 4.11 | 09/03/30 | — | — | | | 9/2/2021 | — | 3,750 | 5.66 | 09/02/31 | — | — | | | 9/8/2022 | — | 9,000 | 3.02 | 09/08/32 | — | — | | | 9/11/2023 | — | 2,286 | 9.85 | 09/11/33 | — | — | | | | — | — | — | — | 6,230 | 57,877 |

  38. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END — FISCAL 2024

    | Carla S. Gatzke | 9/4/2014 | 6,870 | — | 13.31 | 09/04/24 | — | — | | | 9/3/2015 | 6,870 | — | 8.51 | 09/03/25 | — | — | | | 9/1/2016 | 6,870 | — | 9.57 | 09/01/26 | — | — | | | 8/31/2017 | 6,870 | — | 9.63 | 08/31/27 | — | — | | | 9/6/2018 | 6,250 | — | 7.83 | 09/06/28 | — | — | | | 9/5/2019 | 5,000 | 1,250 | 7.47 | 09/05/29 | — | — | | | 9/30/2020 | 7,500 | 5,000 | 4.11 | 09/03/30 | — | — | | | 9/2/2021 | 2,500 | 3,750 | 5.66 | 09/02/31 | — | — | | | 9/8/2022 | 2,250 | 9,000 | 3.02 | 09/08/32 | — | — | | | 9/11/2023 | — | 2,286 | 9.85 | 09/11/33 | — | — | | | | — | — | — | — | 6,230 | 57,877 |

  39. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END — FISCAL 2024

    | (1) All options vest in equal installments over five years beginning one year after the grant date, but only if the Named Executive Officer is then an employee of the Company, and expire after 10 years. |

  40. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END — FISCAL 2024

    | (2) Restricted stock units vest as to 20 percent of the shares one year after date of grant and as to an additional 20 percent in each succeeding year, but only if the Named Executive Officer is then an employee of the Company. |

  41. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END — FISCAL 2024

    | (3) Determined by multiplying the Company's $9.29 per share closing price of its Common Stock as reported on The Nasdaq Global Select Market on April 27, 2024, which was the last business day of fiscal 2024, by the number of shares subject to the award. |

  42. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END — FISCAL 2024

    The following table sets forth information regarding the exercise of stock options by and the vesting of restricted stock awards during fiscal 2024 for the Named Executive Officers:

  43. OPTION EXERCISES AND STOCK VESTED – FISCAL 2024

    OPTION EXERCISES AND STOCK VESTED – FISCAL 2024

  44. OPTION EXERCISES AND STOCK VESTED – FISCAL 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise($)(1) | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting($)(2) | | Reece A. Kurtenbach | — | — | 5,400 | 44,280 | | Sheila M. Anderson | — | — | 2,500 | 20,500 | | Bradley T. Wiemann | 23,500 | 81,945 | 2,500 | 20,500 | | Matthew J. Kurtenbach | 12,250 | 61,809 | 2,500 | 20,500 | | Carla S. Gatzke | — | — | 2,500 | 20,500 |

  45. OPTION EXERCISES AND STOCK VESTED – FISCAL 2024

    | (1) Consists of the difference between the closing price of the Common Stock on the date of exercise and the per share exercise price of the option multiplied by the number of shares acquired upon exercise. |

  46. OPTION EXERCISES AND STOCK VESTED – FISCAL 2024

    | (2) Consists of the number of shares vested multiplied by the market value of the shares of Common Stock as of the vesting date. |

  47. Potential Payments upon Termination of Employment or Change in Control

    Potential Payments upon Termination of Employment or Change in Control The table below reflects the compensation that would be paid to each of our Named Executive Officers in the event of termination of such Named Executive Officer's employment. The amounts shown assume that such termination was effective as of April 27, 2024, include estimated amounts earned through such date, and are estimates of the amounts which would be paid out to the Named Executive Officers upon the termination of their employment. The actual amounts to be paid can be determined only at the time of such Named Executive Officer's actual separation from the Company. In addition, there may be re-negotiation of the payments upon any termination of employment or change in control. Under the 2020 Plan, all options and restricted stock units immediately vest upon a "change in control," as that term is defined in the 2020 Plan. The Daktronics, Inc. 2007 Stock Incentive Plan (the "2007 Plan") and the Daktronics, Inc. 2015 Stock Incentive Plan (the "2015 Plan") have expired, but there are awards outstanding under the 2007 Plan and 2015 Plan that are governed by their terms. Upon a termination of employment for any reason, and consistent with our employment policies which apply to all employees, we are obligated to pay for accrued and unused vacation time, which would then be payable in a lump sum.

  48. Potential Payments upon Termination of Employment or Change in Control

    | Name | Benefit | Termination due to change in control | Termination without cause or for good reason | Termination for cause or for good reason | Death | | Reece A. Kurtenbach | Stock option vesting acceleration(1) | $184,887 | $— | $— | $— | | | Restricted stock unit vesting acceleration | 123,195 | — | — | — | | | Vacation pay | 41,278 | 41,278 | 41,278 | 41,278 | | | | $349,360 | $41,278 | $41,278 | $41,278 | | Sheila M. Anderson | Stock option vesting acceleration(1) | $86,108 | $— | $— | $— | | | Restricted stock unit vesting acceleration | 57,877 | — | — | — | | | Vacation pay | 35,580 | 35,580 | 35,580 | 35,580 | | | | $179,565 | $35,580 | $35,580 | $35,580 | | Bradley T. Wiemann | Stock option vesting acceleration(1) | $5,850 | $— | $— | $— | | | Restricted stock unit vesting acceleration | 57,877 | — | — | — | | | Vacation pay | 28,386 | 28,386 | 28,386 | 28,386 | | | | $92,113 | $28,386 | $28,386 | $28,386 | | Matthew J. Kurtenbach | Stock option vesting acceleration(1) | $24,075 | $— | $— | $— | | | Restricted stock unit vesting acceleration | 57,877 | — | — | — | | | Vacation pay | 40,218 | 40,218 | 40,218 | 40,218 | | | | $122,170 | $40,218 | $40,218 | $40,218 | | Carla S. Gatzke | Stock option vesting acceleration(1) | $85,616 | $— | $— | $— | | | Restricted stock unit vesting acceleration | 57,877 | — | — | — | | | Vacation pay | 44,965 | 44,965 | 44,965 | 44,965 | | | | $188,458 | $44,965 | $44,965 | $44,965 |

  49. Potential Payments upon Termination of Employment or Change in Control

    | (1) For option awards, consists of the difference between the $9.29 per share closing price of the Common Stock as reported on The Nasdaq Global Select Market as of April 27, 2024, which was the last business day of fiscal 2024, and the exercise price of the option multiplied by the number of shares subject to the option. |

  50. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), we are providing the following information with respect to fiscal 2024:

  51. CEO Pay Ratio

    | • | the annual total compensation of the median employee of our Company (which excludes our CEO) was $56,242; and |

  52. CEO Pay Ratio

    | • | the annual total compensation of our CEO was $980,516. |

  53. CEO Pay Ratio

    Based on this information, a reasonable estimate of the ratio of the annual total compensations of our CEO and the median employee for fiscal 2024 was approximately 17 to 1. We determined our median employee compensation as of January 1, 2022. We included all world-wide full-time, part-time, temporary and student employees and excluded our CEO in the median compensation calculation. We calculated each identified employee’s total compensation as the annualized value of their current base hourly rate with scheduled hours or salary rate. Compensation paid in currencies other than U.S. dollars were converted to U.S. dollars based on average exchange rates for the period ended January 1, 2022. The identified median employee received $55,438 of base pay in fiscal 2024. We then calculated the median employee's annual total compensation on the same basis that we used to calculate the total compensation of our Named Executive Officers set forth in the Summary Compensation Table, which added $804 to the median employee's base pay due to overtime. Thus, our median employee's annual total compensation was $56,242. The pay ratio reported above is calculated in a manner consistent with SEC rules and guidance, based on our internal records and the methodology described above. In addition, the rules for identifying the "median employee" and calculating the pay ratio allow companies to apply various methodologies and assumptions. As a result, the compensation for our median employee and the pay ratio reported by us should not be used as a comparison to the information reported by other companies.

  54. Pay Versus Performance Table

    Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of the Regulation S-K, the following table presents, for each of three most recent fiscal years: •total compensation, as calculated in the Summary Compensation Table, for our CEO (who was our principal executive officer ("PEO") for the three fiscal years covered by the Pay Versus Performance table) and an average for our other Named Executive Officers ("Non-PEO NEOs"); •Compensation actually paid to our PEO and an average for our Non-PEO NEOs, an SEC-prescribed calculation which adjusts total compensation for the items described below and which does not equate to realized compensation; •our cumulative total shareholder return ("TSR") since the last trading day before the earliest year presented; •our net income; and •our operating income. For a description of our executive compensation program and the factors used by the Compensation Committee to determine pay for our Named Executive Officers, see the "Compensation and Analysis" section of this Proxy Statement.

  55. Pay versus Performance Table

    Pay versus Performance Table

  56. Pay versus Performance Table

    | | | | | | Value of $100 Investment Based on: | | | | | Fiscal Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(4) | Average Summary Compensation Table for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(1,4) | TSR | Peer Group TSR(2) | Net Income (Thousands) | Operating Income (Thousands)(3) | | 2024 | $980,516 | $1,256,656 | 494,586 | 642,730 | 93.14 | 31.30 | $34,621 | $87,115 | | 2023 | 563,183 | 669,639 | 322,089 | 377,287 | 43.58 | 0.02 | 6,802 | 21,388 | | 2022 | 538,673 | 439,151 | 309,921 | 250,296 | (45.71) | (11.08) | 592 | 4,046 |

  57. Pay versus Performance Table

    | (1) The individuals who comprised the Non-PEO NEOs in each of the covered fiscal years were Sheila M. Anderson, Chief Financial Officer and Treasurer; Bradley T. Wiemann, Executive Vice President; Matthew J. Kurtenbach, Vice President of Manufacturing; and Carla S. Gatzke, Vice President of Human Resources and Secretary. | | (2) The peer group used in this Pay Versus Performance table is the Nasdaq Composite-Total Return. We selected this Index of companies with similar market capitalization because we are unable to identify a peer group of companies similar to us in size and scope of business activities or a widely recognized published industry index that accurately reflects our diverse business activities. Most our direct competitors in our various business units are either privately owned or divisions of larger, publicly owned companies. | | (3) Our Company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link compensation actually paid to our PEO and Non-PEO NEOs for fiscal 2023 to our performance, is operating income. | | (4) SEC rules require certain adjustments be made to the Summary Compensation Table ("SCT") totals to determine "compensation actually paid" ("CAP") as reported in the Pay Versus Performance Table. "CAP" does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, CAP is calculated as SCT total compensation adjusted to include the fair market value of equity awards as of the last day of the applicable fiscal year or, if earlier, the vesting date (rather than the grant date). The tables below set forth the amounts deducted from and added to the SCT total compensation amounts to calculate CAP for our PEO and average CAP to the Non-PEO NEOs. |

  58. Pay versus Performance Table

    | Adjustments to Determine Compensation "Actually Paid" for PEO | 2024 | 2023 | 2022 | | Deduction for amounts reported under the "Stock Awards" column in the SCT | $(24,241) | $(16,308) | $(28,296) | | Deduction for amounts reported under the "Option Awards" columns in the SCT | (24,237) | (35,039) | (30,375) | | Increase for fair value of awards granted during fiscal year that remain unvested as of year end | 44,630 | 98,952 | 31,320 | | Increase for fair value of awards granted during fiscal year that vest during year | 0 | 0 | 0 | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | 209,097 | 46,934 | (75,647) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during the year | 70,891 | 11,917 | 3,476 | | Deduction of fair value of awards granted prior to year that were forfeited during year | 0 | 0 | 0 | | Increase based upon incremental fair value of awards modified during year | 0 | 0 | 0 | | Increase based on dividends or other earnings paid during year prior to vesting date of award | 0 | 0 | 0 | | Total Adjustments | $276,140 | $106,456 | $(99,522) |

  59. Pay versus Performance Table

    | Adjustments to Determine Compensation "Actually Paid" for Non-PEO NEOs | 2024 | 2023 | 2022 | | Deduction for amounts reported under the "Stock Awards" column in the SCT | $(12,116) | $(7,550) | $(13,100) | | Deduction for amounts reported under the "Option Awards" columns in the SCT | (12,116) | (16,313) | (14,063) | | Increase for fair value of awards granted during fiscal year that remain unvested as of year end | 22,308 | 46,000 | 14,500 | | Increase for fair value of awards granted during fiscal year that vest during year | 0 | 0 | 0 | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | 117,208 | 27,498 | (45,329) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during the year | 32,860 | 5,563 | (1,633) | | Deduction of fair value of awards granted prior to year that were forfeited during year | 0 | 0 | 0 | | Increase based upon incremental fair value of awards modified during year | 0 | 0 | 0 | | Increase based on dividends or other earnings paid during year prior to vesting date of award | 0 | 0 | 0 | | Total Adjustments | $148,144 | $55,198 | $(59,625) |